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HomeMy WebLinkAboutORDINANCES-1992-069-O-92i • 69-0-92 AN ORDINANCE Authorizing the Sale of Certain Municipally -Owned Real Property WHEREAS, the City of Evanston owns real property legally described in Exhibit A and located approximately between Cleveland Street and Washington Street, west of Pitner Avenue, and consisting of a portion of the former Mayfair Rail Line Spur and Marquette Fuel Site, in the City of Evanston and hereinafter referred to as the "Property" and WHEREAS, said property is located in the City of Evanston Southwest Tax Increment Finance District established by the City of Evanston to encourage redevelopment of the property and adjoining parcels; and WHEREAS, the City Council of the City of Evanston has determined • that ownership of the Property is no longer necessary, appropriate, required or in the best interest of the City of Evanston; and WHEREAS, the City Council of the City of Evanston has determined that the best interest of the City of Evanston would be served by the sale of said Property to a qualified party for redevelopment and private use; and WHEREAS, sale of said property shall assist toward implementing area redevelopment in accordance with the adopted Tax Increment Financing Redevelopment Plan and Redevelopment Project; and WHEREAS, sale of said property' is contemplated and required in order to implement a specific redevelopment plan for the Main Street Commons Shopping Center which is provided for under a redevelopment agreement authorized by the City Council pursuant to Ordinance 63-0-92; and WHEREAS, pursuant to Ordinance 45-0-92 of the City of Evanston adopted June 22, 1992, the City Council by a vote of 2/3 of the elected Aldermen then holding office did direct that the process to sell said Property shall be by negotiation and that the City Manager shall be authorized to negotiate on behalf of the City; and WHEREAS, pursuant to said ordinance said negotiations have occurred; • and WHEREAS, the City Manager recommends that a sale between the 0 of Evanston, as seller, and LaSalle National Trust, N.A., as successor trustee to LaSalle National Bank, not personally but solely as trustee under Trust No. 107664 dated February 20, 1984, as buyer, in accordance with the redevelopment agreement be accepted by the City. Said sales contract is marked as Exhibit B, attached hereto and incorporated herein by reference; and WHEREAS, the City Council finds and determines that the best interest of the City of Evanston and its residents will be served by the acceptance of the aforesaid contract on the terms as set forth in attached Exhibit B; and WHEREAS, the notice of intent to sell has been published in a newspaper of general circulation in the City of Evanston as required by ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE CITY. COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: The City Council of the City of Evanston finds as fact the recitals hereinabove set forth. SECTION 2: The negotiated sale to LaSalle National Trust, N.A., as successor trustee to LaSalle National Bank, not personally but solely as trustee under Trust No. 107664 dated February 20, 1984, as buyer, attached as Exhibit B hereto, is hereby accepted by the City Council of the Cit* Evanston for the real property legally described in Exhibit A and commonly known as vacant land located approximately between Cleveland and Washington Streets, west of Pitner Avenue and consisting of a portion of the former Mayfair Rail Spur and Marquette Fuel Site. SECTION 3: The City Manager is hereby authorized and directed to sign, and the City Clerk is hereby authorized and directed to attest, the contract for the sale of the aforesaid real property, which contract shall be in substantial conformance with attached Exhibit B and, the City Manager is further authorized to negotiate any change or additional terms and conditions with respect to the sale of the aforesaid real property as may be deemed fit and proper. SECTION 4: The City Manager and the City Clerk, respectively, are hereby authorized and directed to execute, attest and deliver such other documents, agreements and certificates as may be necessary to the sale herein authorized, including other documents referred to in said contracts. U SECTION 5: All ordinances or parts of ordinances in conflict herewith are hereby repealed. SECTION 6: This ordinance shall be in full force and effect from and after its passage, approval, and publication in the manner provided by law. Introduced: / �,1992 Adopted:_ 1992 • AT S . City Jerk proved s to form: Corpo tion Counsel 29Y61/63 0 Approved: _ ,Lj, 1992 ti TMayor EXMrr A • ORDINANCE 69-0-92 Legal Description of Subject Property: That part of the Southwest quarter of Section 24, Township 41 North, Range 13, East of the Third Principal Meridian described as follows: Beginning at the intersection of the centerline of Cleveland Street and the West line of Pitner Avenue as said roadways are located in said Southwest quarter of Section 24; thence South 89 degrees 49 minutes 35 seconds West, along the extention to the West of said centerline of Cleveland Street, 365.02 feet; thence North 24 degrees 26 minutes 16 seconds East, 831.52 feet; thence South 65 degrees 33 minutes 44 seconds East 60.0 feet to the former Easterly right of way of the Chicago and Northwestern Transportation Company, said point being 617.82 feet Southwesterly of the South line of Main Street (being 33 feet South of the North line of said Southwest quarter of Section 24) as measured along said Easterly right of way; thence South 24 degrees 26 minutes 16 seconds West, along said Easterly right of way, 691.30 feet, to a point of curve; thence Southeasterly along a curve to the left, having a radius of 30.0 feet, 60.01 feet to a point of tangency; thence North 89 degrees 49 minutes 35 seconds East, 227.59 feet to the West line of Pitner Avenue; thence South 02 degrees 29 minutes 30 seconds West, 60.06 feet to the point of beginning, in Cook County, Illinois. • 0 • ORDINANCE 69-0-92 Exhibit B Real Estate Sales Contract C. • 16-228FR-002MA 7/8/92-jhz CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE • THIS CONTRACT, entered into by and between LASALLE NATIONAL TRUST,. N.A., as successor trustee to LaSalle National Bank, not personally, but solely as trustee pursuant to Trust Agreement dated February 20, 1980 and known as Trust Number 107664 (hereafter "Purchaser") and THE CITY OF EVANSTON.. ILLINOIS, a municipal corporation (hereafter "Seller"), as of July , 1992. W I T N E S S E T H: 1. SALE AND PRICE. Seller shall sell to Purchaser and Purchaser shall purchase from Seller approximately sixty -six - thousand eight hundred ninety-one (66,891) square feet of vacant real property (hereafter "Property"), as set forth on the site plan attached hereto as Exhibit A and as legally described on Exhibit B attached hereto, together with all easements and other rights and appurtenances pertaining to the Property. The price (hereafter "Purchase Price") for such sale and purchase is Two Hundred Thousand Six Hundred Seventy -Three Dollars ($200,673.00). The Purchase Price is payable upon Closing (as hereinafter defined) by wire transfer of good federal funds or cashier's check, less earnest money applied, plus or minus prorations. 2. CLOSING. The closing of the transaction contemplated by this Contract (hereafter "Closing") shall be held at the office of Near North National Title Corporation or such other title insurer as shall be designated by Purchaser (hereafter "Title Company") in its Chicago office, or at such other location as Purchaser and Seller may agree upon, within sixty (60) days after delivery of the Closing Notice, as defined in the Redevelopment Agreement attached hereto as Exhibit C (the "Redevelopment Agreement"), or in the event there are Unpermitted Title Exceptions or Survey Defects, as defined hereinbelow, within thirty (30) days after receipt of a letter from the Title Company confirming that said Unpermitted Title Exceptions or Survey Defects have been cleared or insured over. Notwithstanding anything contained herein to the contrary, either Seller or Purchaser, upon written notice to the other, may terminate this Contract in the event Closing has not occurred by December 31, 1992. Upon such termination, the Earnest Money and all interest earned thereon shall be returned to Purchaser and the parties shall have no further obligations hereunder. At the Closing, Seller shall deliver to Purchaser closing documents in form and substance reasonably satisfactory to Purchaser. Seller shall deliver copies of all of its closing documents to Purchaser prior to Closing. The closing documents shall include, but shall not necessarily be, limited to, the following: • (i) recordable warranty deed in trust conveying the Property to Purchaser or its designee, subject only to the permitted exceptions set forth on Exhibit D attached hereto; (ii) Owner's Title Insurance Policy (in the form described in Paragraph 3 hereinbelow) or the Commitment, as hereinafter defined, updated through and "marked" to reflect the Closing; such other documents as are required by this Contract or the Title Company. The Closing of the sale and purchase of the Property shall be effected through an escrow with the Title Company in accordance - with the provisions of the form of Deed and Money Escrow Agreement then in use by the Title Company, with such special provisions inserted in the escrow agreement as may be required to conform with the terms of this Contract. Upon the creation of such escrow, the Earnest Money then on deposit pursuant to the provisions of Paragraph 9 shall be deposited into the escrow. The cost of the escrow shall be shared equally between the parties. The parties shall effect a "New York Style Closing", with each party sharing equally in the cost of the same. • _ 3. TITLE INSURANCE POLICY. Prior to Closing, Purchaser shall procure a Commitment for Title Insurance (ALTA Form 1970-B, as amended, or 1987, if available) from the Title Company (the "Commitment") in the amount of Ten Thousand Dollars ($10,000.00) and containing no exceptions to title other than the permitted exceptions set forth on Exhibit D hereto, with extended coverage over the standard and general exceptions. The owner's title insurance policy, when issued, shall be in the full amount of the Purchase Price and shall include ALTA Restriction Endorsement No. 1, Zoning Endorsement No. 3.0, a contiguity endorsement (covering, without limitation, the contiguity of the Property to Pitner Avenue, as well as the adjacent property owned by (i) William Gurtz and (ii) Map Investments, Inc., Philip V. Zera and Alexander A. Zera, Jr.) and affirmative endorsements insuring any easements providing access to or drainage from, or otherwise materially benefitting, the Property. The Commitment shall indicate Seller as holding legal title to the Property. Upon Closing, Seller shall pay all title insurance charges and shall reimburse Purchaser for all costs incurred by Purchaser in procuring the Commitment. 4. SURVEY. Prior to Closing, Purchaser shall procure a plat of survey (the "Survey") of the Property, made in compliance with ALTA standards, dated after the date of this Contract and certified to the Purchaser, the Purchaser's beneficiary, Seller 0 -2- and the Title Company. The Survey should certify the square• footage of the Property. The Survey shall be certified to such other parties as Purchaser shall request prior to Closing. Upon Closing, Seller shall reimburse Purchaser for the cost of the Survey. S. PURCHASER OBJECTIONS. Purchaser shall either approve or disapprove the Commitment or Survey or both no later than ten (10) days following (i) the date Purchaser has received both the Commitment and Survey and (ii) the date Wal-Mart Stores, Inc. ("Aal-Martff) has advised Purchaser of the title and survey matters deemed to be unpermitted under Wal-Mart's agreement to -purchase the Property 'from Purchaser. If the Commitment or Survey discloses title exceptions other than those set forth in Exhibit D attached hereto or objected to by Wal-Mart (the "Unpermitted Title - Exceptions"), or survey matters that may adversely affect the value of the Property or objected to by Wal-Mart (hereinafter "Survey Defects"), Seller shall have thirty (30) days following Purchaser's delivery of its notice of disapproval (the "Correction Period") and shall use its reasonable efforts to have the Unpermitted Title Exceptions removed from the Commitment and to correct such Survey Defects or to have the Title Company commit to insure against loss or damage that may be occasioned by such Unpermitted Title Exceptions or Survey Defects; provided, however, Seller may remove upon Closing any Unpermitted Title Exceptions capable of being waived with the payment of all or a portion of the Purchase Price upon Closing. If Seller fails to have the • Unpermitted Title Exceptions removed or fails to correct any Survey Defects, or in the alternative, to obtain the commitment for title insurance specified above as to such Unpermitted Title Exceptions or Survey Defects during the Correction Period, Seller shall so notify Purchaser prior to the expiration of the Correction Period and Purchaser may, upon notice to Seller given within ten (10) days after the, expiration of the Correction Period, elect to terminate this Contract, in which event the Earnest Money and all interest earned thereon shall be returned to Purchaser. If Purchaser fails to make such election within said ten (10) day period, Purchaser shall accept title to the Property at Closing subject to the Unpermitted Title Exceptions and Survey Defects and may deduct from the Purchase Price liens or encumbrances of a definite or ascertainable amount. 6. POSSESSION. Purchaser shall be entitled to full possession of the Property upon Closing. Upon Closing, the Property shall be free from abandoned or dumped personal property and waste, including, but not limited to, vehicles and household appliances. -3- • 7. CLOSING COSTS AND PRORATIONS. Water and other utility - charges, fuels, prepaid service contracts, real estate taxes and assessments (to the extent that the Property is not exempt from taxation), and other similar items shall be adjusted ratably as of the time of Closing. Notwithstanding the foregoing, the parties agree at Closing to prorate all unpaid 1991 real estate taxes (due in 1992) and 1992 real estate taxes (due in 1993) through the date of Closing, based upon the greater of (a) the most recent tax bill and (b) the most current assessed valuation of the Property and the most recent tax rate and equalization factors applied in determining the most recent tax bill. Upon Closing,. Seller and Purchaser shall enter into a real estate tax reproration agreement in form acceptable to counsel for Seller and Purchaser. Said agreement shall provide that (i) the real estate tax credit(s) received upon closing shall be reprorated upon receipt of the - final tax invoices for the applicable period(s) and (ii) Seller shall not be responsible for any increase in real estate taxes attributable to post -closing improvements to the Property. Seller shall pay for all title insurance charges, State, County and Municipal transfer stamps (in the event the transaction contemplated herein does not qualify for an exemption from the same) and recording fees for the release of Unpermitted Title Exceptions, provided Purchaser shall pay the fee for recording the warranty deed. • S. COMMISSIONS. Seller and Purchaser represent that they have dealt with no broker in connection with the Property or the transactions contemplated hereby. Each party indemnifies and saves and holds the other harmless against any claim for brokerage commissions or compensation or other claims of any kind (including reasonable attorneys' fees and costs) arising from the breach of this representation. 9. EARNEST MONEY DEPOSIT. Upon the complete execution and delivery of this Contract, Purchaser shall deposit into a strict joint order escrow at the Title Company the amount of One Thousand Dollars ($1,000.00) (the NEarnest Money"). At Closing all Earnest Money will be credited against the Purchase Price. The cost of the strict joint order escrow shall be shared equally between the parties. 10. PURCHASER DEFAULT. In the event Purchaser fails to close this transaction other than due to Seller's default or to the permitted termination hereof by Purchaser pursuant to the applicable provisions hereof, Seller, as its sole and exclusive remedy, shall be entitled to receive the Earnest Money as liquidated damages, such Earnest Money representing Seller's actual damages, the exact amount of which would be difficult or impossible to ascertain. • -4- 11. SELLER DEFAULT. If Seller defaults in performing any -of Seller's obligations under this Contract for any reason other than Purchaser's default or if any of the warranties or representations of Seller contained herein are untrue at the Closing, Purchaser, at its option, may terminate this Contract and receive a full and immediate refund of the Earnest Money, together with all interest earned thereon, and Purchaser may seek to enforce specific performance of this Contract and pursue any and all rights and remedies Purchaser may have at law or in equity. Notwithstanding the foregoing, if after Closing Seller breaches any of its representations, warranties or obligations hereunder or Purchaser then becomes aware of a pre -closing breach, Purchaser may bring an action against Seller for actual damages suffered by Purchaser by reason thereof. 12. DUE DILIGENCE PERIOD. Within five (5) days following the date of the complete execution and delivery of this Contract, Seller shall deliver to Purchaser and Wal-Mart all instruments, documents, records and the like referenced below in Seller's possession or reasonably obtainable by Seller, if any. Purchaser and Wal-Mart shall have thirty (30) days subsequent to such delivery (the "Due Diligence Period") to review and approve the following matters, and Purchaser's obligations hereunder shall be conditioned upon such review and satisfaction with such matters: (a) Purchaser's physical inspection and testing of the Property to determine the suitability of the condition• thereof; (b) Purchaser's review and approval of any and all applicable governmental ordinances, rules and regulations, and evidence of Seller's compliance therewith; (c) The most recent real estate tax bills for the Property; (d) Any environmental, toxic waste, engineering and other studies or reports relating to the Property; (e) All licenses, permits, and other governmental approvals relating to the ownership, operation and maintenance of the Property; and (f) Evidence that the Property has unobstructed access to public rights -of -way and direct access to all public utilities and sewerage facilities. As used herein, "direct access" shall mean that such public utilities and sewerage facilities shall be available for hookup at the property line and are already in service. -50 - Purchaser shall be deemed to have reviewed and approved the above -referenced matters unless Purchaser delivers Seller written notice otherwise prior to the termination of the Due Diligence Period. 13. PURCHASER'S AND AAL-MART'S INSPECTION RIGHTS. From and after the date of the complete execution and delivery of this Contract, Purchaser and Wal-Mart and their agents, contractors and subcontractors shall have the right, upon advance notice to Seller, to enter upon the Property to make any and all inspections and tests as may be necessary or desirable in Purchaser's reasonable judgment and discretion. Purchaser shall use care and consideration in connection with any of its inspections and shall cause Wal-Mart to do the same. Purchaser shall indemnify and hold Seller harmless from claims for damages resulting from Purchaser's - negligent acts or omissions in connection with its inspections. Purchaser shall secure liability insurance coverage with respect to its activities upon the Property pursuant to this Paragraph 13 and said insurance coverage shall name Seller as an additional named insured. In the event Purchaser shall fail to close the transactions contemplated herein, Purchaser shall restore the Property, to the extent the same has been damaged by the inspections. 14. CONDITION OF PROPERTY. Purchaser shall acquire the isProperty in "AS IS" condition. Except as otherwise provided in this Contract, neither Seller nor any agents or employees of Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to Purchaser or any agents or employees of Purchaser with respect to the condition of the Property, its fitness for any particular purpose or its compliance with any laws, and Purchaser is not aware of, and does not rely upon, any such representation to any other party. 15. PURCHASER'S CONTINGENCIES. Purchaser's obligations hereunder are contingent upon the satisfaction of the following conditions (the "Purchaser's Contingencies") on or before Closing: (a) All of the parties thereto shall have executed and performed their obligations to the time of Closing under the Redevelopment Agreement, no party shall be in default thereunder, no condition shall exist, which with the passage of time, shall give rise to a default by any party, and Purchaser shall have completed all acts and things necessary to date to effect the redevelopment of Main Street Commons Shopping Center. (b) Purchaser and Highland Superstores, Inc. ("Highland") shall be prepared to close Purchaser's acquisition of the property legally described and designated as the = M. "Highland Property" in Exhibit E attached hereto, or• such closing shall occur simultaneously with the Closing. (c) Purchaser and Map Investments, Inc., Philip V. Zera and Alexander A. Zera, Jr. shall be prepared to close Purchaser's acquisition of the property legally described and designated as the "Zera Property" in Exhibit F attached hereto, or such closing shall occur simultaneously with the Closing. (d) Purchaser and Wal-Mart shall be prepared to close Purchaser's sale to Wal-Mart of the property legally described and designated as the "Redevelopment Property" in Exhibit G attached hereto, or such closing shall - occur simultaneously with the Closing. (e) Purchaser shall have recorded an amendment to that certain Deed of Declaration dated May 25, 1978, and recorded as Document No. 24504249. Said amendment shall be in form satisfactory to Purchaser and shall be executed and consented to by all required parties. (f) Purchaser and Highland shall have recorded an amendment to that certain Construction, Operation, Maintenance and Reciprocal Easement Agreement dated November 14, 1985, and recorded as Document No. 85294055. Said amendment shall be in form satisfactory to Purchaser and shall bele executed and consented to by all required parties. (g) Purchaser, Highland and Wal-Mart shall have executed and agreed to record a Construction, Operation, Maintenance and Reciprocal Easement Agreement affecting the Redevelopment Property and the property to be retained by Purchaser and Highland following the redevelopment of Main Street Commons Shopping Center. (h) Purchaser shall have obtained all governmental and other permits and consents necessary to date to effect the redevelopment of Main Street Commons Shopping Center. In the event any of Purchaser's Contingencies are not satisfied or waived as of the date of Closing, Purchaser may terminate this Contract upon notice to Seller, whereupon the Earnest Money and all interest earned thereon shall be returned to Purchaser with no further obligation on the part of either party. Purchaser's closing of the transactions contemplated by this Contract shall constitute a waiver of Purchaser's Contingencies. -70 - • 16. CONDEMNATION. If, prior to the Closing, all or any part of the Property shall be condemned or be subject to any pending or threatened condemnation by any governmental or other lawful authority, Purchaser may, at its option, either: (a) Complete the purchase of the Property, in which event all of the condemnation proceeds shall be payable to Purchaser, or if such proceeds are not available upon Closing, Seller shall assign all claims therefor and all right, title and interest therein to Purchaser; or (b) Terminate this Contract whereby all Earnest Money and interest earned thereon shall be returned to Purchaser with no further obligation on the part of either party. 17. NON -FOREIGN AFFIDAVIT. In accordance with the provi- sions of the Foreign Investment in Real Property Tax Act of 1980, as amended, Seller shall deliver to Purchaser at Closing a FIRPTA Certificate in form and context satisfactory to Purchaser's attorney and the Title Company. 18. ENTIRE AGREEMENT. This Contract embodies the entire agreement between the parties hereto and cannot be amended or varied without the express written agreement of the parties hereto. In the event that any litigation arises hereunder it is specifically stipulated that this Contract shall be interpreted according to the laws of the State of Illinois, and the prevailing party in any litigation shall be entitled to recover, as a part of its judgment, reasonable attorney's fees. 19. SUCCESSORS. This Contract and the terms and provisions hereof shall insure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns, unless specifically excluded. 20. REPRESENTATIONS. Seller represents, warrants and coven- ants that as of the date of this Contract and as of the date of Closing: (a) To the best of Seller's knowledge, there are no uncured violations of any law, ordinance, order, regulation, rule or requirement of any governmental authority affecting the Property, and Seller has received no notices with respect to the same; (b) Seller is vested with all necessary legal authority to enter into this Contract; has full power, authority and legal right, and will have obtained all approvals and consents required to execute this Contract and to carry out all of Seller's obligations under this Contract; and 0 -8- this Contract will constitute the valid and binding• obligation of Seller in accordance with its terms; (c) No notices or requests have been received by Seller from any governmental agency, insurer or utility with respect to the Property with which Seller has failed or refused to comply. Any such notices or requests received prior to Closing shall be complied with by Seller at its expense; (d) There are no claims, demands, liabilities or actions pending or, to the best of Seller's knowledge, threatened against Seller or the Property (including, without limitation, pending or threatened condemnation proceedings by any public or governmental agency or authority) which constitute or might result in a lien or claim against the Property, which could prevent, prohibit, delay or interfere with Purchaser's use of the Property for its intended uses and purposes, or which could otherwise deprive Purchaser of any portion of the Property; (e) There are no leases or contracts, whether written or oral, affecting the use, maintenance and operation of the Property, which shall survive the Closing; (f) Except as otherwise provided in this Contract, from and after the date hereof, Seller shall (except in the case of emergency) refrain from (i) performing any grading or excavation, or making any other changes or improvements upon or about the Property; (ii) creating or incurring any mortgage lien, other liens, pledge or other encumbrance in any way affecting the Property and exceeding the Purchase Price; and (iii) committing any waste or nuisance upon the Property. Seller shall observe all laws, ordinances, regulations and restrictions affecting the Property and its use, and pay all bills and expenses regarding the Property until the Closing; (g) There are no outstanding options or rights granted by Seller to acquire the Property, or any part thereof, and there is no party other than Purchaser having any right or option to acquire the Property or any part thereof, except any foreclosure rights set forth in'any mortgages affecting the Property; (h) To the best of Seller's knowledge, no violation exists of any restriction, condition or agreement of record which affects or relates to the Property; • (i) To the best of Seller's knowledge, the Property contains no environmental defects. For purposes of this Contract, an "environmental defect" shall mean the presence of (1) any Hazardous Materials (as hereinafter defined) in or about the Property or the soil or groundwater thereof, (2) any above ground or underground tank on the Property, or (3) the violation of any Environmental Law (as hereafter defined) by any condition existing on the Property or any operation or discharge thereon. For purposes of this Contract, the term "Hazardous Materials" shall mean and include any hazardous, toxic or dangerous substances, pollutant or contaminant or material defined as such in or for purposes of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 USC Section 9601, et. seq.), the Hazardous Materials Transportation Act (49 USC Section 1802, et. seq.), the Resource Conservation and Recovery Act (42 USC Section 6901, et. seq.) or any other federal, state or local statute, law, ordinance, code, rule, regulation, guideline, order or decree regulating, relating to or imposing liability or standards of conduct on matters of environmental protection, pollution, health, safety, sanitation or conservation, including, without limitation, those relating to the presence, maintenance and removal of asbestos, underground storage tanks and petroleum and petroleum products (collectively, "Environmental Laws"). (j) To the best of Seller's knowledge, all permits and licenses have been validly issued and are in good standing with respect to the Property, and Seller has not received any notices indicating otherwise. 21. NOTICES. Subject to the right of any party to designate a different address for itself by notice similarly given, all notices required by this Contract shall be in writing, signed by the party giving the same or its respective agent or attorney, shall be personally served or sent by U. S. Certified mail, postage prepaid, and shall be addressed as follows: If to Seller: The City of Evanston 2100 Ridge Avenue Evanston, Illinois 60201-2716 Attention: City Manager -10- • with a copy to: Jack M. Siegel, Esq. Altheimer & Gray 10 South Wacker Drive, Suite 4000 Chicago, Illinois 60606 If to the Purchaser: Mr. Larry Freed Joseph J. Freed and Associates, Inc. 1000 Capitol Drive Wheeling, Illinois 60090 with a copy.to: Edward E. Yalowitz, Esq. Holleb & Coff 55 East Monroe Street, Suite 4100 Chicago, Illinois 60603 Notices shall be deemed given upon mailing, if mailed, or upon delivery, if personally delivered. 22. SURVIVAL. The representations; warranties, covenants, obligations and other terms and provisions of this Contract shall• survive the execution, delivery and recording of the deed. 23. HEADINGS. Paragraph headings used in this Contract are for convenience of reference only and do not affect the meaning of the provisions.which they precede. 24. SEVERABILITY. The invalidity or unenforceability of any provisions of this Contract will not affect the validity or enforceability of the remaining provisions of this Contract. 25. TIME OF THE ESSENCE. Time is of the essence of this Contract. 26. EXECUTION. In witness whereof the parties have agreed to the above and foregoing in its entirety as of the day and year first set forth above, and have executed this Contract on the day and year set forth by each party's place for execution below. Upon Seller's execution, Seller shall provide Purchaser with evidence of Seller's authority to execute this Contract. 27. PROHIBITION OF RECORDING. Except in the event of a default by Seller hereunder, Purchaser shall neither record this Contract nor a memorandum hereof. Any violation of this -11- . • • prohibition shall constitute a default hereunder and the Contract may thereupon be terminated by Seller upon notice to Purchaser. 28. PURCHASER'S CONSULTATION WITH WAL-MART. Seller acknowledges and agrees that (i) Purchaser has executed this Contract in furtherance of a plan of redevelopment for Main Street Commons Shopping Center, (ii) Wal-Mart will be consulted regarding the decisions and actions to be taken by Purchaser hereunder and (iii) Purchaser's decisions and actions hereunder may be based upon the advise or pursuant to the directions of Wal-Mart. 29. EXCULPATION. This Contract is executed by LaSalle National Trust, N.A., not personally but as Trustee under Trust Number 107664 as aforesaid, in the exercise of the power and authority conferred upon and vested in said trustee as such, and' it is expressly understood and agreed that nothing in said Contract contained shall be construed as creating any liability on said Trustee or any beneficiary personally to pay any indebtedness accruing thereunder, or to perform any covenants, either expressed or implied, in said Contract (all such liability, if any, being waived by every person now or hereafter claiming any right or security thereunder) and that so far as said Trustee or any beneficiary is concerned, the owner of any indebtedness or right accruing under said Contract shall look solely to the Property described therein for the payment or enforcement thereof, it being understood that said Trustee merely holds legal title to the Property described therein and has no control over the management thereof or the income therefrom and has no knowledge respecting rental, leases or other factual matters with respect to said Property, except as represented to it by the beneficiary or beneficiaries of said trust. Trustee does not warrant, indemnify, or defend title nor is responsible for any environmental damage. -12- Date: Date: PURCHASER: LaSalle National Trust, N.A., not personally, but as Trustee aforesaid By:, Its: SELLER: The City of Evanston, a municipal corporation By: -13- Its: • • • EXHIBIT A SITE PLAN C: 0 EXHIBIT B LEGAL DESCRIPTION • • • • EXHIBIT D PERMITTED EXCEPTIONS r 1 U • EXHIBIT E HIGHLAND PROPERTY LEGAL DESCRIPTION C, • • • EXHIBIT F ZERA PROPERTY LEGAL DESCRIPTION • • EXHIBIT G REDEVELOPMENT PROPERTY LEGAL DESCRIPTION • E