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HomeMy WebLinkAboutORDINANCES-1988-024-O-88} 24-0-88 AN ORDINANCE Authorizing the City Manager To Execute Amendments To lair Rights Lease With Rescorp Development, Inc. For Church Street/Chicago Avenue Project • WHEREAS, the City of Evanston owns the real property I' bounded by Clark Street on the North, Chicago Avenue on the West, Church Street on the South, and a public alley on the East, commonly known as City of Evanston Parking Lot 28 legally described as follows and hereinafter referred to as the "Property": and r All that part of Lot 1 in Plat of Consolidation of the South 12 feet of Lot 3 and all of Lots 4, 5, 6, 7, 8, 9 and 10 together with all that part of Lot 2 and Lot 3 (except the South 12 feet thereof), all in Block 14, in Evanston, in the East half of Section 18, Township 41 North, Range 14, East of the Third Principal Meridian, in Cook County, Illinois, WHEREAS, the City Council of the City of Evanston has determined that the use 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 lease of said Property to qualified parties who will develop the same for commercial use, including a public parking garage; and WHEREAS, pursuant to Ordinance 87-0-87 of the City of Evanston adopted September 28, 1987, the City Council by a vote of two-thirds of the elected Aldermen then holding office did direct that the process to lease said Property shall be by negotiation and that the City Manager shall be authorized to negotiate on hehalf of the City; and • WHEREAS, pursuant to said ordinance said negotiations have occurred; and WHEREAS, pursuant to ordinance 130-0-87 and 131-0-87 adopted January 25, 1988, the City Council by a vote of -1- two-thirds of the elected Aldermen then holding office did i authorize and direct the City Manager to execute and the City, Clerk to attest to a lease and a lease with Qgtion to tenant to i purchase certain air rights with the City of Evanston as • landlord and, Church Street Associates Limited Partnership, an Illinois limited partnership of which Rescorp Development, Inc:, Cragin Service Corporation, Fidelity Corporation, Holbrook Enterprises, Inc., and Liberty Lincoln Service Corporation,'are the general partners and an Illinois land trust to be formed, of which Church Street Associates Limited Partnership is the sole beneficiary, as tenant; and WHEREAS, such documents have been executed and, WHEREAS, in order to facilitate the objectives of said lease it is necessary, appropriate and in the best interest of the City that certain amendments be made to said leases. Said amendments are set forth in Exhibit A attached hereto and incorporated herein by reference. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF • THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: set forth. SECTION 1: The City Council of the City of Evanston finds as fact the recitals hereinabove as SECTION 2: That the amendments to certain leases between the City as landlord and Church Street Associates Limited Partnership, an Illinois limited partnership of which Rescorp Development, Inc., Cragin Service Corporation, Fidelity Corporation, Holbrook Enterprises, Inc., and Liberty Lincoln Service Corporation, are the general partners and an Illinois land trust to be formed, of which Church Street Associates Limited Partnership is the sole beneficiary, as tenant, attached as Exhibit A hereto, are hereby accepted by the City Council of the City of Evanston for I • the following described real property: -2- All that part of Lot 1 in Plat of Consolidation of the South 12 feet of Lot 3 and all of Lots 4, 5, 6, 7, 8, 9 and 10 together with all that part of Lot 2 and Lot 3 (except the South 12 feetthereof), all in Blook 14, in Evanston, .in the East half of Section 18, Township 41 North, Range 14, East of the Third Principal Meridian,. in Cook County, Illinois, • commonly known as City of Evanston parking Lot 28. n U • SECTION 3: The City Manager is hereby authorized and directed to sign, and the City Clerk is hereby authorized and directed to attest to the aforesaid amendments as set forth in Exhibit A, provided, however, that the project is in compliance with all applicable codes, including the Zoning Ordinance. The City Manager is further authorized to negotiate any changes or additional terms and conditions with respect to the lease 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. 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: Adopted: 07- ATTEST: C-ty Clerk r proved as _o form: - r`� Corpo-ilation Counsel 1988. y Appr,- ved; 1988. Mayor -3- EXHIBIT "A" •evanston e502-001R eg 015 4/20/88 CITY OF EVANSTON CHURCH STREET PROJECT SCHEDULE OF MAJOR DATES May 31, 1988 - Last date for Developer to furnish • to City final binding written commitments for financing. ' August 31, 1988 - Last date for commencement of construction of the Project (90 , days after final binding written commitment for financing is. obtained) . June 1, 1989 - Completion date for Public Garage, �. subject to extension for 1 Unavoidable Delays. August 31, 1989 - Latest date on which payment of Minimum Rent of $130,000/year commences under the Air Rights Lease. December 31, 1989 - Completion date for the Project, subject to extension for , Unavoidable Delays. February 28, 1990 - Final completion date for the Public Garage notwithstanding Unavoidable Delays. ' September 30, 1990 - Final completion date for the Project notwithstanding Unavoidable • Delays. I November 1, 1990 - Latest date on which payment of Minimum Rent of $68,000/year commences under the Ground Lease. i �-7k14l 61 / 7' " • • originally included as part of the initial term. The word "Term" as used in this Lease shall be deemed to include the Renewal Term with respect to which a Renewal Option has been exercised. 17.03. Amendment. If Tenant exercises any RanewAl 0ptipal Landlord and Tenant shall execute and deliver an *jW to this Lease reflecting the renewal of the initial term, or the then existing Renewal Term, as the case may be, on the terms provided above, which amendment shall be executed and delivered after Tenant exercises such Renewal Option. 17.04. Termination. Notwithstanding anything contained herein to the contrary, the Renewal Options automatically shall terminate and become null and void upon the first to occur of. (i) the expiration or termination of this Lease, (ii) the termination of Tenant's right to possession of the Premises, or (iii) the failure of Tenant timely or properly to exercise any Renewal Option. ARTICLE 18 Options to Purchase 18.01. Purchase Option. Provided that this Lease is in full force and effect, that Tenant,is not then in default hereunder and that no notice of default has been given by Landlord to Tenant which remains uncured, Landlord grants to Tenant an option to purchase the Premises ("Purchase Option") on the tenth (loth) or any subsequent anniversary of the Commencement Date during the Term,at a purchase price and on the terms and conditions set forth in this Article 18. The Purchase Option granted hereby shall be exercised, if at all, only by a written notice of such election given by Tenant to Landlord not less than 120.days prior to the tenth (loth) or any subsequent anniversary of the Commencement Date together with an earnest money deposit (the "Deposit") in an amount equal to current Rental for one year. The sale and,purchase of the Premises ("Closing") shall be consummated at 10:00 a.m. at the offices of the attorneys for Landlord, or at such other time of day and location as is mutually agreeable to Landlord and Tenant, on the first day of the first Lease Year after the date on which the Purchase Option is exercised. 18.02. Terms of Purchase Option. (a) The purchase price for the Premises ("Purchase Price") shall be an amount equal to the fair market value of the Premises determined by appraisal in the manner set forth in Section 3.05 above, made as of the date on which the Purchase Option is.exercised. If Tenant exercises the Purchase Option by the time and in the manner set forth in Section 18.01 above, the Purchase Price shall be paid by -50- wire transfer of.good Federal funds in Chicago, Illinois at the Closing. (b) The Closing shall be a day of income and a day of expense to the Landlord. Rental shall be prorated as of and paid by Tenant through the day of Closing. Thp-re phall b@ no, other pZQrations. Tenant shall pay for all ,c:Qsts :4,,64 expenses in connection with the Closing, including without limitation, all transfer tax stamps, if any, due with • respect to the "Deed" (hereinafter defined), recording charges, all title insurance premiums and the cost of any survey desired by Tenant. ,. (c) Upon payment of the Purchase Price at the Closing Landlord shall deliver to Tenant a statutory quit claim deed (the "Deed") conveying to Tenant or its nominee all of Landlord's right, title and interest in the Premises. Landlord and Tenant each agree,to sign and deliver an ALTA Statement, customary transfer tax declarations, if required, and a closing statement. In addition, Landlord shall sign and deliver to Tenant or its nominee an assignment of Landlord's right, title and interest as Landlord under this Lease in recordable form. 18.03 Preliminary Option. Notwithstanding the foregoing provisions of this Article 18, provided that (i) the .Project and Improvements have been completed in accordance with the provisions of this Lease, (ii) a Permanent Certificate of Occupancy has been issued with respect to the Improvements, (iii) tenants are in occupancy of not less than 25% of the apartment units within the completed Improvements and are paying rent under leases approved by the Leasehold Mortqaqee (as defined in Section 9.03), (iv) the Leasehold Mortgagee.has funded the Leasehold Mortgage (securing a loan havinq a term of not less than 10_ years), substantially in accordance with the terms of its commitment, and (v) the conditions provided in the first sentence of Section 18.01 are in effect, Landlord grants to Tenant an • option to purchase the Premises ("Preliminary Option") (a) on or before the second anniversary of the Commencement Date or (b) on the first day of any calendar month during the six-month period immediately following such second anniversary. If the purchase pursuant to the Preliminary Option is completed on or before the second anniversary of the Commencement Date, the Purchase Price shall be $1,488,370. If such purchase is completed during the six-month period followinq such second anniversary, the Purchase Price shall be $1,525,000. The Preliminary Option granted hereby shall be exercised, if at all, only by a written notice of such election qiven by Tenant to Landlord not less than 120 days prior to such second anniversary or to such first day of the calendar month above provided, together with the Deposit in the amount provided in Section 18.01. The Closing shall be consummated on the date specified in such written notice in accordance with the. provisions of this Section 18.03 at the time and place provided in the last sentence of Section 18.01. -51- c 18.04 Terms of Preliminary Option. If Tenant exercises the Preliminary Option at the time and in the manner set forth in Section 18.03 above, the payment of the -Purchase Price, determined in accordance with Section 18.03, and the Closing shall be effected in accordance with the provisions of Section 18 1 ¢z. 18.65j�3. Termination. If Tenant exercises the Purchase Option pursuant tom=-'�-tiele 10 Section 18.01 and the Closing • is not consummated due to a default by Tenant, (i) Landlord shall be entitled to retain, as liquidated damages, the Deposit delivered to Landlord pursuant to Section 18.01, and (ii) the Purchase Option shall not be exercisable by Tenant for a period of five (5) years thereafter, unless such time restriction is waived in writing by the City. If Tenant exercises the Preliminary Option pursuant to Section 18.03 and the Closing is not consummated due to a default by Tenant, (i) Landlord shall be entitled to retain, as liquidated damages, the Deposit delivered to Landlord pursuant to Section 18.03, (ii) the Preliminary Option shall be terminated without further notice, but (iii) such termination shall not affect Tenant's rights with respect to the Purchase Option. ARTICLE 19 Exculpatory Provisions 19.01. Exculpatory Provision - Landlord. It is expressly understood and agreed by Tenant that none of Landlord's covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements of Landlord, but are for the purpose of binding the Premises and liability or damage for breach for nonperformance by Landlord shall be collectible only out of the Property demised hereby and no personal liability is assumed by.nor at any time may be asserted • or enforced against Landlord or any of its officials, employees or agents or any of its or their heirs, legal representatives, successors or assigns, all such personal liability, if any, being expressly waived and released by Tenant. 19.02. Exculpatory Provision - Tenant. (a) This Lease is executed by American National.Bank and Trust Company of Chicago, not individually but solely as Trustee under a Trust Agreement dated February 1, 1988, and known as Trust No. 104564-08. It is expressly understood and agreed that nothing herein shall be construed as creating any liability whatsoever against Trustee personally; and without limiting the generality of.the foregoing, there shall be no personal liability of Trustee to pay any indebtedness accruing hereunder or to perform any covenant or agreement, express or implied, herein contained, -52-