HomeMy WebLinkAbout05.07.12
SPECIAL CITY COUNCIL MEETING
CITY OF EVANSTON, ILLINOIS
LORRAINE H. MORTON CIVIC CENTER
2100 RIDGE AVENUE, EVANSTON 60201
COUNCIL CHAMBERS
Monday, May 7, 2012
6:30 – 7:30 p.m.
ORDER OF BUSINESS
(I) Roll Call – Begin with Alderman Burrus
(II) Citizen Comment – 15 Minutes
(III) Agenda Items for Consideration
An Overview Memorandum Detailing the Property Acquisition and Proposed
Parking License Agreements of 1229 and 1223 -1225 Chicago Ave is provided as
a reference.
(A1) Ordinance 32-O-12 Authorizing the City Manager to Execute an Assignment
of Real Estate Contract for the Purchase of Real Property at 1223 -1225
Chicago Avenue, Evanston
Staff recommends City Council approval of Ordinance 32-O-12, authorizing the
City Manager to execute an assignment of a real estate contract from
Gendell/WNB, LLC for the purchase of real property from Sona Realty at 1223-
1225 Chicago Avenue, Evanston. This item was introduced at the March 19,
2012 City Council meeting. This item was held over at the March 26, 2012, April
10, 2012, and April 23, 2012 City Council meetings.
For Action
(A2) Resolution 32-R-12 Authorizing the Parking License Agreement with
Gendell/WNBLLC at 1223-1225 Chicago Ave
Staff recommends City Council approval of Resolution 32-R-12, authorizing the
City Manager to execute a license agreement with Gendell/WNB, LLC and their
development entity, Terraco, for parking at 1223-1225 Chicago Avenue,
Evanston.
For Action
Page 1 of 102
City Council Agenda May 7, 2012 Page 2 of 2
5/4/2012 4:12 PM
(A3) Ordinance 43-O-12 Authorizing the City Manager to Purchase Land Located
at 1229 Chicago Ave
Staff recommends City Council approval of Ordinance 43-O-12, authorizing the
City Manager to negotiate and execute a real estate purchase agreement with
Northwestern University for the real property at 1229 Chicago Avenue, Evanston.
Suspension of the Rules is requested.
For Introduction and Action
(A4) Resolution 33-R-12 Authorizing the Parking License Agreement with
Gendell/WNBLLC at 1229 Chicago Ave
Staff recommends City Council approval of Resolution 33-R-12, authorizing the
City Manager to execute a license agreement with Gendell/WNB, LL C and their
development entity, Terraco, for parking at 1229 Chicago Avenue, Evanston.
For Action
(IV) Adjournment
Information is available about Evanston City Council meetings at: www.cityofevanston.org/citycouncil.
Questions can be directed to the City Manager’s Office at 847-866-2936. The City is committed to
ensuring accessibility for all citizens. If an accommodation is needed to participate in this meeting, please
contact the City Manager’s Office 48 hours in advance so that arrangements can be made for the
accommodation if possible.
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For City Council meeting of May 7, 2012
Overview Memorandum for 1229, 1223-1225 Chicago Ave Property Acquisition
and Proposed Parking License Agreements
To: Honorable Mayor and Members of the City Council
From: Steve Griffin, Community & Economic Development Department Director
Nancy Radzevich, Economic Development Division Manager
Johanna Nyden, Economic Development Coordinator
Subject: Overview of 1229 and 1223-1225 Chicago Avenue Property Acquisition
and Proposed Parking License Agreements
Date: May 4, 2012
Summary of Proposed Acquisition:
In early February 2012, Trader Joe’s announced that it was scheduled to open a store
at 1211 Chicago Avenue in the second quarter of 2013. This announcement was the
culmination of over a year of real estate development and recruitment activity by local
developer, Terraco (“the developer”), and staff. The announcement was scheduled
upon execution of a 15-year lease agreement between Trader Joe’s and Terraco, for
this location, with options to extend to a total of 35 years. At the time of the
announcement, the site plan of the proposed store was still in the process of
development.
Since the February announcement, the developer has submitted a proposed site plan
for the project that includes a 13,000 square foot store with a 78-stall surface parking lot
located on the property at addresses commonly known as 1211 Chicago Avenue, 1223 -
1225 Chicago Avenue, and 1229 Chicago Avenue. The proposed site lay-out and
design of the property will be subject to Plan Commission review and City Council
consideration, through the Planned Development process. Below is a description of the
properties associated with the development.
1211 Chicago Avenue was purchased in August 2011 by Terraco for
$2,300,000. The approximately 23,000 square foot commercial property
contains a building that formally housed a Blockbuster Video store.
1223-1225 Chicago Avenue is currently owned by Sona Realty, but was placed
under contract for purchase in the fall of 2011 by Terraco for a purchase price of
$1,400,000. The 9,000 square foot property was originally purchased by the
current owner in 2004 for $1,100,000 and is currently improved with a single-
story retail building.
Memorandum
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1229 Chicago Avenue is an approximately 9,000 square foot parcel, owned by
two parties. The underlying land is owned by Northwestern University, while the
improvement, a single-family house, is owned by another party that leases the
land from Northwestern University. The proposed purchase price of the property
is $650,000.
The draft site plan for this project proposes the demolition or relocation of the existing
structures at all addresses and construct the new 13,000 square foot store at the most
southern portion of the site. Trader Joe’s anticipates that the proposed store at 1211
Chicago Avenue will be a successful one and that there will be a high -demand for
parking at this location. In order to address the anticipated parking demand in this
dense corridor, it is proposed that the property located at 1223-1225 Chicago and at
1229 Chicago Avenue, both located immediately north of the future Trader Joe’s, be
acquired by the City for the purposes of parking. The additional parking created through
a new City-owned parking lot will help ensure that metered parking spaces on Chicago
Avenue and residential neighborhood parking will not be affected by overflow parking.
The proposed purchase price for the approximately 18,000 square foot assemblage is
$2,050,000, or approximately $114 per square foot of land. In the past several years,
there have been some examples of property sales in Evanston and the northside of
Chicago that offer a significant level of development potential that were sold at similar
prices per square foot to the property discussed in this memorandum . A recent example
of this is earlier this year when Focus Development paid a recorded $5,000,000 for the
approximately 39,000 square foot property at 1717 Ridge Avenue for an apartment
redevelopment. On a square foot basis the purchase price was $128 per square foot of
land. In 2009, the property at 5440 North Clark Street, a former paint and wall paper
store on 39,000 square feet of land, in Chicago s old for $7,675,000. The price per
square foot of this property was $196 per square foot of land.
Funding Source:
The cost to purchase both properties is $2,050,000. Because this property’s main use
will be parking, staff proposes that funds be used from the City’s Parking Fund. The
Parking Fund will maintain ownership of the property and as such this will be an
exchange of assets within the Parking Fund (Cash for Land).
Summary of Parking License Agreements:
In order to legally permit Terraco to develop the parking lots in coordination with the
Trader Joe’s development, staff is recommending that City Council authorize the City
Manager to execute two Parking License agreements, one for each parcel that is
contemplated to be purchased. The following outlines key points of the proposed
parking license agreements that would be applicable for both parcels.
1) The developer will pay a one-time $25,000 license fee for each of the two
parcels to utilize the parking spaces. This fee will be due one month following
the date of opening of the Trader Joe’s store.
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2) The developer will pay for all demolition/relocation and construction of parking
improvements to the property and shall not s eek reimbursement from the
City.
3) The City will retain the right to permit 24 parking spaces at the north end of
the parking lot during “non-operating hours” for Trader Joe’s. Following the
initial year of operation, developer, City, and Trader Joe’s will determine if
there is capacity to extend parking into evening operating hours.
4) The term of the license is for a period of 70 years from date of execution. In
order for the developer to satisfy lending terms to obtain a construction loan
for this project, the lenders seek a minimum of a 70-year term for the license
agreement. For the term of the license, assuming that the City could obtain
revenue from this lot over these 70 years at $35 to $60 a space per month,
the value of the license is between $1.4 million and $2.5 million.
5) The developer is responsible for all maintenance and repair of the parking lot
improvements.
6) The property is prohibited from being considered property tax-exempt and
property taxes for this property will be paid by the tenant. The lease between
Trader Joe’s and Terraco explicitly states that Trader Joe’s will be responsible
for paying all property taxes assessed on the parking lot and building.
Summary of Projected New Tax Revenue:
Trader Joe’s stores generate a significant amount of sales. Based on indust ry
benchmarks, stores generate an approximate average of $1,800 in sales annually per
square of store. Stores in more popular markets have been known to generate upwards
of $2,500 in sales annually per square foot of store. This translates into a range of
individual store sales between $23,400,000 and $32,500,000 for a 13,000 square foot
store. Based on these estimates it is projected that Trader Joe’s could generate the
following new revenue for the City:
Sales Tax: As a Home Rule community, the City levies a one percent (1.0%) tax
as a portion of the general sales tax rate for eligible food and beverages
purchased in Cook County. Based on the estimated eligible sales between
$23,400,000 and $32,500,000 that would be subject to the sales tax, projected
sales tax collected by Evanston is estimated between $234,000 and $325,000.
General Merchandise Tax: The City levies a one percent (1.0%) tax, known as
the Home Rule Municipal Retailers’ Occupation Tax on all sales with the
exception of food for human consumption and that is consumed off the premises
where it is sold, prescription and non-prescription medicines, drugs, and medical
appliances. Since the majority of items sold at a Trader Joe’s are food or
beverage related for off-site consumption, staff projected that ten percent
(10.0%) of the total sales at the store would be taxable goods. Based on the
estimated sales between $23,400,000 and $32,500,000, eligible sales taxable
items annually are projected to be between $2,340,000 and $3,250,000. Subject
to the Home Rule Municipal Retailers’ Occupation Tax, these sales would
generate between $23,400 and $32,500 in additional sales tax revenue for the
City.
Page 5 of 102
Liquor Tax: The City levies a six percent (6.0%) tax on all eligible liquor, wine,
and beer sales. Based on industry benchmarks, it is estimated that
approximately one quarter of all of the sales annually at Trader Joe’s will be wine
or beer sales. In an effort to estimate these sales conservatively, staff
approximated these sales at fifteen percent (15%). Based on estimated sales
between $23,400,000 and $32,500,000, eligible sales from liquor annually are
between $3,510,000 and $4,875,000. On a taxable basis this would therefore
generate between $210,600 and $292,500 in new liquor tax revenue.
Property Taxes: At neighboring Jewel and Whole Foods, the property taxes for
the property per square foot of building were $8.74 and $8.65 respectively for the
2010 tax year. Staff conservatively projected that the new store (inclusive of the
new building and parking lot) would generate $7.50 in annual property tax
revenue per square foot of building. This number accounts for property taxes
assessed on both the parking lot and building for grocery stores. For the
proposed 13,000 square foot building, the total property taxes generated are
estimated to be $97,500 annually. The City represents approximately twenty
percent (20.0%) of the tax bill; therefore the total property taxes generated for the
City at this property would be $19,500. Comparatively, the 2010 taxes for this
assemblage of property totaled $87,609.23, of which, the City’s portion is
approximately $17,521.85.
The table below provides a summary of all new revenue generated by this project.
Estimated Revenue from Trader Joe’s
City’s Portion
(Low Estimate)
City’s Portion
(High Estimate]
Home Rule Sales Tax $234,000 $325,000
General Merchandise $23,400 $32,500
Liquor Tax $210,600 $292,500
Property Taxes $19,500 $19,500
TOTAL NEW REVENUE $487,500 $669,500
Summary of the City’s Return on Investment:
Based on the high and low estimates of revenue projections, it is anticipated that the
$2,050,000 investment by the City on this property acquisition would be recovered
within three (high estimate) to four and a half years (low estimate) from the date of the
opening of the store. If the property is assembled and the store is permitted,
constructed, and opened on schedule, then the anticipated opening date for the store
will be early 2013. Based on this schedule, it is expected that the funds expended by
the City for the site assemblage would be recovered through new revenues between
2016 and the end of 2017.
If approved, the City would purchase the 1223-1225 Chicago Avenue property later this
spring. The City’s Parking Fund is the proposed source of funding for this acquisition.
As discussed in accompanying memorandum, Agenda Item A3 “Ordinance 43-O-12
Authorizing the City Manager to Purchase Land Located at 1229 Chicago Ave”,
Page 6 of 102
Northwestern University has committed to a flexible plan for payment of the property
purchase at 1229 Chicago Avenue. Funds are not expected to be expended for the
purchase of the 1229 Chicago Avenue property until after the Trader Joe’s store has
opened and is fully operational.
Local and National Examples of Assistance for Trader Joe’s Stores:
Staff identified a number of case studies where municipalities worked with property
owners of shopping centers in efforts to attract a Trader Joe’s store to a particular
community. In all instances, Trader Joe’s is not the direct beneficiary of financial
assistance, but rather a property owner or developer is the entity working to secure
financial assistance.
Park Ridge, Illinois: In 2002, the City of Park Ridge purchased land in
downtown Park Ridge from car dealer, Bredemann Toyota. The City then
completed a redevelopment process that resulted in the sale of the City-owned
land to a developer who created a $100 million mixed-use development with
retail, residential, and public parking components. The City provided $16.8
million in financial assistance to the developer of the project to fund underground
parking facilities, street/sidewalk improvements, and water detention. Included in
the retail portion of this project was a Trader Joe’s.
Arlington Heights, Illinois: In 2001, the Village of Arlington Heights contributed
$3.0 million in financial assistance from a Tax Increment Financing district to help
fund a $12.0 million dollar shopping center redevelopment on Rand Road. The
funds were used to acquire the land, remediate contaminated soils from a dry
cleaner, and relocate an antenna tower. The tenants of the shopping center
include Trader Joe’s, Barnes & Noble, and Panera.
Prescott, Arizona: In 2010, the City of Prescott spent $2,000,000 to acquire 7.1
acres of land for the development of a shopping center. An agreement was
entered into between the City and a shopping center development company for a
long term land lease for the property. The shopping center includes a Trader
Joe’s store that opened in March 2012.
Next Steps:
The associated four items on the agenda (Items A1, A2, A3, A4) would authorize the
City Manager to enter into agreements to purchase the land required to develop the
Trader Joe’s as well as enter into a parking license agreement with the developer of the
property, Terraco. Specifically, these items include:
Item A1, “Ordinance 32-O-12 Authorizing the City Manager to Execute an
Assignment of Real Estate Contract for the Purchase of Real Property at 1223 -
1225 Chicago Avenue, Evanston”
Item A2, “Resolution 32-R-12 Authorizing the Parking License Agreement with
Gendell/WNBLLC at 1223-1225 Chicago Ave”
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Item A3, “Ordinance 43-O-12 Authorizing the City Manager to Purchase Land
Located at 1229 Chicago Ave”
Item A4, “Resolution 33-R-12 Authorizing the Parking License Agreement with
Gendell/WNBLLC at 1229 Chicago Ave”
If the City Manager is authorized to execute these documents and Terraco moves
forward with the project, the next step in this process will be for Terraco to begin the
formal Planned Development process. During this process the proposed site plan will
be reviewed by the Plan Commission, the Planning & Developm ent Committee of City
Council, and the entire City Council.
Attachments:
-Proposed Site Plan for Trader Joe’s at 1211 Chicago Avenue
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For City Council meeting of May 7, 2012 Item A1
Ordinance 32-O-12: Real Estate Contract for Purchase of Real Property at 1223-
1225 Chicago Ave
For Action
To: Honorable Mayor and Members of the City Council
From: Steve Griffin, Community & Economic Development Department Director
Nancy Radzevich, Economic Development Division Manager
Johanna Nyden, Economic Development Coordinator
Subject: Consideration of Ordinance 32-O-12 “Authorizing the City Manager to
Execute an Assignment of Real Estate Contract for the Purchase of Real
Property at 1223-1225 Chicago Avenue, Evanston”
Date: May 3, 2012
Recommendation:
Staff recommends the approval of Ordinance 32-O-12, “Authorizing the City Manager to
Execute an Assignment of Real Estate Contract for the Purchase of Real Property at
1223-1225 Chicago Avenue, Evanston”. The acquisition of this property is in support of
the development of a surface parking lot for a retail development that will include Trader
Joe’s as a tenant.
Funding Source:
The cost to purchase this property is $1,400,000. Because this property’s main use will
be parking, staff proposes that funds be used from the City’s Parking Fu nd. The
Parking Fund will maintain ownership of the property and as such this will be an
exchange of assets within the Parking Fund (Cash for Land).
Discussion:
As discussed in the previous memorandum outlining the proposed development at 1211
Chicago Avenue, Trader Joe’s announced earlier this year that it was scheduled to
open a store in Evanston in the second quarter of 2013. The building and parking
facilities will be constructed and maintained by local developer, Terraco. The proposed
plan for the project will include a 13,000 square foot store with a 78-stall surface parking
lot located on the property at addresses commonly known as 1211 Chicago Avenue,
1223-1225 Chicago Avenue, and 1229 Chicago Avenue. The proposed site lay-out and
design of the property will be subject to Plan Commission review and City Council
consideration, through the Planned Development process.
Memorandum
Page 10 of 102
Page 2 of 2
Two parcels are contemplated for purchase by the City in support of accommodating
Trader Joe’s parking needs at this location. In addition to the property discussed in this
memorandum, property located at 1229 Chicago Avenue is also contemplated for
purchase by the City. The purchase of 1229 Chicago Avenue is discussed in Item A3 of
the May 7, 2012, City Council packet.
The property located at 1223-1225 Chicago Avenue is currently owned by Sona Realty.
In an effort to assemble parcels for this project, Terraco placed the property under
contract for purchase in the fall of 2011 . The seller indicated that it will accept a
purchase price no less than $1,400,000 for the property, or $156.00 per square foot of
land. The 9,000 square foot property was originally purchased by the current owner in
2004 for $1,100,000.
Acquisition of the property at 1223-1225 Chicago Avenue is contemplated as part of a
total assemblage of property by the City (both 1223-1225 Chicago Avenue and 1229
Chicago Avenue) for a combined purchase price of $2,050,000. In total, the 18,000
square foot assemblage is $114 per square foot. In the past several years, there have
been some examples of property sales in Evanston and the northside of Chicago that
offer a significant level of development potential that were sold at similar prices per
square foot to the property discussed in this memorandum. A recent example of this is
earlier this year when Focus Development paid a recorded $5,000,000 for the
approximately 39,000 square foot property at 1717 Ridge Avenue for an apartment
redevelopment. On a square foot basis the purchase price was $128 per square foot of
land. In 2009, the property at 5440 North Clark Street, a former paint and wall paper
store on 39,000 square feet of land, in Chicago sold for $7,675,000. The price per
square foot of this property was $196 per square foot of land.
The associated property acquisition to complete this assemblage is discussed in Item
A3 of the May 7, 2012, City Council Meeting packet.
Attachments:
- Copy of Ordinance 32-O-12 “Authorizing the City Manager to Execute an Assignment
of Real Estate Contract for the Purchase of Real Property at 1223 -1225 Chicago
Avenue, Evanston”
- Assignment agreement of Real Estate Contract for the Purchase of Real Property at
1223-1225 Chicago Avenue.
Page 11 of 102
3/9/2012
32-O-12
AN ORDINANCE
Authorizing the City Manager to Execute an Assignment of a Real
Estate Contract for the Purchase of Real Property at
1223-1225 Chicago Avenue, Evanston, Illinois
WHEREAS, the City of Evanston seeks to acquire real property located at
1223-1225 Chicago Avenue, Evanston, Illinois 60202 and legally described on Exhibit “A”,
which is incorporated herein by reference (the “Subject Property”); and
WHEREAS, the Subject Property is owned by Sona 1225 Chicago Realty,
Inc., an Illinois corporation (the “Sona”); and
WHEREAS, Sona entered into a real estate sale contract with Gendell Realty
Partners, Inc., an Illinois corporation (“Gendell”) on or about October 5, 2011 (the
“Contract”); and
WHEREAS, the Subject Property is part of a larger development of adjoining
properties; and
WHEREAS, the City Council of the City of Evanston has determined that City
ownership of the aforesaid Subject Property is necessary, appropriate, required, and in the
best interests of the City of Evanston to facilitate said future development; and
WHEREAS, the City Council has determined that the best interests of the City
of Evanston would be served by taking an assignment of the Contract of said Subject
Property from Gendell; and
WHEREAS, the City Manager recommends that the City Council hereby
approve the assignment of the Contract on terms consistent with the Assignment and
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32-O-12
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Assumption Agreement, attached hereto as Exhibit “B” and incorporated herein by
reference (hereinafter, the “Assignment”); and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The foregoing recitals are hereby found as fact and
incorporated herein by reference.
SECTION 2: The City Council of the City of Evanston hereby approves the
Assignment of the Contract for the Subject Property between the City and Gendell.
SECTION 3: The City Manager is hereby authorized and directed to sign,
and the City Clerk is hereby authorized and directed to attest, the Assignment, pursuant to
the terms of which the Subject Property shall be conveyed. The City Manager is further
authorized to negotiate any changes or additional terms and conditions with respect to the
Assignment and the Contract of the aforesaid Subject Property as the City Manager may
deem 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 effectuate the assignment and purchase herein
authorized.
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.
SECTION 7: If any provision of this ordinance or application thereof to any
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32-O-12
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person or circumstance is held unconstitutional or otherwise invalid, such invalidity shall
not affect other provisions or applications hereof that can be given effect without the
invalid provision or application, and each invalid application hereof is severable.
SECTION 8: The findings and recitals contained herein are declared to be
prima facie evidence of the law of the City and shall be received in evidence as provided by
the Illinois Compiled Statutes and the courts of the State of Illinois.
Introduced:_________________, 2012
Adopted:___________________, 2012
Approved:
__________________________, 2012
_______________________________
Elizabeth B. Tisdahl, Mayor
Attest:
_____________________________
Rodney Greene, City Clerk
Approved as to form:
_______________________________
W. Grant Farrar, Corporation Counsel
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32-O-12
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EXHIBIT A
Legal Description
LOT 19 IN THE WEST 1/2 OF BLOCK 76 IN NORTHWESTERN UNIVERSITY
SUBDIVISION IN THE NORTH 1/2 OF THE NORTH 1/2 OF SECTION 19, TOWNSHIP
41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUNTY, ILLINOIS.
Commonly Known As: 1223-1225 Chicago Avenue, Evanston, Illinois 60202
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32-O-12
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EXHIBIT B
Assignment and Assumption Agreement
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For City Council meeting of May 7, 2012 Item A2
Resolution 32-R -12: Parking License Agreement for 1223 -1225 Chicago Ave
For Action
To: Honorable Mayor and Members of the City Council
From: Steve Griffin, Community & Economic Development Department Director
Nancy Radzevich, Economic Development Division Manager
Johanna Nyden, Economic Development Coordinator
Subject: C onsideration of Resolution 32-R-12 “Authorizing the Parking License
Agreement with Gendell/WNB , LLC at 1223-1225 Chicago Ave”
Date: May 3, 2012
Recommendation:
Staff recommends approval of Resolution 32 -R-12 “Authorizing the Parking License
Agreement with Gendell/WNBLLC at 1223-1225 Chicago Avenue” that will permit
developers, Gendell/WNB , LLC and their development entity, Terraco, to construct a
surface parking lot adjacent to the proposed new Trader Joe’s at 1211 Chicago Avenue.
The property located at 1223-1225 Chicago Avenue is recommended to be purchased
by the City and is discussed in Item A1 of the May 7, 2012, City Council Meeting packet.
Discussion:
As discussed in the previous memorandum outlining the proposed development at 1211
Chicago Avenue and subsequent purchase of 1223 -1225 Chicago Avenue, Trader
Joe’s announced earlier this year that it was scheduled to open a store at 1211 Chicago
Avenue in the second quarter of 2013 . The building and parking facilities will be
constructed and maintained by local developer, Terraco. The proposed plan for the
project will include a 13,000 square foot store with a 78 -stall surface parking lot located
on the property at addresses commonly known as 1211 Chicago Avenue, 1223 -1225
Chicago Avenue, and 1229 Chicago Avenue. The proposed site lay-out and design of
the property will be subject to Plan Commission review and City Council consideration,
through the Planned Development process.
Terraco owns the property located at 1211 Chicago Avenue (former Blo ckbuster Video
building). In order to legally permit Terraco to develop the parking lots on the potential
City-owned property (1223-1225 Chicago Avenue and 1229 Chicago Avenue), staff
recommends that City Council authorize the City Manager to execute two Parking
License agreements, one for each parcel that is contemplated to be purchased.
Authorization for execution of these license agreements will require two actions by City
Memorandum
Page 29 of 102
Page 2 of 2
Council, one resolution for each parcel. Authorization to execute contracts to purchase
the aforementioned properties are discussed in Agenda Items A1 and A3 in the May 7,
2012, City Council meeting packet.
The following outlines key points of the proposed parking license agreements that would
be applicable for both parcels.
1) The developer will pay a one -time $25,000 license fee for each of the two
parcels to utilize the parking spaces. This fee will be due one month following
the date of opening of the Trader Joe’s store.
2) The developer will pay for all demolition/relocation and construction of parking
improvements to the property and shall not s eek reimbursement from the
City.
3) The City will retain the right to permit 24 parking spaces at the north end of
the parking lot during “non-operating hours” for Trader Joe’s. Following the
initial year of operation, developer, City, and Trader Joe’s will determine if
there is capacity to extend parking into evening operating hours.
4) The term of the license is for a period of 70 years from date of execution. In
order for the developer to sa tisfy lending terms to obtain a construction loan
for this project, the lenders seek a minimum of a 70-year term for the license
agreement. For the term of the license, assuming that the City could obtain
revenue from this lot over these 70 years at $35 to $60 a space per month,
the value of the license is between $1.4 million and $2.5 million.
5) The developer is responsible for all maintenance and repair of the parking lot
improvements.
6) The property is prohibited from being considered property tax-exempt and
property taxes for this property will be paid by the tenant. The lease between
Trader Joe’s and Terraco explicitly state s that Trader Joe’s will be responsible
for paying all property taxes assessed on the parking lot and building.
The execution of the license agreement for 1223 -1225 Chicago Avenue would not be
executed until the purchase of the property at 1223 -1225 Chicago Avenue occurs and
the City holds title to the property. In the event that Trader Joe’s does not ultimately
locate at 1211 Chicago A venue, the City has no obligation to license this property to
Terraco.
Attachments:
- Copy of Resolution 32-R-12 “Authorizing the Parking License Agreement with
Gendell/WNB, LLC at 1223-1225 Chicago Ave”
- Copy of Parking License Resolution for 1223 -1225 Chicago Avenue
Page 30 of 102
4/20/2012
32-R-12
A RESOLUTION
Authorizing the City Manager to Execute a License Agreement with
Gendell/WNB, LLC for parking at 1223-1225 Chicago Avenue
WHEREAS, the City of Evanston entered into an Assignment and Assumption
Agreement pursuant to Resolution 32-R-12 to acquire real property located at 1223-1225
Chicago Avenue (“Purchase Contract”), Evanston and legally described on Exhibit “A”,
which is incorporated herein by reference (the “Subject Property”); and
WHEREAS, the Subject Property is part of a larger potential development of
adjoining property for a retail store at 1211 Chicago Avenue, Evanston; and
WHEREAS, the City Council of the City of Evanston has determined that the
best use of the Subject Property will be to provide additional parking for the proposed retail
use; and
WHEREAS, in the event that the City closes on the Purchase Contract for the
Subject Property, the City Manager recommends that the City Council authorize the
execution of a license agreement for parking with the property manager of 1211 Chicago
Avenue, Evanston (the “License Agreement”) Gendell/WNB, LLC, an Illinois limited liability
company; and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The City Manager is hereby authorized to sign, and the City
Clerk is hereby authorized to attest, the License Agreement for the Subject Property,
attached hereto as Exhibit B and incorporated herein by reference.
Page 31 of 102
32-R-12
~2~
SECTION 2: The City Manager is hereby authorized and directed to
negotiate any additional conditions of the License Agreement as he may determine to be
in the best interests of the City.
SECTION 3: That this Resolution 32-R-12 shall be in full force and effect
from and after the date of its passage and approval in the manner provided by law.
______________________________
Elizabeth B. Tisdahl, Mayor
Attest:
______________________________
Rodney Greene, City Clerk
Adopted: __________________, 2012
Page 32 of 102
32-R-12
~3~
EXHIBIT A
Legal Description
LOT 19 IN THE WEST 1/2 OF BLOCK 76 IN NORTHWESTERN UNIVERSITY
SUBDIVISION IN THE NORTH 1/2 OF THE NORTH 1/2 OF SECTION 19, TOWNSHIP
41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUNTY, ILLINOIS.
Commonly Known As: 1223-1225 Chicago Avenue, Evanston, Illinois 60202
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32-R-12
~4~
EXHIBIT B
License Agreement
Page 34 of 102
LICENSE AGREEMENT
BETWEEN
CITY OF EVANSTON,
LICENSOR
AND
GENDELL/WNB, LLC,
LICENSEE
Page 35 of 102
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into this ____ day
of ______, 2012, by and between CITY OF EVANSTON (“Licensor”), an Illinois home rule
municipality and GENDELL/WNB, LLC (“Licensee”), an Illinois limited liability company,
upon the following terms and conditions:
1. The Licensed Area. Subject to the terms and conditions of this Agreement, Licensor
grants to Licensee and its Permittees (hereafter defined) an irrevocable exclusive license to use
the area shown and described on Exhibit A attached hereto and made a part hereof (the
“Licensed Area”). Licensor acknowledges and agrees that Licensee and its Permittees shall have
the right to use the Licensed Area as provided herein and further right to enforce parking rights
in the Licensed Area by the posting of signs and the towing of cars at the owner’s expense, if
necessary. The improvements situated from time to time in the Licensed Area are hereinafter
referred to as the “Licensed Improvements.”
2. Fee Parking Spaces.
(a) Notwithstanding the foregoing, Licensee acknowledges and agrees that
during the Non-Peak Hours (hereafter defined), a portion of the Licensed
Area labeled and shown on Exhibit B attached hereto and made a part
hereof and containing approximately twenty (20) parking spaces may also
be used by third parties (including Licensee, its Permittees and their
respective customers, employees and invitees) upon payment of a fee to be
determined by Licensor in its sole discretion (the “Fee Parking Spaces”).
Licensor shall, at its sole cost and expense, individually mark each of the
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Fee Parking Spaces as such in accordance with a design reasonably
approved by Licensee and its Permittees (hereafter defined).
(b) Licensor reserves the right to structure a permit parking arrangement with
third parties for the use of twenty (20) Fee Parking Spaces as depicted on
Exhibit B in accordance with the terms of this Agreement.
(c) Non-Peak Hours – Year One of Term: For purposes of this Agreement,
“Non-Peak Hours” for the first year of the Term (hereafter defined) shall
mean a time period from the close of business of the Retail Building
(hereafter defined) through 8 a.m. each day of the week, Monday through
Sunday. Notwithstanding anything to the contrary contained in this
Agreement, Licensor and Licensee acknowledge and agree that the Non-
Peak Hours shall never be earlier than 8:00 p.m. on any day throughout
the Term. The Fee Parking Spaces will become available to such third
parties upon the date the Retail Building opens for business.
(d) Annual Evaluation – Years One through Five of the Term: Not more than
once per year at any time mutually agreed to by Licensor, Licensee and its
Permittees, during the first five (5) years of the Term, the parties will
commission an independent third party (the “Third Party Consultant”) to
evaluate the evening usage of the entire Retail Building parking (“Retail
Building Parking Lot”), including the Fee Parking Spaces. The Third
Party Consultant will conduct a statistical analysis (in twenty (20) minute
increments) of the parking usage of the Retail Building Parking Lot from 8
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p.m. to one half hour following the hour of close for the Retail Building.
If the mean rate for open parking spaces within the entire Retail Building
Parking Lot is greater than 50%, the parties must use commercially
reasonable efforts to evaluate and renegotiate the expansion of the Non-
Peak Hours set forth in Paragraph 2(c). If the mean rate for open parking
spaces within the entire Retail Building Parking Lot is less than 25%, the
parties must use commercially reasonable efforts to evaluate and
renegotiate the reduction of the Non-Peak Hours set forth in Paragraph
2(c).
(e) Evaluation of Non-Peak Hours for Remainder of Term: Every other year
after the initial five years of the Term, not more than once per year and at
any time mutually agreed to by Licensor, Licensee and its Permittees, the
parties will commission a Third Party Consultant to evaluate the evening
usage of the Retail Building Parking Lot. The Third Party Consultant will
conduct a statistical analysis of the parking usage of the Retail Building
Parking Lot from 8 p.m. to one half hour following the hour of close for
the business of the Retail Building. If the mean rate for open parking
spaces within the Retail Building Parking Lot is greater than 50%, the
parties must use commercially reasonably efforts to evaluate and
renegotiate the expansion of the Non-Peak Hours set forth in Paragraph
2(c). If the mean rate for open parking spaces within the Retail Building
Parking Lot is less than 25%, the parties must use commercially
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reasonable efforts to evaluate and renegotiate the reduction of the Non-
Peak Hours set in Paragraph 2(c).
3. Permissible Use. During the Term, the Licensed Area may, except as otherwise
specifically provided herein for the Non-Peak Hours, be used exclusively by Licensee and its
Permittees for access and ingress and egress, and for parking by Licensee and its Permittees.
Licensee is granted this License for the specific purpose of parking and the installation of cart
corrals, however Licensor retains ultimate possession and control of the Licensed Area.
Licensee agrees to use the Licensed Area and operate (and cause all persons claiming through it
to operate) therein in a manner that complies with all laws, orders, rules and regulations of
agencies or bodies having jurisdiction and to comply with such reasonable rules and regulations
(herein “Rules and Regulations”) relating to the Licensed Area and their usage as Licensor may
impose from time to time, provided however in no event shall any Rules and Regulations be
proposed or adopted which amends any specific provision of this Agreement or imposes any fee,
penalty or economic payment or obligation upon Licensee. Licensee will not use or knowingly
permit the Licensed Area to be used for any illegal purpose and shall not knowingly permit the
consumption of alcoholic beverages thereon, shall not cause or knowingly permit any hazardous
materials to be generated, used, released, stored or disposed of in or about the Licensed Area,
shall not store or knowingly permit accumulations of any trash, garbage, rubbish or other refuse
inside or outside of the License Area, except in appropriate trash receptacles, and shall not in any
manner create any nuisance. Licensee shall comply with all traffic control, safety, security
and/or access systems installed in the Licensed Area from time to time. Licensee and its
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Permittees shall not inhibit the free flow of traffic onto or from Chicago Avenue in connection
with their respective uses of the Licensed Area.
4. Term of Agreement. This Agreement shall commence on the date the Retail Building
opens for business and shall remain in full force and effect for a continuous period of seventy
(70) years therefrom (“Term”). If, at any time after thirty-five (35) years (420 months) of the
total Term have elapsed, the adjoining commercial property located at 1211 Chicago Avenue,
Evanston, Illinois (the “Retail Building”) is Vacant (hereinafter defined) for twelve (12)
continuous months, Licensor shall, as its sole remedy, have the unrestricted use of the Fee
Parking Spaces until such Vacancy (hereinafter defined) is remedied beginning on the first day
after the end of the Cure Period (as defined herein) and continuing until said Vacancy ceases.
“Vacant” or “Vacancy” shall mean and refer to the Retail Building being less than fifty percent
(50%) occupied and/or used for non-retail purposes or temporary uses (such as a seasonal store).
Licensor shall deliver written notice to Licensee of the Vacancy in accordance with Paragraph
17. Licensee shall have thirty (30) days to cure said Vacancy, beginning on the date of receipt of
the notice prior to the aforementioned remedy being exercised (“Cure Period”).
5. Termination. This Agreement shall terminate upon the expiration of the Term of the
Agreement.
6. License Commencement Fee. Within thirty (30) days of the Retail Building opening
for business, Licensee shall make a one-time payment of Twenty-Five Thousand and no/100
Dollars ($25,000.00) to the Licensor.
7. Construction of Licensed Improvements. Licensee shall, at its sole cost and expense
and with no reimbursement from Licensor, remove, relocate and/or demolish the existing
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structure(s) and any other items from the Licensed Area. Licensee shall construct all Licensed
Improvements in accordance with Exhibit C attached hereto and made a part hereof. All permit
fees for the relocation and the construction shall be the sole cost and expense of Licensee.
Licensee acknowledges the presence of a residential structure on the Licensed Area of the
adjacent property at 1229 Chicago Avenue, to which there is a sister agreement, d efined
hereafter. Licensee shall use its commercially reasonable efforts to relocate such residence,
provided the cost of relocating the residence is not cost prohibitive for the development of the
Retail Building. The parties will meet and confer within 60-90 days after the execution of this
Agreement to evaluate the cost of relocating the residence. If the paries agree on the cost of
relocating the residence and Licensee agrees to relocate the residence, Licensee shall perform
such removal at its sole cost and expense in accordance with its obligations under this Paragraph
7. In the event Licensor and Licensee can not agree on the cost of removing the residence
because Licensee deems the same to be cost prohibitive, Licensee may terminate this Agreemen t
or, in lieu thereof, Licensor may permit Licensee to demolish the residence at Licensee’s own
expense and, in such event, Licensee shall take all commercially reasonable steps to salvage
building materials that can be reused and repurposed for another use.
8. Maintenance and Repairs; Lighting; Snow and Ice Removal. Licensee, at its sole
cost and expense, shall perform all routine maintenance, repairs, and necessary capital
expenditures to the Licensed Improvements for the Term of the Agreement. Licensee shall also
keep the Licensed Improvements lighted in accordance with applicable municipal ordinances and
shall remove all snow and ice and trash therefrom. Licensor shall have no obligations with
respect to the maintenance, repair or capital expenditures of the Licensed Area except (i) with
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respect to Licensor’s negligence or willful misconduct or that of those claiming by or through
Licensor and (ii) as expressly set forth herein.
9. Licensee’s Alterations. Licensee shall make and perform, and permit the making and
performance of, any alterations, installations, improvements, additions or other physical changes
in or about the Licensed Area or with respect to the Licensed Improvements, inclusive, without
limitation, of installation of any signage, with Licensor’s prior written consent, which consent
shall not be unreasonably withheld or delayed beyond thirty (30) days . Licensor has the right to
inspect Licensee’s alterations to ensure that the work is free from any hazardous conditions and
completed in a workmanlike manner. Licensee may install, or cause to be installed, signs in, on
and about the Licensed Area to the maximum extent permitted by local ordinances and in
accordance with City of Evanston Code Title 4, Chapter 12 “Sign Regulations”. Licensee may
not erect or install any signage, of any nature or design, without Landlord’s prior written consent,
which consent may not be unreasonably withheld. All signage shall comply with Licensor’s sign
ordinance, set forth in Title 4, Chapter 12 of the Evanston City Code of 1979, as amended, and
shall be reviewed in accordance with procedures outlined in the City Code
10. Real Estate Taxes. Licensee shall pay, or cause to be paid, all real estate taxes
assessed against the Licensed Area during the Term of this Agreement. The obligation
commences on the date of this Agreement. Licensee acknowledges and agrees that the Licensed
Area shall not be deemed tax exempt or otherwise removed from the tax rolls.
11. Utilities. Licensee shall pay, or cause to be paid, any utility charges arising in
connection with its use of the Licensed Area during the Term of this Agreement.
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12. Transferability of License. Except as otherwise permitted herein, no sublicense or
assignment of this License or any interest therein for any pu rpose shall be made or granted by
Licensee without the prior written consent of the Licensor, which consent shall not be
unreasonably withheld, and shall be granted or denied within thirty (30) days of Licensor’s
receipt of written request therefore from Licensee. Notwithstanding the foregoing, Licensor
hereby acknowledges and agrees that Licensee shall have the right (without the consent of
Licensor) to (i) transfer its interest in this Agreement to any owner of the land located adjacent to
the Licensed Area (the “Land”) and (ii) sublicense its rights hereunder to any tenant or occupant
of the Land including, without limitation, the right to sublicense the Licensed Area to Trader
Joe’s East, Inc. (“TJ’s”) and its customers, employees and invitees, the rights of which are
hereby acknowledged and agreed to (such sublicenses and their respective customers, employees
and invitees are referred to herein as the “Permittees”); provided, however, any Licensee shall
remain responsible for the performance obligations of the Agreement for a sublicense. Licensor
shall have the right to transfer its interest in and to this Agreement with the written consent of
Licensee, which consent shall not be unreasonably withheld.
13. Default. In the event of any default on the part of Licensee to faithfully keep and
perform all the covenants, agreements, and undertakings herein agreed by it to be kept and
performed, Licensor shall give Licensee notice in writing of such default; and if such default shall
not have been rectified within thirty (30) days after receipt of such notice by Licensee (provided
that such 30-day period shall be extended so long as Licensee has commenced to rectify the default
within said 30-day period and diligently pursues the same to completion), all rights and privileges
granted herein by Licensor to Licensee may be terminated by Licensor.
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14. Contingencies. This Agreement is contingent on (i) Licensor closing on the
transaction to purchase the Licensed Area from an outside party to this Agreement (the
“Licensed Area Purchase”) (ii) Licensor closing the purchase of 1229 Chicago Avenue,
Evanston, Illinois and Licensee terminating the lease of the occupant of such property (the “1229
Chicago Avenue Transaction”) and (iii) TJ’s waiving all conditions under its lease with Licensee
(the “Lease”). In the event that the Licensed Area Purchase, the 1229 Chicago Avenue
Transaction and the Lease are not consummated, then either party can opt to terminate this
Agreement.
15. Insurance/Indemnification.
(a) Each party shall carry and maintain, or cause to be carried and maintained,
the following insurance (“Insurance”), at its sole cost and expense, at all times during the Term
of this Agreement: (1) a policy of comprehensive general public liability insurance, with broad
form property damage endorsement, naming the other (or any successor), and its members,
principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees
as the interest of such designees shall appear, as additional insureds, providing, on an occurrence
basis, a minimum combined single limit of $2,000,000; and (2) Workers’ Compensation
Insurance as required by the state in which the Licensed Area is located and in amounts as may
be required by applicable statute. Any company writing any Insurance shall have an A.M. Best
rating of not less than A-VIII. All policies of Insurance shall contain endorsements that the
insurer(s) shall give all insured parties at least 30 days’ advance written notice of any change,
cancellation, termination or lapse of insurance. Each party shall provide the other with a
certificate of insurance evidencing Insurance prior to the date of this Agreement and an
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endorsement naming the other party as an additional insured, and upon renewals at least 15 days
prior to the expiration of the insurance coverage. The comprehensive general public liability
insurance may be effected by a policy or policies of blanket insurance which cover other
property in addition to the Licensed Area, provided that the protection afforded thereunder shall
be no less than that which would have been afforded under a separate policy or policies relating
only to the licensed area and provided further that in all other respects any such policy shall
comply with the other provisions of this Section.
(b) Neither the issuance of any insurance policy required under this
Agreement, nor the minimum limits specified herein with respect to insurance coverage, shall be
deemed to limit or restrict in any way any liability arising under or out of this Agreement.
(c) Except for the willful or negligent acts or omissions of Licensor or its
agents or employees, Licensee hereby agrees to indemnify and hold harmless Licensor from and
against any and all claims, losses, actions, damages, liabilities and expenses (including
reasonable attorneys’ fees) that (i) arise from or are in connection with any willful or negligent
act or omissions of Licensee, its agents, customers, employees, or any other person entering upon
the Licensed Area and/or Licensed Improvements under express or implied invitation by
Licensee, (ii) result from any default, breach, violation or nonperformance of this Agreement or
any provision therein by Licensee, or (iii) arise from injury or death to persons or damage to
property sustained by Licensee’s customers, agents, employees or any other person entering
upon the Licensed Area and/or Licensed Improvements under express or implied invitation by
Licensee on or about the Licensed Area. Licensee shall, at its own cost and expense, defend any
and all actions, suites and proceedings which may be brought against Licensor with respect to the
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foregoing or in which Licensor may be impeded. Licensee shall pay, satisfy and discharge any
and all judgments, orders and decrees which may be recovered against Licensor in connection
with the foregoing and all attorneys’ fees incurred by Licensor.
(d) Licensee shall give prompt notice to the Licensor of any and all incidents
of personal injury, property damage, and loss occurring in the Licensed Area and/or Licensed
Improvements of which it becomes aware, and all claims filed as a result of such incidents.
(e) Licensor and Licensee severally waive any and every claim which arises
or may arise in its favor and against the other during the Term for any and all loss of, or damage
to, any of its property located within or upon, or constituting a part of, the Licensed Area, which
loss or damage is covered by valid and collectible insurance policies to the extent that such loss
or damage is recoverable thereunder. Inasmuch as the above mutual waivers will preclude the
assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company
(or any other person), Licensor and Licensee severally agree immediately to give each insurance
company which has issued its policies of insurance, written notice of the terms of said mutual
waivers, and to have said insurance policies properly endorsed, if necessary, to prevent the
invalidation of said insurance coverages by reason of said waivers.
16. Condemnation. If, during the Term, the entire Licensed Area or Licensed
Improvements are taken for any public or quasi-public use under any governmental law,
ordinance or regulation, or by right of eminent domain or by purchase or exchange in lieu, this
Agreement shall automatically terminate upon such taking. In the event that a portion of the
Licensed Area or Licensed Improvements are taken for any public or quasi-public use under
governmental law, ordinance or regulation, Licensor will use reasonable efforts to locate
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additional parking within close proximity of the Retail Building for Licensee and its users to
account for the Licensed Area which was taken. Licensor agrees that it shall not initiate or
participate in any condemnation or undertaking proceedings involving the Licensed Area or
License Improvements.
17. Fire and Casualty. If the Licensed Area and/or Licensed Improvements should be
destroyed or damaged by fire or other casualty, Licensor shall, at its sole cost and expense,
restore the Licensed Area to its condition existing immediately prior to such fire or other
casualty.
18. Nature of License. It is agreed between Licensor and Licensee that this Agreement
conveys no interest in any of Licensor’s real property to Licensee and d oes not constitute an
easement. Licensee agrees that it does not and shall not claim at any time any interest or estate
of any kind in the Licensed Area by virtue of this Agreement or use of that area hereunder.
19. Binding Notice. This Agreement shall be binding upon Licensor, Licensee and their
successors and permitted assigns including, without limitation, the Permittees.
20. Notices. Notices shall be sent by certified mail return receipt requested, or by
nationally recognized overnight courier, delivered against receipt or by hand and shall be deemed
given when received or refused. Licensee’s notice address shall be, until notice of a change is
given, Gendell/WNB, LLC, 3201 Old Glenview, Suite 300, Wilmette, Illinois 60091, Attention:
Scott Gendell, with a copy to Richard J. Traub, Esq., Freeborn & Peters LLP, 311 S. Wacker
Drive, Suite 3000, Chicago, Illinois 60606 and with a further copy to Trader Joe’s East, Inc., 711
Atlantic Avenue, Floor 3, Boston, Massachusetts 02111, Attention: Vice President Real Estate.
Licensor’s notice address shall be, until notice of change of address is given, City of Evanston,
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Attn: City Manager, 2100 Ridge Avenue, Evanston, IL 60201; with a copy to: City of Evanston
Law Department, Attn: W. Grant Farrar, Corporation Counsel, 2100 Ridge Avenue, Evanston,
Illinois 60201.
21. No Modification/Entire Agreement. This Agreement represents the entire agreement
between the parties respecting the parking rights of Licensee in the Licensed Area and shall not
be modified except by a written instrument signed by both parties.
22. Acts of God. Neither party shall be required to perform any covenant or obligation in
this Agreement, or be liable in damages to the other, so long as the performance or
nonperformance of the covenant or obligation is delayed, caused by or prevented by an act of
God or force majeure.
23. Estoppel Certificates. Licensor agrees to furnish from time to time, within five (5)
business days after request of Licensee, a certified statement, as to such matters as Licensee or its
mortgage holder shall reasonably request.
24. No Broker Claims. Each party hereby warrants and represents to the other that
it has not dealt with any broker, agent or finder in connection with this Agreement, and each
party covenants and agrees to indemnify and hold the other harmless from and against any and
all loss, liability, damage, claim, judgment, cost or expense (including but not limited to
reasonable attorney fees and expenses and court courts) that may be suffered or incurred because
of any claim for any fee, commission or similar compensation with respect to this Agreement,
made by any broker, agent or finder claiming to have dealt with such party, whether or not such
claim is meritorious.
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25. Recording. The parties shall join in the execution of a memorandum or so-called
“short form” of this Agreement simultaneously with the execution of this Agreement or at any
time during the Term when requested to do so by the other party, in a mutually acceptable form.
The Licensee shall record the short form of agreement and the recording costs shall be borne by
the Licensee.
26. Right to Encumber and Collaterally Assign. Licensor shall have the right to
encumber its fee simple interest in the Licensed Area; provided, however, any encumbrance shall
not interfere with Licensee’s use of the Licensed Area pursuant to the terms of this Agreement.
Licensee shall have the right to collaterally assign its interest in this Agreement without the
consent of Licensor. Notwithstanding anything to the contrary contained in th is Agreement,
Licensor and Licensee acknowledge and agree that Licensee’s interest shall, at all times, be
superior (and not subordinate) to the interest of any holder of any encumbrance including,
without limitation, any holder of any mortgage or deed of trust encumbering the Licensed Area.
27. Environmental Matters. Each party shall indemnify, defend and hold the other
harmless from any damage or liability arising in connection with the introduction of hazardous
substances to the Licensed Area. “Environmental Laws” shall mean and include all federal, state
and local statutes, ordinances, regulations and rules relating to environmental quality, health,
safety contamination and clean-up, including, without limitation, the Clean Air Act, 42 U S.C.
Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq. and the Water Quality
Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act (“ERA”), 7 U.S.C. Section
136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq;
the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act,
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42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651
et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 6901 et seq.,
as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water
Act, 42 U.S.C. Section 300fe seq.; the Comprehensive Environmental Response, Compensation
and Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et seq., as amended by the Superband
Amendments and Reauthorization Act, the Emergency Planning and Community Right -to Know
Act, and Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act
(“TSCA’’), 15 U.S.C. Section 2601 et; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.,
and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and any
environmental protection, beam superlien or environmental clean-up statutes of the State of
Illinois, with implementing regulations and guidelines, as amended from time to time.
Environmental Laws shall also include all state, regional, county, municipal and over local laws,
regulations and ordinances insofar as they are equivalent or similar to the federal laws recited
above or purport to regulate hazardous materials.
28. Quiet Enjoyment. Licensor agrees that, provided Licensee performs all covenants
and agreements required of Licensee by this agreement, Licensee and its Permittees shall be
entitled to the quiet enjoyment of the Licensed Area and the Licensed Improvements.
29. Sister Agreement. Contemporaneously with the execution of this Agreement,
Licensor and Licensee shall execute a License Agreement (the “Sister Agreement”) for the use of
five (5) parking spaces in the area shown on Exhibit A. Licensor agrees that Licensee shall have
the right to terminate this Agreement in the event the Sister Agreement is terminated for any
reason.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first hereinabove provided.
LICENSOR:
CITY OF EVANSTON
By: __________________________[SEAL]
Name: Wally Bobkiewicz
Title: City Manager
LICENSEE:
GENDELL/WNB, LLC
By: __________________________[SEAL]
Name: __________________________
Title: __________________________
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EXHIBIT A
LEGAL DESCRIPTION AND
SITE PLAN OF
LICENSED AREA
LOT 19 IN THE WEST 1/2 OF BLOCK 76 IN NORTHWESTERN UNIVERSITY
SUBDIVISION IN THE NORTH 1/2 OF THE NORTH 1/2 OF SECTION 19, TOWNSHIP 41
NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,
ILLINOIS.
Commonly Known As: 1223-1225 Chicago Avenue, Evanston, Illinois 60202
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EXHIBIT B
PORTION OF LICENSED AREA AVAILABLE FOR
THIRD PARTY USE
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City Licensed Parking
Spaces (24)
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EXHIBIT C
WORK LETTER
LICENSED IMPROVEMENTS
This Exhibit is attached to and made a part of the Agreement dated as of _________, 2012, by
and between CITY OF EVANSTON (“Licensor”) and GENDELL/WNB, LLC (“Licensee”)
respecting a license at the parking lot located at 1223-1225 Chicago Avenue, Evanston, Illinois.
All capitalized terms used herein and not specifically defined herein shall have the meanings
ascribed thereto in the Agreement.
1. This Work Letter sets forth the obligations of Licensor and Licensee with respect to the
installation, construction and payment of costs of the Licensed Improvements identified
and depicted in Exhibit C-1 hereof, which Licensed Improvements consist generally of
__________________ “Trader Joe’s” (“Licensee Premises”). Licensee shall, at its sole
cost and expense, construct the Licensed Improvements shown on Exhibit C-1 [including
meters].
2. Licensor and Licensee acknowledge that all Licensed Improvements are and shall
constitute the sole property of Licensee, with Licensor having no interest therein. The
Licensed Improvements which are permanently affixed to the Licensed Area, will remain
the property of the Licensor.
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EXHIBIT C-1
DRAWING OF LICENSED IMPROVEMENTS
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For City Council meeting of May 7, 2012 Item A3
Ordinance 43-O-12: Purchase Land Located at 1229 Chicago Ave
For Introduction and Action
To: Honorable Mayor and Members of the City Council
From: Steve Griffin, Community & Economic Development Department Director
Nancy Radzevich, Economic Development Division Manager
Johanna Nyden, Economic Development Coordinator
Subject: Consideration of Ordinance 43-O-12 “Authorizing the City Manager to
Purchase Land Located at 1229 Chicago Ave”
Date: May 3, 2012
Recommendation:
Staff recommends the approval of Ordinance 43-O-12 “Authorizing the City Manager to
Purchase Land Located at 1229 Chicago Ave”. The acquisition of this property is in
support of the development of a surface parking lot for a retail development that will
include Trader Joe’s as a tenant.
Suspension of the rules is requested for this item.
Funding Source:
The cost to purchase this property is $650,000. Because this property’s main use will
be parking, staff proposes that funds be used from the City’s Parking Fund. The
Parking Fund will maintain ownership of the property and as such this will be an
exchange of assets within the Parking Fund (Cash for Land).
Discussion:
As discussed in the previous memorandum outlining the proposed development at 1211
Chicago Avenue, Trader Joe’s announced earlier this year that it was scheduled to
open a store in Evanston in the second quarter of 2013. The building and parking
facilities will be constructed and maintained by local developer, Terraco. The proposed
plan for the project will include a 13,000 square foot store with a 78-stall surface parking
lot located on the property at addresses commonly known as 1211 Chicago Aven ue,
1223-1225 Chicago Avenue, and 1229 Chicago Avenue. The proposed site lay-out and
design of the property will be subject to Plan Commission review and City Council
consideration, through the Planned Development process.
Two parcels are contemplated for purchase by the City in support of accommodating
Trader Joe’s parking needs at this location. In addition to the property discussed in this
Memorandum
Page 57 of 102
Page 2 of 2
memorandum, property located at 1223-1225 Chicago Avenue is also contemplated for
purchase by the City. The purchase of 1223-1225 Chicago Avenue is discussed in Item
A1 of the May 7, 2012, City Council packet.
The property located at 1229 Chicago Avenue is currently owned by Northwestern
University. The improvement, the wood-frame home, is a leasehold improvement that is
not owned by the University. Northwestern University has owned the land since the lat e
1800s when the property was granted to the school by then -owner, Abraham Snyder.
In the early 1920s, Northwestern University leased the property to a family. Over the
course of the past, nearly 100 years, the property has been passed on to subsequent
generations.
Northwestern University has agreed to sell the underlying land (approximately 9,000
square feet) and the land lease to the City for a price no less than $650,000. Based on
the price and size of land, the purchase price is $72.22 per square foot of land.
Northwestern has agreed to convey title to the City upon execution of the contract to
purchase the property. They have further agreed that the fun ds for the sale of this
property would not be due until 30 days after the Trader Joe’s has opened for operation.
Acquisition of the property at 1229 Chicago Avenue is contemplated as part of a total
assemblage of property by the City (both 1223-1225 Chicago Avenue and 1229
Chicago Avenue) for a combined purchase price of $2,050,000. In total, the 18,000
square foot assemblage is $114 per square foot. In the past several years, there have
been some examples of property sales in Evanston and the northside of Chicago that
offer a significant level of development potential that were sold at similar prices per
square foot to the property discussed in this memorandum. A recent example of this is
earlier this year when Focus Development paid a recorded $5,000,000 for the
approximately 39,000 square foot property at 1717 Ridge Avenue for an apartment
redevelopment. On a square foot basis the purchase price was $128 per square foot of
land. In 2009, the property at 5440 North Clark Street, a former paint and wall paper
store on 39,000 square feet of land, in Chicago sold for $7,675,000. The price per
square foot of this property was $196 per square foot of land.
The associated property acquisition to complete this assemblage is discussed in Item
A1 of the May 7, 2012, City Council Meeting packet.
Attachments:
- Copy of 43-O-12 “Authorizing the City Manager to Purchase Land Located at 1229
Chicago Ave”
- Draft Contract for Purchase of Property located at 1229 Chicago Avenue
Page 58 of 102
4/11/2012
43-O-12
AN ORDINANCE
Authorizing the City Manager to Negotiate and Execute a Real Estate
Purchase Agreement for the Real Property at
1229 Chicago Avenue, Evanston, Illinois
WHEREAS, the City of Evanston seeks to acquire real property located at
1229 Chicago Avenue, Evanston, Illinois 60202 and legally described on Exhibit “A”, which
is incorporated herein by reference (the “Subject Property”); and
WHEREAS, the Subject Property is owned by Northwestern University
(“Northwestern”); and
WHEREAS, the Subject Property is part of a larger development of adjoining
properties at 1211 Chicago Avenue and 1223-1225 Chicago Avenue, Evanston, Illinois;
and
WHEREAS, the City Council of the City of Evanston has determined that City
ownership of the aforesaid Subject Property is necessary, appropriate, required, and in the
best interests of the City of Evanston to facilitate said future development; and
WHEREAS, the City Council has determined that the best interests of the City
of Evanston would be served by negotiating a real estate purchase contract for the
purchase of said Subject Property from Northwestern (the “Northwestern Real Estate
Purchase Agreement”); and
WHEREAS, the City Manager recommends that the City Council hereby
approve the negotiations and further execution of the Northwestern Real Estate Purchase
Page 59 of 102
43-O-12
~2~
Agreement on terms consistent with the agreement attached as Exhibit “B” and
incorporated herein by reference; and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The City Council of the City of Evanston hereby approves the
negotiation of the Northwestern Real Estate Purchase Agreement for the Subject Property.
SECTION 2: The City Manager is authorized to negotiate all terms and
conditions with respect to the Northwestern Real Estate Purchase Agreement for the
Subject Property as the City Manager may deem fit and proper.
SECTION 3: The City Manager and the City Clerk, respectively, are hereby
authorized and directed to execute, attest, and deliver the Northwestern Real Estate
Purchase Agreement and such other documents, agreements, and certificates as may be
necessary to effectuate the Northwestern Real Estate Purchase Agreement if a final
agreement is reached and is herein authorized.
SECTION 4: All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 5: If any provision of this ordinance or application thereof to any
person or circumstance is held unconstitutional or otherwise invalid, such invalidity shall not
affect other provisions or applications of this ordinance that can be given effect without the
invalid application or provision, and each invalid application of this ordinance is severable.
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.
SECTION 7: The findings and recitals contained herein are declared to be
Page 60 of 102
43-O-12
~3~
prima facie evidence of the law of the City and shall be received in evidence as provided by
the Illinois Compiled Statutes and the courts of the State of Illinois.
Introduced:_________________, 2012
Adopted:___________________, 2012
Approved:
__________________________, 2012
_______________________________
Elizabeth B. Tisdahl, Mayor
Attest:
_______________________________
Rodney Greene, City Clerk
Approved as to form:
_______________________________
W. Grant Farrar, Corporation Counsel
Page 61 of 102
43-O-12
~4~
EXHIBIT A
Legal Description
LOT TWENTY (20) IN BLOCK SEVENTY-SIX (76) IN NORTHWESTERN UNIVERSITY
SUBDIVISION OF THAT PART OF THE NORTH HALF OF THE NORTH HALF OF
SECTION NINETEEN (19), TOWNSHIP FORTY-ONE (41) NORTH, RANGE FOURTEEN
(14), EAST OF THIRD PRINCIPAL MERIDIAN, LYING EAST OF CHICAGO AVENUE
(EXCEPT FIFTEEN AND ONE HALF (15 1/2) ACRES IN THE NORTH EAST CORNER) IN
COOK COUNTY, ILLINOIS.
PIN: 11-19-200-032-8001
Commonly Known As: 1229 Chicago Avenue, Evanston, Illinois 60202
Page 62 of 102
43-O-12
~5~
EXHIBIT B
Real Estate Purchase Agreement
Page 63 of 102
1
REAL ESTATE SALE CONTRACT
This agreement (“Agreement”) is entered into this ___ day of _______ 2012 by and between
the CITY OF EVANSTON, an Illinois municipal corporation, (“Purchaser”) and
NORTHWESTERN UNIVERSITY (“Seller”).
1. Purchase Price. The Purchaser agrees to purchase from the Seller at a price of SIX
HUNDRED FIFTY THOUSAND DOLLARS ($650,000.00) (the “Purchase Price”), on the
terms set forth herein, the following described real estate in Cook County, Illinois:
LEGAL DESCRIPTION TO BE ADDED BY SELLER’S ATTORNEY PRIOR TO
CLOSING.
commonly described or known as 1229 Chicago Avenue (Lot 20), Evanston, Illinois, a lot
measuring approximately ____ feet by ____ feet improved with a building of approximately
_______square feet (the “Property”). Specific lot dimensions will be per survey (however,
variations between the survey and the foregoing approximate figures shall not affect the
validity or substance of this Agreement).
2. Conveyance. Seller agrees to sell the real estate and the property described above at the
price and terms set forth herein, and to convey or cause to be conveyed to Purchaser, or
Purchaser's nominee, title thereto by a recordable Warranty Deed, with release of homestead
rights, if any, subject only to: (a) covenants, conditions and restrictions of record; (b) private,
public and utility easements and roads and highways, if any; (c) special taxes or assessments
for improvements heretofore completed; (e) mortgage or trust deed specified below, if any,
and (f) general taxes for the year of closing and subsequent years including taxes which may
accrue by reason of new or additional improvements during the year(s); and (g) any leases
(as expressly described below).
3. Earnest Money. Upon the Seller’s execution of this Agreement (the “Execution Date"),
Purchaser will deposit in escrow, as earnest money, the sum of ZERO Thousand Dollars ($
ZERO). The balance of the Purchase Price will be paid in the manner described under
Section 4 (Closing) in U.S. funds in the form of a certified or cashier's check, or similar
funds, in the amount of the balance owed plus or minus prorations.
4. Closing. The time of the closing shall be no later than sixty (60) days after the expiration or
waiver of the Inspection Period (“Closing Date”), at a time to be agreed, unless the parties
mutually agree otherwise, at the Skokie, Illinois office of Chicago Title Insurance Company.
Notwithstanding the foregoing, given that certain contingency provided under Section 25
(concerning the consummation of the sale of an adjacent parcel to another party in a
coordinated transaction), the Closing Date may be postponed by mutual agreement of the
parties to this Agreement. The Purchase Price shall be due on the earlier of (a) 1 July 2013,
or (b) within three (3) business days following the date upon which Purchaser or such third
party, including such persons described under Section 25 below, as may be appropriate,
secures a temporary or final certificate of occupancy or similar permission with regard to
certain retail grocery store operations contemplated within the Property.
5. Inspection Period. Purchaser’s obligations hereunder are subject to, at Purchaser's sole and
unfettered discretion, Purchaser’s approval of the Property for Purchaser’s int ended use. For
that purpose, Purchaser is given sixty (60) days from the Execution Date to inspect the
Page 64 of 102
2
Property and to obtain all necessary testing and municipal and governmental approvals for its
intended use (the “Inspection Period”).
Purchaser’s approval or termination, hereunder, shall be at Purchaser’s sole discretion and
Purchaser may terminate this agreement during the Inspection Period for any reason (or no
reason), whatsoever. If during the Inspection Period the Purchaser notifies the Seller in
writing of its election to terminate this agreement, the agreement shall be terminated and null
and void, and, except as to Purchaser’s covenants and obligations as to indemnification, the
parties shall be relieved of any further obligation and responsibility under this agreement and
the earnest money and accrued interest thereon shall be returned to the Purchaser. In the
event Purchaser does not or fails to give written notification of its election to terminate the
agreement prior to the expiration of the Inspection Period, Purchaser shall be deemed to have
waived its rights under the Inspection Period and shall be obligated to purchase the Property.
With notice to Seller, and subject to any rights of the current tenants, Purchaser and its agents
shall have the right to reasonably access the Property during the Inspection Period.
Purchaser or its agents may conduct reasonable research, non-destructive testing, evaluation
or initiate any application or appeal for zoning (subject to the provisions below) or City of
Evanston approvals (“Governmental Approvals”) Purchaser deems reasonably necessary or
conduct no research, testing evaluation or zoning application or appeal, at Purchaser's sole
cost and expense and at Purchaser’s sole and unfettered discretion. Any destructive testing,
other than small material sampling required for asbestos testing, if recommended by
Purchaser’s environmental consultant, shall only be conducted with the written consent of
Seller; in such event Seller may, but is not so obligated, require its supervision over any
destructive testing and the posting by Purchaser of a reasonable deposit.
Buyer shall not cause or permit any mechanic’s liens or liens to be recorded against the
Property as a result of any actions taken by Purchaser or Purchaser’s agents during the
Inspection Period. After conducting any inspections, Purchaser shall promptly restore the
Property to the condition it was in immediately prior to conducting any inspections or tests,
as reasonably approved by Seller.
In the event that Purchaser desires to initiate such Governmental Approvals, it shall do so at
its sole risk, cost, and expense, and timely provide the Seller with copies of all materials
provided to and/or received from any governmental body. Purchaser shall timely advise
Seller of any and all meetings and other proceedings, which Seller shall have the right to
attend and observe. In no event shall any Governmental Approvals become final or attach in
any manner to the Property until after the Closing is fully con summated. Prior to initiating
any Governmental Approvals, Purchaser shall deposit with Seller a power of attorney in such
form as reasonably approved by Seller, allowing Seller to terminate any and all applications
commenced by Purchaser (“Power of Attorney”). Such Power of Attorney may be utilized
by Seller in the event of any breach by Purchaser and/or in the event Purchaser does not
proceed to acquire the Property.
6. Inspection Period Documents. Seller shall deliver or cause to be delivered to Purchaser or
Purchaser’s agent, not more than five (5) days after the Execution Date, the following
information in writing regarding the Property and other items to be conveyed under the terms
hereof (or if any portion of such information does not exist, a statement that such information
does not exist):
Page 65 of 102
3
(A) Copies of and a list of any leases, service, maintenance, management or other contracts
relating to the operation of the Property;
(B) Copies of and a list of Seller’s interest in any warranties, guarantees, permits and licenses
relating the above and the Property and Seller’s interest in any trade names used in
connection with the Property (not including Seller’s name);
(C) Copies of the following documents which are in the possession of Seller and agents of
Seller at the Effective Date: all engineering, utility, sewer and water service, asbestos,
environmental and subsurface, wetlands, flood plain and traffic studies, examinations or
correspondence relating thereto; all reports, notices and other documents pertaining to any
process for site plan approval, zoning, and variance process previously undertaken;
correspondence with adjacent property owners; any blueprints, architectural and building
drawings, structural, HVAC, mechanical and plumbing plans and specifications, survey,
engineering and environmental reports in Seller’s possession in connection with the Property,
the notices, reports and registrations Seller has filed, if any, pursuant to Seller’s obligations
under the Illinois State Fire Marshal Regulations for Underground Storage Tanks, SARA
Title II, the OSHA Hazard Communication Standard, and/or any other Federal, State or
Local Health and Safety Regulations and all documents concerning any previous or potential
litigation concerning the Property. In the event Closing does not occur, Purchaser shall
promptly return the above to Seller, except to the extent needed by Purchaser to pursue a
claim against Seller based on Seller's default herein;
(D) An existing boundary survey of the Property, if in the possession of Seller, and
7. In the event that, after Seller has furnished the above information or a statement that such
information does not exist, if Seller shall come to possess any newer or new information on
or before the Closing Date, Seller shall furnish copies of such newer or new information to
Purchaser no later than fifteen (15) days after receipt thereof; provided, however, that
notwithstanding anything herein to the contrary, such newer or new information shall be
furnished to Purchaser, if then in existence, no later than two days prior to the Closing Date.
Release. Purchaser does hereby release and forever discharge Seller, and its officers, trustees,
beneficiaries, employees, and agents, from any and all claims, demands, citations, and causes
of action of any kind or nature which may arise as a result of Purchaser’s activities related to
Purchaser’s inspections, investigations, testings, and Governmental Approvals with respect to
the Property. Purchaser shall hold Seller, and its officers, trustees, beneficiaries, employees,
and agents, harmless and defend such Seller parties against any and all claims, proceedings
or causes of action resulting from any action or inaction of Purchaser, its agents or
employees, with respect to the Property, including costs and reasonable attorneys’ fees
incurred, through and including any and all appellate proceedings. Purchaser shall cause its
contractors to carry Worker’s Compensation Insurance in accordance with statutory
requirements, Automobile Liability Insurance and Commercial General Liability Insurance,
naming Seller as an additional insured, covering such contractors on or about the premises
with policy limits not less than two million dollars ($2,000,000.00) in the event of personal
injury to any number of persons or damage to Property, arising out of any one occurrence or
in such reasonable amounts as Seller shall require and to submit such certificates evidencing
such coverage to Seller prior to the commencement of such work. Seller shall be named as
loss payee as to any and all Property damage. This covenant shall survive termination of this
Agreement.
Page 66 of 102
4
8. Conveyance of Title. At Closing, Seller agrees to deliver to Purchaser a Warranty Deed,
in recordable form, conveying the Premises to Purchaser free and clear of all liens, claims
and encumbrances except for the Permitted Exceptions (as hereinafter defined).
9. Title Commitment; Title Policy. Purchaser, at its sole risk, cost, and expense, shall obtain
and arrange for delivery to the parties within ten (10) days following the date hereof a
Commitment for Owner's ALTA Title Insurance Policy Form B with extended
coverage ("Commitment") issued by Title Company, setting forth the state of title to the
Property and all exceptions and restrictions of record. Said Commitment shall require the
issuance of a 3.0 zoning endorsement including parking (based upon plans and
specifications), modified owner's comprehensive endorsement (based upon plans and
specifications), (collectively, the "Endorsements"). Along with such commitment,
Purchaser shall request that the Title Company furnish Purchaser with copies of all
documents affecting the Property, as reflected in the Commitment. In the event an y
exceptions appear in such Commitment or title documents other than the standard printed
exceptions (which shall be deleted in the Owner's Title Policy as hereafter provided) that
are unacceptable to Purchaser, or the Title Company cannot or refuses to is sue
Endorsements or other items desired or required by Purchaser, then Purchaser shall, within
five (5) days of receipt of the Title Commitment listing exceptions , notify Seller, in
writing, of any objections to such exceptions or other matters . Any such exceptions or
other matters not objected to by Purchaser in this time period shall hereinafter be referred to
as "Permitted Exceptions"; provided, however, that mortgage liens, judgment liens,
mechanic's liens, tax liens and other liens of definite or ascertainable amounts which are
capable of being cleared from title by the payment of a sum certain ("Monetary
Liens") shall not be Permitted Exceptions under any circumstances, regardless of whether
or not Purchaser objects thereto in accordance herewith, and Monetary Liens shall be
cleared from title at closing by the payment or escrowing of reasonably sufficient funds to
cause such exceptions to be removed from Purchaser's title p olicy, such payments to be
made by Seller. Any exce ptions objected to by Purchaser within the time period specified
above, and any Monetary Liens shall hereinafter be called "Unpermitted Exceptions".
Provided such occurs before the Closing Date, Purchaser shall have five (5) days to
object to any exceptions raised by the Title Company subsequent to the date of expiration of
the Contingency Period for the first time (“Supplemental Exceptions”). Any Supplemental
Exceptions objected to by Purchaser with the five (5) day period shall hereinafter be called
“Unpermitted Exceptions.” Seller shall give written notice to Purchaser within five (5)
days of the date of Purchaser's notice of objection to title matters as to whether Seller will
cure the matters objected t o by Purchaser at or prior to Closing and such undertaking to
cure, if any, shall be a binding obligation of Seller under this Agreement. In the event
Seller fails to cure an Unpermitted Exception at or prior to Closing, Purchaser may
terminate this Agreement and receive a return of the Earnest Money or may elect to proceed
to close hereunder and take a credit at closing in the aggregate amount of any Monetary
Liens. At Closing Seller shall pay to bring the Commitment to policy, with coverage
over the standard, pre-printed exceptions and subject only to the Permitted Exceptions and
the cost of the Endorsements.
10. Survey. Seller, at its sole cost and expense, will obtain a survey of the Property prepared in
accordance with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title
Surveys, a survey of the Premises, dated as of a date on or after the Contract Date, certified
to Purchaser and its assigns, Purchaser's designated lender(s), and the Title Company
Page 67 of 102
5
(“Survey”). The Survey shall, include Table A Optional Item No.'s: 1, 2, 3, 4, 5 (on a
separate sheet from the other matters), 6, 7 (if applicable), 8, 9 (if applicable), 10, 11, 13,
14, 15 and 16. Should the Survey indicate the presence of any encroachments by or upon
the Premises or other matters which do or could adversely affect Purchaser's use, Purchaser
may terminate this Agreement by providing written notice to Seller no later than the earlier
of (A) five (5) days after Purchaser’s receipt of the Survey, or (B) fifteen (15) days prior t o
the Closing Date. In the event that Purchaser does not tender timely notice its right to
terminate shall be null and void.
11. Tax Prorations. Seller warrants and represents that Seller is currently exempt from real
estate taxation by Cook County, Illinois. However, tenants of the Property are subject to
leasehold taxes by Cook County, Illinois.
12. Rent Proration. Seller shall credit to Purchaser at Closing Purchaser’s prorata share of rent
collected by Seller for the month in which the closing occurs. Rent d ue that is in arrears that
is collected by Purchaser shall be credited seventy percent (50%) to Seller and thirty percent
(50%) to Purchaser. However, Purchaser has no affirmative obligations to collect any rent in
arrears at time of Closing.
13. Transfer Stamps. Any and all stamp taxes imposed by State law on the transfer of title,
including that imposed by the State of Illinois, County of Cook, and by municipal ordinance
shall be borne by Seller (or be exempt therefrom).
14. Default. If the Purchaser defaults, earnest money shall be forfeited and paid to Seller as
Seller's sole remedy for such default at law or equity. If Seller defaults, earnest money, at the
option of Purchaser shall be refunded to Purchaser, but such refunding shall not release Seller
from its obligations under this agreement; notwithstanding the foregoing, Purchaser’s remedy
shall be limited to an action for specific performance and direct damages (expressly
excluding consequential and punitive damages, loss of profits, and similar items). In the
event of a dispute as to which party is entitled to the earnest money, the Escrowee may
deposit the escrowed funds with the Clerk of the Circuit Court pending final resolution. The
prevailing party in any action shall be due its costs and reasonable attorney’s fees.
15. Escrow. At the election of either party, upon notice to the other not less than five (5) days
prior to the time of Closing, this sale shall be closed through an escrow at Chicago Title
Insurance Company in accordance with the general provisions of the usual form of Deed and
Money Escrow Agreement then in use by Chicago Title Insurance Company, with such
special provisions inserted in the escrow agreement as may be required to conform with this
agreement. Upon the creation of such escrow, anything herein to the contrary
notwithstanding, payment of the purchase price and delivery of the deed shall be made
through the escrow and this contract and the earnest money shall be deposited in the escrow.
The parties shall equally share the cost of the escrow.
16. Time. Time is of the essence in this agreement.
17. Notices. All notices required herein shall be in writing and shall be served on the parties at
the addresses following their signatures. The serving of a notice by facsimile transmission to a
party’s respective attorneys and other persons indicated below shall be sufficient; any other service
shall be by a nationally recognized, overnight courier. When service is by facsimile, such shall be
deemed served on the day of transmission, provided such is on or before 3:00 p.m. of a business day,
or the next business day if thereafter; if by courier, then the next business day after dispatch.
Page 68 of 102
6
If to Seller:
Ranee Berliant
Real Estate Asset Manager
Northwestern University
1800 Sherman Avenue, Suite
204
Evanston, Illinois 60201
(847) 467-3450
(847) 467-2800 [facsimile]
Susan Wuorinen
Assistant General Counsel
Office of General Counsel
Northwestern University
633 Clark Street
Evanston, Illinois 60208-1109
(847) 491-4838
(847) 467-3092 [facsimile]
K. Thomas Stevens
Stevens & Associates
200 West Superior Street
Suite 410
Chicago, Illinois 60654
(312) 786-2244
(312) 786-1331 [facsimile]
If to Purchaser:
Wally Bobkiewicz
City Manager
City of Evanston
Evanston, Illinois 60201
(847) 866-2936(847) 448-8093
[facsimile]
W. Grant Farrar
Corporation Counsel
City of Evanston
2100 Ridge Avenue
Evanston, Illinois 60201
18. Assignment. Purchaser may assign this Agreement to another entity only with Seller’s
written consent, which shall not be unreasonably withheld, conditioned, and/or delayed.
19. Intentionally deleted.
20. SELLER’S REPRESENTATIONS
Seller hereby represents, covenants and warrants to Purchaser as follows, each of which is true and
correct as of the Effective Date, and shall be true and correct at Closing and shall survive the Closing
and shall not merge into the deed:
(A) Seller is the record owner of the Property, has the full power, right and authority to grant the
rights provided under this Agreement, to assign and convey the Property, subject to any and all
leases, and to consummate this transaction, all as herein provided;
(B) Except as is listed below, Seller and agents of Seller, based upon Seller’s actual knowledge
(defined below), have received no threat or notice of the commencement of any legal action against
Seller for the damaging, taking or acquiring of, or in connection with all or any part of, the Property
and there is no pending or threatening eminent domain, condemnation or other governmental taking
of the Property or any part thereof. If, prior to the Closing Date, all or any portion of the Real Estate
is condemned or taken by eminent domain, or Seller becomes aware of or receives a notice of a
proposed condemnation, Seller shall, within ten (10) days following any of the above events, give
Page 69 of 102
7
Purchaser notice thereof in writing. If a condemnation or taking in fact occurs and such
condemnation or taking is substantial (as hereinafter provided), then notwithstanding anything to the
contrary herein, Purchaser shall have the option, exercisable by notice to Seller given within ten (10)
days following Seller’s notice to Purchaser of such condemnation or taking, to terminate this
Agreement, whereupon this Agreement shall be terminated, the Earnest Money Deposit and interest
thereon shall forthwith be returned to Purchaser and thereafter neither party shall have any further
rights or obligations hereunder. If (a) Purchaser does not elect to terminate this Agreement in the
event of a substantial condemnation or taking, or (b) such condemnation or taking is not substantial,
Seller shall convey the Property on the Closing Date to Purchaser in its then condition, upon and
subject to all of the other terms and conditions of this Agreement, and assign to Purchaser all of
Seller’s right, title and interest in and to any claims Seller may have to the condemnation awards
and/or any causes of action with respect to such condemnation or taking of the Real Estate and pay
to Purchaser all payments theretofore made to Seller by such condemning authorities. A
condemnation or taking shall be deemed substantial if it results in the inability of Purchaser to
construct Purchaser’s development as contemplated by this Agreement:
NONE ___________________________________________________________
_____________________________ ________________________________________________;
(C) Based upon Seller’s actual knowledge, Seller or agents of Seller have received no notices from
any governmental authority of zoning, building, licensing, permit, fire, or health code violations in
respect to the Real Estate or which to a material extent could adversely affect the financial condition
or continued operation of Seller, nor are any licenses or permits existing or required to be obtained
from any governmental authority affecting the Property except as follows:
NONE ___________________________________________________________
_____________________________ ________________________________________________;
(D) Based upon Seller’s actual knowledge , there is no pending or threatened litigation, claims,
demands or liens with respect to the Property or which to a material extent co uld adversely affect the
financial condition or continued operation of Seller except as follows:
NONE ___________________________________________________________
(E) Based upon Seller’s actual knowledge, all water lines, sanitary sewers, storm sewers, electric,
gas, telephone or other utilities or services are located on the Real Estate and appropriate utility
easements permitting use and service of said utilities are of record; notwithstanding the foregoing,
Seller shall not be required to secure any easements which are not of record, or to secure any
amendments to recorded instruments;
(F) Based upon Seller’s knowledge, no fact or condition exists which could result in the termination
or impairment of access to the Real Estate from adjoining public streets or which could result in
discontinuance of presently available or otherwise necessary sewer, water, electric, gas, telephone or
other utilities or services;
(G) Based upon Seller’s actual knowledge:
Page 70 of 102
8
(i) the Property is not in violation of any Federal, State or local law, ordinance or
regulation relating to industrial hygiene or to the environmental conditions on or
under the Property including but not limited to, soil and ground water conditions;
(ii) there are no environmental, health or safety hazards on or under the Property,
including, but not limited to soil and ground water conditions;
(iii) neither Seller has nor any other person, including, but not limited to, Seller’s
predecessors in title to the Property ever caused or permitted any hazardous material
(as hereinafter defined) to be placed, held, located or disposed of on, under or at the
Property or any part thereof or into the atmosphere or any water course, body of water
or wetlands of the Property, and none of the Property, has ever been used (whether by
Seller, or to the actual knowledge of Seller by any other person) as a treatment,
storage or disposal (whether permanent or temporary) site for any hazardous material
(except the Seller has knowledge that underground storage tanks were previously
located on the Real Estate, but Seller represents that such tanks have been removed in
accordance with all requirements of law and all contamination caused thereby has
been remediated);
For purposes of this Agreement hazardous material means and includes, without limitation,
definitions found in 42 U.S.C 9601 et seq. (CERCLA); 42 U.S.C. 6901 et. seq. (SWDA) as amended
or hereafter amended; (i) petroleum including but not limited to crude oil or any fraction thereof
which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7
pounds per square inch absolute); (ii) asbestos in any form or condition, and (iii) any radioactive
material, including, but not limited to, any source, special nuclear or by-product material as defined
at 42 U.S.C. et. seq.; or (iv) that defined under any other applicable Federal, State, or local law,
regulation, ordinance or requirement, all as amended or hereafter amended;
(H) Based upon Seller’s actual knowledge, Seller and agents of Seller have not been subject to, or
received any notice of, any private, administrative or judicial action, or notice of any intended
private, administrative, or judicial action, relating to the presence or alleged presence of h azardous
materials in, under, upon or emanating from the Property, , and there are no pending or threatened
actions or proceedings (or notices or potential actions or proceedings) from any governmental
agency or any other person or entity regarding any matter relating to health, safety, or protection of
the environment;
(I) Based upon Seller’s actual knowledge, there have not been and there are not any past or present
events, conditions, circumstances, activities, practices, incidents or actions which coul d reasonably
be expected to interfere with or prevent continued compliance with any Federal, State, or local law,
regulation, ordinance or requirement relating to health and safety and protection of the environment
or which may give rise to any legal liability, or otherwise form the basis of any claim, action, suit,
proceeding, hearing or investigation against or involving the Property based on any Federal, State or
local law, regulation, ordinance or requirement relating to health, safety and protection of the
environment or violation or alleged violation thereof;
(J) Based upon Seller’s actual knowledge, the Real Estate is not located in the l00-year flood
plain, flood way or wetlands.
(K) Northwestern University is “exempt” from real estate taxes;
(L) Intentionally deleted;
(M) Intentionally deleted;
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9
(N) Seller is not insolvent;
(O) The performance by Seller of all the terms and provisions contained in this Agreement and in
any and all other documents delivered to Purchaser shall not constitute an event of default under any
other agreements to which Seller is now or hereafter may be a party, nor will any such acts in any
way violate any statute, regulation or administrative direction;
(P) Unless Purchaser defaults prior to the Closing Date or unless this Agreement is terminated
prior to such date, then other than (i) physical changes, except repairs, to the Real Estate, if any,
mentioned in this Agreement which Seller expressly agrees to make under the terms hereof, (ii)
physical changes to the Property made by Seller to comply with applicable law, and (iii) ordinary
wear and tear, Seller shall between the last date Purchaser makes an inspection and the Closing Date:
(i) Advise Purchaser promptly of any litigation, arbitration, administrative hearing, or
legislation before any governmental body or agency of which Seller is notified, concerning or
affecting the Property which is instituted after the date hereof;
(ii) Not further encumber the Property or modify the terms or condition of any existing
encumbrances, if any;
(iii) Not take, or omit to take any action that would have the effect of violating any of the
representations, warranties, covenants and agreements of Seller contained in this Agreement;
(iv) Without the prior consent of Purchaser, not enter into any new written or oral service
agreement or other agreement with respect to the Property that will not be fully performed by the
parties thereto on or before the Closing Date;
(v) Keep observe and perform Seller’s material obligations as landlord under leases presently
in effect, and as long as tenants are not in default under the leases, nor cause termination of any
lease;
vi) Not amend any lease or enter into any new lease concerning the Property without the
written consent of Purchaser and shall not amend any service agreement or enter into any new
service agreement concerning the Property unless the same is terminable without penalty by the then
owner of the Property upon not more than 30 days’ notice;
(Q) Based upon Seller’s actual knowledge, Seller is not aware of any unrecorded liens against the
Property which will not be satisfied out of the Purchase Price;
(R) All obligations of Seller arising from the ownership and operation of the Property which
accrued prior to the Closing Date, including, but not limited to salaries, taxes, leasing commissions,
and the like, have been paid as they become due or will be paid at or prior to Closing. Except for
obligations for which provisions are herein made for proration or other adjustments at Closing, there
will be no obligations of Seller with respect to the Property outstanding as of the Closing Date;
(S) Seller shall maintain, or cause to be maintained, in full force and effect (subject to any
expiration thereof) until Closing the insurance policies covering the Property, and/or shall continue
to self-insure as historically employed. Seller shall renew or replace any policy expiring before
Closing with a policy having a term of beyond the Closing Date;
(T) Seller shall not withdraw, settle or otherwise compromise any protest or reduction proceeding
affecting real estate taxes assessed against the Real Estate for any tax year in which the Closing is to
occur or any subsequent tax year without the prior written consent of Purchaser, which consent shall
not be unreasonably withheld;
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10
(U) If Seller is a corporation:
(i) The execution of this Agreement on behalf of Seller by the person(s) who executed
this Agreement on behalf of Seller has been duly approved;
(ii) The execution by Seller of this Agreement and any other documents which may from
time to time hereafter be executed by Seller and delivered to Purchaser shall not constitute a breach
of any provision contained in the Articles of Incorporation or by-laws of Seller; and
(iii) Seller is and during the term of this Agreement will continue to be in good standing
in the state in which Seller is incorporated and the state in which the Property is located.
(V) On the Closing Date no tenancies will exist on the Property other than that disclosed in the
leases already provided to Purchaser.
Notwithstanding any provision to the contrary under this Agreement and/or applicable law, the
obligations of Seller to examine, investigate, and take similar action, and the phrase “based upon
Seller’s actual knowledge,” “Seller’s knowledge,” and/or phrases of similar import, shall solely and
exclusively mean the ready knowledge of Ranee Berliant, not personally but as the Real Estate Asset
Manager of the Seller, utilizing a reasonable standard of care to review information in her
possession.
21. AS-IS, WHERE-IS NATURE OF CONVEYANCE
Except as expressly provided under this Agreement, Purchaser acknowledges and stipulates that the
conveyance of the Property by Seller is strictly “as -is,” and “where-is,” with any and all faults,
deficiencies, discrepancies, burdens, and obligations of any nature, type, and extent whatsoever,
known or unknown, actual or contingent, existing, arising now, or at any time hereafter.
22. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
Purchaser hereby represents, covenants and warrants to Seller as follows, each of which is true and
correct as of the Effective Date, and shall be true and correct at Closing and shall survive the Closing
and shall not merge into the deed:
(A) Purchaser has all requisite power and authority to consummate the transaction
contemplated by this Agreement and has by proper proceedings duly authorized the execution and
delivery of this Agreement and consummation of the transaction contemplated hereby.
(B) This Agreement when executed and delivered by Purchaser will constitute the valid and
binding agreement of Purchaser enforceable against Purchaser in accordance with its terms.
23. FURTHER ASSURANCES From the Effective Date of this Agreement, both Seller and
Purchaser covenant to each other that, in addition to the acts and deeds recited herein and
contemplated to be performed, executed and delivered by each, each shall perform, execute and
deliver or cause to be performed, executed and delivered at, prior to, or after the Closing, any and all
further reasonable acts, deeds, and assurances and execute any documents or other writings as the
other or the Title Insurer may reasonably request in order to consummate the transactions
contemplated herein or to confirm or perfect any right to be created or transferred herein or pursuant
to this transaction, provided that neither party shall be required to incur any material expenses in
connection therewith.
24. CONFIDENTIALITY
The parties shall maintain the terms of this Agreement and the transaction generally as confidential,
including but not limited to any and all deliverables of Seller, disclosing such only on a
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11
commercially reasonable “need to know” basis. In the event a party requires disclosure to any other
person, then such recipients shall be bound by the instant confidentiality requirement.
25. CONTINGENCY REGARDING ADJACENT PARCEL
Any and all obligations of Seller and Purchaser under this Agreement are expressly contingent upon
Seller entering into a contract with a separate purchaser (upon terms acceptable to Seller in its sole
and absolute discretion) and consummating a transfer of certain real property adjacent to the
Property, commonly known as 1231, 1233, and 1235 Chicago Avenue (“Seller Related
Transaction”) and the Purchaser entering into a contract with a separate seller (upon terms
acceptable to the Purchaser in its sole and absolute discretion) and consummating a transfer of
certain real property adjacent to the Property, commonly known as 1223-1225 Chicago Avenue
(“Purchaser Related Transaction’). In the event that the Seller Related Transaction or the Purchaser
Related Transaction does not occur for any reason, then this Agreement shall be subject to
termination by Seller or Purchaser upon five (5) days written notice, with no further obligation upon
the respective parties.
SELLER: PURCHASER:
NORTHWESTERN UNIVERSITY CITY OF EVANSTON
__________________________________ _______________________________
By: By: Wally Bobkiewicz
Its: Its: City Manager
DATE: ________________________ DATE: ________________________
Page 74 of 102
For City Council meeting of May 7, 2012 Item A4
Resolution 33-R -12: Parking License Agreement at 1229 Chicago Ave
For Action
To: Honorable Mayor and Members of the City Council
From: Steve Griffin, Community & Economic Development Department Director
Nancy Radzevich, Economic Development Division Manager
Johanna Nyden, Economic Development Coordinator
Subject: C onsideration of Resolution 33-R-12 “Authorizing the Parking License
Agreement with Gendell/WNB , LLC at 1229 Chicago Ave”
Date: May 3, 2012
Recommendation:
Staff recommends approval of Resolution 3 3-R-12 “Authorizing the Parking License
Agreement with Gendell/WNBLLC at 1229 Chicago Avenue” that will permit
Gendell/WNB, LLC and their development entity, Terraco, to construct a surface parking
lot adjacent to the proposed new Trader Joe’s at 1211 Chicago Avenue.
The property located at 1229 Chicago Avenue is recommended to be purchased by the
City and is discussed in Item A 3 of the May 7, 2012, City Council Meeting packet.
Discussion:
As discussed in the previous memorandum outlining the proposed development at 1211
Chicago Avenue and subsequent purchase of 1229 Chicago Avenue, Trader Joe’s
announced earlier this year that it was scheduled to open a store at 1211 Chicago
Avenue in the second quarter of 2013 . The building and parking facilities will be
constructed and maintained by local developer, Terraco . The proposed plan for the
project will include a 13,000 square foot store with a 78 -stall surface parking lot located
on the property at addresses commonly known as 1211 Chicago Avenue, 1223 -1225
Chicago Avenue, and 1229 Chicago Avenue. The proposed si te lay-out and design of
the property will be subject to Plan Commission review and City Council consideration,
through the Planned Development process.
Terraco owns the property located at 1211 Chicago Avenue (former Blockbuster Video
building). In order to legally permit Terraco to develop the parking lots on the potential
City-owned property (1223-1225 Chicago Avenue and 1229 Chicago Avenue), staff
recommends that City Council authorize the City Manager to execute two Parking
License agreements, one for each parcel that is contemplated to be purchased.
Authorization for execution of these license agreements will require two actions by City
Memorandum
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Page 2 of 2
Council, one resolution for each parcel. Authorization to execute contracts to purchase
the aforementioned properties are discussed in Agenda Items A1 and A3 in the May 7,
2012, City Council meeting packet.
The following outlines key points of the proposed parking license agreements that would
be applicable for both parcels.
1) The developer will pay a one -time $25,000 license fee for each of the two
parcels to utilize the parking spaces. This fee will be due one month following
the date of opening of the Trader Joe’s store.
2) The developer will pay for all demolition/relocation and construction of parking
improvements to the property and shall not seek reimbursement from the
City.
3) The City will retain the right to permit 24 parking spaces at the north end of
the parking lot during “non-operating hours” for Trader Joe’s. Following the
initial year of operation, developer, City, and Trader Joe’s will determine if
there is capacity to extend parking into evening operating hours.
4) The term of the license is for a period of 70 years from date of execution. In
order for the developer to satisfy lending terms to obtain a construction loan
for this project, the lenders seek a minimum of a 70-year term for the license
agreement. For the term of the license, assuming that the City could obtain
revenue from this lot over these 70 years at $35 to $60 a space per month,
the value of the license is between $1.4 million and $2.5 million.
5) The developer is responsible for all maintenance and repair of the parking lot
improvements.
6) The property is prohibited from being considered property tax-exempt and
property taxes for this property will be paid by the tenant. The lease between
Trader Joe’s and Terraco explicitly state s that Trader Joe’s will be responsible
for paying all property taxes assessed on the parking lot and building.
The execution of the license agreement for 1229 Chicago Avenue would not be
executed until the purchase of the property at 1229 Chicago Avenue occurs and the
City holds title to the property. In the event that Trader Joe’s does not ultimately locate
at 1211 Chicago Avenue, the City has no obligation to lice nse this property to Terraco.
Attachments:
- Copy of Resolution 33-R-12 “Authorizing the Parking License Agreement with
Gendell/WNB, LLC at 1229 Chicago Ave”
- Copy of Parking License Resolution for 1229 Chicago Avenue
Page 76 of 102
4/20/2012
33-R-12
A RESOLUTION
Authorizing the City Manager to Execute a License Agreement with
Gendell/WNB, LLC for parking at 1229 Chicago Avenue
WHEREAS, the City Council of the City of Evanston adopted Ordinance 43-
O-12 to authorize negotiations and the execution of a real estate purchase contract (the
“Purchase Contract”) with Northwestern University for certain real property located at 1229
Chicago Avenue, Evanston, Illinois 60202 (the “Acquisition of 1229 Chicago”) and legally
described on Exhibit “A”, which is incorporated herein by reference (the “Subject Property”);
and
WHEREAS, the Subject Property is part of a larger development of adjoining
properties at 1211 Chicago Avenue and 1223-1225 Chicago Avenue, Evanston, Illinois for
a retail building at 1211 Chicago Avenue; and
WHEREAS, in the event that the City closes on the Purchase Contract for
the Subject Property, the City Manager recommends that the City Council authorize the
execution of a license agreement for parking with the property manager of 1211 Chicago
Avenue, Evanston, Gendell/WNB, LLC, an Illinois limited liability company the (“License
Agreement”); and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The City Manager is hereby authorized to sign, and the City
Clerk is hereby authorized to attest, the License Agreement for the Subject Property,
attached hereto as Exhibit B and incorporated herein by reference.
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33-R-12
~2~
SECTION 2: The City Manager is hereby authorized and directed to
negotiate any additional conditions of the License Agreement as he may determine to be
in the best interests of the City.
SECTION 3: That this Resolution 33-R-12 shall be in full force and effect
from and after the date of its passage and approval in the manner provided by law.
______________________________
Elizabeth B. Tisdahl, Mayor
Attest:
______________________________
Rodney Greene, City Clerk
Adopted: __________________, 2012
Page 78 of 102
33-R-12
~3~
EXHIBIT A
Legal Description
LOT TWENTY (20) IN BLOCK SEVENTY-SIX (76) IN NORTHWESTERN UNIVERSITY
SUBDIVISION OF THAT PART OF THE NORTH HALF OF THE NORTH HALF OF
SECTION NINETEEN (19), TOWNSHIP FORTY-ONE (41) NORTH, RANGE FOURTEEN
(14), EAST OF THIRD PRINCIPAL MERIDIAN, LYING EAST OF CHICAGO AVENUE
(EXCEPT FIFTEEN AND ONE HALF (15 1/2) ACRES IN THE NORTH EAST CORNER) IN
COOK COUNTY, ILLINOIS.
PIN: 11-19-200-032-8001
Commonly Known As: 1229 Chicago Avenue, Evanston, Illinois 60202
Page 79 of 102
33-R-12
~4~
EXHIBIT B
License Agreement
Page 80 of 102
LICENSE AGREEMENT
BETWEEN
CITY OF EVANSTON,
LICENSOR
AND
GENDELL/WNB, LLC,
LICENSEE
Page 81 of 102
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into this ____ day
of ______, 2012, by and between CITY OF EVANSTON (“Licensor”), an Illinois home rule
municipality and GENDELL/WNB, LLC (“Licensee”), an Illinois limited liability company,
upon the following terms and conditions:
1. The Licensed Area. Subject to the terms and conditions of this Agreement, Licensor
grants to Licensee and its Permittees (hereafter defined) an irrevocable exclusive license to use
the area shown and described on Exhibit A attached hereto and made a part hereof (the
“Licensed Area”). Licensor acknowledges and agrees that Licensee and its Permittees shall have
the right to use the Licensed Area as provided herein and further right to enforce parking rights
in the Licensed Area by the posting of signs and the towing of cars at the owner’s expense, if
necessary. The improvements situated from time to time in the Licensed Area are hereinafter
referred to as the “Licensed Improvements.”
2. Fee Parking Spaces.
(a) Notwithstanding the foregoing, Licensee acknowledges and agrees that
during the Non-Peak Hours (hereafter defined), a portion of the Licensed
Area labeled and shown on Exhibit B attached hereto and made a part
hereof and containing approximately four (4) parking spaces may also be
used by third parties (including Licensee, its Permittees and their
respective customers, employees and invitees) upon payment of a fee to be
determined by Licensor in its sole discretion (the “Fee Parking Spaces”).
Licensor shall, at its sole cost and expense, individually mark each of the
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Fee Parking Spaces as such in accordance with a design reasonably
approved by Licensee and its Permittees (hereafter defined).
(b) Licensor reserves the right to structure a permit parking arrangement with
third parties for the use of four (4) Fee Parking Spaces as depicted on
Exhibit B in accordance with the terms of this Agreement.
(c) Non-Peak Hours – Year One of Term: For purposes of this Agreement,
“Non-Peak Hours” for the first year of the Term (hereafter defined) shall
mean a time period from the close of business of the Retail Building
(hereafter defined) through 8 a.m. each day of the week, Monday through
Sunday. Notwithstanding anything to the contrary contained in this
Agreement, Licensor and Licensee acknowledge and agree that the Non-
Peak Hours shall never be earlier than 8:00 p.m. on any day throughout
the Term. The Fee Parking Spaces will become available to such third
parties upon the date the Retail Building opens for business.
(d) Annual Evaluation – Years One through Five of the Term: Not more than
once per year at any time mutually agreed to by Licensor, Licensee and its
Permittees, during the first five (5) years of the Term, the parties will
commission an independent third party (the “Third Party Consultant”) to
evaluate the evening usage of the entire Retail Building parking (“Retail
Building Parking Lot”), including the Fee Parking Spaces. The Third
Party Consultant will conduct a statistical analysis (in twenty (20) minute
increments) of the parking usage of the Retail Building Parking Lot from 8
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p.m. to one half hour following the hour of close for the Retail Building.
If the mean rate for open parking spaces within the entire Retail Building
Parking Lot is greater than 50%, the parties must use commercially
reasonable efforts to evaluate and renegotiate the expansion of the Non-
Peak Hours set forth in Paragraph 2(c). If the mean rate for open parking
spaces within the entire Retail Building Parking Lot is less than 25%, the
parties must use commercially reasonable efforts to evaluate and
renegotiate the reduction of the Non-Peak Hours set forth in Paragraph
2(c).
(e) Evaluation of Non-Peak Hours for Remainder of Term: Every other year
after the initial five years of the Term, not more than once per year and at
any time mutually agreed to by Licensor, Licensee and its Permittees, the
parties will commission a Third Party Consultant to evaluate the evening
usage of the Retail Building Parking Lot. The Third Party Consultant will
conduct a statistical analysis of the parking usage of the Retail Building
Parking Lot from 8 p.m. to one half hour following the hour of close for
the business of the Retail Building. If the mean rate for open parking
spaces within the Retail Building Parking Lot is greater than 50%, the
parties must use commercially reasonably efforts to evaluate and
renegotiate the expansion of the Non-Peak Hours set forth in Paragraph
2(c). If the mean rate for open parking spaces within the Retail Building
Parking Lot is less than 25%, the parties must use commercially
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reasonable efforts to evaluate and renegotiate the reduction of the Non-
Peak Hours set in Paragraph 2(c).
3. Permissible Use. During the Term, the Licensed Area may, except as otherwise
specifically provided herein for the Non-Peak Hours, be used exclusively by Licensee and its
Permittees for access and ingress and egress, and for parking by Licensee and its Permittees.
Licensee is granted this License for the specific purpose of parking and the installation of cart
corrals, however Licensor retains ultimate possession and control of the Licensed Area.
Licensee agrees to use the Licensed Area and operate (and cause all persons claiming through it
to operate) therein in a manner that complies with all laws, orders, rules and regulations of
agencies or bodies having jurisdiction and to comply with such reasonable rules and regulations
(herein “Rules and Regulations”) relating to the Licensed Area and their usage as Licensor may
impose from time to time, provided however in no event shall any Rules and Regulations be
proposed or adopted which amends any specific provision of this Agreement or imposes any fee,
penalty or economic payment or obligation upon Licensee. Licensee will not use or knowingly
permit the Licensed Area to be used for any illegal purpose and shall not knowingly permit the
consumption of alcoholic beverages thereon, shall not cause or knowingly permit any hazardous
materials to be generated, used, released, stored or disposed of in or about the Licensed Area,
shall not store or knowingly permit accumulations of any trash, garbage, rubbish or other refuse
inside or outside of the License Area, except in appropriate trash receptacles, and shall not in any
manner create any nuisance. Licensee shall comply with all traffic control, safety, security
and/or access systems installed in the Licensed Area from time to time. Licensee and its
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Permittees shall not inhibit the free flow of traffic onto or from Chicago Avenue in connection
with their respective uses of the Licensed Area.
4. Term of Agreement. This Agreement shall commence on the date the Retail Building
opens for business and shall remain in full force and effect for a continuous period of seventy
(70) years therefrom (“Term”). If, at any time after thirty-five (35) years (420 months) of the
total Term have elapsed, the adjoining commercial property located at 1211 Chicago Avenue,
Evanston, Illinois (the “Retail Building”) is Vacant (hereinafter defined) for twelve (12)
continuous months, Licensor shall, as its sole remedy, have the unrestricted use of the Fee
Parking Spaces until such Vacancy (hereinafter defined) is remedied beginning on the first day
after the end of the Cure Period (as defined herein) and continuing until said Vacancy ceases.
“Vacant” or “Vacancy” shall mean and refer to the Retail Building being less than fifty percent
(50%) occupied and/or used for non-retail purposes or temporary uses (such as a seasonal store).
Licensor shall deliver written notice to Licensee of the Vacancy in accordance with Paragraph
17. Licensee shall have thirty (30) days to cure said Vacancy, beginning on the date of receipt of
the notice prior to the aforementioned remedy being exercised (“Cure Period”).
5. Termination. This Agreement shall terminate upon the expiration of the Term of the
Agreement.
6. License Commencement Fee. Within thirty (30) days of the Retail Building opening
for business, Licensee shall make a one-time payment of Twenty-Five Thousand and no/100
Dollars ($25,000.00) to the Licensor.
7. Construction of Licensed Improvements. Licensee shall, at its sole cost and expense
and with no reimbursement from Licensor, remove, relocate and/or demolish the existing
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structure(s) and any other items from the Licensed Area. Licensee shall construct all Licensed
Improvements in accordance with Exhibit C attached hereto and made a part hereof. All permit
fees for the relocation and the construction shall be the sole cost and expense of Licensee.
Licensee acknowledges the presence of a residential structure on the Licensed Area. Licensee
shall use its commercially reasonable efforts to relocate such residence, provided the cost of
relocating the residence is not cost prohibitive for the development of the Retail Building. The
parties will meet and confer within 60-90 days after the execution of this Agreement to evaluate
the cost of relocating the residence. If the parties agree on the cost of relocating the residence
and Licensee agrees to relocate the residence, Licensee shall perform such removal at its sole
cost and expense in accordance with its obligations under this Paragraph 7. In the event Licensor
and Licensee can not agree on the cost of removing the residence because Licensee deems the
same to be cost prohibitive, Licensee may terminate this Agreement or, in lieu thereof, Licensor
may permit Licensee to demolish the residence at Licensee’s own expense and, in such event,
Licensee shall take all commercially reasonable steps to salvage building materials that can be
reused and repurposed for another use.
8. Maintenance and Repairs; Lighting; Snow and Ice Removal. Licensee, at its sole
cost and expense, shall perform all routine maintenance, repairs, and necessary capital
expenditures to the Licensed Improvements for the Term of the Agreement. Licensee shall also
keep the Licensed Improvements lighted in accordance with applicable municipal ordinances and
shall remove all snow and ice and trash therefrom. Licensor shall have no obligations with
respect to the maintenance, repair or capital expenditures of the Licensed Area except (i) with
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respect to Licensor’s negligence or willful misconduct or that of those claiming by or through
Licensor and (ii) as expressly set forth herein.
9. Licensee’s Alterations. Licensee shall make and perform, and permit the making and
performance of, any alterations, installations, improvements, additions or other physical changes
in or about the Licensed Area or with respect to the Licensed Improvements, inclusive, without
limitation, of installation of any signage, with Licensor’s prior written consent, which consent
shall not be unreasonably withheld or delayed beyond thirty (30) days. Licensor has the right to
inspect Licensee’s alterations to ensure that the work is free from any hazardous conditions and
completed in a workmanlike manner. Licensee may install, or cause to be installed, signs in, on
and about the Licensed Area to the maximum extent permitted by local ordinances and in
accordance with City of Evanston Code Title 4, Chapter 12 “Sign Regulations”. Licensee may
not erect or install any signage, of any nature or design, without Landlord’s prior written consent,
which consent may not be unreasonably withheld. All signage shall comply with Licensor’s sign
ordinance, set forth in Title 4, Chapter 12 of the Evanston City Code of 1979, as amended, and
shall be reviewed in accordance with procedures outlined in the City Code
10. Real Estate Taxes. Licensee shall pay, or cause to be paid, all real estate taxes
assessed against the Licensed Area during the Term of this Agreement. The obligation
commences on the date of this Agreement. Licensee acknowledges and agrees that the Licensed
Area shall not be deemed tax exempt or otherwise removed from the tax rolls.
11. Utilities. Licensee shall pay, or cause to be paid, any utility charges arising in
connection with its use of the Licensed Area during the Term of this Agreement.
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12. Transferability of License. Except as otherwise permitted herein, no sublicense or
assignment of this License or any interest therein for any purpose shall be made or granted by
Licensee without the prior written consent of the Licensor, which consent shall not be
unreasonably withheld, and shall be granted or denied within thirty (30) days of Licensor’s
receipt of written request therefore from Licensee. Notwithstanding the foregoing, Licensor
hereby acknowledges and agrees that Licensee shall have the right (without the consent of
Licensor) to (i) transfer its interest in this Agreement to any owner of the land located adjacent to
the Licensed Area (the “Land”) and (ii) sublicense its rights hereunder to any tenant or occupant
of the Land including, without limitation, the right to sublicense the Licensed Area to Trader
Joe’s East, Inc. (“TJ’s”) and its customers, employees and invitees, the rights of which are
hereby acknowledged and agreed to (such sublicenses and their respective customers, employees
and invitees are referred to herein as the “Permittees”); provided, however, any Licensee shall
remain responsible for the performance obligations of the Agreement for a sublicense. Licensor
shall have the right to transfer its interest in and to this Agre ement with the written consent of
Licensee, which consent shall not be unreasonably withheld.
13. Default. In the event of any default on the part of Licensee to faithfully keep and
perform all the covenants, agreements, and undertakings herein agreed by it to be kept and
performed, Licensor shall give Licensee notice in writing of such default; and if such default shall
not have been rectified within thirty (30) days after receipt of such notice by Licensee (provided
that such 30-day period shall be extended so long as Licensee has commenced to rectify the default
within said 30-day period and diligently pursues the same to completion), all rights and privileges
granted herein by Licensor to Licensee may be terminated by Licensor.
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14. Contingencies. This Agreement is contingent on (i) Licensor closing on the
transaction to purchase the Licensed Area from an outside party to this Agreement (the
“Licensed Area Purchase”) (ii) Licensor closing the purchase of 1223-1225 Chicago Avenue,
Evanston, Illinois and Licensee terminating the lease of the occupant of such property (the
“1223-1225 Chicago Avenue Transaction”) and (iii) TJ’s waiving all conditions under its lease
with Licensee (the “Lease”). In the event that the Licensed Area Purchase, the 1223-1225
Chicago Avenue Transaction and the Lease are not consummated, then either party can opt to
terminate this Agreement.
15. Insurance/Indemnification.
(a) Each party shall carry and maintain, or cause to be carried and maintained,
the following insurance (“Insurance”), at its sole cost and expense, at all times during the Term
of this Agreement: (1) a policy of comprehensive general public liability insurance, with broad
form property damage endorsement, naming the other (or any successor), and its members,
principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees
as the interest of such designees shall appear, as additional insureds, providing, on an occurrence
basis, a minimum combined single limit of $2,000,000; and (2) Workers’ Compensation
Insurance as required by the state in which the Licensed Area is located and in amounts as may
be required by applicable statute. Any company writing any Insurance shall have an A.M. Best
rating of not less than A-VIII. All policies of Insurance shall contain endorsements that the
insurer(s) shall give all insured parties at least 30 days’ advance written notice of any change,
cancellation, termination or lapse of insurance. Each party shall provide the other with a
certificate of insurance evidencing Insurance prior to the date of this Agreement and an
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endorsement naming the other party as an additional insured, and upon renewals at least 15 days
prior to the expiration of the insurance coverage. The comprehensive general public liability
insurance may be effected by a policy or policies of blanket insurance which cover other
property in addition to the Licensed Area, provided that the protection afforded thereunder shall
be no less than that which would have been afforded under a separate policy or policies relating
only to the licensed area and provided further that in all other respects any such policy shall
comply with the other provisions of this Section.
(b) Neither the issuance of any insurance policy required under this
Agreement, nor the minimum limits specified herein with respect to insurance coverage, shall be
deemed to limit or restrict in any way any liability arising under or out of this Agreement.
(c) Except for the willful or negligent acts or omissions of Licensor or its
agents or employees, Licensee hereby agrees to indemnify and hold harmless Licensor from and
against any and all claims, losses, actions, damages, liabilities and expenses (including
reasonable attorneys’ fees) that (i) arise from or are in connection with any willful or negligent
act or omissions of Licensee, its agents, customers, employees, or any other person entering upon
the Licensed Area and/or Licensed Improvements under express or implied invitation by
Licensee, (ii) result from any default, breach, violation or nonperformance of this Agreement or
any provision therein by Licensee, or (iii) arise from injury or death to persons or damage to
property sustained by Licensee’s customers, agents, employees or any other person entering
upon the Licensed Area and/or Licensed Improvements under express or implied invitation by
Licensee on or about the Licensed Area. Licensee shall, at its own cost and expense, defend any
and all actions, suites and proceedings which may be brought against Licensor with respect to the
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foregoing or in which Licensor may be impeded. Licensee shall pay, satisfy and discharge any
and all judgments, orders and decrees which may be recovered against Licensor in connection
with the foregoing and all attorneys’ fees incurred by Licensor.
(d) Licensee shall give prompt notice to the Licensor of any and all incidents
of personal injury, property damage, and loss occurring in the Licensed Area and/or Licensed
Improvements of which it becomes aware, and all claims filed as a result of such incidents.
(e) Licensor and Licensee severally waive any and every claim which arises
or may arise in its favor and against the other during the Term for any and all loss of, or damage
to, any of its property located within or upon, or constituting a part of, the Licensed Area, which
loss or damage is covered by valid and collectible insurance policies to the extent that such loss
or damage is recoverable thereunder. Inasmuch as the above mutual waivers will preclude the
assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company
(or any other person), Licensor and Licensee severally agree immediately to give each insurance
company which has issued its policies of insurance, written notice of the terms of said mutual
waivers, and to have said insurance policies properly endorsed, if necessary, to prevent the
invalidation of said insurance coverages by reason of said waivers.
16. Condemnation. If, during the Term, the entire Licensed Area or Licensed
Improvements are taken for any public or quasi-public use under any governmental law,
ordinance or regulation, or by right of eminent domain or by purchase or exchange in lieu , this
Agreement shall automatically terminate upon such taking. In the event that a portion of the
Licensed Area or Licensed Improvements are taken for any public or quasi-public use under
governmental law, ordinance or regulation, Licensor will use reasonable efforts to locate
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additional parking within close proximity of the Retail Building for Licensee and its users to
account for the Licensed Area which was taken. Licensor agrees that it shall not initiate or
participate in any condemnation or undertaking proceedings involving the Licensed Area or
License Improvements.
17. Fire and Casualty. If the Licensed Area and/or Licensed Improvements should be
destroyed or damaged by fire or other casualty, Licensor shall, at its sole cost and expense,
restore the Licensed Area to its condition existing immediately prior to such fire or other
casualty.
18. Nature of License. It is agreed between Licensor and Licensee that this Agreement
conveys no interest in any of Licensor’s real property to Licensee and does not constitute an
easement. Licensee agrees that it does not and shall not claim at any tim e any interest or estate
of any kind in the Licensed Area by virtue of this Agreement or use of that area hereunder.
19. Binding Notice. This Agreement shall be binding upon Licensor, Licensee and their
successors and permitted assigns including, without limitation, the Permittees.
20. Notices. Notices shall be sent by certified mail return receipt requested, or by
nationally recognized overnight courier, delivered against receipt or by hand and shall be deemed
given when received or refused. Licensee’s notice address shall be, until notice of a change is
given, Gendell/WNB, LLC, 3201 Old Glenview, Suite 300, Wilmette, Illinois 60091, Attention:
Scott Gendell, with a copy to Richard J. Traub, Esq., Freeborn & Peters LLP, 311 S. Wacker
Drive, Suite 3000, Chicago, Illinois 60606 and with a further copy to Trader Joe’s East, Inc., 711
Atlantic Avenue, Floor 3, Boston, Massachusetts 02111, Attention: Vice President Real Estate.
Licensor’s notice address shall be, until notice of change of address is given, City of Ev anston,
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Attn: City Manager, 2100 Ridge Avenue, Evanston, IL 60201; with a copy to: City of Evanston
Law Department, Attn: W. Grant Farrar, Corporation Counsel, 2100 Ridge Avenue, Evanston,
Illinois 60201.
21. No Modification/Entire Agreement. This Agreement represents the entire agreement
between the parties respecting the parking rights of Licensee in the Licensed Area and shall not
be modified except by a written instrument signed by both parties.
22. Acts of God. Neither party shall be required to perform an y covenant or obligation in
this Agreement, or be liable in damages to the other, so long as the performance or
nonperformance of the covenant or obligation is delayed, caused by or prevented by an act of
God or force majeure.
23. Estoppel Certificates. Licensor agrees to furnish from time to time, within five (5)
business days after request of Licensee, a certified statement, as to such matters as Licensee or its
mortgage holder shall reasonably request.
24. No Broker Claims. Each party hereby warrants and represents to the other that
it has not dealt with any broker, agent or finder in connection with this Agreement, and each
party covenants and agrees to indemnify and hold the other harmless from and against any and
all loss, liability, damage, claim, judgment, cost or expense (including but not limited to
reasonable attorney fees and expenses and court courts) that may be suffered or incurred because
of any claim for any fee, commission or similar compensation with respect to this Agreement,
made by any broker, agent or finder claiming to have dealt with such party, whether or not such
claim is meritorious.
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25. Recording. The parties shall join in the execution of a memorandum or so-called
“short form” of this Agreement simultaneously with the execution of this Agreement or at any
time during the Term when requested to do so by the other party, in a mutually acceptable form.
The Licensee shall record the short form of agreement and the recording costs shall be borne by
the Licensee.
26. Right to Encumber and Collaterally Assign. Licensor shall have the right to
encumber its fee simple interest in the Licensed Area; provided, however, any encumbrance shall
not interfere with Licensee’s use of the Licensed Area pursuant to the terms of this Agreement.
Licensee shall have the right to collaterally assign its interest in this Agreement without the
consent of Licensor. Notwithstanding anything to the contrary contained in this Agreement,
Licensor and Licensee acknowledge and agree that Licensee’s interest shall, at all times, be
superior (and not subordinate) to the interest of any holder of any encumbrance including,
without limitation, any holder of any mortgage or deed of trust encumbering the Licensed Area.
27. Environmental Matters. Each party shall indemnify, defend and hold the other
harmless from any damage or liability arising in connection with the introduction of hazardous
substances to the Licensed Area. “Environmental Laws” shall mean and include all federal, state
and local statutes, ordinances, regulations and rules relating to environmental quality, health,
safety contamination and clean-up, including, without limitation, the Clean Air Act, 42 U S.C.
Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq. and the Water Quality
Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act (“ERA”), 7 U.S.C. Section
136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq;
the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act,
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42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651
et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 6901 et seq.,
as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water
Act, 42 U.S.C. Section 300fe seq.; the Comprehensive Environmental Response, Compensation
and Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et seq., as amended by the Superband
Amendments and Reauthorization Act, the Emergency Planning and Community Right-to Know
Act, and Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act
(“TSCA’’), 15 U.S.C. Section 2601 et; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.,
and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and any
environmental protection, beam superlien or environmental clean-up statutes of the State of
Illinois, with implementing regulations and guidelines, as amended from time to time.
Environmental Laws shall also include all state, regional, county, municipal and over local laws,
regulations and ordinances insofar as they are equivalent or similar to the federal laws recited
above or purport to regulate hazardous materials.
28. Quiet Enjoyment. Licensor agrees that, provided Licensee performs all covenants
and agreements required of Licensee by this agreement, Licensee and its Permittees shall be
entitled to the quiet enjoyment of the Licensed Area and the Licensed Improvements.
29. Sister Agreement. Contemporaneously with the execution of this Agreement,
Licensor and Licensee shall execute a License Agreement (the “Sister Agreement”) for the use of
nineteen (19) parking spaces in the area shown on Exhibit A. Licensor agrees that Licensee shall
have the right to terminate this Agreement in the event the Sister Agreement is terminated for
any reason.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first hereinabove provided.
LICENSOR:
CITY OF EVANSTON
By: __________________________[SEAL]
Name: Wally Bobkiewicz
Title: City Manager
LICENSEE:
GENDELL/WNB, LLC
By: __________________________[SEAL]
Name: __________________________
Title: __________________________
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EXHIBIT A
LEGAL DESCRIPTION AND
SITE PLAN OF
LICENSED AREA
LOT TWENTY (20) IN BLOCK SEVENTY-SIX (76) IN NORTHWESTERN UNIVERSITY
SUBDIVISION OF THAT PART OF THE NORTH HALF OF THE NORTH HALF OF
SECTION NINETEEN (19), TOWNSHIP FORTY-ONE (41) NORTH, RANGE FOURTEEN
(14), EAST OF THIRD PRINCIPAL MERIDIAN, LYING EAST OF CHICAGO AVENUE
(EXCEPT FIFTEEN AND ONE HALF (15 1/2) ACRES IN THE NORTH EAST CORNER) IN
COOK COUNTY, ILLINOIS.
PIN: 11-19-200-032-8001
Commonly Known As: 1229 Chicago Avenue, Evanston, Illinois 60202
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EXHIBIT B
PORTION OF LICENSED AREA AVAILABLE FOR
THIRD PARTY USE
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City Licensed Parking
Spaces (24)
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EXHIBIT C
WORK LETTER
LICENSED IMPROVEMENTS
This Exhibit is attached to and made a part of the Agreement dated as of _________, 2012, by
and between CITY OF EVANSTON (“Licensor”) and GENDELL/WNB, LLC (“Licensee”)
respecting a license at the parking lot located at 1229 Chicago Avenue, Evanston, Illinois.
All capitalized terms used herein and not specifically defined her ein shall have the meanings
ascribed thereto in the Agreement.
1. This Work Letter sets forth the obligations of Licensor and Licensee with respect to the
installation, construction and payment of costs of the Licensed Improvements identified
and depicted in Exhibit C-1 hereof, which Licensed Improvements consist generally of
__________________ “Trader Joe’s” (“Licensee Premises”). Licensee shall, at its sole
cost and expense, construct the Licensed Improvements shown on Exhibit C-1 [including
meters].
2. Licensor and Licensee acknowledge that all Licensed Improvements are and shall
constitute the sole property of Licensee, with Licensor having no interest therein. The
Licensed Improvements which are permanently affixed to the Licensed Area, will remain
the property of the Licensor.
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EXHIBIT C-1
DRAWING OF LICENSED IMPROVEMENTS
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