HomeMy WebLinkAboutRedevelopment Agreement for 909 Davis Streetc
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REDEVELOPMENT AGREEMENT
THIS REDEVELOPMENT AGREEMENT (hereinafter referred to as "Agreement"), Is
made and entered into as of the D c-l' /'_. 2000 (the "Effective Date") by and between the
CITY OF EVANSTON, Illinois, a home rule unit of local government located in Cook County.
Illinois (hereinafter referred to asthe "City'), and DAVIS CHURCH OFFICE DEVELOPMENT,
L.L.C., a Delaware limited liability company (hereinafter referred to as "Developer").
RECITALS
A. Pursuant to the terms of Redevelopment Plan entitled "Downtown II Redevelopment
Plan and Redevelopment Project" which was adopted on January 28, 1985, as ordinance t 52-0-84,
(hereinafter referred to as the "Redevelopment Plan"), the City designated a certain area within its
municipal limits for redevelopment and revitalization with the development of office and related
uses. The site proposed for the redevelopment and revitalization that is known as "Lot 1" and is the
subject of this Agreement (hereinafter referred to as "Development Parcel"), is legally described in
Exhibit 1 which is attached hereto and made a part hereof. The Development Parcel is a triangle
shaped parcel located south of Church Street, north of Davis Street and between the CTA and Metra
rapid transit lines.
B. The Development Parcel is intended to be the site of Developer's construction of an
office building (the "Building") containing approximately 200,000 square feet of rentable area,
including a retail component located therein and containing approximately 10,316 square feet along
the portion of the Building on Church Street and intended to be separately owned (the "Retail
Parcel"), with on -site subsurface parking spaces, as depicted on the Schematic Concept Plan attached
hereto as Exhibit 2 (the "Intended Use").
C. It is intended that the Retail Parcel is to be sold to AHC Evanston, LLC or its
affiliated successors and assigns ("ABC") pursuant to the Retail Sale Agreement (as hereinafter
defined).
D. On January 28, 1985, Ordinance No. 153-0-84 designating the Downtown II
Redevelopment Project Area was adopted. The Development Parcel is within said Area.
E. On January 28, 1985, Ordinance No. 154-0-84 adopting tax increment financing
("TIF") pursuant to the Tax Increment Allocation Redevelopment Act (65 ILCS 5-11-74.4-2 et seq.)
(hereinafter referred to as the "Act") was adopted.
F. The corporate authorities of the City, after due and careful consideration, have
concluded that the development of the Development Parcel as provided in this Agreement and in the
Redevelopment Plan will further the growth of the City, facilitate the redevelopment of the
Redevelopment Area, improve the environment of the City, increase the assessed valuation of the
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real estate situated within the City, increase the sales tax revenues realized by the City, foster
increased economic activity within the City, enable the City to control the development of the
Development Parcel and otherwise be in the best interests of the City.
G. The City, pursuant to the terms of this Agreement, agrees to provide assistance to the
Developer, and the Developer and City agree that but for the assistance from the City as provided
herein, Developer would not and could not proceed with the development of the Development Parcel
for the Intended Use.
H. The development of the Development Parcel pursuant to this Agreement, and the
fulfillment generally of this Agreement, are in the vital and best interests of the City and the health,
safety and welfare of its residents and taxpayers.
NOW, THEREFORE, in consideration of the premises set forth above, and the mutual
agreements hereinafter set forth below, it is hereby agreed by and between the parties hereto as
follows:
I . Incorporation of Recitals. The representations set forth in the foregoing recitals are
material to this Agreement and are hereby incorporated into and made a part of this Agreement as
though they were fully set forth in this Article 1.
2. Develooment Parcel. The City hereby agrees to sell to Developer and Developer
hereby agrees to purchase, the Development Parcel in accordance with the terms of this Agreement.
3. Develooment.
(a) Developer intends to develop the Development Parcel for the Intended Use.
The City will issue building permits and other permits and licenses required by the City, to
construct the Building for the Intended Use upon Developer's payment of such as fees are
required by the City or as otherwise provided herein.
(b) At consummation of the conveyance of the Development Parcel to the
Developer pursuant to this Agreement (the "Closing"), the City hereby agrees to enter into
a Parking Lease with the Developer (hereinafter referred to as the "Parking Lease")
substantially in the form of Exhibit 3 attached hereto whereby the City shall lease to the
Developer two (2) parking spaces for each 1,000 square feet of office space and five (5)
parking spaces for each one thousand (1,000) square feet of medical office space in the
Building in order to satisfy the zoning requirements for the Building (excluding the Retail
Parcel), net of any parking spaces provided at the Development Parcel.
(c) Developer shall be responsible forobtaining all necessary permits which may
be required to be obtained from any other local, federal or state or environmental protection
agency, the Metropolitan Water Reclamation District of Greater Chicago, or from any other
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agency which may have or exercise any jurisdiction of any type whatsoever which may affect
the Development Parcel ("Development Permits"). The City shall not oppose any such
application pending before another governmental body or agency and shall support
Developer's efforts, provided such application is consistent with all lawful requirements. The
City shall provide all proper assistance to Developer in securing such permits and shall
promptly issue all permits required to be issued by the City, and agrees to sign other permits,
documents or plats which require execution by the City, provided such permits, documents
or plats comply with all lawful requirements. The City shall be responsible for consolidating
any separate parcels which comprise the Development Parcel if, as of the Closing, said
parcels have not been consolidated and such consolidation shalt be a condition to the
Closing.
4. Citv's Post-Closine Performance Oblieations. No later than the Closing Date, the
City shall complete or cause to be completed the following obligations in a first-class workmanlike
manner: (a) the existing electric transformer that is located on the Development Parcel, as depicted
on the Survey, as hereinafter defined, shall be removed and replaced with a new electric transformer
to be located on the Development Parcel, or such other location, as is acceptable to the City,
Developer and Commonwealth Edison Company, and any Hazardous Substances (as hereinafter
defined) that may exist on the Development Parcel in the location of the existing electric transformer
as a result of the existence of said transformer, or arise as a result of the removal of said transformer,
shall be remediated at the City's sole expense in compliance with all applicable Hazardous
Substances Laws (as hereinafter defined); and (b) all overhead and underground electric, gas,
telephone, cable and any other utility poles and lines that are located on the Development Parcel
including, without limitation, the utility lines connecting to the existing electric transformer and all
utility poles and lines that are depicted on the Survey, shall be removed and replaced with new
underground lines to be located on the Development Parcel, or such other location, as is acceptable
to the City, Developer, Commonwealth Edison Company and any other utility company providing
service through such lines.
5. DueDilieence. Developer shall have until ninety (90) days after the date of execution
hereof, or such earlier date as may be designated by Developer upon ten (10) days' prior written
notice to City, to conduct its due diligence and determine the feasibility of the purchase of the
Development Parcel (the period commencing upon the date hereof and continuing through the date
that is ninety (90) days thereafter is hereinafter referred to as the "Due Diligence Period"). In the
event that the City has executed a license agreement allowing Developer to enter the Development
Parcel to commence testing prior to the date hereof, then the Due Diligence Period shall be deemed
to have commenced as of the date of execution by the City of such license agreement but shall
terminate on the date as provided in this Agreement.
During the Due Diligence Period, Developer, its agents and its testing contractors, shall have
the right to enter upon the Development Parcel for the purpose of performing such soil test borings,
inspections, subsurface tests, water tests, core drilling and such other investigations (including
comprehensive environmental investigations) as to the condition of the Development Parcel as it
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deems necessary. Developer shall give City reasonable prior notice of any entry onto the
Development Parcel. Developer shall be solely responsible for securing any and all permits required
for such work. After any such entry, Developer shall restore the Development Parcel to substantially
the same condition existing upon Developer's entry thereon. Developer agrees to save, defend, hold
harmless and indemnify City from and against all liabilities, losses, claims and expenses, including
reasonable attorneys (ees incurred by City by reason of the activities of Developer or Its agents or
contractors pursuant to this Paragraph 5 or otherwise under this Agreement. Any entry onto the
Development Parcel after the Due Diligence Period shall also be subject to this Paragraph 5. During
the Due Diligence Period and prior to the Closing, Developer may make inquiries regarding the
Development Parcel to third parties, including any municipal or governmental agencies. Developer
shall have the right to apply for and proceed with any and all developmental and municipal approvals
from the City, including without limitation, zoning variations and amendments, special use permits,
appearance review of the Building and any other approvals and permissions that Developer deems
necessary or desirable to proceed with the development of the Development Parcel for the Intended
Use, and the City shall sign any applications relating to any modifications to the P.U.D. (as
hereinafter defined) to allow the construction of the Building for the Intended Use as a co -applicant.
The City, promptly following the date of this Agreement, shall deliver to Developer copies of all
reports, studies, investigations and tests relative to the Development Parcel as are in the possession
of the City.
In the event that within the Due Diligence Period, Developer determines in its sole discretion
that the purchase and development of the Development Parcel for Developer's Intended Use is not
feasible, then upon written notice to City within such Due Diligence Period, Developer shall have
the right to terminate this Agreement by written notice to City on or before the expiration of the Due
Diligence Period and neither party shall have further liability or obligation to the other except for the
indemnity provisions of this Paragraph 5 and Paragraph 15 hereof. In the event Developer does not
so timely notify City of termination of this Agreement, Developer shall be deemed to have waived
the contingency set forth in this Paragraph 5. If Developer terminates this Agreement for any reason,
Developer will return to City any surveys, title commitments, test reports or other similar items
which City furnished to Developer or which Developer obtained in connection with this transaction,
except Developer shall not be required to furnish any materials having confidential or proprietary
information. The City acknowledges that City will have no right to rely on any such surveys,
commitments, reports or other similar items and that Developer will deliver all such reports to City
without representation, warranty or recourse of any kind.
6. Convevance of Development Parcel.
(a) The consummation of the conveyance of the Development Parcel by the City
to the Developer pursuant to this Agreement (hereinafter referred to as the "Closing") shall
occur upon five (5) business days written notice from Developer to the City, provided such
date shall be no later than thirty (30) days following the expiration of the Due Diligence
Period, and provided further that the conditions set forth in Paragraphs 9 and 10 have
occurred (or been waived in writing by the respective party entitled to waive same).
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(b) The purchase price (hereinafter referred to as the "Purchase Price") to be paid
by the Developer to the City for the Development Parcel shall be One Dollar (S 1.00).
(c) Closing shall be consummated through escrow with Chtcaoo Title and Trust
Company in accordance with the general provisions of the usual form of Deed and Money
Escrow Agreement then used by such company with such special provisions inserted as may
be required to conform with this Agreement, which Escrow Agreement may be executed by
the attorneys for the parties. Upon the creation of such an escrow, anything herein to the
contrary notwithstanding, delivery of title shall be made through the escrow, Developershall
be responsible for its due diligence costs and expenses, attorneys fees, recording fees, and
one-half of all escrow charges. City shall be responsible for all charges to issue the title
insurance policy as required under this Agreement, including any search fees and
endorsement charges (provided, however, that the Developer shall pay the cost of title
premiums relative to the amount of title insurance, as required by the Developer), survey
costs, one-half of the escrow charges and any state, county and municipal transfer taxes and
fees. At Closing, any costs that Developer incurs for survey costs that should otherwise be
payable by the City as provided herein shall be reimbursed by the City promptly upon
Developer's request, based upon proper invoices and documentation.
(d) Title to the Development Parcel shall be subject to the following restrictive
covenants or deed restrictions (hereinafter referred to as the "Restrictive Covenants") which
shall run with the land:
1. No research shall be conducted on the Development Parcel directly
or solely for the production, storage or processing of munitions or their unique
components.
2. Without the prior express written consent of the City, the
Development Parcel, or any portion thereof, may not be sold, conveyed, leased or
otherwise disposed of if the result thereof would be to exempt the Development
Parcel, or such portion thereof, to the payment of general real estate taxes. From and
after the Closing, the duty to pay all real estate taxes and assessments relating to the
Development Parcel when due shall be binding upon Developer and any subsequent
owner (including, without limitation, any entity that is exempt from the payment of
taxation) of any portion of the Development Parcel, including the Retail Parcel, and
upon transfer, the transferor shall be released from its obligations as to any
subsequently accruing taxes.
3. Prior to December 31, 2008, there shall be no hotel on the
Development Parcel.
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(e) The City shall convey title to the Development Parcel to Developer by special
warranty deed, subject to (i) general real estate taxes not yet due and payable, (ii) acts and
deeds of Developer. (iii) the matters set forth in Exhibit 4 attached hereto, and (iv) such other
exceptions to title -which are reasonably acceptable to Developer and which are approved by
Developer pursuant to Paragraph 17 below (collectively, the "Permitted Exceptions").
(0 The City, at its cost, shall cause to be prepared and filed a Plat of
Resubdivision consolidating the parcels that comprise the Development Parcel prior to the
Closing hereunder.
7. Insurance. Prior to conducting tests upon the Development Parcel, the Developer
shall furnish or cause to be furnished to the City duplicate originals or appropriate certificates of
comprehensive bodily injury and property damage liability insurance policies in the amount of at
least One Million Dollars ($1,000,000.00) for any person, Five Million Dollars ($5,000,000.00) for
any occurrence and Five Hundred Thousand Dollars ($500,000.00) for property damage, and shall
include the City, its officers, agents and employees as additional insureds in all such policies. All
such policies shall also provide for at least ten (10) days' notice to the City of the cancellation or
termination of such policies. Such insurance shall be maintained in force by the Developer until the
Closing.
During the term of any bonds sold by the City to finance the construction of the Maple Street
Garage, but ending no later than December 31, 2008, the owner of the Development Parcel shall
carry and maintain, or cause to be carried and maintained, and the successor owners shall carry and
maintain or shall cause to be carried and maintained property insurance covering the Development
Parcel against physical loss or damage, including fire and extended coverage, vandalism, malicious
mischief, collapse, boiler and sprinkler leakage, with such exceptions as are ordinarily required by
insurers of structures or facilities of similar type, in an amount not less than one hundred percent
(100%) of the replacement value thereof. Developer, its agents, representatives, successors, assigns
and transferees. agree that, unless prohibited by the holder of mortgage or deed of trust encumbering
the Development Parcel, the proceeds from such insurance shall be used and shall be applied for the
purpose of repair, replacement or reconstruction of the damaged or destroyed portion of the
Development Parcel.
8. Disclaimer of Warranties:"ASIS"Convevance. Except for the obligations of the
City herein contained, the Development Parcel shall be conveyed and accepted in an "as is"
condition. It shall be the sole responsibility of the Developer, at the Developer's expense, to
investigate and determine the soil, geotechnic, engineering, environmental and feasibility conditions
to accommodate the construction of the Building for the Intended Use by the Developer. If the soil
or any other condition is not in all respects entirely suitable for the use or uses to which the
Development Parcel is to be put, then it shall be the sole responsibility and obligation of the
Developer to do such things as may be necessary to modify and improve such condition of the
Development Parcel so as to make the same entirely suitable in order to accommodate and sustain
the development of the Building for the Intended Use. Upon Closing, Developer hereby releases,
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waives and covenants not to sue the City for any claim, loss, damage or cause of action arising out
of or pursuant to any Hazardous Substance Lana (as defined herein) with respect to the Development
Parcel; provided, however, the foregoing release, waiver and covenant not to sue of Developer shall
not extend to any claims by third parties (including, without limitation, governmental entities) arising
out of or attributable to any acts or omissions by the City or attributable to the period of the City s
ownership of the Development Parcel or any part thereof, or to any period of time prior to the
Closing.
9. Conditions to Developer's Obligation to Close.
(a) Developer shall not be obligated to proceed with the Closing unless and until
each of the following conditions has been either fulfilled or waived in writing by Developer:
1. This Agreement shall not have been previously terminated pursuant
to any other provision hereof or thereof; and
2. City shall be prepared to deliver to Developer all instruments and
documents to be delivered to Developer at the Closing pursuant to Paragraph I 1 or
any other provision of this Agreement; and
3. Developer and the City shall have entered into the Parking Lease; and
4. Developer shall have obtained any and all Development Permits and
all other development approvals (including, without limitation, submission and
appearance reviews) from the City as required to construct the Building for the
Intended Use; and
5. The Developer and the City shall have entered into an agreement
granting various easement rights and setting forth the parties' respective obligations
with respect to the development of, and responsibility for ownership and maintenance
of, the improvements to be constructed upon that portion of the Development Parcel
located outside the proposed footprint of the Building, including but not limited to,
easements for the public use and access of the circular driveway, and the plaza
sidewalks, ramps, and walkways for access to the CTA and Metra (as such terms are
hereinafter defined) transit stations, with appropriate indemnification in favor of
Developer and its successors and assigns relating to such public use and access. The
City shall cooperate and assist Developer in all reasonable respects in negotiating any
agreements with, or obtaining any approvals from, the Chicago Transit Authority (the
"CTA"), the Commuter Rail Division of the Regional Transportation Authority (the
"Metra") or any other governmental or regulatory entity that may be necessary to
construct the Building and operate and use the Development Parcel for the Intended
Use, which agreements shall also be conditions of Developer's obligation to close
hereunder; and
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6. Developer shall have entered into appropriate agreements with Nletra
with respect to the proposed handicapped ramp to be constructed and adjacent to the
existing lvfetra ten (10) feet easement on the Development Parcel in the approximate
location as shown on the Schematic Concept Plan attached hereto as Exhibit 2; and
7. In consideration of the expenditure, by the Developer, of funds for
Tax Increment Financing ("TIF") eligible costs of the type and in the amount set forth
on Exhibit 5 (the "TIF Eligible Costs"), the City shall have delivered to Developer
its promissory note (the "Note") in the amount of One Million Five Hundred Forty -
Eight Thousand Seven Hundred Fifteen Dollars ($1,548,715.00), providing for the
following terms of payment: (a) Five Hundred Forty -Eight Thousand Seven Hundred
Fifteen Dollars ($548,715), payable, without interest, upon the date of substantial
completion of the shell and core of the Building, including the Retail Parcel, as
certified by Developer's architect, the form and substance of such certificate to be
reasonably acceptable to the City ("Substantial Completion"); and (b) the balance of
One Million Dollars ($1,000,000) payable in three (3) equal annual installments, on
each anniversary of the date of Substantial Completion (commencing with the first
installment payable on the first anniversaryof the date of Substantial Completion, the
second installment payable on the second anniversary of the date of Substantial
Completion and the last installment payable on the third anniversary of the date of
Substantial Completion), together with interest or other payments in an aggregate
amount sufficient to reimburse Developer for any costs actually incurred by
Developer as a result of the deferral of payment of such amount, such interest and
other payments accruing from the date of Substantial Completion. The City shall be
entitled to a credit against the outstanding principal amount of the Note in the amount
of any rental payments actually received by Developer above pro -forma rental
projections (as attached hereto as Exhibit 6) for the rentable area in the Building
subject to the three (3) year option of Houghton Mifflin Company, the proposed
major tenant for the Intended Use under its lease with Developer ("Major Tenant
Lease") after reimbursement by Developer to said tenant of any excess operating
expenses paid by the tenant under the Major Tenant Lease. The Note shall be in form
and substance satisfactory to Developer; and
8. There shall be no "material adverse change" (as hereinafter defined)
in the condition of the Development Parcel not caused by Developer between the
expiration of the Due Diligence Period and the Closing Date. For purposes hereof,
"material adverse change" means (a) a violation of any environmental laws or
regulations or the presence of any hazardous material or regulated substance
occurring on or about the Development Parcel that, if not remediated, would have a
materially adverse affect on the development of the Development Parcel for its
Intended Use, or (b) impairment of access to the Development Parcel in any material
respect, or (c) any moratorium is in place or enacted or threatened with respect to the
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issuance of building permits or utility tap-ons which would restrict or prevent
Developer from starting and continuing development of the Development Parcel for
its Intended Use after the Closing Date; and
9. Execution by Developer and AHC of an agreement for the sale of the
Retail Parcel (the "Retail Sale Agreement") for a purchase price and other payments
in the aggregate amount of One Million Three Hundred Forty -Nine Thousand Seven
Hundred Eighty -Six Dollars ($1,349,786) upon terms and conditions that are
satisfactory to Developer in its sole discretion, which agreement shall include,
without limitation, a waiver by AHC of any rights with respect to the acquisition and
development of any other portion of the Development Parcel, and agreement on the
terms of various covenants, conditions, restrictions and easements relating to the
ownership and operation of the Retail Parcel and the Building on the Development
Parcel. The City shall enter into a separate parking lease with AHC to provide any
required parking spaces for the Retail Parcel. In addition, the City shall agree to
process for approval an amendment to the Plat of Consolidation or a resubdivision
of the Retail Parcel creating a separate subdivided parcel or lot for the Retail Parcel;
and
10. The City's agreement to execute a release of the Retail Parcel from the
terms of this Agreement, which release shall either be contained in the deed
conveying title to the Retail Parcel to AHC (as an acknowledgment and agreement
from the City to such effect) or in separate documentation between the City and
AHC; and
11. The Developer shall have obtained all required off -site easements or
rights for utilities, ingress, easement and access to the Development Parcel to enable
Developer to construct, use and operate the Intended Use thereon; and
12. The issuance by the Title Insurer on the Closing Date, upon the sole
condition of the payment of the premium, of the Title Policy; and
13. The existing. Planned Unit Development Ordinance covering the
Development Parcel (the "P.U.D.") shall be modified and amended so as to permit
the construction and subsequent use and operation of the Building (including medical
office suites in the Building and retail use of the Retail Parcel); and
14. The Developer shall have entered into the Major Tenant Lease on
terms and conditions acceptable to Developer in its sole discretion; and
15. The Developer shall have obtained a commitment for financing that
is sufficient, along with other funds or equity provided to the Developer, for the
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development of the Development Parcel for the Intended Use on terms and
conditions acceptable to the Developer in its sole discretion; and
16: City's representations and warranties contained herein shall be true
and correct in all material respects as of the date of this Agreement and the Closing
Date; and
17. The City shall have performed all of the obligations and agreements
that are required of the City to be performed as of the Closing Date; and
18. The City shall demolish or cause to be demolished all structures on
the Development Parcel and their underlying foundations and remove or cause to be
removed all debris resulting therefrom.
(b) In the event that any of the foregoing conditions or any other conditions set
forth in this Agreement to Developer's obligation to close shall not have been fulfilled or
waived in writing by Developer on or before the time for the Closing hereunder, then subject
to the provisions of Paragraph 21 and 28 hereof, Developer may elect, upon notice to City,
to terminate this Agreement, in which event neither party shall have any further liability or
obligation to the other except for the indemnity provisions of Paragraphs 5 and 15 hereof,
or elect to waive the satisfaction of any such condition at Closing and proceed to the Closing
in accordance with the provisions hereof and consummate this transaction, provided that any
such waiver by Developer shall not relieve the City from the performance of any of its
obligations which were to be performed prior to the Closing but for the agreement of
Developer to close.
10. Conditions to Citv's Obligation to Close.
(a) City shall not be obligated to proceed with the Closing unless and until each
of the following conditions has been fulfilled or waived in writing by City:
The Developer shall have entered into the Major Tenant Lease; and
2. Developer's representations and warranties contained herein shall be
true and correct in all material respects as of the date of this Agreement and the
Closing Date.
(b) In the event that any of the foregoing conditions shall not have been fulfilled
or waived in writing by the City on or before the time for the Closing hereunder, then subject
to the provisions of Paragraph 21 and 28 hereof, City may elect, upon notice to Developer,
to terminate this Agreement, in which event neither party shall have any further liability or
obligation to the other except for the indemnity provisions of Paragraphs 5 and 15 hereof.
CMDOCS221048,3110827.3 1082000 3 59 PM 10
l 1. Documents to be Delivered to Developer at the Closing. At the Closing, City shall
deliver or cause to be delivered to Developer each of the following instruments, documents and
items:
(a) A special warranty deed covering the Development Parcel, subject to the
Permitted Exceptions (the "Deed");
(b) The Title Policy;
(c) The recorded Plat of Resubdivision of the Development Parcel;
(d) A General Quitclaim Assignment in the form attached hereto as Exhibit 7,
transferring and assigning to Developer, to the extent the same are issued and assignable, all
right, title and interest of City (i) in any and all existing licenses and permits relating to the
occupation and operation of the Development Parcel; and (ii) in each and every now existing
and outstanding bond, warranty and guarantee relating to the Development Parcel, if any;
(e) Original copies of any required real estate transfer tax declarations executed
by City or any other similar documentation required to evidence that the transfer of the
Development Parcel to Developer is exempt from the payment of any tax imposed by the
state, county and city on the transaction contemplated hereby;
(f) An Affidavit that the Development Parcel is not "real property" under the
Responsible Property Transfer Act of 1988 (765 ILCS 90/1 et Seq.)
(g) An ALTA Statement, GAP Undertaking and any affidavits, undertakings or
other title clearance document as may be required by the Title Company in order to delete
any exceptions to title against the Development Parcel that are not Permitted Exceptions and
to issue the Title Policy as required herein;
(h) The amounts that the Title Company requires be paid or otherwise deposited
into escrow to cover any and all delinquent and back taxes shown against the Development
Parcel so that the Title Company can issue the Title Policy in the form required hereunder;
(i) A counterpart of the Closing Statement executed by the City;
0) A counterpart of the Parking Lease executed by the City;
(k) Any documents or agreements required to give effect to the agreements of
City and Developer pursuant to Paragraph 9(a)(5) above;
(1) The Note;
CHIDOCS22104813110827 13 101 2000 3 59 PM I I
(m) A resolution from the City evidencing the authority of the City to perform its
obligations and agreements under this Agreement; and
(n) Such other documents and instruments as may be required by any other
provision of this Agreement or as may reasonably be required to carry out the terms and
intent of this Agreement.
12. Documents to be Delivered to Citv at Closing. At Closing, Developer shall deliver
or cause to be delivered to City each of the following instruments, documents and amounts:
(a) The Purchase Price pursuant to Paragraph 6(b) hereof;
(b) Original copies of any required real estate transfer tax declarations executed
by Developer or any other similar documentation required to evidence that the transfer of the
Development Parcel to Developer is exempt from the payment of any tax imposed by the
state, county and city on the transaction contemplated hereby;
(c) A counterpart of the Parking Lease executed by the Developer;
(d) Any documents or agreements required to give effect to the agreements of
City and Developer pursuant to Paragraph 9(a)(5) above;
(e) A copy of the fully executed Retail Sale Agreement;
(f) Such other documents and instruments as may be required by any other
provision of this Agreement or as may reasonably be required to carry out the terms and
intent of this Agreement; and
(g) A counterpart of the Closing Statement executed by the Developer.
13. Notices. All notices herein required shall be in writing and shall be served on the
parties, either personally delivered, sent via facsimile, sent via certified or registered mail, return
receipt requested, or sent via expedited overnight courier, at the following addresses:
If to the City: City of Evanston
Attention: City Manager
Civic Center
2100 Ridge Avenue
Evanston, Illinois 60201-2796
Facsimile: (847) 448-8083
cwoocs2,21048131 I0827A10/3n0003-59eaf 12
With a copy to: Burke and Ryan
Attention: William E. Ryan, Esq.
33 North Dearborn Street
Suite 402
Chicago, Illinois 60602
Facsimile: (312) 236-2556
If to the Developer:
with a copy to:
Mr. Michael Szkatulski
c/o Mesirow Stein Real Estate, Inc.
350 North Clark Street
Chicago, Illinois 60610
Facsimile: (312) 595-7830
Piper Marbury Rudnick & Wolfe
Attn: Robert H. Goldman, Esq.
203 North LaSalle Street
Suite 1800
Chicago, Illinois 60601
Facsimile: (312) 630-7358
Any notice shall be deemed given and effective (a) if personally delivered, or the first to
occur of the date of actual receipt or refusal of delivery by any person at the intentional address, (b)
if by facsimile, upon confirmation of transmission (provided that within one (1) business day of such
confirmed transmission, a duplicate copy of such notice is given by any of the other methods
specified hereunder); (c) if by overnight courier, on the first business day after being delivered to a
recognized overnight courier; or (d) if by mail, on the third (3rd) business day after deposited in the
United States mail, certified or registered mail, return receipt requested party signed. Either party
may, by notice, change the addresses set forth above.
14. Progress Reports. The Developer agrees to make brief, written monthly progress
reports informing the City of all matters and of all studies made by the Developer relating to the
development of the Development Parcel as well as meeting the requirements of participation of
minority, women and Evanston business enterprises as set forth in applicable law. The parties agree
to meet informally if required.
15. Broker's Commission. The Developer and the City both represent to the other that
they have not employed the services of any real estate broker or salesperson in connection with this
Agreement or the Developer's acquisition of the Development Parcel. Developer agrees to
indemnify, defend and hold harmless the City, its officers and employees from any and all claims
for any real estate broker commissions or brokerage fees as a consequence of any action of the
Developer in connection with this Agreement. City agrees to indemnify, defend and hold harmless
the Developer. its officers and emplovees from anv and all claims for anv real estate broker
CHIDOCS212104813110827.1310/3R0003:59 PM 13
commissions or brokerage fees as a consequence of any action of the City in connection with this
Agreement.
16. Proration. Except as set forth in this Paragraph 16, there shall be no prorations or
adjustments. The City shall pay all real estate taxes and assessments which are due and payable for
the period of time prior to the Closing Date, including all back taxes or unpaid delinquent taxes.
t7. Title Insurance/Survey.
(a) Title Commitment. Developer acknowledges that it has received a
Commitment for Title Insurance for issuance of an ALTA owner's policy of title insurance
covering the Development Parcel, effective date August 4, 2000, title order number 1401
007752491(the "Title Commitment") issued by Chicago Title Insurance Company (the "Title
Company") and naming Developer as the proposed insured, a copy of which is attached
hereto as Exhibit 8. The Title Company, at the City's expense, shall revise the Title
Commitment to add the leasehold estate of the Parking Structure pursuant to the Parking
Lease as an insured parcel, with title to the Parking Structure vested in the City.
(b) Survey. Developer has received an ALTA survey (as the same may be
revised, the "Survey") of the Development Parcel prepared by Manhard Consulting, Ltd.
dated September 29, 2000, Job Number 2514, and Developer acknowledges that all matters
shown on the Survey are acceptable to Developer, subject to satisfaction of the City's
obligations pursuant to Paragraph 4 hereof (including, without limitation, the relocation of
the easement granted to Northern Illinois Gas Company under the document recorded May
31, 1960 as Document No. 17868216, if required pursuant to Paragraph 4 hereof).
(c) Unpermitted Exceptions. Each party hereto shall promptly notify the other
party hereto in writing if it becomes award of any exceptions to title that arise from and after
the Effective Date that are not Permitted Exceptions ("Unpermitted Exceptions"). If there
are anyUnpermitted Exceptions, Developer shall notify the City in writing within the earlier
to occur of (a) five (5) business days after Developer's receipt of the City's notice of the
existence of an Unpermitted Exception, or (b) five (5) business days after Developer
becomes aware of the existence of an Unpermitted Exception, and the City shall have five
(5) business days (the "Cure Period") from receipt of Developer's objection notice to advise
Developer whether the City will undertake to cure Developer's objections by removal or
having the Title Company commit to insure over same in a manner which is acceptable to
Developer. If the City does not (i) agree to cure Developer's objections or cause the Title
Company to insure over any such objections within the Cure Period, or (ii) covenant to
Developer that the City will cure the Developer's objections or cause the Title Company to
insure over any such objections prior to Closing, Developer shall elect, by written notice to
be delivered to the City within five (5) business days after receipt of City's notice of its
election not to cure, either to (A) terminate this Agreement, and the parties shall have no
further rights or obligations hereunder, except for those which expressly survive any such
cwoocs212104&3110827.13IN320003:59P111 14
termination, or (B) waive its objections hereunder and proceed with the transaction pursuant
to the remaining terms and conditions of this Agreement, in which case such waived title
objections shall be deemed to be Permitted Exceptions. If the City fails to notify Developer
in writing by the expiration of the Cure Period as to whether the City will cure or cause to
be cured any of Developer's objections, the City shall be deemed to have elected not to cure
or cause to be cured such objection, and Developer may exercise the option set forth in
clause (A) or (B) above. Developer shall have the right at any time to waive any objections
that it may have made and, thereby, to preserve this Agreement in full force and effect. If
the City cannot or fails to cure or satisfy any such objection which the City has agreed to cure
(or any objection which the City has previously undertaken to cure or satisfy) by the Closing,
Developer may exercise on or before the Closing the option set forth in clause (A) or (B)
above. The Closing Date shall be automatically extended to allow all time periods in this
Paragraph to run fully. Notwithstanding anything herein to the contrary, the City shall
remove or cause to be removed any liens or encumbrances of a definite or ascertainable
amount against the Development Parcel and shall terminate all leases or tenancies affecting
the Development Parcel as of the Closing and the Developer shall have the right to deduct
from the Purchase Price an amount necessary to discharge and to obtain affirmative title
insurance against loss with respect to any liens, encumbrances or leases.
(d) Title Poliev. The title insurance policy to be issued pursuant to the Title
Commitment at the Closing (hereinafter referred to as the "Title Policy") shall insure
Developer's fee title to the Development Parcel and the leasehold title to the Parking
Structure as an insured parcel, in the amount requested by Purchaser dated as of the date of
Closing, with title being subject only to the Permitted Exceptions. The Title Policy will
provide full extended coverage insurance which shall result in the deletion of the following
general exceptions: (i) liens for labor or materials, whether or not of record: (ii) parties in
possession; (iii) unrecorded easements; (iv) taxes or special assessments not shown by the
public records; and (v) exceptions which a correct survey would disclose. The Title Policy
shall contain the following affirmative endorsements and such other endorsements as are
reasonably requested by Developer:
1. an endorsement insuring Developer that there are no violations of any
restrictive covenants, conditions or restrictions affecting the Development Parcel or
any encroachments onto the Development Parcel of existing improvements located
on adjoining property;
2. an endorsement insuring Developer that the CCRs (as hereinafter
defined) and the option to purchase granted under the Development Agreement
disclosed by that certain Memorandum of Development and Purchase Option
Agreement made between Research Park, Inc., Charles H. Shaw/Evanston Associates
and Topcorp Inc. dated November 17, 1987 and recorded March 17, 1988 as
Document Number 88112264 will not be raised as exceptions to title in the Title
Policy or in any owner's or loan policy issued subsequent to the Title Policy;
CHIDOCSL21048'511082" 13 101312000 3-59 PM 15
3. an access endorsement insuring that Church Avenue and Davis Street
are public streets and that there is direct and unencumbered access to the same from
the Development Parcel;
4. a survey endorsement insuring that all the property insured is legally
described on the Survey, as hereinafter defined and that there are no encroachments
of improvements from adjoining land onto the Development Parcel or any part
thereof;
S. a zoning endorsement insuring that the Development Parcel is zoned
for the Intended Use pursuant to a modification to the P.U.D. as provided herein;
6. a contiguity endorsement insuring that all parcels comprising the
Development Parcel are contiguous, and that all parcels comprising the Development
Parcel are contiguous;
7. an endorsement insuring that no instrument, covenant or conditior
affecting the Development Parcel provides for a private assessment or charge; and
8. an endorsement insuring that all of the Development Parcel is covered
by one (1) or more permanent index numbers which do not cover other property other
than the Development Parcel.
18. Possession of Sale. Upon the conveyance of the Development Parcel to the
Developer, the City shall deliver actual physical possession of the Development Parcel to the
Developer free and clear of any tenancies or occupancies of any kind whatsoever.
19. Memorandum. Neither party shall record this Agreement, but each party agrees to
execute and to deliver to the other party when this Agreement is executed and delivered, multiple
copies of a Memorandum in substantially the form attached hereto as Exhibit 9 and by this reference
incorporated herein. Either party, at its sole expense, may record the Memorandum in the Offices
of the Recorder of Deeds of Cook County, Illinois.
20. Leaal Conformity. The Developer shall carry out the construction of the Building
for the Intended Use in conformity with all applicable laws and ordinances, including all applicable
federal and state standards. The laws of the State of Illinois shall govern the interpretation and
enforcement of this Agreement.
21. Permitted Delays. Performance by either party hereunder shall not be deemed to be
in default where delays or defaults (all of the following shall be referred collectively as "Permitted
Delays") are due to war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties,
acts of God, epidemics, quarantine restrictions, freight embargoes, lack of transportation,
CMDOCS2Q104813110827. 13 10/3/2000 3s9 PSI 16
governmental restrictions, environmental conditions on the Development Parcel, unusually severe
weather, inability to obtain labor, materials or tools, acts or failures to act of the other party, acts or
failure to act of any public or govemmental agency or entity (except that the acts of or failure to act
of the City shall not excuse performance by the City) and, subject to the approval of the other party,
which shall not be unreasonably withheld, conditioned or delayed, other similar events clearly not
within the control of the party claiming the extensions. Financial market risks are explicitly
excluded from the definition of Permitted Delays. An extension of time for any such cause shall be
permitted provided that written notice thereof (which notice shall contain an estimate of the length
of the delay) is sent by the party claiming the extension to the other party within thirty (30) days of
the commencement of the cause. The period of delay shall commence upon commencement of the
cause and shall end upon termination of the cause. In the event that said notice is not sent within
thirty (30) days, the period of delay will commence upon the receipt of said notice and shall end
upon the termination of the cause. Such notice maybe included in the Developer's monthly progress
reports described in Paragraph 14 hereof.
22. Pavment of Real Estate Taxes.
(a) After conveyance of the Development Parcel to Developer, during the term
of any bonds sold by the City to finance construction of the Parking Structure but ending no
later than December 31, 2008, the Developer or its successors and assigns shall pay when
due, all real estate taxes and assessments assessed and levied against the Development
Parcel. Developer shall remove or have removed any tax levy or attachment made on the
Development Parcel or assure the satisfaction thereof within a reasonable time, but in any
event prior to a tax sale thereunder. Nothing herein contained shall be deemed to prohibit
Developer from contesting the validity or amount of any tax assessment (provided such
contest is undertaken pursuant to applicable law), encumbrance or lien, nor to limit the
remedies available to Developer in respect thereto. The duty herein to pay all real estate
taxes and assessments when due shall be binding upon any owner of any portion of the
Development Parcel, and upon any transfer, the transferor shall be released from its
obligation as to subsequently accruing taxes.
(b) If, during the term of any bonds sold by the City to finance the construction
of the Parking Structure, prior to December 31, 2008, the State of Illinois should terminate
or reduce the amount of money received by the City as its share of Real Property Tax or
Sales Tax, the parties hereto agree that the City may enact or adopt an ordinance under its
Home Rule Powers effective through December 31, 2008, providing for a replacement tax
in the amount so eliminated or reduced by the State of Illinois. Said ordinance shall contain
the same terms as to the amount and manner of receipt of said moneys as were so eliminated.
(c) The City shall be responsible for the payment of all back -taxes or unpaid
delinquent taxes relating to years prior to and during the City's ownership of the Developer
Parcel.
CHID0052,2104&3110827.1310/320003.59 P,N 17
23. Uniform Vendor and DevelODer Risk Act. The Uniform Vendor and Developer
Risk Act as enacted by the State of Illinois shall apply to this transaction.
24. Certificate of Occupancv. Promptly after completion of construction of the shell
and core of the Building for the Intended Use and any completion of construction of individual
spaces therein, respectively, in accordance with all applicable law and ordinances, the City shall
furnish the Developer with a Certificate of Occupancy or functional equivalent thereof for same upon
written request thereforby the Developeror such other entity responsible for construction orseeking
occupancy thereof. After issuance of such Certificate of Occupancy (or functional equivalent
thereof), any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest
in the Development Parcel covered by such Certificate of Occupancy shall not (because of such
ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement,
except that such party shall be bound by any covenants contained in the Deed or other instrument
of transfer in accordance with the provisions of this Agreement, and shall be required to pay real
estate taxes and other applicable special assessments and local obligations pursuant to Paragraph 22
hereof. It is further expressly understood by the parties hereto that the City will issue a Certificate
of Occupancy (or the functional equivalent thereof) to occupy the Retail Parcel for the Intended Use
upon substantial completion of the shell and core of the Retail Parcel to enable the owner thereof to
commence tenant improvements and finish work for retail tenants and will also issue such
Certificates of Occupancy (or functional equivalents thereof) for the individual retail spaces in the
Retail Parcel in accordance with its ordinances and regulations.
25. Representations and Warranties of City. To induce Developer to execute, deliver
and perform this Agreement, City hereby represents and warrants to Developer as follows:
(a) Bindine Oblieations. This Agreement and all other documents executed and
delivered by City in connection with the transaction contemplated herein have been duly
executed and delivered and constitute the legal, valid and binding obligations of City
enforceable in accordance with their respective terms, subject, however, to general principles
of equity and to the effect of any bankruptcy, reorganization, moratorium, insolvency or other
laws affecting the rights of creditors generally.
(b) No Default. The consummation of the transactions contemplated by this
Agreement will not violate any provisions of the governing documents of City or constitute
a default or result in the breach of any term or provision of any contract or agreement to
which City is a party or by which it is bound.
(c) Authority. The individuals signing this Agreement and all other documents
executed or to be executed pursuant hereto on behalf of the City are and shall be duly
authorized to sign the same on City's behalf and to bind the City hereto and thereto. The City
has taken all actions, municipal, corporate or otherwise, adopted all resolutions and
ordinances and obtained all approvals of all bodies required to approve and authorize the
execution and performance by the City of this Agreement and all documents to be executed
CMDOCSb21048g11082713 10/32000359 PM 18
by the City pursuant hereto and City wiII deliver to Developer upon request evidence ofsuch
authority.
(d) No Claims. There are no claims, litigation, investigation or other proceedings
pending or threatened against City contesting the power or the authority of the City or its
officers with respect to the ownership, use, development, improvement or operation of the
Development Parcel or any part thereof or the development of the Development Parcel may
not have been used before for the Intended Use.
(e) NUERP. None of Northwestern University Evanston Research Park, Inc.
("NUERP"), Topcorp, Inc., Charles H. Shaw/Evanston Associates or any other party (the
"CCR Parties") to that certain Declaration of Covenants, Conditions, Restrictions and
Easements for Northwestern University/Evanston Research Park dated March 24, 1988, and
recorded March 24, 1988 as Document Number 88122453 (the "CCRs") has any rights in
and to the Development Parcel to be sold to Developer hereunder. No approvals ofNUERP
or any of the CCR Parties not already obtained are required for the execution by the City of
this Agreement and performance of City's or Developer's obligations hereunder or the
construction of the Building for the Intended Use.
(0 NoLideation. City has not received any notice of any pending or threatened
violation, action or proceeding by any organization, person, individual or governmental
agency (collectively, a "Person") against City or with respect to the Development Parcel, the
development of the Development Parcel for the Intended Use, or this Agreement.
(g) No Riehts to Purchase. No Person, other than Developer, has any right,
agreement, commitment, option, right of first refusal or any other agreement, whether oral
or written, with respect to the purchase, assignment or transfer of all or any portion of the
Development Parcel.
(h) No Condemnation. There is no pending or contemplated condemnation,
expropriation, eminent domain, change in grade of public street or similar proceeding in the
nature of and taking affect on all or any portion of the Development Parcel, City has received
no written notice of the same, and City has no knowledge that any such proceeding is
contemplated.
(i) Covenants. Conditions. Restrictions or Easements. To City's knowledge,
there is no default or breach by any other party to any covenants, conditions, restrictions or
easements which may affect the Development Parcel or any portion orportions thereof which
are to be performed or complied with by the owner of the Development Parcel and to City's
knowledge, no condition or circumstance exists which, with the giving of notice or the
passage of time, or both, would constitute a default or breach by City or any other party
thereto, under any such covenants, conditions, restrictions, rights -of -way or easements with
respect to the Development Parcel.
CHID0052210481711082/.18 IO11P000 3 59 PM 19
0) No New Encumbrances. From and after the date of this Agreement until the
date and time of the Closing, City shall not convey, lease or encumber any portion of the
Development Parcel or any rights therein.
(k) Environmental. The following definitions shall apply to this Agreement:
Hazardous Substances. Any and all hazardous, extremely hazardous, or toxic
substances or wastes or constituents as those terms are defined by any applicable
Hazardous Substance Law (including, without limitation, CERCLA and RCRA, as
defined below) and petroleum, petroleum products, asbestos or any asbestos -
containing materials, the group of organic compounds known as polychlorinated
biphenyls (PCBs), flammables, explosives, radioactive materials, and chemicals
known to cause cancer or reproductive toxicity or other health hazards.
Hazardous Substance Law. Any and all federal, state or local laws, rules, regulations,
ordinances, agency or judicial orders and decrees, and agency agreements now and
hereafter enacted or promulgated or otherwise in effect, relating to the protection of
the environment, including, without limitation, the Resource Conservation and
Recovery Act of 1976 ("RCRA"), 42 U.S.C. §§6901, et seq., the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42
U.S.C. §§9601, et seq., as amended by the Superfund Amendments and
Reauthorization Act of 1986 (`SARA"), the Hazardous Materials Transportation Act,
49 U.S.C. §§6901, et seq., the Federal Water Pollution Control Act, 33 U.S.C.
§§ 1251, et seq., the Clean Air Act, 42 U.S.C. §§7401, et seq., the Toxic Substances
Control Act, 15 U.S.C. §§2601, et seq., and the Safe Drinking Water Act, 42 U.S.C.
§§300f, et seq., and all amendments, regulations, orders and decrees promulgated
thereunder or pursuant thereto.
(i) To the best knowledge of City, there are no Hazardous
Substances in violation of any Hazardous Substance Law on the
Development Parcel or any existing violations of any Hazardous Substance
Law on the Development Parcel;
(ii) City has received no written notice of any violation or alleged
violation of any Hazardous Substance Law relating to the Development
Parcel; and
(iii) There are no underground storage tanks located on the
Development Parcel and the Development Parcel does not constitute "real
property" as defined by the Illinois Responsible Property Transfer Act of
1988 (765 ILCS 90/1 et sec..) ("IRPTA") .
CMDOCSNIOiM 10827131012000359 PM 20
(1) Survivine Aereements. There are no leases, service agreements, property
management agreements or other agreements affecting the Development Parcel which will
survive the Closing.
(m) Utilities. All utilities (including, without limitation, water, sewer, gas, electric
and telephone) are installed to the boundary of the Development Parcel and there are no
agreements requiring any out -of -the -ordinary payments for connection to such utilities. The
electric transformer and all overhead or underground utility tines running therefrom, if any,
shall be relocated off the Development Parcel in accordance with the provisions of
Paragraph 4 hereof.
(n) Disclosure. During the Due Diligence Period, City delivered to Developer
true, correct and complete copies of all environmental and soil test reports in City's
possession or control that relate to the Development Parcel or any other portion of the
Development Parcel.
(o) Real Estate Taxes and Assessments. During the period of the City's
ownership of the Development Parcel, the Development Parcel has been exempt from
general and special real estate taxes and assessments and there are no general and/or special
real estate taxes unpaid for any period prior to City ownership thereof. City shall be
responsible for paying any back -taxes or unpaid delinquent taxes affecting the Development
Parcel through the Closing or shall provide any indemnifications or undertakings that the
Title Company may require to eliminate any such taxes from the Title Policy.
26. Representations and Warranties of Developer. To induce City to execute, deliver
and perform this Agreement, Developer hereby represents and warrants to City as follows:
(a) Bindine Oblieations. This Agreement and all other documents executed and
delivered, or to be executed and delivered, by Developer in connection with the transaction
contemplated herein have been, or at the appropriate time will be, duly executed and
delivered and constitute or, upon such execution and delivery will constitute, the legal, valid
and binding obligations of Developer enforceable in accordance with their respective terms,
subject, however, to general principles of equity and to the effect of any bankruptcy,
reorganization, moratorium, insolvency or other laws affecting the rights of creditors
generally. Developer has taken all action, corporate or otherwise, required to authorize
execution of this Agreement, and such other documents. The consummation of the
transactions contemplated bythis Agreement will not violate anyprovisions of the governing
documents of Developer or constitute a default or result in the breach of any term or
provision of any contract or agreement to which Developer is bound.
(b) Authority. Developer is a limited liability company duly organized and
validly existing under the laws of the State of Delaware. Developer has full capacity, right,
power and authority to execute, deliver and perform this Agreement and all documents to be
CHIDOMi2104913110827 13 10,32000 799 PM 21
executed by Developer pursuant hereto, and all required approvals therefor have been duly
taken and obtained. The individuals signing this Agreement and all other documents
executed or to be executed pursuant hereto on behalf of Developer are and shall be duly
authorized to sign the same on Developer's behalf and to bind Developer thereto.
(c) No Claims. There are no claims, litigation, investigation or other proceedings
pending, or to Developer's knowledge is threatened against Developer which could have a
material adverse effect on Developer's ability to consummate the transaction contemplated
hereby.
(d) Bankruptcy. Developer has not (i) made a general assignment for the benefit
of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an
involuntary petition by Developer's creditors, (iii) suffered the appointment of a receiver to
take possession of all or substantially all of Developer's assets, or (iv) suffered the
attachment or other judicial seizure of all, or substantially all, of Developer's assets.
Each party hereto warrants that the representations and warranties made by it in this
Agreement shall be true, correct and complete as of the date of this Agreement and as of the Closing.
Each party hereto shall promptly notify the other party hereto if any representations or warranties of
such party become untrue. If any of City's representations or warranties become untrue as of the
Closing, Developer may (i) terminate this Agreement, and neither party shall have any further
liability or obligation to the other except for the indemnity provisions of Paragraphs 5 and 15 hereof,
or (ii) elect to proceed to the Closing in accordance with the provisions hereof and consummate this
transaction.
27. No Discrimination Construction -Business Particioation. For the purpose of the
initial construction of the core and shell of the Building to be constructed for the Intended Use:
(a) Developer agrees to comply with all applicable laws prohibiting
discrimination against, or segregation of, any person or group of persons, on account of sex,
race, color, creed, national origin, disability or sexual orientation in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Development Parcel. In addition,
Developer, for itself or any person claiming under or through it, shall not establish or permit
any legally prohibited practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees of any portion of the Development Parcel.
(b) Developer shall exercise its good faith, commercially reasonable efforts to
secure minority, women and Evanston business enterprises the greatest possible participation
in all construction and service contracts for the construction of the Building and other
improvements on the Development Parcel for the Intended Use. For the purpose of this
Paragraph 27, "construction and service contracts" shall not include contracts with or work
provided by those persons or entities listed in the "Schedule of Excluded Contractors and
CMDOCS2Q101813110827.13 10/3¢000 3s9 PM 22
Service Providers" attached hereto as Exhibit 10 and made a part hereof. A minority
business enterprise (hereinafter referred to as "MBE") and a women business enterprise
(hereinafter referred to as "WBE") shall mean any entity which is owned or controlled by one
or more minorities or women. respectively. An Evanston Business Enterprise (hereinafter
referred to as "EBE") shall mean any entity which is located in or has one or more offices
located in the City. (MBEs, WBEs and EBEs are collectively referred to herein as
"bt/W/EBEs"). Any business enterprise certified as a MBE or a WBE by the City of
Chicago, the Illinois Department of Transportation, the Women's Business Development
Center, the Chicago Minority Business Development Council, Cook County or the Illinois
Business Enterprise Program shall be deemed to be a MBE or WBE, respectively, for the
purpose of this Agreement. Developer shall be responsible for utilizing good faith,
commercially reasonable efforts, subject to reasonable review by City staff, to secure
participation by M/W/ EBEs with the goal that 25% of the aggregate dollar volume of the
construction contracts and first tier subcontracts relating to the initial construction of the
Building and other improvements on the Development Parcel for the Intended Use, excluding
fees paid to any governmental entity, costs arising from the financing of the construction of
the Building for the Intended Use, and the aggregate dollar volume of construction and
service contracts with those persons or entities listed in Exhibit 10 hereof, be let to MBEs,
WBEs or EBEs, in any combination. For purposes of this Paragraph 27, the 25%
participation goal shall include no less than 3% participation by EBEs. Such good faith,
commercially reasonable efforts may include, but shall not be limited to:
1. Securing participation by a joint venture between an M/W/EBE and
non-M/W/EBE entity in at least one portion of construction of the improvements on
the Development Parcel, which M/W/EBE joint venture participation, if utilized,
shall be included in the 25% participation goal upon the timely and reasonably
approval of the joint venture agreement by City Staff.
2. Contacting a minimum number ofM/W/EBEswithin atrade tosolicit
their participation equal to the quotient resulting from the division of the number of
MBEs and WBEs in that trade which are certified by the City of Chicago in the
"Directory of Certified Disadvantaged Business Enterprises, Minority Business
Enterprises and Women Enterprises Construction & Professional Services" dated
October 1, 1997 (or such later edition agreed to in writing by the parties hereto), by
two. It is not intended that the use of the City of Chicago's certification list in the
foregoing shall in any way limit the Developer's use of M/W/EBEs to enterprises
certified by the City of Chicago.
3. Insuring that the work slated of M/W/EBE participation is real in
scope and was selected to increase the likelihood of achieving the 25% participation
goal;
4. Negotiating with potential M/W/EBEs in good faith;
CMDOCS2.2104813110827.1310,320003.59 PM 23
5. Only imposing conditions on M/W/EBEs that were also imposed on
all other subcontractors;
6. Conferring benefits ordinarily conferred on subcontractors for the type
of work on the M/W/EBEs; or
7. Helping, with the assistance of the City, M/W/EBEs to qualify to
secure construction of services work in the construction of the Building for the
Intended Use.
In the event that said goal of 25% of M/W/EBE participation is not met, then the Developer
shall pay to the City, as the City's sole remedy for any violation of the provisions of this Paragraph
27, a maximum of One Hundred Fifty Thousand and no/100 ($150,000.00) Dollars, to be utilized
by the City to create a job training program and to provide technical assistance to M/W/EBEs.
Notwithstanding the foregoing, the dollar amount to be paid by the Developer to the City under the
preceding sentence will be reduced in proportion to Developer's achievement of the 25%
participation goal, and use of good faith, commercially reasonable efforts to achieve such goal. In
the event the Developer has made a good faith, commercially reasonable effort to meet the 25%
participation goal, but has been unable to achieve such goal, such payment shall be excused.
(c) Nothing herein shall be construed to limit Developer's ability to pre -qualify
subcontractors with respect to financial ability, experience, equipment and the like. The City
may review Developer's prequalification process to ensure the process is consistent with the
25% M/W/EBE participation goal, and will promptly advise the Developer in writing of the
results of such review.
(d) Developer agrees to designate a staff person or other individual to coordinate
M/W/EBE utilization with City Staff. Said staff person will secure the appropriate reporting
and compliance documents from construction and service contractors working on the
construction of the Building for the Intended Use and forward them to the City Staff.
Additionally, said staff person will work with the City Staff to monitor the aforementioned
reporting and documentation procedures and to investigate and resolve any resulting
discrepancies. The City Staff will assist Developer in identifying M/W/EBEs. For the
purpose of this Paragraph 27, the term "City Staff' shall mean either the City's M/W/EBE
Program Director or such other person identified by the City in a notice to the Developer.
28. Remedies -Liability.
(a) If Developer defaults hereunder, then provided City is not in default, City's
sole remedy shall be to terminate this Agreement by giving written notice thereof to
Developer, whereupon neither party shall have any further liability or obligation to the other
except as set forth in the indemnity provisions of Paragraphs 5 and 15 hereof. The parties
CHI DOCSL210i8/31108271310/320003.59 P.M 24
acknowledge and agree that City's actual damages in the event of Developer's default are
uncertain in amount and difficult to ascertain and that said amount of liquidated damages was
reasonably determined.
(b) If City defaults hereunder, then provided Developer is not in default,
Developer may, at its sole election, either:
1. Terminate this Agreement, and neither party shall have any further
liability or obligation to the other except as otherwise expressly set forth herein; or
2. Assert and seek judgment against City for specific performance,
together with the right to recover all costs (including reasonable attorneys' fees and
litigation costs).
provided that the foregoing shall be Developer's sole and exclusive remedies, and the exercise•of
one of such remedies by Developer shall be deemed an election of remedies, and shall preclude
Developer from the exercise of the other such remedy.
(c) Except for either parties right to terminate this Agreement and the extensions
of time for Permitted Delays, the failure or delay by any party to perform any act required in
this Agreement, subject to rights to extend contained in this Agreement shall constitute a
default under this Agreement. The party who so fails or delays must, upon receipt of written
notice of the existence of such default, immediately commence to cure, correct or remedy
with due diligence. The party claiming such default shall give written notice of the alleged
default to the party alleged to be in default, specifying the default complained of by the
injured party. Failure or delay in giving such notice shall not constitute a waiver of any
default, nor shall it change the time of default. Except as required to protect against further
damages, and except as otherwise expressly provided in this Agreement, the injured party
may not institute proceedings against the party in default until thirty (30) days after giving
such notice. If such default cannot be cured within such thirty (30) day period, said thirty
(30) day period shall be extended for such time as is reasonably necessary for the curing of
the same, so long as the defaulting party diligently proceeds therewith; if such default is
cured within such extended period, the default shall not be deemed to constitute a breach of
this Agreement. A default not cured as provided above shall constitute a breach of this
Agreement. Except as otherwise expressly provided in this Agreement, any failure or delay
by any party in asserting any of its rights or remedies as to any default or alleged default or
breach shall not operate as a waiver of any such default or breach of any rights or remedies
it may have as a result of such default or breach.
(d) Subject to the provisions of Paragraph 32 below, each of the following acts
or omissions of Developer shall constitute a breach of this Agreement:
l . Developer transfers, or suffers any involuntary transfer of its interest
in the Development Parcel, or any part thereof, in violation of this Agreement.
CHID005221048,311082713101320003:59 PM 25
2. The filing or execution or occurrence of: a petition filed by Developer
seeking any debtor relief; the making of an assignment for the benefit of creditors by
Developer or its execution of any instrument for the purpose of effecting a
composition of creditors; or if Developer is adjudicated as bankrupt.
W The rights and remedies of the parties are cumulative, and the exercise by
either party of one or more of such rights or remedies shall not preclude the exercise by or
at the same time or different times, of any other rights or remedies for the same default or for
any other default by the other party.
29. Intentionally Deleted.
30. DUDlicate Orieinals. This Agreement maybe executed in two or more counterparts,
each of which is deemed to be an original.
31. Captions. The captions in this Agreement are inserted for convenience of reference
only and in no way define, describe or limit the scope or intent of this Agreement of any of the
provisions thereof.
32. Assienment. From and after the Effective Date and during the term of any bonds
sold by the City to finance construction of the Parking Structure, but in any event ending not later
than December 31, 2008 (hereinafter referred to as the "Restriction Period"), any transfer of all or
any interest in the Development Parcel and the Building constructed thereon for the Intended Use
and this Agreement (including the beneficial interest under a land trust that takes title to the
Development Parcel) is only permitted upon the prior written approval of the City, which approval
shall not be unreasonably withheld, conditioned or delayed; however, that nothing herein shall
preclude or require approval of the City for sales of condominium units in any improvement
submitted to condominium form of ownership, execution of easements, licenses, rights of way,
leases for occupancy to lessees of any part of the Development Parcel, collateral assignments and/or
mortgages, deeds of trust or other security interests of the Developer's rights respecting the
development of the Development Parcel for the Intended Use and/or the Development Parcel to
lenders, any subsequent foreclosure sale by or on behalf of such lender or any transfer by the lender
to its grantees, successors or assigns. The City shall approve any transfer that meets the following
conditions:
(a) The proposed transferee shall have the experience and financial responsibility
necessary to fulfill the obligations undertaken by Developer in this Agreement attributable
to the parcel being conveyed; and
(b) The proposed transferee shall have expressly assumed the future obligations
of Developer attributable to the parcel being conveyed to the proposed transferee hereunder
in writing; and
(c) The proposed transferee shall not be in default on any obligation to the City;
and
CHIDOCS221048311082713103,2000359 P.M 26
(d) A copy of the proposed deed and transfer declaration involved and affecting
any such transfer from Developer to any transferee shall be submitted to the City for review.
Upon compliance:with the requirements contained in this Paragraph 32. Developer shall be
relieved from all further liability under this Agreement with respect to the portion of the
Development Parcel. Notwithstanding any other provision in this paragraph, Developer may,
without the consent required in this paragraph, transfer all or any portion of the Development Parcel
or this Agreement to a limited liability company, limited partnership or any other entity in which
Developer or any affiliates of Developer maintain control of such entity or to an entity which
acquires all of Developer's right, title and interest in the Development Parcel as part of transaction
which involves the repayment of any construction financing provided for the construction of the
Building.
During the Restriction Period, Developer shall in any event notify the City of any transfer
of any interest in its portion of the Development Parcel (including the beneficial interest under any
land trust).
33. Miscellaneous Provisions.
(a) In the event that any provision of this Agreement shall be unenforceable in
whole or in part, such provision shall be limited to the extent necessary to render the same
valid, or shall be excised from this Agreement, as circumstances require, and this Agreement
shall be construed as if said provision had been incorporated herein as so limited, or as if said
provision has not been included herein, as the case may be.
(b) In the event of institution of legal proceedings in connection with this
Agreement, the party prevailing therein shall be entitled to recover from the other party
thereto the costs and expenses incurred in connection therewith, including, without
limitation, reasonable attorneys' fees.
(c) This Agreement shall not be construed more strictly against Cityor Developer
merely by virtue of the fact that the same has been prepared by such party or its counsel, it
being recognized that both of the parties hereto have contributed substantially and materially
to the preparation of this Agreement. All words herein which are expressed in the neuter
gender shall be deemed to include the masculine, feminine and neuter genders and any word
herein which is expressed in the singular or plural shall be deemed, whenever appropriate in
the context, to include the plural and the singular.
(d) , City and Developer hereby designate the Title Insurer to act as and perform
the duties and obligations of the "reporting person" with respect to the transaction
contemplated by this Agreement for purposes of 26 C.F.R. Section 1.6045-4(e)(5) relating
to the requirements for information reporting on real estate transaction closed on or after
January 1, 1991. City, Developer and Title Insurer shall execute at the Closing a Designation
Agreement designating the Title Insurer as the reporting person with respect to the
transaction contemplated by this Agreement.
CMDOCSD21048'3110821 13 101h2000 3:59 PNI 27
(e) None of the provisions of this Agreement shall survive the Closing other than
the provisions of Paragraphs 4, 9(b), 25, 26 and 28(c), and the indemnity provisions of
Paragraph 15. Notwithstanding the foregoing, City and Developer agree to execute, either
prior to or after Closing, such additional documents and perform such other actions as are
reasonably necessary and appropriate to give effect to the transaction contemplated in this
Agreement.
(1) Each party, whenever and as often as such party may be reasonably requested
to do so by another party, will cause to be executed, acknowledged, and delivered such
further documentation as may be necessary and proper, in the reasonable opinion of the
requesting party, in order to carry out the intent and purpose of this Agreement.
(g) If the time period by which any right, option or election provided under this
Agreement must be exercised, or by which any act required hereunder must be performed,
or by which the Closing must be held, expires on a day other than a business day, then such
time period shall be automatically extended through extended through the close of business
on the next regularly scheduled business day.
34. Operations. During the pendency of this Agreement:
(a) Other than the agreements entered into pursuant to Paragraph 9(a)(5) above,
City shall not enter into anycontracts or leases with respect to the Development Parcel or the
development of the Development Parcel for the Intended Use which would survive the
Closing without Developer's prior written consent;
(b) Cityshall not list the Development Parcel with anybroker or otherwise solicit
or make or accept any offers to sell the Development Parcel or engage in any discussions or
negotiations with any third party with* respect to the sale or other disposition of the
Development Parcel.
(c) City shall not perform any act which results in any additional exceptions to
title to the Development Parcel which would survive the Closing without Developer's prior
written consent.
(d) City shall file any application or other materials necessary to maintain the
exemption of the Development Parcel from the payment of the real estate taxes.
CHI DOCS21104&31108271310/,30003-59 P.M 28
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
day and year first above written.
DEVELOPER: DAVIS CHURCH OFFICE DEVELOPMENT,
L.L.C., a Delaware limited liability company
By: Mesirow Stein Development Services, Inc., Its
Membeervv� �
By: — zf�CQ.7j'4'"
Name: Af/6N!64 .i7_KA7-UZ-Tk1
Title: MANAS A4 1702F67'09.
CITY: CITY OF EVVAANSTON
By: l/ ' 01"-0
Name: X oaza - U. (1rl,ti
Title: (', /"IA)lQ�w
CHIDOCS2 21044S 311082- p 101 >_000 159 PM 29
List of Exhibits
Exhibit I
Legal Description of the Development Parcel
Exhibit 2
Schematic Concept Plan
Exhibit 3
Parking Lease
Exhibit 4 -
Permitted Title Exceptions
Exhibit 5 -
TIT Eligible Costs
Exhibit 6 -
Schedule of Rental Pro -Forma for the intended Use
Exhibit 7
General Assignment
Exhibit 8
Title Commitment
Exhibit 9 -
Memorandum of Agreement
Exhibit 10 -
Schedule of Excluded Contractors and Service Providers
CHI DOCSL'-104891I WA310,12000359 PM 30
EXHIBIT 1
Legal Description of the Development Parcel
LOT 1 IN THE FINAL PLAT OF DAVIS CHURCH RESUBDIVISION RECORDED OCTOBER
2, 2000 AS DOCUMENT 00766688, BEING A RESUBDIVISION OF PART OF DEMPSTER'S
SUBDIVISION OF BLOCK 66 OF THE VILLAGE (NOW CITY) OF EVANSTON, BEING A
SUBDIVISION IN THE SOUTHWEST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE
14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
CHIDOCS2 2104&3110827 13 1013,2000 3:59 PM I - I
EXHIBIT 2
Schematic Concept Plan
(See Attached)
CMDOCS12104861108271310420003.59PM 2-1
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EXHIBIT 3
Parking Lease
(See Attached)
cwDocr1IOA8,31108V131od?0003:59P.M 3-1
LOT I PROJECT
PARKING LEASE
THIS PARKING LEASE (hereinafter referred to as the "Lease" 1 is made this Q day
of /(`�n �J . 2000 by and between the CITY OF EVANSTON, a municipal corporation
(hereinafter referred to as "Landlord") and DAVIS CHURCH OFFICE DEVELOPMENT,
L.L.C., a Delaware limited liability company (hereinafter referred to as "Tenant").
WITNESSETH
1. Demise. Landlord, for and in consideration of the covenants and agreements set forth
herein, does hereby lease to Tenant (or its nominee) and Tenant hereby takes from Landlord the
number of unassigned and unreserved automobile parking spaces as represented by separate monthly
passes/permits (hereinafter referred•t`o a's the "Spaces") to satisfy the Mandatory Zoning Amount
(hereinafler defined). Up to fifty percent (50%) of the Spaces shall be located at the garage (the
"Sherman Avenue Garage") on the real estate located at the comer of Sherman Avenue and Davis
Street in the City of Evanston,.Illinois and legally described on Exhibit A attached hereto and by this
reference incorporated herein, and the balance of the Spaces shall be located at the.garage
(hereinafter referred to as "Maple Avenue Garage") containing approximately 1,402 _parking spaces
being constructed, at Landlord's sole cost and expense, on the teal estate located. at the corner of
Clark and Maple Street in the City of Evanston, Illinois and legally described on Exhibit B attached
hereto and by this reference incorporated herein (provided, however; from time to time at the request
of.Tenant and with the consent of Landlord's parking administrator, Tenant may increase the
percentage of Spaces leased in the Sherman Avenue Garage above the fifty percent (50%) limitation
set forth above).
Prior to the Commencement Date (as hereinafter defined),Tenant shall designate the number
of Spaces to be located in the Sherman Avenue. Garage (the "Sherman Avenue Spaces") and in the
Maple Avenue Garage (the "Maple Avenue Spaces") (which designation Tenant may change at any
time during the Term, as hereinafter defined, by delivery of written notice ofsuch desire to Landlord
at least ten (10) days prior to the expiration of the then current calendar quarter, with the reduction
or increase to be effective as of the first day of the next calendar quarter). In the event the
construction of the Maple Avenue Garage is not completed and the Maple Avenue Garage is not
open for use for parking as of the Commencement Date, then the Maple Avenue Spaces shall be
provided at the Sherman Avenue Garage or at such other public parking facilities designated by
Landlord that are owned by Landlord and are located in Evanston, Illinois, until such time as
construction of the Maple Avenue Garage is completed and use of the Maple Avenue Garage for its.
intended use is permitted. In addition, if during the redevelopment of the Sherman Avenue Garage,
or at any time any portion of the Sherman Avenue Garage is unavailable due to repairs, restoration,
demolition, or other construction and Landlord is unable to provide any of the Sherman Avenue
CMDOM-1104V3094966311013a000 kll PAS
Spaces in the Sherman Avenue Garage, then Landlord shall put all of such affected Sherman Avenue
Spaces in the Maple Avenue Garage until such time as the repairs, restoration, demolition.
redevelopment or other construction work is completed and use of the Sherman Avenue Garage (or
such portion thereof as was unavailable due to such maintenance, repairs, restoration, demolition;
redevelopment or other construction work) for its intended use is permitted. The Spaces shall be
used by the Tenant to provide required off-street parking for the office building constructed upon
the real estate legally described on Exhibit C (the ".Project"), excluding the retail portion as depicted
on Exhibit C I attached hereto. Tenant shall have, as appurtenant to the Spaces, rights to use in
common: (a) the common lobbies, corridors, stairways, stairwells, escalators and elevators of the
Sherman Avenue Garage and the Maple Avenue Garage, respectively, in common with others, and
(b) common walkways, parking areas and driveways necessary for common ingress and egress to the
Sherman Avenue Garage and the Maple Avenue Garage, respectively.
A. Mandatory Zoning Amount. As used herein, the term "Mandatory Zoning
Amount shall mean that number of offsite parking spaces which, together with the total
number of parking spaces locatedin the Project, satisfies the parking requirements for zoning
purposes under the applicable ordinances of the City of Evanston based on the formula of
two (2) parking spaces for every one thousand (1,000) square feet of office space and five
(5) parking spaces for every one thousand (1,000) square feet of Medical office space in the
building constructed on the Project from time to time (the "Office Building"). In the event
the calculation of the Mandatory Zoning Amount results in a number which is not a whole
number, then the Mandatory Zoning Amount shall be rounded up to the next highest whole
number. The number of Spaces to satisfy the Mandatory Zoning Amount as of the date of
execution hereof is set forth on Schedule I attached hereto.
B. Right to Increase Parking Spaces. At any time following the first
anniversary of the Commencement Date, Tenant may request an increase in the number of
Spaces leased by Tenant in the Sherman Avenue Garage and/or the Maple Avenue Garage
in an amount not to exceed the Optional Amount (as hereinafter defined). In the event that
Tenant desires to increase the number of Spaces leased by Tenant in the Sherman Avenue
Garage and/or the Maple Avenue Garage by an amount not to exceed the Optional Amount,
Tenant shall provide Landlord with written notice thereof specifying the number of
additional Spaces that Tenant wishes to lease and the date that Tenant wishes to commence
leasing such Spaces. If Landlord determines that there are any Spaces available in the
Sherman Avenue Garage and/or the Maple Avenue Garage for lease to Tenant pursuant to
this Section I.B., Landlord shall notify Tenant in writing as soon as reasonably possible after
receipt of such notice from Tenant of the number of Spaces then available in each of the
Sherman Avenue Garage and the Maple Avenue Garage, respectively, and the date of
availability of such Spaces, and the increase in the Spaces leased to Tenant shall be effective
as of the date specified in Landlord's notice or as otherwise may be agreed to by Landlord
and Tenant.
CMD00522107813094966,21106120W3:11 P.M 2
At any time during the Term, Landlord may terminate Tenant's right to lease all or any
portion of the Optional Amount upon one hundred twenty (120) days' prior written notice to
Tenant; provided, however, that Landlord, in deciding to terminate any such portion of the
Optional Amount -;,shall give due consideration and first preference to the parking needs of
the owners of the buildings in the Evanston Northwestern Research Park, and provided,
further, Tenant recognizes that the needs of commuters will be considered by Landlord in
determining whether -to terminate Tenant's lease of all or portions of the Optional Amount.
Landlord agrees that, in exercising its termination rights hereunder, Landlord shall not favor
any owner of a building in the Evanston Northwestem Research Park who leases parking
spaces in the Sherman Avenue Garage or the Maple Avenue Garage and has similar option
rights as those contained in this Section I.B., and shall treat all such owners similarly in any
decision by Landlord to terminate any option spaces in the Sherman Avenue Garage or the
Maple Avenue Garage. Any termination by Landlord of Tenant's right to lease all or any
portion of the Optional Amount hereunder shall not preclude Tenant from thereafter
exercising its rights pursuant to this Section I.B.
In addition, Tenant may terminate Tenant's right to lease all or any portion of the Spaces
leased pursuant to this Section I.B. upon written notice to Landlord. Any such termination
by Tenant shall not preclude Tenant from thereafter requesting an increase in the Spaces
pursuant to this Section I.B., subject to the provisions hereof. For purposes of notice
-pursuant to this Section I.B., notice to the Landlord's parking administrator shall be
permitted in lieu of notice delivered in accordance with Section 14 hereof.
As used herein, the term "Optional Amount" shall mean one (1) additional parking space for
every one thousand (1,000) square feet of office space (including medical office space) in the
Office Building as calculated on Schedule 1 attached hereto, subject to availability in the
Sherman Avenue Garage and the Maple Avenue Garage on a "first come, first serve" basis,
as determined from time to time by Landlord in its sole discretion.
I Term. The term of the Lease (hereinafter referred to as "Term") shall commence on
the date that Tenant obtains a temporary certificate of occupancy for the occupancy of any portion
of the Office Building and any portion of the Office Building is occupied for the intended use thereof
(hereinafter referred to as the "Commencement Date") and shall expire if the land described on
Exhibit C has not been improved with the Office Building for a period of three (3) years. Once the
Term has commenced, Landlord and Tenant agree to execute an amendment to this Lease setting
forth the precise date upon which the Commencement Date occurred.
3. Rent. Tenant agrees to pay Landlordquarterlyrent (herein after referred toas"Rent")
for the number of Spaces leased from time to time equal to the current published monthly parking
rate as may be established from time to time by the Evanston City Council for the Sherman Avenue
Garage and the Maple Avenue Garage, as applicable, payable in quarterly installments on or before
the first of each calendar quarter during the Term (that is, January, April, July and October),
(hereinafter referred to as the "Rent Date"). If the Rent Date is other than the first day of a month
CMDOCS22104V3094966.21 100/20003:11 PM 3
(or quarter, with respect to the Commencement Date) or if the Term ends other than on the last day
of a month, the Rent for such month shall be prorated. Payment shall be mailed to the Parkin
System, CityofEvanston, 2100 Ridge Avenue, Evanston, Illinois 60204-0832, and be made payable
to the City Collector, onto such other payee and location as designated. in a written notice from
Landlord to Tenant. Notwithstanding any provision in this Lease to the contrary, during any period
in the Term in which the land described on Exhibit C is not improved with the Office Building, there
shall be no Rent payable.
4. Landlord Must Always Provide Parking at Garage or Alternative Parking. At
all times during the Term, Landlord must continuously operate a parking facility at the Sherman
Avenue Garage and the Maple Avenue Garage to fulfill Landlord's obligations under this Lease.
Landlord's obligation to continuously operate such parking facilities and provide the Spaces shall,
at all times during the Term: (i) be binding upon the Landlord and its successors and assigns as
owners of the Sherman Avenue Garage and the Maple Avenue Garage, (ii) inure to the benefit of
Tenant, its mortgagee(s), their respective lessees, licensees, concessionees and invitees, and the
respective successors and assigns of the foregoing; and (iii) be deemed appurtenant to the Project.
-TheToregoing provisions of this Secti-od 4 are in addition to, and without limitation of, Section 9
hereof and any other provisions of this Lease and the Memorandum of Lease (hereinafter defined).
The occurrence of a casualty to, or condemnation of, all or any portion of the Sherman Avenue
Garage or the Maple Avenue Garage shall not suspend or terminate Landlord's obligations
hereunder, it being acknowledged that Landlord shall perform all maintenance and capital repairs
and improvements required to enable Tenant to continuously use the Spaces in the Sherman Avenue
Garage and the Maple Avenue Garage pursuant to the terms of this Lease. Notwithstanding the
foregoing, (a) if at any time after the initial opening of the Maple Avenue Garage there is a casualty
to, or condemnation of, all or any portion of the Maple Avenue Garage that prevents Tenant from
using the Maple Avenue Spaces, then in such event (or any other event that might otherwise
constitute an event of force majeure), Landlord shall provide parking for the affected Maple Avenue
Spaces in the Sherman Avenue Garage unless at such time the redevelopment of the Sherman
Avenue Garage prevents use of the Sherman Avenue Garage, in which event such parking shall be
provided at a surface lot within one thousand (1,000) feet of the Office Building or at such other
location as reasonably agreed to by Tenant, and (b) if there is a casualty to, or condemnation of, all
or any portion of the Sherman Avenue Garage that prevents Tenant from using the Sherman Avenue
Garage, then in such event (or any other event that might otherwise constitute an event of force
majeure), Landlord shall provide parking for the affected Sherman Avenue Spaces in the Maple
Avenue Garage (the alternative parking to be provided pursuant to (a) and (b) above shall be referred
to hereinafter as the "Alternative Parking").
5. Casualty and Restoration; Tenant's Contribution to Rebuilding Costs
A. Landlord, at its cost, shall continuously maintain in effect insurance covering the full
replacement value of the Sherman Avenue Garage and the Maple Avenue Garage in accordance with
the provisions of Section 16 hereof. In the event that the Sherman Avenue Garage or the Maple
Avenue Garage is damaged or destroyed, Landlord shall promptly and with due diligence undertake
CwDocszrzia4913o949e6.:1 ionn000 3:11 I'M 4
of such garage. Landlord shall provide the Alternative
and complete the restoration and rebuilding
Parkin; as provided in Section 4 hereofduring such restoration and rebuilding. Landlord shall apple
any insurance proceeds payable as a result of such damage or destruction to restoration and
rebuildine.
B. If, at any time during the Term, either the Sherman Avenue Garage or Maple Avenue
Garage is no longer usable for its intended purpose because of the expiration of its useful life as
determined under prevailing industry standards and as'confirmed by a structural engineer that is
mutually acceptable to Landlord and Tenant, then, so long as the land described on Exhibit C is
improved with the Office Building, Landlord shall replace such garage with a new garage which
shall be located on the same site upon which such garage was previously located or a site within the
area bounded by Ridge Avenue, Emerson Street, Chicago Avenue and Grove Street in Evanston,
Illinois, which new garage shall provide Tenant with Spaces required to satisfy the Mandatory
Zoning Amount or, at Landlord's option, Landlord may undertake capital improvements which in
the opinion of the structural engineer will extend the useful life of the Parking Garage so that useful
life for its intended purposes is extendedrfor at least an additinttal five (5) year period. In such event,
Tenant shall be required -to reimburse Landlord for a pro rata share (hereinafter referred to as the
"Tenant's Share") of the actual out-of-pocket costs incurred by Landlord to replace such garage or
to make capital improvements to extend the useful life of the existing Parking Garage ("Replacement
Costs"), provided that Landlord shall provide appropriate documentation and evidence of the
Replacement Costs for such garage as is reasonably acceptable to Tenant. As used herein, Tenant's
Share shall be equal to a percentage equal to the ratio of the number of the.Mandatory Zoning
Amount divided by the total number of parking spaces in such garage as determined as of the date
that the original garage being replaced is opened to the public for use for parking. In determining
Landlord's actual out of pocket costs to replace a garage as contemplated hereunder, there shall be
included the costs to replace the structure with a comparable garage facility (notwithstanding that
Landlord may elect to construct a larger garage than the garage being replaced), including site work,
utility costs and detention requirements attributable to the garage structure being replaced but there
shall be no premium for or cost allocation attributable to site work, utility costs and detention
requirements for property other than.the site upon which the replacement garage is being constructed
nor shall there be any premium or cost allocation attributable to any.non-garage components such
as, but not limited to, residential and retail uses (other than typical first floor retail uses of the type
included in the garage being replaced as originally constructed). Notwithstanding construction of
the replacement garage by the City prior thereto, Tenant shall not be required to pay Tenant's Share
to Landlord at any time prior to the thirtieth (30") anniversary of the Commencement Date.
Landlord agrees to use.its best efforts to require that any office building owner entering into a lease
after the date hereof with Landlord for use of parking spaces in the Sherman Avenue Garage or the
Maple Avenue Garage shall have the same obligation to contribute to the Replacement Costs for
such garage as provided herein for Tenant, provided that in connection with any such building the
parking ratio is based upon a formula of two (2) parking spaces or less for every 1,000 square feet
of office space as calculated for zoning purposes for such building, and to enforce any such tenant
obligations under such tenant lease in accordance with the terms thereof.
CHIDOCSL'2104813094966.2110/3/20003:11 PM
From and atier the date that Tenant pays Tenant's Share to Landlord for the Sherman Avenue Garage
or the Maple Avenue Garage, the Rent for such garage shall be the lesser of (i) an amount equal to
the Tenant's percentage of the net amount of annual costs and expenses incurred to operate and
maintain such new garage, and (ii) the then prevailing published parking rate as established by the
Evanston City Council for the Sherman Avenue Garage and the Maple Avenue Garage, as
applicable. Landlord shall provide to Tenant reasonable evidence of the basis of calculation of the
Rent for the Spaces in the new garage facility upon Tenant's request.
6. Maintenance. Landlord shall maintain the Shennan Avenue Garage and the Maple
Avenue Garage in accordance with the level of maintenance it performs for other comparable
parking garages or parking lots, as applicable, in the City of Evanston and shall perform all repairs,
restoration and maintenance thereto in order to provide the Spaces during the Term as required
hereunder. In the event Landlord finds it necessary to restrict access to the Sherman Avenue Garage
or the Maple Avenue Garage to perform maintenance required hereunder, it will give. reasonable
prior written notice of such restricted access,to Tenant, except in case of emergency, provided
howeventhat Landlord shall at all times provide the Spaces.. Landlord shall, at its sole cost keep and
maintain the Sherman Avenue Garage'and the Maple Avenue Garage and all sidewalks, parking
areas and access drives and ramps, safe, secure and clean, specifically including, but not by way of
limitation, snow and ice clearance, and removal of waste and refuse matter. Landlord further agrees
to pay or cause other parties (other than Tenant) to pay all taxes and assessments, general and
special, water rates, sewer rates (but excluding any parking tax levied by the City of Evanston on the
Rent), license and, permit fees and all other impositions, ordinary and extraordinary, of every kind
and nature whatsoever, which may be levied, assessed or imposed upon Landlord, if any, during the
Term of this Lease. All of the provisions of this Section 6 shall apply to any new garage constructed
pursuant to Section 5 above.
7. Rules and Regulations. Tenant agrees to abide by the reasonable requirements and
regulations relating to the use of the Sherman Avenue Garage and the Maple Avenue Garage
promulgated by Landlord upon not less than thirty (30) days' prior written notice thereof, which rules
and regulations shall be uniformly enforced.
8. Use. Tenant agrees to Iimit its use of the Sherman Avenue Garage and the Maple
Avenue Garage to the parking of motorized vehicles for nine (9) passengers or less. Tenant agrees
that it shall not sell a parking pass/permit for an amount in excess of that established by the City of
Evanston as the prevailing rate for monthly parking. It is acknowledged and agreed that Tenant may
sell or permit the use of anysuch parking pass/permit to any lessee, licensee, concessionee, or invitee
of the Project. -
9. Successors and .Assigns. The rights and obligations of the parties hereto shall inure
to the benefit of the parties hereto and each of their successors and assigns. The interest and rights
of Tenant hereunder shall be assignable only to the person or entity that owns the Project and/or the
Office Building or a mortgagee holding a mortgage against the Project and/or the Office Building.
CMDOCS1R1iAV3094966.11 IMP_000):II PM 6
10. Changes in Zoning Requirements.
A. U. during the Term; there is a change in the use of the Office Building, or any portion
thereof, which under the zoning or other ordinances of the City of Evanston provides for change in
the Mandatory Zoning Amount than that which is set forth in Section I .A. of this Lease, then Tenant
shall comply with the parking formula applicable to such use as of the date of such change in use of
the Office Building, and the number of Spaces leased hereunder shall be increased or decreased, as
the case may be, as of such change in use date in order to comply with the applicable parking
requirements.
B. In the event the zoning requirements for the Project are changed by the action of the
Evanston City Council so that there is a reduction in the Mandatory Zoning Amount for the Project,
Tenant may, upon thirty (30) days' written notice and notwithstanding Section I.A. above, but shall
not be required to, decrease the number of Spaces leased hereunder to the number then required. In
the event the zoning requirements for the Project are changed by the action of the Evanston City
Council so that there is an increase in the Mandatory Zoning -Amount for the Project, the Project
- shall be deemed "grandfathered" under the zoning requirements as they existed on the date of
execution hereof or given a variance from compliance with any such change, and there shall be no
increase imthe Mandatory Zoning Amount of Spaces by reason of any such change in the zoning
requirements. In such event, Rent shall be adjusted pro rata to reflect the Spaces leased hereunder
as provided Section 3 above.
11. Utilities. Landlord agrees to pay all charges for water, gas, electricity and other
utilities incurred in connection with the Sherman Avenue Garage and the Maple Avenue Garage.
12. Mortgages. IFTenant mortgages its leasehold estate created hereby and Tenant or
the mortgagee or holder of the indebtedness secured by the leasehold mortgage or trust deed shall
notify Landlord, in the manner provided for the giving of notice, of the execution of such mortgage
or trust deed and name the place for service of notice upon such mortgagee or holder of such
indebtedness, then, in such event, Landlord agrees for the benefit of such mortgagee or holder of
such indebtedness from time to time, as follows:,
A. Landlord agrees to give any such mortgagee or holder of such indebtedness
simultaneously with service on the Tenant, a duplicate of any and all notices given by Landlord to
Tenant. Such notices shall be given in the manner and shall be subject to the terms of the notice
provisions of this Lease.
B. , Such mortgagee or the holder of such indebtedness shall have the right to perform any
of Tenant's covenants under this Lease and to cure any default of Tenant pursuant to the terms of this
Lease.
C. Landlord shall not terminate this Lease or Tenant's right of possession for any default
of Tenant if, within a period of twenty (20) days after the expiration of the period of time within
CMDOCs2.71078C094966.21108a0003:11 PM 7
which Tenant might cure such default under the provisions of this Lease, such mortgagee or holder
of indebtedness commences to eliminate the cause of such default and proceeds diligently and with
reasonable dispatch to cure, and provided that any monetary default of Tenant has been cured, except
that with respect to any.default or event of default which cannot reasonably be cured by such
mortgagee until it obtains possession, such mortgagee shall have a reasonable time after it obtains
possession to cure such defaults reasonably susceptible of cure by it, provided that it promptly
commences and diligently proceeds to do so, and any default or event of default not reasonably .
susceptible of cure by it shall be waived,
D. No liabilityforthepaymentofRent orthe performance ofany Tenant's covenants and
agreements shall attach to or be imposed upon any mortgagee or the holder of such indebtedness
unless such mortgagee or holder of such indebtedness forecloses its interest and becomes the
successor Tenant under this Lease by foreclosure, deed in lieu of foreclosure or otherwise.
F. Tenant agrees that any mortgage or security interest it may grant in this leasehold viil l
provide that it is subject to and subordinate to Landlord's estate.
F. A modification, change, supplement, alteration, amendment or voluntary termination
of this Lease (with the exception of: (i) an amendment to this Lease.pursuant to Section 2 hereof
setting forth the precise date upon which the Commencement Date occurs, and (ii) a notice of the
Commencement Date executed in accordance with Section 3.(b) of the Memorandum of Lease as
defined and described in Section 17.F. below) shall not bind any mortgagee or holder unless
Landlord has obtained the prior written consent of such mortgagee or holder; provided, however,
that the provisions hereof shall not in any way restrict or impair the right of Landlord to exercise its
rights and remedies under the Lease, at law or in equity and to take all other appropriate action,
including without limitation, termination or cancellation of this Lease, according to its terms, in the
event of any default thereunderby Tenant and the expiration of all applicable grace and cure periods,
subject to the provisions of this Section 12.
G. In the event of termination of this Lease prior to the natural expiration of the then
current term due to bankruptcy of Tenant or otherwise, Landlord shall mail by registered or certified
mail to the mortgagee or holder written notice of such termination, together with the statement of
any and all sums (or other obligations) which would at that time be due (or required to be performed)
under the Lease then reasonably known to Landlord. Such mortgagee or holder shall thereupon have
the opportunity to obtain a new lease in accordance with and upon the following terms and
conditions:
(i) upon the request of such mortgagee or holder within sixty (60) days after
service of the aforementioned notice of termination, Landlord shall enter into a new lease on
the same terms and conditions as this Lease with such mortgagee or holder or its designee.
(ii) Such new lease shall be effective as of the date of termination of this Lease
and shall be for the remainder of the Term.of this Lease at the Rent and upon the agreements,
CIJIDOCSIM041.3094966.2t IGI W03:11 PM 8
terms, covenants and conditions thereof Upon the execution of the new lease, the Tenant
named therein shall pay any and all sums which would at the time of execution thereof be
due and payable under the Lease but for the termination as aforesaid, and shall fully
otherwise remedy any existing defaults under the Lease except that with respect to any
default or event of default which cannot reasonably be cured by such Tenant until it obtains
possession, such Tenant shall have a reasonable time after it obtains possession to cure such
defaults reasonably susceptible of cure by it, provided that it promptly commences and
diligently proceeds to do so, and any default or event of default not reasonably susceptible
of cure by it shall be waived.
13. Tenant Default.
A. .The occurrence of any one or more of the following shall be an "Event of
Default" hereunder:
(i) If Tenant fails to pay any sum.of money required of Tenant to be paid
hereunder and such failure shall continue for a period of fifteen (15) days after
written notice thereof from Landlord to Tenant; or
(ii) If Tenant fails to observe or perform any of the other terms,
conditions, covenants or agreements of this Lease and such failure shall continue for
a period of forty-five (45) days after written notice thereof from Landlord specifying
such failure; provided, however, that if such failure cannot reasonably be cured
within such forty-five (45) day period, no Event of Default shall be deemed to exist
so long as Tenant shall have commenced curing the same within such forty-five (45)
day period, and shall thereafter diligently and continuously prosecute the same to
completion.
B. Upon the occurrence of an Event of Default, Landlord shall have the.
following right and remedies:
(i) Landlord may, at its option, at any time and thereafter terminate this
Lease upon fifteen (15) days written notice to.Tenant, and upon the date specified in
such notice from Landlord to Tenant this Lease shall expire and terminate if such
Event of Default remains uncured as of such date, and Landlord may recover from
Tenant. Landlord's direct damages caused by such termination, if any, together with
Rent and all other sums that may be payable to Landlord hereunder through such date
of termination, including reasonable attorneys' fees, costs and expenses.
(ii) Landlord may, at its option, but shall not be obligated to, take such
action as appropriate to correct remedy such default (including performing or causing
to be performed any of Tenant's obligations hereunder) and all sums expended by
Landlord in doing so shall be payable from Tenant to Landlord upon demand.
CWDOCS212104813094966.21 101MOD03:11 PM
(iii) In the event of any breach by Tenant of any of the covenants,
agreements, terms or conditions contained in this Lease, Landlord shall, in addition
to the rights and remedies provided hereunder, have the right to invoke any right or
remedy allowed at law or in equity or by statute or otherwise except that Landlord
shall not, in any event, be able to recover damages or other amounts with respect to
Rent payable hereunder in excess of the Rent that would be payable through the date
of termination.
14. Notices. All notices herein required shall be in writing and shall be served on the
parries, either personally or mailed by certified or registered mail, return receipt requested or by
expedited messenger, and all such notices shall be deemed received on receipt or if delivery is
refused upon the date of attempted delivery addressed as follows:
If to the Landlord
If to the Tenant:
With a copy to
City of Evanston
2100 Ridge Avenue
Evanston, IlUuq:ts 60201
Attn: City Manager '
Facsimile: (847) 448-8083
Mr. Michael Szkatulski
% Mesirow Stein Real Estate, Inc.
350 North Clark Street
Chicago, Illinois 60610
Facsimile: (312) 595-7830
Robert H. Goldman, Esq.
Piper Marbury Rudnick & Wolfe
203.North LaSalle Street
Suite 1800
Chicago, Illinois 60601
Facsimile: (M2) 630-7358
Either party may, by notice, change the addresses set forth above. Facsimile transmission
is not authorized as a means of notice under this Lease.
15. Execution of Lease Fulfills Tenant's Obligations for Parking for the Project;
Conflict with Redevelopment Agreement. The execution of this LeasebyTenant shall be deemed
Tenant's complete and total fulfillment of Tenant's obligation to provide parking for the Office' -
Building as set forth in the zoning and other ordinances of the City of Evanston and the provisions
of that certain Redevelopment Agreement between Tenant and Landlord with respect to the
development of the Project (the "Redevelopment Agreement") with respect to providing such
parking for the Project and executing a lease between Landlord, as landlord, and Tenant, as tenant.
In the
CHIDOCS2.71048.13094966.21 10/32000 3:11 P.NI 10
event of any conflict between the terms and provisions of this Lease and the terms and provisions
of the Redevelopment Agreement, the terms and provisions of this Lease shall control.
16. . Insurance Required. Throughout the Term, Landlord shall procure and maintain
the following insurance on the Sherman Avenue Garage and the Maple Avenue Garage:
A. Types of Insurance.
(i) Real and Personal Property. Landlord shall keep the Sherman Avenue
Garage and the Maple Avenue Garage and all improvements therein
(collectively, the "Garage Improvements") insured for "all risk" coverage on
real property and personal property .(including, without limitation, all
equipment, fittings, installations, and fixtures therein) for an amount not less
than the full replacement cost thereof. Replacement cost shall be determined
annually by an independent appraiser or by a method acceptable to the
insurance company providing such- coverages. Such policies shall be
endorsed with a replacement coverage endorsement and an agreed amount
clause (waiving any applicable co-insurance clause) in accordance with such
determination or appraisal. The amount of the deductible under the policies
to be carried by Landlord pursuant to this Section 16.A.(i) shall not exceed
$25,000, as may be increased during the Term, in Landlord's discretion, by
an amount that is not to exceed the annual percentage increase in the
Consumer Price Index for All Urban Consumers (1962-84) (the "CPI") as of
the date of this Lease. In the event the CPI ceases to be published during the
Term, then Landlord shall designate a reasonable substitute formula to
determine annual increases in inflation that may occur during the Term for
purposes of calculating any increases in the deductible amount permitted
under this Section 16.A.(i).
(ii) Public Liability. Landlord shall obtain and maintain insurance against any
claims for personal and bodily injury or property damage occurring in, on,
under, within, upon or about the Sherman Avenue Garage and the Maple
Avenue Garage, or as a result of operations thereon arising out of any
negligent act or omission of the agents, employees, contractors and other
representatives of Landlord involved in the operation or management of the
Parking Garage ("Claims") (including contractual liability covering
obligations created by this Lease) in amounts. which are commercially
prudent and maintained by owners and/or operators of similar sized garage
structures, provided, however, that Landlord shall be entitled to self -insure
against all or portions of such Claims provided that Landlord furnishes
Tenant with evidence of Landlord's legally binding agreement to be subject
to liability for any such Claims or a legally binding waiver of immunity, if
any, from such Claims togetherwith evidence from time to time upon request
CHIDOCSS 104813094966.21 1013/20003:11 PM 11
from Tenant of Landlord's credit and bond rating reasonably acceptable to
Tenant.
(iii) Flood and Earthquake. In addition to "all risk" property insurance required
under. Section 16(A)(i) above, Landlord shall insure the Sherman Avenue
Garage and the Maple Avenue Garage against earthquake and flood risks in
an amount equal to the replacement cost thereofor such lesser amount as then
may be reasonably available in the insurance market; both subject, however,
to deductibles available and reasonable for such types of insurance.
B. Insurance Companies. Insurance policies required by this Section 16 shall be
purchased from reputable and financially responsible insurance companies, taking into consideration
the nature and amount of insurance required, who shall hold a current Policyholder's Alphabetic and
Financial Size Category Rating of not less than ANII (or such lesser rating as Landlord and Tenant
may agree) according to Best's Insurance Reports or a substantially equivalent rating from. a
nationally -recognized insurance rating s,prvice,
C. Insurance Provisions. Each insurance policy described in this Section 16 shall
provide a minimum of thirty (30) days' advance written notice of the cancellation, nonrenewal ar
material modification of such policy to Mortgagees and all insureds thereunder.
D. Renewal Policies. Upon the request of Tenant or any mortgagee of Tenant, copies
of all insurance policies or binders with summaries of coverages afforded, or any renewals thereof,
shall be delivered by Landlord to Tenant and any mortgagees of Tenant at least ten (10) days prior
to the expiration date of any such expiring insurance policy'. Binders shall be replaced with certified
full copies of the actual renewal policies as soon as reasonably possible.
17. Miscellaneous.
A. . Captions and Attachments. The headings ofsections and paragraphs hereof
are for convenience only and shall. not be deemed to be relevant in resolving any question of
interpretation or construction of any paragraph of this lease. Exhibits and addenda attached
or affixed hereto are deemed a part of this Lease and are incorporated herein by reference.
B. Estoppel Certificates. Each party hereto shall at any time and from time to
time upon not less than ten (10) days' prior written request from the other party (hereinafter
referred to as the "Requesting Party"), execute, acknowledge and deliver to the Requesting
Party in form reasonably satisfactory to the Requesting Party, a written statement certifying
(if true) that such party has accepted the premises demised herein, that this Lease is
unmodified and in full force and effect (or if there have been modifications, that the same is
in full force and effect as modified and stating the modifications), that the Requesting Party
is not in default hereunder, the date to which the rental and other charges have been paid in
advance, if any, and such other accurate certification as may reasonably be requested by the
CHIDDCS281D48!3D94966.21 101312000 ):I I PM 12
Requesting Party and to give copies to any mortgagee of the Requesting Party of all notices
to the Requesting Party. In the event of a failure by a party to respond to such request within
such ten (10) day period, the non -Requesting Party shall be deemed to have made the
statements, certifications and agreements set forth in any written statement tendered by the
Requesting Party. it is intended that any such statement delivered (or deemed to have been
made) pursuant to this subsection may be relied upon by the Requesting Party, any
prospective purchaser or mortgagee of the interest of the Requesting Party and their
respective successors and assigns.
C. Governing Law. The laws of the State of Illinois shall govern the validity,
performance and enforcement of this Lease.
D., Severability. If any provision of this Lease shall be determined by a court
of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall not,
be affected thereby, and each term and provision of this Lease shall be valid and enforceable
to the fullest extent permitted by law.
E. Condition of the Premises.
(i) Provided that the Sherman Avenue Garage is fully -operational, Tenant's
occupancy of the Sherman Avenue Garage after the Commencement Date
shall constitute an acknowledgment by Tenant that the Sherman Avenue
Garage.was, on the date possession was taken, in satisfactory condition.
(ii) Provided that the Maple Avenue Garage is fully -operational, and a certificate
of occupancy for the Maple Avenue Garage has been issued, Tenant's
occupancy of the Maple Avenue Garage after the Commencement Date shall
constitute an acknowledgment by Tenant that, the Maple Avenue Garage was,
on the date possession was taken, in good order and satisfactory condition.
F. Memorandum of Lease. Landlord and Tenant shall, contemporaneously
with their execution of this Lease, execute the memorandum of lease (the "Memorandum of
Lease") attached hereto as Exhibit D. Once executed, Tenant is authorized to record the
Memorandum of Lease or any subsequent memorandum of lease executed in accordance
with this Lease against the Sherman Avenue Garage and the Maple Avenue Garage.
G. Construction. The parties acknowledge that each party and its counsel has
reviewed this Lease and the normal rule of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the interpretation of this
Lease or any amendments or exhibits hereto.
H. Further Assurances. Each party agrees to perform, execute and deliver, on
and after the date hereof, such further actions and documents as maybe reasonably necessary
CMDO s P104Ri309a966ai 10130006:11 Pre 13
or required to more fully effectuate the purposes, terms and intent of this Lease and the rights
contemplated herein provided that they shall incur no additional liability or obligations in
connection therewith.
1. Termination of Liability Upon Conveyance. In the event of any
assignment, conveyance or divestiture of title to the leasehold estate granted herein by the
original or any successor Tenant: (i) the Tenant who is divested of title of the leasehold
estate shall be entirely freed and relieved of all liability hereunder accruing after the date of
such conveyance or divestiture; and (ii) the grantee or person or persons or other entity or
entities who succeed to title to the leasehold estate shall be deemed to have assumed all of
the covenants and obligations of the Tenant which accrue after the date of such conveyance
or divestiture.
IN WITNESS W HEREOF,_the parties hereto have executed this lease this day and year first
above written.
'ANANT:
DAVIS CHURCH OFFICE DEVELOPMENT, L.L.C.,
a Delaware limited liability company
By: Mesirow Stein Development Services, Inc.,
an Illinois corporation, Its Member
By: J
Name: A41 L '5Zk-,4TY1-Y 11
Title: MANA61dio 0112gL,7'09
CMDOCS221048/3094966.21 IW320001:11 PM 14
LANDLORD:
CITY OF EVANSTON
By:
Name:
Title:
CMDOCS2R1046r3094966.21 1013,10003:11 PM 15
LIST OF SCHEDULES
1 - Calculation of Square -Footage in the Office Building for Zoning Purposes
LIST OF EXHIBITS,
A - Legal Description of Sherman Avenue Garage
B - Legal Description of Maple Avenue Garage
C - Legal Description of Project
C-I Depiction of Retail Portion
D - Form of Memorandum of Lease
CMDOCSV2104860949662110/7R0003:11 PM
SCHEDULEI
Calculation of Square Footage in the Office Building for Zoning Purposes
(See attached)
CMDOCS2/21048d094966.2110/320003:11 PM 17
McDou hell Office Building
995100
10/03/2000
Building Area Calculations
ALL MEASUREMENTS IN SQUARE FEET '
Zoning Ordinance Gross FloorAma per Section 6-18-3
1
2
3
MAJOR VERTICAL
FLOOR
GROSS MEASURED AREA
PENETRATION
penthouse
10,032
756
floor 6
32,977
1.169
floor 5
34.280
1,169
floor 4
34.280
1,169
floor 3
34.280
1.169
floor 2
33.162
1.027
floor 1
33.431
978
lower level
30.889
1,050
TOTAL
243,331
8,487
Me\I,oW Sleln L pmenl Sarvlces
4
5
=2-a4
NECK ELEC t RETAIL AREA SOLD TO
ZONING OROINANCE
ACCESSORY AREA ANC
GROSS FLOOR AREA
9,276
0
1.188
30.620
1.188
31,923
1,188
31,923
1,188
31.923
1,188
30,947
11,877 11,057
9.519
29.839
0
56,932 166,855
Zoning Parking requirment per 1000
Total base zoning parking requirement (as if all office)
Tenants BOMA Boma Floor Rentable Tenant Promta share
Rentable Square Feet Square Feet (Approx) of space
Medical Use 20,000 33.500 60%
Zoning Parking Requirement for Medical use per 1000
Parking Spaces required to meet medical parking needs
medical parking spaces per 1.000 already accounted for in the total base zoning parking requirement
medical oarkino nee& aalm?dy accounted for in the total base zoning an rkino requirement
Zoning requirement per Section 6-18-3
Basement Garage Parking Non -conforming spaces
On -Grade
Parking Lease Amount
In Building Leased
Office Count 89.74% 49 248
Medical Office Count 10.26% 6 87
Retail Under separate lease 0 0
55 335
Parting a Zonmplesp00 xis
4
Total
297
93
0
390'
ratio x zoning area
18,476
2
5
-2
Conforming spaces
OWP.P'AI .,cts, Inc
Zoning parking
requirement
334
93
(an
390
55
0
335
EXHIBIT A
LEGAL DESCRIPTION
OF MAPLE STREET PARKING GARAGE
LOT 4 IN CHURCH MAPLE RESUBDIVISION, BEING A RESUBDIVISION OF PART OF
DEMPSTER'S SUBDIVISION OF BLOCK 66 OF THE VILLAGE OF EVANSTON, COOK
COUNTY, ILLINOIS; PART OF THE CHICAGO AND NORTHWESTERN RAILROAD RIGHT
OF WAY (FORMERLY CHICAGO, MILWAUKEE AND ST. PAUL RAILROAD RIGHT OF
WAY); PART OF BLOCK 18 IN THE VILLAGE OF EVANSTON; ALL OF BLOCKS 2 AND 3
IN CIRCUIT COURT SUBDIVISION IN PARTITION OF LOT 22 IN THE COUNTY CLERK'S
DIVISION OF UNSUBDIVIDED LANDS; AND PART OF VACATED CLARK STREET AND
EAST RAILROAD AVENUE; BEING IN THE NORTHWEST N AND THE SOUTHWEST 1/4
OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL
MERIDIAN, IN THE CITY OF EVANSTON, ACCORDING TO THE PLAT THEREOF
RECORDED JUNE 2, 1999 AS DOCUMENT 99528041, ALL IN COOK COUNTY, ILLINOIS.
CeiDOCS221048,0094966a1 1013!20003:11 Pm A-1
EXHIBIT B
LEGAL DESCRIPTION
OF SHERMAN AVENUE PARKING GARAGE
PARCEL I
LOTS 15 TO 18, BOTH INCLUSIVE, AND 33 TO 36, BOTH INCLUSIVE, IN BENSON'S
SUBDIVISION OF BLOCK 65 OF THE VILLAGE OF EVANSTON IN THE SOUTHWEST 1/4
OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL
MERIDIAN, IN COOK COUNTY, ILLINOIS (EXCEPT THE SOUTH 4 FEET OF LOTS 19 TO
32 TAKEN FOR WIDENING STREET THEREOF).
PARCEL2
ALL OF THE TWENTY FOUR (24) FOOT VACATED NORTH SOUTH ALLEY LYING EAST
AND ADJOINING LOTS 15 TO 18 BOTH INCLUSIVE, TOGETHER WITH THE NORTH TEN
(10) FEET OF THE TWENTY FOUR (24) FOOT ALLEY LYING SOUTH OF AND ADJOINING
LOTS 18 AND 33 AND THE SOUTH LINE OF SAID LOTS EXTENDED, AND THE VACATED
SOUTH TEN (10) FEET OF THE TWENTY FOUR (24) FOOT ALLEY LYING NORTH OF AND
ADJOINING LOTS 15 AND 36 AND THE NORTH LINE OF SAID LOTS EXTENDED, ALL IN
BLOCK 65 OF THE VILLAGE OF EVANSTON IN THE SOUTHWEST 1/4 OF SECTION 18,
TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUNTY, ILLINOIS.
CHID0CS22104&30949662110/320003:11 PM B-1
EXHIBIT C
LEGAL DESCRIPTION OF PROJECT
LOT 1 N THE FINAL PLAT OF DAVIS CHURCH RESUBDIVISION RECORDED OCTOBER
2, 2000 AS DOCUMENT 00766688, BEING A RESUBDIVISION OF PART OF DEMPSTER'S
SUBDIVISION OF BLOCK 66 OF THE VILLAGE (NOW CITY) OF EVANSTON, BEING A
SUBDIVISION N THE SOUTHWEST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE
14 EAST OF THE THIRD PRINCIPAL MERIDIAN, N COOK COUNTY, ILLNOIS.
CHIDOCSM104813094966.2110/3/20003:11 PM C-1
EXHIBIT C-1
DEPICTION OF RETAIL PORTION
(See attached)
CMDOCS22104813094966.21101320003:11 PM C-1-1
I
L6
L7
L8
I
L9
I
L10
I
L11
L12
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REVISIONS I CV
CHURCH
D
STREET
POINT OF
.4a)o'
�COMMENCEMENT
S 00110'59' E
N W-49.0E 0LDa49' UNNFENTPOvUfe1OFw'S.oes
17 7Ze \ a • µ
DAVIIS
SEE LEGAL DESCRIPTION EXHIBIT A AND
VERTICAL LIMITS EXHIBIT C FOR DETAILS
STREET
P
A
CONSnTMLTI).
McDOUGAL LITTELL OFFICE BUILDING
�iAIANHAM
CITY OF EVANSTON, ILLINOIS o
ENGINEERS • SURVEYORS • PLANNERS
8
•..ol
900 Woodlands Parkway Vernon Hills, Illinois 60061
F:OMMERCIAL RETAIL SPACE EXHIBIT B
IV
tel: B47/634-5550 far. 847/634-0095 http://w".WHARD-COM
DRAWN SY.W . W .I
RELEEA,SE 0411 7100ISCALE,
1' 59
OODE.QWPEV PROJECT. 2614
2000-10-24
THIS DOCUMENT PREPARED BY
AND AFTER RECORDING RETURN
TO:
Robert H. Goldman, Esq.
Piper Marbury Rudnick & Wolfe
203 North LaSalle Street
Chicago, Illinois 60601
v
This space reserved for Recorder's use only.
I/
Memorandum of Lease
17a08:49
'lII'YNIVIIVV
THIS MEMORANDUM OF LEASE (this "Memorandum"), dated as of theme' day of
OCt , 2000, is made by and between the CITY OF EVANSTON, a home rule unit of local
C government located in Cook County, Illinois ("Landlord"), and DAVIS CHURCH OFFICE
DEVELOPMENT, L.L.C,, a Delaware limited liability company ("Tenant");
RECITALS
A. Landlord is the fee simple title owner of that certain parcel of property located at the
comer of Sherman Avenue and Davis Street in Evanston, Illinois, legally described on Exhibit A
attached hereto and made a part hereof (the "Sherman Premises").
B. Landlord is the fee simple title owner of that certain parcel of property located at the
comer of Clark and Maple Street in Evanston, Illinois, legally described on Exhibit B attached hereto
and made a part hereof (the "Maple Premises").
C. Landlord and Tenant have entered into that certain Parking Lease dated as of even
date herewith (the "Lease"), pursuant to which Landlord has leased to Tenant the Sherman Premises
and the Maple Premises (collectively, the "Premises") upon the terms and conditions set forth in the
Lease.
D. Landlord and Tenant desire to set forth certain terms and provisions contained in the
Lease in this Memorandum for recording purposes.
CMDOCsvu 2I 1/3 u97s LI
NOW, THEREFORE, for and inconsideration of the rents reserved and the covenants and
conditions set forth in the Lease, Landlord and Tenant do hereby covenant, promise and agree as
follows:
1. Definitions. Capitalized terms used herein which are not otherwise defined herein
shall have the respective meanings ascribed to them in the Lease.
2. Grant of Lease. Pursuant to the Lease and this Memorandum, Landlord hereby
demises and leases to Tenant and Tenant hereby leases from Landlord a portion of the Premises upon .
the terms and conditions set forth herein and in the Lease.
3. Commencement Date.
(a) The Term shall commence on the date upon which the Tenant receives a temporary
certificate of occupancy for the occupancy of any portion of the Office Building to be constructed
on the land described on Exhibit C attached hereto and made a part hereof (the "Office Building
Parcel") and any portion of the Office Building is occupied for the intended use thereof.
(b) Once the Term has commenced, Landlord and Tenant agree to record an amendment
to this Memorandum setting forth the precise date upon which the Term commenced.
4. Expiration Date. The Term of the Lease shall expire, unless sooner terminated as
provided therein, if the Office Building Parcel has not been improved with an Office Building for
a period of three (3) years.
5. Rent. The Rent due and payable from Tenant to Landlord for the Term of the Lease
shall be determined and shall be payable pursuant to the terms and provisions of the Lease.
6. Continuous Oneration. Under the Lease, Landlord is obligated to continuously
operate aparking facilityat the Premises to fulfill Landlord's obligations underthe Lease, and subject
to and on such terms and conditions as set forth in, the Lease, provided that if a casualty to, or
condemnation of, all or anyportion ofthe Sherman Avenue Garage and/or the Maple Avenue Garage
prevents Tenant from using the Sherman Avenue Garage and/or the Maple Avenue Garage, then
Landlord is obligated to provide the Alternative Parking in accordance with the Lease.
[signatures follow]
Cruoocsv1 i:i u3isv751.1 2 U U,h;351 iti
IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum a's of
the date first written above.
TENANT:
DAVIS CHURCH OFFICE
DEVELOPMENT, L.L.C., a
a Delaware limited liability company
By: Mesirow Stein Development Services, Inc.,
an Illinois corporation, its Member
By: vv� L(
Name: M161M & SZk4TP4JW
Title: MAJJ&(14(6 fQ G� jA-'
CHIDOCS2/1121l,l15M LI
3
LANDLORD:
CITY OF EVANSTON
By: / `-''v '"
Name: Cru,e �
Title: Ci4 /''ien151(
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
�, La Notary Public in and for said County, in the State aforesaid, DO
M�cho-Q A"is )
HEREBY CERTIFY, that S a L Ui, personally known to me to be the A'i dAjof Mesirow Stein
Development Services, Inc, an Illinois corporation and Member of the DAVIS CHURCH OFFICE
DEVELOPMENT, L.L.C., a limited liability company of the State of Delaware (the "Company"),
whose name is subscribed to the within Instrument, appeared before me this day in person and
severally acknowledged that as such i Rn 4 he/tla signed and delivered the said
Instrument as /Ap);") R f said corporation, as his/her free and voluntary act and as the free and
voluntary act and deed of said corporation and said Company, for the uses and purposes therein set
forth,
GIVEN under my hand and Notarial Seal, this
VVVV
OFFICIAL. SEAL
LINDA HAWKINS
NOTARY PUBLIC, 9TATE_ge U 1
M missloN ExPlitE4; 12lOT/09
Not
My Commission Expires:
7�o3
CHI DOCS2/11211/5159751.1
L-Z-day of A.D., 2000.
/) 0," 3517-1'r;
STATE OF ILLINOIS )
SS.
COUNTY OF COOK )
I, 3ennirnua Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY, that 1�1 ee D. d2um , personally known to me to be the rA
4awgg? of the City of Evanston (the "City") a municipal corporation of the State of Illinois,
whose name is to the within Memorandum of Agreement, appeared before me this day in person and
acknowledged that as such &tea- 11 l kurn he/she signed and delivered the said
Memorandum of Agreement as � of said City, as hisfher frde and
voluntary act and as the free and voluntary act and deed of said City, for the uses and purposes
therein set forth.
GIVEN under my hand and Notarial Seal, this I�day of aat , A.D., 2000.
Not Public
My Commission Expires:
CMDOCS212101813121675.6
OFFICIAL SEAL
KATHLEEN F BRENNIMAN
NOTARY PUBLIC, STATE OF ILLINOIS
MY G0Mg4gSI0NFXP!F4%06f20104 .
OU,ti3S2702
EXHIBIT A
Legal Description of the Sherman Premises
PARCELI
LOTS 15 TO 18, BOTH INCLUSIVE, AND 33 TO 36, BOTH INCLUSIVE, IN BENSON'S
SUBDIVISION OF BLOCK 65 OF THE VILLAGE OF EVANSTON IN THE SOUTHWEST
1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS (EXCEPT THE SOUTH 4 FEET OF
LOTS 19 TO 32 TAKEN FOR WIDENING STREET THEREOF).
PARCEL 2:
ALL OF THE TWENTY FOUR (24) FOOT VACATED NORTH SOUTH ALLEY LYING
EAST AND ADJOINING LOTS 15 TO 18 BOTH INCLUSIVE, TOGETHER WITH THE
NORTH TEN (10) FEET OF THE TWENTY FOUR (24) FOOT ALLEY LYING SOUTH OF
AND ADJOINING LOTS 18 AND 33 AND THE SOUTH LINE OF SAID LOTS EXTENDED,
AND THE VACATED SOUTH TEN (10) FEET OF THE TWENTY FOUR (24) FOOT
ALLEY LYING NORTH OF AND ADJOINING LOTS 15 AND 36 AND THE NORTH LINE
OF SAID LOTS EXTENDED, ALL IN BLOCK 65 OF THE VILLAGE OF EVANSTON IN
THE SOUTHWEST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14 EAST OF
THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
CHI DOCS2/11211 /3159751.1
IItJhL,5172
EXHIBIT B
Legal Description of the Maple Premises
LOT 4 IN CHURCH MAPLE RESUBDIVISION, BEING A RESUBDIVISION OF PART OF
DEMPSTER'S SUBDIVISION OF BLOCK 66 OF THE VILLAGE OF EVANSTON, COOK
COUNTY, ILLINOIS; PART OF THE CHICAGO AND NORTHWESTERN RAILROAD
RIGHT OF WAY (FORMERLY CHICAGO, MILWAUKEE AND ST. PAUL RAILROAD
RIGHT OF WAY); PART OF BLOCK 18 IN THE VILLAGE OF EVANSTON; ALL OF
BLOCKS 2 AND 3 IN CIRCUIT COURT SUBDIVISION IN PARTITION OF LOT 22 IN THE
COUNTY CLERK'S DIVISION OF UNSUBDIVIDED LANDS; AND PART OF VACATED
CLARK STREET AND EAST RAILROAD AVENUE; BEING IN THE NORTHWEST 1/4
AND THE SOUTHWEST 114 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14 EAST
OF THE THIRD PRINCIPAL MERIDIAN, IN THE CITY OF EVANSTON, ACCORDING TO
THE PLAT THEREOF RECORDED DUNE 2, 1999 AS DOCUMENT 99528041, ALL IN
COOK COUNTY, ILLINOIS,
CHI DOCS2/1 I21 Iq 15975I.1
(/ Uh 351'7a
Exhibit C
LOT I IN DAVIS CHURCH RESUBDIVISION, BEING A RESUBDIVISION OF PART OF
DEMPSTER'S SUBDIVISION OF BLOCK 66 OF THE VILLAGE (NOW CITY) OF EVANSTON,
BEING A SUBDIVISION IN THE SOUTHWEST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH,
RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT
THEREOF RECORDED OCTOBER 2, 2000 AS DOCUMENT 00766688 IN COOK COUNTY,
ILLINOIS.
Commonly known as: 909 Davis Street, Evanston, Illinois
P.I.N.: 11-18-303-004-0000
11-18-303-008-0000
11-18-303-009-0000
11-18-303-010-0000
Exhibit 4
Permitted Title Exceptions
Matters disclosed by the Survey, except for those objected to by Developer pursuant
to and in accordance with Paragraph 17(b) of the Agreement.
2. Exceptions to title identified on Title Commitment No. 1401 007752491, effective
date September 26, 2000, issued by Chicago Title Insurance Company (a copy of
which is attached to this Agreement as Exhibit 8), as Schedule B exceptions
numbers 3 (CS), 5 (D), 6 (E), 7(K), 16 (AW), 17 (AY), 19 (BC), 20 (BG) , 21 (CT)
and 22 (CU).
CHIDOCS2/21048/3110827.13 1013/2000 3:59 PM 4-1
EXHIBIT 5
TIF Eligible Costs
CHI DOCS2.2104&9110827.0 IOO12000 3 59 PM 5-1
Mc000GAL LlITELL TIF ELIGIBLE COSTS MESIROW STEIN REAL ESTATE NC
EVANSTON OFFICE PROJECT. LOT 1 -budgeted-
- otal Shell & Core
Total Site Costs / TIF Eligible Expense
?ro•raia snare (for soft costs eligible)
Total Soft Costs ' TIF Eligible Expensr
TOTAL TIF ELIGIBLE EXPENSES
DIVISION
General Contract items
S18.W0 000
S1.153.505
6.10%
$671.088
$1,824,593
DESCRIPTION SITE COST
$1,153,505
DIVISION 2 • SITE WORK
Ramp Excavation
$14.150
DIVISION 2 • SITE WORK
Cut/Grade Driveway
$3.800
DIVISION 2 - SITE WORK
Curb & Gutter
914,400
DIVISION 2 - SITE WORK
Pavement
$39,250
DIVISION 2 • SITE WORK
Detention Basin
$380.000
DIVISION 2 - SITE WORK
Colored Concrete Sidewalk
$132,910
DIVISION 2 • SITE WORK
Landscape Pavers
$98.000
DIVISION 2 • SITE WORK
Landscape Allowance
$72,000
DIVISION 3 • CONCRETE
Parlarg Garage Ramp
$75.400
DIVISION 5 • METALS
Steel Railing at Parking Ramp
$9,6W
DIVISION 16 • ELECTRICAL
Site Lighting
$50.000
DIVISION • MISCELLANEOUS 2
General Conditions
$49.813
DIVISION • MISCELLANEOUS 2
Design Contingency
DIVISION - MISCELLANEOUS 2
Construction Contingency
$28,180
DIVISION • MISCELLANEOUS 2
Fee
$29,026
DIVISION • MISCELLANEOUS 2
GLU Insurance
$6,477
Owner Contract hems
DIVISION 2 • SITE WORK
SAO Utilities
$150,%0
NOTES
TIF ELIGIBLE
PRORATA
SOFT COST DESCRIPTION
TOTAL SOFT COST
SNARE
$6,384,359
write! P Oqm aim OMenrfee now
PERMITS
$214.493
$214,493 Ful pemA=11 o*Arq N MWRD penne
SURVEY
$14,645
$894
TESTING/CONSULTING
$79,696
$4,864
LEGAL & ACCOUNTING
$430,000
$101,500 One gUW rOf09ilaA=nVgFees
INSURANCE
$30,000
$1,831
A&E
$829,384
$50,619
REPRODUCTIONS
$25,000
$1,526
DEVELOPMENT FEE
$649,149
$39,619
PROJECT MANAGEMENT FEE
$724,149
$44,196
HARD COST CONTINGENCY Orgnal Budget br Nall Cost Contrgenay • $649,149
(Allocated to Cost Categories)
SOFT COST CONTINGENCY Orgnal Budget tar son Cost Cantrgeay • $108.222
(Allocated to Cost Categories)
FINANCING FEES $1.337.000 $81,600
INTEREST $2,030,843 $123,946
EXHIBIT 6
Schedule of Rental Pro -Forma for the
Intended Use
CHIDOCS2'2104&3110827 13106.40003:59 PM 6-1
Exhibit 6
to Redevelopment Agreement
YEAR
I
2
3
\ti RE>T PER RSF 3`,
SI100
$P 51
$1304
RSF
SPEC 1 .3 Year
11,041
11.041
11.041
SPEC 2 - 6 Year
22,460
22,460
22.460
SPEC 3 -9 Year
22,e88
22.688
22.685
SPEC RSF
56,189
56,189
56,199
VACANCY RATE
SPEC 1 .3 Year
f00%
1000°%
100.0°b
SPEC 2.6 Year
35%
0.0°%
00%
SPEC 3.9 Year
S%
00°%
00%
SPEC VACANCY RATE
35.7%
19.6%
19.6%
OCCUPIED RSF
SPEC 1- 3 Year
0
0
0
SPEC 2 .6 Year
14,599
22A60
22.460
SPEC 3 .9 Year
21.554
22.698
22,638
SPEC OCCUPIED RSF
36.153
45,148
45,148
GROSS POTENTIAL RENT
SPEC 1 .3 Year
S187,697
S193,328
S199ju
SPEC 2 .6 Year
$381,820
S393,275
S405,073
SPEC 3 .9 Year
$385,696
$397.267
$409.185
SPEC GROSS POTENTL41 RENT
S955,213
$983,869
S1,013,385
VACANCY & COLLECTION LOSS
SPEC 1.3 Year
($187,697)
(S193,328)
(SI99,128)
SPEC 2 -6 Year
(S I33,637)
SO
50
SPEC 3-9Yen Pre- SWULzadom
(519,285)
SO
50
SPEC VACANCY & COLLECTION LOSS (S733,074)
($340,619)
(5193,323)
(S399,128)
EFFECTIVE GROSS RENT
SPEC 1 - 3 Year
SO
s0
SO
SPEC 2 •6 Year
$248,183
S393,275
$405,073
SPEC 3 - 9 Year Pro- Stablllzatloe
S366,411
S397,267
$409,185
SPEC EFFECTIVE GROSS RENT S2,219,393
S614,594
S790,541
S814,258
REPAYMENT TO ANCHOR OF ACCRUED BALANCE DUE
(S46.270)
SO
SO
SPEC EFFECTIVE GROSS INCOME
S568,324
S790,541
$814,258
(AFTER OPERATING EXPENSES BUT BEFORE PROPERTY TAXES)
S10.11
$14.07
S14.49
3-YEAR OPT10N SPACE ONLY
SPEC t (ONLY) EFFECTIVE GROSS RENT
SO
S0
S0
ANNUAL "EXCESS OPERATING EXPENSES" ACCRUING TO ANCHOR
(546,270)
(326,262)
(S27,050)
BALANCE - DEFICIT OR FUNDS AVAILABLE FOR DISTRIBUTION
(S46,270)
($26,262)
(S27,050)
Notes:
1 SPEC EFFECTIVE GROSS RENT to Triple Net and orpresenn the income level for the Project above which the landlord will apply such income
to offset McDougal Linellb expenses.
2. Spec. Space Income is based upon standard lease teams including: 5321nf T.I. Allowance, S 1.501nf AfE fees and S1.00lnf moving allowance.
3 Spec Deal costs, Such a above standard TJ., shall be amortized and carved as a redumon from Net Income.
4. Landlord's repayment to McDougal continues, Year 4 and after if Spec Effernve Gross Income is above S838,685.
Prepared by MSDS, Inc. 09114/Y000 Income RDA Exhibit 6.xis
EXHIBIT 7
GENERAL OUITCLAINI ASSIGNMENT
THIS GENERAL QUITCLAIM ASSIGNMENT ("Assignment") is executed by the
CITY OF EVANSTON, a municipal corporation ("Assignor") in favor of DAVIS CHURCH
OFFICE DEVELOPMENT, L.L.C., a Delaware limited liability company ("Assignee") with
reference to the following facts:
A. Assignor and Assignee have entered into that certain Redevelopment Agreement
dated as of , 2000 (the "Agreement"), in which Assignor has agreed to sell and Assignee
has agreed to purchase that certain Development Parcel located South of Church Street, north of
Davis Street and between the CTA and Ivletra rapid transit lines in the City of Evanston, Cook
County, Illinois as more particularly described in Exhibit A attached thereto (the "Development
Parcel").
B. Pursuant to the Agreement, Assignor has agreed to assign to Assignee, all of
Assignor's right, title and interest, if any, in and to the following, to the extent the same are issued
and assignable: (i) any and all existing licenses and permits relating to the occupation and operation
of the Development Parcel; and (ii) each and every now existing and outstanding bond, warranty and
guarantee relating to the Development Parcel, if any (collectively, the "Assigned Items"). All
capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
NOW, THEREFORE, for valuable consideration paid by Assignee, the receipt of which is
hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignor hereby conveys, assigns, sets over onto and transfers to Assignee all of
Assignor's right, title and interest in and to all of the Assigned Items.
2. Assignee hereby accepts the foregoing assignment subject to the terms and conditions
herein contained.
3. Assignor agrees to be responsible and pay for any expenses that relate to the Assigned
Items and that accrued as of or prior to the date of execution hereof, and Assignee agrees to be
responsible and pay for any expenses that relate to the Assigned Items and that accrued from and
after the date of execution hereof.
4. Assignor agrees to execute, acknowledge and deliver to Assignee, Assignee's
successors, nominees or assigns, and do all such further acts, instruments and assurances and to take
all such further action from and after the date hereof as Assignee or they may reasonably request in
order to fully assign and transfer to and vest in Assignee or Assignee's successors, nominees and
assigns, and protect Assignee's or their right, title and interest in and to all of the Assigned Items and
cxtoocs221048.3110827.131013.2000359PM 7-1
rights of Assignor intended to be transferred and assigned hereby, or toenable Assignee. Assignee's
successors, nominees and assigns to realize upon or otherwise enjoy such rights and Sale Parcel.
Dated as of
ASSIGNOR:
ASSIGNEE:
DAVIS CHURCH OFFICE DEVELOPMENT,
L.L.C. , a Delaware limited liability company
0
Name:
Title:
CITY OF EVANSTON
0
Name:
Title:
CHIDOCS221048,31108271310%3R0003:59 PM 7-2
EXHIBIT 8
Title Commitment
(See Attached)
CHI D0052210J8,auo827.13 io,sa000 3.59 PM 8-1
COMMITMENT FOR TITLE INSURANCE
0
Chicago Title Insurance Company
Providing Title Related Services Since 1847
CHICAGO TITLE INSURANCE COMPANY. a Missouri corporation, herein called the Company, for a
valuable consideration, hereby commits to issue Its policy or policies of title insurance, as identified in Schedule A
(which policy or policies cover title risks and are subject to the Exclusions from Coverage and the Conditions and
Stipulations as contained in said policy/ies) in favor of the pro osed Insured named in Schedule A, as owner or
mortgagee of the estate or interest in the land descr bed or referred to in Schedule A, upon payment of the
premiums and charges therefor, all sub1'ect to the provisions of Schedules A and B hereof and to the Commitment
Conditions and Stipulations which are hereby inco orated by reference and made a part of the Commitment. A
complete copy of the Commitment Conditions andtipulations is available upon reqquest and such include, but are
not limited to, the proposed Insured's obligation to disclose, in writing, knowledge of any additional defects, iiens.
encumbrances, adverse claims or other matters which are not contained in the Commitment: provisions that the
Company's liability shall in no event exceed the amount of the policy/ies as stated in Schedule A hereof, must be
based on the terms of this Commitment, shall be only to the proposed Insured and shall be only for actual loss
incurred n good faith reliance on this Comm[tment and Provisions relating to the General Exceptions, to which
the policy/ies will be subject unless the same are disposed of to the satisfaction of the Company.
This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy
or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the
issuance of this Commitment or by issuance of a revised Commitment.
This Commitment is preliminary to the issuance of such policy or Policies of title insurance and all liability and
obligations hereunder shall cease and terminate six months after the effective date hereof or when the policy or
policies committed for shall -issue, whichever first occurs, provided that the failure to issue such policy or policies
is not the fault of the Company.
This Commitment is based upon a search and examination of Company records and/or public records by the
Company. Utilization of the information contained herein by an entity other than the Company or a member of
the Chicago Title and Trust Family of Title Insurers for the purpose of issuing a title commitment or policy or
policies shall be considered a violation of the proprietary rights of the Company of its search and examination
work product.
This Commitment shall not be valid or binding until signed by an authorized signatory.
Issued By: CHICAGO TITLE INSURANCE COMPANY
CHICAGO TITLE INSURANCE COMPANY
171 N. CLARK STREET
CHICAGO, IL 60601
Refer Inquiries To:
(312)223.3025
sy
uthorized Signatory
Commitment No.: 1 1401 007752491 o1 I
COMA11T VW dg CR4 10/03/00
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE A
YOUR REFERENCE: PARCEL 18 - CHURCH ST. PLAZA ORDER NO.: 1401 007752491 Dl
EFFECTIVE DATE: SEPTEMBER 26, 2000
I. POLICY OR POLICIES TO BE ISSUED:
OWNER'S POLICY: ALTA OWNERS 1992
AMOUNT: $640,000.00
PROPOSED INSURED: DAVIS CHURCH OFFICE DEVELOPMENT L.L.C.
2. THE ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO IN THIS COMMITMENT
AND COVERED HEREIN IS A FEE SIMPLE UNLESS OTHERWISE NOTED.
3. TITLE TO SAID ESTATE OR INTEREST IN SAID LAND IS AT THE EFFECTIVE DATE VESTED IN:
PRO FORMA TITLE FINDING: DAVIS CHURCH OFFICE DEVELOPMENT L.L.C., A DELAWARE
LIMITED LIABILITY COMPANY
ACTUAL TITLE FINDING AS OF MAY 24, 2000:
CITY OF EVANSTON, A MUNICIPAL CORPORATION
4. MORTGAGE OR TRUST DEED TO BE INSURED:
NONE
RINRCSAI
CR4 PAGE Al CR4 10/03/00 10:03:31
CHICAGO TITLE INSURANCE COMPANY
5.
COMMITMENT FOR TITLE INSURANCE
SCHEDULE A (CONTINUED)
ORDER NO.: 1401 007752491 D1
THE LAND REFERRED TO IN THIS CONINIITNIENT IS DESCRIBED AS FOLLOWS:
(A)
PARCEL 1:
LOT 1 IN THE PROPOSED FINAL PLAT OF DAVIS CHURCH RESUBDIVISION RECORDED OCTOBER
2, 2000 AS DOCUMENT 00766688, BEING A RESUBDIVISION OF PART OF DEMPSTER'S
SUBDIVISION OF BLOCK 66 OF THE VILLAGE (NOW CITY) OF EVANSTON, BEING A SUBDIVSION
IN THE SOUTHWEST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS
(B)
THE LEASEHOLD ESTATE (SAID LEASEHOLD ESTATE BEING DEFINED IN PARAGRAPH 1(H) OF
THE CONDITIONS AND STIPULATIONS OF THE POLICY), CREATED BY THE INSTRUMENT HEREIN
REFERRED TO AS THE LEASE, EXECUTED BY: THE CITY OF EVANSTON, A MUNICIPAL
CORPORATION, AS LESSOR, AND DAVIS CHURCH OFFICE DEVELOPMENT, L.L.C., A DELAWARE
LIMITED LIABILITY COMPANY, AS LESSEE, DATED -, 2000, A MEMORANDUM OF WHICH LEASE
WAS RECORDED - AS DOCUMENT -, WHICH LEASE DEMISES THE FOLOWING PORTIONS OF THE
LAND: THE "MANDATORY AMOUNT" (AS DEFINED IN SAID LEASE) OF UNASSIGNED AND
UNRESERVED AUTOMOBILE PARKING SPACES AS REPRESENTED BY SEPARATE MONTHLY
PASSES/PERMITS UP TO 50% OF WHICH SPACES SHALL BE LOCATED AT THE "SHERMAN AVENUE
GARAGE" REFERRED TO BELOW AS PARCEL 2 AND PARCEL 3, AND THE BALANCE OF WHICH
SPACES SHALL BE LOCATED AT THE "MAPLE AVENUE GARAGE", REFERRED TO BELOW AS
PARCEL 4, AS BOTH GARAGES ARE DEFINED IN SAID LEASE TOGETHER WITH THE RIGHT TO
USE IN COMMON (A) THE COMMON LOBBIES, CORRIDORS, STAIRWAYS, STAIRWELLS,
ESCALATORS AND ELEVATORS OF THE GARAGE IN COMMON WITH OTHERS AND (B) COMMON
WALKWAYS, PARKING AREAS AND DRIVEWAYS NECESSARY FOR COMMON INGRESS AND EGREES TO
THE GARAGE LAND FOR A TERM OF YEARS BEGINNING ON THE DATE THAT TENANT OBTAINS A
TEMPORARY CERTIFICATE OF OCCUPANCY OF ANY PORTION OF THE OFFICE BUILDING AND
SHALL EXPIRE ON THE DATE THAT THE LAND DESCRIBED -IN EXHIBIT C TO SAID LEASE IS
NO LONGER IMPROVED WITH THE OFFICE BUILDING, AS TO PARCELS 2, 3 AND 4 OF THE
LAND.
PARCEL 2:
(SHERMAN AVENUE GARAGE)
LOTS 15 TO 18, BOTH INCLUSIVE, AND 33 TO
SUBDIVISION OF BLOCK 65 OF THE VILLAGE OF
SECTION 18, TOWNSHIP 41, RANGE 14 EAST OF
COUNTY, ILLINOIS (EXCEPT THE SOUTH 4 FEET
STREET THEREOF).
PARCEL 3:
(SHERMAN AVENUE GARAGE)
36, BOTH INCLUSIVE, IN BENSON'S
EVANSTON IN THE SOUTHWEST 1/4 OF
THE THIRD PRINCIPAL MERIDIAN, IN COOK
OF LOTS 19 TO 32 TAKEN FOR WIDENING
RNRLEGAL
CR4
PAGE A2 CR4 10/03/00 10:03:32
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE A (CONTINUED)
ORDER NO.: 1401 007752491 D1
ALL OF THE TWENTY FOUR (24) FOOT VACATED NORTH SOUTH ALLEY LYING EAST AND ADJOINING
LOTS 15 TO 18 BOTH INCLUSIVE, TOGETHER WITH THE NORTH TEN (10) FEET OF THE TWENTY
FOUR (24) FOOT ALLEY LYING SOUTH OF AND ADJOINING LOTS 18 AND 33 AND THE SOUTH LINE
OF SAID LOTS EXTENDED, AND THE VACATED SOUTH TEN (10) FEET OF THE TWENTY FOUR (24)
FOOT ALLEY LYING NORTH OF AND ADJOINING LOTS 15 AND 36 AND THE NORTH LINE OF SAID
LOTS EXTENDED, ALL IN BLOCK 65 OF THE VILLAGE OF EVANSTON IN THE SOUTHWEST 1/4 OF
SECTION 18, TOWNSHIP 41, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUNTY, ILLINOIS.
PARCEL 4:
(MAPLE AVENUE GARAGE)
LOT 4 IN CHURCH MAPLE RESUBDIVISION, BEING A RESUBDIVISION OF PART OF DEMPSTER'S
SUBDIVISION OF BLOCK 66 OF THE VILLAGE OF EVANSTON, COOK COUNTY, ILLINOIS; PART OF
THE CHICAGO AND NORTHWESTERN RAILROAD RIGHT OF WAY (FORMERLY CHICAGO, MILWAUKEE AND
ST. PAUL RAILRAOD RIGHT OF WAY); PART OF BLOCK 18 IN THE VILLAGE OF EVANSTON; ALL OF
BLOCKS 2 AND 3 IN CIRCUIT COURT SUBDIVISION IN PARTITION OF LOT 22 IN THE COUNTY
CLERK'S DIVISION OF UNSUBDIVIDED LANDS; AND PART OF VACATED CLARK STREET AND EAST
RAILRAOD AVENUE; BEING IN THE NORTHWEST 1/4 AND THE SOUTHWEST 1/4 OF SECTION 18,
TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN THE CITY OF
EVANSTON, ACCORDING TO THE PLAT THEREOF RECORDED JUNE 2, 1999 AS DOCUMENT 99528041,
ALL IN COOK COUNTY, ILLINOIS.
RCSCHAz PAGE A 3
CR4 10:03:33
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B
ORDER NO.: 1401 007752491 D1
1. IF EXTENDED COVERAGE OVER THE FIVE GENERAL EXCEPTIONS IS
REQUESTED, WE SHOULD BE FURNISHED THE FOLLOWING:
A. A CURRENT ALTA/ACSM OR ILLINOIS LAND TITLE SURVEY CERTIFIED TO
CHICAGO TITLE INSURANCE COMPANY;
B. A PROPERLY EXECUTED ALTA STATEMENT;
C. UTILITY LETTERS FROM THE MUNICIPALITY OR COUNTY (IF
UNINCORPORATED), LOCAL GAS, ELECTRIC AND TELEPHONE COMPANIES
AND IF APPLICABLE, THE LOCAL CABLE TELEVISION COMPANY.
MATTERS DISCLOSED BY THE ABOVE DOCUMENTATION WILL BE SHOWN
SPECIFICALLY.
NOTE: THERE WILL BE AN ADDITIONAL CHARGE FOR THIS COVERAGE
2, NOTE FOR INFORMATION: THE COVERAGE AFFORDED BY THIS COMMITMENT AND
ANY POLICY ISSUED PURSUANT HERETO SHALL NOT COMMENCE PRIOR TO THE
DATE ON WHICH ALL CHARGES PROPERLY BILLED BY THE COMPANY HAVE BEEN
FULLY PAID.
CS 3.
1. TAXES FOR THE YEAR(S) 1999 AND 2000
2000 TAXES ARE NOT YET DUE OR PAYABLE.
1A. NOTE: 1999 FIRST INSTALLMENT WAS DUE MARCH 01, 2000
NOTE: 1999 FINAL INSTALLMENT NOT DELINQUENT BEFORE OCTOBER 3, 2000.
PERM TAX# PCL YEAR 1ST INST STAT 2ND INST STAT
11-18-117-001-0000 1 OF 8 1999 NOT BILLED NOT BILLED
THIS TAX NUMBER PART OF PARCEL IN QUESTION AND OTHER PROPERTY.
(AFFECTS PARCEL 4 & OTHER PROPERTY)
11-18-303-004-0000 2 OF 8 1999 NOT BILLED NOT BILLED
THIS TAX NUMBER AFFECTS PART OF PARCEL IN QUESTION.
(PART OF PARCEL 1)
11-18-303-008-0000 3 OF 8 1999 $22,919.78 PAID $23,915.18 PAID
THIS TAX NUMBER AFFECTS PART OF PARCEL IN QUESTION.
(PART OF PARCEL 1)
RNRCBI
CR4 PAGE B1 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 D1
PERM TAX# PCL YEAR 1ST INST STAT 2ND INST STAT
11-18-303-009-0000 4 OF 8 1999 NOT BILLED NOT BILLED
THIS TAX NUMBER AFFECTS PART OF PARCEL IN QUESTION.
(PART OF PARCEL 1)
11-18-303-010-0000 5 OF 8 1999 NOT BILLED NOT BILLED
THIS TAX NUMBER AFFECTS PART OF PARCEL IN QUESTION.
(PART OF PARCEL 1)
11-18-304-010-0000 6 OF 8 1999 NOT BILLED NOT BILLED
THIS TAX NUMBER AFFECTS PART OF PARCEL IN QUESTION.
(AFFECTS PART PARCELS 2 & 3)
11-18-304-025-0000 7 OF 8 1999 NOT BILLED NOT BILLED
THIS TAX NUMBER AFFECTS PART OF PARCEL IN QUESTION.
(AFFECTS PART PARCELS 2 & 3)
11-18-304-026-0000 8 OF 8 1999 NOT BILLED NOT BILLED
THIS TAX NUMBER AFFECTS PART OF PARCEL IN QUESTION.
(AFFECTS PART PARCELS 2 & 3)
AS 4. MUNICIPAL REAL ESTATE TRANSFER TAX STAMPS (OR PROOF OF EXEMPTION) MUST
ACCOMPANY ANY CONVEYANCE AND CERTAIN OTHER TRANSFERS OF PROPERTY LOCATED IN
EVANSTON. PLEASE CONTACT SAID MUNICIPALITY PRIOR TO CLOSING FOR ITS SPECIFIC
REQUIREMENTS, WHICH MAY INCLUDE THE PAYMENT OF FEES, AN INSPECTION OR OTHER
APPROVALS.
D 5. RELEASE OF ALL CLAIMS FOR DAMAGES WHICH MAY GROW OUT OF OR BE CAUSED BY REASON
OF THE CONSTRUCTION AND OPERATION OF THE RAILROAD ON AND ACROSS THE PREMISES
CONVEYED, BEING LOTS 1, 2 AND 3 IN BLOCK 66 AFORESAID CONTAINED IN DEED DATED
JUNE 1, 1886, AND RECORDED JUNE 2, 1886, AS DOCUMENT 722767 FROM JOHN LYMAN
AND CATHERINE LYMAN, HIS WIFE, TO CHICAGO EVANSTON AND LAKE SUPERIOR RAILWAY
COMPANY, A CORPORATION OF ILLINOIS.
E
(AFFECTS PARCEL 1)
6. RESERVATION OF A PERPETUAL EASEMENT FOR THE PRESENT FOOTING OF THE MILWAUKEE
TRUSTEES NORTHWESTERLY ABUTMENT AT DAVIS STREET AND FOR THE FOOTINGS (ENTIRELY
RCSCHBCO PAGE B 2
CR4 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
K 7.
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 D1
UNDERGROUND) OF'A WING WALL TO BE CONSTRUCTED BY THE MILWAUKEE TRUSTEES ON
THEIR PROPERTY ALONG THE 30 FOOT LINE THEREIN DESCRIBED AS EXTENDING
NORTHWESTERLY FROM THE NORTH LINE OF DAVIS STREET, AND FURTHER RESERVING A
PERPETUAL EASEMENT ALONG THE EASTERLY 3 FEET OF THE THEREIN DESCRIBED PREMISES
EXTENDING NORTHERLY OF SAID 30 FOOT LINE FOR THE FOOTING (ENTIRELY
UNDERGROUND) OF A RETAINING WALL TO BE CONSTRUCTED IN THE FUTURE BY THE
MILWAUKEE TRUSTEES, THEIR SUCCESSORS AND ASSIGNS, ON THEIR PROPERTY ALONG THE
EASTERLY BOUNDARY OF SAID LAND IN THE DEED FROM HENRY A. SCANDRETT, WALTER J.
CUMMINGS AND GEORGE 1. HAIGHT, NOT AS INDIVIDUALS, BUT SOLELY AS TRUSTEES OF
THE PROPERTY OF THE CHICAGO, MILWAUKEE, ST, PAUL AND PACIFIC RAILROAD COMPANY,
TO WIEBOLDT STORES, INC., A CORPORATION OF ILLINOIS, DATED DECEMBER 10, 1942,
AND RECORDED JANUARY 11, 1943, AS DOCUMENT 13015552.
(AFFECTS PARCEL 1)
THE LAND LIES WITHIN THE BOUNDARIES OF A TAX INCREMENT REDEVELOPMENT PROJECT
AS DISCLOSED BY ORDINANCES RECORDED AS SHOWN BELOW, AND IS SUBJECT TO
ADDITIONAL TAXES UNDER THE TERMS OF SAID ORDINANCES AND SUBSEQUENT RELATED
ORDINANCES:
ORDINANCE NUMBER 152-0-84 AS EVIDENCED BY THE FOLLOWING DOCUMENTS:
DOCUMENT NUMBER 27483222 RECORDED MARCH 21, 1985
DOCUMENT NUMBER 27467088 RECORDED MARCH 7, 1985
DOCUMENT NUMBER 85033663 RECORDED MAY 23, 1985;
ORDINANCE NUMBER 153-0-84 AS EVIDENCED BY THE FOLLOWING DOCUMENTS:
DOCUMENT NUMBER 27483223 RECORDED MARCH 21, 1985
DOCUMENT NUMBER 27467089 RECORDED MARCH 7, 1985
DOCUMENT NUMBER 85033664 RECORDED MAY 23, 1985;
ORDINANCE NUMBER 154-0-84 AS EVIDENCED BY THE DOCUMENTS RECORDED AS DOCUMENT
NUMBERS 27483224, 27467090 AND 85033665.
DOCUMENT NUMBER 27483224 RECORDED MARCH 21, 1985
DOCUMENT NUMBER 27467090 RECORDED MARCH 7, 1985
DOCUMENT NUMBER 85033665 RECORDED MAY 23, 1985;
ORDINANCE NUMBER 60-0-94 BY THE DOCUMENT RECORDED JULY 7, 1995, AS DOCUMENT
95439436.
R 8. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND EASEMENTS FOR
NORTHWESTERN UNIVERSITY/EVANSTON RESEARCH PARK RECORDED MARCH 24, 1988 AS
RCSCHBCO PAGE B 3
CR4 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 D1
DOCUMENT 88122453 REGARDING INTER ALIA, ASSESSMENTS, OPERATION OF THE PARK,
COVENANTS AND RESTRICTIONS ON USE, DEVELOPMENT GUIDELINES, MAINTENANCE
STANDARDS, COMMON FACILITIES, DURATION, ENFORCEMENT AND EASEMENTS.
NOTE: THIS EXCEPTION WILL BE WAIVED UPON THE CONVEYANCE FROM THE CITY OF
EVANSTON TO DAVIS CHURCH OFFICE DEVELOPMENT L.L.C. OR ITS NOMINEE (BUYER)
PROVIDED THAT AS OF THE DATE OF SAID CONVEYANCE THE CITY OF EVANSTON HAS NOT
PREVIOUSLY SUBJECTED THE SUBJECT PREMISES TO THE AFOREMENTIONED DECLARATION.
(AFFECTS PARCEL 1 & OTHER PROPERTY)
T 9. EXISTING UNRECORDED LEASES AND ALL RIGHTS THEREUNDER OF THE LESSEES AND OF ANY
PERSON OR PARTY CLAIMING BY, THROUGH OR UNDER THE LESSEES.
NOTE: THIS EXCEPTION MAY BE WAIVED WITH A PROPERLY EXECUTED ALTA STATEMENT
EXECUTED BY THE PARTIES TO THIS TRANSACTION.
U 10. WE SHOULD BE FURNISHED A STATEMENT THAT THERE IS NO PROPERTY MANAGER EMPLOYED
TO MANAGE THE LAND, OR, IN THE ALTERNATIVE, A FINAL LIEN WAIVER FROM ANY SUCH
PROPERTY MANAGER.
NOTE: THIS EXCEPTION MAY BE WAIVED WITH A PROPERLY EXECUTED ALTA STATEMENT
EXECUTED BY THE PARTIES TO THIS TRANSACTION.
AO 11. RIGHT OF ANY INTERESTED PARTY TO HAVE SET ASIDE, MODIFIED OR REVERSED THE
JUDGMENTS OR ORDERS ENTERED IN CASE NUMBER 98 L 50254 BY ANY DIRECT
PROCEEDING.
NOTE: THIS EXCEPTION WILL BE WAIVED UPON THE RECORDING OF A CONVEYANCE TO A
BONA FIDE PURCHASER -FOR VALUE PROVIDED THAT NO ATTACK IS THEN PENDING.
(AFFECTS PARCEL 1)
Z 12. GRANT OF EASEMENT DATED APRIL 18, 1960 AND RECORDED MAY 31,1960 AS DOCUMENT
17868216 MADE BY GUS THEDOS TO NORTHERN ILLINOIS GAS COMPANY, A CORPORATION OF
ILLINOIS, ITS SUCCESSORS AND ASSIGNS, GRANTING THE RIGHT TO LAY, MAINTAIN,
OPERATE, RENEW AND REMOVE A GAS MAIN AND OTHER NECESSARY GAS FACILITIES
TOGETHER WITH THE RIGHT OF ACCESS THERETO FOR SAID PURPOSES, IN, UPON, UNDER,
ALONG AND ACROSS THE EAST 5 FEET OF THE WEST 9 FEET OF THE NORTH 76 FEET OF
LOT 9, ALSO THE NORTH 5 FEET OF THE SOUTH 77 FEET OF THE WEST 9 FEET OF LOT 9
ALSO THE NORTH 5 FEET OF THE SOUTH 77 FEET OF LOT 10 ALSO THE NORTH 5 FEET OF
THE SOUTH 75 FEET OF THE EAST 5 FEET OF LOT 11 ALL IN BLOCK 66 IN THE
SOUTHWEST 1/4.
(AFFECTS PARCEL 1)
AF 13. EXISTING UNRECORDED LEASE TO PINE YARD RESTAURANT AND ALL RIGHTS THEREUNDER OF
THE LESSEES AND OF ANY PERSON OR PARTY CLAIMING BY, THROUGH OR UNDER THE
LESSEES.
RcscHBco PAGE B 4
CR4 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 O7
NOTE: THIS EXCEPTION WILL BE WAIVED WITH A PROPERLY EXECUTED ALTA STATEMENT
FROM ALL BUYERS AND SELLERS, SUBJECT TO THE INFORMATION AS DISCLOSED THEREIN
(AFFECTS PARCEL 1)
AK 14. WATER AND/OR SEWER SERVICES LIEN IN FAVOR OF THE CITY OF EVANSTON, A MUNICIPAL
CORPORATION, AGAINST THE PREMISES COMMONLY KNOWN AS 1620 EAST RAILROAD AVENUE,
EVANSTON, ILLINOIS, RECORDED SEPTEMBER 24, 1980, AS DOCUMENT NUMBER 25596343
IN THE AMOUNT OF $323.35.
(AFFECTS PARCEL 1)
AV 15. IN ORDER FOR THE COMPANY TO INSURE TITLE COMING THROUGH THE SALE OR TRANSFER
OF LAND FROM THE MUNICIPALITY IN TITLE, WE SHOULD BE FURNISHED A CERTIFIED
COPY OF THE ORDINANCE OR RESOLUTION AUTHORIZING THE CONVEYANCE, TOGETHER WITH
THE NUMBER OF AYES AND NAYS FOR ITS PASSAGE, AND EVIDENCE OF ANY REQUIRED
PUBLICATION.
IF SAID MUNICIPALITY IS A "HOME RULE UNIT" PURSUANT TO ARTICLE 7, SECTION 6 OF
THE ILLINOIS CONSTITUTION, WE SHOULD BE FURNISHED EVIDENCE OF COMPLIANCE WITH
THE MUNICIPALITY'S ORDINANCE(S) WHICH RELATE TO THE SALE OR TRANSFER OF
MUNICIPAL PROPERTY.
THIS COMMITMENT IS SUBJECT TO SUCH ADDITIONAL EXCEPTIONS, IF ANY, AS MAY BE
DEEMED NECESSARY AFTER OUR REVIEW OF THESE MATERIALS.
AV 16. EASEMENT IN FAVOR OF CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY, A
DELAWARE CORPORATION, AND ITS/THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
(GRANTOR) FOR THE PURPOSE OF CONSTRUCTING, RECONSTRUCTING AND MAINTAINING
GRANTOR'S RETAINING WALL, THE STAIR ENCLOSURES, FENCE ATOP SAID WALL AND
LIGHTING FIXTURES, AS WELL AS THE NORTHERLY, SOUTHERLY AND EASTERLY WALLS OF
THE DAVIS STREET PASSENGER STATION, INCLUDING WINDOWS, GUTTERS AND DOWNSPOUTS,
AND THE ROOF OVERHANG OVER THE FOLLOWING DESCRIBED REAL ESTATE, TOGETHER WITH
THE RIGHT TO PARK MAINTENANCE EQUIPMENT ON SAID REAL ESTATE, SUBJECT TO THE
PROVISIONS RELATING THERETO CONTAINED IN THE DEED RECORDED/FILED MARCH 2, 1999
AS DOCUMENT NO. 99196571, AFFECTING A STRIP OF LAND 10 FEET IN WIDTH EXTENDING
FROM DAVIS STREET TO CHURCH STREET AND PARALLEL WITH AND ADJACENT TO THE
SOUTHWESTERLY BOUNDARY OF THE FOLLOWING DESCRIBED PARCEL OF LAND:
A PARCEL OF LAND IN THE SOUTHWEST 1/4 OF SECTION 18, TOWNSHIP 41 NORTH, RANGE
14, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF LOT 1 IN DEMPSTER'S SUBDIVISION OF BLOCK
66 IN THE CITY OF EVANSTON, RECORDED AUGUST 23, 1860; THENCE ON AN ASSUMED
BEARING OF SOUTH 89 DEGREES 49 MINUTES 01 SECONDS WEST, ALONG THE NORTH LINE
OF SAID SUBDIVISION, 324,29 FEET TO THE NORTHWEST CORNER OF LOT 12 IN SAID
SUBDIVISION, SAID POINT BEING ON THE EASTERLY RIGHT OF WAY LINE OF THE
CHICAGO, MILWAUKEE AND ST. PAUL RAILROAD COMPANY AS DESCRIBED IN THE DEED
RECORDED APRIL 29, 1854, IN BOOK 75, PAGE 482, IN COOK COUNTY, ILLINOIS, SAID
POINT ALSO BEING THE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID RIGHT
RCSCHBCO PAGE B 5
CR4 CR4 10/03/00 10:03:40
CHICACO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
OF WAY ALONG A CURVED LINE
CIRCLE BEARS SOUTH 57 DEGRE
ANGLE 5 DEGREES 04 MINUTES
SAID DEMPSTER'S SUBDIVISION
WEST ALONG THE SOUTH LINE 0
NORTH LINE OF DAVIS STREET,
RETAINING WALL OF THE CHICA
FOLLOWING SAID RETAINING WA
29 DEGREES 05 MINUTES 26 SE
MINUTES 34 SECONDS WEST, 7.
SECONDS WEST, 188.99 FEET;
23.82 FEET; THENCE NORTH 28
THENCE SOUTH 60 DEGREES 54
ORDER NO.: 1401 007752491 D1
iAVING A RADIUS OF 5815 FEET, WHOSE CENTER OF
:S 58 MINUTES 26 SECONDS WEST, 514.42 FEET. CENTRAL
)7 SECONDS, TO THE SOUTHWEST CORNER OF LOT 27 OF
THENCE SOUTH 89 DEGREES 48 MINUTES 02 SECONDS
SAID SUBDIVISION, SAID SOUTH LINE ALSO BEING THE
47,84 FEET TO THE SOUTHEAST CORNER OF THE EXISTING
30 AND WESTERN RAILROAD; THENCE NORTHWESTERLY
_L ALONG THE FOLLOWING SEVEN COURSES: THENCE NORTH
)ONDS WEST, 55.96 FEET; THENCE SOUTH 60 DEGREES 34
)0 FEET; THENCE NORTH 28 DEGREES 42 MINUTES 30
(HENCE NORTH 60 DEGREES 56 MINUTES 37 SECONDS EAST,
DEGREES 39 MINUTES 45 SECONDS WEST, 169.57 FEET;
,IINUTES 41 SECONDS WEST, 23.96 FEET; THENCE NORTH
28 DEGREES 28 MINUTES 48 SECONDS WEST, 99.78 FEET TO A POINT ON THE NORTH LINE
OF SAID DEMPSTER'S SUBDIVISION, SAID LINE ALSO BEING THE SOUTH LINE OF CHURCH
STREET; THENCE NORTH 89 DEGREES 49 MINUTES 01 SECONDS EAST, 47.82 FEET TO THE
POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS.
(AFFECTS PARCEL 1)
AY 17. EASEMENT IN FAVOR OF CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY, A
DELAWARE CORPORATION, AND ITS/THEIR RESPECTIVE LESSEES, LICENSEES, SUCCESSORS,
AND ASSIGNS, TO CONTINUE TO PROTECT, MAINTAIN, OPERATE, AND USE AND USE ANY
AND ALL EXISTING DRAINAGE, DRIVEWAYS, CONDUITS, SEWERS, WATER MAINS, GAS
LINES, ELECTRIC POWER LINES, COMMUNICATION LINES, WIRES' AND OTHER UTILITIES
AND EASEMENTS OF ANY KIND ON THE SUBJECT PROPERTY, INCLUDING THE REPAIR,
RECONSTRUCTION AND REPLACEMENT THEREOF, CONTAINED IN THE DEED RECORDED/FILED
MARCH 2, 1999 AS DOCUMENT NO. 99196571.
(AFFECTS PARCEL 1)
BB 18. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR OR MATERIAL, HERETOFORE OR
HEREAFTER FURNISHED, IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS.
NOTE: THIS EXCEPTION MAY BE DELETED UPON RECEIPT OF A CURRENT ALTA STATEMENT
DISCLOSING ANY RECENT CONTRACTS LET FOR CONSTRUCTION ON THE LAND.
BC 19. RIGHTS OF PUBLIC AND QUASI -PUBLIC UTILITIES IN THE LAND AS EVIDENCED BY THE
UTILITY POLES, OVERHEAD WIRES, MANHOLES AND METERS AS SHOWN ON THE PLAT OF
SURVEY PREPARED BY MANHARD CONSULTING, LTD DATED FEBRUARY 17, 2000.
BG 20.
(AFFECTS PARCEL 1)
THE PLAT OF DAVIS CHURCH RESUBDIVISION RECORDED OCTOBER 2, 2000 AS DOCUMENT
NUMBER 00766688 INCLUDES A CERTIFICATION BY THE SURVEYOR THAT THE LAND IS
LOCATED WITHIN "ZONE C" AREAS OF MINIMAL FLOODING, AS IDENTIFIED BY THE
FEDERAL EMERGENCY MANAGEMENT AGENCY.
RcscHsco PAGE B 6
CR4 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
CT 21.
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 D1
(AFFECTS PARCEL 1)
TERMS, PROVISIONS, AND CONDITIONS CONTIANED IN THE NO FURTHER REMEDIATION
LETTER ISSUED BY THE ILLINOIS ENVIRONMENTAL PROTECTION AGENCY AND RECORDED
SEPTEMBER 27, 2000 AS DOCUMENT 00753228 .
(AFFECTS PART OF PARCEL 1, PARAGRAPH A OF SCHEDULE A)
CU 22. TERMS, PROVISIONS, CONDITIONS, RESTRICTIONS AND EASEMENTS CONTAINED IN THE
ORDINANCE BY THE CITY OF EVANSTON, ORDINANCE #41-0-99 GRANTING A SPECIAL USE
FOR A PLANNED DEVELOPMENT IN THE RESEARCH PARK ZONING DISTRICT, WHICH WAS
RECORDED AUGUST 8, 2000 AS DOCUMENT 00604154.
AMENDMENT TO SAID ORDINANCE RECORDED AUGUST 8, 2000 AS DOCUMENT 00604155
(AFFECTS PARCEL 1 AND PARCEL 4)
BJ 23. CONDITIONS CONTAINED IN DEED FROM ANDREW J. BROWN AND WIFE, TO WILLIAM P.
MOSS, DATED NOVEMBER 3, 1855 AND RECORDED NOVEMBER 6, 1855 AS DOCUMENT 64195,
CONVEYING SAID PREMISES WITH OTHER PROPERTY PROHIBITING THE MANUFACTURE AND
SALE OF INTOXICATING LIQUORS, GAMBLING OR ANY HOUSE OF IMMORAL PRACTICES
THEREON. NOTE:, SAID INSTRUMENT CONTAINS NO PROVISION FOR A FORFEITURE OF OR
REVERSION OF TITLE IN CASE OF BREACH OF CONDITION
(AFFECTS PART OF PARCELS 2 & 3)
BK 24. LEASE MADE BY ABRAM W. HARRIS TO ABRAHAM M. LIEBLING DATED JUNE 1, 1923 AND
RECORDED JUNE 2, 1923 AS DOCUMENT 7960945 DEMISING AND LEASING LAND FOR A TERM
OF 100 YEARS COMMENCING JUNE 1, 1923 AND ENDING MAY 31, 2023 AND ALL RIGHTS
THEREUNDER OF AND ALL ACTS AND THINGS DONE OR SUFFERED THEREUNDER BY SAID
LESSEE, HIS ASSIGNEE, ITS SUCCESSORS AND ASSIGNS.
NOTE: BY SAID INSTRUMENT DATED JANUARY 2, 1924 AND RECORDED FEBRUARY 24, 1924
AS DOCUMENT 8272175 MADE BY ABRAHAM M. LIEBLING AND WIFE FAY THE ABOVE LEASE
WAS ASSIGNED TO NATIONAL TEA COMPANY, A CORPORATION OF ILLINOIS.
NOTE: BY INSTRUMENT DATED OCTOBER 13, 1961 AND RECORDED OCTOBER 17, 1961 AS
DOCUMENT 18304861 MADE BY NATIONAL TEA COMPANY., AN ILLINOIS CORPORATION THE
ABOVE LEASE WAS ASSIGNED TO 817 DAVIS STREET, INC, AN ILLINOIS CPRPORATION.
RCSCRBCO PAGE B 7
CR4 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 D1
(AFFECTS PART OF PARCELS 2 & 3)
BL 25 CONDITIONS AND RESTRICTIONS CONTAINED IN WARRANTY DEED FROM ANDREW J. BROWN
AND ABE L. BROWN, HIS WIFE, TO WILLIAM P. MOSS DATED NOVEMBER 3, 1855 AND
RECORDED NOVEMBER 6, 1855 AS DOCUMENT 64195 IN BOOK 99 PAGE 645 CARRYING ALL
OF BLK 65 AFORESAID PROVIDES THAT 2N0 PARTY SHALL NOT PERMIT ANY INTOXICATING
DRINKS TO BE SOLD OR ANY GAMBLING OR OTHER IMMORAL PRATICES THEREON AND ALSO
CONTAINED IN DEED FROM WILLIAM P. MOSS, JR. AND WIFE, TO FRANCES H. BENSON
DATED MAY 18, 1856 AND RECORDED JUNE 21, 1856 AS DOCUMENT 72427. NOTE: SAID
INSTRUMENT CONTAINS NO PROVISION FOR A FORFEITURE OF OR REVERSION OF TITLE IN
CASE OF BREACH OF CONDITION.
(AFFECTS PART OF PARCELS 2 & 3)
BN 26. LEASE MADE BY AND BETWEEN ALI KHOJA AND YASMEER KHOJA AND LAKE COUNTY DONUTS,
INC. DATED JANUARY 1, 1986 AND RECORDED MAY 8, 1986 AS DOCUMENT NO. 86183825,
AND ALL RIGHTS THEREUNDER OF, AND ALL ACTS DONE OR SUFFERED THEREUNDER BY,
SAID LESSEE OR BY ANY PARTY CLAIMING BY, THROUGH, OR UNDER SAID LESSEE.
(AFFECTS PART OF PARCELS 2 & 3)
BN 27. BUILDING LINE OF 4 FEET NORTH OF SOUTH LINE OF LAND ESTABLISHED BY ANDREW J.
BROWN AND WIFE BY DOCUMENT 1536469 DATED AUGUST 12, 1891 AND RECORDED
SEPTEMBER 16, 1891 IN BOOK 3245 PAGE 593 AND COVENANT AND AGREEMENT THEREIN
CONTAINED THAT NO BUILDING SHALL BE AT ANY TIME HEREAFTER ERECTED UPON OR
EXTENDED OVER THE SOUTH 4 FEET OF SAID PREMISES. .
(AFFECTS PART OF PARCELS 2 & 3)
BO 28. COVENANT RECORDED AS DOCUMENT 21313426 RELATING TO PARKING SPACE AND LEASE FOR
PARKING SPACES, EASEMENT FOR A PUBLIC SIDEWALK ON THE SOUTH 4 FEET OF LAND.
(AFFECTS PART OF PARCELS 2 & 3)
BP 29. CONDITIONS CONTAINED IN DEED FROM HENRY MUNO AND MARGARET MUNO, HIS WIFE, TO
PETER MUNO DATED SEPTEMBER 22, 1879 AND RECORDED SEPT 30, 1879 AS DOCUMENT
238814 AND IN OTHER DEEDS PROHIBITING THE SALE OR MANUFACTURE OF INTOXICATING
DRINKS ON SAID PREMISES. ((FOR FURTHER PARTICULARS, SEE RECORD.))
RCSCHBCO PAGE B 8
CR4 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 D1
(AFFECTS PART OF PARCELS 2 & 3)
80 30. CONDITIONS CONTAINED IN QUIT CLAIM DEED DATED AUGUST 12, 1891 AND RECORDED
SEPTEMBER 16, 1891 AS DOCUMENT 1536465 FROM JOHN MUNO AND CLARAKIS MUNO, HIS
WIFE, NEITHER OF WHOM THEN HAD ANY TITLE OF RECORD CONVEYED TO THE VILLAGE OF
EVANSTON THE SOUTH 4 FEET OF LAND FOR PUBLIC HIGHWAY PURPOSES ONLY. THE
GRANTORS RESERVED THE RIGHT TO USE OF SAID 4 FEET FOR THE DISPLAY GOODS AND
MERCHADISE AND FOR SIGNS AND AWNINGS FOR THE ACCESS TO AND EGRESS FROM THE
ADJOINING PREMISES ALSO THE RIGHT OF CITY OF EVANSTON AND THE PUBLIC ACORD
THEREUNDER.
NOTE: SAID INSTRUMENT CONTAINS NO PROVISION FOR A FORFEITURE OF OR REVERSION
OF TITLE IN CASE OF BREACH OF CONDITION
(AFFECTS PART OF PARCELS 2 & 3)
BR 31, CONDITIONS AS TO THE SALE OF LIQUORS AND USE OF LAND FOR IMMORAL PURPOSES
CONTAINED IN DEED FROM ANDREW J. BROWN TO WILLIAM P. MOSS CONVEYING BLOCK 65
AFORESAID DATED NOVEMBER 3, 1855 AND RECORDED NOVEMBER 6, 1855 AS DOCUMENT
99645.
(AFFECTS PART OF PARCELS 2 & 3)
BT 32. THE LAND LIES WITHIN THE BOUNDARIES OF SPECIAL SERVICE AREA #5 AS DISCLOSED BY
ORDINANCE RECORDED AS DOCUMENT 95439436, AND IS SUBJECT TO ADDITIONAL TAXES
UNDER THE TERMS OF SAID ORDINANCE AND SUBSEQUENT RELATED ORDINANCES.
(AFFECTS PARCELS 2, 3 AND 4)
8U 33, COVENANTS AND RESTRICTIONS (BUT OMITTING ANY SUCH COVENANT OR RESTRICTION
BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL STATUS OR NATIONAL
ORIGIN UNLESS AND ONLY TO THE EXTENT THAT SAID COVENANT (A) IS EXEMPT UNDER
CHAPTER 42, SECTION 3607 OF THE UNITED STATES CODE OR (B) RELATES TO HANDICAP
BUT DOES NOT DISCRIMINATE AGAINST HANDICAPPED PERSONS), RELATING TO THE SALE
OF INTOXICATING LIQUORS AND THE PROHIBITION THEREOF CONTAINED IN THE DEED
RECORDED MAY 24, 1868 AS DOCUMENT NO. 16693 AND RERECORDED MAY 13, 1876 AS
DOCUMENT NUMBER 85766, WHICH DOES NOT CONTAIN A REVERSIONARY OR FORFEITURE
CLAUSE.
(AFFECTS LOT 15 IN PARCEL 3)
BI 34, TERMS, CONDITIONS, AND PROVISIONS OF A CERTAIN ZONING ORDINANCE PASSED BY THE
RCSCHSCO PAGE B 9
CR4 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 D1
CITY OF EVANSTON'S CITY COUNCIL ON JANUARY 18, 1921 AND APPROVED JANUARY 19,
1921 A COPY OF WHICH WAS RECORDED IN THE RECORDERS OF COOK COUNTY, ILLINOIS,
ON FEBRUARY 14, 1921 AS DOCUMENT 7060292,
(AFFECTS PART OF PARCELS 2 & 3)
BX 35. LEASE MADE BY THE CITY OF EVANSTON TO 1880 OAK LLC, A DELAWARE LIMITED
LIABILITY COMPANY RECORDED APRIL 16, 1999 AS DOCUMENT NO, 99367941, DEMISING
THE LAND FOR A TERM OF YEARS, AND ALL RIGHTS THEREUNDER OF., AND ALL ACTS DONE
OR SUFFERED THEREUNDER BY, SAID LESSEE OR BY ANY PARTY CLAIMING BY, THROUGH,
OR UNDER SAID LESSEE.
(AFFECTS LOT 15 TO 18, BOTH INCLUSIVE, AND 33 TO 36, BOTH INCLUSIVE, OF PARCEL
3)
CC 36. EASEMENT MADE BY AND 'BETWEEN THE CITY OF EVANSTON AND OSCO DRUG, INC. AND
JEWEL COMPANIES, INC. DATED FEBRUARY 14, 1980 AND RECORDED APRIL 29, 1980 AS
DOCUMENT 25439014.
(AFFECTS PARCEL 1 AND LOTS 33 TO 36 IN PARCEL 3)
CE 37. TERMS, PROVISIONS, CONDITIONS AND LIMITATIONS OF THE DECLARATION OF COVENANTS,
CONDITIONS, RESTRICTIONS AND EASEMENTS FOR NORTHWESTERN UNIVERSITY/EVANSTON
RESEARCH PARK, DATED MARCH 24, 1988, AND RECORDED MARCH 24, 1988, AS DOCUMENT
88122453 MADE BY TOPCORP, INC., AN ILLINOIS CORPORATION, RESEARCH PARK, INC.,
AN ILLINOIS CORPORATION, NORTHWESTERN UNIVERSITY, AN ILLINOIS CORPORATION, AND
CHARLES H. SHAW/EVANSTON ASSOCIATES, AN ILLINOIS CORPORATION, RELATING TO
ASSESSMENTS, OPERATION OF THE PARK, COVENANTS AND RESTRICTIONS ON USE, CONSENT
REQUIRED FOR CERTAIN TRANSFERS, DESIGN REVIEW, DEVELOPMENT GUIDELINES,
MAINTENANCE STANDARDS, COMMON FACILITIES, DURATION AMENDMENT AND TERMINATION,
SUBJECTING CERTAIN PROPERTY TO DECLARATION, ENFORCEMENT, EASEMENTS, TEMPORARY
STRUCTURES, POST -CASUALTY RESPONSIBILITIES, AND ON -STREET PARKING.
NOTE: AS OF THE DATE OF THIS COMMITMENT THE CITY OF EVANSTON HAS NOT
PREVIOUSLY SUBJECTED THE SUBJECT PREMISES TO THE AFOREMENTIONED DECLARATION.
(AFFECTS PARCEL 4)
CF 38, NOTES ON THE PLAT OF CHURCH MAPLE RESUBOIVISION RECORDED AS DOCUMENT NUMBER
99528041 THAT THE FOLLOWING PORTIONS OF LAND ARE HEREBY DEDICATED TO THE CITY
OF EVANSTON FOR ROADWAY PURPOSES:
THE EAST 7.00 FEET OF LOT 4 (EXCEPT FOR THAT PART OF LOT 4 LYING SOUTH OF THE
NORTH LINE AND NORTH OF THE SOUTH LINE OF CLARK STREET VACATED BY DOCUMENT
9949143);
(AFFECTS PARCEL 4)
RCSCHBCO PAGE B 10
CR4 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 D1
CG 39. LEASE EXECUTED BY THE CITY OF EVANSTON, AS LESSOR, AND AHC EVANSTON LLC, A
LIMITED LIABILITY COMPANY, AS LESSEE, DATED JANUARY 26, 2000, A MEMORANDUM OF
WHICH LEASE WAS RECORDED - AS DOCUMENT -, WHICH LEASE DEMISES THE LAND FOR A
TERM OF YEARS BEGINNING ON THE DAY THE HOTEL OPENS FOR BUSINESS AND ENDING ON
THE FORTIETH (40TH) ANNIVERSARY OF THE COMMENCEMENT DATE AND ALL RIGHTS
THEREUNDER OF THE LESSEES AND OF ANY PERSON OR PARTY CLAIMING BY, THROUGH OR
UNDER THE LESSEES.
(AFFECTS PARCEL 4)
CH 40. LEASE MADE BY CITY OF EVANSTON, A MUNICIPAL CORPORATION, AS LESSOR, AND
RESEARCH BUILDING DEVELOPMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY,
AS LESSEE, DATED -, WHICH LEASE WAS RECORDED - AS DOCUMENT -, WHICH LEASE
DEMISES THE LAND FOR A TERM OF YEARS BEGINNING ON THE DATE TENANT OBTIANS A
CERTIFICATE OF OCCUPANCY FOR THE SHELL AND CORE OF THE BUILDING AND ANY
PORTION OF THE BUILDING IS OCCUPIED FOR THE INTENDED USE THEREOF AND ENDING
ON THE DATE THAT THE LAND DESCRIBED IN EXHIBIT B OF SAID LEASE IN NO LONGER
IMPROVED WITH THE BUILDING, AND ALL RIGHTS THEREUNDER OF, AND ALL ACTS DONE OR
SUFFERED THEREUNDER BY, SAID LESSEE OR BY ANY PARTY CLAIMING BY, THROUGH, OR
UNDER SAID LESSEE.
(AFFECTS PARCEL 4)
C1 41. THE LEASE CREATING THE LEASEHOLD ESTATE DESCRIBED IN SCHEDULE A HEREOF, OR A
PROPER MEMORANDUM THEREOF, SHOULD BE RECORDED, AND THIS COMMITMENT IS SUBJECT
TO SUCH FURTHER EXCEPTIONS, IF ANY, AS MAY THEN BE DEEMED NECESSARY.
(AFFECTS PARCELS 2, 3 AND 4)
CK 42. WE SHOULD BE FURNISHED THE COMMENCEMENT DATE OF THE LEASEHOLD DESCRIBED IN
SCHEDULE A, AND THIS COMMITMENT IS SUBJECT TO SUCH FURTHER EXCEPTIONS, IF ANY,
AS THEN MAY BE DEEMED NECESSARY.
(AFFECTS PARCELS 2, 3 AND 4)
CL 43. NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS INSURING THE EXACT LOCATION OR
DIMENSIONS OF THE LEASEHOLD ESTATE DESCRIBED IN SCHEDULE A AS PARCELS 2, 3 AND
4.
CP 44. TERMS, PROVISIONS, CONDITIONS, RESTRICTIONS AND EASEMENT CONTAINED IN THE
REDEVELOPMENT AGREEMENT DATED OCTOBER 23, 1998 BY AND BETWEEN THE CITY OF
EVASTON, ILLINOIS AND AHC EVANSTON LLC (DEVELOPER) AS AMENDED BY THE FIRST
AMENDMENT TO REDEVELOPMENT AGREEMENT DATED NOVEMBER 23, 1998, SECOND AMENDMENT
TO REDEVLEOPMENT AGREEMENT DATED JUNE 7, 1999 AND THIRD AMENDEMENT TO
REDEVELOPMENT AGREEMENT DATED JANUARY 26, 2000, AS DISCLOSED BY THE MEMORANDUM
OF REDEVELOPMENT AGREEMENT RECORDED JUNE 10, 1999 AS DOCUMENT 99557362.
RCSCHBCO PAGE B 11
CR4 CR4 10/03/00 10:03:40
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B (CONTINUED)
ORDER NO.: 1401 007752491 D1
(AFFECTS LAND AND OTHER PROPERTY)
CQ 45. NON-EXCLUSIVE EASEMENT AS CREATED BY EASEMENT AGREEMENT DATED JUNE 5, 2000 AND
RECORDED JUNE 13, 2000 AS DOCUMENT 00432325 FROM THE CITY OF EVANSTON,
ILLINOIS TO EVANSTON HOTEL ASSOCIATES, LLC, A DELAWARE LIMITED LIABILITY
COMPANY FOR THE FOLLOWING DESCRIBED EASEMENTS MORE FULLY DESCRIBED IN SAID
INSTRUMENT: (1) AND EASEMENT FOR PEDESTRIAN ACCESS, INGRESS AND EGRESS OVER
AND ACROSS A PORTION OF THE CITY PROPERTY DESCRIBED IN EXHIBIT A ATTACHED TO
SAID INSTRUMENT ("THE PEDESTRIAN EASEMENT AREA), (II) AN EASEMENT FOR
PEDESTRIAN AND VEHICULAR ACCESS, INGRESS AND EGRESS OVER AND ACROSS A PORTION
OF THE CITY PROPERTY DESCRIBED ON EXHIBIT 8 ATTACHED TO SAID INSTRUMENT ("THE
ACCESS EASEMENT AREA"), .(III) AN EASEMENT FOR PEDESTRIAN AND VEHICULAR ACCESS,
INGRESS AND EGRESS OVER AND ACROSS A PORTION OF THE CITY PROPERTY DESCRIBED ON
EXHIBIT C ATTACHED TO SAID INSTRUMENT ("THE DROP-OFF LANE EASEMENT AREA"),
(IV) AN EASEMENT FOR THE CONSTRUCTION, MAINTENANCE AND REPAIR OF A PORTE
COCHERE OVERHANG OVER AND ABOVE A PORTION OF THE CITY PROPERTY DESCRIBED ON
EXHIBIT D ATTACHED TO SAID INSTRUMENT ("THE PORTE COCHERE EASEMENT AREA") OVER
THE PORTIONS OF LAND DESCRIBED IN SAID INSTRUMENT AND THE TERMS AND PROVISIONS
CONTAINED THEREIN. -
(AFFECTS PARCEL 4 AND OTHER PROPERTY NOT INSURED HEREIN)
" END ""
RCSCHBCO PAGE B 12
CR4 CR4 10/03/00 10:03:40
ENDORSEMENT
ATTACHED TO AND FORMING A PART OF
POLICY NUMBER 1401 007752491 D1
ISSUED BY
CHICAGO TITLE INSURANCE COMPANY
PRO -FORMA ENDORSEMENT
THIS ENDORSEMENT WILL BE APPROVED FOR ANY OWNERS OR LOAN POLICY, PROVIDED THAT,
AS OF THE DATE OF THE POLICY(S) NO AMENDMENT TO THE DECLARATION REFERRED TO
HEREIN HAS BEEN RECORDED WHICH SUBJECTS THE SUBJECT PROPERTY TO SAID DECLARATION.
THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS OR DAMAGE WHICH THE INSURED
SHALL SUSTAIN BY REASON OF ANY INACCURACY IN THE FOLLOWING ASSURANCE:
THE COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN THE DOCUMENT
RECORDED MARCH 24, 1988 AS DOCUMENT 88122453 IN COOK COUNTY, ILLINOIS
WILL NOT BE RAISED AS AN EXCEPTION TO SCHEDULE B ON ANY SUBSEQUENT OWNERS
OR LOAN POLICY ISSUED BY CHICAGO TITLE INSURANCE COMPANY.
THE MEMORANDUM OF DEVELOPMENT AND PURCHASE OPTION AGREEMENT AGREEMENT MADE
BY AND BETWEEN RESEARCH PARK, INC.; AN ILLINOIS CORPORATION, CHARLES H.
SHAW/EVANSTON ASSOCIATES, AN ILLINOIS GENERAL PARTNERSHIP (DEVELOPER) AND
TOPCORP, INC. AN ILINOIS CORPORATION DATED NOVEMBER 17, 1987 AND RECORDED
MARCH 17, 1988 AS DOCUMENT 88112264 IN COOK COUNTY, ILLINOIS WILL NOT BE
RAISED AS AN EXCEPTION TO SCHEDULE B ON ANY SUBSEQUENT OWNERS OR LOAN
POLICY ISSUED BY CHICAGO TITLE INSURANCE COMPANY.
THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS
AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE
EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF
THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF
THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT
THEREOF.
ENDIM CR4
ENDORSEMENT
ATTACHED TO AND FORMING A PART OF
POLICY NUMBER1401 007752491 DI
ISSUED BY
CHICAGO TITLE INSURANCE COMPANY
ALTA ENDORSEMENT FORM 3
(AFFECTS PARCELS 1 AND 4 ONLY)
THIS ENDORSEMENT WILL BE APPROVED IN ITS CURRENT FORM UPON RECEIPT OF WRITTEN
VERIFICATION FROM THE ZONING ADMINISTRATOR OF THE CITY OF EVANSTON STATING THE
LOT C AND THE SUBJECT LAND ARE IDENTICAL.
THE COMPANY INSURES THE INSURED AGAINST LOSS OR DAMAGE BY REASON OF ANY
INCORRECTNESS IN THE ASSURANCE THAT, AT DATE OF POLICY:
1, ACCORDING TO APPLICABLE ZONING ORDINANCES AND AMENDMENTS THERETO, THE
LAND, TAKEN TOGETHER WITH OTHER LAND IS CLASSIFIED ZONE ZPC 99-2-PD
PLANNED DEVELOPMENT;
2. THE FOLLOWING USE OR USES ARE ALLOWED UNDER THAT CLASSIFICATION SUBJECT
TO COMPLIANCE WITH ANY CONDITIONS, RESTRICTIONS OR REQUIREMENTS CONTAINED
IN THE ZONING ORDINANCES AND AMENDMENTS THERETO, INCLUDING BUT NOT
LIMITED TO THE SECURING OF NECESSARY CONSENTS OR AUTHORIZATIONS AS A
PREREQUISITE TO THE USE OR USES:
(i) LOT A IS INTENDED TO BE REDEVLOPMENT WITH STRUCTURES CONTAINING
RETAIL, RESIDENTIAL, PARKING, RESTAURANT, HOTEL, SERVICE COMMERCIAL AND
RELATED USES;
(ii) LOT B IS INTENDED TO BE REDEVELOPED WITH STRUCTURES CONTAINING
RETAIL, RESTAURANT, CINEMA, SERVICE COMMERCIAL AND RELATED USES;
(iii) LOT C PERMITTED USES INCLUDE OFFICE (INCLUDING BUT NOT LIMITED TO
MEDICAL OFFICES), RETAIL GOODS ESTABLISHMENTS, RETAIL SERVICES
ESTABLISHMENTS, RESTAURANTS AND ACCESSORY BUILDINGS AND STRUCTURES.
NOTE FOR INFORMATION:
LOT A CONSISTS IN WHOLE OF LOTS 2, 3, 4, 5 AND 6 IN CHURCH MAPLE
RESUBDIVISION RECORDED AS DOCUMENT NUMBER 99528041;
LOT B CONSISTS IN WHOLE OF LOT 1 IN CHURCH MAPLE RESUBDIVISION RECORDED
(CONTINUED)
ENDIK CR4
ENDORSEMENT
ATTACHED TO AND FORMING A PART OF
POLICY NUMBER 1401 007752491 D1
ISSUED BY
CHICAGO TITLE INSURANCE COMPANY
AS DOCUMENT NUMBER 99528041;
THE LAND DESCRIBED IN PARCEL 1 OF SCHEDULE A OF THIS COMMITMENT/POLICY IS
ALSO KNOWN AS LOT C, AND IS NOT INCLUDED IN ANY PART OF CHURCH MAPLE
RESUBDIVISION RECORDED AS DOCUMENT NUMBER 99528041;
THERE SHALL BE NO LIABILITY UNDER THIS ENDORSEMENT BASED ON THE INVALIDITY OF THE
ORDINANCES AND AMENDMENTS THERETO UNTIL AFTER A FINAL JUDGMENT OF A COURT OF
COMPETENT JURISDICTION ADJUDICATING THE INVALIDITY, THE EFFECT OF WHICH IS TO
PROHIBIT THE USE OR USES,
LOSS OR DAMAGE AS TO THE MATTERS INSURED AGAINST BY THIS ENDORSEMENT SHALL NOT
INCLUDE LOSS OR DAMAGE SUSTAINED OR INCURRED BY REASON OF THE REFUSAL OF ANY
PERSON TO PURCHASE, LEASE OR LEND MONEY ON THE ESTATE OR INTEREST COVERED BY THIS
POLICY.
THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS
AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE
EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF
THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF
THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT
THEREOF.
ISM eORNi
ENDORSEMENT
ATTACHED TO AND FORMING A PART OF
POLICY NUMBER 1401 007752491 D1
ISSUED BY
CHICAGO TITLE INSURANCE COMPANY
ALTA ENDORSEMENT FORM 3
(AFFECTS PARCELS 2 AND 3)
THE COMPANY INSURES THE INSURED AGAINST LOSS OR DAMAGE BY REASON OF ANY
INCORRECTNESS IN THE ASSURANCE THAT, AT DATE OF POLICY:
ACCORDING TO APPLICABLE ZONING ORDINANCES AND AMENDMENTS THERETO, THE
LAND IS CLASSIFIED ZONE D-3 DOWNTOWN CORE DEVELOPMENT DISTRICT;
THE FOLLOWING USE OR USES ARE ALLOWED UNDER THAT CLASSIFICATION SUBJECT
TO COMPLIANCE WITH ANY CONDITIONS, RESTRICTIONS OR REQUIREMENTS CONTAINED
IN THE ZONING ORDINANCES AND AMENDMENTS THERETO, INCLUDING BUT NOT
LIMITED TO THE SECURING OF NECESSARY CONSENTS OR AUTHORIZATIONS AS A
PREREQUISITE TO THE USE OR USES:
COMMERCIAL PARKING GARAGE.
THERE SHALL BE NO LIABILITY UNDER THIS ENDORSEMENT BASED ON THE INVALIDITY OF THE
ORDINANCES AND AMENDMENTS THERETO UNTIL AFTER A FINAL JUDGMENT OF A COURT OF
COMPETENT JURISDICTION ADJUDICATING THE INVALIDITY, THE EFFECT OF WHICH IS TO
PROHIBIT THE USE OR USES.
LOSS OR DAMAGE AS TO THE MATTERS INSURED AGAINST BY THIS ENDORSEMENT SHALL NOT
INCLUDE LOSS OR DAMAGE SUSTAINED OR INCURRED BY REASON OF THE REFUSAL OF ANY
PERSON TO PURCHASE, LEASE OR LEND MONEY ON THE ESTATE OR INTEREST COVERED BY THIS
POLICY.
THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS
AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE
EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF
THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF
THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT
THEREOF.
END ONi
ENDORSEMENT
ATTACHED TO AND FORMING A PART OF
POLICY NUMBER 1401 007752491 D1
ISSUED BY
CHICAGO TITLE INSURANCE COMPANY
POLICY MODIFICATION ENDORSEMENT 13 - INCORPORATION OF LEASEHOLD PROVISIONS
(OWNERS POLICY AS TO PARCELS 2, 3 AND 4 ONLY)
THE POLICY IS HEREBY AMENDED AS FOLLOWS:
THE FOLLOWING SUBPARAGRAPH IS ADDED TO PARAGRAPH NUMBER 1 OF THE POLICY'S
CONDITIONS AND STIPULATIONS:
"(H) 'LEASEHOLD ESTATE': THE RIGHT OF POSSESSION FOR THE TERM OR TERMS
DESCRIBED IN SCHEDULE A HEREOF SUBJECT TO ANY PROVISIONS CONTAINED IN THE
LEASE WHICH LIMIT THE RIGHT OF POSSESSION."
2. THE FOLLOWING NUMBERED PARAGRAPHS ARE ADDED TO THE CONDITIONS AND
STIPULATIONS:
"18. VALUATION OF ESTATE OR INTEREST INSURED: IF, IN COMPUTING LOSS OR
DAMAGE INCURRED BY THE INSURED, IT BECOMES NECESSARY TO DETERMINE THE VALUE OF
THE ESTATE OR INTEREST INSURED BY THIS POLICY, THE VALUE SHALL CONSIST OF THE
THEN PRESENT WORTH OF THE EXCESS, IF ANY, OF THE FAIR MARKET RENTAL VALUE OF
THE ESTATE OR INTEREST, UNDIMINISHED BY ANY MATTERS FOR WHICH CLAIM IS MADE,
FOR THAT PART OF THE TERM STATED IN SCHEDULE A HEREIN THEN REMAINING PLUS ANY
RENEWAL OR EXTENDED TERM FOR WHICH A VALID OPTION TO RENEW OR EXTEND IS
CONTAINED IN THE LEASE, OVER THE VALUE OF THE RENT AND OTHER CONSIDERATION
REQUIRED TO BE PAID UNDER THE LEASE FOR THE SAME PERIOD."
(THIS PARAGRAPH APPLIES ONLY TO THE LEASEHOLD ESTATE OR ESTATES DESCRIBED IN
SCHEDULE A.)
"19. MISCELLANEOUS ITEMS OF LOSS: IN THE EVENT THE INSURED IS EVICTED FROM
POSSESSION OF ALL OR A PART OF THE LAND BY REASON OF ANY MATTERS INSURED
AGAINST BY THIS POLICY, THE FOLLOWING, IF APPLICABLE, SHALL BE INCLUDED IN
COMPUTING LOSS OR DAMAGE INCURRED BY THE INSURED, BUT NOT TO THE EXTENT THAT
THE SAME ARE INCLUDED IN THE VALUATION OF THE ESTATE OR INTEREST INSURED BY
THIS POLICY."
(A) THE REASONABLE COST OF REMOVING AND RELOCATING ANY PERSONAL PROPERTY
WHICH THE INSURED HAS THE RIGHT TO REMOVE AND RELOCATE, SITUATED ON THE LAND
AT THE TIME OF EVICTION, THE COST OF TRANSPORTATION OF THE PERSONAL PROPERTY
FOR THE INITIAL TWENTY-FIVE MILES INCURRED IN CONNECTION WITH THE RELOCATION,
AND THE REASONABLE COST OF REPAIRING THE PERSONAL PROPERTY DAMAGED BY REASON
OF THE REMOVAL AND RELOCATION. THE COSTS REFERRED TO ABOVE SHALL NOT EXCEED
IN THE AGGREGATE THE VALUE OF THE PERSONAL PROPERTY PRIOR TO ITS REMOVAL AND
(CONTINUED)
ENDIM CR4
ENDORSEMENT
ATTACHED TO AND FORMING A PART OF
POLICY NUMBER 1401 007752491 D1
&xY1rx91.14
CHICAGO TITLE INSURANCE COMPANY
RELOCATION.
'PERSONAL PROPERTY,' ABOVE REFERRED TO, SHALL MEAN CHATTELS AND PROPERTY WHICH
BECAUSE OF ITS CHARACTER AND MANNER OF AFFIXATION TO THE LAND, CAN BE SEVERED
THEREFROM WITHOUT CAUSING APPRECIABLE DAMAGE TO THE PROPERTY SEVERED OR TO THE
LAND TO WHICH SUCH PROPERTY IS AFFIXED.
(B) RENT OR DAMAGES FOR USE AND OCCUPANCY OF THE LAND PRIOR TO SUCH EVICTION
WHICH THE INSURED AS OWNER OF THE LEASEHOLD ESTATE MAY BE OBLIGATED TO PAY TO
ANY PERSON HAVING PARAMOUNT TITLE TO THAT OF THE LESSOR IN THE LEASE.
(C) THE AMOUNT OF RENT WHICH, BY THE TERMS OF THE LEASE, THE INSURED MUST
CONTINUE TO PAY TO THE LESSOR AFTER EVICTION FROM THE LAND, OR PART THEREOF,
FROM WHICH THE INSURED HAS BEEN EVICTED.
(D) THE FAIR MARKET VALUE, AT THE TIME OF SUCH EVICTION, OF THE ESTATE OR
INTEREST OF THE INSURED IN ANY SUBLEASE OF ALL OR PART OF THE LAND EXISTING AT
THE DATE OF THE EVICTION.
(E) DAMAGES WHICH THE INSURED MAY BE OBLIGATED TO PAY TO ANY SUBLESSEE ON
ACCOUNT OF THE BREACH OF ANY SUBLEASE OF ALL OR PART OF THE LAND CAUSED BY THE
EVICTION.
(THIS PARAGRAPH APPLIES ONLY TO THE LEASEHOLD ESTATE OR ESTATES DESCRIBED IN
SCHEDULE A HEREIN.)"
THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND
PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT
EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY
AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND
ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF.
ENDCOM
ENDORSEMENT
ATTACHED TO AND FORMING A PART OF
POLICY NUMBER 1401 007752491 D1
ISSUED BY
CHICAGO TITLE INSURANCE COMPANY
P.I.N. ENDORSEMENT 2A (MODIFIED)
THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS OR DAMAGE WHICH THE INSURED
SHALL SUSTAIN BY REASON OF ANY INACCURACIES IN THE FOLLOWING ASSURANCES:
(1) AT DATE OF POLICY, PART THE LAND DESCRIBED IN SCHEDULE A AS PARCELS
1, 2 AND 3, TAKEN AS A TRACT, CONSTITUTES 7 PARCELS FOR REAL ESTATE
TAX PURPOSES, EACH OF WHICH PARCELS IS SEPARATE AND APART FROM. ANY
OTHER LAND; AND
(2) AT DATE OF POLICY, THE LAND DESCRIBED IN SCHEDULE A AS PARCELS 1, 2
AND 3 IS ASSESSED FOR REAL ESTATE TAX PURPOSES UNDER THE FOLLOWING
PERMANENT INDEX NUMBERS, AND EACH OF SAID PERMANENT INDEX NUMBERS
AFFECTS ONLY A PORTION OF THE LAND INSURED HEREIN AND NO OTHER LAND:
11-18-303-004-0000
11-18-303-008-0000
11-18-303-009-0000
11-18-303-010-0000
11-18-304-010-0000
11-18-304-025-0000
11-18-304-026-0000
(3) AT DATE OF POLICY, PART OF THE LAND DESCRIBED IN SCHEDULE A AS
PARCEL 4, TAKEN TOGETHER AS A TRACT WITH OTHER LAND NOT INSURED
HEREIN, CONSTITUTES 1 PARCEL FOR REAL ESTATE TAX PURPOSES; AND
(4) AT DATE OF POLICY, THE LAND DESCRIBED IN SCHEDULE A AS PARCEL 4,
TOGETHER WITH OTHER LAND NOT INSURED HEREIN, IS ASSESSED FOR REAL
ESTATE TAX PURPOSES UNDER THE FOLLOWING PERMANENT INDEX NUMBERS:
11-18-117-001-0000
THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS
AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO, EXCEPT TO THE
EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF
THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF
THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT
THEREOF.
ENDIPG CR4
00835170
THIS DOCUMENT PREPARED BY
AND AFTER RECORDING
RETURN TO:
Robert H. Goldman, Esq.
Piper Marbury Rudnick & Wolfe
203 North LaSalle Street
Chicago, Illinois 60601
2000-10-24t17:06:58
ac. rldrn";. nFct.-.t
This space reserved for Recorder's use only.
MEMORANDUM OF AGREEMENT
MIII'nryklPo
THIS MEMORANDUM OF AGREEMENT (this "Memorandum"), dated as of the Qq"
day of c9ot, 2000, is made by and among the CITY OF EVANSTON, a home rule unit of
local government located in Cook County, Illinois (the "City"), and DAVIS CHURCH OFFICE
DEVELOPMENT, L.L.C., a Delaware limited liability company ('Developer");
r RECITALS
A. The City is the fee simple title owner of that certain parcel of property located
south of Church Street, north of Davis Street and between the CTA and Metra rapid transit lines
in Evanston, Illinois, legally described on Exhibit A attached hereto and made a part hereof (the
"Development Parcel').
B. The City and Developer have entered into that certain Redevelopment Agreement
dated as of even date herewith (the "Agreement"), pursuant to which the City has agreed to sell to
Developer and Developer has agreed to purchase the Development Parcel upon the terms and
conditions set forth in the Agreement.
C. The City and Developer desire to set forth certain terms and provisions contained
in the Agreement in this Memorandum for recording purposes.
NOW, THEREFORE, for and in consideration of the consideration and the covenants
and conditions set forth in the Agreement, the City and Developer do hereby covenant, promise
and agree as follows:
i. Definitions. Capitalized terms used herein which are not otherwise defined
herein shall have the respective meanings ascribed to them in the Agreement.
CMDOCSLI 1211/3 1sa366.z
STATE OF ILLINOIS
SS.
COUNTY OF COOK )
1, f 4Afpaq &,-nr,4mq Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY, that jloq ee D. dRrg�, personally known to me to be the C` IT
Karoo of the City of Evanston (the "City"), a municipal corporation of the State of Illinois,
whose name is to the within Memorandum of Agreement, appeared before me this day in person and
acknowledged that as such R6dG2 .in he/she signed and delivered the said
Memorandum of Agreement as� of said City, as his/her free and
voluntary act and as the free and voluntary act and deed of said City, for the uses and purposes
therein set forth.
GIVEN under my hand and Notarial Seal, this 24 of OC, A.D., 2000.
My Commission Expires: , ,,�,;,,,,
OFFICIAL SEAL
KATHLEEN F BRENNIMAN
NOTARY PUBLIC, STATE OF ILLINOIS
f,1Y PNIW ASION EXPWSt0640104
✓.cue •• +w .+vnc•��an 5'
CWDOCSL2104815 n 1675.6
OUh35170
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY, thatAttoWL 2ke14lsvTersonally known to me to be the �lhA S AY
of Mesirow Stein Development Services, Inc. an Illinois corporation and Member of the DAVIS
CHURCH OFFICE DEVELOPMENT, L.L.C., a limited liability company of the State of
Delaware (the "Company"), whose name is subscribed to the within Instrument, appeared before
me this day in person and severally acknowledged that as such MA-e43,,IS Q/act_%rt he/sh
signed and delivered the said Instrument as ANSis D4641of said corporation, as his+erfree and
voluntary act and as the free and voluntary act and deed of said corporation and said Company,
for the uses and purposes therein set forth,
GIVEN under my hand and Notarial Seal, this of Qc)6J.A A.D., 2000.
OFFICIAL SEAL
LINDA HAWKINS
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 12107M3
My Commission Expires:
� y/v7 /3
CHIDOCS2/112119158386.2 I1os 3J1'70
2. Purchase of the Development Parcel. Pursuant to the Agreement and this
Memorandum, the City hereby agrees to sell to Developer and Developer hereby agrees to
purchase from the City the Development Parcel on the terms and conditions set forth in the
Agreement.
3. Incorporation by Reference. All of the terms, conditions, provisions and
covenants of the Agreement are incorporated in this Memorandum by reference as though written
out at length herein and the Agreement and this Agreement shall be deemed to constitute a single
instrument or document. The rights and obligations of the City and Developer shall be construed
solely by reference to the provisions of the Agreement.
4. Successors and Assigns. This Memorandum shall inure to the sole benefit of and
be binding upon the City and Developer and their respective successors and assigns.
[signatures follow]
CHI DOGS 2/ 11211l3158386.2
IN WITNESS WHEREOF, the City and Developer have executed this Memorandum as
of the date first written above.
CITY:
DEVELOPER:
CITY OF EVANSTON DAVIS CHURCH OFFICE DEVELOPMENT,
L.L.C., a Delaware limited liability company
By: Mesirow Stein Development Services, Inc., an
By:
Illinois corporation, its Member
� � `'v
Name:
Title: C •M P 4N.w By:
Name: M1tuAiL 5?,,W,0TL1,1k
Title: A4AMA61d4 171✓1e6TOK.
CHIDOCS2/1121113158386.2
ORN3S1"7U
Exhibit A
LOT 1 IN DAVIS CHURCH RESUBDIVISION, BEING A RESUBDIVISION OF PART OF
DEMPSTER'S SUBDIVISION OF BLOCK 66 OF THE VILLAGE (NOW CITY) OF EVANSTON,
BEING A SUBDIVISION IN THE SOUTHWEST 114 OF SECTION 18, TOWNSHIP 41 NORTH,
RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT
THEREOF RECORDED OCTOBER 2, 2000 AS DOCUMENT 00766688 IN COOK COUNTY,
ILLINOIS.
Commonly known as: 909 Davis Street, Evanston, Illinois
P.I.N.: 11-18-303-004-0000
11-18-303-008-0000
11-18-303-009-0000
11-18-303-010-0000
ooS 351'70
EXHIBIT 10
Schedule of Excluded Contractors and Service Providers
(See Attached)
CMDOCS20 ID4813110827 13 10920003:59 PM 10-1
McDougal Littell Building
Schedule of Excluded Contractors and Services Providers
Exhibit 1
• Mesirow Stein Real.Estate - Developer
350 N. Clark Street
Chicago, IL 60610
• OWP&P Architects Inc. — Shell & Core Architects
111 W. Washington Street
Suite 2100
Chicago, IL 60602-2711
• Partners By Design — Tenant Improvement Architects
213 W. Institute Place
Suite 203
Chicago, IL 60610
• Environmental Systems Design — MEP & FP Engineering
55 E. Monroe St.
Suite 1660
Chicago, IL 60603
• Manhard Consultants — Surveyor, Civil Engineering
900 Woodlands Parkway
Vernon Hills, IL 60061
• Shiner & Associates; Inc. — Acoustical Engineering
One N. Franklin
Suite 2025
Chicago, IL 60606
• John J. Urbikas & Associates, Inc. — Elevator System Engineering
117 N. Jefferson St.
Suite 204
Chicago, IL 60661
• GME Consultants, Inc — Geotechnical Services, Construction Testing Services
9826 Industrial Drive
Unit C
Bridgeview, IL 60455
• Environmental Consulting Group, Inc. — Environmental Site Assessment
901 West Jackson Boulevard
Chicago, IL 60607
• Power Contracting & Engineering — General Contractor, Cost Estimation
2360 N, Palmer Drive
Schaumburg, IL 60173-3819
• G & M Electric — Design/Build Electrical Contractor
1746 North Richmond Street
Chicago, IL 60647
MSRE
09/29/00 Excluded Contractors and Services Providers V3 1/2
McDougal Littell Building
MSRE
• V. A. Smith Company — Deign/Build HVAC Contractor
551 Glenn Avenue
Wheeling, IL 60090
• Barry Thomas Plumbing, Inc. — Design/Build Plumbing Contractor
1946 University Lane
Lisle, IL 60532
• Global Fire Protection Company — Design/Build Fire Protection Contractor
5121 Thatcher Road
Downers Grove, IL 60515
• Construction Systems, Inc. — Structural Steel Fabricator
1889 County Road 90
Maple Plain, MN 55359
09/29/00 Excluded Contractors and Services Providers VI 2/2
TIUS DOCUMENT PREPARED BY ,
and
MAIL. RECORDED DOCUMENT�0
TO:
Travis 1. Almandinger .
Bryan Cave LLP
211 N. Broadway, Suite 3600 �j•5
St. Louie, MO 63102
PERMANENT PARCEL NUMBERS: s y'
s 1{-IS-3o3�at1-�oj
SPACE ABOVE THIS LM t5 FOR RECORDER'S USE ONLY....
f 1'1-18 303 Df2^ I LEASE OFRFDFVELOPMENT AGREEMENT
11 THIS RELEASE OF REDEVELOPMENT AGREEMENT (this "Release"), is
made. and entered into this ' day of , 2002, by and betwom the CITY OF
M EVANSTON, an Illinois home rule unit of local government located in Cook County,
o ('Releasor'% and DAVIS CHURCH OFFICE DEVELOPMENT, L.L.C., a Delaware limited
<J liability cwmpany'(`Releasee').
Q WHEREAS, Releaser and Releasee entered into . that certain Redevelopment
Agreement dated October 12, 2000 (the "Redevelopment Agreement'), a memorandum of which
Redevelopment Agreement, dated October 12, 2000, was recorded .October 24, 2000 as
Document Number 00835170 in the Records of the Cook County Recorder's Office, regarding
\ certain agreements and obligations of the parties thereto with respect to the Development Parcel
(as defined in the Redevelopment Agr=nent), which Development Parcel includes that certain
parcel of real estate situated in the City of Evanston, County of Cook, State of Illinois, as more
particularly described in Exhibit A attached hereto and incorporated herein .by reference (the
"Retail Parcer),
WHEREAS, pursuant to the terms of the Redevelopment Agreement, Releasor
desires to release the Retail Parcel from the Development Agreement, together with any and all
liabilities or obligations relating to the Retail Parcel thereunder, in connection with Releasee's
sale of the Retail Parcel to a third party, Church Street Plaza, L.L.C., an Illinois limited liability
company;
NOW THEREFORE, the undersigned Releasor, does hereby REMISE, AND
RELEASE unto Releasee, all of its tight, title and interest in and to the Retail Parcel tinder the
Redevelopment Agreement, and does hereby further REMISE AND RELEASE the encumbrance
of the Redevelopment Agreement with respect to the Retail Parcel,
SLOt DOCS/t<03041,01 -
IN WITNESS WHEREOF, the Releasor has executed this Release the day and
year first above written.
ATTEST:
Name: Mary Mblri<-s r
Title: Citv Clerk
STATE OF
COUNTY OF
Z L(� -rLptS
C�nb{L
"RELEASOR"
CITY _ EVANST
By: (,/
Name: Roeer Crum
Its: Citv Manager
SS:
a Notaly Public in and
for said County and State aforesah, do hereby certify that (� c�a V U l
the City Manager of CITY OF EVANSTON, an Illinois home rule unit of local government
located in Cook County, who is personally known to me to be the City Manager of said city and
personally known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that he signed and
delivered the said instrument as the City Manager of said city, pursuant to the authority given by
the City Council of said city, as his free and voluntary act and deed, and the free an& -voluntary
act and deed of said city for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this �5> f day o£ N t- t ( 2002.
�\ Not
My Commission Expires:
Slzi1 DS-
EICIAL SEAL°
RY P. MORRIS
ublic, State of Illinois
ssion E>Wires 05121/05
SLOIDOCS/1403041.01