HomeMy WebLinkAboutChiaravalle Montessori School Building�� CITY OF EVANSTON
AGENDA ITEM SUMMARY
For Council Meeting of. 8110109
Title: Authorizing the City Manager to Execute a Real Estate Contract for the Sale of City -Owned Real
Property Located at 425 Dempster Street (Chiaravalle Montessori School)
Resolution/Ordinance Number: 34-0-09
Council Action:
❑ Business of the City by Motion
❑ Resolution
® Ordinance ---Introduction (Date: 8/10/09)
❑'Ordinance-Action(Date: )
❑ Discussion only
❑ Communication
Committee:
® Administration & Public Works
❑ Planning & Development
❑ Human Services
❑ Budget
❑ Other (i.c, CDBG, EDC)
Description (Including Funding Source): Authorizing the City Manager to Execute a Real Estate
Contract for the Sale of City -Owned Real Property Located at 425 Dempster Street in Evanston, Illinois
to Chiaravalle Montessori School, an Illinois Not -For -Profit Corporation
Recommended Action: Staff recommends adoption.
Summary of Item:
See attached memorandum.
Additional Information Attached: ® Yes ❑ No
Legislative history: Pursuant to Ordinance 76-0-08, the City Council, by a vote of at least two-thirds of the elected
Aldermen then holding office, did direct the Interim City Manager to negotiate the sate of said Subject Property on behalf
of the City.
DepartmentI.
Manager's Office A7�7
Department Submitting Agenda Item:
Law
Final Council Action:
AGENDA ITEM#: 0
CITY OF EVANSTON
INTERDEPARTMENTAL MEMORANDUM
Date: August 5, 2009
To: Wally Bobkiewicx, City Manager
From: Elks B. Tober-Purze, Interim First Assistant Corporation
Counsel, Law Department
Regarding: The Sale of 425 Dempster Street
The 425 Dempster Street property is ]eased to Chiaravalle Montessori
School. The lease is for a period of twenty-five years with two ten-year options.
The school is in the eleventh year on the initial twenty-five year term. The rent for
the school is subject to an improvement expense credit of $20,000.00 annually.
Therefore, the school is effectively paying a rent of $45,000.00 for years eleven
through fifteen on the lease, and then will pay $55,000.00 foryears sixteen through
twenty on the lease, and then $65,000.00 for years twenty-one through twenty-five
on the lease. The lease is triple net, the lessee pays all utilities and any other
expenses associated with the occupation and use of the building. The rent for each
of the two ten-year option periods is to be determined by negotiation and appraisal_
The school wishes to acquire the existing footprint of the building to demolish
the north -south addition to the property, and to construct an addition more
consistent with the architectural design of the structure and the needs of the school
population. The school has entered into serious discussions with City
representatives as well as the Alderman of the Ward concerning the design of and,
in particular, the height and additional footprint for the new addition. The school is
seeking the existing footprint and an additional approximately 1,477 square feet.
The City and Chiaravalle each have obtained appraisals of the property and
sets forth the City's appraisal at $2,000,000.00 and the Chiaravalle appraisal at
$1,800,000.00. The negotiations at this point reflect a $2,100,000.00 proposal from
Chiaravalle, $1,900,000.1 to be paid at closing, and $200,000.00 to be paid upon
completion of the addition. The $200,000.00 payment would include new
improvements to the basketball courtwhich would be relocated, and improvements
to Currey Park itself, and monies for the construction easement necessary for the
Memo to Wally Bobkiewicz
August 5, 2009
Page 2
project. Based on the current market situation, the $2,100,000.00 proposal is within
acceptable limits.
However, in February 2000, the school requested certain modifications to the
structure of the purchase transaction. The school's approach in proposing these
modifications was not to change the purchase price (or parkland contribution) that
was previously negotiated with the City. Instead, the school proposed to keep the
negotiated economic terms in place but to modify the timing of its payments to the
City as follows:
The purchase price for the land will remain $1,900,000.
The total parkland contribution will remain $200,000.
The payment of these amounts will be made in installments in
accordance with the following schedule:
$500,000 paid at closing in December, 2009 (fee titlewould be
conveyed to Chiaravalle at closing).
$400,000 in four installments paid in December, 2010, 2011,
2012 and 2013, respectively.
$100,000 of the second installment (paid in December, 2010)
would be allocated to the parkland contribution, so that
improvements could be made to the park sooner. The
remaining $100,000 of parkland contribution would be included
in the final installment payment in December, 2013, with the
expectation that these funds would be escrowed and used to
make improvements in the park subsequent to Chiaravalle's
completion of the annex construction.
Chiaravalle would make significant renovations and improvements to the
school. The likely timeframe for such work would be in accordance with
the following schedule:
Renovations to the existing structure are anticipated to occur
between 2010 and 2012.
Demolition and construction of a new annex are anticipated to
occur between 2012 and 2015, (Certainly, the construction of
a new annex building would be subject to obtaining all
necessary public approvals, including any zoning approvals.
Chiaravalle would not file for any formal zoning approvals until
after the purchase contract was executed).
Memo to Wally Sobkiewicz
August 5, 2009
Page 3
Staff would recommend acceptance and authorization to proceed with the
necessary paperwork for a negotiated sale, and preparation for the school to
proceed with necessary zoning requirements. The sale is contingent upon
zoning approval, but not upon any financial restraints,
ETP:djw
8/05/2009
4/16/2009
34-0-09
AN ORDINANCE
Authorizing the City Manager to
Execute a Real Estate Contract for
the Sale of City -Owned Real Property Located at
425 Dempster Street in Evanston, Illinois
to Chiaravalle Montessori School, an Illinois
Not-Par-Proflt Corporation
WHEREAS, the City of Evanston owns real property at425 Dempster
Street in Evanston, Illinois, legally described in Exhibit A attached hereto and
incorporated herein by reference (the "Subject Property"); and
WHEREAS, the City Council of the City of Evanston has determined
that ownership of the aforesaid Subject Property is no longer necessary,
appropriate, required, or in the best interests of the City of Evanston; and
WHEREAS, the City Council has determined that the best interests of
the City of Evanston would be served by the sale of said Subject Property to a
qualified party for private use; and
WHEREAS, pursuant to Ordinance 76-0-08, the City Council, by a
vote of at least two-thirds (2/3) of the elected Aldermen then holding office, did
direct the Interim City Manager to negotiate the sale of said Subject Property on
behalf of the City; and
WHEREAS, pursuant to Ordinance 76-0-08, the Interim City Manager
has negotiated the sale of the Subject Property; and
WHEREAS, the City Manager recommends that the City Council
hereby approve the negotiated sale of the Subject Property, with the City of
Evanston as Seller, and Chiaravalle Montessori School, an Illinois not -for -profit
corporation, as Buyer; and
WHEREAS, the City Council hereby finds and determines that the
best interests of the City of Evanston and its residents will be served by conveying
the aforesaid Subject Property to Chiaravalle Montessori School, an Illinois not -for -
profit corporation, on terms consistent with the Agreementfor Purchase and Sale of
Real Estate, attached hereto as Exhibit B and incorporated herein by reference
(hereinafter, the "Agreement"); and
WHEREAS, as required by City Code §1-17-4-2 (B), a Notice of Intent
to Sell Certain Real Estate, which is attached hereto as Exhibit C and incorporated
herein by reference, has been published in the Evanston Review, a newspaper of
general circulation in the City of Evanston, and said publication was not less than
fifteen (15), nor more than thirty (30) days before the date on which the City Council
considered adoption of this ordinance authorizing the sale of the Property,
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: That City Council of the City of Evanston finds as fact
the recitals hereinabove set forth.
SECTION 2: That the City Council of the City of Evanston hereby
approves the negotiated sale of the Subject Property, with the City of Evanston as
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34-0-09
Seller and Chiaravalle Montessori School, an Illinois not -for -profit corporation,
as Buyer.
SECTION 3: The City Manager is hereby authorized and directed to
sign, and the City Clerk is hereby authorized and directed to attest, the Agreement,
pursuant to the terms of which the Subject Property shall be conveyed. The City
Manager is further authorized to negotiate any changes or additional terms and
conditions with respect to the sale of the aforesaid Subject Property as the City
Manager may deem fit and proper.
SECTION 4. The City Manager and the City Clerk, respectively, are
hereby authorized and directed to execute, attest, and deliver such other
documents, agreements, and certificates as may be necessary to effectuate the
sale herein authorized.
SECTION 5: That all ordinances or parts of ordinances in conflict
herewith are hereby repealed.
SECTION 6: That this Ordinance 34-0-09 shall be in full force and
effect from and after its passage, approval, and publication in the manner
provided by law.
SECTION 7: That if any provision of this Ordinance 34-0-09 or
application thereof to any person or circumstance is held unconstitutional or
otherwise invalid, such invalidity shall not affect other provisions or applications of
this ordinance that can be given effect without the invalid application or provision,
and each invalid application of this ordinance is severable.
—3—
Ayes:
Nays:
Introduced: 2009 Approved:
Adopted: 2009 2009
Elizabeth Tisdahl, Mayor
Attest: Approved as to form:
Rodney Greene, City Clerk Elke Tober-Purze, Interim
First Assistant Corporation Counsel
34-0-09
Legal Description
PINS: 11-18-419-032 and -033 (portions)
That part of Lots 10 through 15
in Block 37 of Evanston in the
south east % of Section 18,
township 41 North, range 14
East of the 3rd Principal Meridian,
City of Evanston, Cook County,
Illinois, described as follows:
beginning at the south east comer
of said Lot 10; thence West 150.25
feet along the south line of said Lot
10; Thence North 99,83 feet parallel
With the east line of said Lots 10
through 15; Thence East 39.33 feet
parallel with said south line of Lot 10;
Thence North 27.67 feet parallel with
said East line of Lots 10 through 15;
Thence East 44.50 feet parallel with
said south line of Lot 10; Thence North
73.67 feet parallel with said East line
of Lots 10 through 15; Thence East
66A2 feet parallel with said south line
of Lot 10 to a point on said East line
of Lots 10 through 15, 201.17 feet North
of aforesaid South East comer of Lot 10;
and thence South 201.17 feet along said
East line of Lots 10 through 15 to the point
of beginning.
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IZMIR
Agreement for
Purchase and Sale of Real Estate
M
PURCHASE AGREEMENT FOR
425 DEMPSTER EVANSTON, ILLINOIS
This Purchase Agreement is made as of the _ day of , 2009 by
and between the City of Evanston, a home rule unit of local government located in Cook County,
Illinois ("Seller") and Chiaravalle Montessori School, an Illinois not -for -profit corporation
("Purchaser").
Purchaser is currently leasing certain property (the "Leased Property") from
Seller in accordance with that certain Lease dated September 1, 1997 (the "Lease").
Purchaser desires to purchase the Leased Property and certain other property
owned by Seller, and Seller desires to sell such property to Purchaser pursuant to the terms and
conditions set forth in this Agreement.
Accordingly, Seller and Purchaser agree as follows:
ARTICLE I
Definitions.
The following terms shall have the meanings set forth below:
Ll Affiliate, A person or business entity, corporate or otherwise, that directly
or indirectly through one or more intermediaries, controls or is controlled by or is under control
with Purchaser. The word "control' means the right and power, direct or indirect, to direct or
cause the direction of the management and policies of a business entity, corporation or otherwise.
L2 Agrcement. This Agreement, including the following exhibits attached
hereto and hereby made a part hereof:
Exhibit A:
Legal Description of Land
Exhibit B:
Permitted Exeeptions
Exhibit C:
Form of Deed
Exhibit D:
Form of Bill of Sale
Exhibit E:
Form of Termination of Lease
Exhibit F:
Form of Re -Certification
Warranties
of Representations and
1.3 Approvals Date. The date which is one -hundred and eighty (180) days
after the mutual execution and delivery of this Agreement. In the event that Purchaser has filed
one or more applications for the Governmental Approvals and any of such applications are still
pending as of the expiration of the original Approvals Date, Purchaser may, by written notice to
95922.9
Seller sent on or before the expiration of the Approvals Date, extend the Approvals Date for an
additional period of ninety (90) days.
1.4 Article. An article of this Agreement.
1.5 Closine. Concurrently, the transfer of title to the Property to Purchaser,
the payment to Seller of the Purchase Price, and the performance by each party of the other
obligations on its part then to be performed, all in accordance with Article 4.
L6 Closina Date. The date on which the Closing shall occur as provided in
Section 4.1.
1.7 Commitment. The title insurance commitment with respect to the Real
Property described in Section 5.1.1.
1.8 Construction Easement. A temporary easement from Seller to Purchaser
over and across Currey Park for the purpose of allowing Purchaser to construct and stage
materials in regard to the proposed addition to the existing school building, which easement shall
be in a form mutually acceptable to Seller and Purchaser.
L9 Executory Period. The period between the mutual execution and delivery
of this Agreement and the Closing.
1.10 Governmental Approvals. The Governmental Approvals shall mean the
obtaining of the following items in terms and conditions satisfactory to Purchaser: approval of
any variations, special uses, zoning text amendments, or other zoning, subdivision, building or
other code relief needed for Purchaser's intended use of the Property including a proposed
addition to the existing school building located on the Land.
1.11 Hazardous Material. Any substance, chemical, waste or material that is or
becomes regulated under applicable law because of its toxicity, infectiousness, radioactivity,
explosiveness, ignitability, corrosiveness or reactivity, including asbestos, urea formaldehyde,
polychlorinated biphenyls, nuclear fuel or materials, radioactive materials, explosives, known
carcinogens, petroleum products and by-products and any substance, chemical, waste or material
regulated by any Hazardous Material Law.
1.12 Hazardous Material Laws. Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, the Superfund Amendments and Reauthorization Act
of 1986, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, as
such acts may be amended from time to time, and any other Federal, state, county, municipal,
local or other law, statute, code, ordinance, rule or regulation which relates to or deals with
human health or the environment in the jurisdiction in which the Property is located.
1.13 lmorovements. All buildings, structures, fixtures and improvements
located on the Land.
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1.14 Land. The real property located 425 Dempster Street, Evanston, Illinois,
and consisting of approximately 23,000 square feet of land, more particularly described on
xhibit A together with all easements, appurtenances and hereditaments thereto.
1.15 Permanent Easement. A permanent easement from Seller to Purchaser
over and across Currey Park for the purpose of providing•Purehaser with rights of ingress, egress,
and the location of utilities in relation to Purchaser's use and occupation of the Property, which
easement shall be in a form mutually acceptable to Seller and Purchaser.
1.16 Permitted Executions. The easements, restrictions, reservations and other
matters affecting title to the Property, if any, identified on Exhibit B. together with such other
matters as may be determined to be Permitted Exceptions pursuant to Section 5.2.
1.17 Personal Property. All personal property owned by Seller and used in
connection with the maintenance operation, ownership or management of the Real Property, to
be inventoried prior to the Review Date, as provided in Section 8.4.
1.18 Prove . The Real Property, the Personal Property, the Construction
Easement, The Permanent Easement, and the Records, collectively.
3.1.
1.19 Purchase Price. The purchase price for the Property described in Section
1.20 Real Pronertv. The Land and the Improvements, collectively.
1.21 Review Date. The date which is sixty (60) days after the mutual execution
and delivery of this Agreement.
1.22 Records. All records of Seller in Seller's possession or control relating to
the Real Property and the Personal Property, including (a) all records regarding maintenance,
repairs, capital improvements and services, and income and expenses relating to the ownership
and operation of the Property, (b) all, reports and studies (including soil, engineering,
environmental reports or tests, including all drafts and letters and other documents which order,
describe or limit the scope of such tests, reports or studies), (e) all originals and copies of
surveys, blueprints, plans and specifications regarding the Real Property and the Personal
Property, and (d) equipment manuals.
1.23 Section. A section of this Agreement.
1.24 Survey. The survey of the Real Property described in Section 5.1.2.
1.25 Title Comoanv. Chicago Title Insurance Company.
1.26 Title Evidence. The title evidence with respect to the Property described
in Section 5.1.1.
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ARTICLE 2
Purchase and Sale.
Seller hereby agrees to sell, and Purchaser hereby agrees to purchase, upon and
subject to the terms and conditions hereinafter set forth, the Property.
ARTICLE 3
Purchase Price.
3.1 Purchase Price. Purchaser shall pay to Seller as and for the Purchase Price
for the Property the sum of One Million Nine Hundred Thousand Dollars ($1,900,000.00).
3.2 Park lmorovement Donation. Purchaser shall pay to Seller, in addition to
the Purchase Price, the sum of Two Hundred Thousand Dollars ($200,000.00) (the "Park
Improvement Donation") which will be used by Seller to make certain improvements to Currey
Park, including but not limited to, improvements to the existing basketball court that will be
relocated in connection with the construction of Purchaser's proposed addition to the existing
school building. Seller agrees to work in good faith with Purchaser to identify the uses of the
Park Improvement Donation.
3.3 Manner of Pavment. The Purchase Price and the Park Improvement
Donation, plus or minus proration, adjustments and credits provided for in this Agreement shall
be paid in cash, by certified or cashier's check or wire transfer of immediately available funds in
installments (each an "Installment") as follows:
3.3.1 First Installment. At Closing, Five Hundred Thousand Dollars
($500,000.00), plus or minus prorations, adjustments and credits provided for in
this Agreement.
3.3.2 Second Installment. On or before December 31, 2010, Four
Hundred Thousand Dollars ($400,000.00). One Hundred Thousand Dollars
($100,000.00) of the second Installment shall be allocated toward the Park
Improvement Donation.
3.3.3 Third Installment. On or before December 31, 2011, Four
Hundred Thousand Dollars ($400,000.00).
3.3.4 Fourth Installment_ On or before December 31, 2012, Four
Hundred Thousand Dollars ($400,000.00).
3.3.5 Fifth Installment. On or before December 31, 2013, Four Hundred
Thousand Dollars ($400,000.00). One Hundred Thousand Dollars ($100,000.00)
of the fifth Installment shall be allocated toward the Park Improvement Donation.
Purchaser may, in its sole and absolute discretion, accelerate the payment of the
Installments from the schedule set forth above.
Me
3.4 Prohibition Acainst Liens. Until Purchaser shall pay all Installments of the
Purchase Price and Park Improvement Donation to Seller, Purchaser (a) shall not in any way
subject the Property to a mortgage, deed of trust or similar lien or encumbrance securing a loan
made to Purchaser; and (b) shall not permit the Property to become subject to any mechanics',
materialmens', or other similar liens, except for such liens that secure obligations incurred in the
ordinary course of business which are not past due or that are being contested in good faith by
appropriate proceedings which prevent enforcement of such lien and for which adequate reserves
or security are maintained.
ARTICLE 4
Closine.
4.1 Closine Date. The Closing shall occur on a date mutually agreed by Seller
and Purchaser, but in no event later than May 15, 2010. Seller and Purchaser acknowledge that
the parties intend to schedule the Closing approximately forty-five (45) days after Purchaser
shall have obtained the Governmental Approvals, The Closing shall be held at 10:00 a.m. on the
Closing Date at the offices of Title Company or at such other place, date and time as Seller and
Purchaser may agree.
4.2 Seller's Closine Documents. At Closing, Seller shall execute,
acknowledge (where appropriate), and deliver to Purchaser the following, each dated as of the
Closing Date and in form and substance reasonably satisfactory to Purchaser:
4.2.1 A special general warranty deed in the form of Exhibit C
conveying to Purchaser the Real Property, subject only to Permitted Exceptions.
42.2 A bill of sale in the form of Exhibit D conveying to Purchaser the
Personal Property.
4.2.3 A termination of the Lease in the form of Exhibit E.
4.2.4 The Construction Easement, if necessary.
4.2.5 The Permanent Easement, if necessary.
4.2.6 An Affidavit of Title in form reasonably acceptable to Purchaser.
4.2.7 A certificate in the form of Exhibit F certifying that the
representations and warranties contained in Section 7.1 of this Agreement are true
and correct as of the Closing Date.
4.2.8 An affidavit of Seller regarding liens, judgments, residence, tax
liens, bankruptcies, parties in possession, survey and mechanics' or materialmens'
liens and other matters affecting title to the Real Property and/or as may be
reasonably required by Title Company to delete the so-called "standard
exceptions" from the title insurance policy consistent with the Commitment.
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4.2.9 A transferor's certification stating that Seller is not a "foreign
person", "foreign partnership", "foreign trust" or "foreign estate" as those terms
are defined in Section 1445 of the Internal Revenue Code, and containing such
additional information as may be required thereunder.
4.2.1 0 Any appropriate required Federal Income Tax reporting form.
4.2.11 All documents and instruments which (a) Purchaser or Title
Company may reasonably determine are necessary to transfer the Property to
Purchaser subject only to the Permitted Exceptions, including, but not limited to,
releases of all existing mortgages or other liens, (b) Purchaser or Title Company
may reasonably determine are necessary to evidence the authority of Seller to
enter into and perform this Agreement and the documents and instruments
required to be executed and delivered by Seller pursuant to this Agreement (c)
Title Company may require as a condition to issuing the title insurance policy
consistent with the Commitment, or (d) may be required of Seller under
applicable law, including any revenue or tax certificates or statements, or any
affidavits, certifications or statements.
4.2.12 A settlement statement consistent with this Agreement.
4.3 Purchaser's Closine Documents, At Closing, Purchaser shall execute,
acknowledge (where appropriate), and deliver to Seller the following, each dated as of the
Closing Date and in form and substance reasonably satisfactory to Seller:
4.3.1 A termination of the Lease in the form of Exhibit E.
4.3.2 All documents and instruments which (a) Seller or Title Company
may reasonably determine are necessary to evidence the authority of Purchaser to
enter into and perform this Agreement and the documents and instruments
required to be executed and delivered by Purchaser pursuant to this Agreement, or
(b) may be required of Purchaser under applicable law, including any purchaser's
affidavits or revenue or tax certificates or statements.
4.3.3 A settlement statement consistent with this Agreement.
4.4 Purchaser's Additional Closine Deliveries.
4.4.1 At Closing, Purchaser shall cause to be delivered to Seller the
portion of the Purchase Price payable pursuant to Section 3.1, as adjusted
pursuant to Section 4.6, in cash or by certified or cashier's cheek or by wire
transfer of immediately available funds.
4.5 Closing Escrow. Purchaser and Seller shall deposit the respective Closing
deliveries described in Sections 4.2, 4.3 and 4.4 with Title Company with appropriate
instructions for recording and disbursement consistent with this Agreement.
M
Closing:
4.6 Closine Adiustments. The following adjustments shall be made at
4.6.1 Seller and Purchaser acknowledge that Purchaser is currently
leasing the Leased Property and as such there shall be no proration at Closing of
real estate taxes, utility expenses, including water, fuel, gas, electricity, telephone,
sewer, trash removal, heat and other services furnished to or provided for the
Property.
4.6.2 Seller and Purchaser expect that this transaction will be exempt
from State, County and municipal transfer taxes, provided, however, if the
transaction is not exempt, Seller shall pay the State, County and municipal
transfer taxes due regarding this transaction.
4.6.3 Seller shall pay all costs, if any, relating to the prepayment of any
existing mortgage or other lien.
4.6.4 Purchaser shall pay all service charges for and costs of the Title
Evidence. Purchaser shall pay all premiums required for Purchaser's and it
lender's title policy.
4.6.5 Seller and Purchaser shall each pay one half ('/z) of any Closing fee
payable to Title Company with respect to the transaction contemplated by this
Agreement, including the fees relating to the Closing Escrow described in Section
4.5.
4.6.6 Seller and Purchaser shall each pay its own 'attorneys' fees incurred
in connection with this transaction.
If any of the amounts allocated under this Section 4.6 cannot be calculated with
complete precision at Closing because the amount or amounts of one or more items included in
such calculation are not then known, then such calculation shall be made on the basis of the
reasonable estimates of Seller and Purchaser, subject to adjustment and reconciliation within six
(6) months of Closing.
4.7 Possession. Seller shall deliver exclusive legal and actual possession of
the Property to Purchaser on the Closing Date.
VU14HOMo
Title Examination.
5.1 Title Evidence. Within thirty (30) days after the mutual execution and
delivery of this Agreement, Purchaser will obtain at its costs and expense the following title
evidence (the "Title Evidence") to Purchaser:
5.1.1 A commitment to insure title to the Real Property issued by Title
Company (the "Commitment").
Ilia
5.1.2 A current survey of the Real Property, prepared and certified by a
registered land surveyor licensed in the jurisdietion in whieh the Real Property is
located reasonably satisfactory to Purchaser.
5.2 Purchaser's Obiections and Requirements. Purchaser shall be allowed
until the Review Date for examination of the Title Evidence and making any objections to the
form and/or content of the same. Purchaser shall have the right to object to any of the Permitted
Exceptions but Seller shall not be obligated to cure such exceptions. Any objections not made
on or before the Review Date shall be deemed to be waived by Purchaser and shall constitute
additional Permitted Exceptions. Purchaser's objections may include additional requirements
with regard to the Title Evidence based upon its initial review of the same, including requiring
(a) satisfaction of Title Company's requirement as set forth in the Commitment, (b) deletion of
all the so-called "standard exceptions" to coverage, (c) affirmative insurance of any easements
appurtenant to the Real Property, (d) reasonable affirmative title insurance endorsements
(including comprehensive, zoning, access, subdivision, contiguity, where applicable, and survey
accuracy) with respect to the Real Property. Purchaser shall have the renewed right to object to
the Title Evidence if the same is revised or endorsed from time to time.
5.3 Correction of Title. Seller shall be allowed thirty (30) days after the
making of Purchaser's objections to cure the same and shall diligently proceed and use its
reasonable efforts to do so. If such cure is not completed within said thirty (30) day period,
Purehaser shall have the option to do any of the following:
5.3.1 Terminate this Agreement and receive a full refund of all Earnest
Money together with interest thereon.
5.3.2 Withhold from the Purchase Price an amount which in the
reasonable judgment of Title Company is sufficient to assure cure of Purchaser's
objections. Any amount so withheld shall be placed in escrow with Title
Company pending cure and satisfaction. If Seller has not cured Purchaser's
objections within thirty (30) days after Closing, Purchaser may proceed in its
discretion to do so and charge the reasonable costs of cure (including reasonable
attorneys' fees) against the amount so escrowed. Seller agrees to reasonably
cooperate with such cure by Purchaser.
5.3.3 Waive one or more of its objections and proceed to Closing.
ARTICLE 6
Conditions Precedent.
6.1 Conditions in Favor of Purchaser. The obligations of Purchaser under this
Agreement are contingent upon each of the following:
6.1.1 On or before the Review Date, Purchaser shall have determined in
its sole discretion whether the Property supports the Purchase Price, and whether
the Property is acceptable to Purchaser in all respects, including, but not limited to
its review of Seller's deliveries made pursuant to this Agreement. If Purchaser
shall conclude that such is not the case, Purchaser may terminate this Agreement
by sending notice to Seller on or before the Review Date, in which event: (a) this
Agreement shall be null and void and (b) the parties shall have no further rights or
obligations under this Agreement, except for those rights, liabilities or obligations
that expressly survive a termination of this Agreement.
6.1.2 On or before the Approvals Date (as maybe extended), Purchaser
shall have obtained the Governmental Approvals. In the event the Governmental
Approvals are not obtained on or before the Approvals Date, Purchaser may
terminate this Agreement by sending notice to Seller on or before the Approvals
Date, in which event: (a) this Agreement shall be null and void and (b) the parties
shall have no further rights or obligations under this Agreement, except for those
rights, liabilities or obligations that expressly survive a termination of this
Agreement.
6.1.3 On the Closing Date, eaeh of the representations and warranties of
Seller in Section 7.1 shall be true and correct in all material respects as if the same
were made on the Closing Date.
6.1.4 On the Closing Date, Seller shall have performed all of the
obligations required to be performed by Seller under this Agreement as and when
required under this Agreement, and shall not have caused or permitted any
material adverse changes during the period between the Review Date and the
Closing Date in any matter reviewed by Purchaser during the Review Period.
If any conditions in Sections 6.1.3 through 6.1.4 have not been satisfied on or before the Closing
Date, then Purchaser may terminate this Agreement by sending notice to Seller on or before the
Closing Date subject, however, to Seller's rights to cure in accordance with Section 13.2. The
conditions in this Section 6.1 are specifically stated and for the sole benefit of Purchaser.
Purchaser in its discretion may unilaterally waive (conditionally or absolutely) the fulfillment of
any one or more of the conditions, or any part thereof, by notice to Seller. Seller shall not take or
authorize, directly or indirectly, any action that modifies or changes the circumstances upon
which the conditions set forth in this Section 6.1 were deemed satisfied or waived by Purchaser
without Purchaser's consent.
6.2 Conditions in Favor of Seiler. The obligations of Seller under this
Agreement are contingent upon each of the following:
6.2.1 On the Closing Date, each of the representations and warranties of
Purchaser in Section 7,2 shall be true and correct as if the same were made on the
Closing Date.
6.2.2 On the Closing Date, Purchaser shall have performed all of the
obligations required to be performed by Purchaser under this Agreement as and
when required under this Agreement.
If any of the conditions in Section 6.2.1 and 6.2.2 have not been satisfied on or before the
Closing Date, then Seller may terminate this Agreement by sending notice to Purchaser on or
0
before the Closing Date, subject, however, to Purchaser's rights to cure in accordance with
Section 13.1. The conditions in this Section 6.2 are specifically stated and for the sole benefit of
Seller. Seller in its discretion may unilaterally waive any one or more of the conditions, or any
part thereof, by notice to Purchaser.
6.3 Purchaser's riaht to obtain the Governmental Auprovals. Purchaser shall,
at its sole cost and expense, seek to obtain the Governmental Approvals. The parties agree and
acknowledge that Seller shall not in any way be obligated to grant the Governmental Approvals
and that Purchaser's application(s) for the Governmental Approvals will be reviewed under
normal City of Evanston processes subject to normal City of Evanston standards of review
without regard to the existence of this Agreement.
ARTICLE 7
Reoresentations and Warranties.
7.1 Seller's Representations and Warranties. Seller represents and warrants to
Purchaser as of the date of this Agreement as follows:
7.1.1 There are no contracts in effect for the sale of any of the Property
other than this Agreement. Seller has received no notice of and has no knowledge
of any rights of first refusal or first offer, options to purchase any of the Property
or any other rights or agreements which may delay or prevent this transaction.
Seller has not entered into any contracts or service agreements with respect to the
Property.
7.1.2 There has been no labor or materials of any kind famished to or for
the benefit of the Property for which payment in full has not been made.
7.1.3 No person or entity is entitled to possession of any of the Property,
other than Seller and Purchaser under the Lease, and except pursuant to Permitted
Exceptions.
7.1.4 To the best of Seller's knowledge, Seller has not (i) generated,
manufactured, buried, spilled, leaked, or (ii) discharged, emitted, stored, disposed
of, used or released any Hazardous Materials about the Real Property, and has
permitted no other party to do any of the same. To the best of Seller's knowledge,
Seller at all times has operated and administrated the Real Property in compliance
with Hazardous Material laws and has kept in full force and effect all licenses,
permits, and other authorizations required pursuant to any Hazardous Material
Law for the lawful operation and administration of the Real Property. Seller has
received no notiee of and has no knowledge of (a) that any Hazardous Material(s)
is or has ever been generated, manufactured, buried, spilled, leaked, discharged,
emitted, stored, disposed or, used or released about the Real Property, (b) of any
current requests, notices, investigations, demands, administrative proceedings,
hearings, litigation or other action proposed, threatened or pending relating to any
of the Real Property which allege non-compliance with or liability under any
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Hazardous Material Law, or (c) that any above -ground or underground storage
tanks or other containment facilities of any kind containing any Hazardous
Materials are or have ever been located about the Real Property.
7.1.5 Seller has delivered or, within the time frame provided in Section
8.2. shalI deliver to Purchaser true, correct and complete copies of the Records in
Seller's custody and control. Seller does not warrant and shall not be responsible
for the accuracy or completeness of any Record not prepared by Seller or an
affiliate of Seller or their conclusions or recommendations unless Seller or any
affiliate has knowledge that the same are inaccurate, incomplete or misleading in
any material respect.
7.1.6 Seller has delivered or, within the time frame provided in Section
8.6 shall deliver to Purchaser, the inventory of the Personal Property described
therein.
7.I.7 Seller is a home rule municipal corporation under the laws of the
State of Illinois, and has ,the requisite power and authority to enter into and
perform this Agreement and the documents and instruments required to be
executed and delivered by Seller pursuant hereto. This Agreement has been duly
executed and delivered by Seller and is a valid and binding obligation of Seller
enforceable in accordance with its terms. This Agreement and the documents and
instruments required to be executed and delivered by Seller pursuant hereto have
each been duly authorized by all necessary municipal action on the part of Seller
and that such execution, delivery and performance does and will not conflict with
or result in a violation of any judgment, order or decree of any court or arbiter to
which Seller is a party, or any agreement to which Seller and/or any of the
Property is bound or subject.
The foregoing representations and warranties are express representations and
warranties which Purchaser shall be entitled to rely on regardless of any investigation or inquiry
made by, or any knowledge of, Purchaser. If Purchaser shall obtain knowledge prior to Closing
that any representation or warranty of Seller contained in this Agreement is untrue or incorrect,
but nonetheless elects to proceed to consummate the transaction contemplated by the Agreement,
Seller shall have no liability with respect to such untrue or incorrect representation or warranty
notwithstanding any contrary provision, covenant, representation or warranty contained in this
Agreement. The foregoing representations and warranties (including as remade pursuant to
Section 4.2.5) shall survive until one (1) year following Closing provided, however, that the
survival of those representations that relate to the environmental condition of the Property and
the rent roll shall not be limited by this Agreement.
7.2 Purchaser's Reoresentations and Warranties. Purchaser represents and
warrants to Seller as of the date of this Agreement as follows:
7.2.1 Purchaser has been duly formed and is in good standing under the
laws of the State of Illinois, is duly qualified to transact business in the
jurisdiction in which the Property is located, and has the requisite power and
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authority to enter into and perform this Agreement and the documents and
instruments required to be executed and delivered by Purchaser pursuant hereto.
This Agreement has been duly executed and delivered by Purchaser and is a valid
and binding obligation of Purchaser enforceable in accordance with its terms.
This Agreement and the documents and instruments required to be executed and
delivered by Purchaser pursuant hereto have each been duly authorized by all
necessary corporate action on the part of Purchaser and that such execution,
delivery and performance does and will not conflict with or result in a violation of
Purchaser's articles of incorporation or by-laws or any judgment, order or decree
of any court or arbiter to which Purchaser is a party, or any agreement to which
Purchaser and/or any of the Property is bound or subject.
The foregoing representations and warranties are express representations and
warranties which Seller shall be entitled to rely on regardless of any investigation or inquiry
made by, or any knowledge of, Seller. The foregoing representations and warranties shall
survive until one (1) year following the Closing.
ARTICLE 8
Insoection; Condition of Pronerty at Closing.
8.1 Right of Entry. During the Executory Period, Purchaser and its
employees, agents and independent contractors shall have the right, in accordance with this
Agreement and in accordance with the Lease, to enter the Property to inspect the same, perform
surveys, environmental assessments, soil and other tests and for other investigations and
activities consistent with the purposes of this Agreement. Purchaser shall restore any damage to
the Property caused by such inspection and hereby agrees to indemnify and hold Seller harmless
from all liabilities incurred by Seller and arising out of any such entry except that Purchaser shall
not have any responsibility with respect to any Hazardous Materials existing at the Property.
Purchaser shall maintain and cause its representatives and agents conducting any investigations
or activities on the Property to maintain and have in effect commercial general liability insurance
with (a) limits of not less than $1,000,000 per occurrence for personal injury, including bodily
injury and death, and property damage and (b) Seller named as an additional insured party, The
foregoing indemnity and hold harmless shall survive termination of this Agreement.
8.2 Delivery Requirements. To the extent not previously delivered by Seller
to Purchaser, Seller shall deliver to Purchaser within five (5) business days after the mutual
execution and delivery of this Agreement true and complete copies of each of the Records.
8.3 "As Is" Sale. Purchaser acknowledges that it will have adequate
opportunity to inspect the Property and accepts the risk that any inspection may not disclose all
material matters affecting the Property. SUBJECT ONLY TO THE TERMS OF SECTION 7.1
AND IF PURCHASER CLOSES THE TRANSACTION CONTEMPLATED HEREUNDER,
PURCHASER AGREES TO ACCEPT THE PROPERTY IN ITS "AS IS" "WHERE IS" AND
"WITH ALL FAULTS" CONDITION AT CLOSING WITHOUT ANY REPRESENTATION
OR WARRANTY WHATSOEVER INCLUDING AS TO MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
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8.4 Personal Pronertv. Seller shall deliver to Purchaser within fifteen (15)
days after the mutual execution and delivery of this Agreement an inventory of the Personal
Property.
ARTICLE 9
Operation Pendine Closing.
During the Executory Period, Seller and Purchaser shall operate the Property in
accordance with the terms and conditions of the Lease.
ARTICLE ld
Damaee or Destruction.
If prior to Closing any of the Property is damaged or destroyed by fire or other
casualty, Purchaser at its option may either (a) terminate this Agreement, or (b) proceed to
Closing and receive at Closing a payment or an assignment of all amounts recovered or
recoverable by Seller on account of insurance on the Property or part thereof. Prior to Closing,
Seller shall not adjust any casualty insurance on the Property or commence any repair or
restoration of any damage or destruction without the consent of Purchaser.
ARTICLE 11
Intentionally Deleted
ARTICLE 12
Brokers.
Each of the parties represents to the other that such party has not incurred any
brokerage commission or finder's fee as a result of this transaction. Purchaser shall indemnify
and hold Seller harmless from and against all losses, costs, damages, liabilities, claims or
expenses, including, without limitation, reasonable attorneys' fees, arising out of the claim to a
commission by any party which claim is based on the actions of Purchaser. Seller shall
indemnify and hold Purchaser harmless from and against any and all claims, losses, costs,
damages, liabilities and expenses, including, without limitation, reasonable counsel fees,
resulting from a claim by any other party that it is entitled to a commission as a result of the
transaction contemplated by this Agreement. The provisions of this Article 12 shall survive
termination of this Agreement.
ARTICLE 13
Default.
13.1 Purchaser's Default Prior to Closine. In the ease of any default by
Purchaser of its obligations under this Agreement prior to Closing, Seller shall notify Purchaser
of Purchaser's default and unless the default so specified shall have been cured within fifteen
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(15) days after the giving of such notice, Seller shall, as its sole and exclusive remedy, have the
right to terminate this Agreement.
13.2 Seller's Default. In the case of any default by Seller of its obligations
under this Agreement, Purchaser shall notify Seller of Seller's default and unless the default so
specified shall have been cured within fifteen (15) days after the giving of such notice, Purchaser
shall have the following options: (a) to enforce this Agreement by an action at law (including
the right to seek damages from Seller) or equity for specific performance or (b) to terminate this
Agreement.
13.3 Purchaser's Default After Closing. In the case of the default by Purchaser
in the payment of any Installment after Closing, Seller shall notify Purchaser of Purchaser's
default in the payment of an Installment and unless the default so specified shall have been cured
within one -hundred and eighty (180) days after the giving of such notice, Seller shall have the
following options: (a) to enforce this Agreement by an action at law or in equity, including an
action for specific performance or (b) to demand a reconveyance of the Property. Seller and
Purchaser may also agree to extend the due date of any Installment by mutual agreement. Any
Installment, or portion thereof, paid after its due date shall bear interest on the unpaid amount at
the rate per annum of 2% over the Prime Rate (as hereinafter defined). The "Prime Rate' is
defined as the lending rate published from time to time in the Wall Street Journal as the prime
rate. In the event the Wall Street Journal shall cease to publish a prime rate, the interest rate of
the most comparable rate selected by Seller shall be an acceptable substitute therefore.
13.3.1 Reconvevance of the Prooerty. At Closing, Purchaser shall deposit
a quitclaim deed for the Property in escrow with the Title Company for the benefit
of Seller. The terms of such escrow will provide that upon a default by Purchaser
in the payment of any Installment after Closing, if Seller shall elect a
reconveyance of the Property, the Title Company shall deliver the quitclaim deed
to Seller. Upon a reconveyance of the Property, Seller will lease the Property to
Purchaser generally in accordance with the terms of the Lease for the remainder
of the term of the original Lease as modified to take into consideration the
expansion of the Premises to be conterminous with the boundaries of the
Property. Rent will be payable by Purchaser to Seller in accordance with the rent
schedule of the original Lease, provided that in consideration of the Purchaser's
payment of some, but not all of the Installments, Purchaser shall receive a ten (10)
year credit toward rent due under the lease. Subsequent to such ten (10) year
period, rent shall be due and payable under the lease in accordance with the rent
schedule of the original Lease.
ARTICLE 14
Assienability.
Purchaser may not assign its rights under this Agreement without the consent of
Seller, except to an Affiliate of Purchaser at Closing.
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ARTICLE 15
Notices.
Any notice, consent, waiver, request or other communication required or provided
to be given under this Agreement or required to be served under applicable law shall be in
writing and shall be sufficiently given and shall be deemed given when delivered personally or
when mailed by certified or registered mail, return receipt requested, postage prepaid, or when
transmitted by facsimile with a facsimile confirmation sheet sent by United States mail, or when
dispatched by nationally recognized overnight delivery service, in any event, addressed to the
party's address as follows:
If to Purchaser: Chiaravalle Montessori School
425 Dempster Street
Evanston, IL 60201
Attention: BrendaMizel
Facsimile: 847-570-0140
with copy to:
Applegate & Thorne -Thomsen, P.C.
322 S. Green Street, Suite 400
Chieago, IL 60607
Attention: Steven D. Friedland
Facsimile: (312) 421-6162
If to Seller: City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Attention: City Manager
Facsimile: 847-448-8083
with copy to:
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Attention: Corporation Counsel
Facsimile: 847-448-8093
or to such party at such other address as such party, by ten (10) days prior written notice given as
herein provided, shall designate, provided that no party may require notice to be sent to more
than two (2) addresses. Any notice given in any other manner shall be effective only upon
receipt by the addressee.
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ARTICLE 16
Representations, Warranties And Covenants With Resnect To The USA Patriot Act.
16.1 Definitions. All capitalized words and phrases and all defined terms used
in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (the "Patriot Act") and
in other statutes and all orders, rules and regulations of the United States government and its
various executive departments, agencies and offices related to the subject matter of the Patriot
Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are
hereinafter collectively referred to as the "Patriot Rules" and are incorporated into this Section.
16.2 Renresentations and Warranties. Purchaser and Seller hereby represent
and warrant, each to the other, that to the best of their respective knowledge, each and every
"person" or "entity" affiliated with each respective party or that has an economic interest in each
respective party or that has or will have an interest in the transaction contemplated by this
Agreement or in any Property that is the subject matter of this Agreement or will participate, in
any manner whatsoever, in the purchase and sale of the Property is, to the best of Purchaser's or
Seller's knowledge:
16.2.1 not a "blocked" person listed in the Annex to Executive Order Nos.
12947, 13099 and 13224;
16.2.2 in full compliance with the requirements of the Patriot Rules and
all other requirements contained in the rules and regulations of the Office of
Foreign Assets Control, Department of the Treasury ("OFAC");
16.2.3 operated under policies, procedures and practices, if any, that are
in compliance with the Patriot Rules and available to each other for review and
inspection during normal business hours and upon reasonable prior notice;
16.2.4 not in receipt of any notice from the Secretary of State or the
Attorney General of the United States or any other department, agency or office
of the United States claiming a violation or possible violation of the Patriot Rules;
16.2.5 not listed as a Specially Designated Terrorist or as a blocked
person on any lists maintained by the OFAC pursuant to the Patriot Rules or any
other list of terrorists or terrorist organizations maintained pursuant to any of the
rules and regulations of the OFAC issued pursuant to the Patriot Rules or on any
other list of terrorists or terrorist organizations maintained pursuant to the Patriot
Rules;
16.2.6 not a person who has been determined by competent authority to
be subject to any of the prohibitions contained in the Patriot Rules; and
16.2.7 not owned or controlled by or now acting and or will in the future
act for or on behalf of any person or entity named in any list promulgated under
the Patriot Rules or any other person who has been determined to be subject to the
prohibitions contained in the Patriot Rules.
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ARTICLE 17
Miscellaneous.
17.1 Entire Agreement. Modification. This Agreement embodies the entire
agreement and understanding between Seller and Purchaser, and supersedes any prior oral or
written agreements, relating to this transaction. This Agreement may not be amended, modified
or supplemented except in a writing executed by both Seller and Purchaser_ No term of this
Agreement shall be waived unless done so in writing by the party benefited by such term.
17.2 Survival: No Merger. Except to the extent expressly set forth herein, the
terms of this Agreement shall not survive or be enforceable after the Closing and shall be merged
therein.
17.3 Governing Law. This Agreement shall be construed under and governed
by the laws of the State of Illinois.
17.4 Time of the Essence. Time is of the essence under this Agreement.
17.5 Construction. The rule of strict construction shall not apply to this
Agreement. This Agreement shall not be interpreted in favor of or against either Seller or
Purchaser merely because of their respective efforts in preparing it.
17.6 Cautions. Gender. Number and Language of Inclusion. The article and
section headings in this Agreement are for convenience of reference only and shall not define,
limit or prescribe the scope or intent of any term of this Agreement. As used in this Agreement,
the singular shall include the plural and vice versa, the masculine, feminine and neuter adjectives
shall include one another, and the following words and phrases shall have the following
meanings: (i) "including" shall mean "including but not limited to", (H) "terms" shall mean
"terms, provisions, duties, covenants, conditions, representations, warranties and indemnities",
(iii) "any of the Property" or "any of the Real Property" shall mean "the Property or any part
thereof or interest therein" or "the Real Property or any part thereof or interest therein", as the
case may be, (iv) "rights" shall mean "rights, duties and obligations", (v) "liabilities" shall mean
"liabilities, obligations, damages, fines, penalties, claims, demands, costs, charges, judgments
and expenses, including reasonable attorneys' fees", (vi) "incurred by" shall mean "imposed
upon or suffered or incurred or paid by or asserted against", (vii) "applicable law" shall mean
"all applicable Federal, state, county, municipal, local or other laws, statutes, codes, ordinances,
rules and regulations", (viii) "about the Property" or "about the Real Property" shall mean "in,
on, under or about the Property" or "in, on under or about the Real Property", as the case may be,
(ix) "operation" shall mean "use, non-use, possession, occupancy, condition, operation,
maintenance or management", and (x) "this transaction" shall mean "the purchase, sale and
related transactions contemplated by this Agreement".
17.7 Binding Effect, This Agreement shall inure to the benefit of and shall
bind the respective heirs, executors, administrators, successors and assigns of Seller and
Purchaser. Notwithstanding the foregoing, Seller's representations and warranties to Purchaser
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which relate to the environmental condition of the Property shall inure solely to the benefit of
Purchaser and its Affiliates and shall be assignable only to an Affiliate of Purchaser.
17.8 Counteroarts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one
instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing
the facsimile signature of a party hereto shall constitute a valid and binding execution and deliv-
ery of this Agreement by such party. Such facsimile copies shall constitute enforceable original
documents.
17.9 Day. For purposes of this Agreement, any day on which national banking
associations are required to be open for business in Chicago, Illinois shall be a business day.
Whenever, under the terms of this Agreement, the time for performance of a covenant or
condition falls upon a day other than a business day, such time for performance shall be extended
to the next business day. All references in this Agreement to a "day" or "days" shall mean
calendar day or days, unless either of the terms "business day" or "business days" is used.
ARTICLE 18
Right of First Refusal.
18.1 Grant of Refusal Right. The Property is being conveyed to Purchaser to
permit Purchaser to continue to occupy the Property as a school. In the event Purchaser shall no
longer intend to occupy the Property as a school and Purchaser (a) receives a bona fide offer to
sell the Property (b) to a buyer who does not intend to occupy the Property as a school (c) which
offer Purchaser intends to accept (an "Offer"), Purchaser shall notify Seller in writing of such
Offer (the "Offer Notice") and Seller shall have a right of first refusal to purchase the Property
(the "Refusal Right") on the terms and conditions set forth in this Agreement. The Offer Notice
shall also include a calculation of the Refusal Right Price, as defined below.
18.2 Exercise of Refusal Right. Seiler shall have thirty (30) days after
Purchaser's delivery of the Offer Notice to exercise the Refusal Right. Seller must exercise the
Refusal Right by delivering written notice to Purchaser within such thirty (30) day period that
Scher desires to purchase the Property. In the event Seller exercises the Refusal Right in
accordance with the terms of this Agreement, Purchaser shall convey the Property to Seller by
way of a deed and bill of sale in a form similar to the forms attached to this Agreement as
Exhibits C and A, subject to Seller's payment to Purchaser of the Refusal Right Price. The
closing under the Refusal Right shall occur on a date agreed to by Seller and Purchaser, but not
in any event later that sixty (60) days after the date of Seller's exercise of the Refusal Right. The
closing shall take plaee in escrow with a title company of Seller's choice, In the event Seller
does not exercise the Refusal Right in accordance with the terms of this Agreement, Purchaser
may sell the Property in accordance with the Offer. If Purchaser does not sell the Property in
accordance with sueh Offer, Seller's Refusal Right shall remain in full force and effect for the
remainder of the Refusal Term (as defined below).
18.3 Refusal Right Price. The "Refusal Right Price" shall equal the sum of
the following amounts:
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18.3.1 The sum of all Installments paid by Purchaser prior to the closing
under the Refusal Right; plus
18.3.2 The actual cost of all capital improvements made to the Property
after the Closing Date.
18.4 Term of Refusal Right. The Refusal Right shall be in effect for a period of
ten (10) years from and after the Closing (the "Refusal 'Perm") and shall run with the land and
be binding on the respective heirs, executors, administrators, successors and assigns of Seiler and
Purchaser. Notwithstanding the foregoing, Seller's Refusal Right shall be subordinate to the
rights of any institutional or commercial mortgage lender or lenders who provide construction or
permanent financing to Purchaser for the Property and any improvements to be made thereto.
Seller will execute any instrument reasonably requested by such lender or lenders to confirm
such subordination.
[Signatures on Following Page)
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SIGNATURE PAGE
Seller and Purchaser have caused this Agreement to be executed and delivered as
of the date set forth opposite their name.
SELLER:
City of Evanston, a home rule unit of local
government located in Cook County, Illinois
Dated: By:
Name:
Its:
PURCHASER:
Chiaravalle Montessori School, an Illinois not -for -
profit corporation
Dated: By:
Name:
Its:
-20-
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
THAT PART OF LOTS 10 THROUGH 15 IN BLOCK 37 OF EVANSTON IN THE SOUTH EAST '/a OF
SECTION 18, TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE 3R° PRINCIPAL MERIDIAN, CITY OF
EVANSTON, COOK COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTH EAST
CORNER OF SAID LOT 10; THENCE WEST 150.25 FEET ALONG THE SOUTH LINE OF SAID LOT 10;
THENCE NORTH 99.83 FEET PARALLEL WITH THE EAST LINE OF SAID LOTS 10 THROUGH 15;
THENCE EAST 39.33 FEET PARALLEL WITH SAID SOUTH LINE OF LOT 10; THENCE NORTH 27.67
FEET PARALLEL WITH SAID EAST LINE OF LOTS 10 THROUGH 15; THENCE EAST 44.50 FEET
PARALLEL WITH SAID SOUTH LINE OF LOT 10; THENCE NORTH 73.67 FEET PARALLEL WITH SAID
EAST LINE OF LOTS 10 THROUGH 15; THENCE EAST 66.42 FEET PARALLEL WITH SAID SOUTH LINE
OF LOT 10 TO A POINT ON SAID EAST LINE OF LOTS 10 THROUGH 15, 201.17 FEET NORTH OF
AFORESAID SOUTH EAST CORNER OF LOT 10; AND THENCE SOUTH 2O1.17 FEET ALONG SAID EAST
LINEOFLOTS 10THROUGH 15 TO THE POINT OF BEGINNING.
A-1
PERMITTED EXCEPTIONS
To be determined by Title Evidence
s
This document was prepared by:
After recording return to:
EXHIBIT C
FORM OF DEED
(The above space for recorder's use only)
SPECIAL WARRANTY DEED
a whose mailing address is
("Grantor"), for and in consideration of TEN AND
NO/100 DOLLARS (SI0.00) and other good and valuable considerations in hand paid, the
receipt and sufficiency of which are hereby acknowledged, by these presents does GRANT,
BARGAIN, SELL, REMISE, RELEASE, ALIEN AND CONVEY to , a
whose mailing address is ("Grantee"), and to its
successors and assigns FOREVER, all the following real property situated in the County of
, in the State of Illinois, to wit:
SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.
Permanent Real Estate Index Number:
Address of Real Estate:
Hereby releasing and waiving all rights under and by virtue of the Homestead Exemption
Laws of the State of Illinois.
Together with all and singular the hereditaments and appurtenances thereunto belonging,
or in anywise appertaining, together with the improvements thereon and the reversion and
reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right,
title, and interest, of Grantor, of, in and to the above described premises, with the hereditamenis
and appurtenances: TO HAVE AND TO HOLD the said premises as above described, with the
appurtenances, unto the Grantee, its heirs, successors and assigns forever.
C-I
And Grantor, for itself, and its suceessors, does covenant, promise and agree, to and with
the Grantee, its successors and assigns, that it has not done or suffered to be done, anything
whereby the said premises hereby granted are, or may be, in any manner encumbered or charged,
except as herein recited; and it WILL WARRANT AND DEFEND the said premises unto the
Grantee, its successors and assigns, against all persons lawfully claiming, or to claim the same,
by, through or under it, subject to the matters set forth in Exhibit B attached hereto and made a
part hereof.
In Witness Whereof, said Grantor has caused this Special Warranty Deed to be executed
this —"' day of . 200_.
[Insert Grantor Signature Block]
C-2
State of }
) ss.
County of )
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY THAT and personally known to me to be the
and of , and personally known to me to be the same
persons whose names are subscribed to the foregoing instrument, appeared before me this day in
person, and acknowledged that as such they signed and delivered the said
instrument, pursuant to authority given by the members of said limited liability company, and as
their free and voluntary act for the uses and purposes therein set forth.
Given under my hand and official seal, this _ day of , 200_.
Commission expires
Notary Public
SEND SUBSEQUENT TAX BILLS TO:
[Insert address for tax bills]
C-3
FORM OF BILL OF SALE
THIS BILL OF SALE ("Bill of Sale") is made and given as of the _ day of
200_ in accordance with the provisions of that certain Purchase Agreement dated as of
200_ (the "Contract") between ("Seiler"), and
("Purchaser"). Unless otherwise specifically provided in this Bill of Sale, all
capitalized terms in this Bill of Sale not otherwise defined in this Bill of Sale have the same
meanings as in the Contract and for such purpose the Contract is incorporated in this Bill of Sale
by this reference.
FOR TEN AND NOI100 DOLLARS ($10.00) and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which Seller acknowledges, Seller sells,
assigns, transfers, quit -claims, and sets over unto Purchaser the Personal Property and all of the
right, title, and interest of Seller in, to, and under the Personal Property, to have and to hold unto
Purchaser, its legal representatives, successors, and assigns, forever.
ALL WARRANTIES OF QUALITY OF FITNESS FOR A PARTICULAR PURPOSE
AND MERCHANTABILITY ARE EXPRESSLY EXCLUDED. THE PERSONAL
PROPERTY SOLD HEREUNDER IS SOLD IN "AS IS" CONDITION WITHOUT ANY
REPRESENTATION OR WARRANTY BY SELLER.
Signed:
D-1
EXHIBIT E
Termination of Lease
This instrument was prepared
by and after reeording, return to:
Steven D. Friedland
Applegate & Thome-Thomsen, P.C.
322 South Green Street, Suite 400
Chicago, Illinois60607
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement ("Agreement") is made as of the day
of , 2009, by and among City of Evanston, a home rule unit of local government
located in Cook County, Illinois ("Landlord") and Chiaravalle Montessori School, an Illinois
not -for -profit corporation ("Tenant').
Recitals
A. Tenant and Landlord have entered into that certain Lease dated September 1,
1997 (the "Lease") with respect to certain land located at located 425 Dempster Street, Evanston,
Illinois and legally described on Exhibit A attached hereto (the "Leasehold Property");
B. Tenant and Landlord desire to terminate the Lease.
Agreements
In consideration of the Recitals set forth above, the mutual agreements set forth
below and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Landlord and Tenant agree as follows:
Termination of Lease. Landlord and Tenant hereby terminate the Lease effective as of
the date hereof.
(Signature Page Follows)
E-1
The parties have executed this Agreement as of the date first above written.
City of Evanston, a home rule unit of local
government located in Cook County, Illinois
�w
\i=
Its:
Chiaravatle Montessori School, an Illinois not -for -
profit corporation
M
Name:
Its:
E-2
State of Illinois }
} ss:
County of Cook )
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY THAT _ personally known to me to be _ of
the City of Evanston, 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 on behalf of such municipal corporation, s/he signed and delivered the said instrument as his
free and voluntary act, and as the free and voluntary act and deed of said municipal corporation,
for the uses and purposes therein set forth.
Given under my hand and official seal, this day of 200_
Notary Public
My Commission Expires: [SEAL]
State of Illinois )
) SS.
County of Cook }
I, , a Notary Public in and for said County in the State aforesaid,
do hereby certify that , the of Chiaravalle Montessori School,
and personally known to me, to be the same person whose name is subscribed to the foregoing
instrument as such officer, appeared before me this day in person and acknowledged that he/she
signed and delivered such instrument as his/her own free and voluntary act, and as the free and
voluntary act of the corporation, all for the uses and purposes set forth therein.
Given under my hand and notarial seal on this — day of 200_
Notary Public
My Commission Expires: [SEAL]
1-3
13►�:43iI1T:1
Legal Description
E-4
EXHIBIT F
FORM OF RE -CERTIFICATION OF REPRESENTATIONS AND WARRANTIES
KNOW ALL MEN BY THESE PRESENTS THAT:
("Seller") for the consideration of Ten Dollars ($10.00) and other valuable considerations,
received to its full satisfaction from ("Purchaser"), does hereby
reaffirm and ratify, and remake as of the date hereof in favor of Purchaser, its successors and
assigns, each and every warranty and representation made by Seller in the Purchase Agreement
between Purchaser and Seller dated , 200,, and such warranties and
representations shall survive the closing of the transaction in the manner and for the time periods
contemplated by the Agreement, and shall not be deemed to merge upon the delivery and
acceptance of Seller's deed or any other conveyance document.
IN WITNESS WHEREOF Seller has executed this instrument as of this day of
200.
By:
Name:
Its:
F-1
EXHIBIT C
Publication Notice (sample)
NOTICEM INTENT TO SELL
CERTAIN CITXO W NEO REAL
ESTATEINTEREST
Public Natio is hereby Olden that all
August 10. 2009, a16.00 p.m.. in the
City Counts Chambers of 2100 Ridge
Aranuso, The Evanston Cilia Comer, she
Ey.nstan City Co mdtedh consider the
Salo of the city. irdertst In corlain MW
estate. oath The foOoeiig bmald.:
Thet papady is bpu d st on the north by
Curry Park andmulldamhy houskv, an
Me west by HIMM A.M. an Ilia
south by Dempster Strout and an the
cast an ahoy lauded smsl to Judean
The legal description.1 the property is
as follovr
Than pad of I = 101hrough 15 in Sock
37 a Evanston N Iho south call Is of
Sedion 16, tosmship 41 NMh, range 14
East Of the 3rd P18rdpotmeddien, Chy of
Evamtoo, Cook County, 0lincls.
dastnbcd ea fahaa+: beginning at me
south eastcomes of said lm 10: fiem
West 150.25 feet stomp the south line of
said Lot 10; Them Nodh 99.93 feet
parailoi.th an aril lira of said lots 10
through 15, Thence Ee.l 39.33 foot
parallel with said south lino of Lot 10;
Thom NOM2Tb7 f uI uvolkleiihsaid
East lino of Loss 10 OucuOh 15; Them
East 44 50 tool parslbl velh said south
line of Lot 10, Them NOM 73.07 lent
panshil with said East fine of Ws 10
INasgh 15. Them East 66.42 Foal
pamliei with satdsoulh linoaf tat lOtoa
pelnl an avid East linoaf Con /01Nough
is. 201.17 ("1 Nadh of ofaresaid South
East mmw al Lot 10, and them South
20t 17 few atone "If East hna of Lou
t0 auwgh ism 1M poled pt D.Omdng
Said er.pedy is preserdh a— pied and
wilt W amid for Imposes 4. of forih in
the udariying reel estate sates mNmd,
as al lewd h die City 2oriing Ordatem.
34-0-09
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