HomeMy WebLinkAboutRESOLUTIONS-1992-024-R-923-20-92
24-R-92
A RESOLUTION
Authorizing Execution of an Indemnification Agreement
Pertaining to Acquisition of Certain Real Estate
WHEREAS, -the City Council of the City of Evanston has
considered the acquisition of real estate hereinafter described
in connection with a tax increment financing redevelopment
project; and
WHEREAS, the City Council has determined that it is
necessary to acquire said real estate for redevelopment purposes
pursuant to the provision of Section 11-74.4-4 of Chapter 24 of
the Illinois Revised Statutes; and
WHEREAS, the City Council has considered said
acquisition pursuant to a proposed indemnification agreement
is
which pertains to acquisition costs and environmental liability
and which is marked Exhibit "A" attached to this resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: That it is necessary, required, desirable
and for the best interest of the City of
Evanston, that the real property described in Exhibit "B"
attached hereto and incorporated herein by reference, and
commonly known as 646 Pitner Avenue, Evanston, Illinois which
said property lies wholly within the boundaries of the City of
Evanston, be acquired pursuant to an indemnification agreement
pertaining to acquisition costs and environmental liability.
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24-R-92
• SECTION 2: That the City Manager is hereby authorized
and directed to sign and the City Clerk is
hereby authorized and directed to attest to an indemnification
agreement with Joseph J. Freed and Associates, Inc., an Illinois
corporation on terms and in substantial conformance with Exhibit
"A" attached hereto and incorporated herein by reference.
SECTION 3: That the City Manager is hereby authorized
to negotiate any additional terms to the
indemnification agreement conditions as he may determine to be in
the best interest of the City.
SECTION 4: This resolution shall be in full force
and effect following its passage and
approval in the manner provided by law.
• Mayor
AT ES
Cit Clerk
Adopted: �� Z3 , 1992
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EXHIBIT "A"
jdk ,#11-11/19/91 18-R-92
This Indemnification Agreement ("Ay eement') is made this
day of 1991 by and between the City of Evanston,
Illinois, a (City"), and Joseph J. Freed and
Associates, Inc., an Illinois corporation (,Freed,).
R E C I T A L S
A. Freed is the develocer of the Main Street Cc=c.-.s
Shop:ina Center ('Center") located cm the sour:. side o' Ma__.
Street just east of :-cCormick Boulevard Jn Evanston, :lli.^.cis. =::
an effort to increase retail sales generated by the Center. and
create new vitality for the entire southwest area of Evanston,
Freed has conceived of a redevelopment plan which includes an
expansion of the Center to permit the construction of a Sam's
Club, an affiliate of Wal-Mart Stores, Inc., a Delaware
corporation ("Wal-Mart") on property consisting of approximately
13 .5 acres of land ("Property"). A portion of the Property
consists of a parcel of land legally described on Exhibit 3.
attached hereto and hereby made a part hereof, which is privately
owned and currently operated as a scrap yard ("Scrap Yard").
B. In connection with
intends to exercise its eminen
•Yard and Freed has agreed to
City.
said redevelopment plan, the City
t domain powers to acquire the Scrap
enter into this Agreement with the
In consideration of the mutual covenants and agreements
herein contained and other geed and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
parties hereto hereby agree as follows:
1. The recitals set forth above are accurate and hereby
restated by this reference.
2. The City shall promptly commence an action to acquire
the Scrap Yard pursuant to its eminent domain powers and
diligently prosecute the completion of the same subject to the
terms and conditions of this Agreement.
3. Prior to the commencement of the eminent domain
proceedings, the City and Freed shall agree upon the action to be
taken by the City to determine the environmental condition of the
Scrap Yard, including, but not limited to, hiring environmental
consultants and authorizing an environmental audit. Upon
commencement of the eminent domain proceedings, the City shall:
(i) promptly perform or cause to be performed the environmental
audit of the Scrap Yard; (ii) regularly consult with, obtain
direction from and advise Freed regarding the progress of such
environmental audit and the eminent domain proceedings, any
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•and environmental audit and other costs reasonably incurred by the
Cl in connection with said proceedings, and ( _i) all costs
incurred by the City in connection with said termination,
including the Scrap Yard owner's reasonable attorney s A.
Notwithstanding anything in this Agreement to the ccntrarv, if the
City elects to continue with the eminent domain proceedings after
receipt of notice from Freed to terminate the same, then Freed
shall have no responsibility or obligation to the City under this
Agreement whatsoever for any action taken by the Cit in
connection with the Scrap Yard from and after the date of said
notice.
7. Time is of the essence of this Agreement.
8. This Agreement constitutes the sole and entire agre_.tent
between the parties with respect to the subject matter hereof, and
the same may rot be amended, modified or discharged except by an
instrument in writing signed by the party to be bound thereby.
9. If any provision, condition, covenant or other clause,
sentence or phrase of this Agreement shall become null and void or
illegal for any reason as determined by order of any court of
competent jurisdiction, the remaining portions shall remai:. _..
full force and effect. Notwithstanding the foregoing, if any
provisions of this Agreement determined by any such court to be
unenforceable go to the essence of this Agreement so that the
purpose of this Agreement can not be fulfilled, specifically
•including, but not limited to, the enforceability of the rights of
:reed hereunder, then notwithstanding anything in this Agreement
to the contrary, this Agreement shall terminate as of the date of
anv such court order.
•
Io. Waiver of any breach or failure of any term or ccnd:lion
of this Agreement by either party shall not be construed as a
waiver of any subsequent breach or failure of the same term or
condition, or waiver of any other term or condition of this
Agreement. No party ,to this Agreement may assign, by operation of
law or otherwise, all or any portion of its rights, obligations or
liabilities under this Agreement without the prior written consent
of the other party to this Agreement, except that Freed may assign
to Wal-Mart any or all of its rights hereunder, including, but not
limited to, the right to direct the conveyance of the Property.
11. If either party shall fail to perform its obligations
hereunder, the other party shall have the right to pursue all
legal and equitable remedies available to it, provided that such
failure to perform remains uncured after the expiration of twenty
(20) days after written notice thereof from the nondefaulting
party. Without limiting the generality of the foregoing, if any
default by Freed hereunder shall remain uncured after the
expiration of the aforesaid notice period, the City shall have the
right, but not the obligation, to terminate the eminent domain
proceedings with notice to but without the consent of Freed. All
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costs, expenses and attorneys, fees incurred by the prevailing
• party in ccnnecticn with the enforcement of the terms and
provisions of this Agreement shall be paid by the.unsuccessful
party.
12. Notwithstanding anything in this Agreement to the
contrary, if the eminent domain proceedings have not been
completed on or before three (3) years from the date of filing of
said proceedings, then unless such proceedings have been delayed
due to (i) pending litigation or other matters beyond the control
of Freed or (ii) the failure of the City to comply with .the terms
of this Agreement (in the case of any such delay said three -yea:
period shall be increased by the number of days of all suc:k
delays), the City shall have the right, but not the obligation, to
terminate the eminent domain proceedings with notice to but
without the consent of Freed.
13. This Agreement has been executed and delivered in, and
shall be governed by and in accordance with the laws of, the State
of Illinois.
14. All notices, requests, demands and other com.,unicatiors
:wade in connection with this Agreement shall be in -writing and
shall be deemed to have been duly given on the date of delivery,
if delivered to the persons identified below in person, by courier
service or by facsimile copy (with original copy mailed the same
day), or two (2) days after mailing if mailed by first class
certified mail, postage prepaid, return receipt requested,
• addressed as follows:
If to the City:
City of Evanston
2100 Ridge Avenue
Evanston, Illinois 60201-2796
Attention: City Manager
Fax: (708) 328-0267
with a copy to:
Jack M. Siegel, P.C.
Altheimer & Gray
10 South Wacker Drive, Suite 4000
Chicago, Illinois 60606
Fax: (312) 715-4800
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• If to Freed:
Mr. Joseph J. Freed
Joseph J. Freed and Associates, Inc.
1000 Capital Drive
Wheeling, Illinois 60090
Fax: (708) 215-5282
with a copy to:
Mr. Edward E. Yalowitz
Holleb & Coff
55 East Monroe, Suite 4100
Chicago, Illinois 60603-5896
Fax: (312) 807-3900
Such addresses may be changed from time to time by means of a
notice given in the manner provided in this paragraph.
15. The City acknowledges and agrees (i) that Freed has
executed this Agreement in furtherance of a plan of redevelopment
for the Center, which includes the acquisition of the Property by
Wal-Mart, (ii) that in connection with said acquisition, Wal-Mart
will be consulted regarding the decisions and actions to be taken
by Freed hereunder, and (iii) that Freed's decisions and actions
hereunder may be based on advice or pursuant to directions from
• Wal-Mart. The parties hereto have duly executed this Agreement as of
the date first above written.
Attest:
City Clerk
•
CITY OF EVANSTON,
By:
Mayor
JOSEPH J. FREED AND ASSOCIATES, INC.
By: f
Joseph J. Freed, President
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Exhibit B
•
LEGAL DESCRIPTION
Lot 1 in Hess' Subdivision of part of the North 300 feet of the
West two thirds of the South West Quarter of the South West
Quarter of Section 24, Township 41 North, Range 13 East of the
Third Principal Meridian in Cook County, Illinois.
and
Lot 1 in Hartrey - Keeney Corporation Resubdivision of part of
the North 5 feet of Lot A in Oakton Consolidation in the South
West Quarter of the South West Quarter of Section 24, Township 41
North. Range 13 East of the Third Principal Meridian in Cook
County, Illinois and all of Lot 2 in Hess' Subdivision of part of
the North 300 feet of the west two thirds of the South West
Quarter of the South West Quarter of Section 24, Township 41
North, Range 13 East of the Third Principal Meridan in Cook
County. Illinois
and
• That part of the North 150 feet of the West two thirds of the
South West Quarter of the South West Quarter of Section 24,
Township 41 North, Range 13 East of the Third principal Meridian,
described as follows: Beginning at the intersection of the
Easterly right of way Line of Chicago and Northwestern Railway
Company with the North line of said Southwest Quarter of the
Southwest Quarter of Section 24, thence East on said Line 53.12
feet, thence South at right angles to said North Line 100 feet,
thence West parallel to said North Line 99.15 feet more or less
to the Easterly Line of Right of way of said Railway Company,
thence Northeasterly along the said Right of Way Line 110.09 feet
more or less to the Point of Beginning, in Cook County, Illinois.
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