O-18-27VILLAGE OF DEERFIELD
ORDINANCE NO. 0-18-27
AN ORDINANCE APPROVING A PURCHASE AND SALE AGREEMENT
AND THE ACQUISITION OF REAL PROPERTY
(645 Osterman Avenue)
WHEREAS, 645 Osterman, LLC ("Seller') is the owner of that certain real property
located at 645 Osterman Avenue, Deerfield, Illinois ('Property's; and
WHEREAS, the Village Board has determined that it is in the Village's interest to
acquire ownership of the Property; and
WHEREAS, the Seller is willing to sell the Property to the Village on terms and
conditions acceptable to the Village; and
WHEREAS, the Village and the Seller desire to enter into a real estate contract to
provide for the sale by the Seller, and the purchase by the Village, of the Property
('Purchase and Sale Agreement'; and
WHEREAS, the Village Board has determined that it will serve and be in the best
interest of the Village and its residents to approve the Purchase and Sale Agreement and to
acquire ownership of the Property, all pursuant to this Ordinance;
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE BOARD OF
DEERFIELD, LAKE AND COOK COUNTY, ILLINOIS, as follows:
SECTION ONE: RECITALS. The foregoing recitals are hereby incorporated
into, and made a part of, this Ordinance as findings of the Village Board.
SECTION TWO: APPROVAL OF PURCHASE AND SALE AGREEMENT.
The Purchase and Sale Agreement between and among the Village and the Seller is hereby
approved in substantially the form attached to this Ordinance as Exhibit A, and in a final
form to be approved by the Village Manager and the Village Attorney.
SECTION THREE: EXECUTION OF PURCHASE AND SALE AGREEMENT.
The Village Manager is hereby authorized and directed to execute and attest, on behalf of the
Village, the final Purchase and Sale Agreement upon receipt by the Village Clerk of at least
one original copy of the Purchase and Sale Agreement executed by the Seller; provided,
however, that if the executed copy of the Purchase and Sale Agreement is not received by the
Village Clerk within 30 days after the effective date of this Ordinance, then this Ordinance
will, at the option of the Village Board, be null and void.
SECTION FOUR: APPROVAL OF ACQUISITION OF THE PROPERTY_. The
Village Board hereby approves the acquisition by the Village of the Property, in the manner
and upon such terms as are set forth in the Purchase and Sale Agreement.
SECTION FIVE: EXECUTION OF REQUIRED DOCUMENTATION. The
Village Manager, the Village Clerk, the Village Finance Director, and the Village Attorney
are hereby authorized to execute all documentation, and take all action, necessary to
consummate the acquisition of the Property by the Village, as may be required pursuant to
applicable law and the Purchase and Sale Agreement.
SECTION SIX: EXERCISE OF HOME RULE AUTHORITY. Pursuant to
the home rule powers of the Village, the Village Board hereby waives the publication
requirements set forth in Section 11-76.1-3 of the Illinois Municipal Code, 65 ILCS 5/11-76.1-
3, with respect to the acquisition of the Property by the Village.
SECTION SEVEN: PUBLICATION. The Village Clerk is hereby directed to
publish this Ordinance in pamphlet form pursuant to the Statutes of the State of Illinois.
SECTION EIGHT: EFFECTIVE DATE. This Ordinance will be in full force and
effect from and after its passage by two-thirds of the members of the Village Board, approval,
and publication in the manner provided by law.
AYES: Benton, )ester, Oppenheim, Seiden, Shapiro, Struthers
NAYS: None
ABSENT: None
PASSED: August 20, 2018
APPROVED: August 21, 2018
ORDINANCE NO. 0-18-21
ATTEST:
- , C5��
Kent .. Str et, Vi lage Clerk
Harriet Rosent Wal, Mayor
2
EXHIBIT A
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREFUhRiN'1< 06121119
BETWEEN
THE VILLAGE OF DEERFIELD
A -ND
645 OSTERMAN LLC
(645 Osterman Avenue, Deer16e1d, Illinois)
THIS AGREEMENT "A reen:e«� ( g ) is evade and entered into as of the Al day of
grist , 2018 (tile "Effective eDate") by and between the 645 OSTERMAN LLC, an Illinois limited
iahility company ("Seller'l and the VILLAGE OF DEERFIELD, an Illinois home rule municipal
corporation ("Purchwer").
IN CONSLDERA'TlON OF, and in reliance upon, the recitals and the mutual covenants
set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of
Which are hereby acknowledged, the parties mutually agree as follows:
.SECTION 1. RECITALS.
A. Seller is the owner of the fee simple title to the property commonly known as 645
Osterman Avenue, Deerfield, Illinois (the "Propehyl.
B. Seller desires to sell, and Purchaser desires to purchase; the Property, subject to
and in accordance with the terms and conditions set forth in this Agreement,
ECTION 2. DEUNL ONS.
A. De nitia s. Whenever used in this Agreement, the following terms shall have the
following meanings unless a dififerent meaning is required by the context:
"ClosigC.• The closing of the transaction contemplated in this Agreemerit
"C_l() ": The date on which the Closing will occur, as set forth in Section 6 of this
Agreement.
"CQUOULYA Autboriries": The Mayor and Board of Trustees of the Village:.
" rnesl !o� a ": The arnminl of money to be deposited with the Title Company, as established
in Section 3,C of this Agreement.
" 1nl4trvrrr ntul Laws": All federal, stale, alld IAcal envimllmental he.elth and safety staultes.
ordinances, codes, rules, regulations, orders. and decrees regulating, elating to, or imposilig
liability or standards concerning or in connection With, 1-iazardous Mawrials or the protwion,
preservation or remediation of the environment, health and/or safety. For purposes of this
definition and this .Agreeaneut, the terra "l lazardous Materials" shall mean any substance,
raiateriul. waste, gas or particulate matter which i- regulated by any ;noel goverirrlresitat autllorit%-,
ilia Slate of Illinois, or the United States Govcrnment, including, t+ut nol limited to- ail, rnatc vial
Or Substance whieb is (i)defined as a Thar <rdoziq waiste,_'i ohaz�nt'+igrlr' �litari�l " "h:r r+rd s
C71t..
'%IuI rtiace,` "cx1rs:lriciy fiazzrdo us �h'� li_" or "restrictet! hazWk1(.)Us was.0' under an pvo isioll of
l.ilinois law, (at) wtroleum, (ill) ashestos, {iv) polychlorinated hiplienvl. I'v) radinadivt material.
(vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33
U.S.C. § 1251 et seq. (33 U.S.C. § 1317), (vii) defined as a "hazardous waste" pursuant to
Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42
U.S.C. §6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation, and Liability Aci, 42 U.S.C. §9601 et
seq. (42 U.S.C.§9601)•
"Examination Perirxl ": The period commencing with the Effective Date and extending to, and
including, the date which is 20 days after the later of the receipt by Purchaser of (1) the Survey,
and (2) the Title Commitment.
"Inspection Perftxf: The period commencing with the Effective Diite and extending to and
including the date that is .15 days after the Effective Date.
''7'er�tiillecl Fakcepiions": Any matters affecting title to the Pmperrtr which Purchaser either
approves of or does not object to, on or before the end of the Examination Period.
" Awcnase P►•sce ": The price to be paid for the purchase of the Property, as established in Section
3.13 of this Agreement.
"Regielrements of Lam, ": All applicable federal, state, and VillNge laws, statutes, codes,
ordinances, resolutions, orders, rules, and regulations.
",5'urvev": A plat of survey of the Property which shall (a) be perfonned by a licensed Illinois
surveyor, (b) be certified to Purchaser and the Title Company, and (c) be dated no more than six
months prior to the Closing.
"Title Commitmen!"; The title commitment issued by the Title Company for an ALTA Form B
Owner's Title Policy (the "Tide Policy") in the most current form available in the amount of the
Purchase Price and showing fee simple title to the Property vested in Seller.
"Tifk Cnn)arrv": Chicago Title Insurance Company,
"Village": The Village of Deerfield, Illinois.
B. Rules ofConstrue t'on
1. C3rammatic.al Llsae anstriiciicm: In construing this Agreement, pronouns include
all genders, and the plural includes the singular and vice versa.
2. flpgdinPs. The headings, titles, and captions in this Agreement have been inserted only
for convenience and in no way define, limit, extend, or describe the scope or intent of this
Agreement.
? Calenvar Days. Unless otherwise provided in this Agreement, any reference in this
Agreement to "day" or "days" shall mean calendar days and not business days. If the date for
giving of any notice required to be given, or the performance of any obligation, under this
Agreement falls on a Saturday, Sunday, or federal holiday, then the notice or obligation may be
given or performed on the next business day after the Saturday, Sunday, or federal holiday.
A. Conve asce of Pra )err . Suhiccl to the towns and conditions scf Forth in this
Agreentealt, Seller agrees to sell, and Purchaser agrees 10 purchase, all of Sellves right, title, and interest
in and to the Property and Seller shall deliver to Purchaser at tits Closilig a Billy executed, recordable,
stamped Watranty deed (the "Deeds% subject only to the Permitted Exceptions.
B. Purchase !'rife. The purchase price for the Property to be pfud by Purchaser to Seller,
subject to the terms and conditions of this Agreement, is Four Hundred Thirly Six Thousand and No/l00
Dollars ($436,000.00) (the "Purchase Price,,).
C. Earnest Money. On the Effective Date, Purchaser shall deposit with the Title Company,
as earnest money, the amount of Twenty Five Thousand and Noll 00 Dollars (1525,000.00) (the "Earnest
Money"). The Earnest Money shall be deposited by the Title Company into an interest bearing account
and held under a strict joint order escrow. Any interest earned on the Earnest Money shall be added to
and become a part of the Earnest Money, The Cdarnest Money shall be applied to the Purohase price at
Closing or, if this Agreement is terminated prior to the Closing in secordan,x with the termq heteot
distributed to Purchaser, unless otherwise expressly provided in the provisions of this Agreement
governing such early termination.
SE--CTION 44. SURVEY AND -CITLE FX,AMIN�,'T1DN P�;ItIUD.
A. Seller's Ubliiations. Within 5 days following the Effective Date, Seller shall, at its sole
cast and expense, deliver the following to purchaser. (1) the Title Commitment, togedn:r with copies of
all documents referred to therein, and (2) the Survey.
B. PurcLaser's Title and Surve Ri lets. In the event any item on the Survey or the Title
Commitment is unsatisfactory to Purchaser, PLR-chasc:r shall have until the end of the lxamination Period
to deliver a notice to Seller in writing (a "Title Disapproval Notice"), wl i h Title Disapproval Notice
gltaii describe such objections as Purchaser may have to anything contained or set forth in the Survey or
the 'Title CDnnnLitment. If Purchaser delivers a timely Title Disapproval Notice, Seller shall then provide
written notice (a "Response Ne iiee") to Purchaser not later than five days after its receipt of the Title
Disapproval Notice, which Response Notice shall indicate whether or not, on or before the Closing Date
(as extended, if applicable), Seller will remove any such objections or cause th,: Title Company to issue
an endorsement affirmatively insuring against such objections or Survey math-rs, in a form reasonably
acceptable to Purchaser and at an cost or expense to Purchaser. if Seller fails to timely deliver a
Response Notice, Seller shall be deemed to have a delivered a Response Notice providing that Seller will
not cure any of Purchaser's objections. If Seller has provided (or is deemed to have provided) a Response
Notice to Purchaser stating that Seller will not remove or cause the Title Company to insure over any
disapproved exception, or correct any disapproved Survey matter, then Purchaser shall have the right to
terminate this Agreement by written, notice to Seller at any time within I0 days after Purchaser's receipt
(or deemed receipt) of Seller's Response Notice. In the event Seller does not receive an affirmative
termination of this Agreement within the above -described 10 day period, Purchaser shall be deemed to
have waived the objection(s) that Seller has stated (or been deemed to have stated) it will not remove,
correct or insure over. In the event of such a termination by Purchaser, the Earnest Money shall be
refunded to Purchaser, and this Agreement shall be terminated without any .further obligation of the
parties. All title exceptions that are approved, deemed approval, waived, or deeined waived by Purchaser
shall constitute Permitted Exceptions for purposes hereof
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A. Seller's Ubli ations. Within three days of the ElTm ive Date, Seiler shall provide
Purchaser with copies of all environmental reports, soil reports, enginecring studies and plans, title
insurance commitments or policies, surveys, leases, as -built drawings, and other plans and drawings in
Seller's possession and control relating to the Property ("Reports and Plans").
B. Purchaser's TRUshts and Oblications: During the Inspection Period, Seller shall. allow
Purchaser the right, at Purchaser's sale cost and expense, to examine and evaluate the physical and
environmental condition of the Property, examine and analyze the Reports and Plans, and conduct such
tests and inspections as Purchaser reasonably deems appropriate, including, without limitation, a Phase I
Environmental and Engineering Assessment (collectively, "Purchaser's Examvinsdone').'
C. License. In connection with Purchaser's Examinations, Seller shall allow Purchaser, and
such agents of Purchaser as Purchaser, in its sole and absolute discretion, may designate, the right,
license, and privilege, during the Inspection Period, to enter upon the Propertyat such reasonable times as
Purchaser desires, for the purpose of performing Purchaser's Examinations. Purchaser shall hold Seller
harmless and indemnify Seller (including payment of attorneys' fees), and its officers, members, officials,
employees, agents, attorneys, representatives, beneficiaries, and/or assigns for any cause of action or any
other claim or personal injury or property damage to the extent arising directly out of the acts of
Purchaser, its agents, employees or contractors while conducting any test or inspection of the Property.
Within 10 days after any test or inspection of the Property, Purchaser shall return the Property to its
original condition as it existed on the Execution Date, reasonable wear and ti ar and damage caused by
Seller or any of its agents, employees, contractors, subcontractors, or invitee,i (collectively, the "Seller
Parties') excepted.
D. Termination. If Purchaser determines, in Purchaser's sole and absolute discretion, that
any of Purchaser's Examinations, or results relating thereto, are not acceptable to Purchaser, Purchaser
may terminate this Agreement by written. notice to Seller delivered at any time prior to the end of the
Inspection Period. In the event of such a termination by Purchaser prior to the expiration of the
Inspection Period, the Earnest Money shall be refunded to Purchaser and this Agreement shall be without
any further force and effect. In the event that Purchaser does not terminate this Agreement as provided
herein prior to the expiration of the Inspection Period, this Agreement shall continue in full force and
effect.
SECTION 6. CLOSING.
A. Closing.and Esc . The Closing shall take place through a deed and money escrow at
the offices of the Title Company on the date (the "Closing Date') that is the Later of (i) the expiration of
the Examination Period, (ii) 15 days after the expiration of the Inspection Period, or (Hi) October 1, 2018,
or any earlier or later date mutually agreed upon by the parties; provided, however, that if Purchaser
delivers a timely Title Disapproval Notice, then Purchaser shall have the right f o extend the Closing Date
to the date which is 10 days after Purchaser's receipt (or deemed receipt) of Seller's Response Notice.
The escrow shall be in accordance with the Title Company's standard form deed and money escrow
agreement for a "New York Style' closing with such special provisions as bony be required to conform
with this Agreement. Seller and Purchaser shall execute and deliver to each other such items as may be
reasonably requested by the other to consummate the Closing and all necessary forms from the Title
Company. At the Closing, Purchaser shall deliver the Purchase Price to Seller and Seller shall deliver to
Purchaser the Deed and art Affidavit of Title in customary form. The escrow shall be independent of this
Agreement and shall neither merge into, nor supersede, this Agreement-
B. Non-Foreiza Affidavit. Seller is not a foreign entity and vo withholding of rederai
Income Tax from the amount realized will he oracle by Seller, At the losing, Seller shall deliver te.
Purchaser a Non -Foreign Affidavit and Certification prepared in conformance with IRS regulations.
f" C --- . LTgxes. Seller and ,Purchaser shall
real prt�purty taxes, assessments and Other governretenttrf impositions all cu-stormy ('losing costs. Ail
Without limitation, att s y [msitiUns of any kind or natum including.
y pedal ass�esssnn,nts or similar charges, assessed for the 2018 calendar year shall
be prorated between Seller and Purchaser as of rr!itlnigltt on the Closing I?ate at 105% of Cite mast
recently issued tax bill for the Property_ 1l it uttslerstood b the
Effective Date, is exetflltt froth State, the
County, and Village real estate+ �ttsfc:res thal htmteis s a 1 lotvrevers of the
event it is determined that this transaction is subject to any such lransfcr taxes,fUr whatever reason, Then
Seiler shall pay all State and County transfer taxes and Purchaser shall pay all 1' ro transfer taxes.
D' P°giQb• Possession of the Propert}, shall be delivered to purchaser at Closing, free
all tenancies.
of
KC-T D 7.
PLIC
ngness . A ChlKliCor precedent to hircheser's obligation to pu,thace the
Propcsrty shell be the willingness of the Title Corn Precedent to issue to Parcl1asLr It tlle Closing, at seller's
sole cost and expense, the Title Policy in the anionnt of the Purchase Price, subject only to the Permitted
LxcePtions, and providing extended coverage.
F+C i'ION 8. REPRESENTA17ONS AND WARRAIV'PIES.
A. 1-B l?urcltat¢er.
Purchaser represents and warrards to Seller as follows:
! Purchaser has the authority and the legal righl to make, ,jeliver, and perform this
COMM rtent, and has taken nr will, prior In the i'Ictsing, take, at1 necessary actions at�i obtain all aired
c«ascots and approvals to authorize the execution. delivory, and perfessal" co of this Ag
reement,
2• To the best Of the knowledge of the legal representatives of Purchaser, the
mceetttion, delivery, and perforntattce Or g
under an Agreement is not prohibited b� any Requirement of Law nr
y contractual obligation of l't;tt baser. will nc)t result in a brerch or default under any agreement
to which chase is u a party or is bound. and will not violate arty reslrictinn. court Order, or agreement to
which Purchaser is subject.
3. The parties exectrtin g
deiiver ing arty other agreement O ather item contemplated l y !t dal!' uf' Purchaser, and executing and
) ltig Purchaser's obligations under this Agreement, have full autbority 10 h nd Purchaser Ui such
�bliga[ions and to so act on hehaifc>f purchaser. bre�:mcnt °'� olhenvise r�:yuired to
f>S• R Seller. Seller hereby covenants, reIn esents
"nd warrants to Pumhaser as follows:
1. Seller is the legal title owner of the property.
2. Seller has the authority and the legal Fight to
greetlle7�t, and has takers or will, prior to the Closing,g � melee, deliver, and perform this
ttrments and approvals to authorize the execution, delivery, take, all erfOW-emart' actions and obtain all required
�', and tterformattce of this Agreement.
3• 'J'o the best of Ilse kn(3�viG(t , . ,sd'
-� lhe- legal repteso itaw... w Seiler; the execerta)n,
e ivery, �sr�v lle7'f)r;tts�ncc of this Agreemerai iS 77()t Prohibited 1>y pay Pequirenjent of 1. ae, or un(lcr a!��
�antractual obligat!o;, oi'gcller, v�ill!x�t res(ilt -t !! IS{r;i ,.t' t� 3 a(!13 iikiUs.i (? ' 31,-'r@(:IiiLili l(1 Wt7!Cl1 &i1PS'
Pa 3' is ijC3((!;(i a!3a vil1 not violate at?i' rest;icti.�n.sc:vuiz order. or agrc�ern nt tc7 Ev17iCls feller
4. The parties executing this Agreement on behalf of Seller and executing and
delivering any other agreement or other item contemplated by this Agreement or otherwise required to
fulfill Seller's obligations under this Agreement, have full authority to bind Seller to such obligations and
to so act on behalf of Seller.
5. During the period from the Effective Date to and including the Closing, Seller
shall not, without the prior written consent of Purchaser in each instance, (i) transfer any interest in the
Property or any portion thereto, (ii) enter into any lease, concession agreement, license agreement, or
other agreement relating to all or any portion of the Property, or (iii) otherwise encumber the Property or
any portion thereof
6. Seller shall keep the Property free and clear of all liens, claims, and demands,
including mechanic's liens, in connection with any work that may be performed by Seller or its agents.
7. Seller has not received notice of any uncured violation of any Requirements of
Law relating to the use or operation of the Property and is not aware of any matters that could result in
such violation or the issuance of any notice of any such violation.
S. There is no litigation which has been filed or threatened against Seller that arises
out of the ownership or operation of the Property or that will affect the performance of Seller's
obligations hereunder.
9. Seller has no knowledge, and has received no written notice, of any pending or
threatened condemnatiop or eminent domain proceedings relating to or affecting the Property. Seller is
not preparing to institute any such proceedings relating to or affecting the Property.
10. The Reports and Plans contain all of the written reports relating to the
environmental condition of the Property that have been commissioned by, or are in the possession or
control of, Seiler.
11. During Seller's ownership of the Property and, to the best of Seller's knowledge,
prior to Seller's ownership of the Property, except as disclosed in the Reports and Plans. (i) no Hazardous
Materials have existed in, on, under or from the Property in violation of Environmental Laws; (h) no
release of Hazardous Materials has occurred in, on, under or from the Property; (iii) no underground
storage tanks have been located on the Property; (iv) the Property has never been used as a dump for
waste material; and (v) the Property and its prior uses, and Seller with regard thereto, comply with and at
all times have complied with, any applicable governmental law, regulation or requirement relating to
environmental and occupational health and safety matters and Hazardous Materials including; without
limitation, all Environmental Laws.
C. By Seller and Parclinser_ Seller and Purchaser hereby represent and warrant to each
other that no party, broker, or agent of any kind induced, or is responsible for, the execution of this
Agreement, or the Closing of the sale and purchase of the Property, and that no fee or commission is due
or payable to any party in connection with such sale or purchase. This Section &C shall survive, and shall
not be merged into any deed or document delivered at, the Closing.
A, Purchaser Default_ 11P The even, 4:ttjk.'h - it itch" Tp(,P lrY' arlc� ul Al, 'oIr I'Igat ii-q :
under Lbiz ft;— Selit" �i'. ?mi3ti ... ffitbrl?ld?C� Sik
obligations hereurtde.r. Seller may terminate this At;re:;ntunt by written notice to Purchaser at any time
after ihr date Ildlich is five (5) days after Purchaser receives written notice ol'such default, lsut priorto the
Closing Tiate, 131-cwided that Purchaser has not cured the default prior to Seller's notice of termination. In
the case of such a termination, Seller shall he entitled to retain the Earnest Money as liquidated damages
for Purchaser's default, and Purchaser shall thereby be released from lurther Obligations and liability
under this Agreement. Sues amount is agrccd upon by and between Seller and Purchaser as liquidated
damages due to the difficulty and inconvenience of ascertaining and measuring actual dainkmes, and file
uncertainty thereof, and not as a penalty.
li. Sic ll e r Default, in the event that purchaser is not in default of its duties and obligations
under this Agreement, and Seller defaults in the performance of its obligations crueler this Agreement,
then, as Purellaser's sole and exclusive remedies hereunder. Purchaser shall have the right to (i) file an
action fur specific performance of this Agreement to contpei Seller to close this transaction, and/or to
complete any offier obligation of Seller, pursuant to the tern►s of this Ag;reenu:i►l, (ii) terminate this
Agreement by written notice to Seller at any time before such default by Seller is cured, in which event
Purchaser shall be entitled to the return of its i,arnest Moncy, or (iii) exercise any other right or remedy
expressly set forth in this Agreement.
SECTION 10. WAIVER OF BREACH. A waiver by either Seller or Purchaser of a breach by either
party to this Agreement of any covenant or condition hereof shall not impair the right of the party not in
default to avail itself of remedies for any subsequent breach thereat Leniency, delay, or failure of either
party to insist upon strict performance of any agreement, covenant, or condition of this Agreement, or to
exercise any right within this Agreement given in any one or more instances, shall not be construed as a
waiver or relinquishment of any such agreement, covenant, condition, or right.
SECTION I1. PATRIOT ACT. Seller represents and warrants that it is not actin& directly or indirectly, for
or on behalf of any person, V-0up, entity, or nation named by the United States Treasury Tkspartment as a►
Specially Designated National and Blocked Person, or for or on behalf of any person, group, entity, or nation
designated in Presidential Executive Order 13224 as a Person who comtnits. thresitens to commit, or supports
terrorism; and that it is not engaged in or taeilitating this transaction, directly or indirectly, on behalf oi: any such
person, group, cattily, or nation. Seller hereby agrees to defend, indemnify, and hold harmless Purchaser from
and against any and all claims, damages, losses. risks, liabilities, and expenses (including reasonable attorneys'
fees stud costs) arising from or related to any breac}t of the foregoing representation and warranty.
SECTION 12. G'ENERAL PROVISIONS.
A. Notices, All notices required or permitted to he given under this Agree►ncnt shall
he given by either party by (i) personal delivery. (ii) deposit in the United Slates mail, enclosed in a
sealed envelope with First class postage thereon, or (iii) delfosit with a Tialiouaily recognized overnight
delivery service, addressed a>.s slated in this Section. *nie address orany party may he changed by written
notice to the other party given in accordance with this Section 12.A. Any mailed notice shall be deemed
to have heen given and received within three days after the sa me has been mailed and any notice given by
overnight courier shall be dee►ned to have been given sued received within 24 hoijrs after tleposit,
If to Purchaser, Village of Deerfield
850 Waukegan Road
Deerfield, il, 6001
Attention. K ni Street, Village Manager
If to Seller, 645 Osterman LLC
2627 Gemini Lane
Riverwoods, IL 60015
Attention: Gale and Gary Gand
B. Time of the Essence. Time is of the essence in the performance of all terms and
provisions of this A.grmnrent.
C. Governbig LaW. This Agreement shall be governed by, construed, and enforced in
accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois.
B. Severability. If any provision, covenant, agreement, or portion of this Agreement or its
application to any person, entity, or property is held invalid by a court of competent jurisdiction, the
remaining provisions of This Agreement and the validity, enforceability, and application to any person,
entity, Or property shall not be impaired thereby, but such remaining provisions shall be interpreted.
applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the
greatest extent permitted by applicable law.
G. Entire A reement. This Agreement constitutes the entire agreement between the parties
and supersedes all prier agreements and negotiations between the parties, whether written or oral, relating
to the subject matter of this Agreement.
H. Bindi : Effect. The terms of this Agreement shall bind and inure to the benefit of the
Parties to this Agreement and their respective agents, successors, and assigns.
I. Interrrretati . This Agreement shall be construed without regard to the identity of the
party who drafted the various provisions of this Agreement. Moreover, each and every provision of this
Agreement shall be construed as though all parties to this Agreement participated equally in the drafting
of this Agreement. As a result of the foregoing, any rule or construction that, a doc urient is to be
construed against the drafting party shall not be applicable to this Agreement.
J. Amendments and Modifications. No amendment or modification to this Agreement
shall be effective until it is reduced to writing and approved and executed by the Corporate Authorities
and Purchaser in accordance with all applicable statutory procedures.
L. No 'rhircl Parr • Beucficiaries. No claim as a third party beneficiary under this
Agreement by tiny person, firm. or corporation shall be made, or be valid, against Seller or Purchaser.
N. Cuunterload Sienainres. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
IN WMESS VMEREOF, the parties hereto have encuted this Agreement as of the Execution
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Village Clerk
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Guide Private Redevelopment.
18. The Village's redevelopment objectives include
the enhancement and expansion of active retail
frontage on Deerfield and Waukegan Roads and
provision of opportunities for commercial/residential
mixed use development in the other areas of the
Village Center but not In the northwest quadrant.
19. Fagade and site improvements to existing buildings
will be encouraged throughout the Village Center.
20. The Village will support efforts to improve the
appearance of the SBC building through fagade
improvements or redevelopment that incorporates
necessary telecommunications functions and presents
an attractive street frontage on Deerfield Road.
21. The Waukegan Road frontage south of Longfellow
Avenue represents an opportunity for residential
redevelopment.
22. The southwest corner of Waukegan Road and
Osterman Avenue also represents a future
redevelopment opportunity. The alley to the north of
the cemetery should be abandoned to facilitate j
consolidation and redevelopment.
The development pattern of the Village Center Subarea is
shown in Figure 4.1 Existing Land Use Village Center
Subarea. The major guiding principles for the Village Center
Subarea are shown in Figure 4.2 Village Center Subarea
Plan.
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63