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O-03-16VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0-13-16 AN ORDINANCE AUTHORIZING THE ENTRY OF A REAL ESTATE PURCHASE AGREEMENT WITH NORTHBROOK BANK AND TRUST PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, this 7th day of April , 2003. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Deerfield, Lake and Cook Counties, Illinois, this 8th day of April , 2003. VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0-03-16 AN ORDINANCE AUTHORIZING THE ENTRY OF A REAL ESTATE PURCHASE AGREEMENT WITH NORTHBROOK BANK AND TRUST WHEREAS, the corporate authorities of the Village of Deerfield have enacted Ordinance No. 0 -02 -43 determining that it is necessary, desirable and in the public interest that certain real property located within the Village Center Redevelopment Project Area and commonly known as the Lindemann Pharmacy property, 758 Deerfield Road, Deerfield, Illinois, be acquired by the Village of Deerfield for public use as a municipal parking lot and for redevelopment project purposes; and, WHEREAS, the Village has negotiated with Northbrook Bank and Trust for the purchase of the Subject Property; and, WHEREAS, it is in the best interest of the Village of Deerfield to enter a Real Estate Purchase Agreement (the "Agreement ") with Northbrook Bank and Trust which is materially in the form attached hereto as Exhibit A; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, as follows: SECTION 1: That the Real Estate Purchase Agreement attached hereto as Exhibit A be and the same is hereby incorporated into and made a part of this Ordinance as if fully set forth herein. SECTION 2: That the Real Estate Purchase Agreement with Northbrook Bank and Trust Company, which is materially in the form attached hereto as Exhibit A, be and the same is hereby authorized and approved, and the President of the Village of Deerfield is hereby authorized and directed to execute said Agreement for and on behalf of the Village of Deerfield. SECTION 3: That the Village President and Village Clerk -be and they are hereby further authorized and directed to execute all other documents and take all other actions as may be reasonable and necessary to implement the provisions and intent of that Real Estate Purchase Agreement and the real estate purchase transaction contemplated by that Agreement. SECTION'4: In accordance with the provisions of the Illinois Tax Increment Allocation Redevelopment Act (65 ILCS 5/11- 74.4 -1, et seq.), the cost of acquiring said property is hereby approved for payment as a redevelopment project cost in furtherance of the Village Center Redevelopment Project. SECTION 5: That this Ordinance, and each of its terms, shall be the effective legislative act of a home rule municipality without regard to whether such Ordinance should: (a) contain terms contrary to the provisions of current or subsequent non - preemptive state law; or, (b) legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the intent of the corporate authorities of the Village of Deerfield that to the extent that the terms of this Ordinance should be inconsistent with any non - preemptive state law, this Ordinance shall supersede state law in that regard within its jurisdiction. SECTION 6: That this Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. If any portion of this Ordinance is held to be invalid by a court of competent jurisdiction, that portion shall be severed from this Ordinance and the remaining portions of this Ordinance shall continue in full force and effect to the extent possible. PASSED this 7th day of April , 2003. AYES: Benton, Kayne, Rosenthal, Seiden, Swanson, Wylie (6) NAYS: None (0 ) ♦ T1n-- Mnnga 101 REAL ESTATE PURCHASE AGREEMENT THIS AGREEMENT is made and entered into as of this 7th day of April ' 2003, being the last date of execution hereof as sef forth beneath the signatures below (the "Date of this Agreement ") by and between Northbrook Bank and Trust Company ( "Seller "), and the Village of Deerfield, Illinois, an Illinois municipal corporation acting by and through its corporate authority ( "Purchaser "). WITNESSETH: WHEREAS, Seller currently holds legal title to a parcel of real estate and appurtenant rights thereto, which parcel of real estate is improved with a building, is identified by permanent index number 16 -28- 321 -009, is commonly known as 758 Deerfield Road, Deerfield, Illinois and is legally described on Exhibit A attached hereto and incorporated herein (the "Property"); and WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller the Property and all easements, rights -of -way, permits and licenses, if any, and all other rights appurtenant thereto, and all improvements and located thereon. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereinafter set forth, the parties hereto mutually covenant and agree as follows: 1. AGREEMENT TO PURCHASE. Seller agrees to sell, convey and assign to Purchaser or its assignee, and Purchaser agrees to purchase and accept from Seller the Property, subject to the Permitted Exceptions (hereinafter defined), in an "as is" condition with no representations and warranties pertaining to the condition of the Property, the improvements thereon, and/or its suitability for any specific use whatsoever, and Purchaser specifically waives its rights to such representations and warranties. Purchaser's Corporate Authorities have adopted, passed and approved an ordinance, a certified copy of which is attached and incorporated as Exhibit B attached hereto and incorporated herein, which authorizes the Purchaser's Mayor to execute this Agreement on the Purchaser's behalf and thereby bind the Purchaser to it. 2. PURCHASE PRICE. The total purchase price (the "Purchase Price ") to be paid to Seller by Purchaser for the Property shall be One Million Seven Hundred Thousand and No Dollars ($1,700,000.00), which amount, plus or minus proration, shall be payable at Closing (hereinafter defined). 3. EARNEST MONEY. Within five business days following the Date of this Agreement, Purchaser shall deliver the sum of One Hundred Thousand Dollars ($100,000.00) (the "Earnest Money"), as earnest money for the purchase of the Property. The Earnest Money shall be deposited in a joint order escrow to be established with Chicago Title and Trust Company (the "Escrowee ") by Purchaser and Seller through their respective attorneys. The Earnest Money, plus any interest thereon, shall be applied to the amount due under Section 2 hereof at the closing of the transaction hereby contemplated (the "Closing "). 4. CONVEYANCE. Conveyance by Seller to Purchaser of the Property shall be by warranty deed in recordable form, and such deed shall convey to Purchaser good and marketable title in fee simple to the Property, subject only to the Permitted Exceptions. The Permitted Exceptions shall be (a) general taxes for the year in which the conveyance occurs and subsequent years; (b) public, private and utility easements . of record; and (c) the exceptions listed at Exhibit C attached. hereto and incorporated herein. 5. TITLE. (a) Seller shall transmit to Purchaser, not more than twenty (20) days after the Date of this Agreement, a preliminary title report (the "Title Commitment ") issued by Chicago Title and Trust Company (the "Title Company "), together with copies of all the documents referred to therein, showing title to the Property in Seller. (b) Seller shall deliver or cause the Title Company to deliver (or commit to deliver) to Purchaser, prior to the disbursement by the Title Company of the Purchase Price, an owner's title insurance policy (the "Title Policy ") in the amount of the Purchase Price, issued by the Title Company, with no endorsements -and subject to the Permitted Exceptions. 6. SURVEY. Purchaser shall obtain not more than sixty (60) days after the Date of this Agreement, a survey of the Property (the "Survey") prepared and certified by a surveyor registered in the State of Illinois in form and substance as may be necessary for Purchaser to obtain the Title Policy. 7. COVENANTS OF SELLER. Between the Date of this Agreement and the Closing, Seller shall: (a) Not enter into any contracts, leases or other agreements pertaining to the Property, or otherwise perform or permit any act that will diminish or otherwise affect Purchaser's interest under this Agreement or in or to the Property or which will prevent Seller's full performance of its obligations hereunder; (b) Maintain the Property free from waste and neglect. (c) Maintain all casualty, liability and hazard insurance in force with respect to the Property. 2 8. REPRESENTATIONS AND WARRANTIES. (a) Seller represents and warrants to, and covenants with, Purchaser, that the following matters are true as of the date hereof and shall be true as of the Closing Date: (i) Seller is the sole owner of fee simple title to the Parcel; (ii) There are no outstanding contracts for the purchase of the Property or any portion thereof and. neither the Property nor any portion thereof is subject to any other contracts of sale or option; (iii) There are no parties in possession of the Property, nor are there parties with possessory rights in the Property, other than Seller; (iv)' At the time of execution of this Agreement, there are no service contracts, leases or other contracts affecting the Property, other than a contract for placement and maintenance of the barriers to prevent. trespassing across the Property. Said contract concerning placement of barriers shall be extinguished and said barriers shall be removed on or before the Closing Date. (v) At Closing there will be no outstanding contracts made by Seller for any labor performed at or materials supplied to the Property which have not been fully paid for and no unpaid expenses of any kind incurred by Seller pertaining to the Property, except for any such contracts or expenses which may have been approved in writing by Purchaser; and (vi) To the best of Seller's knowledge, the Property is free of any liens, except for liens which can be and will be satisfied and released by the Title Company out of Seller's proceeds at the Closing. (b) Purchaser and Seller each represent and warrant to the other that they have not dealt with any broker or finder with respect to the transaction contemplated by this Agreement. Seller and Purchaser shall each indemnify and hold harmless the other from any loss, cost or expense (including attorneys' fees) resulting from any claim by any broker, finder or agent claiming to have dealt with the indemnifying party with respect to this transaction. (c) All representations and warranties contained in this Section 8 and elsewhere in this Agreement shall be deemed remade on and as of the Closing Date and any right of action thereon shall survive the Closing. (d) Seller hereby agrees to indemnify, defend and hold Purchaser harmless from and against any and all loss, damage, liability and expense (including attorneys' fees and other litigation expenses) Purchaser may suffer, sustain or incur as a result of any intentional misrepresentation, or breach of warranty or agreement, made by Seller under or in respect of this 3 Agreement or any document or instrument executed or to be executed by or on behalf of Seller pursuant to this Agreement or in furtherance of the transaction contemplated hereby. 9. PROVISIONS WITH RESPECT TO CLOSING. (a) Subject to the conditions precedent contained in this Agreement, the Closing shall take place on or before ninety (90) days after the latter of Seller or Purchaser's endorsement of this Agreement, or if such day is a Saturday, Sunday or date on which banks in Chicago, Illinois are closed, then on the next following business day (the "Closing Date "). The Closing shall be held at the downtown Chicago, Illinois office of the Title Company through an escrow with the Escrowee pursuant to the Escrowee's usual form of escrow agreement by the Escrowee, modified in accordance with the terms of this Agreement. All the documents referred to in subsection (b) of this Section 9, the Purchase Price, and possession of the Property shall be delivered on the Closing Date. On the Closing Date when the Title Company issues (or commits in writing to issue) its Title Policy, the Escrowee shall disburse the net proceeds of sale to Seller, and Seller shall deliver possession of the Property to Purchaser. (b) At the Closing, Seller shall deliver the following, all in form and substance satisfactory to Purchaser: (i) A general warranty deed duly executed and acknowledged by Seller, conveying to Purchaser, title to the Property, in proper form for recording and subject only to the Permitted Exceptions; (ii) Seller's gap undertaking;. (iii) State of Illinois and Lake County real estate transfer tax declarations and evidence of compliance with local requirements for the transfer of real estate; (iv) A certificate with respect to Seller's non - foreign status sufficient to comply with Section 1445 of the Internal Revenue Code and the regulations promulgated thereunder;, (v) An affidavit of title in customary form; and (vi) A certification executed by Seller confirming that the representations and warranties contained in this Agreement are true and correct as of the Closing Date. (c) At the Closing, Purchaser shall deliver the balance of the Purchase Price and a certificate executed by the Purchaser's Mayor certifying that the ordinance authorizing the entry of this Agreement has not been rescinded or modified and that the Purchaser is not in any way prohibited or restricted from closing the conveyance contemplated by this Agreement. 4 (d) Purchaser shall pay the costs of all municipal transfer taxes; all title endorsements; the lender's title policy, if any; all fees for recording the deed; one -half of the cost of the Survey; one -half of the cost of the joint order escrow, if any; one -half of the costs of the closing escrow; and one -half of the costs of any "New York Style Closing" or "gap closing," if there are any such costs. Seller shall pay the costs incurred in obtaining the Title Policy but shall not pay any costs relating to title endorsements, if any; all costs incurred in recording releases of any existing liens; and all state and county transfer taxes imposed in connection herewith; one -half of the cost of the Survey; one -half of the cost of the joint order escrow, if any; and one -half of the costs of the closing escrow; and one -half of the costs of the closing escrow; and one -half of the costs of any "New York Style Closing" or "gap closing," if there are any such costs. The fees and expenses of Seller's designated representatives, accountants and attorneys shall be borne by Seller, and the fees and expenses of Purchaser's designated representatives, accountants and attorneys shall be borne by Purchaser. (e) At Closing, Possession of the Property and all improvements thereon and keys thereto shall be delivered to Purchaser. 10. ADJUSTMENTS. . (a) All proratable items, including but not limited to general real estate taxes and pre- paid, non - cancelable insurance policies shall be prorated as of the Closing Date, and such proration shall be final unless otherwise agreed in writing by the parties. (b) At Closing, Seller shall give a credit to Purchaser for all general real estate taxes for the Property not due and payable as of the time of Closing adjusted pro rata on a per diem basis as of the Closing Date, which amount shall be determined on the basis of the most recent ascertainable assessment of the Property, tax rate, and equalization factor times one hundred percent (100 %). 11. DAMAGE TO PROPERTY. In the event between the date of this Agreement and the date of Closing all or any portion of the Property is damaged or destroyed, Seller shall immediately notify Purchaser in writing of such occurrence. - If the cost of repairing such damage or destruction, as estimated by an independent contractor acceptable to the Purchaser and Seller, exceeds Twenty -Five Thousand and No Dollars ($25,000.00), then upon receipt of such estimate Purchaser may elect to receive at its option either (a) an assignment of all of Seller's right in the insurance proceeds payable with respect to such damage or destruction plus a credit in the amount of the deductible, or (b) a credit against the Purchase Price in the amount of the estimate of the independent contractor. Purchaser shall have fifteen (15) days from the date of its receipt of notification of the estimate of cost to repair damage and destruction within which to elect to exercise its right to take the insurance proceeds or the credit under this Section 11. If the estimated damage is Twenty - Five Thousand and No Dollars ($25,000.00) or less, this transaction shall close, Purchaser shall receive a credit against the Purchase Price equal to the amount of such estimate, and Seller shall 5 retain all insurance proceeds. If the actual cost of the repairing the damage exceeds the amount of the credit given at Closing, Purchaser shall be entitled to receive the difference between the estimate and the actual cost. If the transaction is consummated and the actual cost of repairing the damage is less than the amount of the credit given at Closing, Seller shall be entitled to receive a refund of the excess amount. 13. REMEDIES. (a) If Seller should breach any of its covenants, representations or warranties contained in this Agreement or should fail to consummate the sale contemplated herein for any reason other than Purchaser's default hereunder; Purchaser shall have the right, after giving Seller not less than ten (10) days' written notice of such default, if such default still remains uncured after the notice period, either (i) to enforce specific performance of this Agreement and recover its costs (including without limitation attorneys' fees) in so obtaining specific performance, or (ii) to terminate this Agreement, in which case the Earnest Money plus all accrued interest thereon shall be returned to Purchaser. Purchaser shall not, however, be entitled to recover its costs and expenses (including without limitation attorneys' fees, soils, engineering and other inspection fees) incurred in connection with the transaction contemplated hereby. (b) If Purchaser should breach any of its covenants contained in this Agreement (and Seller shall not be in default hereunder), after Seller has given Purchaser not less than ten (10) days' written notice of such default and if such default remains uncured after such notice period, Seller may, as Seller's sole remedy hereunder, by reason of Purchaser's breach or default, recover the Earnest Money deposited by Purchaser plus any interest accrued thereon, which amount shall be forfeited to Seller, to be retained by Seller as liquidated damages (the parties agreeing that Seller's damages are difficult of ascertainment and that the Earnest Money is a reasonable estimate of the damages that Seller shall suffer by reason of Purchaser's default) and this Agreement shall be terminated with neither party having any further right or obligation hereunder. 13. MODIFICATIONS, WAIVERS, ETC. (a) Purchaser reserves the right to waive any of the conditions precedent to its obligations hereunder. No such waiver, and no modification, amendment, discharge or change of this Agreement, except as otherwise provided herein shall be valid unless the same is in writing and signed by the party against which the enforcement of such modifications, waiver, amendment, discharge or change is sought. (b) This Agreement contains the entire agreement between the parties relating to the transaction contemplated hereby, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein. 14. NOTICES. All notices, demands, requests and other communications under this Agreement shall be in writing and shall be deemed properly served: (a) on the date of delivery, if delivered by hand; n (b) on the third business day following mailing, if sent by registered or certified mail, return receipt requested, postage prepaid; (c) on the first business day following delivery to an overnight courier, if served by overnight courier; or (d) on the date of confirmed transmission, if sent by facsimile and received not later than 5:00 p.m. or on the next business day if received after 5:00 p.m. Notices shall be addressed as follows: If intended for Purchaser: Village Manager Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 Phone: (847) 945 -5000 Fax: (847) 945 -0214 With a copy to: Peter D. Coblentz Rosenthal Murphey & Coblentz 30 North LaSalle Street, Suite 1624 Chicago, Illinois 60602 Phone: (312) 541 -1073 Fax: (312) 541 -9191 If intended for Seller: Richard Rushkewicz Northbrook Bank and Trust 1100 Waukegan Road Northbrook, Illinois 60062 Phone: (847) 418 -2800 Fax: (847) 418 -2828 With a copy to: Amy C. Kurson Greenberg Traurig, P.C. 77 W. Wacker Drive Suite 2500 Chicago, Illinois 60601 Phone: (312) 456 -6588 Fax: (312) 456 -8435 7 Either party may change its address for purposes of receipt of any such communication by giving three days' written notice of such change to the other party in the manner above prescribed. 15. MISCELLANEOUS. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. The invalidation of one or more of the terms of this Agreement shall not affect the validity of the remaining terms. (c) Whenever in this Agreement words, including pronouns, are used in the masculine, they shall be read in the feminine or neuter whenever they would so apply and vice versa, and words in this Agreement that are singular shall be read as plural whenever the latter should so apply and vice versa. (d) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all' of which, when taken together, shall constitute one Agreement. (e) Time is of the essence of this Agreement. (f) Each individual executing this Agreement on behalf of a party hereto hereby warrants that it has full authority to execute and deliver this Agreement on behalf of such party and to consummate or cause the consummation of the obligations of such parry contained herein. (g) If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed to be excised from this Agreement, the invalidity of such provision shall not affect any of the other provisions of this Agreement and those other provisions shall continue in full force and effect to the extent possible. Neither of the Parties shall challenge the validity or enforceability of this Agreement nor any provision of this Agreement, nor assert the invalidity or unenforceability of this Agreement or any provision of it. (h) Each Party agrees that the individual executing this Agreement and all other persons necessary to authorize the entry of this Agreement have read this Agreement in full, understand its terms completely and have had the advice of attorneys and such other professionals as each has deemed necessary. By their signatures below, the persons executing this Agreement on the Village's behalf personally represent and warrant that they have been legally authorized to execute this Agreement on the Village's behalf and thereby bind the Village to it. By their signatures below, the persons executing this Agreement on the Developer's behalf personally represent and warrant that they have been legally authorized to execute this Agreement on the Developer's behalf and to thereby bind the Developer to it. _ 8 [signature page follows] r and Seller have caused this Agreement to be SELLER: Date: 10 Exhibit A Legal Description The West 106 feet of Lot 2, Block 2 in the original Plat of the Village of Deerfield, according to the plat thereof recorded March 16, 1857 in Book 27 of Deeds, page 167, in Lake County, Illinois. P.I.N. 16 -28- 321 -009 11 Fxhihit B VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0-03-16 AN ORDINANCE AUTHORIZING THE ENTRY OF A REAL ESTATE PURCHASE AGREEMENT WITH NORTHBROOK BANK AND TRUST PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, this 7th day of April , 2003. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Deerfield, Lake and Cook Counties, Illinois, this 8th day of April , 2003. VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0-03-16 AN ORDINANCE AUTHORIZING THE ENTRY OF A REAL ESTATE PURCHASE AGREEMENT WITH NORTHBROOK BANK AND TRUST WHEREAS, the corporate authorities of the Village of Deerfield have enacted Ordinance No. 0 -02 -43 determining that it is necessary, desirable and in the public interest that certain real property located within the Village Center Redevelopment Project Area and commonly known as the Lindemann Pharmacy property, 758 Deerfield Road, Deerfield, Illinois, be acquired by the Village of Deerfield for public use as a municipal parking lot and for redevelopment project purposes; and, WHEREAS, the Village has negotiated with Northbrook Bank and Trust for the purchase of the Subject Property; and, WHEREAS, it is in the best interest of the Village of Deerfield to enter 'a Real Estate Purchase Agreement (the "Agreement ") with Northbrook Bank and Trust which is materially in the form attached hereto as Exhibit A; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, as follows: SECTION 1: That the Real Estate Purchase Agreement attached hereto as Exhibit A be and the same is hereby incorporated into and made a part of this Ordinance as if fully set forth herein. SECTION 2: That the Real Estate Purchase Agreement with Northbrook Bank and Trust Company, which is materially in the form attached hereto as Exhibit A, be and the same is hereby authorized and approved, and the President of the Village of Deerfield is hereby authorized and directed to execute said Agreement for and on behalf of the Village of Deerfield. SECTION 3: That the Village President and Village Clerk be and they are hereby further authorized and directed to execute all other documents and take all other actions as may be reasonable and necessary to implement the provisions and intent of that Real Estate Purchase Agreement and the real estate purchase transaction contemplated by that Agreement. SECTION 4: In accordance with the provisions of the Illinois Tax Increment Allocation Redevelopment Act (65 ILCS 5/11- 74.4 -1, et seq.), the cost of acquiring said property is hereby approved for payment as a redevelopment project cost in furtherance of the Village Center Redevelopment Project. SECTION 5: That this Ordinance, and each of its terms, shall be the effective legislative act of a home rule municipality without regard to whether such Ordinance should: (a) contain terms contrary to the provisions of current or subsequent non - preemptive state law; or, (b) legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the intent of the corporate authorities of the Village of Deerfield that to the extent that the terms of this Ordinance should be inconsistent with any non - preemptive state law, this Ordinance shall supersede state law in that regard within its jurisdiction. SECTION 6: That this Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. If any portion of this Ordinance is held to be invalid by a court of competent jurisdiction, that portion shall be severed from this Ordinance and the remaining portions of this Ordinance shall continue in full force and. effect to the extent possible. PASSED this 7.th day of April ; 2003. AYES: Benton, Kayne, Rosenthal, Seiden, Swanson, Wylie (6). NAYS: None (0 ) A r%0 TIN TT_ Nnno f n l Exhibit C List of Exceptions to Title 1. General real estate taxes not yet due and payable. 2. Existing unrecorded leases and tenancies. 3. Easement in favor of Commonwealth Edison and Illinois Bell Telephone Company over, upon and under the north five (5) feet of the Real Estate to install and maintain all equipment for the purpose of serving the Real Estate and other property with telephone and electric service, together with the right of access to said easement as created by instrument recorded April 17, 1967 as Document No. 1334155. 4. Rights of the public, the State of Illinois and the municipality in and to that part of the Real Estate, if any, taken or used for road purposes. 5. Acts done or suffered by, through, or under Purchaser and/or its assignee(s). 6. Fence, curb and wall encroachments, if any. \\chi -srv01 \kursona \169652v0 ] \3MWK01 !.DOC\327/03 15 VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0-03-11 AN ORDINANCE AUTHORIZING THE ENTRY OF A REAL ESTATE PURCHASE AGREEMENT WITH NORTHBROOK BANK AND TRUST PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, this 7th day of April , 2003. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Deerfield, Lake and Cook Counties, Illinois, this 8th day of April , 2003. VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0-03-16 AN ORDINANCE AUTHORIZING THE ENTRY OF A REAL ESTATE PURCHASE AGREEMENT WITH NORTHBROOK BANK AND TRUST WHEREAS, the corporate authorities of the Village of Deerfield have enacted Ordinance No. 0 -02 -43 determining that it is necessary, desirable and in the public interest that certain real property located within the Village Center Redevelopment Project Area and commonly known as the Lindemann Pharmacy property, 758 Deerfield Road, Deerfield, Illinois, be acquired by the Village of Deerfield for public use as a municipal parking lot and for redevelopment project purposes; and, WHEREAS, the Village has negotiated with Northbrook Bank and Trust for the purchase of the Subject Property; and, WHEREAS, it is in the best interest of the Village of Deerfield to enter a Real Estate Purchase Agreement (the "Agreement ") with Northbrook Bank and Trust which is materially in the form attached hereto as Exhibit A; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, as follows: 0 SECTION 1: That the Real Estate Purchase Agreement attached hereto as Exhibit A be and the same is hereby incorporated into and made a part of this Ordinance as if fully set forth herein. SECTION 2: That the Real Estate Purchase Agreement with Northbrook Bank and Trust Company, which is materially in the form attached hereto as Exhibit A, be and the same is hereby authorized and approved, and the President of the Village of Deerfield is hereby authorized and directed to execute said Agreement for and on behalf of the Village of Deerfield. SECTION 3: That the Village President and Village Clerk be and they are hereby further authorized and directed to execute all other documents and take all other actions as may be reasonable and necessary to implement the provisions and intent of that Real Estate Purchase Agreement and the real estate purchase transaction contemplated by that Agreement. SECTION 4: In accordance with the provisions of the Illinois Tax Increment Allocation Redevelopment Act (65 ILCS 5/11- 74.4 -1, et seq.), the cost of acquiring said property is hereby approved for payment as a redevelopment project cost in furtherance of the Village Center Redevelopment Project. SECTION 5: That this Ordinance, and each of its terms, shall be the effective legislative act of a home rule. municipality without regard to whether such Ordinance should: (a) contain terms contrary to the provisions of current or subsequent non - preemptive state law; or, (b) legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the intent of the corporate authorities of the Village of Deerfield that to the extent that the terms of this Ordinance should be inconsistent with any non - preemptive state law, this Ordinance shall supersede state law in that regard within its jurisdiction. SECTION 6: That this Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. If any portion of this Ordinance is held to be invalid by a court of competent jurisdiction, that portion shall be severed from this Ordinance and the remaining portions of this Ordinance shall continue in full force and effect to the extent possible. PASSED this 7th day of April , 2003. AYES: Benton, Kayne, Rosenthal, Seiden, Swanson, Wylie (6) NAYS: None (0 ) ♦ "CIT1TT Mnn'M MI REAL ESTATE PURCHASE AGREEMENT THIS AGREEMENT is made and entered -into as of this 7th day of April ' 2003, being the last date of execution hereof as set forth beneath the signatures below (the "Date of this Agreement ") by and between Northbrook Bank and Trust Company ( "Seller "), and the Village of Deerfield, Illinois, an Illinois municipal corporation acting by and through its corporate authority ( "Purchaser "). WITNESSETH: WHEREAS, Seller currently holds legal title to a parcel of real estate and appurtenant rights thereto, which parcel of real estate is improved with a building, is identified by .permanent index number 16 -28- 321 -009, is commonly known as 758 Deerfield Road, Deerfield, Illinois and is legally described on Exhibit A attached hereto and incorporated herein (the "Property"); and WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller the Property and all easements, rights -of -way, permits and licenses, if any, and all other rights appurtenant thereto, and all improvements and located thereon. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereinafter set forth, the parties hereto mutually covenant and agree as follows: 1. AGREEMENT TO PURCHASE. Seller agrees to sell, convey and assign to Purchaser or its assignee, and Purchaser agrees to purchase and accept from Seller the Property, subject to the Permitted Exceptions (hereinafter defined), in an "as is" condition with no representations and warranties pertaining to the condition of the Property, the improvements thereon, and/or its suitability for any specific use whatsoever, and Purchaser specifically waives its rights to such representations and warranties. Purchaser's Corporate Authorities have adopted, passed and approved an ordinance, a certified copy of which is attached and incorporated as Exhibit B attached hereto and incorporated herein, which authorizes the Purchaser's Mayor to execute this Agreement on the Purchaser's behalf and thereby bind the Purchaser to it. hKail.TQ: MMIDN 9_:7 C" ON The total purchase price (the "Purchase Price ") to be paid to Seller by Purchaser for the Property shall be One Million Seven Hundred Thousand and No Dollars ($1,700,000.00), which amount, plus or minus prorations, shall be payable at Closing (hereinafter defined). 3. EARNEST MONEY. Within five business days following the Date of this Agreement, Purchaser shall deliver the sum of One Hundred Thousand Dollars ($100,000.00) (the "Earnest Money"), as earnest money for the purchase of the Property. The Earnest Money shall be deposited in a joint order escrow to be established with Chicago Title and Trust Company (the "Escrowee ") by Purchaser and Seller through their respective attorneys. The Earnest Money, plus any interest thereon, shall be applied to the amount due under Section 2 hereof at the closing of the transaction hereby contemplated (the "Closing "). 4. CONVEYANCE. Conveyance by Seller to Purchaser of the Property shall be by warranty deed in recordable form, and such deed shall convey to Purchaser good and marketable title in fee simple to the Property, subject only to the Permitted Exceptions. The Permitted Exceptions shall be (a) general taxes for the year in which the conveyance occurs and subsequent years; (b) public, private and utility easements of record; and (c) the exceptions listed at Exhibit C attached. hereto and incorporated herein. 5. TITLE. (a) Seller shall transmit to Purchaser, not more than twenty (20) days after the Date of this Agreement, a preliminary title report (the "Title Commitment ") issued by Chicago Title and Trust Company (the "Title Company"), together with copies of all the documents referred to therein, showing title to the Property in Seller. (b) Seller shall deliver or cause the Title Company to deliver (or commit to deliver) to Purchaser, prior to the disbursement by the Title Company of the Purchase Price, an owner's title insurance policy (the "Title Policy") in the amount of the Purchase Price, issued by the Title Company, with no endorsements and subject to the Permitted Exceptions. 6. SURVEY. Purchaser shall obtain not more than sixty (60) days after the Date of this Agreement, a survey of the Property (the "Survey") prepared and certified by a surveyor registered in the State of Illinois in form and substance as may be necessary for Purchaser to obtain the Title Policy. 7. COVENANTS OF SELLER. Between the Date of this Agreement and the Closing, Seller shall: (a) Not enter into any contracts, leases or other agreements pertaining to the Property, or otherwise perform or permit any act that will diminish or otherwise affect Purchaser's interest under this Agreement or in or to the Property or which will prevent Seller's full performance of its obligations hereunder; (b) Maintain the Property free from waste and neglect. (c) Maintain all casualty, liability and hazard insurance in force with respect to the Property. 2' 8. REPRESENTATIONS AND WARRANTIES. (a) Seller represents and warrants to, and covenants with, Purchaser, that the following matters are true as of the date hereof and shall be true as of the Closing Date: (i) Seller is the sole owner of fee simple title to the Parcel; (ii) There are no outstanding contracts for the purchase of the Property or any portion thereof and neither the Property nor any portion thereof is subject to any other contracts of sale or option; (iii) There are no parties in possession of the Property, nor are, there parties with possessory rights in the Property, other than Seller; (iv) At the time of execution of this Agreement, there are no service contracts, leases or other contracts affecting the Property, other than a contract for placement and maintenance of the barriers to prevent trespassing across the Property. Said contract concerning placement of barriers shall be extinguished and said barriers shall be removed on or before the Closing Date. (v) At Closing there will be no outstanding contracts made by Seller for any labor performed at or materials supplied to the Property which have not been fully paid for and no unpaid expenses of any kind incurred by Seller pertaining to the Property, except for any such contracts or expenses which may have been approved in writing by Purchaser; and (vi) , To the best of Seller's knowledge, the Property is free of any liens, except for liens which can be and will be satisfied and released by the Title Company out of Seller's proceeds at the Closing. (b) Purchaser and Seller each represent and warrant to the other that they have not dealt with any broker or finder with respect to the transaction contemplated by this Agreement. Seller and Purchaser shall each indemnify and hold harmless the other from any loss, cost or expense (including attorneys' fees) resulting from any claim by any broker, finder or agent claiming to have dealt with the indemnifying party with respect to this transaction. (c) All representations and warranties contained in this Section 8 and elsewhere in this Agreement shall be deemed remade on and as of the Closing Date and any right of action thereon shall survive the Closing. (d) Seller hereby agrees to indemnify, defend and hold Purchaser harmless from and against any and all loss, damage, liability and expense (including attorneys' fees and other litigation expenses) Purchaser may suffer, sustain or incur as a result of any intentional misrepresentation, or breach of warranty or agreement, made by Seller under or in respect of this 3 Agreement or any document or instrument executed or to be executed by or on behalf of Seller pursuant to this Agreement or in furtherance of the transaction contemplated hereby. 9. PROVISIONS WITH RESPECT TO CLOSING. (a) Subject to the conditions precedent contained in this Agreement, the Closing shall take place on or before ninety (90) days after the latter of Seller or Purchaser's endorsement of this Agreement, or if such day is a Saturday, Sunday or date on which banks in Chicago, Illinois are closed, then on the next following business day (the "Closing Date "). The Closing shall be held at the downtown Chicago, Illinois office of the Title Company through an escrow with the Escrowee pursuant to the Escrowee's usual form of escrow agreement by the Escrowee, modified in accordance with the terms of this Agreement. All the documents referred to in subsection (b) of this Section 9, the Purchase Price, and possession of the Property shall be delivered on the Closing Date. On the Closing Date when the Title Company issues (or commits in writing to issue) its Title Policy, the Escrowee shall disburse the net proceeds of sale to Seller, and Seller shall deliver possession of the Property to Purchaser. (b) At the Closing, Seller shall deliver the following, all in form and substance satisfactory to Purchaser: (i) A general warranty deed duly executed and acknowledged by Seller, conveying to Purchaser, title to the Property, in proper form for recording and subject only to the Permitted Exceptions; (ii) Seller's gap undertaking;. (iii) State of Illinois and Lake County real estate transfer tax declarations and evidence of compliance with local requirements for the transfer of real estate; (iv) A certificate with respect to Seller's non - foreign status sufficient to comply with Section 1445 of the Internal Revenue Code and the regulations promulgated thereunder; (v) An affidavit of title in customary form; and (vi) A certification executed by Seller confirming that the representations and warranties contained in this Agreement are true and correct as of the. Closing Date. (c) At the Closing, Purchaser shall deliver the balance of the Purchase Price and a certificate executed by the Purchaser's Mayor certifying that the ordinance authorizing the entry of this Agreement has not been rescinded or modified and that the Purchaser is not in any way prohibited or restricted from closing the conveyance contemplated by this Agreement. 4 (d) Purchaser shall pay the costs of all municipal transfer taxes; all title endorsements; the lender's title policy, if any; all fees for recording the deed; one -half of the cost of the Survey; one -half of the cost of the joint order escrow, if any; one -half of the costs of the closing escrow; and one -half of the costs of any "New York Style Closing" or "gap closing," if there are any such costs. Seller shall pay the costs incurred in obtaining the Title Policy but shall not pay any costs relating to title endorsements, if any; all costs incurred in recording releases of any existing liens; and all state and county transfer taxes imposed in connection herewith; one -half of the cost of the Survey; one -half of the cost of the joint order escrow, if any; and one -half of the costs of the closing escrow; and one -half of the costs of the closing escrow; and one -half of the costs of any "New York Style Closing" or "gap closing," if there are any such costs. The fees and expenses of Seller's designated representatives, accountants and attorneys shall be borne by Seller, and the fees and expenses of Purchaser's designated representatives,. accountants and attorneys shall be borne by Purchaser. (e) At Closing, Possession of the Property and all improvements thereon and keys thereto shall be delivered to Purchaser. 10. ADJUSTMENTS. (a) All proratable items, including but not limited to general real estate taxes and pre- paid, non - cancelable insurance policies shall be prorated as of the Closing Date, and such prorations shall be final unless otherwise agreed in writing by the parties. (b) At Closing, Seller shall give a credit to Purchaser for all general real estate taxes for the Property not due and payable as of the time of Closing adjusted pro rata on a per diem basis as of the Closing Date, which amount shall be determined on the basis of the most. recent ascertainable assessment of the Property, tax rate, and equalization factor times one hundred percent (100 %). 11. DAMAGE TO PROPERTY. In the event between the date of this Agreement and the date of Closing all or any portion of the Property is damaged or destroyed, Seller shall immediately notify Purchaser in writing of such occurrence. If the cost of repairing such damage or destruction, as estimated by an independent contractor acceptable to the Purchaser and Seller, exceeds Twenty -Five Thousand and No Dollars ($25,000.00), then upon receipt of such estimate Purchaser may elect to receive at its option either (a) an assignment of all of Seller's right in the insurance proceeds payable with respect to such damage or destruction plus a credit in the amount of the deductible, or (b) a credit against the Purchase Price in the amount of the estimate of the independent contractor. Purchaser shall have fifteen (15) days from the date of its receipt of notification of the estimate of cost to repair damage and destruction within which to elect to exercise its right to take the insurance proceeds or the credit under this Section 11. If the estimated damage is Twenty - Five Thousand and No Dollars ($25,000.00) or less, this transaction shall close, Purchaser shall receive a credit against the Purchase Price equal to the amount of such estimate, and Seller shall . 5 retain all insurance proceeds. If the actual cost of the repairing the damage exceeds the amount of the credit given at- Closing, Purchaser shall be entitled to receive the Aifference between the estimate and the actual cost. If the transaction is consummated and the actual cost of repairing the damage is less than the amount of the credit given at Closing, Seller shall be entitled to receive a refund of the excess amount. 13. REMEDIES. (a) If Seller should breach any of its covenants, representations or warranties contained in this Agreement or should fail to consummate the sale contemplated herein for any reason other than Purchaser's default hereunder, Purchaser shall have the right, after giving Seller not less than- ten (10) days' written notice of such default, if such default still remains uncured after the notice period, either (i) to enforce specific performance of this Agreement and recover its costs (including without limitation attorneys' fees) in so obtaining specific performance, or (ii) to terminate this Agreement, in which case the Earnest Money plus all accrued interest thereon shall be returned to Purchaser. Purchaser shall not, however, be entitled to recover its costs and expenses (including without limitation attorneys' fees, soils, engineering and other inspection fees) incurred in connection with the transaction contemplated hereby. (b) If Purchaser should breach any of its covenants contained in this Agreement (and Seller shall not be in default hereunder), after Seller has given Purchaser not less than ten (10) days' written notice of such default and if such default remains uncured after such notice period, Seller may, as Seller's sole remedy hereunder, by reason of Purchaser's breach or default, recover the Earnest Money deposited by Purchaser plus any interest accrued thereon, which amount shall be forfeited to Seller, to be retained by Seller as liquidated damages (the parties agreeing that Seller's damages are difficult of ascertainment and that the Earnest Money is a reasonable estimate of the damages that Seller shall suffer by reason of Purchaser's default) and this Agreement shall be terminated with neither parry having any further right or obligation hereunder. 13. MODIFICATIONS, WAIVERS, ETC. (a) Purchaser reserves the right to waive any of the conditions precedent to its obligations hereunder. No such waiver, and no modification, amendment, discharge or change of this Agreement, except as otherwise provided herein shall be valid unless the same is in writing and signed by the party against which the enforcement of such modifications, waiver, amendment, discharge or change is sought. (b) This Agreement contains the entire agreement between the parties relating to the transaction contemplated hereby, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein. 14. NOTICES. All notices, demands, requests and other communications under this Agreement shall be in writing and shall be deemed properly served: (a) on the date of delivery, if delivered by hand; Z (b) on the third business day following mailing, if sent by registered or certified mail, return receipt requested, postage prepaid; (c) on the first business day following delivery to an overnight courier, if served by overnight courier; or (d) on the date of confirmed transmission, if sent by facsimile and received not later than 5:00 p.m. or on the next business day if received after 5:00 p.m. Notices shall be addressed as follows: If intended for Purchaser: Village Manager Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 Phone: (847) 945 -5000 Fax: (847) 945 -0214 With a copy to: Peter D. Coblentz Rosenthal Murphey & Coblentz 30 North LaSalle Street, Suite 1624 Chicago, Illinois 60602 Phone: (312) 541 -1073 Fax: (312) 541 -9191 If intended for Seller: Richard Rushkewicz Northbrook Bank and Trust 1100 Waukegan Road Northbrook, Illinois 60062 Phone: (847) 418 -2800 Fax: (847) 418 -2828 With a copy to: Amy C. Kurson Greenberg Traurig, P.C. 77 W. Wacker Drive Suite 2500 Chicago, Illinois 60601 Phone: (312) 456 -6588 Fax:. (312) 456 -8435 7 Either party may change its address for purposes of receipt of any such communication by giving three days' written notice of such change to the other party in the manner above prescribed. 15. MISCELLANEOUS. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. The invalidation of one or more of the terms of this Agreement shall not affect the validity of the remaining terms. (c) Whenever in this Agreement words, including pronouns, are used in the masculine, they shall be read in the feminine or neuter whenever they would so apply and vice versa, and words in this Agreement that are singular shall be read as plural whenever the latter should so apply and vice versa. (d) This Agreement may be executed in any number of counterparts, each of which shall : be deemed an original, and all of which, when taken together, shall constitute one Agreement. (e) Time is of the essence of this Agreement. (f) Each individual executing this Agreement on behalf of a party hereto hereby warrants that it has full authority to execute and deliver this Agreement on behalf of such party and to consummate or cause the consummation of the obligations of such party contained herein. (g) If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed to be excised from this Agreement, the invalidity of such provision shall not affect any of the other provisions of this Agreement and those other provisions shall continue in full force and effect to the extent possible. Neither of the Parties shall challenge the validity or enforceability of this Agreement nor any provision of this Agreement, nor assert the invalidity or unenforceability of this Agreement or any provision of it. (h) Each Party agrees that the individual executing this Agreement and all other persons necessary to authorize the entry of this Agreement have read this Agreement in full, understand its terms completely and have had the advice of attorneys and such other professionals as each has deemed necessary. By their signatures below, the persons executing this Agreement on the Village's behalf personally represent and warrant that they have been legally authorized to execute this Agreement on the Village's behalf and thereby bind the Village to it. By their signatures below, the persons executing this Agreement on the Developer's behalf personally represent and warrant that they have been legally authorized to execute this Agreement on the Developer's behalf and to thereby bind the Developer to it. 8 [signature page follows] and Seller have caused this Agreement to be 10 SELLER: By: le- PRts, ot,2,- &* Date: yZ -7lo3 Exhibit A Legal Description The West 106 feet of Lot 2, Block 2 in the original Plat of the Village of Deerfield, according to the plat thereof recorded March 16, 1857 in Book 27 of Deeds, page 167, in Lake County, Illinois. P.I.N. 16 -28 -321 -009 11 Exhihit E VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0-03-16 AN ORDINANCE AUTHORIZING THE ENTRY OF A REAL ESTATE PURCHASE AGREEMENT WITH NORTHBROOK BANK AND TRUST PASSED AND APPROVED BY THE--- PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, this 7th day of Apri 1 , 2003. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Deerfield, Lake and Cook Counties, Illinois, this 8th day of April . , 2003. VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0-03-16 AN ORDINANCE AUTHORIZING THE ENTRY OF A REAL ESTATE PURCHASE AGREEMENT WITH NORTHBROOK BANK AND TRUST WHEREAS, the corporate authorities of the Village of Deerfield have enacted Ordinance No. 0 -02 -43 determining that it is necessary, desirable and in the public interest that certain real property located within the Village Center Redevelopment Project Area and commonly known as the Lindemann Pharmacy property, 758 Deerfield Road, Deerfield, Illinois, be acquired by the, Village of Deerfield for public use as a municipal parking lot and for redevelopment project purposes; and, WHEREAS, the Village has negotiated with Northbrook Bank and Trust for the purchase of the Subject Property; and, WHEREAS, it is in the best interest of the Village of Deerfield to enter a Real Estate Purchase Agreement (the "Agreement ") with Northbrook Bank and Trust which is materially in the form attached hereto as Exhibit A; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, as follows: SECTION 1: That the Real Estate Purchase Agreement attached.hereto as Exhibit A be and the same is hereby incorporated into and made a part of this Ordinance as if fully set forth herein. SECTION 2: That the Real Estate Purchase Agreement with Northbrook Bank and Trust Company, which is materially in the form attached hereto as Exhibit A, be and the same is hereby authorized and approved, and the President of the Village of Deerfield is hereby authorized and directed to execute said Agreement for and on behalf of the Village of Deerfield. SECTION 3: That the Village President and Village Clerk be and they are hereby further authorized and directed to execute all other documents and take all other actions as may be reasonable and necessary to implement the provisions and intent of that Real Estate Purchase Agreement and the real estate purchase transaction contemplated by that Agreement. SECTION 4: In accordance with the provisions of the Illinois Tax Increment Allocation Redevelopment Act (65 ILCS 5/11- 74.4 -1, et seq.), the cost of acquiring said property is hereby approved for payment as a redevelopment project cost in furtherance of the Village Center Redevelopment Project. SECTION 5: That this Ordinance, and each of its terms, shall be the effective legislative act of a home rule municipality without regard to whether such Ordinance should: (a) contain terms contrary to the provisions of current or subsequent non - preemptive state law; or, (b) legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the intent of the corporate authorities of the Village of Deerfield that to the extent that the terms of this Ordinance should be inconsistent with any non - preemptive state law, this Ordinance shall supersede state law in that regard within its jurisdiction. SECTION 6: That this Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. If any portion of this Ordinance is held to be invalid by a court of competent jurisdiction, that portion shall be severed from this Ordinance and the remaining portions of this Ordinance shall continue in full force and effect to the extent possible. PASSED this 7th day of April , 2003. AYES: Benton, Kayne, Rosenthal, Seiden, Swanson,'Wylie (6). NAYS: None (0 ) ♦ "0Y"% TT' _ Mnnc i n 1 Exhibit C List of Exceptions to Title 1. General real estate taxes not yet due and payable. 2. Existing unrecorded leases and tenancies. 3. Easement in favor of Commonwealth Edison and Illinois Bell Telephone Company over, upon and under the north five (5) feet of the Real Estate to install and maintain all equipment for the purpose of serving the Real Estate and other property with telephone and electric service, together with the right of access to said easement as created by instrument recorded April 17, 1967 as Document No. 1334155. 4. Rights of the public, the State of Illinois and the municipality in and to that part of the Real Estate, if any, taken or used for road purposes. 5. Acts done or suffered by, through, or under Purchaser and/or its assignee(s). 6. Fence, curb and wall encroachments, if any. \\chi -srv0I lursona \169652x01 \3MWK01 !.DOC\3/27/03 15