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.
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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
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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.
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(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