O-03-34VILLAGE OF DEERFIELD
LAKE AND COOK COUNTIES, ILLINOIS
ORDINANCE NO. 0-03-34
AN ORDINANCE AUTHORIZING THE EXECUTION
OF A REAL ESTATE PURCHASE AGREEMENT
BETWEEN THE VILLAGE OF DEERFIELD
AND WEST DEERFIELD TOWNSHIP
WHEREAS, the corporate authorities of the Village of Deerfield have determined that it is
necessary, desirable and in the public interest that certain real property commonly known as 858
Waukegan Road, Deerfield, Illinois, be acquired by the Village for the public uses and purposes of
the Village of Deerfield; and,
WHEREAS, the Village has negotiated with West Deerfield Township for the purchase of
said property; and,.
WHEREAS, it is in the best interest of the Village of Deerfield to enter into a Real Estate
Purchase Agreement with West Deerfield Township 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 with West Deerfield Township,
which is materially in the form attached hereto as Exhibit A, be and the same is hereby authorized and
approved, and the President and Village Clerk of the Village of Deerfield are hereby respectfully
authorized and directed to execute and attest said Agreement for and on behalf of the Village of
Deerfield.
SECTION 2: That the 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 said Real Estate Purchase Agreement and the
real estate purchase transaction contemplated by that Agreement.
SECTION 3: 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 4: That this Ordinance shall be in full force and effect from and after its passage
and approval as provided by law.
PASSED this 15th day of September , 2003.
AYES: Benton, Kayne, Rosenthal, Seiden, Swanson, Wylie (6)
NAYS: None (0 )
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REAL ESTATE PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of this a4n� day of • , 2003,
being the last date of execution hereof as set forth beneath the signatures below (the `Date of this
Agreement ") b y and b etween W est Deerfield Township, a body politic and corporate with its
principal office at 858 Waukegan Road, Deerfield, Illinois ( "Seller "), and the Village of
Deerfield, an Illinois municipal corporation with its principal office at 850 Waukegan Road,
Deerfield, Illinois ( "Purchaser "). Collectively, Seller and Purchaser are referred to herein as
"Parties."
ARTICLE 1: PROPERTY AND PURCHASE PRICE
1.1 Seller currently holds legal title to a parcel of real estate, which parcel of real
estate is identified by Permanent Real Estate Index Numbers 16 -28- 300 -009, 16- 28 -321-
016 and 16 -28- 321 -017 is commonly known as 858 Waukegan Road, Deerfield, Illinois,
and legally described on Exhibit A attached hereto (the "Property"). The Parties agree to
substitute a ,more accurate legal description of the Property as Exhibit A hereof after the
Survey defined in Article 4.2 has been completed. The Property includes a building
currently used as the West Deerfield Town Hall (the "Improvements ").
1.2 For and in consideration of Nine Hundred Sixty Thousand and N01100 Dollars
($960,000.00) (the "Purchase Price "), and subject to the terms of this Agreement, and to
the prorations and adjustments as set forth herein, Seller agrees to sell to Purchaser, and
Purchaser agrees to purchase from Seller, good and merchantable fee simple title to the
Property, together with all easements, or rights -of -way relating thereto and the
Improvements located thereon, free and clear of all liens and encumbrances, subject only
to the Permitted Exceptions hereinafter defined.
1.3 Purchaser is not required to deliver any sum as earnest money for the purchase of
the Property.
ARTICLE 2: REPRESENTATIONS, COVENANTS AND WARRANTIES:
2.1 Seller represents, 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:
2.1.1 Seller is the sole owner of fee simple title to the Property;
2.1.2 There are no outstanding contracts for the sale of the Property or any
portion thereof, and neither the Property nor any portion thereof is subject
to any other contracts or options to purchase;
2.1.3 Except for Purchaser's own use and occupancy of a portion of the Property
in relation to Purchaser's ownership of the contiguous parcel of real
property described by PIN 16 -28- 321 - 018 -0000, there are no parties in
possession of the Property, nor are there any parties with possessory rights
in the Property, other than Seller and a tenant of Seller occupying a portion
of the premises, namely Union Drainage District #1;
2.1.4 There are no outstanding service contracts, leases or other contracts
affecting the Property that will survive the Closing and the delivery of
possession of the premises;
2.1.5 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 there will be 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;
2.1.6 Seller has not received any notice from any governmental authority with
respect to any violations arising under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, The Superfund
Amendments and Reauthorization Act of 1986, the Resource Conservation
and Recovery Act, and the Toxic Substance Control Act, all as amended,
or any other state, local or federal environmental law, rule or regulation
(collectively, the `Environmental Laws ") concerning the presence, use,
misuse, disposal, release or threatened release of any hazardous or toxic
chemicals or wastes at the Property which have not been heretofore
corrected;
2.1.7 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; and
2.1.8 This Agreement has been, and all documents to be delivered by Seller at
the Closing, will be, duly authorized and properly executed by Seller and
constitute the valid and binding obligations of Seller, enforceable in
accordance with their terms.
2.2 Purchaser represents, warrants to, and covenants with Seller that this Agreement
has been, and all documents to be delivered by Purchaser at the Closing, will be, duly
authorized and properly executed by Purchaser and constitute the valid and binding
obligations of Purchaser, enforceable in accordance with their terms.
2.3 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.
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2.4 All representations and warranties contained in this Article 2 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.
2.5 Between the date of this Agreement and the Closing Date and Date of Possession,
whichever occurs lasts, Seller agrees and covenants that Seller shall:
2.5.1 Not enter into any contracts, leases or other agreements pertaining to the
Property, or otherwise perform, commit or omit any act that will diminish
or otherwise affect Purchaser's interest under this Agreement or in or to
the Property or the Improvements, or which will prevent Seller's full
performance of its obligations hereunder;
2.5.2 Maintain the Property and Improvements in a good, clean, safe and
tenantable condition, free from waste and neglect.
2.5.3 Maintain all casualty, liability and hazard insurance in full force and effect
with respect to the Property and Improvements.
2.5.4 Indemnify, defend and hold Purchaser free and harmless from and against
any and all loss, damage, liability and expense, including attorneys' fees
and litigation expenses, that Purchaser may suffer, sustain o r i ncur a s a
result of any misrepresentation, breach of warranty or breach of agreement,
made by Seller in respect of this 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.
ARTICLE 3: INSPECTIONS AND DUE DILLIGENCE:
3.1 Seller shall provide to Purchaser, within 7 days after the date of this Agreement,
any existing land title survey of the Property.
3.2 During the period commencing on the date of this Agreement and ending 60 days
thereafter, (the "Due Diligence Period "), Purchaser and its agents, consultants and
employees shall have the right, at Purchaser's sole risk, cost and expense, to enter upon
the Property for the purpose of making non - invasive inspections concerning the
environmental condition of the Property and Improvements. Seller shall cooperate with
Purchaser in making such inspections. All of such entries shall be at reasonable times
during normal business hours, and after at least 24 hours prior notice to Seller. At
Seller's request, Purchaser shall provide Seller with a copy of the results of any tests and
inspections made by Purchaser. Purchaser shall defend, indemnify and hold Seller and
Seller's officers, agents and employees free and harmless from and against any and all
losses, costs, damages, claims or liabilities, including but not limited to, mechanic's liens,
arising out of or in connection with Purchaser's inspection of the Property.
3.3 If Purchaser determines, in its sole discretion, that the environmental condition of
the Property renders the Property unacceptable for Purchaser's purposes, Purchaser shall
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have the right to terminate this Agreement by giving Seller, before expiration of the Due
Diligence Period, notice of termination of this Agreement, and neither party shall
thereafter have any rights or liabilities hereunder except for those provisions which
survive the termination of this Agreement.
ARTICLE 4: TITLE, SURVEY AND CONVEYANCE:
4.1 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.
4.2 Seller shall transmit to Purchaser, not more than thirty (30) days after the Date of
this Agreement, an ALTA land title survey of the Property (the "Survey") prepared and
certified by 'a surveyor registered in the State of Illinois.
4.3 Conveyance by Seller to Purchaser of the Property shall be by general warranty
deed in recordable form, conveying to Purchaser good and merchantable fee simple title
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;
and, (b) public, private and utility easements of record.
4.4 At the Closing or prior to the disbursement by the Title Company of the Purchase
Price if the Closing occurs in Escrow, Seller shall deliver or cause the Title Company to
deliver (or commit to deliver) to Purchaser, an owner's title insurance policy (the "Title
Policy ") showing title in the proposed Grantee, in the amount of the Purchase Price,
subject only to the Permitted Exceptions.
ARTICLE 5: SELLER'S CONTINGENCIES:
5.1 This contract is contingent upon Seller securing zoning approval satisfactory to
the Seller on or before March 1, 2004 allowing for the construction, maintenance and use of a
public office building on the Stanger Property as the future West Deerfield Township Town Hall.
Seller shall promptly and diligently pursue such zoning approval. The Stanger Property is legally
described on Exhibit B attached hereto. If Seller is unable to secure such satisfactory zoning
approval by said date, or such later date as the Parties may agree in writing, and Seller so notifies
Purchaser in writing within seven (7) days following such date, this Agreement shall be
terminated and neither party shall thereafter have any rights or liabilities hereunder except for
those provisions which survive the termination of this Agreement.
5.2 This contract is also contingent upon Seller closing the purchase of the Stanger
Property o n o r b efore M ay 1, 2 004. I f S eller h as f ailed t o c lose t he p urchase of the Stanger
Property by said date, or such later date as Parties may agree in writing, this Agreement shall be
terminated and neither party shall thereafter have any rights or liabilities hereunder except for
those provisions which survive the termination of this Agreement.
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ARTICLE 6: PROVISIONS WITH RESPECT TO CLOSING; ADJUSTMENTS:
6.1 Subject to the conditions precedent contained in this Agreement and to the
contingenc stated in Article 5 hereof, the consummation of the purchase and sale transaction
contemplated herein (the "Closing ") shall take place on the first to occur of the following (the
"Closing Date "):
6.1.1 The date on which Seller closes the purchase of the Stanger Property,
provided that Seller gives Purchaser notice 14 days in advance of the
scheduled date of the Stanger Property closing;
6.1.2 One hundred eighty (180) days after the date of this Agreement, provided
such date occurs after the closing of the Stanger Property. 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 "); or
6.1.3 Such other date as the Parties mutually agree in writing.
6.2 On the Closing Date, Seller shall deliver the following, all in form and substance
satisfactory to Purchaser:
6.2.1 A general warranty deed, duly executed and acknowledged by Seller, in
proper form for recording and subject only to the Permitted Exceptions,
conveying good and merchantable fee simple title to the Property to
Purchaser;
6.2.2 Seller's gap undertaking;
6.2.3 State of Illinois and Lake County real estate transfer declarations and
evidence of compliance with local requirements, if any, for the transfer of
real estate;
6.2.4 Non - foreign affidavit sufficient to comply with Section 1445 of the
Internal Revenue Code and the regulations promulgated thereunder;
6.2.5 Affidavit of Title in customary form;
6.2.6 A certification executed by Seller confirming that the representations and
warranties contained in this Agreement are true and correct as of the
Closing Date;
6.2.7 Plat Act Affidavits, if necessary;
6.2.8 Bill of Sale (if necessary); and
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6.2.9 Any and all other documents, not inconsistent with this Agreement, which
are customary or are * necessary to comply with the terms of this
Agreement.
6.3 Possession is to be deferred in accordance with Article 8 hereof to permit Seller to
continue occupancy of the Property until the Date of Possession (defined in Article 8.1 hereof).
Seller shall deliver possession of the Property, Improvements and keys thereto, to Purchaser on
the Date of Possession, or on the Closing Date if Seller waives it's right and option to remain in
possession until the Date of Possession. The Property shall be delivered vacant and broom clean.
The plumbing, heating and electrical systems shall be in good working order and the roof shall be
free from leaks. Purchaser shall have the right to inspect the premises within 48 hours before the
Closing Date and the Date of Possession.
6.4 Purchaser shall deliver the Purchase Price; the costs of the lender's title policy, if
any; all fees for recording the deed; and one -half of the cost of the Escrow, if any.
6.5 At the election of either the Seller or the Purchaser, the Closing shall be effected
through an escrow with Chicago Title & Trust Company, with the title insurance company acting
as escrow agent for both Parties in accordance with the general provisions of the usual form Deed
and Money Escrow Agreement then in use by Chicago Title & Trust Company, with such special
provisions inserted in the Escrow Agreement as may be required to conform with this
Agreement. The cost of the escrow shall be divided equally between the Parties.
6.6 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.
6.7 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.
6.8 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 a s o f t he C losing D ate, w hich amount s hall b e d etermined o n t he basis of one hundred
percent (100 %) of the most recent ascertainable tax bill for the Property. Such prorations shall be
final unless otherwise agreed in writing by the Parties.
6.9 It is understood by the Parties that S eller s hall b e r esponsible f or a 11 o perating
costs in connection with the ownership, operation, maintenance and management of the Property
and the Improvements, including, without limitation, the cost of all utilities servicing the
Property, until the later to occur of the Closing Date or the Date of Possession.
ARTICLE 7: DAMAGE TO PROPERTY:
7.1 Risk of casualty loss shall be in the Seller to the Date of Closing, and in the
Purchaser thereafter.
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7.2 In the event that between the date of this Agreement and the Closing Date all or
any portion of the Property is damaged or destroyed, Seller shall: (i) immediately notify
Purchaser in writing of such occurrence, and (ii) within fourteen (14) days of such event secure
an estimate of the cost of repairing such damage or destruction from an independent contractor
acceptable to the Purchaser and Seller.
7.3 If the cost of repairing such damage or destruction, as estimated by such
independent contractor, is less than Twenty-Five Thousand Dollars ($25,000.00), this transaction
shall close and Seller shall, within fourteen (14) days after receipt of such estimate and at Seller's
sole expense, proceed with causing the Property to be reconstructed and restored to its prior
condition.
7.4 If the cost of repairing such damage or destruction, as estimated by such
independent contractor, exceeds Twenty-Five Thousand Dollars ($25,000.00), this transaction
shall close and, unless Seller elects in writing to waive its right to post - closing possession of the
premises as provided in Article 8 hereof, Seller shall, within fourteen (14) days after receipt of
such estimate, give written notice to the Purchaser that Seller elects, at its option, either (i) to
proceed at Seller's sole expense with causing the Property to be reconstructed and restored to its
prior condition, or (ii) to waive its right to post - closing possession of the premises, in which case
Purchaser may elect to receive, at its option, either: (iii) an assignment of all of Seller's right in
the insurance proceeds payable with respect to such damage or destruction, plus a credit against
the Purchase Price in the amount of the deductible, or (iv) a credit against the Purchase Price in
the amount of the estimate of the independent contractor. Purchaser shall have fourteen (14) days
from the date of its receipt of Seller's election to either restore the Property or to waive its right
to post - closing possession of the premises within which to elect to exercise its right to take the
insurance proceeds or the credit under this Section 7.4
ARTICLE 8: POST- CLOSING POSSESSION:
8.1 Seller shall have the option of remaining in possession of the Property subsequent
to the Closing for all or any part of a period expiring thirty (30) days after the issuance of an
occupancy permit for a new town hall building on the Stanger Property, but in no event shall
Purchasers Date of Possession be deferred longer than March 1, 2005. If Seller has not
completed construction of the new Township Administration Building on the Stanger Property in
time to take occupancy on or before March 1, 2005, Seller may remain in possession subject to
payment of increased rent as provided in Article 8.7 hereof, provided that Seller uses its best
efforts to complete said construction and to promptly deliver possession of the Property to
Purchaser.
8.2 At all times until the Date of Possession Seller shall be responsible, at its sole
expense, for:
8.2.1 Furnishing heat, air conditioning, gas, light, electric and sewer and water
utility services in the premises;
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8.2.2 Promptly repairing any breakage, leakage, property damage or defect in
the premises;
8.2.3 Maintaining the premises free of violations of federal, state and local laws,
codes, ordinances and regulations;
8.2.4 Maintaining insurance as appropriate, and in sufficient amounts, to protect
Seller's post - closing possessory interest in the premises under this
Agreement;
8.2.5 Cleaning, maintaining and keeping the premises in a good, safe, proper
and orderly condition.
8.3 Risk of casualty loss shall be in Seller to the Date of Closing, and in the Purchaser
thereafter. Purchaser shall be responsible for securing and maintaining insurance on the Property
against fire or other casualty after the Closing. Neither party shall have, and each expressly
disclaims, any interest in any policy of insurance of the other party.
8.4 If the Property and Improvements should be substantially damaged or destroyed
(which as used herein means destruction or damage to at least 50% of the Improvements, or to
the extent of $25,000 in repair cost as estimated by an independent contractor acceptable to the
Purchaser and Seller) by fire or other casualty occurring after the Closing, but during Seller's
post - closing possession of the premises, either party may, at its option, terminate Seller's post -
closing possessory interest in the premises by giving written notice to the other party within thirty
(30) days of such casualty event. In the event neither party exercises this option, Purchaser shall,
with reasonable diligence, cause the premises to be reconstructed, at Purchaser's expense, to a
habitable condition reasonably suitable for Seller's interim use.
8.5 At all times that Seller is in possession of the Property after the Closing, Seller
shall maintain comprehensive general liability insurance covering Seller as the insured party, and
naming Purchaser as an additional insured, against claims for bodily injury, death and property
damage occurring in or about the Property, with limits of not less than One Million Dollars
($1,000,000.00) for each injury or death to a person and Three Million Dollars ($3,000,000.00)
for each occurrence.
8.6 Seller shall defend, indemnify and hold Purchaser free and harmless from and
against any and all liability for any loss of or damage or injury to any person (including death
resulting therefrom) or property damage occurring in or about the Property while S eller i s i n
possession of the Property after the Closing, regardless of cause, except for any loss or damage
caused by the gross negligence or willful misconduct of Purchaser, and its employees and agents,
and Seller hereby releases Purchaser from any and all liability for same.
8.7' Seller shall pay Purchaser, as monthly rent for the premises, the sum of $800.00,
which shall be paid to Purchaser in advance on the first business day of each month at
Purchaser's address stated above. After March 1, 2005 the monthly rent shall be $2,200.00.
8.8 Seller shall not lease or sublet the Property or any part thereof, except for the
continuation of the existing month -to -month lease to Union Drainage District #1 (which will
become a sublease after the Closing Date); and Seller will not otherwise assign its possessory
interest under this Agreement nor permit or s uffer a ny t ransfer o f S eller's p ossessory i nterest
hereunder. Unless otherwise agreed by Purchaser, Seller shall give all necessary notices to Union
Drainage District #1 so as to terminate its possession and lease /sublease as of the date Seller is
surrendering possession to the Purchaser.
ARTICLE 9: REMEDIES:
9.1 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 fourteen (14) 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 a judicial decree of
specific performance, or (ii) to terminate this Agreement.
9.2 If Purchaser should breach any of its covenants contained in this Agreement, or
should fail to consummate the sale contemplated herein for any reason other than Seller's default
hereunder, Seller shall have the right, after giving Purchaser not less than fourteen (14) 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 a judicial decree of specific p erformance, or ( ii) to
terminate this Agreement.
ARTICLE 10: MISCELLANEOUS:
10.1 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.
10.2 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; (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:
In
If intended for Purchaser:
Village Manager
Village of Deerfield
850 Waukegan Road
Deerfield, IL
Phone: (847) 945 -5000
Fax: (847) 945 -0214
With a copy to:
If intended for Seller:
Julie Morrison
West Deerfield Township
858 Waukegan Road
60015 Deerfield, IL 60015
Phone: (847)
Fax: (847)
Peter D. Coblentz
Rosenthal Murphey & Coblentz
30 North LaSalle Street, Suite 1624
Chicago, IL 60602
Phone: (312) 541 -1073
Fax: (312) 541 -9191
With a copy to:
Donald C. Nord
Stahl Cowen Crowley LLC
55 W. Monroe Street, Suite 500
Chicago, IL 60603
Phone: (312) 641 -0060
Fax: (312) 641 -6959
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.
10.3 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.
10.4 This Agreement shall be binding upon and shall inure to the benefit of the Parties
hereto and their respective heirs, administrators, successors and assigns.
10.5 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.
10.6 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.
10.7 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.
10.8 Time is of the essence of this Agreement.
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10.9 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.
10.10 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.
IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be
executed as of he-date- first set forth above.
FA
Attest:
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Villa
X.0 LAC-
Clerk
Date: CCTober. 7.X003
WEST DEERFIELD TOWNSHIP:
LV
Attest:
I
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Exhibit A
Legal Description of 858 Waukegan Road, Deerfield, IL
PARCEL 1
THAT PART OF LOT 4 IN BLOCK 2 IN THE VILLAGE OF DEERFIELD, ACCORDING TO
THE PLAT THEREOF RECORDED MARCH 16, 1857, IN BOOK 27 OF DEEDS, PAGE 167
AND PART OF THE WEST %z OF THE SOUTHWEST V4 OF THE SOUTHWEST '/4 OF
SECTION 28, TOWNSHIP 43 NORTH, RANGE 12, EAST -OF THE THIRD PRINCIPAL
MERIDIAN, DESCRIBED AS FOLLOWS TO —WIT: COMMENCING ON THE EASTERLY
LINE OF SAID LOT 4 AT A POINT 597 FEET NORTHERLY FROM THE SOUTHEAST
CORNER OF BLOCK 2 AFORESAID; RUNNING THENCE NORTHERLY ALONG SAID
EASTERLY LINE AND SAID LINE PRODUCED 90 FEET TO A POINT 8 FEET,
NORTHERLY FROM THE NORTHEASTERLY CORNER OF SAID LOT 4; THENCE WEST
TO A POINT ON THE WEST L INE 0 F T HE S OUTHWEST '/4 0 F THE S OUTHWEST '/4
SECTION 23 AFORESAID, 8 FEET NORTH OF THE NORTHWEST CORNER OF SAID
LOT 4; THENCE SOUTH ALONG SAID SECTION LINE 90 FEET, THENCE EASTERLY
329 3/10 FEET TO THE POINT OF BEGINNING, (EXCEPT FROM THE ABOVE
DESCRIBED TRACT THAT PART THEREOF, LYING SOUTH OF A LINE DRAWN FORM
A POINT IN THE EASTERLY LINE OF SAID TRACT, 15 FEET NORTHERLY OF THE
SOUTHEAST CORNER THEREOF TO A POINT IN THE WEST LINE OF SAID TRACT, 15
FEET NORTH OF THE SOUTHWEST CORNER THEREOF) AND (EXCEPT THAT PART
DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 44.38 FEET
SOUTHWESTERLY FROM THE NORTHEASTERLY CORNER OF SAID TRACT (AS
MEASURED AT RIGHT ANGLES TO THE NORHTEASTERLY LINE OF SAID TRACT);
THENCE EAST 1 FOOT; THENCE SOUTH 28.5 FEET; THENCE WEST 46.5 FEET;
THENCE SOUTH 22.5 FEET; THENCE WEST 31 FEET; THENCE SOUTH 16.37 FEET;
THENCE WEST 64.57 FEET; THENCE NORTH 43.56; THENCE EAST 14.57 FEET;
THENCE NORTH 24.81 FEET; THENCE EAST 127.5 FEET; THENCE SOUTH 1 FOOT TO
THE POINT OF BEGINNING) AND ALSO (EXCEPT THE SOUTH 8 FEET OF THE WEST
'/a OF THE SOUTHWEST %4 OF THE SOUTHWEST '/4 OF SECTION 28, TOWNSHIP 43
NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING WEST OF
THE WESTERLY LINE OF STATE ROUTE 43 AND NORTH OF LOT 4 IN 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.
Permanent Index No. Parcel 1: 16 -28- 321 -016
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PARCEL 2
THE WESTERLY 60 FEET (EXCEPTING THE WESTERLY 50 FEET OF THE
SOUTHERLY 27.19 FEET) OF THAT PART OF LOT 4 IN BLOCK 2 IN THE VILLAGE OF
DEERFIELD, ACCORDING TO THE PLAT THEREOF, RECORDED MARCH 16, 1857, IN
BOOK 27 OF DEEDS, PAGE 167 AND OF THE WEST %2 OF THE SOUTHWEST '/4 OF
SECTION 28, TOWNSHIP 43 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL
MERIDIAN, DESCRIBED AS FOLLOWS, TO WIT; COMMENCING AT A POINT 8 FEET
NORTH OF THE NORTHEAST CORNER OF SAID LOT 4; THENCE WESTERLY (AS
MEASURED AT RIGHT ANGLES TO THE EASTERLY LINE OF SAID LOT 4 EXTENDED
NORTHERLY) 44 FEET 4 1/2 INCHES; THENCE EAST 1 FOOT TO THE PLACE OF
BEGINNING; THENCE SOUTH 28.5 FEET; THENCE WEST 46.5 FEET; THENCE SOUTH
22.5 FEET; THENCE WEST 81 FEET; THENCE NORTH 52 FEET; THENCE EAST 127.5
FEET; THENCE SOUTH 1 FOOT TO THE PLACE OF BEGINNING, IN LAKE COUNTY,
ILLINOIS.
Permanent Index No. Parcel 2: 16 -28- 321 -017
PARCEL 3
THE SOUTH 8 FEET OF THE WEST %2 OF SOUTHWEST '/4 OF THE SOUTHWEST '/4 OF
SECTION 28, TOWNSHIP 43 NORTH, RANGE 12, EAST OF THE THIRD PRICIPAL
MERIDIAN, LYING WEST OF THE WESTERLY LINE OF STATE ROUTE 43 AND
NORTH OF LOT 4 IN 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.
Permanent Index No. Parcel 3: 16 -28- 300 -009
Property Address (all three parcels): 858 Waukegan Road, Deerfield, Illinois, 60015.
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Exhibit B
Legal Description of Stanger g Propert y
LOTS 6 AND 7 IN WILLIAM W. CLARK'S SUBDIVISION IN THE NORTHWEST '/40F
SECTION 33, TOWNSHIP 43 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL
MERIDIAN, A CCORDING T O THE PLAT THEREOF RECORDED AUGUST 8, 1905, AS
DOCUMENT 101434, IN BOOK "G" OF PLATS, PAGE 26, IN LAKE COUNTY, ILLINOIS.
Permanent Index Nos: 16 -33- 102 - 011 -0000 and 16 -33- 102 - 012 -0000
Property Address: 601 and 607 Deerfield Road, Deerfield, IL 60015.
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