O-09-23VILLAGE OF DEERFIELD
LAKE AND COOK COUNTIES, ILLINOIS
ORDINANCE NO. 0 -09 -23
AN ORDINANCE AUTHORIZING THE SALE OF SURPLUS
REAL ESTATE LOCATED 646 -660 DEERFIELD ROAD
AND DESCRIBED BY PIN 16 -28- 300 -015
PASSED AND APPROVED BY THE
PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF DEERFIELD, LAKE
AND COOK COUNTIES, ILLINOIS, this
2nd day of November , 2009.
Published in pamphlet form
by authority of the President
and Board of Trustees of the
Village of Deerfield, Lake and
Cook Counties, Illinois, this
2nd day of November , 2009.
VILLAGE OF DEERFIELD
LAKE AND COOK COUNTIES, ILLINOIS
ORDINANCE NO. 0 -09 -23
AN ORDINANCE AUTHORIZING THE SALE OF SURPLUS
REAL ESTATE LOCATED 646 -660 DEERFIELD ROAD
AND DESCRIBED BY PIN 16 -28 -300 -015
WHEREAS, the Village of Deerfield owns a parcel of real estate described by
permanent real estate index number 16 -28- 300 -015 (the "Subject Property ") that contains
approximately 4,073 square feet, that is surrounded on three sides by the parking lot for
Deerfield Shoppers Court, that is land locked on all sides and that has restricted access over the
abutting parcels; and,
WHEREAS, the corporate authorities of the Village of Deerfield have determined that
the Subject Property is no longer necessary, convenient or useful for the public purposes of the
Village; and,
WHEREAS, Deerfield Shoppers Court, LLC has submitted an offer to purchase the
Subject Property at a price of $52,000 on the terms set forth in the real estate sale contract
attached hereto as Exhibit A for assemblage as part of the Deerfield Shoppers Court shopping
center; and,
WHEREAS, the corporate authorities of the Village of Deerfield have determined that it
is in the best interests of the Village of Deerfield to sell and convey the Subject Property to
Deerfield Shoppers Court LLC as provided herein;
-2-
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 above and foregoing recitals, being material to this Ordinance, are
hereby incorporated and made a part of this ordinance as if fully set forth herein.
SECTION 2: That the President and Board of Trustees of the Village of Deerfield do
hereby authorize and approve the sale of the Subject Property to Deerfield Shoppers Court, LLC
on the terms and conditions stated in the Real Estate Sale Contract attached hereto as Exhibit A.
SECTION 3: That the Village Manager is authorized and directed to execute said Real
Estate Sale Contract for and on behalf of the Village of Deerfield.
SECTION 4: That the President, Village Clerk and Village Attorney of the Village of
Deerfield be and they are hereby authorized and directed to execute, attest and deliver such
documents as may be necessary or appropriate to complete the conveyance of the Subject
Property as provided in the Real Estate Sale Contract.
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.
-3-
PASSED this 2nd day of November , 2009.
AYES: Benton, Farkas, Jester, Oppenheim, Seiden, Struthers (6)
NAYS: None (0)
ABSENT: None (0)
ABSTAIN: None (0)
APPROVED this 2nd day of November , 2009.
01
Village Presi ent
ATTEST:
V lage Clerk
CHICAGO TITLE INSURANCE COMPANY
REAL ESTATE SALE CONTRACT ILLINOIS FORM B*
Modified
Deerfield Shoppers Court, LLC (Purchaser) agrees to purchase at a price of $52,000 on the terms set forth herein, the following described real
estate in Lake County, Illinois:
The Real Estate outline in Red on the attached Exhibit A in Deerfield, Illinois. The legal description shall be determined by the surveyor of the new
survey subject to the reasonable approval of Purchaser and Seller commonly known as DSC — Village Parking Spaces, and with approximate lot
dimensions of 50' x 75', and an approximately area of 4,073 square feet.
2. (Seller) agrees to sell the real estate and the property described above, if any, at the price and terms set forth herein, and to convey or cause to be
conveyed to Purchaser or nominee title thereto by a recordable WARRANTY deed, with release of homestead rights, if any, and a proper bill of sale,
subject only to: those matters approved by Purchaser pursuant to paragraph R.2(b) of Rider.
3. Purchaser agrees to pay or satisfy the balance of the purchase price, plus or minus prorations, at the time of closing as follows:
The payment of $52,000
4. Seller agrees to furnish Purchaser a current boundary survey of the above real estate.
5. The time of closing shall be 30 days after expiration of Due Diligence (see Rider), or on the date, if any, to which such time is extended by reason
of paragraph 2 or 10 of the Conditions and Stipulations hereafter becoming operative (whichever date is later), unless subsequently mutually agreed
otherwise, at the office of Chicago Title Insurance Company - Lake Forest, or of the mortgage lender, if any, provided title is shown to be good or is
accepted by Purchaser.
6. Seller shall pay any real estate broker retained by Seller. Purchaser shall pay any real estate broker retained by Purchaser.
7. Seller warrants that Seller, its beneficiaries or agents of Seller or of its beneficiaries have received no notices from any city, village or other
governmental authority of zoning, building, fire or health code violations in respect to the real estate that have not been heretofore corrected.
8. A duplicate original of this contract, duly executed by the Seller and his spouse, if any, shall be delivered to the Purchasers within _ days from
the date hereof, otherwise, at the Purchaser's option, this contract shall become null and void and the earnest money shall be refunded to the
Purchaser.
This contract is subject to the Conditions and Stipulations set forth on the following pages hereof, which Conditions and Stipulations are made a part
of this contract. The Rider attached hereto is incorporated herein by reference.
Dated
Purchaser:
Deerfield Shoppers Court, LLC
Seller: Village of Deerfield
Dated:
VA
Kent S. Street, Village Manager
Address: c/o Joseph Pasquesi
Deerfield Shopper's Court, LLC
3218 Skokie Valley Rd.
Highland Park, IL 60035
Address: Village of Deerfield
Attention: Kent Street — Village Manager
850 Waukegan Road
Deerfield, IL 60015
*Form normally used for sale of property improved ivith multi family structures offive or more units of commercial or industrial properties.
Deerfield Shoppers Parking contract.
October 15, 2009
CONDITIONS AND STIPULATIONS
1. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's agent, not less than 5 days prior to the time of closing, the plat of survey (if
one is required to be delivered under the terms of this contract) and a title commitment for an owner's title insurance policy issued by the Chicago
Title Insurance Company in the amount of the purchase price, covering title to the real estate on or after the date hereof, showing title in the intended
grantor subject only to (a) the title exceptions set forth above, and (b) title exceptions pertaining to liens or encumbrances of a definite or
ascertainable amount which may be removed by the payment of money at the time of closing and which the'Seller may so remove at that time by
using the funds to be paid upon the delivery of the deed (all of which are herein referred to as the permitted exceptions). The title commitment shall
be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the exceptions as therein stated. Seller
also shall furnish Purchaser an affidavit of title in customary form covering the date of closing and showing title in Seller subject only to the
permitted exceptions in foregoing items (b) and (c) and unpermitted exceptions or defects in the title disclosed by the survey, if any, as to which the
title insurer commits to extend insurance in the manner specified in paragraph 2 below. Seller shall furnish extended coverage over the printed
exceptions.
2. If the title commitment or plat of survey (if one is required to be delivered under the terms of this contract) discloses either unpermitted exceptions
or survey matters that render the title unmarketable (herein referred to as "survey defects "), Seller shall have 30 days from the date of delivery thereof
to have the exceptions removed from the commitment or to correct such survey defects or to have the title insurer commit to insure against loss or
damage that may be occasioned by such exceptions or survey defects, and, in such event, the time of closing shall be 35 days after delivery of the
commitment or the time expressly specified in paragraph 5 on the front page hereof, whichever is later. If Seller fails to have the exceptions removed
or correct any survey defects, or in the alternative, to obtain the commitment for title insurance specified above as to such exceptions or survey
defects within the specified time, Purchaser may terminate this contract or may elect, upon notice to Seller within 10 days after the expiration of the
30 -day period, to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount.
If Purchaser does not so elect, this contract shall become null and void without further action of the parties.
3. Rents, premiums under assignable insurance policies, water and other utility charges, fuels, prepaid service contracts, general taxes, accrued
interest on mortgage indebtedness, if any, and other similar items shall be adjusted ratably as of the time of closing. The amount of the current
general taxes not then ascertainable shall be adjusted on the basis of (a), (b), or (c) below (Strike subparagraphs not applicable):
Seller represents that the Real Estate is not on the tax rolls. Thus, there shall be no tax proration
All prorations are final unless otherwise provided herein. Existing leases and assignable insurance policies, if any, shall then be assigned to
Purchaser. Seller shall pay the amount of any stamp tax imposed by State law on the transfer of the title, and shall furnish a completed Real Estate
Transfer Declaration signed by the Seller or the Seller's agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois
and shall furnish any declaration signed by the Seller or the Seller's agent or meet other requirements as established by any local ordinance with
regard to a transfer or transaction tax; such tax required by local ordinance shall be paid by the party upon whom such ordinance places responsibility
therefore. If such ordinance does not so place responsibility, the tax shall be paid by the (PuFehaser-) (Seller). (Strike one)
4. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this contract.
5. If this contract is terminated without Purchaser's fault, the earnest money shall be returned to the Purchaser, but if the termination is caused by the
Purchaser's fault, then upon notice to the Purchaser, the earnest money shall be forfeited to the Seller and applied first to the payment of Seller's
expenses; the balance, if any to be retained by the Seller as liquidated damages as Seller's sole remedy.
6. At the election of Seller or Purchaser upon notice to the other party not less than 5 days prior to the time of closing, this sale shall be closed
through an escrow with Chicago Title and Trust Company, in accordance with the general provisions of the usual form of Deed and Money Escrow
Agreement then in use by Chicago Title and Trust Company, with such special provisions inserted in the escrow agreement as may be required to
conform with this contract. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, payment of purchase price and
delivery of deed shall be made through the escrow and this contract and the earnest money shall be deposited in the escrow. The cost of the escrow
shall be divided equally between Seller and Purchaser. (Strike paragraph if inapplicable)
7. Time is of the essence of this contract.
8. All notices herein required shall be in writing and shall be served on the parties at the addresses following their signatures. The mailing of a
notice by registered or certified mail, return receipt requested, shall be sufficient service.
9. Seller represents that he is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code and is therefore exempt from the
withholding requirements of said Section. Seller will furnish Purchaser at closing the Exemption Certification set forth in said Section.
10. The provisions of the attached Rider are incorporated herein by reference.
Deerfield Shoppers Parking contract 2
October 15, 2009
RIDER ATTACHED TO AND MADE A PART OF
REAL ESTATE SALE CONTRACT BETWEEN
DEERFIELD SHOPPERS COURT LLC AS BUYER
AND THE VILLAGE OF DEERFIELD AS SELLER
Dated September 10, 2009
This Rider modifies certain provisions and adds other provisions to the printed form of contract to which it is
attached. In the event of any conflict between this Rider and the printed form of contract, the provisions of this Rider
shall control.
R1. Due Diligence Documents to be Delivered by Seller. Seller shall deliver to Purchaser the following
(the due diligence documents) within ten (10) days after the date of this Agreement, relating to the Property:
(a) To the extent same are in Seller's possession or reasonable control, copies of
existing title policies and surveys.
(b) Copies of all contracts for construction, repair or capital replacement covering
such work performed during the two (2) years immediately preceding the date hereof (or during Seller's
ownership of any Building Project, if less than two (2) years), together with copies of all guaranties and
warranties.
(c) To the extent same are in Seller's possession and reasonable control, all other
studies, reports, maps and documents related to the Property, including without limitation engineering
reports, surveys, environmental impact reports, traffic circulation, flood control and drainage plans, design
renderings, shop drawings, feasibility studies and all correspondence with governmental agencies and their
personnel concerning the same, but excluding market analyses.
To the extent that any of the foregoing documents either do not exist or are not under the
reasonable control of Seller, Seller shall give written notice of that fact to Purchaser within said 10 -day
period.
R2. Title Insurance Commitment and Survey.
(a) Title Insurance Commitment. No later than 12 business days after the Effective Date,
Seller shall deliver to Purchaser (1) a commitment (Commitment) for an ALTA 1992 Owner's Policy of Title
Insurance issued by Title Company showing title to the Property in the Land Trust, and (2) legible copies of all
recorded documents cited, raised as exceptions, or noted in the Commitment (Title Documents). Copies of
documents provided by the Title Company shall be sufficient to satisfy this subsection
(b) Initial Title Approval. Purchaser shall have a period of 8 business days from receipt of
the later of the Survey (as hereinafter defined), the Commitment, and the Title Documents (Title Review Period) in
which to review the Commitment, the Survey, and the Title Documents and deliver to Seller, at Purchaser's election,
in writing, such objections as Purchaser may have to any matters contained in the Commitment, Title Documents, or
Survey (Purchaser's Objection Notice) (any of said objections listed on Purchaser's Objection Notice are deemed
the "Objectionable Exceptions "). Seller shall endeavor, prior to the expiration of the Inspection Period, to cure any
Objectionable Exceptions and to agree with Purchaser as to any Objectionable Exceptions that will be removed after
the Inspection Period but prior to Closing (Removable Exceptions). In the event Seller fails to cure any of these
Objectionable Exceptions prior to the expiration of the Inspection Period, or fails to agree with Purchaser as to any
Removable Exceptions, Purchaser shall have the right to either (1) terminate this Agreement by delivering written
notice to Seller on or prior to the expiration of the Inspection Period, in which event the Earnest Money shall be
returned to Purchaser and each party shall be released from further liability to the other or (2) consummate the
transaction contemplated by this Agreement in accordance with the terms hereof, in which event, all exceptions to
title listed on Schedule B of the Commitment as of the expiration of the Inspection Period and all matters contained
in the Survey shall conclusively be deemed to constitute Permitted Exceptions.
(c) Title Approval. If an exception to title or other title defect other than a Permitted
Exception is added to the Commitment subsequent to the date hereof, but prior to the Closing Date ( Unpermitted
Exceptions), then, prior to the Closing Date, Seller shall be affirmatively obligated to cure any such Unpermitted
Exception; the failure of Seller to do so shall constitute a default by Seller under this Agreement. Provided however
that in the case of an unpermitted exception, Purchaser's sole remedy shall be termination of this contract.
Deerfield Shoppers Parking Rider 1
October 15, 2009
(d) Title Policy. On the Closing Date, Seller shall cause Title Company to issue to Purchaser an
ALTA 1992 Owner's Policy of Title Insurance or irrevocable commitment to issue such a policy covering the Property
in the amount of the Purchase Price, showing fee simple title vested in Purchaser, with extended coverage over all
general exceptions and containing the following endorsements: (1) restrictions insuring over the recorded covenants,
conditions, or restrictions of record, if applicable, (2) survey, (3) location; and (4) encroachment, if applicable, subject
only to (1) general taxes not yet due or payable, (2) any matters listed on Exhibit B attached hereto and incorporated
herein, (3) matters created by, through, or under Purchaser, (collectively, "Permitted Exceptions ") (Title Policy). At
closing, Purchaser shall pay one -half the cost of the policy and endorsements.
(e) Cost of Survey and Title. The cost of the survey and title charges shall be split equally
between Purchaser and Seller.
R3. Due Diligence
(a) For a period of 30 days after the Effective Date (the "Due Diligence Period "), Purchaser
and its agents and representatives shall be entitled to conduct an inspection as to the Property, which will include,
but shall not be limited to, the rights to (1) enter on the Property to perform inspections and tests; (2) inspect all
other contracts, agreements, documents, and matters, public or private, in the possession or control of Seller or its
agents, relating to receipts and expenditures pertaining to the Property for the entire period of Seller's ownership
thereof, including the three most recent full calendar years and the current calendar year; (3) make investigations
with regard to zoning, environmental, building code, and other legal requirements, including, but not limited to, an
environmental assessment. If Purchaser, in its sole and absolute discretion, determines that the results of any
inspection, test, or examination do not meet Purchaser's (or its underwriters', investment bankers', board of
directors', lenders', or investors') criteria for purchase, financing, or operating of the Property in the manner
contemplated by Purchaser, or if the information disclosed does not otherwise meet Purchaser's investment criteria
or underwriting for any reason whatsoever, or if Purchaser, in its sole discretion, otherwise determines that the
Property is unsatisfactory to it, then Purchaser may terminate this Contract by written notice to Seller, given not later
than the last day of the Due Diligence Period. Upon such termination, the Earnest Money, together with all interest
accrued thereon, shall be returned immediately to Purchaser and, except as otherwise provided in this section,
neither party shall have any further liability to the other hereunder. In the event Purchaser fails to notify Seller of its
intent to terminate this Contract prior to the expiration of the Due Diligence Period, Purchaser's right to terminate
this Contract shall be waived and become null and void.
(b) Neither Purchaser, nor any of its agents or representatives, shall damage the Property or
any portion thereof, except for any immaterial damage caused by environmental and other tests, all of which shall
promptly be repaired by Purchaser at Purchaser's sole cost and expense. Purchaser agrees to indemnify and defend
Seller and hold Seller harmless from any and all claims, demands, actions, lawsuits, damages, and costs, including
reasonable attorneys' fees, arising out of any act or omission of Purchaser, or its agents and/or representatives, in
connection with Purchaser's due diligence review. The foregoing obligation shall survive the Closing and any
termination of this Contract. To the extent that Purchaser intends to enter, or have its agents or representatives enter,
the Property, Purchaser agrees to deliver evidence of liability insurance reasonably acceptable to Seller and naming
Seller as an additional insured during the period of any inspection.
R4. Litigation. In the event of the bringing of any action or suit by a party hereto against another party
hereunder by reason of a breach of any of the covenants, agreements, obligations, or provisions on the part of the other
party set forth in or arising out of this Agreement, the prevailing party shall be entitled to have and recover from the
other party any and all costs and expenses of the action or suit, including, without limitation, attorneys' fees, accounting
fees, engineering fees, and other fees resulting therefrom.
Buyer:
DEERFIELD SHOPPERS COURT, LLC
By:
Seller:
VILLAGE OF DEERFIELD
By:
Deerfield Shoppers Parking Rider 2
October 15, 2009
This document Prepared by:
Edward J. FitzSimons
500 N. Western, #204
847/735 -8762
Fax: 847/735 -9265
Deerfield Shoppers Parking Rider
October 15, 2009
Exhibit A
[see separate attachment]
Deerfield Shoppers Parking Rider
October 15, 2009
Exhibit B
to Real Estate Sale Contract between Deerfield Shoppers Court, LLC as Purchaser and Village of
Deerfield as Seller pertaining to 636 -680 Deerfield Road, Deerfield Illinois
Permitted Exceptions to Title
Items agreed to by Purchaser pursuant to R.2(b)
Deerfield Shoppers Parking Rider 5
October 15, 2009