R-94-12RESOLUTION NO. R -94 -12
WHEREAS, the Village of Deerfield, an Illinois municipal
corporation (the "Village ") and Optima Deerfield Limited
Subpartnership, L.P. ( "Developer ") have heretofore entered into a
certain Development Agreement /Coromandel dated October 3, 1994
( "Development Agreement ") in connection with a certain zoning map
amendment and grant of special use approving a residential
development on premises formerly known as the "Sara Lee
Property "; and
WHEREAS, Section 10 of the Development Agreement provides
that Developer is to convey certain property to the Village in
exchange for conveyance by the Village of other property as
therein described to the Developer all of which is more fully set
forth in said Development Agreement; and
WHEREAS, attached to this resolution is an Agreement to
Exchange Property between the Village and Developer (the
"Exchange Agreement ") which implements the provisions of Section.
10 of the Development Agreement.
NOW, THEREFORE, be it resolved by the Mayor and Board of the
Village of Deerfield, Lake and Cook County, Illinois as follows:
SECTION That the Village President and the Village Clerk
ONE: be and are hereby directed to execute the Exchange
Agreement in substantially the form attached
hereto as Exhibit A.
SECTION That the Village President and the Village Clerk
TWO: be and are hereby directed to execute such other
documents as may be required to effectuate the
transaction described in the Exchange Agreement.
SECTION Upon the request of Developer the Village Clerk
THREE: shall furnish a certified copy of this Resolution.
SECTION This Resolution shall be in full force and effect
FOUR: from and after its adoption and passage in the
manner provided by law.
AYES: Ehlers, Heuberger, Rosenthal, Seidman, Swanson (5)
NAYS: None (0)
ABSENT: Swartz (1)
PASSED this 21st day of
APPROVED this 21st day
November A.D., 1994.
of Novemb A.D., 1994.
r
ILLAGE PRESIDENT
JKS \28267.1 11/22/94
Ul
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AGREEMENT TO EXCHANGE PROPERTY
This Agreement is dated this !P/ ST, day of Note ^Lft ,
1994, by and between the Village of Deerfield, a municipal
corporation ( "Village ") and Optima Deerfield Limited
Subpartnership, L.P. ( "Developer ").
R E C I T A L S
A. The Village and Developer have heretofore entered into a
certain "Development Agreement /Coromandel" dated October 3, 1994
(the "Development Agreement ").
B. Section 10 of the Development Agreement provides in
substance that Developer shall convey to the Village merchantable
title to the following parcel of property:
LOT 47 IN COROMANDEL RESUBDIVISION, OF PART OF THE SOUTH
1/2 OF, THE NORTHWEST 1/4 AND THE SOUTHWEST 1/4 OF SECTION
33, TOWNSHIP 43 NORTH, RANGE 12 EAST OF THE THIRD
PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF
RECORDED OCTOBER 14, 1994 AS DOCUMENT 3603333, IN LAKE
COUNTY, ILLINOIS.
(Hereinafter referred to as "Lot 47.11)
C. Section 10 of the Development Agreement further provides
in substance that in consideration thereof, the Village shall
simultaneously convey merchantable title to a certain parcel of
land generally located adjacent to the south end of the Coromandel
Resubdivision and which was conveyed by Document No. 2712086,
recorded August 17, 1988, and which is legally described as
follows:
[LEGAL DESCRIPTION SET FORTH ON EXHIBIT "C" HERETO]
1
(Hereinafter referred to as the "Village Parcel. ")
D. The Village and Developer now desire to effectuate the
provisions of Section 10 of the Development Agreement via an
exchange of parcels, all as provided in this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO, as follows:
SECTION 1: Village and Developer hereby agree to exchange Lot
47 for the Village Parcel, pursuant to Section 10 of the
Development Agreement.
SECTION 2: The parties shall observe the following procedure
with respect to the exchange:
A. Closing of the exchange shall take place on December 31,
1994, at the offices of the Village Attorney, at the offices of
Chicago Title Insurance Company, or such location as may be
directed by Developer's lender.
B. Village shall deliver to Developer a current Plat of
Survey of the Village Parcel at least ten (10) days prior to the
date of closing. A current Plat of Survey for Lot 47 has
previously been delivered to the Village.
C. Each party shall furnish to the other party a current
Title Commitment for an 'Owner's Title Insurance Policy issued by
Chicago Title Insurance Company in the following amounts: as to
the Village Parcel, $10,000; and as to Lot 47, $10,000; showing
title to each respective-parcel in the intended grantor thereof,
subject only to ( i ) the general exceptions contained in the policy;
(ii) the title exceptions pertaining to liens or encumbrances of a
definite or ascertainable amount which may be removed by the
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payment of money at closing; and (iii) the exceptions shown on
Exhibit A (as to Lot 47) and Exhibit B (as to the Village Parcel)
attached hereto. Each 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.
Each party shall furnish to the other party an Affidavit of Title
in customary form, covering the date of closing and showing title
in the respective grantor, subject only to the permitted exceptions
set forth hereinabove, and unpermitted exceptions in the title
disclosed by the survey, if any, as to which the title insurer
commits to extend insurance.
D. If a title commitment or a plat of survey discloses either
unpermitted exceptions or survey matters that render title to a
parcel unmarketable, the owner thereof shall have thirty (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 thirty -five (35) days after
delivery of the commitment or the date expressly specified in
Section 2A, whichever is- later. - -If . such--owner fails to have the
exceptions removed or to 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, the intended grantee may terminate this Agreement, thereby
extinguishing its obligation to convey under Paragraph 10 of the
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Development Agreement, or may elect, upon notice to such owner
within ten (10) days after the expiration of the thirty (30) day
period, to take title as it then is. If the intended grantee does
not so elect, this Agreement- and-the exchange obligation under
Paragraph 10 of the Development Agreement shall become null and
void without further action of the parties.
SECTION 3:
A. As the Village Parcel is exempt from real property taxes,
no reproration of property taxes is required as to the Village
Parcel.
B. As to Lot 47, upon conveyance to the Village, the Village
shall promptly take all action necessary to cause Lot 47 to be
recognized by the County of Lake as exempt from real property
taxation. Developer agrees to promptly pay all 1994 property taxes
due and owing on Lot 47. Within thirty (30) days after payment,
Developer shall deliver to the Village evidence of the payment of
such taxes.
SECTION 4: The deed from Developer to Village shall be a
recordable trustee's deed. At closing, Developer shall deliver a
partial release from its mortgagee of the mortgage covering Lot 47.
The deed from Village shall be a recordable warranty deed to NBD
Bank, as Trustee under Trust Agreement dated August 1, 1994, and
known as Trust No. 4894 -HP, together with evidence of authorization
by the governing body of the Village.
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The parties shall deliver such other transfer declarations,
certificates, resolutions or affidavits as may be reasonably
requested in order to effectuate the closing.
SECTION 5:-- There are no cash payments to be made by either
party to this transaction. Each party shall pay title charges
relating to the property which it is conveying. Each party shall
pay customary recording charges.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals as of the date and year first written above.
ATTEST:
VILLAGE OF DEERFIELD
a municipal corporation
BY:
OPTIMA DEERFIELD LIMITED
SUBPARTNERSHIP, L.P.
By: OPTIMA DEERFIELD HOLDINGS, L.P.
Its General Partner
By: OPTIMA DEERFIELD, INC.
Its General Partner
By: bA4 - •�
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DAVID C. HOVEY
President
optisa \Deer
EXHIBITS "A" AND "B"
Exceptions as shown in Paragraph D of the
Escrow Agreement between the parties hereto.
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EXHIBIT "Co
THAT PART OF THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP
43 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL
MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE
NORTHWEST CORNER OF SAID SOUTHWEST 1/4; THENCE NORTH 89
DEGREES 58 MINUTES 55 SECONDS EAST, 504.01 FEET ALONG
THE NORTH LINE OF SAID SOUTHWEST 1/4 TO A POINT ON THE
NORTHEASTERLY RIGHT OF WAY LINE OF THE CHICAGO,
MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE SOUTH
25 DEGREES 15 MINUTES 59 SECONDS EAST, 669.26 FEET
ALONG SAID NORTHEASTERLY RIGHT OF WAY TO A POINT ON THB
NORTH RIGHT OF WAY LINE OF KATE ROAD; THENCE NORTH 89 '
DEGREES 58 MINUTES 55 SECONDS EAST, 342.88 FEET ALONG
SAID NORTH RIGHT OF WAY LINE TO THE POINT OF BEGINNING;
THENCE NORTH 00 DEGREES 01 MINUTES 05 SECONDS WEST,
76.25' FEET; THENCE NORTH 89 DEGREES 58 MINUTES 55
SECONDS EAST, 489.95 FEET; THENCE SOUTH 00 DEGREES Ol
MINUTES OS SECONDS EAST, 56.25 FEET; THENCE SOUTH 45
DEGREES 01 MINUTES 05 SECONDS EAST, 28.28 FEET TO A
POINT ON THE NORTH RIGHT OF WAY OF KATES ROAD; THENCE
SOUTH 89 DEGREES 58 MINUTES 55 SECONDS WEST, 509.95
FEET ALONG AFORESAID RIGHT OF WAY LINE TO THE POINT OF
BEGINNING, IN LAKE COUNTY, ILLINOIS.