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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 i J 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 - 2 - n 0 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 - 3 - If 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. -. 4 - 0 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 - •� - 5 - DAVID C. HOVEY President optisa \Deer EXHIBITS "A" AND "B" Exceptions as shown in Paragraph D of the Escrow Agreement between the parties hereto. 0--�%' -) 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.