CITY COUNCIL 2015/02/02 Agenda
THE CITY OF LAKE FOREST
CITY COUNCIL AGENDA
Monday, February 2, 2015 at 6:30 pm
City Hall Council Chambers
Honorable Mayor, Donald Schoenheider
Catherine Waldeck, Alderman First Ward Stanford Tack, Alderman Third Ward
Prudence R. Beidler, Alderman First Ward Jack Reisenberg, Alderman Third Ward
David Moore, Alderman Second Ward Michael Adelman, Alderman Fourth Ward
George Pandaleon, Alderman Second Ward Michelle Moreno, Alderman Fourth Ward
CALL TO ORDER AND ROLL CALL 6:30 p.m.
PLEDGE OF ALLEGIANCE
REPORTS OF CITY OFFICERS
1. COMMENTS BY MAYOR
A. Resolution of Appreciation for Robert Henderson
A copy can be found beginning on page 8.
COUNCIL ACTION: Approve the Resolution
B. Swear in Police Officer William Wright
2. COMMENTS BY CITY MANAGER
A. Middlefork Savannah Award
-Mike Rummel and Ann Maine, Lake County Board Representatives
B. Electric Aggregation Update
-Carina Walters, Assistant City Manager
3. COMMENTS BY COUNCIL MEMBERS .
A. Property and Public Land Committee
1. Purchase of Real Estate from Lake Forest College relating to
the Central Business District (CBD) Train Station Parking
PRESENTED BY: Alderman Reisenberg, Chairman of the PPL Committee and
Staff Contact Carina Walters, Assistant City Manager (810-3680)
PURPOSE AND ACTION REQUESTED: The Property and Public Land Committee (PPL)
recommends the purchase of portions of the CBD train station parking lots owned by
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February 2, 2015 City Council Agenda
Lake Forest College. A copy of the attached map on page 9 highlights the portions of
the lots #155, #156, #157 to be purchased.
BACKGROUND/DISCUSSION: The City of Lake Forest, Lake Forest College and Union
Pacific each own a portion of the Union Pacific North Lot, Union Pacific South Lot, North
Shore Lot and McKinley Parking Lots. These lots are depicted in the attached map. As
you can see there is a very unusual ownership pattern of the parking lots.
In 1992 The City of Lake Forest entered into a lease agreement with Lake Forest College
for those spaces owned by the College that the City uses for commuter parking spaces.
The agreement stated the City would pay the College a portion of the revenues
collected from parking fees. In 2007 the lease expired.
In 2010 the College approached the City to begin discussions regarding the potential
renegotiation of the lease; however, discussions were put on hold by the College. In 2011
the discussions resumed; however, due to the unclear ownership of parcels both parties
agreed to complete an ALTA Survey in order to identify the property boundaries and
then to complete an appraisal.
Between 2013 and 2014 the City solidified a contract with Zip Cars, applied for a CMAP
grant to install a bike shelter and within the last eight months, the City received a $1
million dollar grant to separate the bike path from vehicular traffic at the East Train
Station. Within the next several months a tremendous amount of work is scheduled to
occur at the CBD Train Station property, including on land owned by the College.
In May the City received an appraisal from RECI who completed the assessment on
behalf of the College indicating the property was worth $2,040,000. The City owns
approximately 147 parking spaces, Lake Forest College owns approximately 116 spaces
and the Union Pacific owns approximately 191 parking spaces. Considering the current
use of the property as parking lot, City staff had Michael Sullivan, an appraiser, with
whom the City has established a strong relationship, complete an independent review of
the appraisal.
Michael Sullivan reported that his findings came in well below the RECI appraisal price
due to his differing Highest & Best Use conclusion. RECI indicated that the Highest and
Best use would be Commercial Retail. In Michael’s opinion, as the parcels are not
adjoining, there would be great difficulty developing as Commercial Retail.
Consequently, an adjustment would be needed to account for the fact that the property
cannot be realistically developed with an alternate commercial use. He supported this
adjustment with an Income Analysis. The total value after adjustments is $1,535,000 or
$22.37 per square foot; a difference of $475,000. It was the opinion of Lake Forest
College that the appraisers had different approaches and could potentially sell the lots
to a management company to lease the parking spaces on its property.
The proceeds of the sale of the lots would go towards a Lake Forest College capital
project. Based on several discussions and negotiations with the College, the PPL is
recommending the purchase of portions of the parking lots #155, #156, and #157 owned
by the College. A copy of the contact is on page 10.
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February 2, 2015 City Council Agenda
BUDGET/FISCAL IMPACT: The purchase price was negotiated to $1,787,500 or the mid-
point between the two appraisals identified above and the payoff breakdown is as
follows:
Purchase Price: $1,787,500
From Paid Parking Fund (at closing) $957,420
Pay to Seller (July 2015) $173,360
Pay to Seller (July 2016) $173,360
Johnson Science Building Permit fee* $310,000
Pay to Seller (July 2017)* $173,360
*Estimated figure based on final calculation made at time of building permit submittal
and “True-Up” of balance to be paid
COUNCIL ACTION: Approval of the Purchase of Real Estate from Lake Forest College
relating to the Central Business District (CBD) Train Station Parking
B. Public Works Committee
1. Consideration and Approval to accelerate funding for the
Emerald Ash Borer Program and Approval to Continue Existing
Contracts for Additional FY 15 Ash Tree and Stump Removals
Alderman Catherine Waldeck, Chairman of the Public Works Committee and
Chuck Myers, Superintendent of Parks, Cemetery & Forestry (847.810.3565)
PURPOSE AND ACTION REQUESTED The Forestry section has expended its FY 15 funding of
$200,000 for the removal of over 800 infested ash trees, leaving an additional 1,263 ash
trees identified for removal. Due to the unmitigated number of trees still standing, the
Forestry section is requesting an additional $160,000 be allocated from the Capital Fund
311 to the current FY 15 Capital Fund 311 for Emerald Ash Borer (EAB) removals. This
would allow the section to contract out an additional 725 trees while focusing its in-house
efforts on the remaining 538 ash trees. More importantly, the additional funding would
help to mitigate the threat that dead and dying ash trees pose to the community.
PROJECT REVIEW/RECOMMENDATIONS:
Reviewed Date Comments
Parks & Recreation Board 03/18/2014 Approved tree removal contract
City Council 04/07/2014 Approved tree removal contract
Public Works Committee 01/21/2015 Approved to accelerate funding
Parks & Recreation Board 01/27/2015 Approved to accelerate funding
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February 2, 2015 City Council Agenda
BACKGROUND/DISCUSSION: Discovered in Lake Forest in 2009, Emerald Ash Borer has
put every ash tree within the community at risk of infestation. When ash trees become
infested they become unhealthy and/or pose a threat to the public safety. Since the EAB
management program began in 2011, the City has removed 3,991 of the 7,227
inventoried ash trees from City facilities, parks and unimproved easements. In addition,
650 ash trees have been chemically treated to help mitigate the overall tree loss. Given
the dynamic nature of managing EAB, the Forestry staff believes that accelerating the
City’s removal efforts will be prudent in managing resources so as to provide for the
welfare of the community while upholding the fiscal responsibilities of the program.
BUDGET/FISCAL IMPACT: Funding for the annual tree and stump removal contract is
budgeted in the Capital Fund 311. Exhibited below are two options of the Capital Fund
311 relating to EAB. Exhibit 1 shows the accelerated version of Capital Fund 311 over the
next five years. Exhibit 2 shows the current projected budget for Capital Fund 311for the
same duration. Most notable is the City’s capacity to reduce the potential vulnerabilities
associated with EAB in a timelier and managed approach in addition to reducing the
overall capital expenses for EAB by $180,000.
Exhibit 1 – Modified (Accelerated) Plan
FY 15 FY 16 FY 17 FY 18 FY 19 FY 20 Total
Tree
Replacement $60,000 $100,000 $150,000 $150,000 $150,000 $610,000
EAB Removals $160,000 $190,000 $50,000 $50,000 $50,000 $50,000 $550,000
EAB
Treatments $40,000 $15,000 $25,000 0 0 $80,000
TOTAL $160,000 $290,000 $165,000 $225,000 $200,000 $200,000 $1,240,000
Exhibit 2 – Original Plan
FY 16 FY 17 FY 18 FY 19 FY 20 Total
Tree
Replacement $60,000 $100,000 $150,000 $150,000 $150,000 $610,000
EAB Removals $200,000 $200,000 $150,000 $50,000 $50,000 $650,000
EAB Treatments $40,000 $20,000 $40,000 $20,000 $40,000 $160,000
TOTAL $300,000 $320,000 $340,000 $220,000 $240,000 $1,420,000
On February 27, 2014, staff received five bids for the tree and stump removals for FY 15 as
detailed below. The Park Board and City Council approved the contracts with the three
lowest bidders.
Trees 6”-15.9”
Approx. 3,100 in. Trees 16”-29.9”
Approx. 1,600 in. Trees over 30”
Approx. 400 in.
Clean Cut Tree Service $12.40 $23.05 $39.40
Kinnucan Tree Experts $20.50 $23.00 $24.50
Lucas Landscaping and
Design
$19.50 $29.75 $35.00
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February 2, 2015 City Council Agenda
Tree’s R Us $18.99 $30.45 $37.00
Nels Johnson Tree Experts $20.50 $32.00 $37.00
*Prices are based on per inch of tree diameter to include stump removal and restoration
The contractors successfully completed the work that was scheduled for FY 15 and
expended the approved $200,000 from Capital Fund 311. Based on the successful results
of the FY 15 removals and the potential risk of the remaining 1,263 tagged trees, staff is
recommending the continuation of existing contracts with Clean Cut Tree Service,
Kinnucan Tree Experts and Lucas Landscaping and Design for additional FY 15 ash tree
and stump removals.
FY 15 Funding Source Amount
Budgeted
Amount
Requested
Budgeted?
Y/N
Capital Fund 311 $ 0* $ 160,000 N
* The $200,000 that was originally budgeted for FY 15 has been expended and the
$160,000 is in addition to the original amount.
COUNCIL ACTION: By motion, approve to authorize an additional $160,000 for the City’s
FY 15 accelerated EAB Eradication Program to be performed pursuant to the approved FY
15 tree removal contracts, which additional sums are germane to the original contracts
and are being authorized to advance the best interest of the City and its residents.
4. OPPORTUNITY FOR CITIZENS TO ADDRESS THE CITY COUNCIL ON NON-AGENDA
ITEMS
5. ITEMS FOR OMNIBUS VOTE CONSIDERATION
1. Approval of the January 20, 2015 City Council meeting Minutes
A copy of the minutes begins on page 30.
2. Check Register for December 27, 2014- January 23, 2015
Fund Invoice Payroll Total
General 637,618 1,071,408 1,709,026
Water & Sewer 93,306 117,682 210,988
Parks & Recreation 85,760 264,924 350,684
Capital Improvements 875,040 0 875,040
Motor Fuel Tax 0 0 0
Cemetery 20,175 17,074 37,248
Senior Resources 12,274 19,151 31,426
Deerpath Golf Course 6,533 47,886 54,419
Fleet 103,208 39,184 142,392
Debt Funds 0 0 0
Housing Trust 0 0 0
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February 2, 2015 City Council Agenda
Park & Public Land 0 0 0
All other Funds 1,086,054 144,992 1,231,047
$ 2,919,969 $ 1,722,302 $ 4,642,271
3. Resolution of Appreciation for Mark Ventling, Gorton Board Member
A copy of the Resolution can be found on page 37.
COUNCIL ACTION: Approve the Resolution.
4. Resolution of Sympathy for former Water Plant Operator, Fred Roscher
A copy of the Resolution can be found on page 38.
COUNCIL ACTION: Approve the Resolution.
5. Ratify a Letter of Understanding between the City of Lake Forest and School
Districts 67 and 115 in which the City of Lake Forest agrees to provide
qualified School Resource Officers to the High School and District 67 while
the school districts will absorb 67.79% (33.90% per district) of the cost of the
most senior SRO.
JAMES HELD, CHIEF OF POLICE (847) 810-3802
PURPOSE AND ACTION REQUESTED: Staff is requesting City Council Ratify a Letter of
Understanding between the City of Lake Forest and Lake Forest School Districts 67 and
115. A copy of the Contract for Services can be found beginning on page 39.
BACKGROUND/DISCUSSION: The Police Department provides a School Resource Officer
(SRO) on most days when school is in session. Both the High School SRO and the District 67
(primarily Middle School) SRO positions have been in place for a number of years and
work closely with district personnel. Last spring the City requested that the school district
absorb a portion of the costs for providing the officers. While the structure may vary, cost
splits between municipalities and school districts are very common.
BUDGET/FISCAL IMPACT: The fiscal agreement for the Letter of Understanding is as
follows:
Personnel Yearly Salary
Senior School Resource Officer $109,101
School District Portion (67.79%) $73,850
City of Lake Forest Portion $35,251
The school district and City payments may be offset by additional funding sources which
would minimize the actual amounts necessary from both entities.
COUNCIL ACTION: Ratify Contract for Services between The City of Lake Forest and
School Districts 67 and 115.
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February 2, 2015 City Council Agenda
COUNCIL ACTION: Approve the five (5) Omnibus items as presented.
6. ORDINANCES
7. NEW BUSINESS
8. ADDITIONAL ITEMS FOR COUNCIL DISCUSSION
9. ADJOURNMENT
Office of the City Manager January 28, 2015
The City of Lake Forest is subject to the requirements of the Americans with Disabilities
Act of 1990. Individuals with disabilities who plan to attend this meeting and who require
certain accommodations in order to allow them to observe and/or participate in this
meeting, or who have questions regarding the accessibility of the meeting or the
facilities, are required to contact City Manager Robert R. Kiely, Jr., at (847) 234-2600
promptly to allow the City to make reasonable accommodations for those persons.
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Lake Forest College Parking Lots
East Train
Depot
Lot
156
Lot
155
Lot
157
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CONTRACT OF SALE
between
LAKE FOREST COLLEGE
Seller,
and
CITY OF LAKE FOREST
Purchaser
Dated as of: January __, 2015
Property: Three (3) Parking Lots in Lake Forest, Illinois
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CONTRACT OF SALE
This CONTRACT OF SALE (“Agreement”), made as of the __ day of January, 2015
by and between Lake Forest College, an Illinois not-for-profit corporation, having an office at
555 N. Sheridan Road, Lake Forest, IL 60045 (“Seller”), and the City of Lake Forest, a
municipal corporation of Illinois, having an office at 222 E. Deerpath, Lake Forest, IL
60045(“Purchaser”).
In consideration of the mutual covenants and provisions herein contained, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby covenant and agree as follows:
1. Property. Seller hereby agrees to sell, and Purchaser hereby agrees to purchase,
upon the terms and conditions set forth in this Agreement, the property (the “Property”)
consisting of (a) all those certain plots, pieces or parcels of land located in the City of Lake
Forest, County of Lake, State of Illinois, more particularly described in Exhibit A hereto (the
“Land”), (b) all structures, facilities or improvements presently or hereafter located in or on the
Land (the “Improvements”), (c) all fixtures, systems, equipment and items of personal property
of Seller attached or appurtenant to, located on or used in connection with the ownership, use,
operation or maintenance of the Land or the Improvements, if any (collectively, the “Personal
Property”), (d) all right, title and interest, if any, of Seller in and to the land lying in the bed of
any street or highway in front of or adjoining the Land to the center line thereof, (e) all right, title
and interest, if any, of Seller to any unpaid award for (1) any taking by condemnation or (2) any
damage to the Land or the Improvements by reason of a change of grade of any street or
highway, and (f) all easements, licenses, rights and appurtenances relating to any of the
foregoing. The Property consists of a portion of the surface parking lot serving the Metra train
station located in downtown Lake Forest and has been used as a parking lot for the adjacent train
station for decades. Purchaser has been in possession of the Property including the period of
time since 1992 pursuant to the terms of a Lease Agreement dated December 4, 1992 between
Purchaser, as tenant, and Seller, as landlord (the “Lease”). Seller and Purchaser entered into the
Lease after Purchaser notified Seller of Seller’s ownership interest in the Land. The Lease
expired as of December 31, 2007, and Purchaser has continued to retain possession of the
Property pursuant to the consent of Seller on the basis of an oral month-to-month lease (“Month-
to-Month Lease”). Seller agrees to waive any claim with respect to the Lease, Month-to-Month
Lease and/or Purchaser’s continued possession of the Property, including any claims for payment
of rent (“Lease Claims”); provided that such waiver is conditioned upon, and only shall be
effective from and after, Closing taking place and Seller’s conveyance of fee simple ownership
of the Property to Purchaser and Purchaser’s payment of the purchase price under Section 2(b)
and delivery of the Note (defined herein) executed by Purchaser. Notwithstanding the foregoing,
in the event the Closing contemplated by this Agreement does not occur the Seller’s aggregate
Lease Claims shall not exceed the sum of $33,733.27 plus a monthly sum of $1,900.00 from
January 1, 2015 prorated to the date of termination of this Agreement.
2. Purchase Price; Escrow.
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(a) The purchase price for the Property is One Million Seven Hundred Eighty-
Seven Thousand Five Hundred Dollars ($1,787,500) (the “Purchase Price”).
(b) The Purchase Price shall be payable at the Closing (as hereinafter
defined), in an amount equal to the Purchase Price, subject to adjustment or withholding
pursuant to the terms of this Agreement which shall be deposited with Chicago Title
Insurance Company (“Escrow Agent”) as follows: (i) the sum of $957,420 plus or
minus prorations in cash and (ii) the balance of the Purchase Price in the form of the note
attached hereto as Exhibit B from Purchaser to Seller (“Note”). The Note shall provide
for the balance of the Purchase Price to be paid to Seller as follows: the sum of
$173,360.00 on or before July 1, 2015, the sum of $173,360 on or before July 1, 2016
with the balance due on or before July 1, 2017, less any amounts waived by Purchaser in
respect to permit fees due Purchaser related to Seller’s proposed renovation and
expansion of the Johnson Science Center Building (estimated permit fees of $310,000).
(c) (i) Prior to the Closing Date, but subject to the provisions of this
Agreement, the Purchaser and Seller through their respective attorneys shall establish a
deed and money escrow with the Escrow Agent (“Escrow”) for the consummation of the
sale of the Property to Purchaser or its designee, pursuant to the terms of an Escrow
mutually acceptable to the parties and consistent with the terms of this Agreement.
Provided that all conditions to Closing set forth in this Agreement have been satisfied or,
as to any condition not satisfied, waived by the party intended to be benefitted thereby,
on the Closing Date, Escrow Agent shall conduct the Closing by recording or distributing
the following documents and funds in the following manner:
(1) record the Deed (as hereinafter defined) in the official
records of the county in which the Land is located;
(2) deliver to Purchaser all documents that are required to be
delivered by Seller to Purchaser pursuant to Section 5(a) hereof; and
(3) deliver to Seller (1) all documents that are required to be
delivered by Purchaser to Seller pursuant to Section 5(b) hereof, and (2)
the Purchase Price and such other funds, if any, as may be due to Seller by
reason of credits under this Agreement, less all items chargeable to Seller
under this Agreement.
3. Time and Placing of Closing. The closing of the transactions contemplated
hereby (the “Closing”) shall take place at 10:00 A.M. on or before ten (10) days after the
expiration of the Due Diligence Period as may be extended (as defined in Section 4(a) hereof)
(the “Closing Date”) at the offices of Chicago Title Insurance Company (“Title Company”) or at
such other time or such other place as the parties hereto shall mutually agree.
4. Diligence; Title.
(a) From and after the date hereof through March 2, 2015 (the “Purchaser’s
Decision Date”; such period being hereinafter referred to as the “Due Diligence
Period”), Purchaser shall have the right, at reasonable times and on reasonable prior
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notice to Seller to enter upon the Property to conduct such inspections, investigations,
tests and studies as Purchaser shall deem necessary, including, without limitation,
environmental site assessments, engineering tests and studies, physical examinations of
the Property, due diligence investigations and feasibility studies and to obtain Lake
Forest City Council approval of this Agreement. Seller acknowledges and agrees that
none of Purchaser or any affiliate or agent of Purchaser shall incur any liability to Seller
as a result of the performance of any inspection or investigation pursuant to this
Section 4; provided, however, that Purchaser shall indemnify, defend and hold harmless
Seller from any and all damage to property or physical injury to persons resulting from
Purchaser’s negligence in performing such inspection; and provided, further, however,
that this indemnity shall not extend to and in no event shall Purchaser be liable to Seller
for any negligence or misconduct of Seller or any agent, contractor, or employee of
Seller. This indemnification shall survive the Closing or the termination of this
Agreement. In addition, Purchaser shall require that any contractors or consultants
performing due diligence activities on the Property on Purchaser’s behalf (i) shall
indemnify Seller to the same extent that Purchaser is indemnified under Purchaser’s
contract with such contractor or consultant and (ii) shall include Seller as an additional
insured under such contractor’s or consultant’s liability insurance. Purchaser shall cause
such contractors or consultant to deliver certificates of insurance that include Seller as an
additional insured prior to their entry onto the Property. Purchaser shall have the option
to extend the Due Diligence Period for one additional thirty (30) day period upon notice
thereof to Seller or Seller’s attorney on or before expiration of the initial Due Diligence
Period.
(b) Purchaser may for any reason in its sole and absolute discretion elect to
terminate this Agreement by notice to Seller given on or before two (2) business days
after Purchaser’s Decision Date as may be extended. If Purchaser shall elect to terminate
this Agreement pursuant to this Section 4(b), the parties hereto shall have no further
obligations under this Agreement, except as shall expressly survive the termination
hereof.
(c) (i) Seller shall deliver to Purchaser’s attorney a current report of title,
together with readable copies of all documents referred to therein, from the Title
Company (the "Title Commitment"), within five (5) business days hereof (the "Title
Delivery Date"). Seller agrees to cause the Title Company to furnish directly to
Purchaser’s attorney a copy of any updates to the Title Commitment, together with
readable copies of all documents referred to therein, or the Survey.
(i) Seller agrees to convey the Property, and Purchaser agrees to
purchase the same, free and clear of all liens and encumbrances other than the
matters set forth on Exhibit C hereto and any other liens and encumbrances
accepted or deemed accepted by Purchaser hereunder (the “Permitted Title
Exceptions”). To the extent any of the Permitted Title Exceptions are not of
record or, although of record, are no longer binding against the owner of the
Property, nothing contained herein shall operate or be construed to be a
recognition by Purchaser of the validity or binding effect of any such Permitted
Title Exception.
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(d) Purchaser shall notify Seller in writing of any exceptions to title shown on
the Title Commitment or the Survey as defined in Section 5(a)(iv) hereof or any updates
thereof which do not constitute Permitted Title Exceptions within ten (10) days after
receipt of both the Title Commitment, documents of record and Survey or any update
thereof. Any items not objected to by Purchaser shall be deemed a Permitted Exception.
As to such exceptions other than Permitted Title Exceptions, within five (5) business days
following such notice from Purchaser (the “Title Cure Deadline”), Seller shall endeavor
to have the exceptions removed from the Title Commitment or to correct such survey
defects (or issue the required endorsements) or to have the title insurer commit to insure
against loss or damage that may be occasioned by such exceptions or survey defects in a
manner reasonably acceptable to Purchaser. If Seller fails to have the exceptions
removed or correct any survey defects (or issue the required endorsements), or in the
alternative, to obtain the commitment for title insurance specified above as to such
exceptions or survey defects prior to the Title Cure Deadline, Purchaser may terminate
this Agreement upon notice to Seller delivered within five (5) business days following
the Title Cure Deadline; or Purchaser may elect, upon notice to Seller within such five (5)
business 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 Agreement shall remain in full force and effect. Notwithstanding anything
in this Agreement to the contrary, and subject to Purchaser’s right to deduct from the
Purchase Price the amount of liens or encumbrances of a definite or ascertainable
amount, Purchaser acknowledges and agrees that Purchaser’s sole remedy in the event of
any title or survey defects, including the unavailability of endorsements described above,
shall be Purchaser’s right to terminate this Agreement, in which case Seller shall have no
further liability hereunder; provided, however, the foregoing shall not apply to any title or
survey defects which are the result of the intentional action of Seller.
5. Conditions to Closing.
(a) Purchaser’s Conditions. Purchaser’s obligation to pay the Purchase
Price and to accept title to the Property shall be subject to compliance by Seller with the
following conditions precedent on and as of the Closing Date:
(i) Possession of the Property shall be delivered to Purchaser free and
clear of all tenancies and other occupancies.
(ii) Seller shall deliver to Purchaser on or before the Closing Date the
following, each of which shall be in form and substance satisfactory to Purchaser:
(1) a special warranty deed (the “Deed”) in proper statutory
form for recording, duly executed and acknowledged by Seller and with
all required documentary and transfer tax stamps affixed, sufficient to
convey to Purchaser fee simple title to the Property free of all liens and
encumbrances other than the Permitted Title Exceptions;
(2) a quit claim bill of sale, in customary form (the “Bill of
Sale”), duly executed and acknowledged by Seller, sufficient to convey to
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Purchaser good and indefeasible title, free of all liens, encumbrances and
security interests, in and to the Personal Property, if any;
(3) an ALTA Statement and Gap undertaking and such other
affidavits as are customarily required by the Title Company in connection
with the conveyance of the Property;
(4) a certificate of a duly authorized officer of Seller or of its
managing constituent to the effect that the representations and warranties
of Seller set forth in this Agreement are true and complete on and as of the
Closing Date;
(5) a certificate of the appropriate officer of Seller or of its
managing constituent, dated the Closing Date, to the effect that (A) Seller
is a not-for-profit corporation that has been duly organized and is validly
existing in good standing under the laws of the State of Illinois, and is
authorized to do business and to own real property in the state in which the
Property is located, (B) Seller has all requisite power and authority to
perform the terms of this Agreement, (C) this Agreement (and all
documents to be executed and delivered pursuant hereto (the “Other
Documents”)) have been duly authorized, executed and delivered by
Seller pursuant to all necessary resolutions or consents of the appropriate
governing body of Seller, true and complete copies of which shall be
attached to said certificate, and said consents remain in full force and
effect, (D) appearing on said certificate are the true signatures of all
persons who have executed this Agreement and the Other Documents on
behalf of Seller and (E) the executing persons are fully authorized to act
on behalf of Seller or its constituent partners or members, as applicable;
(6) the Foreign Investment in Real Property Tax Act affidavit
in customary form;
(iii) Purchaser shall receive from Chicago Title Insurance Company or
any other company approved by Purchaser (the “Title Company”), a 2006
current ALTA Type B owner’s policy of title insurance, in an amount equal to the
Purchase Price, dated, or updated to, the Closing Date, insuring, or committing to
insure, Purchaser’s good and marketable title in fee simple to the Property subject
only to the Permitted Title Exceptions and with all standard printed exceptions
waived, and, at Purchaser’s option and at Purchaser’s cost, to contain affirmative
endorsements insuring Purchaser for (i) comprehensive, (ii) tax lot, (iii) survey,
(iv) access, and (v) and such other affirmative insurance desired by Purchaser,
acting reasonably. Seller shall on the Closing Date pay to the Title Company the
premium payable to the Title Company in respect of said title insurance policy
including the costs of extended coverage and any endorsements providing
affirmative insurance over title exceptions that are not Permitted Title Exceptions
which Seller has agreed to cure under Section 4(d).
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(iv) Seller has previously delivered to Purchaser an unsigned Plat of
Survey dated November 28, 2011 prepared by James Anderson Company, Inc.
(“Seller’s Existing Survey”). Purchaser may elect to use Seller’s Existing
Survey, in which event Seller agrees to deliver a “no change” affidavit, or to
order, at Purchaser’s cost, a currently dated as-built ALTA survey of the Property
(“Survey”), prepared and certified to Purchaser and the Title Company by a
certified or registered surveyor approved by Purchaser in accordance with 2011
minimum detail requirements for ALTA/ACSM land title surveys with the
following Table A items: 1, 2, 3, 4, 6(b), 7(a, b1, b2, c) 8, 9, 11(b), 13, 14, 16, 17,
18 and 19. Such survey shall: (1) be in form and substance satisfactory to
Purchaser and the Title Company; (2) show the Improvements, the location of all
easements, rights of way, sewer and water lines, building lines and
encroachments, the location of all required building set-back lines and other
dimensional regulations and any wetlands; and (3) show the location of all
abutting or adjoining streets, alleys, curb cuts and the like. Purchaser shall
receive a credit at Closing for 50% of the cost of the Survey with Seller’s prorata
share not to exceed $2,400.
(v) The representations and warranties contained in this Agreement
shall be true and complete as of the Closing Date and Seller shall be in full
compliance with the terms and provisions of this Agreement, in each case subject
only to exceptions permitted by this Agreement.
(b) Seller’s Conditions. Seller’s obligation to deliver title to the Property
shall be subject to compliance by Purchaser with the following conditions precedent on
and as of the Closing Date:
(i) Purchaser shall deliver the Purchase Price due pursuant to
Section 2(b) hereof subject to adjustment of such amount pursuant to Section 6
hereof.
(ii) Purchaser shall deliver the following:
(1) a certificate of a duly authorized officer of Purchaser or
Purchaser’s assignee to the effect that the warranties and representations
of Purchaser set forth in this Agreement are true and complete on and as of
the Closing Date;
(2) counterparts of the Other Documents as applicable, duly
executed and acknowledged by Seller, as and to the extent herein
provided.
(3) Conditions Generally. The foregoing conditions are for
the benefit only of the party for whom they are specified to be conditions
precedent and such party may, in its sole discretion, waive any or all of
such conditions and close title under this Agreement without any increase
in, abatement of or credit against the Purchase Price.
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6. Apportionment.
(a) There shall be no apportionment or proration of real estate taxes at the
Closing as the Property is exempt.
(i) Seller shall cooperate with Purchaser in the filing of any
documentation required to establish the Property continues to be exempt from
real estate taxes as of the Closing.
(b) The obligations of the parties hereto under this Section 6 shall survive the
Closing.
7. Seller’s Representations and Warranties.
(a) Seller represents and warrants to Purchaser as follows:
I. As to Seller’s Organization, Power and Authority.
(i) Seller is a not-for-profit corporation that has been duly organized
and is validly existing and in good standing under the laws of the State of Illinois
and is authorized to do business and to own real property in the state in which the
Property is located.
(ii) Seller has full power and right to enter into and perform its
obligations under this Agreement and the Other Documents, including, without
being limited to, conveying the Property as herein provided.
(iii) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby (1) have been duly
authorized by all necessary action on the part of Seller, (2) do not require any
governmental or other consent and (3) will not result in the breach of any
agreement, indenture or other instrument to which Seller is a party or is otherwise
bound.
(iv) There is no pending or, to the best of Seller’s knowledge,
threatened litigation, proceeding or investigation (by any person, governmental or
quasi-governmental agency or authority or otherwise) which might adversely
affect the ownership, use, occupancy, value, operation or title of the Property.
(v) Seller is a “non-foreign person” within the meaning of
Section 1445 of the United States Internal Revenue Code of 1986, as amended,
and the regulations issued thereunder.
(vi) The provisions of Section 902(d) of the Illinois Income Tax Act are not
applicable to the closing of the sale of the Property described herein.
II. As to the Property.
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(i) To Seller’s Knowledge, Seller has not received any written notices
that the Property is in violation of any applicable statute, law, regulation, rule,
ordinance, order or permit of any kind whatsoever affecting the Property or any
part thereof (“Applicable Laws”) or any Permitted Title Exception. As used
herein, “Seller’s Knowledge” means and refers to the actual knowledge, without
need of inquiry, of Stephen Schutt, Seller’s President, and David Siebert, Seller’s
Director of Facilities Management.
(ii) Seller has not generated, stored or disposed of any hazardous waste
on the Property, and to Seller’s Knowledge, Seller has not received any written
notices regarding any violation of any federal, state or local environmental law
applicable to the Property. The term “hazardous waste” shall mean “hazardous
waste”, “toxic substances” or other similar or related terms as defined or used
from time to time in the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C.
Section 6921, et seq.) and regulations adopted thereunder.
III. As to Leases, Contracts, Permits.
(i) Seller has not granted any occupancy rights (written or oral), leases
or tenancies presently affecting the Property except to Purchaser in connection
with the Lease which has expired and the Month-to-Month Lease.
(ii) Except for the Month-to-Month Lease, Seller has not entered into
any contracts (written or oral and whether or not of record) presently affecting the
Property.
(iii) Seller does not hold any certificates, licenses and permits from
governmental authorities in connection with the ownership, use, occupancy,
operation and maintenance of the Property.
(b) The representations and warranties contained herein shall survive the
Closing; provided, however, that those contained in Sections 7(a)(II) and (III) shall expire
on the three (3) month anniversary of the Closing; provided, however, that a claim for a
breach of any representation or warranty shall not be time-barred if written notice of such
claim is provided to Seller prior to such three (3) month anniversary and such claim is
introduced in a judicial proceeding commenced prior to the sixth (6th) month anniversary
of the Closing, whether or not it shall be resolved prior to such date.
(c) Disclaimer: Sale “As Is”. Purchaser acknowledges and agrees that,
except as set forth in Section 7 hereof, Seller has not made, and is not making any
representation, statement, warranty or promise to Purchaser about the Property, including
but not limited to, the physical aspects and condition of any portion of the Property, the
condition of the soil on the Property, the presence or absence of hazardous materials, the
feasibility, desirability, suitability, fitness or adaptability of any of the Property for any
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particular use, the availability of water, sewer, natural gas or other utilities, the
assessments, fees or charges that may be assessed by any district, taxing authority or
governmental or quasi-governmental entities, the value of the Property or the projected
income or expenses for the Property. Purchaser is purchasing the Property in an “as is”
and “where is” physical condition except as otherwise set forth herein.
8. Purchaser’s Representations and Warranties.
(a) Purchaser represents and warrants as follows:
(i) Purchaser is a municipal corporation of Illinois;
(ii) Purchaser has full power and right to enter into and perform its
obligations under this Agreement and the Other Documents contemplated herein
to be executed and delivered by it; and
(iii) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate acts and do not require any governmental or other
consent except as otherwise set forth herein.
(b) The representations and warranties set forth in this Section 8 shall survive
the Closing.
9. Interim Operations. Seller, during the term of this Agreement, will (1) not enter
into any contract which might become the obligation of Purchaser without Purchaser’s prior
written consent, (2) not create any lien or encumbrance upon or affecting title to the Property
except Permitted Title Exceptions, without Purchaser’s prior written consent, (3) not enter into
any leases for all or any portion of the Property without Purchaser’s prior consent, (4) not take
any action which will or would cause any of the representations or warranties in this Agreement
to become untrue or be violated, (5) promptly inform Purchaser in writing of any event adversely
affecting the ownership, use, occupancy, operation or maintenance of the Property, whether or
not insured against, of which Seller has received notice, and (6) not solicit, accept or provide
factual information or negotiate with respect to, any offer to purchase the Property from any
person or entity other than Purchaser.
10. Intentionally Deleted.
11. Indemnification. Each of Purchaser and Seller represents and warrants to the
other that it has not dealt with any broker or finder in connection with this sale. Seller and
Purchaser each covenant and agree to indemnify and hold harmless the other from and against
any and all costs, expenses, liabilities, claims, demands, suits, judgments and interest, including,
without being limited to, reasonable attorneys’ fees and disbursements, arising out of or in
connection with any claim by any other broker or agent with respect to this Agreement, the
negotiation of this Agreement or the transactions contemplated herein based upon the acts of the
indemnifying party. The provisions of this Section 11 shall survive the Closing.
12. Remedies.
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(a) Seller’s Default. If Seller shall default under any covenant or obligation
or breach any representation or warranty set forth herein (which default is not waived in
writing by Purchaser), then Purchaser shall have the right to exercise all of its legal and
equitable remedies, including, without limitation, specific performance and, either alone
or in conjunction with specific performance, the right to claim damages (including costs
of enforcement) for breach of contract or an offset against the Purchase Price. Without in
anyway limiting the generality of the foregoing, Purchaser also shall have the right to
claim direct damages after the Closing Date for a breach of any representation or
warranty.
(b) Purchaser’s Default. If Purchaser shall default under any covenant or
obligation set forth herein (which default is not waived in writing by Seller) and fail to
cure within thirty (30) days after notice from Seller specifying the default, then Seller
shall have the right to declare this Agreement terminated by written notice to Purchaser
and to pursue the Lease Claims in a total amount not to exceed $33,733.27 plus the
monthly sum of $1,900.00 from January 1, 2015 prorated to the date of termination of
this Agreement as Seller’s sole remedy.
13. Notices. All notices, demands or other communications given hereunder shall be
in writing and shall be deemed to have been duly delivered (i) upon the delivery (or refusal to
accept delivery) by messenger or overnight express delivery service (or, if such date is not on a
business day, on the business day next following such date), (ii) on the third (3rd) business day
next following the date of its mailing by certified mail, postage prepaid, at a post office
maintained by the United States Postal Service, (iii) upon the receipt by email transmission or
(iv) upon receipt by facsimile transmission as evidenced by a receipt transmission report
(followed by delivery by one of the other means identified in (i)-(ii)), addressed as follows:
if to Seller: Lake Forest College
555 N. Sheridan Road
Lake Forest, IL 60045
Attention: Steven Schutt
Facsimile:
Email: presiden@mx.lakeforest.edu
with a copy to: Drinker Biddle & Reath LLP
191 N. Wacker Drive., Suite 3700
Chicago, IL 60606
Attention: William L. Goldbeck
Facsimile: (312) 569-3225
Email: william.goldbeck@dbr.com
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if to Purchaser: City of Lake Forest
222 E. Deerpath Road
Lake Forest, IL 60045
Attention: Robert Kiely
Facsimile: (847) 615-4289
Email: kielyr@cityoflakeforest.com
with a copy to: O’Donnell Haddad LLC
14044 Petronella Drive, Suite 1
Libertyville, IL 600484
Attention: Deborah T. Haddad
Facsimile: (847) 367-2758
Email: dhaddad@haddadlawllc.com
Either party may, by notice given as aforesaid, change the address or addresses, or designate an
additional address or additional addresses, for its notices, provided, however, that no notice of a
change of address shall be effective until actual receipt of such notice.
14. Closing Costs. Seller shall pay (i) to the appropriate governmental authority all
documentary, stamp, intangible and other state and county transfer taxes and fees in connection
with the consummation of the transactions contemplated by this Agreement which are
customarily paid by Sellers, it being acknowledged by the parties that this transaction is exempt
from state and county transfer taxes, (ii) 50% of all escrow fees charged by the Title Company,
(iii) Seller’s legal fees, (iv) the cost of the title premium charged by the Title Company for the
Title Policy and for the extended coverage endorsement and other endorsements issued by the
Title Company as required pursuant to Section 5(a)(iii) of this Agreement and to the extent
requested by Seller to cure any title or survey objections which Seller agreed to cure or which
Seller is required to cure pursuant to Section 4(e) above. Purchaser shall pay (i) 50% of all
escrow fees charged by the Title Company, (ii) Purchaser’s legal fees, (iii) all recording fees in
connection with recording the Deed, (iv) all endorsements issued by the Title Company
requested by Purchaser other than those which Seller is obligated to pay for; and (v) to the extent
not waived by Purchaser, the cost of any inspections and cure of any violations and payment of
any fees in connection with issuance of any exemption stamp for the municipal transfer taxes.
15. Choice of Law. The interpretation, enforcement and performance of this
Agreement shall be governed by the laws of the state in which the Property is located applicable
to agreements made and to be performed wholly within such state.
16. Miscellaneous.
(a) This Agreement constitutes the entire agreement of the parties hereto and
may not be modified or canceled except pursuant to the terms hereof or an instrument in
writing signed by the parties hereto. The Exhibits annexed hereto are hereby
incorporated herein by reference as fully as though set forth herein.
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(b) In the event any dispute between the parties hereto results in litigation, the
prevailing party shall be reimbursed for all reasonable costs, including, but not limited to,
reasonable attorneys’ fees.
(c) The headings of the various Sections of this Agreement have been inserted
only for the purposes of convenience, are not part of this Agreement and shall not be
deemed in any manner to modify, explain, qualify or restrict any of the provisions of this
Agreement.
(d) This Agreement may be executed in any number of counterparts with the
same effect as if all parties hereto had executed the same document. All such
counterparts shall be construed together and shall constitute one instrument.
(e) This Agreement shall bind and inure to the benefit of the respective heirs,
executors, administrators, personal representatives, successors and assigns of the parties
hereto; provided, however, that neither party hereto shall assign this Agreement without
the prior written consent of the other party, which consent shall not be unreasonably
withheld. Any assignment not permitted hereunder and undertaken without such prior
written consent shall be deemed null and void.
(f) Each of Seller and Purchaser shall provide to the other such further
assurances as may reasonably be required hereunder to effectuate the purposes of this
Agreement and, without limiting the foregoing, shall execute and deliver such affidavits,
certificates and other instruments as may be so required hereunder so long as the same
shall not materially increase the liability of the party so executing and delivering said
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the day and year first above written.
SELLER
LAKE FOREST COLLEGE,
an Illinois not-for-profit corporation
By:
Name:
Title:
PURCHASER
THE CITY OF LAKE FOREST,
a municipal corporation of Illinois
By:
Name:
Title:
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EXHIBIT A
LEGAL DESCRIPTION OF LAND
LOT 155 (EXCEPT THAT PART DESCRIBED AS COMMENCING AT A POINT IN THE
NORTHERLY LINE OF SAID LOT, 45.74 FEET EASTERLY OF THE NORTHWESTERLY
CORNER OF SAID LOT; THENCE SOUTHERLY ALONG A CURVED LINE CONVEX EASTERLY
OF RADIUS OF 5703.50 FEET, 290.62 FEET TO A POINT IN THE SOUTHERLY LINE OF SAID
LOT DISTANT 56.5 FEET EASTERLY OF THE SOUTHWESTERLY CORNER OF SAID LOT;
THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 9.5 FEET TO THE
SOUTHEAST CORNER OF SAID LOT; THENCE NORTHERLY ALONG THE EASTERLY LINE
OF SAID LOT 290.4 FEET TO THE NORTHEAST CORNER OF SAID LOT; THENCE WESTERLY
ALONG THE NORTHERLY LINE OF SAID LOT, 20.26 FEET TO THE POINT OF BEGINNING);
LOT 156 (EXCEPT THAT PART DESCRIBED AS COMMENCING ON THE WESTERLY LINE OF
SAID LOT 156, 266 FEET SOUTHERLY OF THE NORTHWEST CORNER OF SAID LOT, THENCE
SOUTHERLY ON THE WESTERLY LINE OF SAID LOT 196 FEET; THENCE WESTERLY 33
FEET TO THE POINT OF BEGINNING) AND LOT 157 (EXCEPT THAT PART DESCRIBED AS
COMMENGING AT A POINT IN THE NORTHERLY LINE OF SAID LOT, 56.88 FEET EASTERLY
OF THE NORTHWESTERLY CORNER OF SAID LOT; THENCE SOUTHERLY ALONG A
CURVED LINE CONVEX EASTERLY, HAVING A RADIUS OF 5973.88 FEET A DISTANCE OF
425.74 FEET TO A POINT IN THE SOUTHERLY LINE OF SAID LOT DISTANT 41.69 FEET
EASTERLY OF THE SOUTHWESTERLY CORNER OF SAID LOT; THENCE EASTERLY ALONG
THE SOUTHERLY LINE OF SAID LOT 24.31 FEET TO THE SOUTHEASTERLY CORNER OF
SAID LOT; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID LOT 425.7 FEET TO
THE NORTHEAST CORNER OF SAID LOT; THENCE WESTERLY ALONG THE NORTHERLY
LINE OF 9.12 FEET TO THE POINT OF BEGINNING AND ALSO THAT PART OF AFORESAID
LOT 157 DESCRIBED AS COMMENCING AT A POINT 9.66 FEET WESTERLY OF THE
EASTERLY LINE OF SAID LOT AND 80 FEET SOUTHERLY OF THE NORTHERLY LINE OF
SAID LOT; THENCE WESTERLY PARALLEL TO THE NORTHERLY LINE OF SAID LOT, 40.34
FEET TO A POINT 16 FEET EASTERLY OF THE WESTERLY LINE OF SAID LOT; THENCE
SOUTHERLY PARALLEL TO THE WESTERLY LINE OF SAID LOT 160 FEET; THENCE
EASTERLY PARALLEL TO THE NORTHERLY LINE OF SAID LOT 36.06 FEET TO A POINT
13.94 FEET WESTERLY OF THE EASTERLY LINE OF SAID LOT; THENCE NORTHERLY
ALONG A CURVED LINE CONVEX EASTERLY HAVING A RADIUS OF 5973.88 FEET TO THE
POINT OF BEGINNING) IN ORIGINAL TOWN OF LAKE FOREST, BEING A SUBDIVISION IN
SECTIONS 27, 28, 33 AND 34, TOWNSHIP 44 NORTH, RANGE 12 AND THE NORTH HALF OF
SECTION 3, TOWNSHIP 43 NORTH, RANGE 12, EAST OF THE 3RD P.M., ACCORDING TO THE
PLAT THEREOF RECORDED JULY 23, 1857 IN BOOK “D” OF PLATS, PAGES 72 THRU 77, IN
LAKE COUNTY, ILLINOIS.
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EXHIBIT B
NOTE
PROMISSORY NOTE
Date: ________ __, 2015
FOR VALUE RECEIVED, the City of Lake Forest, a municipal corporation of Illinois (“Borrower”)
promises to pay to the order of Lake Forest College, an Illinois not-for-profit corporation ("Creditor") at 555
N. Sheridan Road, Lake Forest, Illinois 60045, or at such other place as Creditor may designate in writing
from time to time, the principal sum of Eight Hundred Thirty Thousand Eighty 00/100 Dollars ($830,080)
subject to adjustment as set forth herein, as provided by the terms of this Installment Note (“Note”).
Periodic payments shall be made as follows: The principal sum of $173,360 on or before July 1,
2015. The principal sum of $173,360 on or before July 1, 2016. The balance shall be payable on or
before July 1, 2017. Any sums waived by Borrower and otherwise due and payable by Creditor in
connection with permit and related fees in connection with the Johnson Science Building shall be deemed
to immediately reduce the next principal amounts due and payable by Borrower under this Note.
Upon Default or Maturity, (1) this Note shall become immediately due and payable; and (2) the
Borrower shall pay all expenses of the Creditor, including attorneys' fees, expenses and court costs
incurred in connection with the collection of this Note.
The Borrower does hereby waive presentment, demand, notice of dishonor, protest, and all other
notices whatsoever, except notices which by law may not be waived and agrees that the Creditor may,
from time to time, extend this Note for any period (whether or not longer than the original period of the
Note) and grant any releases, compromises, extensions, or indulgences with respect to this Note, all
without notice to or consent of the Borrower and without affecting any liabilities of the Borrower under this
Note.
No delay or omission on the part of the Creditor in exercising any right, power or remedy
hereunder shall operate as a waiver of such right, power or remedy or of any other right under this Note.
A waiver on any one occasion shall not be construed as a bar to or waiver of any such right, power or
remedy on any future occasion.
This Note shall be binding upon the Borrower and its successors and assigns.
The following events, occurrences or acts shall each constitute a default (“Default”) under this
Note: (i) failure by the Borrower to make any timely payment of any amount due hereunder and notice
from Creditor to Borrower and failure by Borrower to pay such amounts within thirty (30) days after notice
thereof; (ii) the execution of an assignment for the benefit of creditors by the Borrower, or the filing or
commencement of any proceedings for relief under the Bankruptcy Code or insolvency laws or any laws
relating to the relief of debtors, readjustment of any indebtedness, reorganization, composition, extension
of debts, the appointment of a receiver or a trustee for the Borrower; and (iii) the dissolution of the
Borrower; whether by voluntary or involuntary action.
Borrower represents to Creditor that to the best of Borrower’s knowledge neither Borrower nor any
affiliate of Borrower (an “Affiliate”) is identified in any list of known or suspected terrorist published by any
United States government agency (collectively, as such lists may be amended or supplemented from time
to time, referred to as the “Blocked Persons Lists”) including, without limitation, (a) the annex to Executive
Order 13224 issued on September 23, 2001, and (b) the Specially Designated Nationals List published by
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the Office of Foreign Assets Control. Borrower covenants to Creditor that if it becomes aware that
Borrower or any Affiliate is identified on any Blocked Persons List, Borrower shall immediately notify
Creditor in writing of such information. Borrower further agrees that in the event Borrower or any Affiliate
is at any time identified on any Blocked Persons List, such event shall be an Event of Default, and shall
entitle Creditor to exercise any and all remedies provided in this Note or otherwise permitted by law. In
addition, Creditor may immediately contact the Office of Foreign Assets Control and any other
government agency Creditor deems appropriate in order to comply with its obligations under any law,
regulation, order or decree regulating or relating to terrorism and international money laundering. Upon
the occurrence of such Event of Default, Creditor will forbear enforcement of its rights and remedies
during such time as (1) the person identified in a Blocked Persons List is contesting in good faith by
appropriate legal proceedings such person’s inclusion in a Blocked Persons List and (2) Creditor
determines, in its sole and absolute discretion, that such forbearance will not adversely impact the ability
of any person to perform such person’s obligations under or with respect to this Note.
TO INDUCE CREDITOR TO ACCEPT THIS NOTE, THE BORROWER, IRREVOCABLY,
AGREES THAT, SUBJECT TO CREDITOR'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR
PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED
TO THIS NOTE SHALL BE LITIGATED IN COURTS HAVING SITUS IN THE COUNTY OF LAKE,
STATE OF ILLINOIS. THE BORROWER HEREBY CONSENTS AND SUBMITS TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID COUNTY
AND STATE. THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR
CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST BORROWER BY CREDITOR IN
ACCORDANCE WITH THIS PARAGRAPH.
THE BORROWER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH
THIS NOTE, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR (II) ARISING FROM
ANY D ISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS NOTE OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH, AND AGREES THAT ANY SUCH ACTION
OR PROCEEDINGS SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. NO
REPRESENTATIVE OF THE CREDITOR HAS THE AUTHORITY TO WAIVE, CONDITION, OR
MODIFY THIS PROVISION.
This Note has been made, executed and delivered to the Creditor in the locality stated below, in
the State of Illinois and shall be construed in accordance with the laws of the State of Illinois. Wherever
possible, each provision of this Note shall be interpreted in such manner as to be effective and valid
under applicable law. If any provisions of this Note are prohibited by or determined to be invalid under
applicable law, such provisions shall be ineffective to the extent of such provisions or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of this Note.
This Note and all other written documents issued in conjunction therewith contain the entire
Agreement between the parties and supersede all oral statements and prior writings with respect thereto.
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Executed in Lake Forest, Illinois.
The City of Lake Forest,
a municipal corporation of Illinois
By: ______________________________________
Name: ___________________________________
Title: _____________________________________
Address of Borrower for notice purposes:
220 E. Deerpath
Lake Forest, IL 60045
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EXHIBIT C
PERMITTED TITLE EXCEPTIONS
1. ACTS OF PURCHASER.
2. COVENANTS, CONDITIONS AND RESTRICTIONS, (BUT OMITTING ANY SUCH
COVENANT OR RESTRICTION BASED ON RACE, COLOR, RELIGION, SEX,
HANDICAP, FAMILIAL STATUS OR NATIONAL ORIGIN UNLESS AND ONLY
TO THE EXTENT THAT SAID COVENANT (A) IS EXEMPT UNDER CHAPTER 42,
SECTION 3607 OF THE UNITED STATES CODE OR (B) RELATES TO HANDICAP
BUT DOES NOT DISCRIMINATE AGAINST HANDICAPPED PERSONS),
CONTAINED IN THE DEED FROM THE TRUSTEES OF LAKE FOREST
ASSOCIATION TO THE TRUSTEES OF LIND UNIVERSITY, DATED NOVEMBER
8, 1859 AND RECORDED JANUARY 5, 1860, IN BOOK 30 OF DEEDS, PAGE 411,
IN LAKE COUNTY, ILLINOIS.
3. CONDITION CONTAINED IN THE DEED FROM LAKE FOREST UNIVERSITY, A
CORPORATION OF ILLINOIS, TO CHICAGO AND NORTHWESTERN RAILWAY,
A CORPORATION OF ILLINOIS, DATED JUNE 20, 1907 AND RECORDED
SEPTEMBER 3, 1907 AS DOCUMENT 113637, SO MUCH OF THE WESTERLY
PORTION OF LOT 156 AS IS "NOW" OCCUPIED BY THE EASTERLY PORTION
OF THE RAILROAD STATION OF THE CHICAGO AND NORTHWESTERN
RAILROAD COMPANY AND THE PLATFORMS AND APPROACHES TO SAID
STATION IN THE CITY OF LAKE FOREST, THE SAME TO BE USED FOR SUCH
RAILROAD PURPOSES AND NO OTHER PURPOSES AND SHOULD THE SAME
CEASE AT ANY TIME TO BE SO USED FOR SUCH PURPOSES, THE SAME
SHALL REVERT TO THE GRANTOR HEREIN.
4. RIGHTS OF THE CHICAGO AND NORTHWESTERN RAILWAY IN AND TO SO
MUCH OF THE LAND HEREIN THAT IS BEING USED FOR RAILROAD OR
RELATED PURPOSES ACQUIRED BY THE DEED NOTED HEREIN RECORDED
AS DOCUMENT 113637, AND OF ALL PERSONS CLAIMING THEREUNDER.
5. RIGHT OF ILLINOIS BELL TELEPHONE COMPANY, ITS SUCCESSORS AND
ASSIGNS, TO CONSTRUCT AND MAINTAIN ITS EQUIPMENT UPON, UNDER
AND ALONG PUBLIC HIGHWAYS ADJOINING LAKE FOREST ACADEMY AND
GRANT AND PERMISSION TO PLACE BURIED CABLE BETWEEN VARIOUS
BUILDINGS AND IN THESE SAME BUILDINGS OF THE LAKE FOREST
ACADEMY AS GRANTED BY INSTRUMENT RECORDED NOVEMBER 18, 1940
AS DOCUMENT 486667, AND THE PROVISIONS THEREIN CONTAINED.
6. AGREEMENT BETWEEN THE CITY OF LAKE FOREST, A MUNICIPAL
CORPORATION AND LAKE FOREST COLLEGE RECORDED OCTOBER 23, 1989
AS DOCUMENT 2843409, RELATING TO REGULATION OF TRAFFIC AND
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PARKING AT LAKE FOREST COLLEGE AND THE PROVISIONS THEREIN
CONTAINED.
7. ORDINANCE BY THE CITY OF LAKE FOREST RECORDED JANUARY 9, 1987
AS DOCUMENT 2524452 RELATING TO AMENDMENT OF LAKE FOREST
ZONING CODE.
8. ORDINANCE BY THE CITY OF LAKE FOREST RECORDED SEPTEMBER 23,
1994 AS DOCUMENT 3595439 RELATING TO AMENDMENT OF LAKE FOREST
ZONING CODE OF 1972.
9. CONDITION THAT NO SPIRITUOUS LIQUORS SHALL AT ANY TIME OR
UNDER ANY PRETENSE BE EVER MADE AN ARTICLE OF TRAFFIC OR SALE
IN OR UPON THE LAND HEREIN, EXCEPT FOR PURPOSES STRICTLY AND
SOLELY MEDICINAL, CONTAINED IN THE DEED FROM TRUSTEES OF LAKE
FOREST ASSOCIATION TO LAKE FOREST UNIVERSITY DATED JULY 31, 1866
AND RECORDED AUGUST 1, 1866 IN BOOK 39 OF DEEDS, PAGE 390.
10. RIGHTS, IF ANY, OF THE PUBLIC AND THE CITY OF LAKE FOREST IN AND
TO THE LAND HEREIN PURPORTEDLY DEDICATED BY LAKE FOREST
UNIVERSITY FOR THE PURPOSE OF A PUBLIC PARK AND ORNAMENTAL
GROUNDS AS DISCLOSED BY ORDINANCE OF THE CITY OF LAKE FOREST
DATED AUGUST 23, 1869 AND RECORDED OCTOBER 15, 1886 AS DOCUMENT
34448, AND BY INSTRUMENT DATED JUNE 18, 1886 AND RECORDED
OCTOBER 15, 1886 AS DOCUMENT 34447.
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The City of Lake Forest
CITY COUNCIL
Proceedings of the January 20, 2015
City Council Meeting - City Council Chambers
CALL TO ORDER AND ROLL CALL: Mayor Schoenheider called the meeting to order at 7:40 pm, and
Deputy City Clerk Margaret Boyer called the roll of Council members.
Present: Honorable Mayor Schoenheider, Alderman Waldeck, Alderman Beidler, Alderman
Pandaleon, Alderman Tack, Alderman Reisenberg, Alderman Adelman and Alderman Moreno.
Absent: Alderman Moore.
Also present were: Bob Kiely, City Manager, Betsy Gates, City Attorney; Carina Walters, Assistant
City Manager; Susan Banks, Communications Manager; Catherine Czerniak, Director of
Community Development; Elizabeth Holleb, Director of Finance and Michael Thomas, Director of
Public Works, James Held, Chief of Police, Craig Lepkowski, Commander.
There were approximately 60 present in the audience.
Mayor Schoenheider introduced the Color Guard and asked the audience to “please stand at the
presentation of the colors by the Lake Forest Police Department Honor Guard.”
PLEDGE OF ALLEGIANCE: The Pledge of Allegiance was recited by all in attendance.
REPORTS OF CITY OFFICERS
COMMENTS BY MAYOR
A. Announcement of the Fifth Recipient of The Lawrence R. Temple Distinguished
Public Service Award: -Edward “Tim” Christie
Mayor Schoenheider stated that he was honored to be associated with an award that is reflective
of the community on his anniversary of being seated in the Mayors chair. He added that there are
many residents that are ready to give back to the community when asked, and mentioned that
however, there are certain people that seek out ways to give back, get involved and be an
enveloped part of The City of Lake Forest. He stated that Tim Christie is this kind of community
volunteer and is the fifth recipient of the Lawrence R Temple Award.
Mayor Schoenheider thanked the Temple Award Committee Members: Scott Helton, Gail Hodges
and Roger Mohr, noting that the Chair Jim Cowhey was unable to attend. Mayor Schoenheider
stated that the Award is presented in memory of Lawrence R. Temple, who was serving the City as
Alderman representing the Third Ward when he suddenly died on August 12, 2000. A twenty-four
year resident, Temple previously had served as a member of the Plan Commission and the
Building Review Board. Temple chaired the Building Review Board from 1993 until 1998. At the
time the Award was established, at the urging of several of Temple’s colleagues, then-Mayor
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Proceedings of the January 20, 2015
Regular City Council Meeting
Howard J. Kerr observed: “He loved Lake Forest and worked hard to protect its character and
quality of life. He had the capacity to relate to and work with people to bring understanding,
comprise, and solution to difficult issues.”
Mayor Schoenheider then introduced Scott Helton, member of the Temple Award Committee.
Mr. Helton, a former president of the Lake Forest Caucus, asked all residents and members to take
note of the location of the Larry Temple Award Plaque. It is at the top of the stairs at City Hall,
and, all those who enter the City Council Chamber either as a member of a Board or Commission
or a resident are reminded of the quality of the individuals that came before and those that are
listed on the Award. Mr. Helton added that Tim Christie’s name has been engraved and is on the
plaque, and that Mr. Christie has left a legacy. Member Roger Mohr read the Award Resolution to
the City Council and member Gail Hodges presented the award to Tim Christie. Mayor
Schoenheider thanked Mr. Christie for all that he has done for the community.
Mr. Christie accepted the award and said that he is humbled by it, and that he was privileged to
serve on the Building Review Board with Larry Temple. He thanked everyone for the honor of the
Award.
B. Resolution of Appreciation for retiring Police Sergeant, Brian R. Verbeke
The Mayor read the Resolution, and Sergeant Verbeke stated that he was honored to be a part of
The City of Lake Forest Police Department.
Alderman Pandaleon made a motion to approve the Resolution, seconded by Alderman Moreno.
Motion carried unanimously by voice vote.
C. Promotion of Officer Kevin Zelk to Sergeant
Police Chief James Held stated that in 2006 Officer Zelk started for the Police Department and was
recognized very quickly as being an exceptional police officer. He soon he become an evidence
technician and was then made a detective in the Police Department. Chief Held then asked
Officer Zelk’s wife to pin the Sergeant Star on her husband.
D. Storm Water Commission Award Presentation
- Ralph Gesualdo, President Forest Park Project Board
Mayor Schoenheider introduced the President of the Forest Park Board, Ralph Gesualdo. Mr.
Gesualdo reported that recently the Forest Park Project Board was awarded the Lake County
Stormwater Management Commission 2014 Development of the Year. Mr. Guesaldo stated that
the Forest Park Project is being commended for addressing infrastructure needs, solving drainage
issues, promoting sustainability, maintaining natural site amenities, and encouraging ravine
education as part of the Forest Park Master Plan. The project provides a system of bioswales and
rain gardens, impervious surface reduction, permeable paving, and native landscaping that
provide on-site stormwater storage, filtration and infiltration, sustainable landscaping, and water
quality benefits for Lake Michigan. In addition, the project restored flatwoods wetlands for habitat
and education purposes along with ravine educational signage at Seminary Ravine. Equally
impressive is the Forest Park Board, a private-public partnership established to finance and
construct the project, and to maintain the historical 30-acre park, one of the last green open
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Proceedings of the January 20, 2015
Regular City Council Meeting
spaces along Lake Michigan. He and the other members of the Forest Park Board felt that the
award belonged with the City for the efforts of staff including City Manager Robert Kiely, Cathy
Czerniak, Michael Thomas, Chuck Myers and Bob Ells. The Award was presented to The City of
Lake Forest on behalf of the Forest Park Board.
E. Resolution of Sympathy for Former City Attorney Murray Conzelman
Mayor Schoenheider read the Resolution of Sympathy. Alderman Waldeck offered additional
words of support to the family.
Alderman Waldeck made a motion to approve the Resolution, seconded by Alderman Pandaleon.
Motion carried unanimously by voice vote.
The Mayor added that the City recently learned of the passing of Marilyn Alaimo, who served on
the Cemetery Commission form 1992-2001 and was the Chairman for part of her tenure. .
Mayor Schoenheider added that longtime employee Shelley Walker will be leaving the City of Lake
Forest; on behalf of the City Council he wished her all the best.
Mayor Schoenheider thanked the Lake Forest Color Guard and asked all those present to please
stand for the retiring of the colors by the Lake Forest Police Department Honor Guard. The Color
Guard was then dismissed.
COMMENTS BY CITY MANAGER
A. Community Spotlight
-Lake Forest Lake Bluff Recreation Joint Task Force Report
Co-Chairs, Tighe Magnuson and Chris Mofbarger
1. Lake Bluff/Lake Forest Park and Recreation Joint Task Force Timeline
This item was seen during the Finance portion of the meeting. For details, please see the Jan 20,
2015 Finance Committee meeting minutes. This was for informational purposes and no action was
taken.
COMMENTS BY COUNCIL MEMBERS
A. Approval of Parks and Recreation Joint Task Force Initiative -Waiver of Lake Bluff
Non-Resident Fees
Sally Swarthout, Interim Director of Parks and Recreation stated that she was happy to present
one of the items recommended by the task force. Ms. Swarthout reviewed the summary of
suggestions offered by the Joint Task Force earlier in the evening, which included:
• Issuing Joint Community Press Release
• Development of Golf Joint Task Force
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Proceedings of the January 20, 2015
Regular City Council Meeting
• Review Common Capital Improvement Expenses
• Remove Non-Resident Fees for collaborative communities
• Create survey to measure reciprocity and cost-sharing opportunities
• Research and offer additional joint programming opportunities
• Institute Fitness Super Pass
• Cross Market non-duplicated programs
• Track Beach Usage in both communities
• Offer Joint Training of Beach Lifeguards
Interim Director Swarthout gave an overview of the timeline, expectations and items already
implemented by the City. Staff requests approval to waive the non-resident programming fees for
Lake Bluff residents per the recommendation of the Lake Bluff/Lake Forest Parks and Recreation
Joint Task Force, and dependent on the reciprocal approval by the Lake Bluff Park District.
A breakdown of the 9 selected Lake Forest programming areas and its registration revenues, non-
resident fees and surcharges as related to registrations taken from Lake Bluff residents, and
additional resident registrations needed to make up the deficiencies follows:
Program Area
Total Fees
Collected
NR Fees from
Lake Bluff
Lake Bluff NR
Registrations
Surcharge
Amount (Lake
Bluff only)
Registrations
needed to
make up
surcharge
Camps 310,346.33 10,199.25 25 1,679.05 2.36
Dance Academy 244,126.53 47,448.04 132 10,220.20 25.30
WDC 3,212.00 210.00 4 34.00 10.50
Athletics 458,934.48 9,677.71 71 1,610.71 9.06
Stirling Hall 69,610.32 5,981.70 18 996.10 4.03
Sailing 197,053.95 15,915.00 20 2,720.00 4.10
ECE 43,711.59 1,297.00 15 221.00 2.66
Kinderhaven 215,113.79 2,633.00 1 409.00 0.18
Fitness Memberships 268,114 6,134 15 1,017 6.00
Totals 1,810,222.99 99,495.70 301.00 18,907.06 64.19
Ms. Swarthout answered a question relating to the dance program and offered an explanation of
the surcharge and the effects of it being waived. She added that the registration schedule would
remain the same, with Lake Forest residents registering first, followed by Lake Bluff residents.
COUNCIL ACTION: Approval to waive the non-resident programming fees for Lake Bluff residents
per the recommendation of the Lake Bluff/Lake Forest Parks and Recreation Joint Task Force
and dependent on the reciprocal approval by the Lake Bluff Park District.
Alderman Beidler made a motion to approve to waive the non-resident programming fees for Lake
Bluff residents per the recommendation of the Lake Bluff/Lake Forest Parks and Recreation Joint
Task Force and dependent on the reciprocal approval by the Lake Bluff Park District, seconded by
Alderman Reisenberg. The following voted “Yea”: Aldermen Waldeck, Beidler, Pandaleon, Tack,
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Proceedings of the January 20, 2015
Regular City Council Meeting
Reisenberg, Adelman and Moreno. The following voted “Nay”: None. 7 Yeas, 0 Nays, motion
carried.
Chairman of the Public Works Committee, Alderman Waldeck stated that The City of Lake Forest
will begin phase 2 of its Sensible Salting Policy. Phase 2 began on January 15 and will run through
February 16 when Phase 3 will take effect. Ms. Waldeck added that Mother Nature has
cooperated with the City this year.
Alderman Waldeck stated that she and Alderman Moreno and Tack toured the Water Treatment
Plant and would like to extend thanks to Staff for information shared and patience.
Alderman Beidler stated that she and Alderman Waldeck recently attended the Lake County
Leaders Summit, where former Mayor Mike Rummel was present. The summit offered additional
ways communities can become involve with collaborative Lake County efforts.
OPPORTUNITY FOR CITIZENS TO ADDRESS THE CITY COUNCIL ON NON-AGENDA ITEMS
None.
ITEMS FOR OMNIBUS VOTE CONSIDERATION
1. Approval of the January 5, 2015 City Council meeting Minutes
2. Award of Bid for the Replacement of Marked Police Cars Included in the FY2016
Capital Equipment Budget
3. Award of Bid for the Replacement of an Administrative Vehicle for the Fire
Department Included in the FY2016 Capital Equipment Budget
4. Award of Bid for the Replacement of the CROYA Vehicle
COUNCIL ACTION: Approve the four (4) Omnibus items as presented.
Alderman Moreno made a motion to the Omnibus items as presented, seconded by Alderman
Tack. The following voted “Yea”: Aldermen Waldeck, Beidler, Pandaleon, Tack, Reisenberg,
Adelman and Moreno. The following voted “Nay”: None. 7 Yeas, 0 Nays, motion carried.
Information such as Purpose and Action Requested, Background/Discussion, Budget/Fiscal Impact,
Recommended Action and a Staff Contact as it relates to the Omnibus items can be found on the agenda.
ORDINANCES
1. Consideration of a Recommendation from the Plan Commission in Support of
the Approval of Ordinances Pertaining to the Establishment of a Tax Increment
Financing District on a 10-Acre Site Located on the Northwest Corner of Laurel
and Western Avenues. (Final Approval)
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Proceedings of the January 20, 2015
Regular City Council Meeting
This item was briefed by Director of Community Development Catherine Czerniak during the
Finance portion of the meeting. Mayor Schoenheider asked if there were any members of the
Council that would like to discuss this further. Seeing none he asked of there were any members of
the audience who would like to address the City Council. Seeing none, he asked for a motion.
COUNCIL ACTION: Grant final approval of each of the three Ordinances noted above.
Alderman Pandaleon made a motion to grant final approval of the three Ordinances as noted in
the City Council packet, seconded by Alderman Reisenberg. The following voted “Yea”: Aldermen
Waldeck, Beidler, Pandaleon, Tack, Reisenberg, Adelman and Moreno. The following voted “Nay”:
None. 7 Yeas, 0 Nays, motion carried.
2. Approval of an Ordinance that allows for the revising, amending, restating,
codifying and compiling of existing Ordinances. (Final Reading)
This item was also seen during the Finance portion of the meeting Mayor Schoenheider asked if
there were any members of the Council that would like to discuss this further and seeing none, he
asked of there were any members of the audience who would like to address the City Council.
Seeing none, he asked for a motion.
COUNCIL ACTION: Approval of the final reading of an Ordinance that allows for the revising,
amending, restating, codifying and compiling of existing Ordinances.
Alderman Beidler made a motion to grant approval of the final reading of an Ordinance that
allows for the revising, amending, restating, codifying and compiling of existing Ordinances,
seconded by Alderman Reisenberg. The following voted “Yea”: Aldermen Waldeck, Beidler,
Pandaleon, Tack, Reisenberg, Adelman and Moreno. The following voted “Nay”: None. 7 Yeas, 0
Nays, motion carried.
NEW BUSINESS
1. Community Goals and Priorities
-City Manager, Robert Kiely, Jr.
This item was seen during the Finance portion of the meeting. For details, please see the Jan 20,
2015 Finance Committee meeting minutes. This was for informational purposes and no action was
taken.
ADDITIONAL ITEMS FOR COUNCIL DISCUSSION
None.
ADJOURNMENT
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Proceedings of the January 20, 2015
Regular City Council Meeting
There being no further business. Alderman Reisenberg made a motion to adjourn, seconded by
Alderman Tack. Motion carried unanimously by voice vote at 8:30 p.m.
Respectfully Submitted,
Margaret Boyer
Deputy City Clerk
A video of the City Council meeting is available for viewing at the Lake Forest Library and on file in
the Clerk’s office at City Hall. You can also view it on the website by
visiting www.cityoflakeforest.com. Click on I Want To, then click on View, then choose Archived
Meetings Videos.
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