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HomeMy WebLinkAboutRes 53-16 12/20/2016 Approving purchase of Property - 32 West Busse Ave.RESOLUTION NO. 53-16 A RESOLUTION APPROVING PURCHASE OF PROPERTY AND AUTHORIZING EXECUTION OF REAL ESTATE PURCHASE AND SALES CONTRACT (32 WEST BUSSE AVENUE) WHEREAS, the Village of Mount Prospect, Illinois ("Village") is a home rule unit of local government pursuant to Article 7, Section 6 of the Constitution of the State of Illinois; and WHEREAS, pursuant to Article 7, Section 6 of the Illinois Constitution, the Village, as a home rule municipality, is authorized to enter into contracts for the sale and purchase of real property; and WHEREAS, the Village has determined it is necessary and desirable to purchase certain real property commonly known as 32 West Busse Avenue, Mount Prospect, Illinois, with Permanent Index Numbers 08-12-102-030-0000 and 08-12-102-058-0000 (the "Subject Property"), as legally described in Exhibit A, attached hereto and made a part hereof, and to execute the Real Estate Purchase and Sales Contract (the "Contract") relative to the acquisition of the Subject Property, said Contract attached hereto as Exhibit B and made a part hereof; and WHEREAS, on December 20, 2016, the Village approved "A Resolution Declaring the Village's Official Intent to Reimburse Expenditures (Prospect and Main TIF District)" (Village Resolution No. 52-16 ),which will authorize the Village to reimburse itself from TIF incremental revenues generated from properties within the Prospect and Main TIF District for the purchase price of the Subject Property; and WHEREAS, the Village and the owner of the Subject Property have agreed to a purchase price for the Subject Property; and WHEREAS, the Village has determined that the purchase of the Subject Property by the Village is for a reasonable price, and is in the best interests of the Village. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION ONE: That the recitals set forth hereinabove are hereby adopted and incorporated as if fully set forth herein. SECTION TWO: That under the authority vested in the corporate authorities of the Village, pursuant to Article 7, Section 6 of the Illinois Constitution, it is necessary and desirable for the Village to purchase and acquire title to the Subject Property in accord with the terms and conditions set forth in the Contract attached as Exhibit B. SECTION THREE: That the Board of Trustees hereby ratifies and authorizes the Mayor to sign and execute the Contract for the purchase of the Subject Property, substantially in the form attached as Exhibit B. Any minor amendments to the Contract made hereinafter shall be subject to the approval of the Mayor and/or the Village Manager without further action of the Board of Trustees. SECTION FOUR: That the Board of Trustees hereby authorizes the Mayor and/or the Village Manager to execute any and all additional necessary documents to complete the purchase and conveyance of said Subject Property to the Village following the approval of this Resolution. SECTION FIVE: This Resolution shall be in full force and effect immediately upon its adoption. ADOPTED this 20th day of December, 2016, by the following roll call vote: AYES: Hoefert, Matuszak, Polit, Rogers, Saccotelli, Zadel NAYS: None ABSENT: None PASSED and Approved this 20th day of December, 2016. 41 Arlene A. Juracek Village President ATTEST: Michabl J. Cassa Deputy Village Clerk THAT PART OF LOT 2 IN BLOCK 3 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT IN THE WEST'/z OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE WEST LINE OF THE EAST 60 FEET OF SAID LOT 2 WITH THE NORTH LINE OF BUSSE AVENUE AS DEDICATED BY DOCUMENT NO. 342070; THENCE WESTWARD ALONG THE SAID NORTH LINE, A DISTANCE OF 50.01 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 06 MINUTES 53 SECONDS EAST, PARALLEL WITH THE EAST LINE OF SAID LOT 2 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, 101.08 FEET TO A POINT ON A LINE THAT IS THE WESTERLY EXTENSION OF PART OF THE WEST'/2 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 23, 1949 AS DOCUMENT 1275902; THENCE NORTH 89 DEGREES 35 MINUTES 57 SECONDS EAST, ALONG SAID WESTERLY EXTENSION, 27.00 FEET; THENCE SOUTH 00 DEGREES 06 MINUTES 44 SECONDS WEST, PARALLEL WITH THE EAST LINE OF SAID LOT 2 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, 100.88 FEET TO THE NORTH LINE OF BUSSE AVENUE; THENCE SOUTH 89 DEGREES 10 MINUTES 36 SECONDS WEST, ALONG THE NORTH LINE OF BUSSE AVENUE, 27.01 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P. I . N: 08-12-102-058-0000 08-12-102-030-0000 Property Address: 32 West Busse Avenue, Mount Prospect, Illinois 60056 REAL ESTATE PURCHASE AND SALES CONTRACT (32 West Busse Avenue, Mount Prospect Illinois) THIS REAL ESTATE PURCHASE AND SALES CONTRACT (the "Contract") is made as of the Effective Date (as defined in Paragraph 24 hereof) between NORMAN I. KURTZ, as Trustee of the Norman Kurtz Trust, dated November 13, 2002 (the "Seller") and the VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation (the "Buyer"). The Seller and the Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties". AGREEMENT: 1. THE BUYER IS A MUNICIPAL ENTITY AND THIS CONTRACT IS SUBJECT TO THE APPROVAL OF, AND IS NOT ENFORCEABLE UNLESS APPROVED AT AN OPEN MEETING BY, THE BOARD OF TRUSTEES OF BUYER. 2. SALE. The Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and conditions set forth in this Contract, the fee simple title to a parcel of land commonly known as 32 West Busse Avenue Mount Prospect, Illinois, with PINs 08-12-102-030-0000 and 08-12-102-058- 0000 (formerly 08-12-102-046-0000), located in the County of Cook (the "Property"), which Property is legally described in Exhibit A attached hereto and made a part hereof. 3. PURCHASE PRICE. The purchase price for the purchase of the Property by Buyer is TWO HUNDRED EIGHTY FIVE THOUSAND AND NO/100 DOLLARS ($285,000.00) (the "Building Purchase Price"). At closing, Buyer shall pay to Seller, in good and available funds by wire transfer or cashier's check, the Purchase Price, plus or minus prorations as provided herein. 4. ADDITIONAL CONSIDERATION. Additionally, the Buyer shall pay to the Seller, or to whom the Seller directs, the sum of TWO HUNDRED FOURTEEN THOUSAND AND NO/100 DOLLARS ($214,000.00) as and for compensation ("Additional Compensation") for business disruption losses, relocation costs, and other considerations, the reasonableness of which the Buyer and the Seller hereby acknowledge. At closing, Buyer shall pay the "Additional Compensation" to Seller or to whom Seller directs, in good and available funds by wire transfer or cashier's check. 5. EARNEST MONEY DEPOSIT. None required. All money will be paid at closing. 6. CLOSING DATE. The closing (the "Closing") of the contemplated purchase and sale of the Property shall take place through a deed and money escrow ("Escrow") on January _, 2017 (the "Closing Date") at the office of Chicago Title Insurance Company, Chicago, Illinois (the "Title Company") or at such other time and place as mutually agreed to by the Parties. Buyer shall pay all title and closing costs and escrow fees charged by the Title Company. 7. AS -IS, WHERE -IS CONDITION. Except for the Seller's express representations and warranties set forth herein, Buyer agrees that it is purchasing the Property in its "AS -IS, WHERE -IS" condition, subject to all faults of every kind and nature whatsoever, whether latent or patent, where now or hereafter existing. 8. TITLE INSURANCE. Prior to Closing, Buyer, at Buyer's expense, shall obtain a title commitment issued by the Title Company, in the amount of the Purchase Price, with extended coverage over the standard exceptions 1 through 5 (the "Title Commitment"), together with copies of all underlying title documents listed in the Title Commitment (the "Underlying Title Documents"), subject only to those matters described in Exhibit B, attached hereto and made a part hereof (the "Permitted Exceptions"). If the Title Commitment, Underlying Title Documents or the Survey (as hereinafter defined) disclose exceptions to title, which are not acceptable to Buyer (the "Unpermitted Exceptions"), Buyer shall have five (5) days from the later of the delivery of the Title Commitment, the Underlying Title Documents and the Survey to object to the Unpermitted Exceptions. Buyer shall provide Seller with an objection letter (the "Buyer's Objection Letter") listing the Unpermitted Exceptions, which are not acceptable to Buyer. Seller shall have five (5) days from the date of receipt of the Buyer's Objection Letter ("Seller's Cure Period") to have the Unpermitted Exceptions removed from the Title Commitment or to cure such Unpermitted Exceptions or to have the Title Company commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, and the Closing shall be extended such additional time, but not beyond , 2017 (the "Extended Title Closing Date") after Buyer's receipt of a proforma title policy (the "Proforma Title Policy") reflecting the Title Company's commitment to insure the Unpermitted Exceptions. If Seller fails to have the Unpermitted Exceptions removed or, in the alternative, to obtain a Title Commitment insuring the Unpermitted Exceptions within the specified time, Buyer may elect to either (i) terminate this Contract, and this Contract shall become null and void without further action of the parties, or (ii) upon notice to Seller within ten (10) days after Buyer's receipt of Seller's intention not to cure the Unpermitted Exceptions, take title as it then is with the right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount which are listed in the Title Commitment. All Unpermitted Exceptions, which the Title Company commits to insure, shall be included within the definition of Permitted Exceptions. The Proforma Title Policy shall be conclusive evidence of good title as shown therein as to all matters insured by the Title Company, subject only to the Permitted Exceptions. The Buyer shall pay the cost for any later date title commitments, and Buyer shall pay for the cost of the later date to its Proforma Title Policy. 9. SURVEY. Buyer, at its sole cost and option, shall obtain a current dated survey of the Land (the "Survey") prior to closing. Buyer shall provide a copy of the Survey to Seller. Upon approval of the Survey, the legal description in Exhibit A (if required) shall be automatically revised to be that of the legal description in the Survey and Title Commitment. At either party's request, any changes to the legal description shall be confirmed in writing signed by both parties. 10. DEED. Seller shall convey fee simple title to the Property to Buyer, by a recordable Trustee's Deed (the "Deed"), subject only to the Permitted Exceptions. Seller shall also execute and deliver, at Closing, any and all documents, in addition to the Deed, including an Affidavit of Title, Covenant and Warranty, Title Company documentation including, but not limited to, an ALTA Statement, GAP Undertaking or such other documents reasonably requested either by the Buyer or the Title Company to consummate the transaction contemplated herein and to vest fee simple title to the Property in Buyer subject only to the Permitted Exceptions and the issuance of the Buyer's Title Company owners title insurance policy. Buyer shall be responsible for the recording fee of the Deed. 11. CLOSING DOCUMENTS. On the Closing Date, the obligations of the Buyer and Seller 2 shall be as follows: A. Seller shall deliver or cause to be delivered to the Title Company: the original executed and properly notarized Deed; the original executed and property notarized Affidavit of Title, Warranty and Covenant; iii. the original executed and property notarized Non -Foreign Affidavit; iv. counterpart originals of Seller's Closing Statement; V. such other standard closing documents or other documentation as is required by applicable law or the Title Company to effectuate the transaction contemplated hereby, including, without limitation, ALTA statements and GAP Undertaking, such other documentation as is reasonably required by the Title Company to issue Buyer its owners title insurance policy in accordance with the Proforma Title Policy and in the amount of the Purchase Price insuring the fee simple title to the Property in the Buyer as of the Closing Date, subject only to the Permitted Exceptions. B. Buyer shall deliver or cause to be delivered to the Title Company: the balance of the Building Purchase Price, plus or minus prorations; ii. the balance of the Additional Compensation; iii. counterpart originals of Seller's Closing Statement; iv. ALTA Statement and such other standard closing documents or other documentation as is required by applicable law or the Title Company to effectuate the transaction contemplated herein. C. The Buyer and the Seller shall jointly deposit fully executed State of Illinois Transfer Declarations and County Transfer Declarations. 12. POSSESSION. Possession of the Property shall be delivered to Buyer on the Closing Date and in the same condition as at the time of execution of this Contract. Subsequent to the Closing Date and Buyer taking possession of the Property, the Parties shall enter a lease agreement whereby the Village shall be the lessor and the Norman I. Kurtz Trust the lessee. Pursuant to the lease agreement, Norman Kurtz shall be allowed to remain in the Property on a "rent free" basis. The lease shall run from the Closing Date until June 30, 2017 with the Parties having the option through mutual written agreement to extend the lease on a month-to-month basis. During the term of the lease, the Village shall pay the property taxes and Norman Kurtz shall pay all utilities related to his occupancy of the Property. 13. PRORATIONS. At Closing, the following adjustments and prorations shall be computed as of the Closing Date and the balance of the Purchase Price shall be adjusted to reflect such prorations. All prorations shall be based on a 365 -day year, with the Seller having the day prior to the Closing Day. A. Real Estate Taxes. General real estate taxes for 2015 and subsequent years, special assessments and all other public or governmental charges against the Property which are or may be payable on an annual basis (including charges, assessments, liens or encumbrances for sewer, water, drainage or other public improvements completed or commenced on or prior to the Closing Date) shall be adjusted and apportioned as of the Closing Date. If the exact amount of general real estate taxes is not known at Closing, the proration will be based on 105% of the most recent full year tax bill, and shall be conclusive, with no subsequent adjustment. B. Miscellaneous. All other charges and fees customarily prorated and adjusted in similar transactions shall be prorated as of Closing Date. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills or statements are not obtainable (as, for example, all water, sewer, gas and utility bills), the Parties shall prorate on the best available information. Final readings and final billings for utilities shall be taken as of the date of Closing. 14. CONVEYANCE TAXES. The Parties acknowledge that, as Buyer is a governmental entity, this transaction is exempt from any State, County or local real estate transfer tax pursuant to 35 ILCS 200/31-45(b). Seller is obligated to furnish completed Real Estate Transfer Declarations signed by Seller or Seller's agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois. 15. COVENANTS REPRESENTATIONS AND WARRANTIES OF SELLER. The covenants, representations and warranties contained in this Paragraph shall be deemed remade as of the Closing Date and shall survive the Closing, and shall be deemed to have been relied upon by the Buyer in consummating this transaction, notwithstanding any investigation the Buyer may have made with respect thereto, or any information developed by or made available to the Buyer prior to the Closing and consummation of this transaction. Seller covenants, represents and warrants to the Buyer as to the following matters, each of which is so warranted to be true and correct as of the Effective Date and also on the Closing Date: A. Title Matters. Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. B. Violations of Zoning and Other Laws. Seller has received no notice, written or otherwise, from any governmental agency alleging any violations of any statute, ordinance, regulation or code. The Property as conveyed to Buyer shall include all rights of the Seller to the use of any off-site facilities, including, but not limited to, storm water detention facilities, necessary to ensure compliance with all zoning, building, health, fire, water use or similar statutes, laws, regulations and orders and any instrument in the nature of a declaration running with the Property. C. Pending and Threatened Litigation. To the best knowledge and belief of Seller, there are no pending or threatened matters of litigation, administrative action or examination, claim or demand whatsoever relating to the Property. D. Eminent Domain, etc. To the best knowledge and belief of Seller, there is no pending or contemplated eminent domain, condemnation or other governmental taking of the Property or any part thereof. E. Access to Property Utilities. No fact or condition exists which would result in the termination or impairment of access to the Property from adjoining public or private streets or ways or which could result in discontinuation of presently available or otherwise necessary sewer, water, electric, gas, telephone or other utilities or services. F. Assessments. To the best knowledge and belief of Seller, there are no public improvements in the nature of off-site improvements, or otherwise, which have been ordered to be made and/or which have not heretofore been assessed, and there are no special or general assessments pending against or affecting the Property. G. Authority of Signatories; No Breach of Other Agreements; etc. The execution, delivery of and performance under this Contract by Seller is pursuant to authority validly and duly conferred upon Seller and the signatories hereto. The consummation of the transaction herein contemplated and the compliance by Seller with the terms of this Contract do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instruction by which Seller or the Property are bound; and will not and does not, to the best knowledge and belief of Seller, constitute a violation of any applicable law, rule, regulation, judgment, order or decree of, or agreement with, any governmental instrumentality or court, domestic or foreign, to which Seller or the Property are subject or bound. K. Executory Agreements. Seller is not a party to, and the Property is not subject to, any contract or agreement of any kind whatsoever, written or oral, formal or informal, with respect to the Property, other than this Contract. Buyer shall not, by reason of entering into or closing under this Contract, become subject to or bound by any agreement, contract, lease, license, invoice, bill, undertaking or understanding which it shall not have previously agreed in writing to accept. Seller warrants and represents that no written leases, licenses or occupancies exist in regard to the Property and, further, that no person, corporation, entity, tenant, licensee or occupant has an option or right of first refusal to purchase, lease or use the Property, or any portion thereof. I. Mechanic's Liens. All bills and invoices for labor and material of any kind relating to the Property have been paid in full, and there are no mechanic's liens or other claims outstanding or available to any party in connection with the Property. J. Governmental Obligations. To the best knowledge of Seller, there are no unperformed obligations relative to the Property outstanding to any governmental or quasi - governmental body or authority. K. Easements. Seller represents that the Property is adjacent to and has full and free access on all perimeter areas to and from public streets, such that no private easements or agreements are necessary to afford access to or from the Property. L. Section 1445 Withholding. Seller represents that he/she/it/they is/are not a "foreign person" as defined in Section 1445 of the Internal Revenue Code and is/are, therefore, exempt from the withholding requirements of said Section. At Closing, Seller shall furnish Buyer with a Non -Foreign Affidavit as set forth in said Section 1445. When used in this Paragraph, the expression "to the best knowledge and belief of Seller," or words to that effect, is deemed to mean that Seller, after reasonable examination, investigation and inquiry, is not aware of any thing, matter or the like that is contrary, negates, diminishes or vitiates that which such term precedes. 16. DEFAULT AND CONDITIONS PRECEDENT TO CLOSING. A. It is a condition precedent to Closing that: fee simple title to the Property is shown to be good and marketable, subject only to the Permitted Exceptions, as required hereunder and is accepted by Buyer; the covenants, representations and warranties of Seller contained in Paragraph 15 hereof and elsewhere in this Contract are true and accurate on the Closing Date or waived by Buyer in writing on the Closing Date; and iii. Seller has performed under the Contract and otherwise has performed all of its covenants and obligations and fulfilled all of the conditions required of it under the Contract in order to Close on the Closing Date. B. If, before the Closing Date, Buyer becomes aware of a breach of any of Seller's representations and warranties or of Seller failing to perform all of its covenants or otherwise failing to perform all of its obligations and fulfill all of the conditions required of Seller in order to Close on the Closing Date, Buyer may, at its option: elect to enforce the terms hereof by action for specific performance; or attempt to cure such breach or failure by Seller for a period of up to thirty (30) days following the Closing Date, charging Seller for all costs and expenses incurred in doing so and, following such attempt, to either: (a) terminate this Contract; or (b) proceed to Close notwithstanding such breach or nonperformance. In all events, Buyer's rights and remedies under this Contract shall always be non- exclusive and cumulative and the exercise of one remedy shall not be exclusive of or constitute the waiver of any other, including all rights and remedies available to it at law or in equity. C. The Parties agree that no default of or by the Seller shall be deemed to have occurred unless and until notice of any failure by the non -defaulting Party has been sent to the defaulting Party and the defaulting Party has been given a period of ten (10) days from receipt of the notice to cure the default. 17. BINDING EFFECT. This Contract shall inure to the benefit of and shall be binding upon the heirs, legatees, transferees, assigns, personal representatives, owners, agents, administrators, executors and/or successors in interest of any kind whatsoever of the Parties hereto. 18. BROKERAGE. Each Party hereto hereby represents and warrants to the other that, in connection with this transaction, no third -party broker or finder has been engaged or consulted by it or, through such Party's actions (or claiming through such Party), is entitled to compensation as a consequence of this transaction. Each Party hereby defends, indemnifies and holds the other harmless against any and all claims of brokers, finders or the like, and against the claims of all third parties claiming any right to a commission or compensation by or through acts of that Party or that Party's partners, agents or affiliates in connection with this Contract. Each Party's indemnity obligations shall include all damages, losses, costs, liabilities and expenses, including reasonable attorneys' fees, which may be incurred by the other in connection with all matters against which the other is being indemnified hereunder. This provision shall survive the Closing. 19. NOTICES. Any and all notices, demands, consents and approvals required under this Contract shall be sent and deemed received: (A) on the third business day after mailed by certified or registered mail, postage prepaid, return receipt requested, or (B) on the next business day after deposit with a nationally -recognized overnight delivery service (such as Federal Express or Airborne) for guaranteed next business day delivery, or (C) by facsimile transmission on the day of transmission, with the original notice together with the confirmation of transmission mailed by certified or registered mail, postage prepared, return receipt requested, or (D) by personal delivery, if addressed to the Parties as follows: To Seller: Norman Kurtz 32 West Busse Avenue Mount Prospect, Illinois 60056 FAX: 847-577-4216 To Buyer: Village of Mount Prospect 50 South Emerson Street Mount Prospect, Illinois 60056 Attn: Michael J. Cassady, Village Manager FAX: 847-392-6022 With a copy to: Klein, Thorpe and Jenkins, Ltd. 20 North Wacker Drive, Suite 1660 Chicago, Illinois 60606-2903 Attn: Lance C. Malina/Allen Wall FAX: 312-984-6444 Either Party hereto may change the name(s) and address(es) of the designee to whom notice shall be sent by giving written notice of such change to the other Party hereto in the same manner, as all other notices are required to be delivered hereunder. 20. RIGHT OF WAIVER. Each and every condition of the Closing, other than the Buyer's duties at Closing, is intended for and is for the sole and exclusive benefit of Buyer. Accordingly, Buyer may at any time and from time to time waive each and any condition of the Closing, without waiver of any other condition or other prejudice of its rights hereunder. Such waiver by Buyer shall, unless otherwise herein provided, be in a writing signed by Buyer and delivered to Seller. 21. DISCLOSURE OF INTERESTS. In accordance with Illinois law, 50 ILCS 105/3.1, prior to execution of this Contract by the Buyer, an owner, authorized trustee, corporate official or managing agent must submit a sworn affidavit to the Buyer disclosing the identity of every owner and beneficiary having any interest, real or personal, in the Property, and every shareholder entitled to receive more than 7%z% of the total distributable income of any corporation having any real interest, real or personal, in the Property, or, alternatively, if a corporation's stock is publicly traded, a sworn affidavit by an officer of the corporation or its managing agent that there is no readily known individual having a greater than 7%z/o percent interest, real or personal, in the Property. The sworn affidavit shall be substantially similar to the one described in Exhibit C attached hereto and made a part hereof. 22. ASSIGNMENT. Buyer shall have the right to assign or transfer Buyer's interest in this Contract without the prior written consent of Seller. Buyer shall deliver to Seller a copy of the fully executed assignment and assumption by Purchaser, as assignor and the assignee. 23. MISCELLANEOUS. A. Buyer and Seller mutually agree that time is of the essence throughout the term of this Contract and every provision hereof in which time is an element. No extension of time for performance of any obligations or acts shall be deemed an extension of time for performance of any other obligations or acts. If any date for performance of any of the terms, conditions or provisions hereof shall fall on a Saturday, Sunday or legal holiday, then the time of such performance shall be extended to the next business day thereafter. B. This Contract provides for the purchase and sale of property located in the State of Illinois, and is to be performed within the State of Illinois. Accordingly, this Contract, and all questions of interpretation, construction and enforcement hereof, and all controversies hereunder, shall be governed by the applicable statutory and common law of the State of Illinois. The parties agree that, for the purpose of any litigation relative to this Contract and its enforcement, venue shall be in the Circuit Court in the county where the Property is located and the parties consent to the in personam jurisdiction of said Court for any such action or proceeding. C. The provisions of the Uniform Vendor and Buyer Risk Act of the State of Illinois shall be applicable to this Contract. D. Buyer and Seller hereby agree to make all disclosures and do all things necessary to comply with the applicable provisions of the Property Settlement Procedures Act of 1974. In the event that either party shall fail to make appropriate disclosures when asked, such failure shall be considered a breach on the part of said Party. E. The Parties warrant and represent that the execution, delivery of and performance under this Contract is pursuant to authority, validly and duly conferred upon the Parties and the signatories hereto. F. The paragraph headings contained in this Contract are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. G. Whenever used in this Contract, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. H. If the Seller is a Trust, this Contract is executed by the undersigned Trustee, not personally but as Trustee as aforesaid, in the exercise of the power and authority conferred upon and vested in it as such Trustee. Said Trustee hereby warrants that he possesses full power and authority to execute this Contract. It is expressly understood and agreed by and between the Parties hereto, anything herein to the contrary notwithstanding, that each and all of the representations, covenants, undertakings, warranties and agreements herein made on the part of the Trustee while in form purporting to be the representations, covenants, undertakings, warranties and agreements of said Trustee are nevertheless each and every one of them made and intended not as personal representations, covenants, undertakings, warranties and agreements by the Trustee or for the purpose or with the intention of binding Trustee personally but are made and intended for the purpose of binding only the trust property, and this Contract is executed and delivered by said Trustee not in his own right, but solely in the exercise of the power conferred upon him as said Trustee; and that no personal liability or personal responsibility is assumed by or shall at any time be asserted or enforceable against said Trustee on account of this Contract or on account of any representations, covenants, undertakings, warranties or agreements of said Trustee in this Contract contained either express or implied, all such personal liability, if any, being expressly waived and released. In the event the Seller is a Trust as provided above, this Contract shall be signed by the Trustee and also by the person or entity holding the Power of Direction under the Trust. The person or entity signing this Contract is by his/her/their/its signature represents, warrants and covenants with Buyer that he/she/they/it has the authority to enter into this Contract and the obligations set forth herein. All references to the Seller's obligations, warranties and representations shall be interpreted to mean the Beneficiary or Beneficiaries of the Trust. I. In the event either Party elects to file any action in order to enforce the terms of this Contract, or for a declaration of rights hereunder, the prevailing Party, as determined by the court in such action, shall be entitled to recover all of its court costs and reasonable attorneys' fees as a result thereof from the losing Party. J. Buyer may record this Contract or any memorandum or short form of this Contract against the Property, provided that if the transaction contemplated herein does not occur and the Contract is terminated as provided herein, Buyer shall record a termination of the Contract. The recording fees for either shall be borne by the Buyer. 7 K. If any of the provisions of this Contract, or the application thereof to any person or circumstance, shall be invalid or unenforceable to any extent, the remainder of the provisions of this Contract shall not be affected thereby, and every other provision of this Contract shall be valid and enforceable to the fullest extent permitted by law. L. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. 24. EFFECTIVE DATE. This Contract shall be deemed dated and become effective on the date that the authorized signatories of Buyer shall sign the Contract, which date shall be the date stated next to the Buyer's signature. 25. CONTRACT MODIFICATION. This Contract and the Exhibits attached hereto and made a part hereof, or required hereby, embody the entire Contract between the Parties hereto with respect to the Property and supersede any and all prior agreements and understandings, whether written or oral, and whether formal or informal. No extensions, changes, modifications or amendments to or of this Contract, of any kind whatsoever, shall be made or claimed by Seller or Buyer, and no notices of any extension, change, modification or amendment made or claimed by Seller or Buyer (except with respect to permitted unilateral waivers of conditions precedent by Buyer) shall have any force or effect whatsoever unless the same shall be endorsed in writing and fully signed by Seller and Buyer. 26. EXHIBITS. The following Exhibits are attached hereto and made a part hereof by reference: Exhibit A Legal Description of the Property Exhibit B Permitted Exceptions Exhibit C Disclosure Affidavit 10 IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date below their respective signatures. SELLER: NORMAN I. KURTZ, as Trustee of the Norman Kurtz Trust, dated October 10, 1992 By: Name: Norman I. z BUYER: VILLAGE OFMOUNT PROSPECT, an Illinois municipal corporation r Name: Arlene A. Jurac Title: Village President ATTEST: By: Name: Micha J. Cassady Title: Deputy Village Clerk Date Seller executed: Date Buyer executed: 11 Exhibit A Legal Description of the Property PARCEL 1: LOT 2 (EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE EAST LINE OF SAID LOT 2 WITH THE NORTH LINE OF SAID BUSSE AVENUE; RUNNING THENCE WEST ALONG THE NORTH LINE OF SAID BUSSE AVENUE, 83 FEET TO THE PLACE OF BEGINNING; THENCE CONTINUING WEST ALONG THE NORTH LINE OF BUSSE AVENUE, 27.01 FEET; THENCE RUNNING NORTH, PARALLEL WITH THE EAST LINE OF SAID LOT 2, A DISTANCE OF 69.29 FEET; THENCE EAST, PARALLEL WITH THE NORTH LINE OF SAID LOT 2, 27.01 FEET; THENCE SOUTH, PARALLEL WITH THE EAST LINE OF SAID LOT 2, 68.15 FEET, MORE OR LESS TO THE PLACE OF BEGINNING; ALSO EXCEPT THE NORTH 100 FEET THEREOF AND EXCEPT THAT PART OF THE EAST 60 FEET, LYING SOUTH OF THE NORTH 100 FEET THEREOF AND EXCEPT THAT PART TAKEN FOR BUSSE AVENUE AND EXCEPT THAT PART WHICH FALLS IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT FILED AS DOCUMENT NUMBER LR3561889) ALL IN BLOCK 3 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, IN THE WEST Yz OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 2: THAT PART OF LOT 2 (EXCEPT PART HERETOFORE DEDICATED FOR BUSSE AVENUE BY PLAT OF DEDICATION REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ILLINOIS, ON MARCH 7, 1927, IN PLAT BOOK 17, PAGE 34) IN BLOCK 3 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT IN THE WEST % OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF THE EAST LINE OF SAID LOT 2 WITH THE NORTH LINE OF SAID BUSSE AVENUE, RUNNING THENCE WEST ALONG THE NORTH LINE OF SAID BUSSE AVENUE, 83 FEET TO THE PLACE OF BEGINNING; THENCE CONTINUING WEST ALONG THE NORTH LINE OF BUSSE AVENUE, 27.01 FEET; THENCE RUNNING NORTH, PARALLEL WITH THE EAST LINE OF SAID LOT 2, A DISTANCE OF 69,29 FEET, THENCE EAST, PARALLEL WITH THE NORTH LINE OF SAID LOT 2, 27.01 FEET; THENCE SOUTH, PARALLEL WITH THE EAST LINE OF SAID LOT 2, 68.15 FEET, MORE OF LESS, TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS. P.I. Ns.: 08-12-102-030-0000 08-12-102-058-0000 (formerly 08-12-102-046-0000).. Property Address: 32 West Busse Avenue, Mount Prospect, Illinois 60056 12 Exhibit B Permitted Exceptions 2015 real estate taxes and subsequent years, not due and payable for the Property. 2. Improvements on land are "as -is." 3. Covenants, conditions, restrictions and easements of record, which do not prevent the Buyer from constructing a parking lot on the Property. 13 Exhibit C ALL SELLERS MUST SIGN AN AFFIDAVIT THAT IS SUBSTANTIALLY SIMILAR TO THE ONE BELOW State of Illinois ) )ss. County of COOK ) DISCLOSURE AFFIDAVIT I, NORMAN I. KURTZ, (hereinafter referred to as "Affiant") reside at 873 Boxwood Lane, Buffalo Grove, in CookCounty, State of Illinois being first duly sworn and having personal knowledge of the matters contained in this Affiant, swear to the following: That I am over the age of eighteen and the (choose one) [ ] owner or [X ] authorized trustee or [ ] corporate official or [ ] managing agent or [ ] of the Real Estate (as defined herein). 2. That the Real Estate (as defined herein) being sold to the Purchaser is commonly known as 32 West Busse Avenue and is located in the County of Cook, Village of Mount Prospect, State of Illinois (herein referred to as the "Real Estate"). The Real Estate has an Assessor's Permanent Index Numbers of 08-12-102-030 and 08-12-102-058. 3. That I understand that, pursuant to 50 ILCS 105/3.1, prior to execution of a real estate purchase agreement between the record fee owner of the Real Estate and Purchaser, Illinois State Law requires the owner, authorized trustee, corporate official or managing agent to submit a sworn affidavit to the Purchaser disclosing the identity of every owner and beneficiary having any interest, real or personal, in the Real Estate, and every shareholder entitled to receive more than 7'/z% of the total distributable income of any corporation having any interest, real or personal, in the Real Estate. As the [ ] [X] [l (choose one): owner or authorized trustee or corporate official or managing agent or of the Real Estate, I declare under oath that [X] The owners or beneficiaries of the trust are: Norman I. Kurtz (100%) or [ ] The shareholders with more than 71/2% interest are: or [ ] The corporation is publicly traded and there is no readily known individual having greater than a 7'/2% interest in the corporation. This Disclosure Affidavit is made to induce the Purchaser to accept title to the Real Estate in accordance with 50 ILCS 105/3.1. S BSCRIBED AND PORN to before me this / day of 20 125 ITP RY PUBLIC 14 AFFIANT KURTZ OFFICIAL SEAL PATRICIA L BARSANTI NOTARY PUBLIC - STATE OF ILLI IM MY COMMISSION EXPIRES:02/19/20