Loading...
HomeMy WebLinkAbout7.4 Authorizing the Acquisition of the property at 111 E. Rand Road BoardDocs® ProPage 1 of 4 Agenda Item Details MeetingMay 15, 2018 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - 7:00 p.m. Category7. NEW BUSINESS Subject7.4 1st reading of AN ORDINANCE AUTHORIZING THE ACQUISITION OF THE PROPERTY LOCATED AT 111 E. RAND ROAD FOR THE PURPOSES OF A FUTURE FIRE STATION 13 AND FIRE DEPARTMENT HEADQUARTERS. AccessPublic TypeAction Preferred DateMay 15, 2018 Absolute DateMay 15, 2018 Fiscal ImpactYes Dollar Amount1,477,500.00 Recommended ActionAdopt the Ordinance authorizing the acquisition 111 E. Rand Road for the purposes of a future Fire Station 13 and Fire Department Headquarters. Public Content Information FGM Architects completed as Space Needs Analysis Study in November 2017, which was presented to the Village Board. Although the Fire Department’s space needs, at 28,646 SF, could be accommodated with the vacancy of police, there are still concerns highlighted in the study that would still apply: • The residential spaces are not on the same floor as the apparatus bay, leading to delay in response time during an emergency • The building’s angled positioning on the site creates line of sight issues and difficult maneuverability to get the ladder truck and other vehicles back into the bays • A remodel of the interior of the existing building would be necessary to address space concerns in the office, bunk, training, and storage areas. In addition to layout concerns, the existing Station 13 building has budgeted maintenance expenses which are significant. Many of these expenses have been deferred for the last several years as we studied the possibility of a new facility. Here are some examples: 2019 BudgetGarage sprinkler replacement:$105,000 Parking deck structural repairs:$623,000 Window replacement$230,000 2020 BudgetRepair garage roof drains/remove planter$255,000 Building tuckpointing$100,000 Total$1,313,000 The relocation of the Police Headquarters out of 112 E. Northwest Hwy to a new facility sparked additional discussion on next steps for the Station 13 building. Staff, including the Fire Chief and other members of the https://www.boarddocs.com/il/vomp/Board.nsf/Private?open&login6/8/2018 BoardDocs® ProPage 2 of 4 Leadership Team, held many internal meetings to understand the existing conditions related to Station 13 calls and what can be done to help address any areas where coverage was not ideal. Staff contracted with the Illinois Fire Chief’s Association (IFCA) to assist the Village in understanding where the best locations would be for Station 13, should it be relocated. The IFCA used historical data provided by the Fire Department to analyze current response time conditions. In addition, the Village provided the IFCA locations to evaluate for a future fire station. These locations were: the current station location (no change), northwest corner of Central & Main, Gregory Park, and 111 E. Rand Road. There are certain parameters to the study which help determine favorable locations for Station 13: the Fire Department’s four minute response time goal, noting the existing location of Station 14 which would not change, and historical data on actual calls throughout the Village were included in the Illinois Fire Chiefs Association’s analysis. The study indicates that relocating Station 13 to 111 E. Rand Road (MB Financial) will result in a significant improvement in EMS and Fire response times throughout District 13 as well as Station 14. The results of this study were presented to the board at the April 10 Committee of the Whole. Support for 111 E. Rand Road Location of the physical fire station is a constant that can be controlled, and the Village should place the fire station in the ideal location. 111 E. Rand Road’s dual frontages on both Rand and 83/Main Street are vital to the achieving the four minute targeted response time throughout the district; there will be a significant reduction in response times when compared to the current location. The predictive modeling shown in the IFC’s report, which uses Village historical data, indicates the 111 E. Rand Road location would reduce response to significant target hazards such as Prospect High School, Randhurst Village, Kensington Business Center, the Boxwood Community, and multi-family residences at the northern border. The Illinois Fire Chief Association report clearly states that relocating Station 13 “reveals a definite improvements to the overall travel times” and the 111 E. Rand Road location “would prove to be the best overall location for Station 13”. In addition to location, the property itself (at 2.75 acres) is large enough to accommodate both the Fire Administration and the Fire Prevention Bureau. Although separating fire department operations from the administration is possible, having both entities in one location is more effective and efficient with communication and operations. Other locations in the IFC report would require new construction and do not support a large enough facility to include Fire Administration and the Fire Prevention Bureau. FGM’s Space Needs Analysis study indicates a stand-alone Fire Station with Headquarters would require 28,646 square feet, with a minimum lot size of 2.23 acres and notes access to two different streets as ideal. The condition of the existing building, with its single-floor layout and space to accommodate truck bays, makes the property an ideal candidate for adaptive re-use. Costs estimated by FGM in the Space Needs Analysis range from $11.8M (low) to $12.7 (high end); these estimates are for construction, fees, soft costs, furniture, and contingency, but they do not include land acquisition. However, the building at 111 E. Rand Road has an ideal orientation on the site and is in very good condition, making it an excellent candidate for adaptive re-use. The total budget estimate, including property acquisition, to relocate Fire administrative headquarters and Station 13 to 111 E. Rand Road is $10,378,000. This is a savings of $3.70M when compared to a new construction alternative, as noted in the Space Needs Analysis study. Anticipated Costs MB Financial representatives have been working with staff on potential property acquisition; the bank has agreed to allow the Village the opportunity to study the acquisition before they put the property on the open market. Village real estate broker Mark Baumhart, from Arthur J. Rodgers, worked with MaRouse & Company to complete an appraisal. As of April 4, 2018, the property at 111 E. Rand appraised at $1.4 million. MB Financial’s internal valuation was in the $14 - $15 per-square-foot range, resulting in $1.68 - $1.8 million. On May 10, 2018, the Village received the sales contract (attached) indicating a purchase price of $1,477,500. Due Diligence The Village is requested a 60 day due diligence period, which is included in the real estate sale contract. During this time, the Village will complete Phase I Environmental Report. Additional public meetings will be held to educate and inform the public of the plans, including potential architectural design and internal layout. Architectural Design and Construction Similar to the process for Police Headquarters at 799 Biermann Court, the Village will be working with FGM https://www.boarddocs.com/il/vomp/Board.nsf/Private?open&login6/8/2018 BoardDocs® ProPage 3 of 4 Architects to prepare concept plans and elevations, which will be used for a future upcoming Committee of the Whole, Board and other public meetings. The goal is to have a preliminary interior building layout completed, along with two possible exterior designs for the building. The Village is seeking to work with FGM for architectural services. If the board approves the land acquisition for 111 E. Rand Rd, the contract for architectural services will be reviewed by the Village Board at a future meeting. The Village will also invite several firms to bid on the construction management contract for this project, should it move forward. The architect and construction manager play a significant role in keeping costs in line throughout the design process by working hand in hand with Staff to balance the value of the space within the building without exceeding cost expectations. Financing Plan Staff worked with the Village’s financial advisor PMA on a funding plan for the purchase and construction of a new police headquarters at 799 Biermann Court. This plan will also cover the purchase of 111 E. Rand Road and the construction of a new fire station and fire department administration. The plan is structured to ensure the current tax levy plan is not impacted/increased. Elements of the plan include the refinancing of callable Series 2009 bonds, use of capitalized interest, and the planned drawdown of excess reserves. The refinancing of the Series 2009 bonds will be consistent with past practice where the amortization schedule of the refunded bonds will not extend beyond that of the original issue. Savings will be front loaded to allow capacity for the new debt. The new debt is expected to be issued in October 2018 and amortized over a period of twenty-five years at an estimated interest rate of 3.99%. Depending on possible future debt financing needs of the Library, the planned drawdown of excess reserves is between $650K and $2.1 million. This approach allows this critical project to move forward without raising property taxes. TIF Impact Relocation of both police and fire from the 112 E. Northwest Highway location gives redevelopment potential to the parcel. Since this property is owned by the Village, the Village Board will ultimately have the authority to shape the future of this parcel. Located in the Prospect and Main TIF, any redevelopment which occurs on this site will result in property tax generation – which feeds directly into the TIF and spurring financing for future downtown TIF projects. Alternatives 1. Adopt the Ordinance authorizing the acquisition of 111 E. Rand Road for the purposes of a future fire station and fire department headquarters. 2. Action at discretion of Village Board. Staff Recommendation The relocation of the police headquarters out of 112 E. Northwest Hwy opened the discussion for potential relocation of Fire Station #13. As presented at the April 10 COW and noted throughout the memo, 111 E. Rand Road parcel is an ideal location for Station 13. The study by the Illinois Fire Chief’s Association indicates that relocating Station 13 to 111 E. Rand Road will result in a significant improvement in EMS and Fire response times throughout District 13 as well as Station 14’s district. The availability of the property at appraisal value, and the adaptive re-use savings of $3.70M when compared to a new construction alternative, are ideal. Additionally, relocating Police and Fire facilities from the downtown site at 112 E. Northwest Hwy allows for the potential redevelopment of prime real estate within the Prospect and Main TIF. Any redevelopment on the site will be a tax increment gain, given the site generates zero property taxes currently. Therefore, staff recommends approval of the ordinance in support of the contract to purchase 111 E. Rand Road. 111 E RAND.pdf (79 KB)111 E RAND CONTACT.pdf (259 KB) Administrative Content https://www.boarddocs.com/il/vomp/Board.nsf/Private?open&login6/8/2018 BoardDocs® ProPage 4 of 4 Executive Content Motion & Voting Adopt the Ordinance authorizing the acquisition 111 E. Rand Road for the purposes of a future Fire Station 13 and Fire Department Headquarters. Motion by Michael Zadel, second by Richard Rogers. Final Resolution: Motion Carries Yea: William Grossi, Richard Rogers, Colleen Saccotelli, Michael Zadel Nay: Paul Hoefert https://www.boarddocs.com/il/vomp/Board.nsf/Private?open&login6/8/2018 ORDINANCE NO. _______ AN ORDINANCE AUTHORIZING A REAL ESTATE SALE AGREEMENT (111 EAST RAND ROAD, MOUNT PROSPECT, ILLINOIS) NOW, THEREFORE, BE IT ORDAINED, by the President and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: SECTION 1: The President and Board of Trustees of the Village find as follows: A. The Village of Mount Prospect Village pursuant to Section 7 of Article VII of the Constitution of the State of Illinois. B. The State of Illinois has adopted tax increment financing pursuant to the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., as amended from time to time (the Act C. Pursuant to its powers and in accordance with the TIF Act, and pursuant to Ordinance Nos. 6293, 6294 and 6295, adopted January 17, 2017, the Prospect and Main Tax Increment Financing District formed as a TIF district, for a twenty-three (23) year period. Ordinance Nos. 6293, 6294 and 6295 are incorporated herein by reference. D. Pursuant to and in accordance with the TIF Act and the Ordinances establishing the TIF District, the Corporate Authorities of the Village are empowered under Section 3(q)(8) of the TIF Act, 65 ILCS 5/11-74.4-3(q)(8), to pay for relocation costs from the TIF District fund, as the Village determines that certain relocation costs shall be paid from the TIF District fund in furtherance of the Redevelopment Plan and Project for the TIF District Section I.E. below. E. MB Financial Bank, N.A., a national banking association Seller owner of the real estate and appurtenances attached thereto for the property located at 111 East Rand Road, Illinois Subject Property Subject Property is outside the boundaries of the TIF District, but which Subject Property is necessary to acquire in order to allow for relocation of t Fire Station from property located within the TIF District, to make the Police and Fire Station property available for redevelopment in furtherance of the Redevelopment Plan and Project for the TIF District. F. The Village desires to acquire the Subject Property in furtherance of the Redevelopment Plan and Project for the TIF District, for a purchase price of One Million Four Hundred and Seventy Seven Thousand Five Hundred and No/100 Dollars ($1,477,500.00) (the . 396489_1 1 G. It is the desire of the Seller to convey the Subject Property to the Village for the Purchase Price Estate Sale Contract attached hereto as EXHIBIT A Agreement H. It is in the best interest of the Village to acquire the Subject Property, to ensure that redevelopment within the TIF District continues. SECTION 2: Based upon the foregoing, the Village President, Village Clerk and Village Manager, or their designees, be and are hereby authorized and directed to purchase the Subject Property for the Purchase Price pursuant to the terms and conditions set forth in the Agreement, and they are further authorized and directed to execute and deliver such other instruments, including the Agreement, as may be necessary or convenient to consummate such purchase. SECTION 3: This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. ADOPTED this ___ day of May, 2018, pursuant to a roll call vote as follows: AYES:___________________________________________ NAYS:___________________________________________ ABSENT:_________________________________________ APPROVED this ___ day of May, 2018, by the Village President of the Village of Mount Prospect, and attested by the Village Clerk, on the same day. _____________________________________ Village President APPROVED and FILED in my office this ___ day of _________, 2018 and published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois. ATTEST: ____________________________________ Village Clerk 396489_1 2 EXHIBIT A REAL ESTATE SALE CONTRACT (attached) 396489_1 \[Retail/Industrial\] REAL ESTATE SALE CONTRACT THIS REAL ESTATE SALE CONTRACT into as of the as set forth below between MB Financial Bank, N.A. a national banking association Village of Mount Prospect, an Illinois municipal corporation R E C I T A L S: A. Seller is the owner of real, personal property and the other property described herein. B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Property, as hereinafter defined, on the following terms and conditions. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is hereby agreed as follows: 1. Sale. Seller hereby agrees to sell and deliver, or cause to be sold and delivered, to Purchaser and Purchaser hereby agrees to purchase from Seller, subject and pursuant to the provisions of th (a) Fee simple interest in and to which is legally described on the attached Exhibit A and located at 111 East Rand Road, Mount Prospect, Illinois; (b) located on the Land; and (c) All personal property and rights of Seller of every kind and description, tangible and intangible, located upon the Land or the Improvements, on the Closing Date (collectively, . The Parties acknowledge and agree that all furniture and fixtures currently located on the Land or the Improvements, other than computers, equipment (other than equipment necessary to operate the Improvements) and security equipment, which Seller may elect to remove prior to Closing, shall remain with the Land and Improvements, and be conveyed pursuant to this subsection via Bill of Sale in the form attached as Exhibit E. 2. Purchase Price; Payment of Purchase Price. The purchase price for the of One Million Four Hundred and Seventy Seven Thousand Five Hundred and No/100 Dollars ($1,477,500.00), plus or minus prorations as set forth in Paragraph 9 below: (a) Earnest Money. Within five (5) business days of the Effective Date, Seller, Purchaser and a duly authorized representative of the Chicago Office of Chicago Title Insurance 396304_3 Escrow Agreement, in the form attached hereto as Exhibit B, (th and Fifty Thousand and No/100ths Dollars ($50,000.00) to be held by the Title Company in accordance with the terms of the Escrow Instructions Earnest Money shall be invested as Purchaser may direct investment borne by Purchaser and all interest added to the Earnest Money. Any and all interest earned on t (b) Balance of Purchase Price. The balance of the entire Purchase Price, plus or minus prorations as set forth herein, shall be paid by Purchaser to Seller at the Closing (as hereinafter defined) by wire transfer of good federal funds to an account designated by the Title Company for the benefit of Seller. 3. Possession. Possession of the Property (together with keys and combinations and codes to all locks and alarms, if any) shall be delivered to Purchaser on the Closing Date (as hereinafter defined), subject to such matters as are permitted by or pursuant to this Agreement. 4. Closing. 10 a.m. (Chicago, Illinois time) on the day that is thirty (30) days after the expiration of the Inspection Period (as defined below), at the Chicago office of the Title Company located at 10 South LaSalle Street, Suite 3100, Chicago, IL or at such other time and place as Seller and Purchaser shall agree in writing. The date on which the Closing occurs is hereinafter referred to as the escrowee, and neither party shall be obligated to attend such Closing in person. The cost of the escrow closing shall be shared equally by Seller and Purchaser. 5. Title Matters. Seller shall, within fifteen (15) days after the Effective Date, deliver to Purchaser a current commitment for including all documents of record Price, issued by the Title Company. Purchaser may obtain, within the Inspection Period (as hereinafter defined), at Purchaser ten (10) business days after the date hereof. If Purchaser elects to obtain the Survey, Purchaser shall promptly upon receipt deliver copies of the Survey to Seller and Title Company, and request Title Company review the Survey and include any survey matters in the Title Commitment. Purchaser shall have ten (10) business days after the later of the receipt of the Title Commitment or the Survey, if Purchaser has elected to order same If Purchaser elects not to obtain a Survey, any exceptions raised in the Title Commitment related to matters that would be addressed in a Survey, shall not be Unpermitted Exceptions. Failure of Purchaser to deliver the Title Notice to Seller within the Title Objection Period shall be deemed to be an election by Purchaser to accept the conveyance of the Property subject to all of the exceptions to title set mitted forth in the Title Commitment and not specified in the Title Notice as Unpermitted Exceptions 396304_3 2 r. If Purchaser delivers the Title Notice to Seller within the Title Objection Period, Seller shall have the right, but not the obligation, at business day period following receipt of the Title Notice (the Commitment or (2) cause the Title Company to issue an endorsement (on a form customarily used by the Title Company) insuring Purchaser against loss or damage to Purchaser that may be caused by such Unpermitted Exceptions in which event the endorsed exceptions shall be . If Seller does not cause, or elects not to cause, the Unpermitted Exceptions to be removed from the Title Commitment or to be endorsed over (or agree to cause such matters to be removed or endorsed over prior to Closing) within the Title Cure Period, Purchaser, as its sole right and remedy on account thereof, shall have the right to elect (such election to be exercised by written notice thereof delivered to Seller within five (5) business days after the expiration of the Title Cure Period) either to (x) terminate this Agreement, in which event the Earnest Money shall be returned to Purchaser and, except as otherwise expressly provided herein to the contrary, neither party hereto shall have any further rights or liabilities under this Agreement accruing after said termination; provided, however, that such termination shall not relieve either Purchaser or Seller from liabilities and obligations arising from or attributable to the acts or omissions of such party occurring prior to the effective date of such termination; or (y) accept the conveyance of the Property subject to such Unpermitted Exceptions in which event, such Unpermitted Exceptions shall Purchaser will be deemed to have waived the uncured objections and to approve the title as 6. Inspection Period; Insurance. (a) Purchaser shall have until 5:00 p.m. (Chicago, Illinois time) on the day that is sixty (60) days after the Effective Date -invasive to perform any invasive testing at the Property or to take any other action which might damage the Prope If any damage occurs at the Property as a result of the Studies or any activities upon the Property , Purchaser shall promptly restore the Property to the condition that existed prior to the commencement of the Studies or and the Seller Related Parties (as hereinafter defined) as hereinafter set forth, such indemnity to survive Closing or termination of this Agreement. Subject to the terms and conditions hereof, Seller e reasonable hours for the purpose of conducting the Studies. Purchaser agrees that Seller may have a representative present at any inspection or other entry upon the Property by Purchaser or , at its sole option and in its sole discretion, to elect to continue or to terminate this Agreement by providing Seller with written to elect to continue this Agreement prior to the termination of the Inspection Period shall be 396304_3 3 deemed a termination of this Agreement. If Purchaser terminates this Agreement in accordance with the provisions of this Paragraph 6 on or prior to the expiration of the Inspection Period, or if this Agreement is deemed terminated as provided above, the Earnest Money shall be returned to Purchaser, and the parties shall so instruct the Title Company within one (1) day after request for such instruction by either party. After disbursement of the Earnest Money as stated in the preceding sentence, except as otherwise provided herein to the contrary, neither party hereto shall have any further rights or liabilities under this Agreement first accruing after said termination. Purchaser shall be solely responsible for paying all costs and expenses with respect to all of the Studies. Purchaser agrees to inform Seller of the status of the Studies periodically during the Inspection Period and to give Seller copies of all completed Studies, at no cost or expense to Seller. (b) Prior to the commencement of the Studies, Purchaser, at its sole cost, shall obtain and shall thereafter maintain in full force and effect until the Closing or the termination of this Agreement, the insurance described on Exhibit C attached hereto for acts of Purchaser, its employees or agents at the Property. Such insurance shall name Seller, MB Financial Bank, N.A., and such other persons as may be designated by Seller as additional insureds thereunder. Prior to commencement of the Studies or any other tests, inspections or other work at the Property, Purchaser shall deliver to Seller a certificate or certificates of insurance of all insurance policies to be maintained by Purchaser as provided herein. Such insurance shall not constitute the limit of liability of Purchaser under this Agreement. (c) Within five (5) business days of the Effective Date, Seller will provide Purchaser with access to or copies of any surveys, environmental reports, geotechnical studies and any other plans or studies Seller Materialsion and any be delivered or available to Purchaser. Notwithstanding any other provision of this Agreement, Purchaser acknowledges and agrees that Seller has made no representations or warranties as to ls. (d) Seller will terminate or cause to be terminated effective as of the Closing Date, all maintenance, utility and service contracts relating to the Property . 7. Closing Documents. (a) Seller shall deliver to the Title Company the following documents on the Closing Date: (i) A special warranty deed in the form attached hereto as Exhibit D, subject to the Permitted Exceptions and sufficient to permit the Title Company to issue a title policy to Purchaser at Closing in accordance with the terms hereof, subject only to the ; (ii) A bill of sale in the form attached hereto as Exhibit E; (iii) A closing statement (the and adjustments to the Purchase Price as required by the terms of this Agreement; 396304_3 4 (iv) State, county and local transfer tax declarations to the extent required by applicable laws; (v) and authority and such other customary affidavits and instruments as the Title Company may reasonably require to issue the Title Policy; (vi) A Certificate of Non-Foreign Status executed by Seller; (vii) All keys to the Property and any required code or combination numbers, passes or other similar security devices to the extent the same are in the possession of Seller. (b) Purchaser shall deliver to the Title Company the following documents on the Closing Date: (i) The balance of the Purchase Price as set forth in Paragraph 2(b) above; (ii) Counterparts of any documents referenced in Paragraph 7(a) requiring (iii) and such other customary affidavits and instruments as the Title Company may reasonably require to issue the Title Policy. 8. Transaction Costs. Purchaser shall be responsible any endorsements to the Title Policy to be issued at Closing other than those required to cure Unpermitted Exceptions which Seller expressly agrees to cure in accordance with the terms hereof, costs of any Survey, recording costs and any other expenses due from or incurred by Purchaser. Seller shall pay the base premium for the Title Policy to be issued at Closing and the cost of any title endorsements required to cure Unpermitted Exceptions which Seller expressly agrees to cure in accordance with the terms hereof. As the Purchaser is a municipal corporation, the transaction is exempt from municipal, county and state transfer tax and Purchaser and Seller shall cooperate to effectuate an exempt transaction. Seller and Purchaser shall each pay one-half of any escrow be responsible for the costs relating to any financing obtained by Purchaser. Seller and Purchaser shall each be responsible for the fees of their respective attorneys. Purchaser shall pay the cost of all recording fees for the deed and other documents filed or recorded in connection with the transactions contemplated by this Agreement; provided, however, that Seller shall pay all recording fees for all documents required to remove any Unpermitted Exceptions to the extent agreed to be cured by Seller in accordance with the terms hereof. 9. Prorations. Prior to the Closing, Seller shall determine the amounts of the prorations in accordance with this Agreement and notify Purchaser thereof. Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed. The prorations shall be calculated as of 11:59 p.m. on the day immediately preceding the Closing Date. Thereafter, Purchaser and Seller shall each inform 396304_3 5 Title Company of such amounts. The following items shall be prorated as of the Closing Date and shall be deducted from or added to the Purchase Price, as appropriate, payable at the Closing: (a) Non-delinquent general real estate taxes for the Property shall be prorated based on 110% of the most recent tax bill(s) for the Property. As the Purchaser is a municipal corporation, the property will be tax exempt post-Closing. Seller and Purchaser agree to cooperate on obtaining said exemption. Seller reserves the right to appeal the taxes for the year of Closing and prior years and obtain any reductions, certificates of error, objections or other refunds. Seller and Purchaser agree to re-prorate the taxes for the year of Closing. (b) All operating expenses of the Property which pertain to a period both prior to and after the Closing Date, including, without limitation, utility charges (including, without limitation, water and sewer charges) based on the last ascertainable bills (if current bills are not available) if and to the extent that final meter readings cannot be made and separate bills issued to Seller and Purchaser by the utility suppliers prior to the Closing Date; provided, however, that Seller and Purchaser hereby agree to cooperate to seek to have such final meter readings made prior to Closing and the account party changed to Purchaser effective as of the Closing Date. 10. Representations and Warranties; Modification of Representations and Warranties; Condition of the Property. (a) Purchaser hereby represents and warrants to Seller, as of the Effective Date and as of the Closing Date, as follows: (i) Purchaser is an Illinois municipal corporation duly organized, validly existing and in good standing under the laws of the State of Illinois (ii) Purchaser has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Purchaser pursuant hereto. (iii) The consummation of the transaction contemplated by this Agreement will not result in a breach of any of the terms and conditions of, or constitute a default under, any agreement to which Purchaser is now a party, or violate or cause to be violated any judgment or decree of any court, administrative agency or governmental body. (iv) Purchaser is experienced in and knowledgeable about the ownership and management of real estate, and it has relied and will rely exclusively on its own consultants, advisors, counsel, employees, agents, principals and/or Studies, investigations and/or inspections with respect to the Property, its condition, value and potential. Purchaser agrees that, notwithstanding the fact that it has received certain information from Seller, Purchaser has relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by Seller, except as expressly set forth in this Agreement. 396304_3 6 (v) Purchaser is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice. (vi) Neither Purchaser nor any beneficial owner of Purchaser: (A) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are (B) is a person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders. Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser shall immediately notify Seller in writing, and in such event, Seller shall have the right to terminate this Agreement immediately upon delivery of written notice thereof to Purchaser, and, to the extent permitted by applicable law, the Earnest Money shall be returned to Purchaser. (vii) None of the Purchaser, any assignee of the Purchaser, or any shareholder, director, manager, member, partner, or other equity holder of the Purchaser or assignee of the Purchaser has been, or is alleged or has been alleged by MB Financial Bank, N.A to any of the banks acquired by and now owned by MB. The representation and warranty in this paragraph will be reaffirmed at Closing. (b) Seller hereby represents and warrants to Purchaser, as of the Effective Date, as follows: (i) Except as set forth on Exhibit F there is no pending or threatened litigation against Seller or the Property which would materially affect the Property after Closing. 396304_3 7 (ii) Seller has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto. (iii) That the consummation of the transaction contemplated by this Agreement will not result in a breach of any of the terms and conditions of, or constitute a default under, any agreement to which Seller is now a party and which affects the Property, or any part thereof, or violate or cause to be violated any judgment or decree of any court, administrative agency or governmental body. Unless otherwise expressly stated in this Agreement, all representations, warranties, obligations, liabilities and covenants of Seller contained herein shall be deemed to have merged into the deed and shall not survive the Closing. Purchaser hereby waives any right to recover indirect, consequential, speculative, or punitive damages against Seller and waives any right to rescind the sale of the Property or any part thereof. In connection with this Agreement, no affiliate of Seller shall have any individual liability hereunder, and no shareholder, member, manager, officer, employee or agent of or consultant to Seller or any affiliate of Seller shall be held to any personal liability hereunder, and no resort shall be had to their property or assets, or the property or assets of any affiliate of Seller or of Seller for the satisfaction of any claims hereunder or in connection with the affairs of any affiliate of Seller or of Seller. The provisions of this paragraph shall survive the Closing or any termination of this Agreement. In the event that, prior to Closing, Seller discovers that any representation or warranty of Seller is or will be inaccurate, untrue or incorrect, Seller shall give Purchaser one or more notices of any and warranties of Seller set forth in this Agreement within five (5) business days after discovering such inaccuracy. In the event of any Seller Statement of Modification concerning a matter which materially adversely affects the use of the Property as a commercial/retail building, Purchaser shall have the right, exercisable not more than five (5) business days after its receipt of the Seller Statement of Modification to terminate this Agreement, whereupon the Earnest Money shall be returned to Purchaser and, except as otherwise expressly provided herein to the contrary, neither party hereto shall have any further rights or liabilities under this Agreement. In the event that Purchaser has the right to terminate this Agreement pursuant to the terms of this Paragraph and fails to deliver such termination notice to Seller within the time period set forth herein, then Purchaser shall be deemed to have elected to proceed to Closing, in which case, such representation or warranty shall be deemed modified and Purchaser shall be deemed to have waived its rights with respect to any such inaccurate, untrue or breached representation or warranty. (c) shall mean and be limited to the actual (and not imputed, implied or constructive) current knowledge, without inquiry, of Tracey Kukuk and Stacy Koty. Notwithstanding anything to the contrary set forth in this Agreement, none of the foregoing individuals shall have any personal liability or liability whatsoever with respect to any matters set forth in this Agreement or any of incomplete. 396304_3 8 (d) - -N AS OF THE CLOSING, AND PURCHASER AGREES THAT SELLER HAS NOT AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO PURCHASER REGARDING THE PROPERTY, THE CONDITION OF THE PROPERTY OR THE FITNESS OF THE PROPERTY FOR ANY INTENDED OR PARTICULAR USE, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, BEING HEREBY EXPRESSLY WAIVED BY PURCHASER AND DISCLAIMED BY SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO REPRESENTATION, WARRANTY, UNDERTAKING, AGREEMENT OR PROMISE, WHETHER EXPRESS OR IMPLIED THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, PARTNERS, OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, ATTORNEYS AND CONTRACTORS INCLUDING, WITHOUT LIMITATION, MB FINANCIAL BANK, N.A. AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS BUT NOT LIMITED TO, THE SIZE, USE OR TYPE OF LAND, ANY FINANCIAL INFORMATION PERTAINING TO THE OWNERSHIP OR OPERATION OF THE PROPERTY AND/OR THE IMPROVEMENTS, THE CURRENT OR PRIOR FINANCIAL STATUS, MANAGEMENT OR CONDITION OF THE PROPERTY, THE ACCURACY, OR THE COMPLIANCE OF THE PROPERTY AND/OR IMPROVEMENTS WITH APPLICABLE LAWS, OR ANY OTHER MATTER, EXCEPT AS OTHERWISE SET FORTH HEREIN. PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER HAS NOT BEEN INDUCED TO EXECUTE THIS AGREEMENT BY ANY ACT, STATEMENT OR REPRESENTATION OF SELLER OR ANY SELLER RELATED PARTIES. PURCHASER WAIVES ANY CLAIM THAT MAY EXIST FOR PATENT AND/OR LATENT DEFECTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES THAT NEITHER SELLER NOR ANY SELLER RELATED PARTIES HAVE MADE, AND HEREBY MAKES, NO REPRESENTATION OR WARRANTY PERTAINING TO THE PROPERTY WITH RESPECT TO (I) THE TOTAL AREA OF THE PROPERTY OR ANY IMPROVEMENTS; (II) THE NATURE OF THE SOIL ON AND UNDERLYING THE LAND OR ITS SUITABILITY FOR DEVELOPMENT OR ANY OTHER USE THEREOF, (III) COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH ENVIRONMENTAL LAWS OR REGULATIONS AND (IV) THE PRESENCE OR ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES. 11. RELEASE. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO ANY MATTER RELATING TO THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER, ANY SELLER RELATED PARTIES OR THIRD PARTIES REPRESENTING OR PURPORTING TO REPRESENT SELLER, WITH RESPECT THERETO. UPON CLOSING, PURCHASER 396304_3 9 SHALL ASSUME THE RISK THAT ADVERSE MATTERS REGARDING THE INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED, ON BEHALF OF ITSELF AND ON BEHALF OF ITS TRANSFEREES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, TO WAIVE, RELINQUISH, RELEASE AND FOREVER DISCHARGE SELLER AND ALL SELLER RELATED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONA KNOWN OR UNKNOWN, BY REASON OF OR ARISING OUT OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, A LATENT OR PATENT CONSTRUCTION DEFECT OR OTHER PHYSICAL CONDITION (INCLUDING, WITHOUT LIMITATION, FUNGHI, MOLD OR MILDEW) WHETHER PURSUANT TO STATUTES IN EFFECT IN THE STATE OF ILLINOIS OR ANY OTHER FEDERAL, STATE, OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION; THE EXISTENCE OF ANY HAZARDOUS MATERIAL WHATSOEVER, ON, AT, TO, IN, ABOVE, ABOUT, UNDER, FROM OR IN THE VICINITY OF THE PROPERTY; AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS WHATSOEVER REGARDING THE PROPERTY. THIS RELEASE INCLUDES CLAIMS OF WHICH PURCHASER IS PRESENTLY UNAWARE AND WHICH PURCHASER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY PURCHASER, WOULD MATERIALLY OR ANY OF THE SELLER RELATED PARTIES. IN THIS REGARD AND TO THE EXTENT PERMITTED BY LAW, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT PURCHASER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO PURCHASER MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND PURCHASER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES CONTAINED HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON BY PURCHASER IN LIGHT OF THAT REALIZATION AND THAT PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER AND ALL SELLER RELATED PARTIES FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES. azardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids to regulation under, the Comprehensive Environmental Response, Compensation and Liability , 42 U.S.C. § 9601 et seq.; the Toxic Substance Control 396304_3 10 Clean Water Ac approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinance now or hereafter in effect relating to environmental matters; and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation or ordinance, including any environmental law, now or hereafter in effect, including but not limited to (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel and their byproducts, (E) asbestos, (F) lead in water, paint or organic compounds (VOC), (K) total petroleum hydrocarbons (TPH), (L) benzene derivative (BTEX), (M) petroleum byproducts and (N) any form of mold. The provisions of this Paragraph 11 shall survive the Closing. Purchaser and Seller acknowledge and agree that the disclaimers, indemnifications and other agreements set forth herein are an integral part of this Agreement and that Seller would not have agreed to sell the Property to Purchaser for the Purchase Price and Seller would not have agreed to enter into the transaction contemplated by this Agreement without such disclaimers, indemnifications and other agreements set forth above and in Paragraph 12 below. 12. Indemnification by Purchaser. (a) Purchaser, for itself, and for its legal representatives, successors and assigns, shall indemnify, defend and forever hold harmless Seller and all Seller Related Parties from any and all claims, causes of action, suits, action, costs, expenses (including, without limitation, court and debts of every kind whatsoever at law or in equity which may be made against or suffered or incurred by the Seller Related Parties, or any of them, or which may be entered, claimed or instituted against any of the Seller Related Parties on account of or as a result of or caused by onduct the Studies or otherwise, or in any way related to the Property post-Closing. (b) If any action or proceeding shall be brought against any of the Seller Related Parties, or any of them, by reason of any claim in respect of which Purchaser has agreed to hold the Seller Related Parties harmless, Purchaser, upon notice from any of the Seller Related Parties, shall resist or defend such action or proceeding by legal counsel designated by Seller and reasonably satisfactory to Purchaser; provided, however, that anything herein to the contrary notwithstanding, Purchaser shall not and does not agree to indemnify or hold harmless the Seller Related Parties, or any of them, from any claims, costs, damages, actions or proceedings which were caused by or which arise out of any negligence or any willful or wanton act or omission of the Seller Related Parties. (c) The foregoing indemnification by Purchaser shall survive the Closing and any termination of this Agreement regardless of the basis for such termination. 396304_3 11 13. Casualty. If the Improvements shall be destroyed or damaged at any time following the Effective Date but prior to the Closing Date by fire, flood, wind or other casualty, Seller insurer or an architect retained by Seller), Purchaser shall have the option to terminate receipt of the Casualty Notice, in which event the Earnest Money shall be immediately returned to Purchaser, and except as otherwise expressly provided herein to the contrary, neither Purchaser nor Seller shall have any further rights or liabilities accruing hereunder after said termination. If Purchaser receives a Casualty Notice and does not elect to terminate this Agreement within the time and in the manner described in the immediately preceding sentence (or does not have the right to terminate this Agreement), (i) Purchaser shall accept the Improvements as so damaged or destroyed, (ii) all of the proceeds of any insurance paid prior to Closing as a result of such damage or destruction shall be assigned by Seller to Purchaser and delivered to Purchaser at Closing, (iii) the amount of the deductible with respect to the damage or destruction that resulted in such Casualty Notice shall be credited against the Purchase Price to be paid by Purchaser at the Closing; provided, if the amount of said proceeds exceeds the Purchase Price to be paid by Purchaser at the Closing, then the amount of said excess (after payment of the Purchase Price) shall be paid to and retained by Seller. Prior to the Closing Date, Seller may settle consent shall not be unreasonably withheld or unduly delayed, and receive the proceeds of insurance applicable thereto as hereinbefore provided, and Purchaser shall execute all necessary proofs of loss, assignments of claim and other items. In the event that such proceeds of insurance shall not be paid prior to the Closing Date, Seller shall pay said amount to Purchaser upon receipt of such insurance proceeds. 14. Condemnation. Upon receipt of an offer or any notice or communication from any governmental or quasi-governmental body (other than Purchaser) seeking to take under its power of eminent domain all or any portion of the Land and/or the Improvements prior to the Closing Date, Seller shall promptly notify Purchaser and send such communication, or a copy thereof, to Purchaser. Seller shall transfer the Property to Purchaser on the Closing Date less any portion thereof taken by eminent domain or condemnation; provided, however that if any eminent domain or condemnation action results in the taking or proposed taking of all or a hereinafter defined) of the Property, Purchaser shall have the right to terminate this Agreement by delivery of written notice thereof to Seller within ten (10) days after receipt by Purchaser of notice of the same. If the Closing Date would occur prior to the expiration of said ten (10) day period, then the Closing Date shall be automatically extended to the date which is five (5) days after the expiration of said ten (10) day period. In the event that Purchaser elects to terminate this Agreement in accordance with the terms hereof, then this Agreement shall be null and void and of no further force and effect and the Earnest Money shall be returned to Purchaser and, except as otherwise expressly provided herein to the contrary, neither Seller nor Purchaser shall have any further rights or liabilities occurring hereunder after said termination. If Purchaser does not elect to terminate this Agreement (or is otherwise not permitted to terminate this Agreement) and the portion of the Land and/or the Improvements so required by the condemning authority is taken on or before the Closing, then the proceeds of such condemnation or sale in lieu thereof paid prior to Closing shall be assigned by Seller to 396304_3 12 Purchaser and delivered to Purchaser at Closing, and the property so taken or sold shall not be subject to this Agreement. If (x) Purchaser has the right to terminate this Agreement pursuant to this Paragraph but does not elect to terminate and the portion of Land and/or the Improvements so required by the condemning authority is taken after the Closing Date, or (y) Purchaser does not have the right to terminate this Agreement pursuant to this Paragraph, then following the Closing, all proceeds of such condemnation or sale in lieu thereof shall be the sole and exclusive property of Purchaser. Seller and Purchaser agree to cooperate with each other to obtain the Land on which the Improvements are located, and which, if taken, would materially and adversely interfere with the operation or use of the Improvements currently existing on the Property. 15. Right, Title or Interest. No right, title or interest legal or equitable, in the Property, or any portion thereof shall vest in Purchaser until full payment of the Purchase Price has been made and Seller is obligated to convey the Property to Purchaser as provided in this Agreement. 16. Seller Default. Provided Purchaser ha obligations set forth in this Agreement and is not in default hereunder, if Seller fails to perform or observe in any material respect any of the covenants or agreements to be kept or performed by Seller under this Agreement and such failure remains uncured five (5) days after receipt of written notice thereof from Purchaser, Purchaser, at its election, shall be entitled to (i) waive ent; or (ii) terminate this Agreement, and if this Agreement is so terminated, the Earnest Money shall be returned to Purchaser, in full settlement of all claims, and, except as otherwise expressly provided herein to the contrary, neither Purchaser nor Seller shall have any further rights or liabilities accruing hereunder after said termination. Purchaser waives any right to pursue any other remedy at law or equity for such default of Seller, including, without limitation, any right to seek specific performance or to seek, claim or obtain damages, punitive damages or consequential damages. In no case shall Seller ever be liable to Purchaser under any statutory, common law, equitable or other theory of law, either prior to or following the Closing, for any damage in connection with any claim, liability, demand or cause of action in any way or manner relating to the Property, the condition of the Property, this Agreement, or any transaction or matter between the parties contemplated hereunder. 17. Purchaser Default. If Purchaser fails to perform or observe in any material respect any of the covenants or agreements to be kept or performed by Purchaser under this Agreement, and if such failure remains uncured five (5) days after receipt of written notice thereof from Seller (except that there shall be no cure period on account of the failure of Purchaser to pay any portion of the Purchase Price or any other amounts due in accordance with the terms hereof), or if any of the representations or warranties of Purchaser under this Agreement is untrue in any material respect, Seller shall be entitled, as its sole remedy, to terminate this Agreement prior to Closing, and if this Agreement is so terminated, the Earnest Money shall be delivered to and retained by Seller in full settlement as liquidated damages, and except as otherwise expressly provided herein to the contrary, neither Purchaser nor Seller shall have any further rights or liabilities accruing hereunder after said termination. 396304_3 13 18. Notices. All notices required or permitted to be delivered hereunder shall be in writing and shall be delivered in person, by overnight express carrier, by United States registered or certified mail with return receipt requested or by electronic mail. If delivered in person, such notices shall be effective on the date of delivery and, if sent by overnight express carrier, shall be effective on the next business day immediately following the day sent and, if so mailed, shall be effective at the time of deposit in any U.S. Post Office or collection box with postage prepaid and, if sent by electronic mail, shall be deemed effective on the day when sent. All notices shall be addressed as follows: MB Financial Bank, N.A. To Seller: 6111 N. River Road Rosemont, Illinois 60018 Attn: Tracey Kukuk Phone: 847-653-2417 Email: tkukuk@mbfinancial.com With copy to: MB Financial Bank, N.A. 6111 N. River Road Rosemont, Illinois 60018 Attn: Stephen Herseth Phone: 847-653-1974 Email: sherseth@mbfinancial.com Village of Mount Prospect To Purchaser: 50 South Emerson St Mount Prospect, IL 60056 Attn: Michael Cassidy, Village Manager Phone: 847-392-6000 Email: MCassady@mountprospect.org With copy to: Klein, Thorpe and Jenkins, Ltd. 20 N. Wacker Drive, Suite 1660 Chicago, IL 60606 Attn: Michael A. Marrs Phone 312-984-6419 Email: mamarrs@ktjlaw.com or at such other addresses as either party hereto may designate by giving written notice thereof to the other party hereto in the aforesaid manner. 396304_3 14 19. Assignment and Binding Effect. (a) Purchaser shall not sell, transfer or assign this Agreement or any of Purchase rights under this Agreement. (b) It is expressly agreed by Seller and Purchaser that all of the provisions of this Agreement shall be binding upon the heirs, successors, legal representatives and assigns of Seller and Purchaser, and shall inure to the benefit of all heirs, successors, assigns and legal representatives of Seller and Purchaser permitted under this Paragraph 19. 20. Intentionally Deleted. 21. Miscellaneous. (a) Commissions. Seller represents to Purchaser that it is not represented by a real estate broker. Purchaser represents to Seller that it is represented by Mark Baumhart, Arthur J. Rogers, Co who shall be paid a brokerage commission by Purchaser pursuant to separate agreement. Seller and Purchaser shall each indemnify and hold the other harmless from and against any and all claims of all other brokers and finders claiming by, through or under the indemnifying party and in any way related to the sale and purchase of the Property, this the indemnified party in connection with such claim. This Paragraph 21(a) shall survive Closing or the termination of this Agreement. (b) Entire Agreement. Both parties hereto hereby acknowledge that this Agreement constitutes the entire agreement between the parties with respect to the sale and purchase of the Property, and agree that this Agreement shall not be altered, modified or amended except by a written instrument duly executed by both parties hereto. (c) Modification. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. (d) Third Party Rights. Except as otherwise set forth in Paragraph 19 above and other than with respect to the successors and permitted assigns of Purchaser and Seller as provided in this Agreement and others who or which are expressly benefited by indemnification or other provisions of this Agreement, no person or entity shall be entitled to any of the rights or benefits accorded to Purchaser and Seller hereunder, and no person or entity shall be entitled to rely on any of the provisions hereof. (e) Time is of the Essence. Time shall be of the essence in the performance of all covenants, agreements and obligations under this Agreement. (f) Applicable Law/Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the state where the property is located without regard to The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Illinois or the United States located in the City of Chicago, Illinois for any actions, suits or proceedings arising out of or 396304_3 15 relating to the terms of this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). (g) No Joint Venture. It is understood and agreed that Purchaser and Seller shall in no event be construed for any purpose to be partners, joint venturers, agents or associates of each other in the performance of their respective obligations hereunder or with respect to the Property. (h) Captions. The captions used in connection with the paragraphs of this Agreement are for convenience of reference only and shall not be deemed to construe or limit the meaning or language of this Agreement. (i) Severability. If any provision of this Agreement, or portion thereof, is held by a court to be invalid, void or unenforceable, the remainder of such provision and the remaining provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the invalid or unenforceable provision shall be modified so as to most nearly as possible achieve the intention of this Agreement. (j) Assignment of Interest in Studies. If for any reason Purchaser does not information, data and/or documents relating to the Property or any part thereof prepared by or at the request of Purchaser, its employees and agents, and shall deliver to Seller copies of all of the foregoing. (k) Recording. At all times after the date of this Agreement, neither party shall record or permit to be recorded this Agreement, a copy of this Agreement, or any memorandum, short form Agreement or other document summarizing the terms and provisions of this Agreement. In the event of any breach by either party of the provisions contained in the immediately preceding sentence, the non-breaching party may terminate this Agreement. (l) . Should any party hereto employ an attorney for the purpose of enforcing or construing this Agreement, or any judgment based on this Agreement, in any legal proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be entitled to receive from the other party hereto reimbursement for all reasonable at appellate level, including but not limited to service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees and the costs of any bonds, and such reimbursement shall be included in any judgment, decree or final order issued in that proceeding. rendered. (m) Business Day. In the event that the date for performance of any of the provisions hereof is due on a day that is a Saturday, Sunday or Illinois state or United States national holiday, such due date shall be extended to the immediately succeeding business day. (n) Proper Execution. The submission by Seller to Purchaser of this Agreement in for acceptance and execution. Such submission shall have no binding force and effect, shall not 396304_3 16 constitute an option, and shall not confer any rights or impose any obligations upon Purchaser or Seller, irrespective of any reliance thereon, change of position or partial performance. The submission by Seller of this Agreement for execution by Purchaser and the actual execution and delivery thereof by Purchaser to Seller shall similarly have no binding force and effect on Seller unless and until Seller shall have executed this Agreement and the Earnest Money shall have been received by the Title Company. (o) Construction. No provision of this Agreement shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Agreement; both parties, being represented by counsel, having fully participated in the negotiation of this Agreement. (p) Waiver of Jury Trial. PURCHASER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENT (WHETHER ORAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT. Each party hereby authorizes and empowers the other to file this Paragraph 21(p) and this Agreement with the clerk or judge of any court of competent jurisdiction as a written consent to waiver of jury trial. (q) Counterparts. This Agreement may be executed in several counterparts and such executed counterparts shall be considered an original and, when taken together, shall constitute one and the same instrument. (r) Signatures. Handwritten signatures to this Agreement transmitted by electronic valid and effective to bind the party so signing. Each party agrees to promptly deliver to the other party an executed original of this Agreement with its actual signature, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own electronically transmitted handwritten signature and shall accept the electronically transmitted handwritten signature of the other party to this Agreement. \[signature page follows\] 396304_3 17 IN WITNESS WHEREOF, this Agreement is executed as of the day and year first written above. SELLER: MB Financial Bank, N.A. a national banking association By: __________________________________ Name: __________________________________ Title: __________________________________ ce: PURCHASER: Village of Mount Prospect, a municipal corporation By: __________________________________ Name: __________________________________ Title: __________________________________ 396304_3 18 \[Retail/Industrial\] EXHIBIT A LEGAL DESCRIPTION OF LAND Lot 1 in First Federal Savings and Loan Association of Chicago Subdivision of the Northwest Quarter of the Northeast Quarter of Section 34, Township 42 North, Range 11 East of the Third Principal Meridian in Cook County, Illinois PIN: 03-34-200-072 Property Address: 111 East Rand Road, Mount Prospect, IL A-1 \[Retail/Industrial\] EXHIBIT B FORM OF STRICT JOINT ORDER ESCROW AGREEMENT DATE: ____________, 2018 ESCROW NO. _______________ CHICAGO STRICT JOINT ORDER ESCROW AGREEMENT BETWEEN MB FINANCIAL BANK, N.A. AND VILLAGE OF MOUNT PROSPECT The parties agree as follows: 1. The accompanying funds in the aggregate amount of $50,000 is being or shall be , and to be delivered by the Title Company, as escrowee, only upon the joint written order of Seller and Purchaser or their respective legal representatives or assigns. 2. The Title Company, as escrowee, is hereby authorized to disregard, in its sole discretion, any and all notices or warnings given by any of the parties hereto, or by any other person or corporation, but the said escrowee is hereby expressly authorized to regard and to comply with and obey any and all orders, judgments or decrees entered or issued by any court with or without jurisdiction, and in case the said escrowee obeys or complies with any such order, judgment or decree of any court it shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being entered without jurisdiction or being subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this escrow, to which said escrowee is or may at any time become a party, escrowee shall have a lien on the deposit hereof for any and all reasonable costs and attorneys fees, whether such attorneys shall be regularly retained or specially employed, and any other expenses which it may have incurred or become liable for on account thereof, and it shall be entitled to reimburse itself therefore out of said deposit, and the undersigned jointly and severally agree to pay said escrowee upon demand all such reasonable costs, fees and expenses so incurred. 3. In no case shall the above-mentioned deposit be surrendered except in strict compliance with the terms hereof or in obedience of the process or order of a court as aforesaid. 4. The Title Company shall deposit the funds held hereunder in a segregated account in a federally insured financial institution. Seller and Purchaser acknowledge that the funds Sale Contract dated as of ____________, 2018 b B-1 escrowee, necessary to cause the Earnest Money to be disbursed in accordance with the provisions of the Sale Agreement. 5. Any changes to the terms or conditions of this Escrow Agreement must be made in writing and signed by Seller and Purchaser or their legal representatives or assigns and accepted by the Title Company, as escrowee. SELLER: MB Financial Bank, N.A. a national banking association By: __________________________________ Name: __________________________________ Title: __________________________________ PURCHASER: Village of Mount Prospect, a municipal corporation By: __________________________________ Name: __________________________________ Title: __________________________________ ESCROWEE: CHICAGO TITLE INSURANCE COMPANY By: __________________________________ Name: __________________________________ Title: __________________________________ B-2 EXHIBIT C INSURANCE REQUIREMENTS Purchaser shall obtain comprehensive general public liability insurance on an occurrence basis with minimum limits of liability in an amount of One Million Dollars ($1,000,000) for bodily injury or personal injury to or death of person(s) or damage to property All such insurance policies shall: (1) be issued by one or more responsible insurance companies reasonably satisfactory to Seller; (2) provide that deductible amounts be no more than Five Thousand Dollars ($5,000): (3) provide that such insurance shall not expire prior to December 31, 2018 and (4) contain broad form contractual liability endorsements insuring Purc obligations of indemnification under this Agreement. C-1 EXHIBIT D FORM OF SPECIAL WARRANTY DEED THIS INSTRUMENT PREPARED BY: ______________________ ______________________ ______________________ ______________________ AFTER RECORDING, RETURN TO: ______________________ ______________________ ______________________ ______________________ SPECIAL WARRANTY DEED For the consideration of the sum of Ten Dollars ($10.00) and other valuable considerations received, , a(n) _________________________ , a(n) ___________________ thereto: SEE EXHIBIT A ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO: the permitted exceptions set forth on Exhibit B attached hereto and by this reference made a part hereof.AND GRANTOR hereby binds itself and its successors to period in which Grantor has owned the Property and no other, subject to the matters set forth on Exhibit B. Restrictive Covenant. Without limiting the nature of this special warranty deed, such conveyance shall be subject to the following restrictive covenants: (a) Grantee, on behalf of itself and its successors and assigns, hereby agrees that the Property shall, for a period of ten (10) years from the date of this Deed, not be used or occupied, in whole or in part, for any retail or commercial bank, savings and loan, credit union, mortgage D-1 company, financial institution which accepts deposits or makes loans, or for any other similar purpose. (b) Grantor, its successors and assigns shall have the right to enforce, by any proceeding at law or in equity, the restrictive covenant imposed hereby. Any owner or occupant of the Property found to be in violation by a court of competent jurisdiction of any of the foregoing shall also be liable for reasonable attorney's fees incurred by Grantor, its successors and assigns in prosecuting such action. The amount of such attorney's fees together with court costs, if unpaid, shall constitute a lien against the Property, enforceable in accordance with applicable law. Failure by Grantor, its successors and assigns, to enforce the covenant herein contained shall in no event be deemed a waiver of the right to do so thereafter. (c) Invalidation of any portion of this restrictive covenant by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. If and to the extent that any of portion of this restrictive covenant would otherwise be unlawful or void for violation of (i) the rule restricting restraints on alienation, or (ii) any other applicable statute or common law rule analogous thereto or otherwise imposing limitations upon the time for which such covenants may be valid, then the provision concerned shall continue and endure for the maximum period of time as permitted by applicable law or as deemed permissible by a court of competent jurisdiction. (d) All the reservations, restrictions and conditions herein contained shall run with the land and shall inure to the benefit of and be binding upon Grantee, Grantor and each subsequent holder of any interest in any portion of the Property conveyed hereby and their grantees, successors and assigns with the same full force and effect for all purposes as though set forth at length in each and every conveyance of the Property conveyed hereby or any part thereof. IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed this ___________ day of __________________, 201_. GRANTOR: By: Name: Title: STATE OF ______________ ) ) SS D-2 COUNTY OF __________ ) I, _________________________________, a notary public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that _____________________, the of MB Financial Bank, N.A., personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument ashis/her/their free and voluntary act in his/her/their capacity as , for the uses and purposes therein set forth. GIVEN under my hand and official seal this _____ day of , 201_. ____________________________________ Notary Public My Commission Expires _________{SEAL} Mail Future Tax Bills To: ______________________ ______________________ ______________________ ______________________ D-3 EXHIBIT E FORM OF BILL OF SALE BILL OF SALE ________________, 201_, by having offices at ____________________________, in favor of _______________ a(n) . 1. Real Property described on Exhibit A attached hereto. 2. Personal Property personal property located at the Real Property which are described in Exhibit B attached to this Bill of Sale. 3. Sale. For good and valuable consideration received by Seller, the receipt and sufficiency of which are hereby acknowledged, Seller hereby sells, assigns and transfers the Personal Property to Purchaser. Seller makes no warranties or representations as to the Personal QUALITY, FITNESS AND MERCHANTABILITY ARE HEREBY EXCLUDED. IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the day and year first above written. SELLER: By: Name: Title: E-1 Exhibit A to Bill of Sale LEGAL DESCRIPTION OF REAL PROPERTY Lot 1 in First Federal Savings and Loan Association of Chicago Subdivision of the Northwest Quarter of the Northeast Quarter of Section 34, Township 42 North, Range 11 East of the Third Principal Meridian in Cook County, Illinois PIN: 03-34-200-072 Property Address: 111 East Rand Road, Mount Prospect, IL F-1 Exhibit B to Bill of Sale PERSONAL PROPERTY All furniture, fixtures and equipment at the Real Property on the Closing Date. F-1 EXHIBIT F PENDING LITIGATION NONE F-1