HomeMy WebLinkAboutOrd 6394 05/15/2018 A Real Estate Agreement (111 East Rand Road)ORDINANCE NO. 6394
AN ORDINANCE AUTHORIZING A REAL ESTATE SALE AGREEMENT
I11, 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 (the "Village") is a home rule municipality
pursuant to Section 7 of Article VI I 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 "TIF 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 (the "TIF District") was
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, including for the acquisition of the "Subject Property," as defined in
Section I.E. below.
E. MB Financial Bank, N.A., a national banking association (the "Seller") is
owner of the real estate and appurtenances attached thereto for the property
located at 111 East Rand Road, Illinois (the "Subject Property"), which
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
the Village's Police and 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 "Purchase Price").
396489x_1
G. It is the desire of the Seller to convey the Subject Property to the Village for
the Purchase Price on the terms set forth in the "Real Estate Sale Contract,"
attached hereto as EXHIBIT A and made a part hereof ("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 15th day of May, 2018, pursuant to a roll call vote as follows:
AYES: Grossi, Rogers, Saccotelli, Zadel
NAYS: Hoefert
ABSENT: Hatzis
APPROVED this 15th day of May, 2018, by the Village President of the Village
of Mount Prospect, and attested by the Village Clerk, on the same day.
Villag resident
APPROVED and FILED in my office this 16th day of May, 2018 and
published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois,
ATTEST:
Vi age Clerk
3964891
EXHIBIT A
REAL ESTATE SALE CONTRACT
(attached)
3964891
[Retail/Industrial]
REAL ESTATE SALE CONTRACT
THIS REAL ESTATE SALE CONTRACT (this "Agreement") is made and entered
into as of the date of Seller's acceptance as set forth below (the "Effective Date"), by and
between MB Financial Bank, N.A. a national banking association ("Seller"), and Village of
Mount Prospect, an Illinois municipal corporation ("Purchaser").
RECITALS:
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 this Agreement, all of Seller's right, title and interest in and to the following
property (collectively, the "Property"):
(a) Fee simple interest in and to that certain land (collectively, the "Land") which is
legally described on the attached Exhibit A and located at I I I East Rand Road, Mount Prospect,
Illinois;
(b) All buildings, improvements, and fixtures (collectively, the "Improvements")
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 "Personalty"). 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. Pure lsase Price.° Payment of t'urcfiase Price. The purchase price for the
Property (the "Purchase Price") shall be an amount equal to the sum of One Million Four
Hundred and Seventy Seven Thousand Five Hundred and No/]00 Dollars ($1,477,500.00), plus
or minus prorations as set forth in Paragraph 9 below:
(a) Earnest Monev. 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
shall be deemed to be "Permitted Exceptions" hereunder. If Purchaser delivers the Title Notice
to Seller within the Title Objection Period, Seller shall have the right, but not the obligation, at
Seller's cost, during the five (5) business day period following receipt of the Title Notice (the
"Title Cure Period") to (1) cause the Unpermitted Exceptions to be removed from the Title
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
"Permitted Exceptions". 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 be deemed to be "Permitted
Exceptions" hereunder and the Purchase Price shall not be reduced on account of such matters.
If Seller does not timely receive notice of Purchaser's election to terminate under this Section,
Purchaser will be deemed to have waived the uncured objections and to approve the title as
shown in the Title Commitment and such uncured objections shall become "Permitted
Exceptions".
6. in ection 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 (the "Inspection Period") to conduct a non-invasive
physical inspection of the Property (collectively, the "Studies"). Purchaser shall not be entitled
to perform any invasive testing at the Property or to take any other action which might damage
the Property without Seller's written consent, which may be withheld in Seller's sole discretion.
If any damage occurs at the Property as a result of the Studies or any activities upon the Property
by Purchaser or any of Purchaser's Agents (as hereinafter defined), Purchaser shall promptly
restore the Property to the condition that existed prior to the commencement of the Studies or
such other activities, at Purchaser's sole cost and expense, and shall indemnify the Seller 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
agrees to allow Purchaser and Purchaser's attorneys, architects, engineers, auditors and other
experts and representatives (collectively, "Purchaser"s Agents") access to the Property during
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
any of Purchaser's Agents. Purchaser shall have the right, at its sole option and in its sole
discretion, to elect to continue or to terminate this Agreement by providing Seller with written
notice of Purchaser's election prior to the expiration of the Inspection Period. Purchaser's failure
to elect to continue this Agreement prior to the termination of the Inspection Period shall be
3963043
(iv) State, county and local transfer tax declarations to the extent required by
applicable laws;
(v) Such evidence of Seller's power 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
Purchaser's signature; and
(iii) Such evidence of Purchaser's power and authority 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
fees (including "New York Style" closing fees) charged by the Title Company. Purchaser shall
be responsible for the costs of Purchaser's Studies and other due diligence activities and any
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
3963043
(v) Purchaser is in compliance with the requirements of Executive Order No.
13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "Order") and other similar requirements
contained in the rules and regulations of the Office of Foreign Assets Control,
Department of the Treasury ("OFAC") and in any enabling legislation or other Executive
Orders or regulations in respect thereof (the Order and such other rules, regulations,
legislation, or orders are collectively called the "Orders"). 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
collectively referred to as the "Lists");
(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
("MB") to be in default of any loan obligation with MB, whether directly or indirectly, or
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 attached hereto, to Seller's knowledge,
there is no pending or threatened litigation against Seller or the Property which would
materially affect the Property after Closing.
396304_3
(d) PURCHASER SHALL ACCEPT THE PROPERTY IN AN "AS -IS" AND
"WHERE -IS" CONDITION 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
OR OTHERWISE, HAS BEEN MADE BY SELLER OR SELLER'S AFFILIATES AND
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 (COLLECTIVELY, "SELLER RELATED
PARTIES") TO PURCHASER WITH RESPECT TO THE PROPERTY, INCLUDING
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
3963043
Act ("TSCA"), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.
§ 1802; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 6901, et seq.; the
Clean Water Act ("CWA"), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. §
300f et seq.; the Clean Air Act ("CAA"), 42 U.S.C. § 7401 et seq.; and in any permits, licenses,
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
elsewhere, (G) radon, (H) Polychlorinated Biphenyls (PCB's), (1) ureafonnaldehyde, (J) volatile
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 I 1 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
costs and reasonable attorneys' fees), losses, judgments, payments, damages, liabilities, demands
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
Purchaser's or Purchaser's Agents' entrance upon the Property prior to the Closing to conduct
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
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
highest and best price for the condemned property. For purposes hereof, the term "material
portion" shall mean a portion of the Property which includes 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 has complied with all of Purchaser's
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
Seller's default and proceed to close on the terns and conditions set forth in this Agreement; 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
lost rents, profits, "benefit of the bargain," business opportunities or any form of consequential
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
19. A:si n meat and '1lnelin g Effect.
(a) Purchaser shall not sell, transfer or assign this Agreement or any of Purchaser's
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
Agreement or otherwise, including, without limitation, attorneys' fees and expenses incurred by
the indemnified party in connection with such claim. This Paragraph 21(a) shall survive Closing
or the termination of this Agreement.
(b) Entire A�•eemenl. 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) "1"I ir�arty Ri11• 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) Timc is or the Essence. Time shall be of the essence in the performance of all
covenants, agreements and obligations under this Agreement.
(1) Applicable LawNenuc. 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
such state's choice of law rules. 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
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) Constructiic n,. 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 or.lur `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 DOCUMEN'T'S CONTEMPLATED TO
BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENT (WHETHER ORAL OR WRITTEN) OR ANY
AC'T'IONS 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 Tile 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) %gsLiatures. Handwritten signatures to this Agreement transmitted by electronic
transmission (for example, through use of a Portable Document Format or "PDF" file) shall be
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
shal l 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]
3963043 17
[Retai[/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 1 l 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
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
associ qon
By:� �kt A �.,...�
Name "C'
Title :., i�� ��t�.►i �'��.° �i.�_...
Date of Seller's Acceptance-,_._ -
PURCHASER:
Village of Mount Prospect, a municipal corporation
By:
Name. a �a � i
Title
Date of Purchaser's Execution:
ESCROWEE:
CHICAGO TITLE INSURANCE COMPANY
By:. ,...v�.��... _.�W�.m..e�.
Name:
Title:
B-2
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)
("Grantor"), does hereby convey to , a(n)
("Grantee"), the following described real property (the "Property") situated in
County, _ __ __ ___, and all of Grantor's interest in any rights and privileges solely appurtenant
thereto:
SEE EXHIBIT A ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF.
SUBJECT TO: the permitted exceptions set forth on hr:hib'it B attached hereto and by
this reference made a part hereof.AND GRANTOR hereby binds itself and its successors to
warrant and defend the title with respect to matters arising from Grantor's actions during the
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
COUNTY OF )
11 a notary public in and for said
County, in the 'State aforesaid, DO tWPWRY 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,
Mail Future Tax Bills To:
Notary Public
My Commission Expires {SEAL}
D-3
Exhibit A to hill 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 F
PENDING LITIGATION
NONE
F-1