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HomeMy WebLinkAboutOrd 6376 03/06/2018 Real Estate Sale Agreement 799 Bierman CourtORDINANCE NO. 6376 AN ORDINANCE AUTHORIZING A REAL ESTATE SALE AGREEMENT 799 BIERMANN COURT 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 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 "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. Gemstone Mt. Prospect Industrial, LLC, an Illinois limited liability company (the "Seller") is owner of the real estate and appurtenances attached thereto for the property located at 799 Biermann Court, 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. 392061_1 G. It is the desire of the Seller to convey the Subject Property to the Village on the terms set forth in the "Real Sale Agreement," 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 be and are hereby authorized and directed to purchase the Subject Property 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 6th day of March, 2018, pursuant to a roll call vote as follows: AYES :_Grossi,Hatzis,Hoefert,Rogers, Saccotelli,Zadel NAYS: None ABSENT: None APPROVED this 6th day of March, 2018, by the Village President of the Village of Mount Prospect, and attested by the Village Clerk, on the same day. r ^ Village President, 191ne A. Juracek APPROVED and FILED in my office this 6th day of March, 2018 and published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois. ATTEST: Karen M. Agoranos„ Villa e Clerk 3920611 2 EXHIBIT A AGREEMENT (attached) 3920611 REAL ESTATE SALE AGREEMENT This REAL ESTATE SALE AGREEMENT ("Agreement") is made on February2018 (the "Effective Date") between GEMSTONE MT. PROSPECT INDUSTRIAL, LLC, an Illinois limited liability company ("Seller"), and THE VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation, or its nominee ("Purchaser"). 1. Purchase and Sale. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Property for the Purchase Price and subject to the terms and conditions set forth in this Agreement. 2. Purchase Price. The purchase price (the "Purchase Price") for the Property shall be Five Million One Thousand Six Hundred Eleven and 00/100 Dollars ($5,001,611.00). 3. Property. "Property" means all of Seller's right, title and interest in (a) the land described on Exhibit A. (the "Land"); (b) all casements and other related rights and privileges appurtenant to or benefiting the Land (or Improvements) including any streets, alleys, passages and other rights of way (collectively, "Appurtenances"); (c) the building and all other improvements located on the Land ("Improvements") (the Land, Appurtenances and Improvements are referred to collectively as the "Real Property"); (d) all leases, licenses and other use or occupancy agreements affecting any portion of the Property, including any amendments, supplements and guaranties, if any (collectively the "Leases" and each a "Lease"), a list of which is attached hereto as Exhibit 13; (e) all fixtures, equipment, furniture, furnishings, appliances, supplies, tools, machinery, building materials and other personal property of every nature and description attached or pertaining to, or otherwise used in connection with, the Real Property, and located on or within the Real Property (the "Personalty"); and (f) all intangible property used or useful in connection with the Real Property and/or the Personalty and/or the use and operation thereof, including, without limitation, all Licenses and Permits, certificates of occupancy, warranties, causes of action, claims, contract rights, guarantees, records, software licenses, plans and specifications. "Licenses and Permits" means (i) all licenses, permits, certificates of occupancy, approvals, dedications, subdivision plats and entitlements issued, approved or granted by applicable governing bodies or otherwise in connection with the Property or any part thereof, (ii) any and all development rights and other intangible rights, titles, interests, privileges and appurtenances owned by Seller and in any way related to or used in connection with the Property and its operation, and (iii) all licenses, consents, easements, rights of way and approvals required from private parties to make use of utilities and to insure vehicular and pedestrian ingress and egress to the Real Property and Improvements. 4. Earnest Moncy De osis. Simultaneously with the execution of this Agreement, Seller and Purchaser shall execute and deliver to each other and Chicago Title Insurance Company ("Escrow Agent" or "Title Company") -a strict joint -order escrow agreement between Seller, Purchaser and Escrow Agent in the form provided by Escrow Agent ("Earnest Money Escrow Agreement"). Purchaser shall deposit One Hundred Thousand and 00/100 Dollars ($100,000.00) ("Earnest Money Deposit") with Escrow Agent within five (5) days following the Effective Date. After the Termination Date (as defined in Section 8 hereof and provided that Seller has not terminated this Agreement under Section 8 hereof), the Earnest Money Deposit shall become 391725_5 nonrefundable except to the extent expressly provided otherwise in this Agreement. In the event the Earnest Money Deposit is required to be paid to Seller or Purchaser pursuant to the terms of this Agreement, Seller and Purchaser will each execute and deliver to Escrow Agent a written direction to disburse the Earnest Money Deposit to such party. 5. Due Diligence. Within five (5) Business Days of the Effective Date, Seller shall deliver or cause to be delivered to Purchaser the documents and information listed in Exhibit C to the extent in Seller's possession or control (collectively, the "Due Diligence Materials"). Commencing on the Effective Date and continuing for a period of forty-five (45) days thereafter (the "Due Diligence Period"), Purchaser and any representatives designated by Purchaser may, at Purchaser's expense, at reasonable times and upon reasonable prior notice to Seller, to the extent reasonably necessary in connection with the purchase of the Property, (i) inspect the Due Diligence Materials, (ii) inspect and perform testing at the Real Property (subject to the rights of the Tenants at the Property), including, without limitation, surveys, environmental studies (including Phase 1 and, if necessary, Phase II Environmental Site Assessments), zoning analyses, examinations and tests of the roof and all structural and mechanical systems within the Improvements or located in, on or under the Land (collectively, "Inspections"), provided that all of the Inspections shall be non- invasive except to the extent approved in writing by Seller, which approval will not be unreasonably withheld, conditioned or delayed, and that Purchaser gives Seller at least 24 hours advance notice of, and the right and opportunity for a representative of Seller to monitor, such Inspections, and (iii) meet with and interview the tenants at the Property (each a "Tenant" and collectively, the "Tenants"), provided that Purchaser gives Seller at least 24 hours advance notice of, and the right and opportunity for a representative of Seller to attend and participate in, such meetings and interviews. All actions taken by or on behalf of Purchaser shall be in accordance with all applicable laws, rules and regulations. Seller shall reasonably cooperate, at no cost to Seller, with Purchaser's Inspections. Purchaser shall (A) not unreasonably interfere with the use of the Real Property by the Tenants, (B) restore any damage to the Real Property caused by Purchaser's Inspections to the condition which existed immediately prior to each of the Inspections, (C) defend and indemnify Seller, its members and affiliates, and each of their officers, directors, agents and employees, from and against any and all liability, loss, cost, expense and damage for physical damage to the Real Property, or property of the Tenant or injury or death to any person (including, without limitation, reasonable attorneys' fees) incurred by any of them in connection with the Inspections, (D) promptly after the written request of Seller from time to time, provide Seller with copies of all written reports, tests and other written information regarding the Inspections, and (E) prior to and as a condition to any Inspections, deliver to Seller certificates of insurance evidencing comprehensive liability insurance (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000.00, in a form reasonably acceptable to Seller, and naming Seller as an additional insured. Seller acknowledges that as of the date of this Agreement, Purchaser is self-insured through the Intergovernmental Risk Management Agency ("IRMA"). Seller expressly agrees to have the foregoing insurance requirements, at the option of Purchaser, provided through IRMA rather than through purchased insurance. Upon the termination of this Agreement, Purchaser shall promptly return to Seller any documents (originals and copies) received from Seller. 6. Tenant F,5to cl Certificates; Advocate Amendment. Within three (3) Business Days from the Effective Date, Seller shall deliver to Advocate Health and Hospitals Corporation ("Advocate") and Caremark, L.L.C. ("Caremark") a request to execute and deliver to Seller a tenant estoppel certificate with respect to their respective Leases in the form and substance of 391725 ,,5 Exhibit D attached hereto ("Tenant Estoppel Certificate"), which shall be completed with information consistent with the terms of the Leases. Seller agrees to use commercially reasonable efforts (at no cost to Purchaser) to obtain an executed Tenant Estoppel Certificate from Advocate and Caremark and, upon receipt, Seller shall promptly deliver a copy of the same (and at Closing, to the extent delivered, an original thereof) to Purchaser. Seller also agrees to use good faith efforts (which does not require Seller to pay any consideration therefor) during the Due Diligence Period to cause Advocate to execute an amendment to its Lease, whereby Advocate will relinquish its right to further renew the term of its Lease; provided, however, that Seller's failure to cause Advocate to execute such an amendment shall not be a condition to Purchaser's obligation to close or a default by Seller. 7. Title Insurance and Survey. (a) Title/Survey Documents. Seller, at Seller's cost and expense, shall deliver to Purchaser, within fifteen (15) days following the Effective Date, a title commitment for a standard form ALTA 2016 owner's title insurance policy issued by the Title Company for Property in the amount of the Purchase Price (the "Title Commitment"); and (ii) a current ALTA/ACSM (2016) Land Title Survey of the Property prepared by a land surveyor registered in the State of Illinois, certified to Purchaser and the Title Company (the "Survey", together with the Title Commitment, the "Title Documents"). (b) Purchaser shall have ten (10) Business Days from receipt of the Title Documents (the "Title Objection Period") within which to notify Seller of any objections to the Title Commitment and Survey ("Title Defects"). If Purchaser fails, within the Title Objection Period, to notify Seller of any such objections, then Purchaser shall be deemed to have approved, and to have waived all objections to, the Title Documents. Within five (5) Business Days of receipt of Purchaser's notice of any Title Defects ("Seller's Title Clearance Period"), Seller shall advise Purchaser in writing whether it (i) will cure such Title Defects (which cure may be effectuated by appropriate title insurance thereover), or (ii) decline to cure any such Title Defects (provided that if Seller shall fail to advise Purchaser of its decision within the Seller's Title Clearance Period, it shall be conclusively presumed that the Seller has declined to cure any Title Defects). If, during Seller's Title Clearance Period, Seller declines or is deemed to have declined to cure any Title Defects (which cure may be effectuated by appropriate title insurance thereover), Purchaser shall have the option of either terminating this Agreement, at which time the Escrow Agent shall promptly return the Earnest Money to Purchaser and the parties shall have no further rights or obligations hereunder except as otherwise expressly provided herein, or to close and accept title subject to the Title Defects, to be exercised within three (3) Business Days from the expiration of Seller's Title Clearance Period ("Purchaser's Title Acceptance Period"). Failure of Purchaser to notify Seller in writing of its election to terminate the Agreement prior to the expiration of Purchaser's Title Acceptance Period shall constitute Purchaser's satisfaction of the title/survey contingencies set forth in this Section. Notwithstanding anything to the contrary contained herein, on or prior to Closing, Seller, at Seller's sole expense, shall cure or remove the following items (the "Liquidated Defects"), whether described in the Title Documents, or first arising or first disclosed by the Title Company (or otherwise) to Purchaser after the date of the Title Commitment, and whether or not raised by Purchaser during the Title Objection Period: (A) liens securing a mortgage, deed of trust or trust deed evidencing an indebtedness of Seller; (B) judgment liens against Seller; (C) tax liens; 391725 5 (D) broker's liens based on the written agreement of Seller; and (E) any mechanics liens that are based upon a written agreement between the claimant and Seller. (c) Permitted Exceptions. "Permitted Exceptions" shall mean: any title and/or survey matter to which Purchaser does not object as provided for in Section 7(b) and/or any Title Defects to which Purchaser has agreed to take subject to or has otherwise waived as provided for in Section 7(b) hereof (collectively, the "Permitted Exceptions"). Notwithstanding anything to the contrary contained herein, except to the extent agreed upon by Purchaser, Permitted Exceptions shall not include Liquidated Defects. (d) Closing Condition. The obligation of Purchaser to purchase the Property on the Closing Date is conditioned upon the issuance by Title Company of a title insurance policy, or a "marked up" written commitment to issue a title insurance policy, pursuant to the terms of the Title Commitment (the "Title Policy"), provided that the Title Policy shall be subject only to the Permitted Exceptions, shall be dated on or after the date of the Closing, shall name Purchaser as the insured, shall include coverage over the exceptions listed as "General Exceptions" (1) — (5) on the Title Commitment. If the Title Company does not issue the Title Policy at the Closing in accordance with the terms of this Section 7(d), and the Closing does not occur, then Purchaser shall have the right, as its sole and exclusive remedy therefor (except for remedies of Purchaser under Section 13), to terminate this Agreement by delivery of written notice to Seller before 5:00 p.m. on the Closing Date, in which event the Earnest Money Deposit shall be returned to Purchaser and the parties shall be relieved of all further obligations and liabilities hereunder, except as expressly set forth in this Agreement. 8. Termination. If Purchaser is unsatisfied in any manner for any reason or no reason, in its sole and absolute discretion, with the Inspections or Due Diligence Materials, then Purchaser may terminate this Agreement in its sole and absolute discretion by delivering to Seller written notice of such termination ("Termination Notice") prior to 5:00 p.m. on the last day of the Due Diligence Period (the "Termination Date"), in which event the Earnest Money Deposit shall be disbursed to Purchaser, and the parties shall have no further rights or obligations hereunder except as otherwise expressly provided herein,. If Purchaser fails to deliver a Termination Notice prior to 5:00 p.m. on the Termination Date, then Purchaser shall be deemed to have waived its rights to terminate this Agreement under this Section 8. 9. Representations and Warrantie •. (a) Purchaser. Purchaser represents and warrants to Seller, as of the date hereof, the following (which representations and warranties shall be deemed recertified by Purchaser at Closing, except to the extent disclosed by Purchaser to Seller in writing prior to Closing): (i) OFAC. To Purchaser's best knowledge, neither Purchaser nor any of its respective affiliates or constituents, nor any of their respective agents acting in any capacity in connection with the transactions contemplated by this Agreement is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") list of restrictions and prohibited persons ("Prohibited Person") (which lists can be accessed at the following web address: http://www.ustreas.gov/offices/enforcement/ofac/), including the making or receiving of any 391725,5 contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism"; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in any U.S. anti -money laundering law. (b) Seller. Seller represents and warrants to Purchaser, as of the date hereof, the following (which representations and warranties shall be deemed recertified by Seller at Closing, except to the extent disclosed by Seller to Purchaser in writing prior to Closing): (i) Title. Seller is the fee owner of the Real Property, and has good and marketable title to the Real Property, free of all liens, mortgages, security interests and encumbrances. (ii) Litigation. Seller has received no written notice of any pending or threatened judicial, municipal (other than the Village of Mount Prospect) or administrative proceedings affecting the Real Property. Seller has received no written notice from any municipal (other than the Village of Mount Prospect), state, federal or other governmental authority of zoning, building, fire, water, use, health, environmental or other statute, ordinance, code or regulatory violations issued in respect of the Real Property. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to Seller's actual knowledge, threatened against Seller, nor are any of such proceedings contemplated by Seller. In the event any proceeding of the character hereinabove described in this subparagraph is initiated prior to Closing, Seller shall promptly advise Purchaser thereof in writing. (iii) Authority of Signatories; No Breach of Other Agreements. The execution, delivery of and performance under this Agreement is pursuant to authority validly and duly conferred upon Seller and the signatories hereto. This Agreement constitutes a legal, valid, binding and enforceable contract on the part of Seller. The consummation of the transaction herein contemplated and the compliance by Seller with the terms of this Agreement do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which Seller or the Property is bound, and will not and does not constitute a violation of any applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, to which Seller or the Property is subject or bound. (iv) Environmental Matters. Except to the extent set forth in any environmental reports delivered to or received by Purchaser, Seller has not received, from any governmental authority, any written notice of any pending or threatened claims, complaints, notices, correspondence or requests for information with respect to any violation or alleged violation of any Environmental Law (as hereinafter defined). The term "Environmental Law" means all federal, state and local statutes, regulations, ordinances, rules, regulations and policies, all court orders and decrees and arbitration awards, and the common law, which pertain 39]725.5 to protection of the environment, environmental matters or contamination of any type whatsoever. Environmental Laws include, without limitation, those relating to: manufacture, processing, use, distribution, treatment, storage, disposal, generation or transportation of hazardous substances; air, surface or ground water or noise pollution; releases of hazardous substances into the environment; protection of wildlife, endangered species, wetlands or natural resources; tanks; health and safety of employees and other persons; and notification requirements relating to the foregoing; including, without limiting the generality of the foregoing, any of the following: the Clean Air Act, 42 U.S.C. §7401 et seq.; Clean Water Act, 33 U.S.C. § 1251 et seq.; CERCLA; the Solid Waste Disposal Act, as amended by RCRA; as any of them may be or have been amended from time to time, together with all regulations promulgated thereunder, and any similar state or local laws. In the event any Environmental Law is amended to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment. (v) United States Person. Seller is a "United States Person" and not a "Foreign Person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. (vi) Leases. Seller has not entered into any leases, license agreements or occupancy agreements, or amendments or modifications thereto, currently in effect with respect to the Property other than the Leases set forth on Exhibit B. Seller has furnished Purchaser with true and complete copies of all Leases and other agreements, including amendments and modifications thereto, affecting the Property. (vii) OFAC. To Seller's actual knowledge, neither Seller nor any of its respective affiliates or constituents, nor any of their respective agents acting in any capacity in connection with the transactions contemplated by this Agreement is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") list of restrictions and prohibited persons ("Prohibited Person") (which lists can be accessed at the following web address: http://www.ustreas.gov/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism"; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in any U.S. anti -money laundering law. (viii) To Seller's current and actual knowledge, no person or entity has the right to park on the Property other than pursuant to the terms of the Leases. (ix) There are no unsatisfied requests for repairs, restorations or improvements relating to the Property from any person, entity or authority, including, but not limited to, any tenant, lender, insurance carrier, or government authority. 391725„,5 (x) On the Closing Date, there will be no outstanding contracts made by Seller for any improvements to the Property that have not been fully paid for, and Seller will cause to be discharged all mechanics or material supplier's liens arising from any labor or materials furnished to the Property prior to the Closing Date. (c) Knowledge. For purposes of this Agreement and any document delivered at Closing, whenever the phrase "to the Seller's actual knowledge," or the "knowledge" of Seller or words of similar import are used, they shall be deemed to mean and are limited to the current actual knowledge of Michael K. Burns and Adam Keldermans at the times indicated only, and not any implied, imputed or constructive knowledge of such individuals or of Seller and without any independent investigation or inquiry having been made or any implied duty to investigate or make any inquiries. It is understood and agreed that such individuals shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby. (d) Waiver. Notwithstanding the foregoing, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any rights or remedies available to it at law, in equity, under this Agreement or otherwise, including any claim against Seller for damages that Purchaser may have as the result of any of Seller's representations being untrue, inaccurate or incorrect if Purchaser had actual knowledge, at the time of Closing, that any of Seller's representations or warranties was untrue, inaccurate or incorrect at the time of the Closing. (e) Reaffirmance at Closing. By executing and delivering the documents listed in Section 10, Seller shall be deemed to have made all of the foregoing representations and warranties as of Closing. Should any of the foregoing representations and warranties be found to be incorrect in any material respect prior to Closing, Seller may cure same by the Closing Date. If Seller is unable or otherwise does not cure same by Closing, Purchaser shall be entitled either to (i) waive same and close this transaction in accordance with the terms of this Agreement, or (ii) terminate this Agreement by written notice to Seller. In the event Purchaser elects to terminate this Agreement pursuant to the foregoing sentence, the Escrow Agent shall return the Earnest Money to Purchaser and neither party to this Agreement shall thereafter have any further rights or obligations hereunder, except the Surviving Obligations. 10. Closin . The closing of the sale of the Property ("Closing") shall take place at the downtown Chicago office of Escrow Agent on the thirtieth (30th) day following expiration of the Due Diligence Period, or such other date as mutually agreed to by Seller and Purchaser ("Closing Date"). (a) Seller Closing Documents. At the Closing, Seller shall execute and deliver to Purchaser or, as applicable, the Title Company, the following documents: (i) A recordable special warranty deed for the Property ("Deed"); (ii) An assignment and assumption of all Leases, wherein Seller assigns its rights and Purchaser assumes Seller's obligations thereunder (the "Assignment and Assumption Agreement); (iii) Tenant notice letters with respect to the Leases; 391725,,5 (iv) A FIRPTA certification; (v) A closing statement showing the Purchase Price and all debits, credits and closing prorations determined in accordance with the terms of this Agreement ("Closing Statement"); (vi) A Quit Claim Bill of Sale; (vii) The originals of the Leases (or if Seller does not possess such originals, then copies thereof); (viii) An owner's affidavit, gap undertaking and documents evidencing Seller's authority as may reasonably be required by Title Company to issue the Title Policy; and Roll"). (ix) The Rent Roll provided by Seller or its property manager (the "Rent (b) Purchaser Closing Documents. At the Closing, Purchaser (or its nominee or Permitted Assignee) shall execute and deliver to Seller the following documents: (i) the Assignment and Assumption Agreement; and (ii) the Closing Statement. (c) Purchase Price. (i) Earnest Money Deposit. At the Closing, Seller and Purchaser shall direct Escrow Agent to disburse by federally insured wire transfer to Seller the amount of the Earnest Money Deposit. (ii) Balance. At the Closing, Purchaser shall pay to Seller, by federally insured wire transfer, the total amount of the Purchase Price (A) less the amount of the Earnest Money Deposit, (b) plus or minus (as the case may be) the net amount of payments required to be made by Seller and Purchaser at the Closing pursuant to Section 11 hereof. (d) Further Assurances. Seller and Purchaser shall, at the Closing, upon request, execute such additional documents as are reasonably necessary in order to convey, assign and transfer the Property pursuant to this Agreement, provided that such documents are consistent with the terms of this Agreement, and do not increase Seller's or Purchaser's obligations hereunder or subject Seller or Purchaser to additional liability not otherwise contemplated by this Agreement. (e) Other Seller Deliveries. Seller shall, after the Closing, deliver to Purchaser, all assignable warranties, all architectural and mechanical plans and other records with respect to the Property, and all permits and approvals related to the Property, and all keys to the Improvements, to the extent such documents and keys are in the possession of Seller. 391725 5 It. Ili -orations and Adjustments. (a) Rents. Rents that have been collected for the month of the Closing will be prorated as of the Closing Date. To the extent that Seller receives any rents post -Closing that are attributable to a period from and aftcr the Closing Date, Seller shall promptly remit such received rent payments to Purchaser. Rents and other charges under the Leases which are past due as of the Closing ("Delinquent Rents") shall not be prorated, and rents and other amounts received by Purchaser after the Closing from a Tenant owing such Delinquent Rents shall be applied (A) first, to Purchaser's actual out-of-pocket costs of collection incurred with respect to such Tenant; (B) second, to rents due from such Tenant for the month in which such payment is received by Purchaser; (C) third, to rents attributable to any period after the Closing which are past due on the date of receipt; and (D) finally, to Delinquent Rents as of the Closing (and Purchaser promptly shall remit such amounts to Seller). Purchaser agrees that it shall use commercially reasonable efforts to collect any such Delinquent Rents (, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a Tenant owing Delinquent Rents). Seller may, commencing on the date that is sixty (60) days subsequent to the Closing, pursue a Tenant after the Closing for collection of Delinquent Rents but Seller shall (a) notify Purchaser in writing of Seller's intention to commence or pursue any legal proceedings, and (b) not be permitted to commence or pursue any legal proceedings against any Tenant at the Property seeking to terminate any of the Leases or disturb any Tenant's possessory rights thereunder. (b) Real Estate Taxes. Seller shall pay any real estate taxes affecting the Real Property which are due and payable on or before the Closing Date. Seller shall receive a credit at Closing in an amount equal to the difference between (i) $96,488.74 (representing the first installment of 2017 real estate taxes (payable in 2018) affecting the Real Property) and (ii) the product obtained by multiplying $480.64 (representing the per diem amount of the 2016 real estate taxes (payable in 2017) affecting the Real Property) by the number of days during the period beginning on and including January 1, 2018 and ending on the day next preceding the Closing Date. (c) Insurance. There will be no proration of insurance premiums or coverage relating to the Property. Purchaser shall be obligated (at its own election) to obtain any insurance coverage deemed necessary or appropriate by Purchaser. (d) Utilities. Purchaser and Seller hereby acknowledge and agree that the amounts of all electric, sewer, water and other utility bills, trash removal bills, janitorial and, maintenance service bills and all other operating expenses relating to the Property not paid by Tenants under Leases and allocable to the period prior to the Closing Date shall be determined and paid by Seller before the Closing Date, if possible, or shall otherwise be prorated between Seller and Purchaser based on reasonable estimates and adjusted between Purchaser and Seller immediately after the same have been determined. Seller shall attempt to have all utility meters read as of the day immediately preceding the Closing Date. As soon as reasonably possible after the Closing, Purchaser shall cause all utility services which are in Seller's name to be placed in Purchaser's name as of the Closing Date. No utility deposits in Seller's name shall be assigned to Purchaser as of the Closing Date and Seller shall not receive a credit therefor at Closing. 391725 5 (e) Security Deposits. The amount of any security deposits under the Leases held by Seller in cash which are unapplied at Closing shall be credited against the Purchase Price; accordingly, Seller shall retain any actual cash deposits held by Seller. (f) Prepaid Items. Any prepaid items, including without limitation, fees for licenses which are transferred to the Purchaser at Closing and annual permit and inspection fees shall be apportioned between the Seller and the Purchaser at Closing in accordance with the terms hereof. (g) Prorations. All prorations under this Section 11 For a particular period shall be on a per diem basis assuming an equal amount is payable on each day during such period. (h) Operating Expense Reconciliation. Seller, as landlord under the Leases, is currently collecting from the Tenants additional rent ("Additional Rent") to cover real estate taxes, insurance, utilities, common area maintenance and other operating costs and expenses in connection with the operation of the Property (collectively, "Operating Expenses"). If the amount of Operating Expenses paid or incurred by Seller for the period Of January 1, 2018 through the day immediately preceding the Closing ("2018 Pre -Closing Expenses") is more than the amount of Additional Rent paid by Tenants for such period ("2018 Pre -Closing Collections"), then Seller shall receive a credit at Closing in the amount of the difference. If the amount of 2018 Pre -Closing Expenses is less than the 2018 Pre -Closing Collections, then Purchaser shall receive a credit at Closing in the amount of the difference. Seller will complete before the Closing Date the reconciliation of Operating Expenses for the calendar year 2017. (i) Closing Date. If the Earnest Money Deposit and balance of the Purchase Price are not delivered to Seller before 1:00 p.m. on the Closing Date, then the payments required to be made by Seller or Purchaser under this Section 11 shall be determined assuming that the Closing Date occurred on the day after the actual Closing Date. 12. +C"I'osing Costs. (a) Seller shall be responsible for the payment of (i) one-half of all closing fees charged by Escrow Agent in connection with closing of the sale of the Real Property, (ii) all premiums charged by the Title Company for the issuance of the Title Policy with extended coverage (but excluding the cost of any other endorsements), (iii) all real estate transfer taxes imposed by the State of Illinois and the County of Cook on the transfer of the Real Property from Seller to Purchaser under this Agreement, (iv) all fees and costs of Seller's counsel representing it in connection with this transaction, and (iv) all other fees and costs customarily paid by the seller in a sale of property similar to the sale of the Property under this Agreement. (b) Purchaser shall be responsible for the payment of (i) one-half of all closing fees charged by Escrow Agent in connection with closing of the sale of the Real Property, (ii) all premiums charged by the Title Company for the issuance of any endorsements other than extended coverage, (iii) all fees and costs charged by Purchaser's lender, if any, and any other costs associated with the Purchaser's financing of the purchase of the Property (including, without limitation, all premiums charged by Title Company for a loan policy of title insurance and, all recording fees), (iv) recording, fees for the Deed, (v) all real estate transfer taxes imposed by the local municipality, (vi) all fees and costs of Purchaser's counsel representing. it in 391725-5 10 connection with this transaction, and (vii) all other fees and costs customarily paid by the purchaser in a purchase of the property similar to the purchase of the Property under this Agreement. 13. Remedies. (a) Purchaser Default. If Purchaser fails to perform any of its obligations under this Agreement which are required to be performed at the Closing (including the direction to disburse the Earnest Money Deposit, the payment of the balance of the Purchase Price and the payment of any amounts under Section 12) and Seller has performed its material obligations under this Agreement ("Purchaser Closing Default"), then Seller shall have the right, as its sole and exclusive remedy for such failure, to terminate this Agreement by delivering written notice thereof to Purchaser, in which event the Earnest Money Deposit (together with all interest thereon) shall be paid to Seller as liquidated damages, in lieu of, and as full compensation for, all other rights or claims of Seller against Purchaser for a Purchaser Closing Default. SELLER AND PURCHASER AGREE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER CLOSING DEFAULT ARE UNCERTAIN AND DIFFICULT TO ASCERTAIN, AND THAT THE EARNEST MONEY DEPOSIT (TOGETHER WITH ALL INTEREST THEREON) IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES. (b) Seller Default. If Seller fails to perform any of its obligations under this Agreement which are required to be performed at or prior to the Closing (including the delivery of the Deed and the payment of any amounts under Section 12) and Purchaser has performed its material obligations under this Agreement ("Seller Closing Default"), then Purchaser may, as its sole and exclusive remedy therefor, elect to either (i) terminate this Agreement by delivering written notice thereof to Seller, in which event the Earnest Money Deposit shall be returned to Purchaser, and the parties shall be relieved of all further obligations and liabilities hereunder, or (ii) specifically enforce the terms of this Agreement, provided that (A) if Purchaser elects the remedy under subsection (ii) immediately above, Purchaser must file a legal action for specific performance within sixty (60) days after the Closing Date, and (B) in the event the Closing hereunder occurs and Seller fails to perform an obligation under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Purchaser shall have all rights and remedies available at law or in equity, including, without limitation, the right to sue for damages. (c) Collection Costs. If any legal action, arbitration or other similar proceeding is commenced to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to an award of its reasonable attorneys' fees and expenses. The phrase "prevailing party" shall include a party who receives substantially the relief desired whether by dismissal, summary judgment, judgment or otherwise. (d) Maximum Aggregate Damages. Notwithstanding anything to the contrary contained in this Agreement, but excluding any damages caused by Seller's fraud, the Seller's aggregate liability for damages after the Closing for a breach of its representations, warranties and covenants and other post -closing obligations contained in this Agreement shall in no event exceed One Hundred Thousand and 00/100 Dollars ($100,000.00). 3917255 11 (e) Survival. The representations, warranties and covenants of Seller contained in this Agreement shall survive the Closing for a period of sixty (60) days following the Closing Date (the "Survival Period") and shall not be deemed to be merged into or waived by the instruments of the Closing. (f) Survival. (i) Closing. None of the terms and conditions of this Agreement shall survive the Closing, except Sections 5, 9, 11, 13, 14, 17 and 19, and subject to the limitation set forth in Section 13(e). (ii) Termination. None of the terms and conditions of this Agreement shall survive the termination of this Agreement, except Sections 4, 5, 13, 14, 17 and 19. 14. Brokers. Seller shall pay all brokerage commissions owed to Colliers International and Arthur J. Rogers & Co. (collectively, the "Brokers") in connection with the sale of the Property pursuant to a separate brokerage agreement. Seller and Purchaser each represent to the other that it has not engaged or dealt with any broker or finder (other than the Brokers) in connection with the sale and purchase of the Property. Seller and Purchaser shall indemnify, hold harmless and defend the other, its affiliates, and its and their officers, directors, affiliates, agents and employees, against and from all claims, demands, causes of action, judgments, and liabilities (including, without limitation, reasonable attorneys' fees and costs) which arise from a breach of such parties' respective representations set forth in this Section 14. 15. f—asualty and Condemnation. (a) Material. If, prior to Closing, any of the Real Property is damaged or destroyed (a "Casualty"), and the cost of repair or replacement of the Real Property is reasonably likely to equal or exceed $100,000.00 in the aggregate or if any Tenant may have the right to terminate its Lease in connection therewith (a "Material Casualty"), or if a condemnation proceeding ("Condemnation") is commenced or threatened against the Real Property (collectively, a "Material Casualty or Condemnation"), then Purchaser shall have the right to terminate this Agreement by delivering written notice thereof on or before the Closing Date, in which event the Earnest Money Deposit shall be disbursed to Purchaser and all obligations of the parties hereunder (except for those which expressly survive termination) shall cease and terminate. If Purchaser fails to terminate this Agreement pursuant to this subsection (a), then at the Closing, Seller shall pay to Purchaser all insurance proceeds (including, without limitation, all rent insurance allocable to the period after Closing) and condemnation awards paid to Seller in connection with such Material Casualty or Condemnation which have not been used to restore the Real Property, and Seller shall assign to Purchaser all of Seller's right, title and interest in any insurance proceeds (including, without limitation, all rent insurance allocable to the period after Closing) or condemnation awards to be paid to Seller in connection with the Material Casualty or Condemnation, and Purchaser shall receive a credit against the Purchase Price at the Closing for the amount of any deductible under Purchaser's insurance policy. (b) Non -Material. If a Casualty occurs prior to Closing and the Casualty is not a Material Casualty (a "Non -Material Casualty"), then Seller shall pay to Purchaser all insurance 391725„5 12 proceeds paid to Seller in connection with such Non -Material Casualty which have not been used to restore the Real Property, and Seller shall assign to Purchaser all of Seller's right, title and interest in any insurance proceeds to be paid to Seller in connection with the Non -Material Casualty including, without limitation, all rent insurance allocable to the period after Closing, and Purchaser shall receive a credit against the Purchase Price at the Closing for the amount of any deductible under Purchaser's insurance policy. 16. Confidentiality. Except as otherwise required by law or subpoena, or in connection with the enforcement by Purchaser of this Agreement, prior to the Closing, Purchaser agrees to keep confidential and not to disclose (either orally or in writing) any non-public information and documents regarding the Property obtained by Purchaser, whether independently or from Seller, its agents, contractors or other third party (collectively, "Confidential Information") to any person or entity other than Purchaser's consultants, professionals, lenders (and the attorneys, accountants, consultants and representatives of such lenders), accountants, attorneys, partners, members, prospective investors (and the attorneys, consultants, accountants and representatives of such members, partners and prospective investors), officers, employees, title insurers and escrow agents involved in evaluating, reviewing, negotiating or closing the sale and purchase of the Property (collectively, the "Involved Parties"). Purchaser agrees to direct all Involved Parties to keep confidential and not to disclose the Confidential Information except as contemplated herein. Any of the Confidential Information provided to Purchaser or any of the Involved Parties, or obtained by Purchaser or any Involved Parties, whether independently or from Seller, shall be for their internal use only and shall not prior to Closing be published, quoted, copied, distributed, divulged, disseminated or discussed, except to the Involved Parties, without the express prior written consent of Seller. If the Closing occurs, the provisions of this Section 16 shall terminate. Seller acknowledges that Purchaser is a public body and that certain disclosures of public documents held by public bodies are required by law (including as required by the Illinois Freedom of Information Act, 5 ILCS 140/1 et seq.) or governmental agencies. 17. Disclaimer and release. (a) Disclaimer. Purchaser agrees that Purchaser is purchasing the Property in "AS IS", "WHERE IS", "WITH ALL FAULTS" condition, and without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of, Seller, except for Seller's representations, warranties and agreements as set forth in this Agreement (to the extent they survive the Closing pursuant to the terms of this Agreement) or any documents executed and delivered by Seller under Section 10(a) hereof ("Seller Closing Documents"). Without in any way limiting the generality of the immediately preceding sentence, Purchaser and Seller further acknowledge and agree that (except for the representations, warranties and agreements contained in this Agreement (to the extent they survive the Closing pursuant to the terms of this Agreement) or in the Seller Closing Documents) in entering into this Agreement and closing the transactions hereunder: (i) Each of Seller and its affiliates, and its and their officers, directors, employees and agents, expressly disclaims, has not made, will not, and does not, make, any warranties or representations, express or implied, with respect to the Property or any portion thereof, the physical condition or repair or disrepair thereof, the value, profitability or marketability thereof, or of any of the appurtenances, facilities or equipment thereon, except as set forth in this Agreement; 391725 5 13 (ii) Each of Seller and its affiliates, and its and their officers, directors, employees and agents, expressly disclaims, has not made, will not, and does not, make, any warranties, express or implied, of merchantability, habitability or fitness for a particular use, except as set forth in this Agreement; and (iii) The rights granted to Purchaser under this Agreement will permit Purchaser a full investigation of the Property, and the parties hereto are fully satisfied with the opportunity afforded for investigation. Neither party is relying upon any statement or representation by the other unless such statement or representation is specifically set forth in this Agreement (to the extent they survive the Closing pursuant to the terms of this Agreement) or in any Seller Closing Documents. Upon the Closing, Purchaser shall be deemed to have made such legal, factual and other inquiries and investigations as Purchaser deems necessary, desirable or appropriate with respect to the Property, the value and marketability thereof, and of the appurtenances, facilities and equipment thereof. Such inquiries and investigations of Purchaser shall be deemed to include, but shall not be limited to, the physical components of all portions of the Improvements, the condition of repair of the Property or any portion thereof, such state of facts as an accurate survey would show, and the present and future zoning, ordinances, resolutions and regulations of the city, county and state where the Improvements are located. (b) Release. Without in any way limiting the generality of the preceding subsection (a), Purchaser specifically acknowledges and agrees that it hereby waives, releases and discharges any claim it has, might have had, or may have, against each of Seller and its affiliates, and its and their officers, directors, employees and agents, relating to, arising out of or with respect to (i) the condition of the Property, either patent or latent, (ii) Purchaser's ability, or inability, to obtain or maintain temporary or final certificates of occupancy or other licenses for the use or operation of the Improvements, and/or certificates of compliance for the Improvements, (iii) the actual or potential income, or profits, to be derived from the Real Property, (iv) the real estate, or other, taxes or special assessments, now or hereafter payable on account of, or with respect to, the Real Property, (v) Purchaser's ability or inability to demolish the Improvements or otherwise develop the Real Property, (vi) the environmental condition of the Real Property, or (vii) any other matter relating to the Property. Notwithstanding anything contained herein to the contrary, the foregoing waiver, release and discharge shall not apply to any claims which Purchaser or its nominee or Permitted Assignee may have under this Agreement on account of a breach by Seller of any representations, warranty or agreement of Seller contained in this Agreement (to the extent they survive the Closing pursuant to the terms of this Agreement) or in any Seller Closing Documents. 18. Seller's Covenants. Seller covenants that between the date of this Agreement and the Closing Date Seller will not, without Purchaser's prior written consent, (i) enter into any new lease pertaining to the Property, (ii) amend, renew or extend any Lease pertaining to the Property, (iii) terminate, cancel or surrender any Lease, or accept any cancellation, termination or surrender of the Lease (except to the extent that such acceptance is required under the terms of the Lease), (iv) grant any concessions or rent abatements thereunder (other than those provided under the Lease), (v) consent to any assignment or subletting under the Lease (except to the extent that Seller is required to consent to such actions under the terms of the Lease), (vi) grant a mortgage or other lien upon the Property, (vii) after the Termination Date, apply any security deposits held against any delinquent rent owed under any Leases, or (viii) consent to the making of any alternations or improvements on the Real Property (except to the extent that Seller is required to consent to such 391725.5 14 actions under the terms of the Lease). Seller further covenants that between the date of this Agreement and the Closing Date, Seller will continue to operate the Property and pay for all expenses (except for extraordinary or capital expenditures for which Seller shall have no such obligation) in a manner similar to its operation prior to the Effective Date, including, but not limited to the providing of management, maintenance and services. 19. General Provisions. (a) Entire Agreement. This Agreement and exhibits hereto constitutes the entire agreement of Seller and Purchaser with respect to sale of the Property and supersede all prior or contemporaneous written or oral agreements, whether express or implied. (b) Amendments. This Agreement may be amended only by a written agreement executed and delivered by Seller and Purchaser. (c) Waivers. No waiver of any provision or condition of, or default under, this Agreement by any party shall be valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default. (d) Time. Time is of the essence of this Agreement. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which the period of time runs shall be excluded, and the last day of such period shall be included, unless it is not a Business Day, in which case it shall run to the next day which is Business Day. For the purpose of this Agreement, the term "Business Day" means any day other than (A) Saturday, (B) Sunday, or (C) any other day when federally insured banks in Chicago, Illinois are authorized to be closed. All times of the day set forth herein shall be Central Standard Time. (e) Unenforceability. In the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render the same valid, or shall be excised from this Agreement, as circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein, as the case may be. (f) Assignment. This Agreement may not be assigned by Purchaser without the prior express written consent of Seller; provided, however, that Purchaser may assign its rights under this Agreement without Seller's consent to any entity directly or indirectly owned and controlled by the Purchaser (a "Permitted Assignee") by providing written notice of such assignment to Seller no later than five (5) days prior to Closing. Notwithstanding the foregoing, Purchaser may require that the Deed and other Closing Documents run to a nominee designated by Purchaser by providing notice of such designation at least five (5) days prior to Closing. (g) Notices. Any notices or other communications permitted or required to be given hereunder shall be in writing, shall be delivered personally, by reputable overnight delivery service, by fax (provided a hard copy is delivered within two (2) Business Days by personal delivery or reputable overnight delivery service), or by e-mail (provided a hard copy is delivered within two (2) Business Days by personal delivery or reputable overnight delivery service), and shall be addressed to the respective party as set forth in this subsection (g). All notices and communications shall be deemed given and effective upon receipt thereof. 391725 5 15 To Seller: GEMSTONE MT. PROSPECT INDUSTRIAL, LLC c/o Torburn Partners, Inc. 1033 Skokie Boulevard, Suite 480 Northbrook, Illinois 60062 Attn: Michael K. Burns Email: mburns r)t(�r4gp c,qn! With a copy to: The Selig Law Firm, P.C. 150 N. Riverside Plaza, Suite 1810 Chicago, Illinois 60606 Attn: Randal J. Selig E-mail: r cllg( elip,Negal.com To Purchaser: THE VILLAGE OF MOUNT PROSPECT 50 S. Emerson Street Mount Prospect, Illinois 60056 Attn: Michael J. Cassady, Village Manager E-mail:lrea sady t t.org with a copy to: KLEIN, THORPE AND JENKINS, LTD. 20 N. Wacker Drive, Suite 1660 Chicago, Illinois 60606 Attn: Michael Marrs E-mail: mamarrs@ktjlaw.com (h) Governing Law and Venue. This Agreement shall be governed in all respects by the internal laws of the State of Illinois without regard to the laws regarding conflicts of laws. The parties hereto consent that venue of any action brought under this Agreement shall be in Cook County, Illinois, or the federal courts for and in the state in which the Property is located. (i) Counterparts. This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signatures of less than all of the parties, and all of which shall be construed together as a single instrument. Any such counterpart may be delivered by facsimile or e-mail (in PDF format) and any such counterpart so delivered shall be deemed an original for all purposes. 0) Construction. Seller and Purchaser agree that each and its counsel have reviewed and approved this Agreement, and that any rules of construction which provide that ambiguities be resolved against the drafting party shall not be used in the interpretation of this Agreement or any amendments or exhibits hereto. The words "include", "including", "includes and any other derivation of "include" means "including, but not limited to" unless specifically set forth to the contrary. Headings of sections herein are for convenience of reference only, and shall not be construed as a part of this Agreement. Except to the extent expressly provided otherwise in this Agreement, references to "sections" or "subsections" in this Agreement shall refer to sections and subsections of this Agreement, and references to "exhibits" in this Agreement shall mean exhibits attached to this Agreement. 391725 ,,,5 16 (k) No Recording. Purchaser shall not, and shall not cause or permit any other person controlled by Purchaser to, record this Agreement or any memorandum or other evidence thereof in any public records, unless a Seller Closing Default has occurred. If Purchaser violates the terms of this subsection (k), then this Agreement shall be deemed ioC"kQ terminated, the Earnest Money Deposit (together with all interest thereon) shall be paid to Seller, and Purchaser shall have no further interest in the Property pursuant to this Agreement or otherwise. (1) Exhibits. All Exhibits which are referred to herein and which are attached hereto are expressly made and constitute a part of this Agreement. (m) Further Assurances. Seller and Purchaser each agree to perform such other acts, and to execute and acknowledge and deliver, prior to, or at, Closing, such other instruments, documents and other materials as the other may reasonably request and as shall be necessary for the consummation of the transaction contemplated by this Agreement. [signature page follows] 391725_5 17 PURCHASER: THE VILLAGE OF MOUNT PROSPECT, an [Illinois municipal corporation] By: i Name:' Its: SELLER: GEMSTONE MT. PROSPECT INDUSTRIAL, LLC, an Illinois limited liability company By: Gemstone Real Estate Partners, LLC, an Illinois limited liability company, its manager By:__ Name: Michael K..........��.,_rns _. Bus Its: Member 391725.5 is EXHIBIT A LAND I,EGAI, DESCRIPTION LOT 2 IN KENSINGTON CENTER RESUBDIVISION IV, BEING A RESUBDIVISION OF LOTS 2 AND 3 IN KENSINGTON CENTER, PHASE TWO, BEING A SUBDIVISION IN PART OF THE NORTHWEST 1/4 OF SECTION 35, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 31, 1980 AS DOCUMENT NUMBER 25722781, IN COOK COUNTY, ILLINOIS. STREET ADDRESS: 799 BIERMANN COURT, MT. PROSPECT, IL PIN: 03-35-104-006-0000 LEASES Advocate I lealth and 11oc gj)itals C ornoration Lease dated February 29, 1996 between American National Bank and Trust Company of Chicago, not personally but solely as Trustee under Trust Agreement dated December 15, 1988 and known as Trust No. 107164-05, and Lutheran General Hospital, an Illinois not-for-profit corporation. First Amendment to Lease, dated December 19, 2005 between John Hancock Life Insurance Company (U.S.A.), a wholly owned subsidiary of Manulife Financial Corporation, a Michigan corporation and Advocate Health and Hospitals Corporation, an Illinois non -for-profit corporation d/b/a Advocate Lutheran General Hospital. Second Amendment to Lease dated March 3, 2011 between John Hancock Life Insurance Company (U.S.A.), a wholly owned subsidiary of Manulife Financial Corporation, a Michigan corporation and Advocate Health and Hospitals Corporation, an Illinois non -for-profit corporation d/b/a Advocate Lutheran General Hospital. Letter dated February 21, 2017 from Scott A Weisenberg, Selig Law Firm, to and accepted on March 6, 2017 by James Slinkman, General Counsel, Advocate Condell Medical Center, regarding the confirmation of the "Relocation Date" and "Termination Date". Caremark, L.L.C. Lease Agreement dated December 5, 2014 between Gemstone Mount Prospect Industrial, LLC, an Illinois limited liability company and Caremark, L.L.C., a California limited liability company. EXHIBIT C DUE DILIGENCE MATERIALS 1. Any previous Phase I Enviromnental Report performed on the Real Property in the Seller's possession, along with any other documents relative to testing or the presence or non -presence of environmental conditions in, on, or below the Real Property; 2. Statement of expenses for the Property for calendar years 2015, 2016, 2017 and year-to- date; 3. A list of all service contracts and warranties relating to the Property and copies of each, to the extent in Seller's possession; 4. Copies of 2016 real estate tax bills and assessment notices and any protest documentation pertaining thereto; 5. A copy of the building plans and tenant improvements for the building and other improvements, to the extent in Seller's possession; 6. A previously issued title policy or commitment for the Real Property, to the extent in Seller's possession; 7. A previously prepared plat of survey of the Real Property, to the extent in Seller's possession; 8. Copies of the most recent utility bills for vacant spaces and current insurance policies held by Seller pertaining to the Property; and 9. Copies of all Leases and related documents, to the extent in Seller's possession. EXHIBIT D Form Tenant Estoppel Certificate 2018 GEMSTONE MT. PROSPECT THE VILLAGE OF MOUNT PROSPECT INDUSTRIAL, LLC 1033 Skokie Boulevard, Suite 480 Northbrook, Illinois 60062 Ladies and Gentlemen: The undersigned certifies to Gemstone Mt. Prospect Industrial, LLC ("Owner") and The Village of Mount Prospect, or its nominee ("Purchaser") as of the date hereof as follows: 1. The undersigned is the tenant under a lease dated— ......._. „ ..........._, (the "Lease") between w _ .,. ...... as landlord (together with its successors and "Landlord"), Landlord � "), and the undersigned, as tenant ("Tenant"), for Suite No.. Prospect,Illin .....'....... (the "Leased Premises") in the property located at 799 Biermann Court, Mt. Illinois (the "Property"). 2. The Lease is in full force and effect. The Lease has not been amended except as follows: 3. The term of the Lease commenced on and expires on ................ .... _.____._ subject to the following renewal options: _ Tenant has not option to terminate the Lease prior to such date except to the extent ...._.� ... expressly provided in the 4. The base rent under the Lease is currently $ LL per month, and has been paid through the month of _ , 20—. Tenant's current share of taxes, insurance and expenses is %. No base rent has been paid more than one (1) month in advance of the due date thereof. 5. The amount of the security deposit is $ mm No portion of the security deposit has been applied by Landlord toward Tenant's obligations under the Lease. 6. Tenant has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a default by Landlord under the Lease. 7. Tenant has no claim against Landlord and no offset or defense to enforcement of any of the terms of the Lease. 8. All improvements required to be completed by Landlord have been completed and there are no sums due to Tenant from Landlord. Landlord has not agreed to grant Tenant any free rent or rent rebate or to make any contribution to tenant improvements, except to the extent already used, paid or made. 9. Tenant has not assigned the Lease and has not subleased the Leased Premises or any part thereof. Tenant has no right or option pursuant to the Lease or otherwise to purchase all or any part of the Leased Premises or the Property. Tenant does not have any right or option for additional space in the Property. 10. The undersigned individual hereby certifies that he or she is duly authorized to sign, acknowledge and deliver this letter on behalf of Tenant. Tenant acknowledges that Owner and Purchaser will rely on this letter relative to the Purchaser's proposed purchase of the Property. Very truly yours, By:— Name: :—Name: Title: