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8.1 A RESOLUTION IN SUPPORT OF 1450 FEEHANVILLE PARTNERSHIP, LLC'S APPLICATION FOR A COOK COUNTY CLASS 6B TAX INCENTIVE FOR THE PROPERTY LOCATED AT 1450 FEEHANVILLE DRIVE
M+awn �'xyt�lts�=e Item Cover Page Subject A RESOLUTION IN SUPPORT OF 1450 FEEHANVILLE PARTNERSHIP, LLC'S APPLICATION FOR A COOK COUNTY CLASS 6B TAX INCENTIVE FOR THE PROPERTY LOCATED AT 1450 FEEHANVILLE DRIVE Meeting March 19, 2024 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD Fiscal Impact (Y/N) N Dollar Amount Budget Source Category NEW BUSINESS Type Action Item Information 1450 Feehanville Partnership, LLC (Applicant) is seeking support for a Cook County Class 6b Incentive for the property located at 1450 Feehanville Drive. The incentive would be for 12 years and would enable them to better market the vacant property, last occupied by Makita U.S.A. from 1986 until it closed on June 28, 2023. The Village has granted several Cook County Class 6b tax incentives to attract and retain businesses. The 6b incentive reduces the assessment level for qualified manufacturing and warehouse/distribution facilities from 25% to 10% for the first 10 years, 15% for year 11 and 20% in year 12. After year 12, the assessment level returns to the full 25% for the benefiting property. The 6b incentive can also be renewed for additional 12 -year terms if supported by the Village. The Subject Property consists of an approximately 111,000 square foot building located on a more than 5 -acre site. The applicant currently owns five buildings in the Kensington Business Center located at 1450 Feehanville Drive, 1001 Feehanville Drive, 1501 Feehanville Drive, 430 Lakeview Court, and 431 Lakeview Court in addition to five other privately held parcels used for various commercial and residential uses. They pay almost $2.2 million in annual property taxes on these properties. Nicholas & Associates, Inc., the developer and a related entity, plans to rehabilitate and lease the property to a yet -to -be determined entity or entities who will use the property for light industrial purposes (the Property is currently zoned I-1 Limited Industrial). The property is currently under contract, with a purchase price of $8,085,000, and additional capital will be allocated for rehabilitation and development should the Class 6B incentive be approved. The applicant is requesting the 6b incentive to maintain their taxes at around $1.50 per square foot for their property. If the extension is not granted, they estimate their tax bill would rise to $3.50 per square foot. Similar properties in nearby Lake and DuPage County range from $1 to $1.50 per square foot. Staff has reviewed the submitted application and is supportive of the request. Discussion Alternatives 1. Approve the resolution supporting 1450 Feehanville Partnership, LLC's application for a Cook County Class 6B Incentive for the property located at 1450 Feehanville Drive. 2. Action at the discretion of the Village Board. Staff Recommendation Staff recommends that the Village Board approve the resolution supporting GKI Industrial Chicago, LLC's application for the renewal of their Cook County Class 6B Incentive for the property located at 1450 Feehanville Drive. Attachments 1. 1450 Feehanville Partnership, LLC 6B Attachment 3-12-2024 2. Resolution Class 6b 1450 Feehanville Rd Mill Bill Cooney (bcooney@mountpros2ect.org) Director of Community Development Village of Mount Prospect Village Hall 50 S. Emerson Street Mount Prospect, IL 60056 DATE CONCERN PAGE 03.05.24 Class 6b Eligibility Application 1/2 1450 Feehanville Partnership, LLC 1450 Feehanville Drive, Mount Prospect, IL 60056 PIN: 03-35-200-039-0000 Dear Mr. Cooney: On behalf of 1450 Feehanville Partnership, LLC (the "Applicant"), enclosed please find a Class 6b Eligibility Application, based on Occupation of Abandoned Property - With Special Circumstances - and Substantial Rehabilitation, for the former Makita distribution center located at 1450 Feehanville Drive in Mount Prospect. The property is currently improved with a part 35 -year old and part 38 -year old, single -story, industrial distribution building. The total building area is approximately 110,728 square feet and the total land area is 243,936 square feet. The property is zoned I-1, Limited Industrial. The property is currently 100% vacant, It was last occupied by Makita U.S.A., Inc., which occupied the property as its central distribution center from 1986 until it closed on June 28, 2023, resulting in the loss of 26 jobs. The Applicant is currently under contract to purchase the property, with closing expected in March 2024 or April 2024. The Applicant plans to rehabilitate and lease the property to a yet -to -be determined entity or entities who will use the property for industrial purposes. Nicholas & Associates, Inc. ("N&A"), - the developer and a related entity - is familiar with the subject's market and the Kensington Business Center, as it has redeveloped a number of properties in the Center, including 1001 Feehanville Drive (N&A Headquarters), 1250 Feehanville Drive (E.A. Langenfeld Associates), 1401 Feehanville Drive (Parenti & Raffaelli), 1501 Feehanville Drive & 430 Lakeview Court (Mount Prospect Ice Arena & Nicholas Sportsplex), 431 Lakeview Court, and 555 E. Business Center Drive. The Applicant is, therefore, qualified in developing and leasing speculative industrial space. The property requires substantial rehabilitation in order to be reoccupied, and Applicant is committed to immediate improvements. The Applicant expects the rehabilitation to begin as soon as possible after closing, which will create temporary construction jobs in the area. -H [a 1; [ r1 H hl�i As previously noted, the property is currently under contract, with a purchase price of $8,085,000, and additional capital will be allocated for rehabilitation and development of the property. The Applicant looks forward to its acquisition and redevelopment within the Kensington Business Center, which will return a vacant, abandoned industrial site to productive use, increase employment opportunities in the Village, create additional temporary employment opportunities during construction, increase economic activity in the area, and generate growth in the real property tax base. The Class 6b is necessary to be competitive in the market and attract tenants. The Village is at a competitive disadvantage with the neighboring counties of Lake and DuPage in attracting industrial development. Additionally, the property is located in a neighborhood in which there are 19 parcels receiving a Class 6b Tax Incentive. Supporting a Class 6b on the property will afford the Applicant the same opportunity as others in the area have received. The Applicant is requesting a Resolution from the Village Board stating that it supports and consents to the Class 6b application, that it has determined that the incentive provided by Class 6b is necessary for development to occur on the site, and that special circumstances justify finding that the property is deemed abandoned for purpose of Class 6b. The Applicant requests that this matter be placed on the agenda of the Village Board Meeting on March 19, 2024. Please do not hesitate to contact me at (312) 988-0207 if you have any questions or if you need any additional information. Thank you for your consideration. Sincerely, 7�- Gregory'. amantopoulos Enclosure cc: Jason Shallcross, Deputy Director of Community Development(jshallcross@mountprospect.org) 0 0 k COOK COUNTY ASSESSOR'S OFFICE 04 c4 COOK COUNTY ASSESSOR 118 NORTH CLARK STREET, CHICAGO, IL 60602 s .� PHONE: 312.443.7550 FAX: 312.603.6584 F R I T Z KA E G I ^"" �5 WWW.COOKCOUNTYASSESSOR.COM l�fJO CLASS 6B ELIGIBILITY APPLICATION Carefully review the Class 6B Eligibility Bulletin before completing this Application. For assistance, please contact the Assessor's Office, Development Incentives Department (312) 603-7529. This application, a filing fee of $500.00, and supporting documentation (except drawings and surveys) must be filed as follows: This application must be filed PRIOR TO the commencement of New Construction or PRIOR TO the commencement of Substantial Rehabilitation Activities or PRIOR TO the commencement of Reoccupation of Abandoned Property. Applicant Information Name: Gina Bertolini Company: 1450 Feehanville Partnership, LLC Address: 1001 Feehanville Drive Telephone: ( 847 ) 394-6200 City: Mount Prospect State: IL Email: gina(a)-nicholasquality.com Contact Person (if different than the Applicant) Name: Gregory P. Diamantopoulos Company: Verros Berkshire, P.C. Address: 1S660 Midwest Road, Suite 300 City: Oakbrook Terrace Email: greg@verrosberkshire.com Zip Code: 60056 Telephone: ( 312 ) 988-0207 State: IL Zip Code: 60181 Property Description (per PIN) If you are applying for more than three different PINs, please submit the additional PIN information in an attachment. Street Address: (1) 1450 Feehanville Drive Permanent Real Estate Index Number: 03-35-200-039-0000 (2) Permanent Real Estate Index Number: (3) Permanent Real Estate Index Number: City: Mount Prospect Township: Wheelin State: I L Zip Code: 60056 Existing Class: 5-93 Attach legal description, site dimensions and square footage and building dimensions and square footage. Identi/ieation of Person Having an Interest in the Property Attach a complete list of all owners, developers, occupants and other interested parties (including all beneficial owners of a land trust) identified by names and addresses, and the nature and extent of their interest. Industrial Use Attach a detail description of the precise nature and extent of the intended use of the subject property, specifying in the case of the multiple uses the relative percentages of each use. Include copies of materials, which explain the occupant's business, including corporate letterhead, brochures, advertising material, leases, photographs, etc. Employment Opportunities How many construction jobs will be created as a result of this development? TBD How many new permanent full-time and part-time employees do you now employ in Cook County? Full-time: 0 Part-time: 0 How many new permanent full-time jobs will be created by this proposed development? TBD How many new permanent full-time jobs will be created by this proposed development? TBD Nature of Development Indicate nature of proposed development by checking the appropriate space: [ ] New Construction (Read and Complete Section A) X Substantial Rehabilitation (Read and Complete Section A) Incentive only applied to the market value attributable to the rehabilitation [ ] Occupation of Abandoned Property - No Special Circumstance (Read and Complete Section B) XOccupation of Abandoned Property - With Special Circumstance (Read and Complete Section C) [ ] Occupation of Abandoned Property - (CEERM Supplemental Application) (Read and Complete Section C) SECTIONA (NEW CONSTRUCTION/SUBSTANTIAL REHABILITATION) If the proposed development consists of New Construction or Substantial Rehabilitation, provide the following information: Estimated date of construction commencement (excluding demolition, if any): ASAP Estimated date of construction completion: ASAP Attach copies of the following: 1. Specific description of the proposed New Construction or Substantial Rehabilitation 2. Current Plat of Survey for subject property 3. 1st floor plan or schematic drawings 4. Building permits, wrecking permits and occupancy permits (including date of issuance) Complete description of the cost and extent of the Substantial Rehabilitation or New Construction (including such items as contracts, itemized statements of all direct and indirect costs, contractor's affidavits, etc) SECTIONB (ABANDONED PROPERTY WITHNO SPECIAL CIRCUMSTANCE) If the proposed development consists of the reoccupation of abandoned property, purchased for value, complete (1) and (2) below: 1. Was the subject property vacant and unused for at least 12 continuous months prior to the purchase for value? [ ] YES [ ] NO When and by whom was the subject property last occupied prior to the purchase for value`? Attach copies of the following documents: (a) Sworn statements from person having personal knowledge attesting to the fact and the duration of vacancy and abandonment (b) Information (such as statements of utility, companies) which demonstrate that the property was vacant and unused and indicate duration of such vacancy 2. Application must be made to the Assessor prior to occupation: Estimated date of reoccupation: Date of Purchase: Name of purchaser: Name of seller: Relationship of purchaser to seller: Attach copies of the following documents: (a) Sale Contract (b) Closing Statement (c) Recorded Deed (d) Assignment of Beneficial Interest (e) Real Estate Transfer Declaration SECTION C (SPECIAL CIRCUMSTANCES) If the applicant is seeking special circumstances to establish that the property was abandoned for purposes of the Incentive where there was a purchase for value, but the period of abandonment prior to purchase was less than 12 months, complete section (1). If the applicant is seeking special circumstances to establish that the property was abandoned for purposes of the Incentive where there was no purchase for value, but the period of abandonment prior to the application 12 continuous months or greater, complete section (2). 1. How long was the period of abandonment prior to the purchase for value? 9 months When and by whom was the subject property last occupied prior to the purchase for value? Makita U.S.A. Inc. closed the Mount Prospect Distribution Center on June 28, 2023. Attach copies of the following documents: (a) Sworn statements from persons having personal knowledge attesting to the fact and the duration of the vacancy and abandonment (b) Information (such as statements of utility companies) which demonstrate that the property was vacant and unused and indicate duration of vacancy (c) Include the finding of special circumstances supporting "abandonment" as determined by the municipality, or the County Board, if located in an unincorporated area. Also include the ordinance or resolution from the Board of Commissioners of Cook County stating its approval for less than 12 -month abandonment period. Application must be made to the Assessor prior to the commencement of reoccupation of the abandoned property. Estimated date of Reoccupation: Date of purchase: Name of purchaser: Name of seller: Relationship of purchaser to seller: Attach copies of the following documents: (a) Sale Contract (b) Closing Statement (c) Recorded Deed (d) Assignment of Beneficial Interest (e) Real Estate Transfer Declaration ASAP Under Contract 1450 Feehanville Partnership, LLC Makita U.S.A., Inc. None 2. How long has the subject property been unused? [ ] ] 2 or greater continuous months (Eligible for Special Circumstance) [ ] 3 continuous months and maintain/create 250 Employees (Eligible for Special Circumstance under CEERM) - Complete CEERM Supplemental Application [ ] Not Eligible for Special Circumstance if No purchase and less than 12 continuous months vacant, or not a CEERM When and by whom was the subject property last occupied prior to the filing of this application? Attach copies of the following documents: (a) Sworn statements from persons having personal knowledge attesting to the fact and the duration of the vacancy and abandonment (b) Information (such as statements of utility companies) which demonstrate that the property was vacant and unused and indicate duration of vacancy (c) Include the finding of special circumstances supporting "abandonment" as determined by the municipality, or the County Board, if located in an unincorporated area. Also include the ordinance or resolution from the Board of Commissioners of Cook County stating its approval for lack of a purchase for value. Application must be made to Assessor prior to the commencement of reoccupation of the abandoned property. Estimated date of reoccupation: CEERM SUPPLEMENTAL APPLICATION (This form will ONLY be utilized for applicants who specifically elect for CEERM) This supplemental eligibility application is f or properties that have been abandoned (due to special circumstances) where there has been no purchase for value and the buildings and other structures have been vacant and unused for at least three continuous months and applicant has provided sufficient documentation to establish that such applicant will create or maintain at least 250 jobs for employees at the subject location. The CEERM Program shall be limited to the party who is the initial applicant of the Class 6B Incentive under the CEERM Program and the subject of the municipal Resolution or Ordinance. Under the CEERMProgram, qualifying industrial real estate would be eligible for the Class 6B level of assessment from the date ofsubstantial re -occupancy of the abandoned property. Properties receiving Class 6B will be assessed at 10% of market value for the first 10 years, 15% in the 11th year and 20% in the 12th year. The terms of this program are Not Renewable. I applicant/representative hereby specifically elect to submit this Supplemental Application for the CEERM program. Further affiant sayeth not. Agent's Signature Agent's Mailing Address Applicant's Name Applicant's e-mail address Subscribed and sworn before me this day of Signature of Notary Public Agent's Name & Title Agent's Telephone Number Applicant's Mailing Address 20 LOCAL APPROVAL A certified copy of a resolution or ordinance from the municipality in which the real estate is located (or the County Board, if the real estate is located in an unincorporated area) should accompany this Application. The ordinance or resolution must expressly state that the municipality supports and consents to this Class 6B Application and that it finds Class 6B necessary for development to occur on the subject property. If a resolution is unavailable at the time the application is filed, a letter from the municipality or the County Board, as the case may be, stating that a resolution or ordinance supporting the incentive has been requested may be filed with this application instead. If the applicant is seeking to apply based on the reoccupation of abandoned property and will be seeking a finding of "special circumstances" from the municipality, in addition to obtaining a letter from the municipality confirming that a resolution or ordinance supporting the incentive has been requested, the applicant must file a letter from the County Board confirming that a resolution validating a municipal finding of special circumstances has been requested. If, at a later date, the municipality or the County Board denies the applicant's request for a resolution or ordinance, the applicant will be deemed ineligible for the Class 613 incentive, whether or not construction has begun. In all circumstances, the resolution must be submitted by the time the applicant files an "Incentive Appeal". FINALIZING THE INCENTIVE PROCESS In order to finalize the class change you will need to file an Incentive Appeal with supporting documentation (including Proof of Occupancy) in the year that the property has been substantially occupied. It is advised that you access our website (www.cookcountyassessor.com) to determine the allowable filing dates for such action. When filing an appeal requesting an Incentive Class Change, a $100.0,0 filing fere (made out to the Cook County Ass;ssor) must be included. The property cannot receive Class 611 designation until you file an Incentive Appeal Form, AND this office grants reclassification for the parcel(s). I, the undersigned, certify that I have read this Application and that the statements set forth in this Application and in the attachments hereto are true and correct, except as those matters stated to be on information and belief and as to such matters, the t udersigned certifies that he/she believes the same to be true. ....www__.w_ -_ i at --I�at Gina Bertolini Print NameTitle Manager 4/1/2022 Property Description The subject property, located at 1450 Feehanville Drive, Mount Prospect, Illinois 60056 (PIN 03-35--200--039-0000), is improved with a part 38 -year old (built 1986) and part 35 -year old (addition built 1989), single -story, industrial distribution building. The total building area is 110,728 square feet (See attached Cook County Assessor Property Record Cards)and the total land area is 243,936 square feet. The subject property is zoned I--1, Limited Industrial. Copies of the following documents are attached: • Legal Description; • Village of Mount Prospect GTS Map; • Cook County GIS Map; • Additional Aerials; • Photos of the Subject Property; • Existing Site Plan; • Existing Building Floor Plan; • Existing Office Floor Plan; • Village of Mount Prospect Zoning Report; • Cook County Assessor Property Record Cards. LEGAL DESCRIPTION LOT 603 IN KENSINGTON CENTER -RESUBDIVISION NINETEEN, BEING A SUBDIVISION OF LOT 601 IN KENSINGTON CENTER -PHASE SIX, IN PART OF THE NORTH 1/2 OF SECTION 35, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, AS PER PLAT FILED JULY 31, 1986 AS LR3536485, AND RECORDED AUGUST 1, 1985 AS DOCUMENT 86329077, IN COOK COUNTY, ILLINOIS. Commonly Known As: 1450 Feehanville Drive, Mount Prospect, Illinois 60056 Permanent Index Number: 03-35-200-039-0000 LJ 4l'—fl"14 Lu 0) 00 ro 4) Eca �R w n x Co ro 0 (.) n. 0 4) 0 (D lU F V) 0 z 4l'—fl"14 404n01 00 CY) BX 4l'—fl"14 • a I ift E C-4 CN (0 N C, -7 6 C3 11 t Cl lU LL C) LO A C) ro ro ui Cl) LL vi 2: U) cn 0 (1) covi m 9 5 -e z UY CD m E �r nE � r � ho1� ✓n '/ Y k W cam; ✓ ui�d 1d°<✓��w�d�n��°✓��`"a"1�°��,�� ✓ � ✓yeti 1 r�fi f � ��,�"�� a y tv fb v P ✓ x! %� mr s tFwv fiQ'fo 4-0 W1111 P4 i qA � air n A mW i >l l r �.� wy ✓ hdM ✓ s wob Q VIM o� o- �'' �u k l p a An �' �ip I� �nl (�Hroi Ptlll. 1 s��/ 9 �(���✓ ���i,'��✓ o" 9RW pw I, ea✓ E MEN In yap b �; r y 17✓"� kmf� r- 1 d ^✓°.. p,,.. 1 W p r I s'B`�.. ' r . 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II 11-0 2114 - - - - - - - - - - I Ai FILE ROOM OFEI FICE! 13 (-OWEFZEWE B�Et.K ROOM DREAr ARE ---------- 1450 FEERALWLLE _ntiE FL.009 PI -AN W PROSPECT, IWNOIS Copyrighted report licensed to Verros Berkshire, PC - 27330470. Village of Mount Prospect Parcel Report PIN: 03-35-200-039-0000 Address: 1450 FEEHANVILLE DR City: MOUNT PROSPECT Subdivision: KENSINGTON CENTER RESUB 19 ZIP: 60056 Quarter Section: W 1/2 of the NE 1/4 of Section 35-42-11 if Township: WHEELING Zoning Code: 11 Annexation Year: 1986 Description: LIMITED INDUSTRIAL FEMA Flood Zone: AE Land Use: USE FEMAFIRM Panel: Quarter Section: W 1/2 of the NE 1/4 of Section 35-42-11 Township: WHEELING Zoning Code: 11 Annexation Year: 1986 Description: LIMITED INDUSTRIAL FEMA Flood Zone: AE Land Use: USE FEMAFIRM Panel: 208 Land Sq Footage: 246774.36301042 Voting Precinct: 42 H. Senate District: 29 US Congressional District: 10 H. Representative District: 57 Garbage Pick-up Day: VARIES Leaf Pick-up Day: VARIES Elementary School District: DISTRICT26 Elementary School District Link: High School District: High School District Link: Park District: River Trails Park District Snow Removal Service Provider: Sewer Service Provider: Water Service Provider: Fire Protection Provider: VILLAGE OF MOUNT PROSPECT Police Protection Provider: VILLAGE OF MOUNT PROSPECT Cook County Property Info Link: littp://www.cool(countypt-opertyinfo.coi-n/default.aspx Report Generated Feb 29,2024 q (No © °� qw A 1131 t L �M LL o h •t ,a fb .� p E. 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G S E N U V1 OC J N Q LL N O a LL 4 U l�f v4i Identification of Persons or Entities Havina an Interest in the Property Applicant: LLC Managers: Developer: 1450 Feehanville Partnership, LLC, an Illinois Limited Liability Company Gina Bertolini 1001 Feehanville Drive Mount Prospect, IL 60056 (847) 394-6200 gina@nicholasquality,com Nicholas & Associates, Inc. 1001 Feehanville Drive Mount Prospect, IL 60056 (847) 394-6200 info@nicholasquality.com www.nicholasgj ality.com Nicholas E. Papanicholas 1001 Feehanville Drive Mount Prospect, IL 60056 (647) 394-6200 nickjr@nicholasquality.com Occupant: Speculative - the Applicant plans to rehabilitate and lease the subject property to a yet -to -be determined entity or entities that will use the property for industrial purposes, as defined in the Cook County Real Property Assessment Classification Ordinance. Copies of the following documents are attached: • Applicant's Illinois Secretary of State Entity Information • Illinois Limited Liability Company Act Articles of Organization (Form LLC --5.5) Business Entity Search Entity Information Entity 1450 FEEHANVILLE PARTNERSHIP, LLC Name Principal 1001 FEEHANVILLE DRIVE Address MOUNT PROSPECT,IL 600560000 Fite 14223746 Status ACTIVE on 01-12-2024 Number Entity Type LLC Type of Domestic Org. Date/Admission0l -12-2024 Date Duration PERPETUAL Annual Report 00-00-0000 Filing Date Agent CAROLYN STRAHAMMER Information 1001 FEEHANVILLE DR MOUNT PROSPECT, IL 60056-6006 LLC Jurisdiction IL Annual Report Year Agent 01-12-2024 Change Date Office Secretazy State of the of flSosW gov Business Entity Search Entity Information Entity 1450 FEEHANVILLE PARTNERSHIP, LLC Name Principal 1001 FEEHANVILLE DRIVE Address MOUNT PROSPECT,IL 600560000 Fite 14223746 Status ACTIVE on 01-12-2024 Number Entity Type LLC Type of Domestic Org. Date/Admission0l -12-2024 Date Duration PERPETUAL Annual Report 00-00-0000 Filing Date Agent CAROLYN STRAHAMMER Information 1001 FEEHANVILLE DR MOUNT PROSPECT, IL 60056-6006 LLC Jurisdiction IL Annual Report Year Agent 01-12-2024 Change Date Services and More Information Choose a tab below to view services available to this business and more information about this business. Managers t Address BERTOLINI, GINA 1001 FEEHANVILLE DRIVE MOUNT PROSPECT, IL 60056 PAPANICHOLAS, 1001 FEEHANVILLE DRIVE NICHOLAS E. MOUNT PROSPECT, IL 60056 Showing 1 to 2 of 2 entries Previous I 1 Next Form L L C -5.5 Secretary of State Alexi Giannoulias Department of Business Services Limited Liability Division www.ilsos.gov Illinois Limited Liability Company Act Articles of Organization FILE # 14223746 FILED Filing Fee: $150 JAN 12 2024 Alexi Giannoullas Approved By: PJW Secretary of State 1. Limited Liability Company Name: 1450 FEEHANVILLE PARTNERSHIP, LLC 2. Address of Principal Place of Business where records of the company will be kept: 1001 FEEHANVILLE DRIVE MOUNT PROSPECT. IL 60056 3. The Limited Liability Company has one or more members on the filing date, 4. Registered Agent's Name and Registered Office Address: CAROLYN STRAHAMMER 1001 FEEHANVILLE DR MOUNT PROSPECT, IL 60056-6006 5. Purpose for which the Limited Liability Company is organized: "The transaction of any or all lawful business for which Limited Liability Companies may be organized under this Act:' 6. The LLC is to have perpetual existence. 7. Name and business addresses of all the managers and any member having the authority of manager: PAPANICHOLAS, NICHOLAS E. 1001 FEEHANVILLE DRIVE MOUNT PROSPECT, IL 60056 BERTOLINI, GINA 1001 FEEHANVILLE DRIVE MOUNT PROSPECT, IL 60056 8. Name and Address of Organizer I affirm, under penalties of perjury, having authority to sign hereto, that these Articles of Organization are to the best of my knowledge and belief, true, correct and complete. Dated: JANUARY 12, 2024 GINA BERTOLINI 1001 FEEHANVILLE DRIVE MOUNT PROSPECT, IL 60056 This document was generated electronically at www.lisos.gov Description of the Industrial Use & Proposed Substantial Rehabilitation The subject property, located at 1450 Feehanville Drive, Mount Prospect, Illinois 60056 (PIN 03-35-200-039-0000), is currently improved with a part 38 -year old (built 1986) and part 35 -year old (addition built 1989), single - story, industrial distribution building. The total building area is 110,728 square feet and the total land area is 243,936 square feet. The subject property is zoned I-1, Limited Industrial. The property was last occupied by Makita U.S.A., Inc. ("Makita USA"). It occupied the subject property as its central distribution center from 1986 until it closed on June 28, 2023. On April 28, 2023, Makita USA provided notice to affected employees of layoffs as a result of a company -wide reorganization and reduction in force made necessary by the company's financial condition. All employees subject to layoff had a separation date/last day of work on June 28, 2023, with layoffs effective June 29, 2023. In total 26 jobs - outlined below - were lost due to the permanent closure of the distribution center: Positions/Job Titles No. Inventory Control Clerk II 1 Inventory Control Lead 1 Inventory Control Supvsr 1 Material Handler I 1 Material Handler 11 12 Material Handler III 4 Warehouse Clerk II 1 Warehouse Lead 3 Warehouse Supervisor 1 Sr DC Manager 1 The Applicant plans to rehabilitate and lease the subject property to a yet - to -be determined entity or entities who will use the property for industrial purposes, as defined in the Cook County Real Property Assessment Classification Ordinance. The Developer --- a related entity - is familiar with the subject's market and the Kensington Business Center. It has redeveloped a number of properties in the Kensington Business Center, including 1001 Feehanville Drive, 1250 Feehanville Drive, 1401 Feehanville Drive, 1501 Feehanville Drive, 430 Lakeview Court, and 431 Lakeview Court. The Applicant, therefore, is qualified and experienced in identifying industrial tenants and leasing speculative industrial space. The subject property needs substantial rehabilitation in order to be reoccupied, and Applicant has committed to immediate improvements. The Applicant expects the substantial rehabilitation to begin as soon as possible after closing, which will create temporary construction jobs in the area. The purchase price is $8,085,000 (See attached Purchase and Sale Agreement), however, the rehabilitation budget has not been finalized. The Applicant looks forward to its acquisition and redevelopment within the Kensington Business Center, which will return a vacant, abandoned industrial site to productive use, increase employment opportunities in the Village, create additional temporary employment opportunities during construction, increase economic activity in the area, and generate growth in the real property tax base. The Class 6b is also necessary to be competitive in the market and attract tenants, The Village is at a competitive disadvantage with the neighboring counties of Lake and DuPage in attracting industrial development. Additionally, the subject property is in what has been designated Neighborhood 10 in Wheeling Township by the Cook County Assessor's Office and, attached to this Application is a list of 19 tax parcels in the same Neighborhood that have a Class 6b Tax Incentive. Supporting a Class 6b on the subject property will afford the Applicant the same opportunity as others in the area have received. properties inWheelingneighborhoodio 54,!,m(bAga-In LAND BUILDING TOTAL LAND OUILDING ASSESSED ASSESSED ASSESSED PIN AODR"S UNIT CITY CLASS CODE SQ, FT, SQ, FT, VALUE VALUE VALUE 555 BUSINESS CENTER DR MOUNT PROSPECT 663 114725 NIA $80,308 $121088 $203396 801 E BUSINESS CENTER DR MOUNT PROSPECT 663 120833 N/A 584.583 $150,627 $235,210 891 FEEHANVI LUE DR MOUNT PROSPECT 665 79249 N/A S55A74 $157,376 5212,850 01-35=191--9,3Q:000 1061 FEEHANVILLE DR MOUNT PROSPECT 663 105829 N/A $74,080 $154,114 $228,194 Ql- 35=lQA=.QQ7zQQ09. 900 E BUSINESS CENTER DR MOUNT PROSPECT 663 127343 NIA $89,140 5188,776 $277.9I6 03=35=Wl. -90 _QQQ0 700 N BUSINESS CENTER OR MOUNTPROSPECT 663 111727 NIA $78,209 $127,542 5205,751 902 FEEHANVILLE DR MOUNT PROSPECT 663 108076 N/A $224,735 $470,184 $694,919 1100 N BUSINESS CENTER OR MOUNT PROSPECT 663 227399 N/A 5I59,179 $197.949 $357,128 03715'.104 - 057--0,009 1000 BUSINESS CENTER DR WHEELING 663 250257 N/A 5175,180 $393,148 $568,328 QL35..117.1 =125M1-..PI5 Q 1000 BUSINESS CENTER DR WHEELING 663 141703 N/A $99,192 $388,766 $487,958 1350 FEEHANVILLE DR MOUNTPROSPECT 663 256634 N/A 5179,644 $197,740 5377,384 01.-3i,2J�QASqr -.AQQQ 1500 BISHOP CT MOUNT PROSPECT 663 204290 N/A $143.003 5191577 $336,580 420 KINGSTON CT MOUNT PROSPECT 663 199070 NIA $139,349 $284,835 $424.184 411 KINGSTON CT MOUNT PROSPECT 663 142868 NIA $100,008 8146131 $246,139 01=".35.-.2.00-900-090Q 1401 FEEHANVILLE DR MOUNT PROSPECT 665 227479 N/A $159,235 $235,011 $394,246 451 KINGSTON CT MOUNTPROSPECT 663 128177 NIA $89,724 $128,920 $218,644 431 KINGSTON CT MOUNT PROSPECT 60 122931 NIA $86.052 5300,816 5386,868 03= 3 1100 BUSINESS CENTER OR MOUNT PROSPECT 663 11[4581 N/A 580,207 $99,962 $180,169 1200 N BUSINESS CENTER DR MOUNTPROSPECT 663 291000 NIA $204192 $708,586 $912,$78 §!:;(;[(;(((( (! } !))}}}}} a:_ [}}}))}){}}}} : _- )!) Ex. A MAKITA U.S.A., INC. Eff. 6/28/23 REDUCTION IN FORCE LIST Total by LOCATION POSITIONS/JOB TITLES No. location Factory Service Center Service Tech Jr 1 198 Vanderbilt Ave. Service Technician Sr. 1 Norwood, MA 02062 Factory Service Manager 1 3 Factory Service Center Service Technician Jr 1 5720 Arville St., Suite 114 Factory Service Manager 1 Las Vegas, NV 89128 Service Technician Sr 1 Service Technician Spec 1 4 Factory Service Center Service Technician Jr 1 3226 Arden Road Service Technician Sr 2 Hayward, CA 94545 Service Technician 1 Factory Service Manager 1 Servcie Admin. Asst. 1 6 Factory Service Center Factory Service Manager 1 4908 NE 122nd Ave. Service Technician Spec 1 Portland, OR 97230 Service Admin. Asst. 1 Service Technician Jr 1 4 Factory Service Center Service Technician Jr 1 2101 NW 33rd St., Suite 800A Service Technician Sr 3 Pompano Beach, FL 33069 Service Technician Spec. 1 Factory Service Manager 1 Service Admin Assistant 1 7 Factory Service Center Service Technician Spec 1 5219 Langfieid Road Service Technician 1r 1 Houston, TX 77040 Service Technician Sr 3 Service Admin. Asst. 1 Factory Service Manager 1 7 Distribution Center Inventory Control Clerk II 1 14930 Northam Street Inventory Control Lead 1 La Mirada, CA 90638 Material Handler 1 6 Material Handler 1[ 6 Material Handler 111 4 Warehouse Lead 1 Warehouse Supervisor 1 Wave Planner 1 21 1 Ex. A MAKITA U.S.A., INC. Eff. 6/28/23 REDUCTION IN FORCE LIST Total by LOCATION POSITIONS/JOB TITLES No. location Distribution Center Inventory Control Clerk It 1 1450 Feehanville Dr. Inventory Control Lead 1 Mt. Prospect, IL 60056 Inventory Control Supvsr 1 Material Handler 1 1 Material Handler II 12 Material Handler 111 4 Warehouse Clerk 11 1 Warehouse Lead 3 Warehouse Supervisor 1 Sr DC Manager 1 26 Distribution Center Demo Tool Coordinator 1 910 E. Pleasant Run Rd. Material Handler I 1 Wilmer, TX 75175 Material Handler 11 1 Warehouse Clerk 1 4 California Corporate Office 3D Modeler/Designer 1 14930 Northam Street AR Clerk 1 La Mirada, CA 90638 AR Clerk 11 1 Assistant Marketing Channel Manager 1 Collection Clerk 1 Collection Clerk Jr 2 Corporate Account Manager 1 Demonstration Event Specialist 11 1 Designer 1 Designer Senior 1 Digital Content Specialist 1 Factory Market Service Manager 1 Key Account Manager, OPE 1 Marketing Accounts Service Administrator 1 Marketing Asso Brand Manager 1 Marketing Lead 1 Marketing Product Manager 1 Marketing Specialist 1 National Accounts Manager 2 Product Marketing Specialist - OPE 1 Receptionist 1 Regional Contractor Sales Manager 1 Residential Construction Sales Manager 1 Retail Sales Rep 3 Safety/Loss Administrator 1 Sales Operations Analyst Jr. 1 2 Ex. A MAKITA U.S.A., INC. Eff. 6/28/23 REDUCTION IN FORCE LIST Total by LOCATION POSITIONS/JOB TITLES No. location Cal. Corp. Office, Cont'd Senior Demonstration Event Specialist 1 Supply Chain Analyst 3 Technical Support Analyst 1 Technical Support Lead 1 Territory Manager 7 Territory Manager OPE 2 Trade Compliance Coordinator 1 Trade Show Manager 1 Vice President 2 49 California Corporate Office - Employees AZ Key Account Manager, Energy 1 Located Outside of California CO Factory Market Service Manager 1 [By State] CO Territory Manager 1 MO Territory Manager 1 ND Territory Manager 1 NE Territory Manager 1 NJ Territory Manager 1 NY National Trainer 1 Oil Territory Manager 1 OR Territory Manager 1 OR Territory Manager OPE 1 SC E -Commerce Analyst 1 TX National Accounts Manager 1 TX Territory Manager OPE 2 TX Vice President 1 WA Retail Sales Rep 1 WA Territory Manager 1 WI Territory Manager 1 19 Reno, NV Dist, Center and Demonstration event specialist 1 Customer Service Office Technical Support Rep 1 10200 Military Rd. Customer Service Rep Jr 1 Reno, NV 89506 Customer Service Rep Jr. - Bilingual 2 5 Georgia Mid -Atlantic Dist. Center and Offices 4200 Falcon Pkwy. Flowery Branch, GA 30542 Customer Service Rep 1 Customer Service Rep Jr 3 Customer Service Rep Sr 1 Demonstration Event Specialist 1 Demonstration Event Specialist it 1 Human Resource Manager 1 Inside Sales Supervisor, National Accounts 1 Manufacturing Tech 1 1 Material Handier II 1 3 Ex. A MAKITA U.S.A., INC. Eff. 6/28/23 REDUCTION IN FORCE LIST Total by LOCATION POSITIONS/10B TITLES No. location Georgia Mid-Altantic Dist. Center Nat Acct Inside Sales Rep 3 and Offices, Cont'd National Accounts Manager 2 National Field Sales Manager 1 Retail Sales Rep 1 Supply Chain Analyst 1 Technical Support Jr 1 Training Coordinator 1 Warehouse Clerk 1 1 22 Georgia Mid -Atlantic Dist. Center CT National Accounts Manager 1 and Offices - Employees Located FL Key Account Manager, Energy 1 Outside of Georgia FL National Accounts Manager 2 [By State] FL Retail Sales Rep 1 FL Territory Manager 1 IL Retail Sales Rep 1 IL Territory Manager 1 MA Key Accounts Mgr 1 MA Territory Manager 1 MA Territory Manager OPE 1 MI Residential Construction Sales Manager 1 MI Sales Representative 1 MO Demonstration Event Specialist 1 MO Territory Manager OPE 1 NC Territory Manager OPE 1 NH Retail Sales Rep 1 NH Territory Manager 1 NJ National Accounts Manager 1 NJ Retail Sales Rep 2 NJ Territory Manager 1 NY Retail Sales Rep 2 NY Territory Manager 2 PA Factory Market Service Manager 1 SC National Accounts Manager 1 TX Retail Sales Rep 3 TX Territory Manager 4 WI Factory Market Service Manager 1 36 TOTAL 213 4 PURCHASE AND SALE AGUE EMENT THIS PURCHASE AND SALE AGREEMENT, is made and entered into as of this 16t1' day of January 2024, by and between MAKITA U.S.A., INC., a California corporation (the "Seller"), and 1450 FEEHANVILLE PARTNERSHIP, LLC, an Illhtois limited liability company, or its assignee or nominee (the "PHI -Chaser"); WITNESSETH,That: WHEREAS, Seller is the owner of that certain parcel of land commonly known as 1450 Feehativille Drive, Mount Prospect, Illinois 60056, totaling approximately 1.12,290 square feet on 5.6 acres, which parcel is more particularly described in Exhibit A, attached hereto and incorporated herein (the "Land"); WHEREAS, Seller has agreed to sell to Purchaser, and. Purchaser has agreed to purchase from Seller the following on the terms and conditions hereinafter set forth: (i) The Land, together with all buildings and improvements located thereon and all of Seller's interest in all rights, privileges, easements and appurtenances benefiting the Land and/or the Improvements (as defined below), including, without limitation, Seller's interest, if any, in all mineral and water rights and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and/or the Improvements (the Land, the Improvements and all such rights, privileges, easements and appurtenances are sometimes collectively hereinafter referred to as the "Real Property"); (ii) Any and all personal property, equipment, supplies and fixtures owned by Seller and used or useful in the operation of the Real Property including, without limitation, all HVAC, plumbing, electrical and other general building systems, equipment and fixtures required for the use and oceupanuy of the buildings, but excluding, however, all personal property, equipment, supplies and trade specific, fixtures used or useable by Seller (collectively, the "Personal Property"); and (iii) To the extent transferable, all of Seller's interest in any intangible property used or useful in connection with the foregoing, including without limitation, the following (if any): contract rights, warranties, o taranties, licenses, permits, entitlements, governmental approvals and certificates of occupancy which benefit the Real Property and/or the Personal Property (the "Intangible Personal Property"). The Ileal Property, the Personal Property and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "Property." NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and other good and valuable consideration, all of which each party respectively agrees constitutes sufficient consideration received at or before the execution and delivery hereof, the parties hereto, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS AND MEANINQS. In addition to any other terms whose definitions are fixed and defined by this Agreement, each of the following defined terms, when used in this Agreement with an initial capital letter, shall have the meaning ascribed thereto by this Paragraph 1: 1.1 "Agreement" means this Purchase and Sale Agreement, together with any and all written amendments, modifications, supplements or restatements hereof and any and all exhibits and addenda attached hereto. ACTIVE 62781787v7 1.2 "Closing" means the consummation of the purchase and sale contemplated by this Agreement by the deliveries required under Section 11 hereof. 1.3 "Closing Date" means the date, established under Section 11.1 hereof, when the purchase and sale contemplated by this Agreement is to be consummated, as such date may be extended by mutual written agreement of the parties or pursuant to the express provisions of this Agreement. 1.4 "Contracts" means any and all Service Contracts. 1.5 "Earnest Money" is defined in Section 4 of this Agreement. 1.G "Effective Date" means the date on which this Agreement has been duly executed by both Seller and Purchaser and a fully executed counterpart has been delivered by Seller to Purchaser; such dale shall be inserted in the preamble on the first page of this Agreement. 1.7 "Escrow Agent" means the Title Company as escrow agent under the Escrow Agreement. 1.8 "Governmental Authority" means any federal, state, county, municipal, or other governmental authority or quasi -governmental authority, agency, board or office having jurisdiction of the property. 1.9 "Inspection Period" is defined in Section 5 of this Agreement. 1.10 "Obligations Surviving Termination" means those provisions hereof which, by their express terms, survive the Closing or earlier termination of this Agreement. 1.11 "Permitted Exceptions" means the following Title Exceptions: (a) All presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the Closing Date, subject to adjustment as hereinafter provided; (b) All covenants, restrictions, and rights of record and all easements and agreements of record for the erection and/or maintenance of water, gas, steam., electric, telephone, sewer, or other utility pipelines, poles, wires, conduits, or other like facilities, and appurtenances thereto, over, across, and under the Property, provided as to any such exceptions that are not set forth in the Title Commitment, do not interfere with the Property's present use, do not prohibit the maintenance and operation of the Property, and do not impose any financial or other obligations on the Purchaser; (c) The standard conditions and exceptions to title contained in the form of title policy or "marked -up" title commitment issued to Purchaser by the Title Company except for those standard conditions and exceptions that can be waived with an updated survey and documentation acceptable to the Title Company to waive such conditions and exceptions; (d) Any lien or encumbrance arising out of the acts or omissions of Purchaser; and (e) Any Title Exception which Purchaser fails to object or which Purchaser waives objection to pursuant to Section 6 hereof. 1.12 "Purchase Price" means Eight Million Eighty Five Thousand and 001100 Dollars ($8,085,000.00). 1.13 "Service Contracts" means any and all service, maintenance and other operating contracts with respect to the Real Property. 1.14"Title Company" means Chicago Title Insurance Company in Chicago, Illinois. 1.15 "Title Exception" and "Title Exceptions" mean any deeds to secure debt, mortgages, deeds of trust, liens, financing statements, security interests, easements, leases, rental agreements, licenses, restrictive covenants, agreements, options, claims, clouds, encroachments, rights, taxes, assessments, meclianics' or materialmen's liens (inchoate or perfected), liens for federal or state estate or inheritance takes, and other encumbrances of any nature whatsoever, whether existing of record or otherwise, together with any and all matters of any kind or description, including, without limitation, matters of survey and any litigation or other proceedings affecting Seller and which affect title to the Real Property or the right, power, and authority of Seller to convey fee simple marketable and insurable title to the Real Property to Purchaser, or its nominee, in accordance with the terms of this Agreement, together with any other exception or exclusion to or from coverage listed in the Title Commitment for the Real Property delivered to Purchaser pursuant to Section b.1 below. 2. PURCHASE AND SALE. Seller agrees to sell and Purchaser agrees to purchase the Property upon the terms and conditions set forth herein. 3. PAYMENT OF PURCHASE PRICE. The Purchase Price, as adjusted by prorations and adjustments as herein provided, shall be payable by Purchaser in full at Closing in cash by wire transfer of immediately available federal funds to a bank account of Escrow Agent designated by Escrow Agent in writing to Purchaser prior to the Closing, and, as adjusted by prorations and adjustments as herein provided, shall be subsequently payable in full at Closing in cash by wire transfer of immediately available federal funds to a bank account designated by Seller in writing to Escrow Agent prior to the Closing. 4. EARNEST MONEY. Within two (2) business days after the Effective Date, Purchaser shall deposit with the Escrow Agent, as earnest money hereunder, the suin of One Hundred Thousand and 001100 Dollars ($100,000.00) (the "Initial Deposit") by wire transfer of immediately available funds. Unless this Agreement has terminated ptdor to the expiration of the Inspection Period under Section 52, then within two (2) Business Days after the expiration of the Inspection Period or prior to if Purchaser waives all due diligence contingencies, Purchaser shall deposit with Escrow Agent, as additional earnest money hereunder, the sum of Three Hundred Four Thousand Two Hundred Fifty and No/100 Dollars ($304,250,00) (the "Additional Deposit") by wire transfer of immediately available funds. The Initial Deposit and the Additional Deposit, together with interest earned thereon, if any, shall be. referred to collectively as the "Earnest Money." Upon expiration of the Inspection Period or prior to if Purchaser waives all due diligence contingencies, the Earnest Money shall be nonrefundable but applicable to the Purchase Price at Closing, except in the case of a default by the Seller. If directed by Purchaser, Escrow Agent shall promptly invest the Earnest Money and the interest and income earned thereon shall be, the sole property of Purchaser, regardless of whether or not the transaction contemplated hereby is closed and consummated. The Earnest Money shall be held and disbursed by Escrow Agent pursuant to the terms of this Agreement. Whenever the Earnest Money is by the terms hereof to be disbursed by Escrow Agent, Seller and Purchaser agree promptly to execute and deliver such notice or notices as shall be necessary or, in the opinion of Escrow Agent, appropriate to authorize Escrow Agent to make such disbtu-sernent, INSPECTION PERIOD_ TERIWNATiON RIGHT. 5.1 Delive!y of Property Information. • Physical: If and to the extent Seller has information and documents in Seller's possession and control, then Seller shall deliver to Purchaser within seven (7) days after the Effective Date information related to physical aspects of the Property including but not Bruited to operating expense details for the past three (3) years, documentation on major capital expenditures made for the past five (5) years, information on any correspondence with governmental authorities regarding any unresolved zoning/code compliance issues, copies of the past three (3) years tax bills, assessment notices and documentation related to any tax protests,`copies of current Service Contracts, title documents, surveys, environmental studies. • Environmental: If and to the extent Seller has information and documents in Seller's possession and control, then Seller shall deliver to Purchaser within seven (7) days after the Effective Date all environmental information related to the Property including but not limited to any Phase I reports and any other environmental studies. Purchaser, at its expense, shall be responsible for obtaining anew Phase I report. In addition, during the term of this Agreement, Seller shall make available to Purchaser such other documents or information regarding the Property which are in the possession of Seller or its agents as Purchaser shall reasonably request in writing. Seller acknowledges Purchaser may desire to discuss or otherwise inquire about matters related to the .Property and the other Property Information with various Governmental Authorities and other relevant third parties, In this regard, Purchaser is permitted to contact all reasonably necessary thud parties and discuss with such third parties the Property Information and other matters related to the Property. Subject to any express representations and warranties by Seller in this Agreement, Seller's delivery of the Property Information to Purchase shall be without any representation, warranty or inference as to the accuracy or completeness thereof and Purchaser waives any claims against Seller arising from Purchaser's reliance on the Property Information. Subject to the reasonable necessity to use portions of the Property Information, or data derived therefrom, Purchaser agrees to use reasonable efforts to not share or discuss the Property Information with persons not reasonably necessary to effectuate the purposes for which the Property Information was requested by Purchaser. Except as noted herein, prior to Closing, neither Seller nor Purchaser shall make any press release concerning the transaction contemplated by this Agreement without the prior written consent of the other party. In the event the Agreement shall be terminated for any reason and by either party, Purchaser shall return to Seller, within five (S) business days, all originals of the Property information delivered to Purchaser. 5.2 Purchaser's Right of Inspection. Purchaser shall have the privilege during the Inspection Period of this Agreement, and as reasonably necessary under Section 8.5 below, of entering the Real Property Nvith Purchaser's agents, representatives or designees to inspect, examine, survey and undertake all engineering, environmental, or other tests which it may deem necessary or advisable. Purchaser hereby indemnifies and agrees to hold Seller harmless fronn and against any and all liens which may arise as a result of Purchaser's activities within the Real Property and against any loss, damage, liability, suit claim, cost or expense (including reasonable attorneys' fees and costs) arising out of or as a result of Purchaser, its planners, engineers, surveyors, architects, agents, employees, consultants, or invitees entering into the Real Property pursuant to the provisions of this Paragraph or otherwise prior to the Closing; provided that, notwithstanding the foregoing, Purchaser shall have no liability nor any obligation to indemnify or defend Seller for (i) Seller's negligence or willful misconduct, or (ii) pre- existing conditions discovered by any inspection of the Real Property and not unreasonably aggravated by Purchaser. This indemnity shall survive any termination of this Agreement and shall survive the Closing. Purchaser shall coordinate all onsite inspections, destructive testing activities, and other access with Seller's designated representative to take place during normal business hours, 'Monday through Friday and upon 24 hours' notice to Seller, in order to minimize the interference of such activities in the ongoing daily business of Seller. Seller shall be entitled to have a representative present at all times during each such inspection or other access. 5.3 Purchaser's Right of Termination. Purchaser shall have a due diligence period (the "Inspection period") commencing on the Effective Date and ending on the date that is forty-five (45) days after Purchaser's receipt of the Property Information to determine, in Purchaser's sole and absolute discretion, whether the Property is physically, legally, economically, and operationally satisfactory. In the event Purchaser is not satisfied with the results of its review of the Property for any reason or no reason, Purchaser shall be entitled to deliver to Seller (with a copy to Escrow Agent), on or prior to the last day of the Inspection Period, written notice of Purchaser's election to terminate this Agreement (a "Termination Notice"). Purchaser's Right of Termination shall be its sole remedy in the eventPurchaser is not satisfied with the results of its review of the Property and Seller shall have no obligation to -reduce the Purchase Price or otherwise modify the terns of this Agreement. If Purchaser fails to timely deliver a Termination Notice to Seller, then Purchaser sbalI be deemed to have waived its right to terminate this Agreement pursuant to this Section 5.3 and elected to continue this Agreement, and the Earnest iUioney shall be non-refundable except as otherwise expressly provided in this Agreement. Upon the termination of this Agreement by Purchaser as described above, Escrow Agent shall refund the balance of the Earnest Money to Purchaser whereupon neither of the parties hereto shall have any further rights or obligations hereunder whatsoever, except for Obligations Surviving Termination. 6. TITLE AND SURVEY. 6.1 Title Commitment. Within fourteen (14) days after the Effective Date, Seller, at its expense, shall obtain and deliver to Purchaser (a) a current ALTA owner's title policy insurance commitment issued by or on behalf of the Title Company committing to insure Purchaser's title to the Real Property in the amount of the Purchase Price (the "Title Commitment'), along with legible copies of all recorded instruments designated in the Title Commitment as exceptions or exclusions from coverage, to the extent in existence. 6.2 Survey. Within hventy-one (21) days after the Effective Date, Seller, at its expense shall obtain and deliver to Purchaser an updated ALTAlACSM survey of the Property prepared by a duty licensed Illinois laud surveyor certified to the Purchaser and to the Title Company (the "Survey"). 6.3 Title and Survey Objections. Prior to the expiration of the Inspection Period., Purchaser shall give Seller written notice of any Title Exceptions disclosed in the Title Commitment or the Survey which are not acceptable to Purchaser, excluding the Permitted Exceptions (such objected to Title Exceptions being sometimes hereinafter referred to individually as a "'Title Objection," and collectively as the "Title Objections"). The Inspection Period shall be extended one day for each day delivery of the Title Commitment (including recorded documents) or the Survey is delayed beyond the time periods set forth in Section 6.1 and 6.2. 6.4 Resolution of Title Objections. Within ten (10) business days after receipt from Purchaser of a written notice of any Title Objections, Seller shall notify Purchaser in writing (a "Title Objection Response") as to whether or not Seller will cure each such Title Objection, and if Seller elects to cure any one or more of the Title Objections, then Seller shall satisfy or correct, at Seller's expense, each such Title Objection on or before the date of Closing. Failure of Seller to give such Title Objection Response within such ten (10) business day period shall be deemed to be an election not to cure any of the Title Objections. In the event Seller elects, or is deemed to have elected, not to satisfy or cure any one or more of the Title Objections of which it is notified, then within ten (10) business days after receipt of written notice of Seller's election, or within ten (10) business days after the expiration of Seller's ten (10) business day notification period if Seller fails to give any such notice, Purchaser shall have the right to cure and remove any Title Objections and the reasonable costs incurred in connection with such cure shall be deducted from and credited against Purchase Price or cancel this Agreement and receive a refund of the balance of Earnest Money, in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, except for Obligations Surviving ' crariination. 6.5 Seller's Obligations Re arding 'title Objections. Except as expressly agreed by Seller pursuant to Section 6.4, Seller is not obligated to bring any action or proceedings, convey or acquire any interest in real property, or incus- any expense to render title to the Real Property free and clear of any Title Objections. Notwithstanding anything to the contrary herein contained, Seller covenants and agrees that at or prior to Closing Seller shall cause to be paid in full (as applicable) and canceled and discharged of record the following to the extent encumbering the Property as of the date of Closing: (i) all monetary liens (including, without limitation, real and personal property taxes assessed on the Property and related to the period prior to Closing) and mechanics' and contractors' liens, (ii) any exceptions or encumbrances to title that relate to leases, licenses or occupancy agreements, (iii) any loan security documents, and (iv) any exceptions or encumbrances to title which are created by Seller after the date of the initial Title Commitment without Purchaser's prior written consent. Purchaser shall be entitled to direct Escrow Agent to cure and remove any monetary lien or monetary encumbrance in clause (i) above, and the reasonable costs incurred in connection with such cure shall be deducted from and credited against the Purchase Price. 7. SELLER'S REPRESENTATIONS AND WARRANTIES. As an inducement to Purchaser to enter into this Agreement and to purchase the Property, Seller represents and warrants to Purchaser, as of the Effective Date and as of the Closing, as follows: 7.1 Authorization and Enforceability. A. Seller is duly organized and existing as such tinder the laws of the state of its formation and Seller is duly authorized and qualified to do business in the State of Illinois. No proceeding is pending for the dissolution of Seller. The individual(s) executing this Agreement on behalf of Seller has the authority to execute same, and no further consents or approvals from any person or entity, are necessary in order to consummate the transaction contemplated hereby. Seller has the right, power and authority to enter into this Agreement. B. This Agreement and all other agreements contemplated hereby constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with the terms hereof and thereof, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity. C. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby by Seller do not, to the best of Seller's knowledge; (i) violate any decree or judgment of any court or governmental authority that are applicable to Seller; (ii) violate any law (or regulation promulgated tinder any law); (iii) violate or conflict with, or result in a breach of, or constitute a default (or an event with or without notice or lapse of time or both would constitute a default) under, any Contract or outer material agreement to which Seller is a party; or (iv) violate or conflict with any provision of the organizational documents of Seller. 7.2 Title. Seller owns good and marketable fee simple title to the Real Property free of any rights of first refusal or rights of first offer. Neither Seller nor the Property is subject to any commitment, obligation or agreement, including, but not limited to, any right of first refusal, right of first offer or purchase option granted to a third party. There is no default or breach by Seller nor, to Seller's actual knowledge, any other party thereto, under any covenants, conditions, restrictions or easements which may affect the Real Property or any portion thereof, 7.3 Service Contracts. There are no Service Contracts with respect to the Real Property (or any portion thereof), except Service Contracts entered into in the ordinary course of business that (a) are terminable on thirty (30) days' notice without penalty or fee and (b) will be terminated by Seller on or before Closing. 7.4 Leases. There are no leases, licenses or occupancy agreements affecting the Property (or any portion thereof) that will affect the Property after the Closing. 7.5 Undisclosed Agreements and Liabilities. Except for this Agreement, or as set forth in the Title Commitment, to the best of Seller's knowledge, there are no agreements, leases, easements, licenses, operating agreements, development agreements or other agreements or liabilities affecting the Real Property. 7.6 Insurance. Seller has not received written notice from an insurance company regarding any defect or condition that is claimed by such insurance company to adversely affect Seller's ability to place or maintain casualty or liability insurance on the Property which has not been cured or corrected. Seller's insurance policies covering the Property are in full force and effect, all premiums due with respect thereto have been paid, and no notice of cancellation has been received with respect thereto. 7.7 No Notice of Condemnation. There are no pending, nor to the best of Seller's knowledge threatened or contemplated, (a) actions by any Governmental Authority or any other entity having the power of eminent domain, which might result in any part of the Real Property being taken by condemnation or conveyed in lieu thereof, not (b) any proposed or contemplated plans to widen, modify or realign any street or highway adjoining the Real Property which would affect access thereto. 7.8 Hazardous Substances or Waste. Seller has delivered to Purchaser true, correct and complete copies of all environmental studies and reports in Seller's possession or control. Seller has not received any written complaint, order, citation or notice from any Governmental Authority or other person or entity with regard to the presence of Hazardous Substances or Waste or other environmental problems affecting the Real Property. Except as is disclosed within any environmental reports provided by Seller to Purchaser in accordance with the requirements of Section 5.1 hereof, to the best of Seller's knowledge, no Hazardous Substances or Waste have been treated, released, discharged, placed, disposed of, or stored on the Real Property, except in compliance with applicable laws. "Hazardous Substances or Waste" means petroletun (including gasoline, crude oil or any crude oil fraction), waste, trash, garbage, industrial by- product, and chemical or hazardous substance of any nature, including, without limitation, radioactive materials, PCBs, asbestos, pesticides, herbicides, pesticide or herbicide containers, untreated sewerage, industrial process sludge and any other substance identified as a hazardous, toxic or dangerous substance, material or waste in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as "CERCLA"), as amended, the Superfund Amendment and Reauthorization Act (commonly known as "SARA" ), the Resource Conservation and Recovery Act (commonly known as "RCRA"), or any other federal, state, city or county legislation, regulations, laws or ordinances applicable to the Property. 7.4 Pending Litigation. There is no pending litigation or judicial proceeding against Seller that affect Seller's power or authority to enter into or perform this Agreement or relating to the Property, nor to Seller's actual knowledge has Seller received any threats that any such litigation or proceeding will be commenced. 7. 10 Violations of Laws. Seller has not received any written notice, and Seller has no actual knowledge that either the Property or the use thereof violates any laws, rules and regulations of any federal, state, city or county government or any agency, body, or subdivision thereof having any jurisdiction over the Property. 7.11 Employees. Seller has not engaged any employees in connection with the Property. 7.12 Withholding_9bligation. Seller is not a "foreign person" within the ineaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"). 7.13 Ol~AC. Neither Seller nor, to Seller's actual knowledge, any individual having a beneficial interest in Seller, is a person described by Section 1 of the Executive Order (No. 13224) Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 .Fed. Reg. 49079 (September 25, 2001), and does not engage in any dealings or transactions, and is not otherwise associated with any such persons. 7.14 ERISA. Seiler is not (i) an "employee benefit plan" (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a "plan" (within the meaning of ERISA) that is subject to the prohibited transaction provisions of Section 4975 of the Code or (iii) an entity whose assets are treated as "plan assets" under )ERISA by reason of an employee benefit plan or plan's investment in such entity. 7.15 Tax Appeals. There is no ongoing appeal with respect to taxes or special assessments on the Property for any year, and any consultants engaged to perform work with respect to appeals of takes or special assessments on the Property have been paid in full. To Seller's actual knowledge, there are no special tax assessments applicable to the Real Property. Seller shall promptly notify Purchaser, in writing, of any event or condition of which Seller obtains knowledge prior to Closing and which causes a material change in the facts relating to, or the truth of, any of the above representations and warranties. At the Closing, Seller shall be deemed to have reaffirmed and restated such representations and warranties, subject to written disclosure of any changes in facts or circumstances which may have occurred since the Effective Date. Without limiting the foregoing, on the Closing Date, Seller shall deliver to Purchaser a written certificate, duly executed by Seller, certifying that all of the representations and warranties of Seiler set forth in this Agreement are true and correct as of the Closing (the "Closing Certificate"). The representations and warranties of Seller set forth in this Section 7, as updated by the Closing Certificate delivered by Seller at Closing, shall survive Closing for a period of two (2) years (the period begirming on the Closing and ending on such date is referred to herein as the "Survival Period"), at which time such representations and warranties shall terminate exceptto the extent Purchaser shall have notified Seller of any breach prior to the expiration of the Survival Period. 8. SELLER'S COVENANTS. Seller covenants and agrees that during the period from the Effective Date through and including the Closing Date or earlier termination of this Agreement: 8.1 Contracts. Seller shall not enter into any new Contract that will be an obligation affecting the Property subsequent to the Closing Date, nor amend or extend any existing Contract, without Purchaser's prior written consent, in Purchaser's sole discretion. Seller shall terminate each Contract effective on or before Closing, Seller shall be solely responsible for any early termination fees, penalties and premiums incurred in connection therewith. Seller shall deliver to Purchaser such documentation reasonably requested by Purchaser evidencing that all Contracts have been terminated. 8.2 Operation in the Ordinary Course. Subject to Section 8.1 above, Seller shall (i) operate and manage the Property in the ordinary course and consistent with Seller's past practices and applicable laws, (ii) maintain the Property in good condition, repair and working order, and (iii) maintain all insurance policies presently in effect. Neither Seller, nor its agents or contractors, shall take or fail to take any action that causes SelIer's representations or warranties to become untrue. None of the Personal Property shall be reproved from the Real Property, unless replaced by unencumbered personal property of equal or greater utility and value. All Personal Property and Intangible Personal Property shall be conveyed to Purchaser, or its nominee, by Seller at the Closing free from any liens, encumbrances or security interests of any kind or nature other than the Permitted Exceptions. 8.3 Covengnt Not to Convey or Encumber. Seiler shall not do anything, nor authorize anything to be done, which would affect the condition of title as shown on the Title Commitment as of the effective date of the Title Coinni trnent delivered to Purchaser prior to the Effective Date of this Agreement or the Real Property as shown on the Survey. Except as expressly permitted under Sections 8.1 and 8.2 above, Seller shall not convey or encumber any portion of the Property or any rights therein, nor enter into any conveyance, security document, easement, or agreement granting to any person or entity any rights with respect to the Property or any part thereof, or any interest whatsoever therein, or any option with respect thereto, or any other agreement othetAvise affecting the Property without the prior written consent of Purchaser, which consent may be withheld in Purchaser's sole and absolute discretion. 8.4 Updated Information. Seller shall promptly notify Purchaser of any material change in the condition of the Property or of the occurrence of any event or circumstance of which Seller becomes actually aware which either: (i) materially adversely affects the Property; or (ii) makes any representation or warranty of Seller under this Agreement untrue, inaccurate or incorrect. 8.5 Exclusiv'ty. Seller shall not solicit, market, list, offer, negotiate the terms of or enter into any agreement (written or oral) in furtherance of the sale of the Property, or any portion thereof or interest therein, with any party other than Purchaser. Seller shall disclose to Purchaser any offers or inquiries it receives regarding any proposal or offer to purchase the Property. Upon expiration of kite Inspection Period or prior to if Purchaser waives all due diligence contingencies, Seller authorizes Purchaser or Purchaser's Broker, during the term of this Agreement to begin marketing the Property for lease. In no event shall Purchaser enter into a binding lease or other agreement related to the Property prior to Closing. Seller's right to market the Property shall be subject to Section 5.2 hereof. 8.6 Bulk Sales Clearances. At least thirty (30) days prior to Closing, Seller shall request (or cooperate with Purchaser to request) and on or before the Closing Date Seller shall deliver to Purchaser (i) a release letter or certificate fiom the Illinois Department of Revenue indicating that Purchaser has no obligation to withhold any amounts from the Purchase Price upon transfer of the Property pursuant to Section 902(4) of the Illinois Income Tax Act, as amended, or 35 ILCS 12011 et seq. of the Illinois Compiled Statutes, as amended, or specifying the holdback amount which will satisfy Purchaser's obligations under Section 902(d) and 35 ILCS 120/1 et seq., (ii) a release letter or certificate from the Cook County Department of Revenue pursuant to Section 34-92 of the Cook County Code of Ordinances stating that no assessed but unpaid tax, penalties or interest are due to the Cook County Department of Revenue, and (iii) a release letter or certificate from the Cook County Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Article 11 of the Cook County, Illinois Revenue Ordinance, as amended (collectively, the "Bulk Sale Clearances"). If the Bulk Sale Clearances require that funds be withheld, then at closing Purchaser may deduct and withhold from the proceeds that are due to Seller the arnountnecessary to comply with the withholding requirements imposed by the Bulk Sale Clearances so received and the related statutes. Purchaser shall deposit such withheld amounts in escrow with the Escrow Agent, pursuant to terms and conditions acceptable to Seller and Purchaser, but in any event complying with the Bulk Sale Clearances received and the related statutes, Notwithstanding the foregoing provisions of this Section 8.6, in the event the Bulk Sale Clearances are not available at Closing Seller may in its sole discretion elect to either (1) proceed with Closing and provide Purchaser with an indemnity agreement, in form and substance satisfactory to Purchaser, pursuant to which Seller indemnifies Purchaser with respect to all liabilities which may be imposed upon Purchaser as a result of not having received any such Bulk Sale Clearances and the effects of any statutes relating to bulk sales and attendant obligations, or (2) adjourn the Closing until the Bulk Sale Clearances have been received by Purchaser; provided that if any of the Bulk Sale Clearances are not delivered to Purchaser by the date that is thirty (30) days after the scheduled Closing Date then Purchaser shall have the right to terminate this Agreement and receive a refund of the Earnest Money. purchaser's obligation to close under the Agreement shall be conditioned upon receipt of either tie Bulk Sales Clearances or the foregoing indemnity agreement. 9. PURCHASER'S REPRESENTATIONS AND WARRANTIES. As an inducement to Seller to enter into this Agreement and to sell the Property, Purchaser represents and warrants to Seller, as of the Effective Date and as of the CIosing, as follows: 9.1 Authorization_ and Enforceability. A. Purchaser is duly organized and existing as such under the laws of the state of its formation and Purchaser is duly authorized and qualified to do business in the State of Illinois. No proceeding is pending for the dissolution of Purchaser. The individual(s) executing this Agreement on behalf of Purchaser has tlhe authority to execute same, and no further consents or approvals from any person or entity, are necessary in order to consummate the transaction contemplated. hereby. Purchaser has the right, power and authority to enter into this Agreement. B. This Agreement and all other agreements contemplated hereby constitute the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with the terms hereof and thereof; subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity. C. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby by Purchaser do not, to the best of Purchaser's knowledge: (i) violate airy decree or judgment of any court or governmental authority that are applicable to Purchaser; (ii) violate any la%v (or regulation promulgated under any law); (iii) violate or conflict with, or result in a breach of, or constitute a default (or an event with or without notice or lapse of time or both would constitute a default) under, any Contract or other material agreement to which Purchaser is a party; or (iv) violate or conflict with any provision of die organizational documents of Purchaser. The representations and warranties of Purchaser set forth in this Section 9, shall survive Closing for a period of two (2) years (the period beginning on the Closing and ending on such date is referred to herein as the "Survival Period"), at which time such representations and warranties shall terminate except to the extent Seller shall have notified Purchaser of any breach prior to the expiration of the Survival Period. 10. PURCHASER'S CQi`iDITIONS_PRECEDENT. 10.1 Conditions. In addition to any other conditions contained in this Agreement, Purchaser's obligations under this Agreement are subject to and conditioned upon the satisfaction (or waiver by Purchaser) of the following conditions precedent: 10 A. Compliance with this A4reement. Seller shall, as of the date and time for Closing, have performed and complied in all nraterial respects with all agreements and obligations that are required to be performed or complied with by Seller on or before the date of Closing, including execution and delivery of all of the documents, instruments, papers, and materials that are required by Section 11 below to be executed and/or delivered prior to or at the date and time of Closing. B. No Material Adverse Changes, There shall not have occurred and be continuing at the date and time scheduled for Closing any material adverse change in the truth and accuracy of any of the representations and warranties of Seller set forth in this Agreement. C. Title Lrsurance. As of the Closing, the Title Company shall have issued, or irrevocably committed to issue, to Purchaser an ALTA owner's policy of title insurance in the amount of the Purchase Price, subject only to the Permitted Exceptions, and containing such endorsements requested by Purchaser. 10.2 Ligction to Terminate. If, by the date and time of Closing, any of the conditions set forth in Section 10.1 above are not satisfied for any reason whatsoever or, alternatively, are not expressly waived by Purchaser in writing, then, in addition to any other remedies it may expressly be entitled to under this Agreement, Purchaser may terminate this Agreement by written notice to Seller, in which case the Escrow Agent shall refund to Purchaser the Earnest Money. 11. CLOSING. 11.1 Closing Date. The Closing shall be held through the escrow established with Escrow Agent ("Escrow") on the date which is thirty (30) days following the expiation or waiver of the Inspection Period, or on such other date as agreed upon in writing by Purchaser and Seller. 11.2 Deliveries by Seller at -Closing. Seller shall deliver to Escrow Agent, at least one (1) business day prior to the Closing Date, the following documents mutually and reasonably satisfactory to Seller and Purchaser (all of which shall be duly executed and acknowledged where required): A. An original special warranty deed duly executed/notarized by Seller conveying fee simple title to the Real Property to Purchaser, or its nominee, free and clear of all liens, encumbrances, easements, and restrictions, except for the Permitted Exceptions; B. Bill of Sale (`Bill of Sale") duly executed by Seller in form and substance reasonably acceptable to the parties conveying Seller's right, title and interest in and to the Personal Property; C. General Assignment duly executed by Seller in form and substance reasonably acceptableto the parties (the "General Assignment") pursuant to Seller shall assign to Purchaser, or its nominee, all of Seller's right, title and interest in under and to the Intangible Personal Property and any other Property not otherwise conveyed or assigned pursuant to the instruments described in Section 11.2A-13; D. The Closing Certificate referred to in Section 7 above; E. A customary ALTA statement executed by Seller and in a form reasonably satisfactory to the Title Company and containing the minimum representations which the Title it Company shall reasonably require in order to issue its owner's title insurance policy (with extended coverage) insuring Purchaser's fee simple title to the Real Property free of exceptions for, inter al ia, (i) the rights of parties in possession and parties claiming rights in the Real Property, except parties claiming under the Permitted Exceptions, (ii) mechanic's and materiahnen's liens arising through Seller, (iii) tuu•ecorded easements arising through Seller, and (iv) brokerage liens arising through Seller; F. The Bulk Sale Clearances required by Section 8.6 (if applicable); G. A completed Form 10995, or effective equivalent thereof, describing the sale of the Property; H. An affidavit that Seller is not a ".foreign person" as such term is defined in Section 1445(f)(3) of the Code; I. A closing statement setting forth the source and disposition of the Purchase Price and all other funds transferred at Closing; and J. Any other documents which are reasonably required by Purchaser or the Title Company to consummate the transactions contemplated hereunder, 11.3 Deliveries by Purchaser at Closing. At Closing, Purchaser shall deliver to Escrow Agent the following documents mutually and reasonably satisfactory to Seller and Purchaser (all of which shall be duly executed and acknowledged where appropriate), materials and items: A. The General Assignment duly executed by Purchaser; B. Immediately available funds in the full amount of the Purchase price, as adjusted ptusuant to the terms of this Agreement; C. A closing statement setting forth the source and disposition of the Purchase Price and all other funds transferred at Closing; and D. Any other documents which are reasonably required by Seller or the Title Company to consummate the transactions contemplated hereunder. 11.4 Closin _Costs. A. Purchaser shall pay all normal and customary closing costs for the subject transaction, including, without limitation, (a) all due diligence expenses, (b) all costs and expenses relating to any financing to be acquired by Purchaser, (c) customary Village of Mount Prospect transfer taxes, (d) 50% of the charges of Escrow Agent in connection with this Agreement, (d) the cost of title endorsements required by Purchaser (other than extended coverage), and (e) the fees and expenses of Purchaser's counsel. B. Seller shall pay all normal and customary closing costs for the subject transaction, including, without limitation, (a) all customary county and state transfer taxes hicident to the sale and conveyance of the Real Property, (b) the premium for the ALTA Owner's Policy of Title Insurance (including extended coverage), (c) the recordation costs for cancellations of any outstanding deed(s) to secure debt and financing statements or other monetary liens or encumbrances applicable to the Property, (d) the recordation costs for the special warranty deed to be delivered to Purchaser by Seller, (e) 50% of the charges of Escrow 12 Agent in connection with this Agreement, (f) the cost of the Survey, and (g) the fees and expenses of Seller's counsel. C. If Purchaser terminates this Agreement during the Inspection Period the Escrow charges of Escrow Agent in connection with this Agreement shall be split equally. 11.5 Proration§. For purposes of calculating prorations, Purchaser shall be deemed to own the Property, and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Closing occurs. Prorations favoring Purchaser shall be credited against the Purchase Price, and prorations favoring Seller shall be payable by Purchaser at Closing in addition to the Purchase Price. All prorations shall be based on calendar months and a three hundred sixty-five (355) day year. The following specific items shall be prorated in the following manner: A. Ad Valorem Taxes. City, state, and county real estate taxes for the tax or assessment year of Closing shall be prorated on an accrual basis based upon 105% of the most recent ascertainable tax bill for the Real Property. Taxes for all tax and assessment years prior to the tax or assessment year of Closing and any delinquent taxes for the year of the Closing shall be paid by Seller at or prior to Closing. Any supplementary tax bills received by Purchaser or Seller following Closing relating to a period prior to Closing shall be prorated by the parties as if said tax bills had been available at Closing. Notwithstanding the foregoing, Seller and Purchaser acknowledge and agree that in the event any special assessments are applicable to the Real Property which (i) were known to Seller prior to the Effective Date, and (ii) relate to improvements constructed or installed prior to the Effective Date (hereinafter referred to as "Pre -Contract Special Assessment"), then, in such event, all such Pre -Contract Special Assessments, regardless of whether payable in installments, shall be fully paid by Seller on or before the Closing Date. As to any special assessments not constituting Pre -Contract Special Assessments, Seller shall be responsible for the payment on or before Closing of any installments falling due prior to the date of Closing, and Purchaser shall be solely responsible for any installments related thereto falling due from and after the date of Closing. B. Opera tine Expenses. All utility service charges for electricity, heat and air conditioning service, other utilities, elevator maintenance, Common area maintenance, taxes other than real estate taxes such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays and that are not paid by tenants on an estimated or other basis, and any other costs incurred in the ordinary course of business or the management and operation of the Property not so paid by tenants, shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue prior to the Closing Date and Purchaser shall pay all such expenses accruing on the Closing Date and thereafter. Seller and Purchaser shall obtain billings and meter readings as of the Close ofEscro,%v to aid in such prorations. At least two (2) business days prior to the Closing, the parties shall agree upon all of the prorations to be made and submit a statement to Escrow Agent setting forth the same. In the event that any prorations, apportionments or computations made under this Section 11 shall require final adjustment, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the sane. Any corrected adjustment or proration shall be paid in cash to the party entitled thereto. The provisions of this Section 11 shall survive the Closing. 13 12. DEFAULT. 12.1 Default by Purchaser-,, .Remedies. In, the event that the purchase and sale of the Property as contemplated by this Agreement is not consummated because of Purchaser's default or failure or refusal to perform hereunder, Seller's sole remedy shall be to terminate this Agreement by written notice to Purchaser and to receive and retain the Earnest Money and all interest accrued thereon as full liquidated damages for such default, and upon Seller's receipt of such Earnest Money all parties hereto shall be released of all further liability under this Agreement except for Obligations Surviving Termination. It is hereby agreed that Seller's damages will be difficult to ascertain and that the Earnest Money constitutes a reasonable liquidation thereof in connection with any termination hereof as a result of Purchaser's default prior to Closing, and is intended not as a penalty, but as full liquidated damages. Seller agrees that in the event the sale and purchase of the Property is not consummated due to Purchaser's default or failure or refusal to perform hereunder, Seller shall not initiate any proceeding to recover damages fronr Purchaser in connection with such default in excess of the Earnest Money. 12.2 Default by Seller-, Remedies. In the event the sale and purchase of the Property is not consummated because of a default by seller in performance of Seller's obligations or agreements under the terms hereof, Purchaser shall have any and all remedies available at law, in equity or otherwise, including, without limitation, return of the Edmest Money and all interest accrued thereon and specific performance of this Agreement, 12.3 Other Rome lies. Nothing in this Agreement, including the terms of Sections 12.1 and 12.2 above, shall limit SeIler's and Purchaser's respective rights and remedies against the other with respect to the parties' respective obligations to indemnify and hold the other party hanuless pursuant to any provision contained in this Agreement, or with respect to any Obligations Surviving Termination. 13. CASUALTY AND CONDEMNATION. 13.1 Casual . In the event that prior to the Closing the Real Property, or any portion thereof, is destroyed or materially damaged, Purchaser shall have the right, exercisable by giving written notice to Seller within twenty (20) days ager receipt of written notice frown Seller of such damage or destruction, either (i) to terminate this Agreement in which event the Earnest Money and all interest accrued thereon shall be immediately returned to Purchaser, any other money or documents in Escrow shall be returned to the party depositing the same, and the provisions of Section 10.2 above shall apply, or (ii) to accept the Real Property in its then condition and to proceed with the consummation of the transaction contemplated by this Agreement, with (a) an abatement or reduction in the Purchase Price in the amount of any insurance proceeds paid to Seller plus the amount of any unpaid deductible for the applicable insurance coverage and (b) an assigrunent of all of Seller's rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser's prior written consent. 1.3.2 Condemnation. In the event that prior to the Closing, all or any portion of the Real Property is subj eet to a taking or threat of a taking by a public or Governmental Authority, Purchaser shall have the right, exercisable by giving written notice to Seller within ten (10) days after receiving written notice from Seller of such taking, either (i) to terminate this Agreement, in which event the Earnest Money and all interest accrued thereon shall be immediately returned to Purchaser, any other money or documents in Escrow shall be returned to the party depositing the same, and (ii) to accept the Real Property in its then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller's rights to any condemnation award or procccds payable by reason of such taking. if Purchaser elects to 14 proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser's prior written consent. 13.3 Notice of Casualty and Condemnation. Seller agrees to give Purchaser prompt written notice of any taking of, proposed taking of, damage to or destruction of the Real Property, as applicable. 14, ASSIONNfCNT. Except as provided in this Section 14, (a) this Agreement may only be assigned by Purchaser with the prior written consent of Seller and (b) any attempt by Purchaser to assign this Agreement without the prior written consent of Seller will be of no effect. Nomithstanding the foregoing, Purchaser may assign this Agreement, without Seller's consent, to an entity which has a majority of its stock, membership or other ownership interest owned or controlled by Purchaser or Purchaser's parent or principals. Upon assignment of Agreement by Purchaser, all Earnest Money made to that date shall also be deemed assigned to the assignee and the assignee shall automatically be assigned and assume all rights, duties and obligations of Purchaser hereunder, provided, however, that the Purchaser shall not be released under this Agreement but shall instead remain fully liable for the performance ofthe Purchaser's obligations hereunder. 15. BROKERAGE COMMSSIONS. 15.1 Broker Representation. Seller hereby represents and warrants unto Purchaser that except for CBRE ("Seller's Broker"), which has represented Seller in this transaction, Seller has not retained or accepted the services of any real estate broker, agent or salesperson in connection with the purchase and sale transaction contemplated by this Agreement. Purchaser hereby represents and warrants unto Seller that except for Entre Commercial Realty LLC ("Purchaser's Broker"), Purchaser has not retained or accepted the services of any real estate broker, agent or salesperson in connection with the purchase and sale transactiou contemplated by this Agreement. Seller shall pay all of the commissions of Seller's Broker and Purchaser's Broker at the Closing in accordance with a separate agreement. At Closing, Seller will pay a commission of five percent (5%) of the Purchase Price: two and one half percent (2.5%) to Purchaser's Broker and two and one half percent (2.5%) to Seller's Broker. Seller acknowledges that members of Purchaser's Broker may elect to take an ownership position in Purchaser. 15.2 Mutual lndemnitics. Subject to the terms of Section 15.1 above, Purchaser and Setter hereby indemnify each other against, and agree to hold each other harmless from, any liability or claire (anal all expenses, including reasonable and actual attorney's fees, incurred vu defending any such claim or in enforcing this indemnity) for a real estate brokerage commission or similar fee or compensation arising out of or in any way connected with any claimed agency or cooperative relationship with the indemnitor and relating to this Agreement or the purchase and sale of the Property. The foregoing indemnities shall survive the rescission, cancellation, termination or consummation of this Agreement. 16. MISCELLANEOUS PROVISIONS. 16.1 Notices. All notices, demands, and any and all other communications which may be or are required to be given to or made by either party to the other in connection with this Agreement shall be in writing and shall be deemed to have been properly given if sent (a) by registered or certified mail, return receipt requested, postage prepaid, (b) by reputable overnight courier delivery service, or (c) via email (followed by a copy mailed or delivered as aforesaid), addresscd as set forth below to the persons entitled to receive the same or to such other addresses as may be specified by written notice and delivered in accordance herewith. Any such notice, request, or other communication shall be considered given or delivered, as the case may be, three (3) days after the date of deposit in the United States mail as provided above in the case of (a) above, on the date of delivery to the overnight courier delivery service in the case of (b) above, or on the date of email transmission in the case of (c) above. However, the time period 15 within which a response to any notice or request must be given, if any, shall commence to run from the date of actual receipt of such notice, request; or other communication by the addressee thereof. PURCHASER: Nicholas Papanicholas, Jr. 1001 Feehanville Drive Mount Prospect, IL 60056 nicki,,Qniei nl=LIaliitY,cam with a copy to: Carolyn Strahatnmer 1001 Feehattville Drive Mount Prospect, IL 60056 estraliammer(@.nicitolaNuality.com SELLER Makita U.S.A., Inc. 14930 Northam Street La Mirada, CA 90638 Attn: Daniel Rhodes — General Counsel drhodesQa�makitausa.com with a copy to: Gordon Rees Scully Mansukhani, LLP 1 N. Franklin Street, Suite 800 Chicago, TL 60606 Attn: Jonathan M. Boulahanis jboitiabanis@gjrsm.com ESCROW AGENT: Chicago Tittle Insurance Company 10 S. LaSalle Street, Suite 3100 Chicago, IL 60603 Attn: Commercial Services loopcommercialLctt.com 16.2 Survival. Ail provisions herein and all obligations of Purchaser and Setter pursuant to this Agreement which are to be performed or apply to circumstances subsequent to the Closing, and every indemnity contained herein, shall survive the Closing and shall not be merged into any instrument or conveyance delivered at Closing. 16 16.3 Construction. This Agreement shall be construed and interpreted under the laws of the state in which the Real Property is located. The titles of sections and subsections herein have been inserted as a matter of convenience of reference only and shall not control or affect the meaning or construction of any of the terms or provisions herein. All references herein to the singular shall include the plural, and vice versa. 16.4 Electronic Si natures(Counter arts. Facsimile or other electronic (e.g., .pdf) signatures appearing hereon shall be deemed originals, and this Agreement may be executed in several counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. 16.5 Remedies Cumulative. Except as provided in Sections 12.1 and 12.2 above, all rights, powers and privileges conferred hereunder upon the parties in any specific Section shall be cumulative but not restrictive of those given in other Sections of this Agreement. 16.6 No Waiver. No failure of either party to exercise any power given either party hereunder or to insist upon strict compliance by either party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either parry's right to demand exact compliance with the terms hereof. 16.7 Time of Essence. Time is of the essence in complying with the terms, conditions and agreements of this Agreement. 16.8 Entire Agreement. This Agreement supersedes all prior discussions and agreements between Seiler and .Purchaser with respect to the Property and contains the entire agreement of the parties hereto. No representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect, and all offers, letters of intent, representations, and commitments heretofore made between the parties are merged into this Agreement. 16.9 Binding Effect, This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors and permitted assigns. 16.10 Calculation of Tune Periods. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or bank or legal holiday under the laws of the State in which the Real Property is located, in which event the period shall tun mitil the end of the next day which is neither a Saturday, nor a Sunday nor a bank or legal holiday. 16.11 Amendments. Any amendment to this Agreement shall -rot be binding upon the parties to this Agreement unless such amendment is in writing duly executed by each of such parties. 16.12 Exhibits. The Exhibits attached to this Agreement are incorporated herein by reference and made a part of this Agreement as if fully set forth herein. 16.13 Attorneys' Fees. Each of the parties hereto acknowledge and agree that the prevailing party shall be entitled to reasonable attorney fees actually incurred in connection with the institution of any act or proceeding resulting from any alleged breach or default of any of the provisions of this Agreement, or any action or proceeding for the declaration of either parties' rights or obligations hereunder, 17 17. LIKE-1UND EXCHANGE. Purchaser, at any time prior to the Closing Date, may elect to effect a sirnultancous or non -simultaneous tax-deferred exchange pursuant to Section 1031., and the regulations pertaining thereto, of the Code. Seller expressly agrees to cooperate with Purchaser in connection with any such exchange in any manner which shall not impose any additional cost or liability upon the other party; provided, that Seller shall not be required to take title to any property in order to accommodate Purchaser in effecting the exchange; and provided further, however, that the election to effect such an exchange shall not delay the Closing Date. Accordingly, solely for the purpose of effectuating art exchange, Purchaser may assign its rights hereunder to a third party, and Seller hereby consents to any such assignment. Seller shall execute such documents and take such other actions as may reasonably be requested by Purchaser for the purpose of so qualifying the transaction as a like -kind exchanbe under Section 1.031 and the regulations thereunder, provided that Seller shall not be obligated to incur any expense in connection therewith. [Signature Page Follows] 18 IN WITNESS WHEREOF, the parties hereto have duty signed and delivered this Agreement as of the Effective Date, MAKITA U.S.A., INC,, a California Corporation its: C PjJRQL1AS,E9- 1450 FA(II-1A)V4,,B PARTNERSHIP, LtC, qV,14(inois limited liability company Its: EXHWIT A LEGAL DESCRIPTION OF REAL PROPERTY LOT 603 IN KENSINGTON CE\TTER-RESUBDIVISION NINETEEN, BEING A SUBDIVISION OF LOT 601 IN KENSINGTON CENTER PHASE SIX, IN PART OF THE NORTH 112 OF SECTION 35, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN. AS PER PIAT FILED JULY 31,1956 AS LR3536485, AND RECORDED AUGUST I, 1985 AS DOCUMENT 86329077, IN COOK COUN'T'Y, ILLN018. Commonly known as: 1450 Feehanville Drive, Mount Prospect, Illinois 60056 PIN: 03-35-200-039-0000 RESOLUTION NO. A RESOLUTION IN SUPPORT OF 1450 FEEHANVILLE PARTNERSHIP, LLC MAKING APPLICATION FOR COOK COUNTY CLASS 6B TAX INCENTIVE FOR THE PROPERTY LOCATED AT 1450 FEEHANVILLE DRIVE WHEREAS, the Village of Mount Prospect encourages community development to provide for economic growth and career opportunities; and WHEREAS, through property tax incentives offered by Cook County, various opportunities exist for industrial properties in the Village of Mount Prospect, Cook County; and WHEREAS, without the Cook County property tax incentives, the Village of Mount Prospect is at a competitive disadvantage with the neighboring counties of Lake and DuPage in attracting industrial development; and WHEREAS, 1450 Feehanville Partnership, LLC, has requested the Village of Mount Prospect support its application for the Class 6B Real Property Classification at 1450 Feehanville Drive, Mount Prospect, Cook County (Property); and WHEREAS, the corporate authorities of the Village of Mount Prospect believe that their request is in the best interest of the economic development in the Village of Mount Prospect. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the Mayor and Board of Trustees of the Village of Mount Prospect do hereby support and consent to the application for the Class 6B Tax Incentive of a property tax reduction from 25% to 10% for years 1 through 10, 15% in year 11, and 20% in year 12 from Cook County for the Property located at 1450 Feehanville Drive and legally described as: LOT 603 IN KENSINGTON CENTER -RESUBDIVISION NINETEEN, BEING A SUBDIVISION OF LOT 601 IN KENSINGTON CENTER -PHASE SIX, IN PART OF THE NORTH '/z OF SECTION 35, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, AS PER PLAT FILED JULY 31, 1986, AS LR3536485, AND RECORDED AUGUST 1, 1985 AS DOCUMENT 86329077, IN COOK COUNTY, ILLINOIS PIN: 03-35-200-039-0000 SECTION TWO: That the Village of Mount Prospect supports industrial growth, increased employment and economic development and the "property" is in Res 6b 1450 Feehanville furtherance of this goal. SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: NAYS: ABSENT: PASSED and APPROVED this 19th day of March, 2024 Paul Wm. Hoefert Mayor Karen M. Agoranos Village Clerk