HomeMy WebLinkAboutOrd 6780 02/18/2025 Authorizing The Execution Of A Property Purchase And Sales Contract (111 East Busse Avenue, Mount Prospect, Illinois)ORDINANCE NO. 6780
AN ORDINANCE AUTHORIZING THE EXECUTION OF A
PROPERTY PURCHASE AND SALES CONTRACT
111 EAST BUSSE AVENUE . -MOUNT PROSPECT ILLINOIS
NOW, THEREFORE, BE IT ORDAINED, by the President and Board of Trustees
of the Village of Mount Prospect, Cook County, Illinois, as follows:
SECTION 1: The President and Board of Trustees of the Village find as follows:
A. The Village of Mount Prospect (the "Village") is a home rule municipality
pursuant to Section 7 of Article VII of the Constitution of the State of Illinois;
and
B. The State of Illinois has adopted tax increment financing pursuant to the
Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq.,
as amended from time to time (the "TIF Act"); and
C. Pursuant to its powers and in accordance with the TIF Act, and pursuant to
Ordinance Nos. 6293, 6294 and 6295, adopted January 17, 2017, the
Prospect and Main Tax Increment Financing District (the "TIF District") was
formed as a TIF district, for a twenty-three (23) year period. Ordinance Nos.
6293, 6294 and 6295 are incorporated herein by reference; and
D. Pursuant to and in accordance with the TIF Act and the Ordinances
establishing the TIF District, the Corporate Authorities of the Village are
empowered under Sections 4(c) and 3(q)(2) of the TIF Act, 65 ILCS 5/11-
74.4-4(c) and 3(q)(2), to purchase real property within the TIF district, using
TIF District funds, in furtherance of the Redevelopment Plan and Project for
the TIF District; and
E. ZRM Enterprises, LLC, a Wisconsin limited liability company (the "Seller"),
is the owner of the real estate and appurtenances attached thereto for the
property located at 111 East Busse Avenue, Mount Prospect, Illinois (the
"Subject Property"); and
F. The Subject Property is located within the TIF District; and
G. The Village desires to acquire the Subject Property in furtherance of the
Redevelopment Plan and Project for the TIF District; and
H. It is the desire of the Seller to convey the Subject Property to the Village on
the terms set forth in the "Property Purchase and Sales Contract," attached
hereto as EXHIBIT A and made a part hereof (the "Agreement"); and
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1. It is in the best interest of the Village to acquire the Subject Property, to
ensure that redevelopment within the TIF District continues.
SECTION 2: Based upon the foregoing, the Village Manager and the Village Clerk
be and are hereby authorized and directed to purchase the Subject Property pursuant to
the terms and conditions set forth in the Agreement, and they are further authorized and
directed to execute and deliver such other instruments, including the Agreement, as may
be necessary or convenient to consummate such purchase.
SECTION 3: This Ordinance shall be in full force and effect from and after its
passage, approval and publication in pamphlet form as provided by law.
ADOPTED this 18th day of February 2025, pursuant to a roll call vote as follows:
AYES: Dante, Gens, Grossi, Matuszak, Saccotelli
NAYS: Filippone
ABSENT: None
APPROVED this 18th day of February 2025 by the Village President of the Village
of Mount Prospect and attested by the Village Clerk on the same d'y.
APPROVED and FILED in my office this 19ty day of February 2025 and
published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois.
ATTEST:
Village CIA
2037430,,,,.11
EXHIBIT A
AGREEMENT
(PROPERTY PURCHASE AND SALES CONTRACT,
111 E. BUSSE AVENUE, MOUNT PROSPECT, ILLINOIS)
(attached)
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PROPERTY PURCHASE AND SALES CONTRACT
(111 E. BUSSE AVENUE, MOUNT PROSPECT, ILLINOIS)
THIS PROPERTY PURCHASE AND SALES CONTRACT ("Contract") is made as of the Effective
Date (as defined in Section 25 below) between ZRM ENTERPRISES, LLC ("Seller"), A Wisconsin limited
liability company, and the VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal
corporation ("Buyer").
AGREEMENT:
1. CONVEYANCE. The Seller agrees to sell to Buyer, and Buyer agrees to purchase from
Seller, upon the terms and conditions set forth in this Contract, the fee simple title to the parcel of land
commonly known as 111 E. Busse Avenue, Mount Prospect, Illinois, PIN 08-12-109-028-0000, located in the
County of Cook ("Property"), and all rights, privileges, tenements, hereditaments, easements and
appurtenances to the Property owned by Seller, including, without limitation, all mineral rights, easements,
rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the parcel,
and all easement rights and obligations of Seller, to the extent they relate to the Property, in and to all streets,
alleys, roads, avenues and other rights-of-way adjacent to, abutting or serving the Property. The Property is
legally described in Exhibit A attached hereto and made a part hereof. The legal description shall conform
and shall be updated to conform to the legal description from the "Survey," as defined in Section 9 below.
A. The purchase price for the purchase of the Property by Buyer is FIVE MILLION
AND NO/100 DOLLARS ($5,000,000.00) ("Purchase Price"). At the "Closing," as defined in Section
5 below, Buyer shall deposit, in good and available funds by wire transfer or cashier's check, the
Purchase Price, plus or minus prorations as provided herein, on the terms and conditions set forth
in Exhibit B attached hereto and made a part hereof. At the conclusion of the Closing, the Purchase
Price, plus or minus any prorations, and plus or minus any applicable credits or debits as shown on
the Settlement Statement executed by the Parties at Closing (the "Sale Proceeds"), shall be
conveyed to the Circuit Court of Cook County pursuant to a court order to be entered in conformance
with Section 3 below. There will be no earnest money deposit for this purchase.
B. Within five (5) business days after receipt of a fully executed copy of this Contract,
Buyer shall deposit FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) ("Earnest Money
Deposit") with the "Title Company," as defined in Section 3 below, pursuant to mutually acceptable
strict joint order escrow instructions. The Earnest Money Deposit shall be applied to the Purchase
Price at Closing.
3. CLOSING AND ISSUANCE OF JUDICIAL DEED, The Parties acknowledge that the
property is the subject of litigation pending in the Circuit Court of Cook County as Case No. 2023 CH 05183
(the "Litigation") in which the Seller is a Defendant. The Buyer is not a party to the Litigation. It is proposed
that the various parties to the Litigation facilitate the entry of an agreed joint court order (the "Court Order")
acceptable in form and content to both the parties to the litigation and the Buyer, authorizing the Court to
issue a judicial deed (the "Judicial Deed") from Seller to the Buyer to be placed in a deed and money escrow
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("EscrovW') with Chicago Title Insurance Company ("Title Company") and requiring the Sale Proceeds to be
held by Joint Order Escrow by Chicago Title and Trust Company following the Closing pursuant to the terms
of an Agreed Order. Issuance of the Judicial Deed shall be conditioned on the following:
o Entry of the Court Order approving the PSA including agreed upon procedures to conduct
the sale in a form acceptable to both Buyer and Seller and all parties in the Litigation ; and
Joint escrow instructions in a form acceptable to both Buyer, Seller, the Court and the Title
Company being executed by the Parties relative to the provision of the Judicial Deed,
Closing, as defined below, and the provision of the Purchase Price to the Court as a
replacement security interest subsequent to Closing.
The Court Order may be sought either following the end of the Due Diligence Period, as defined below, or
concurrently during the Due Diligence Period. Upon entry of the Court Order, issuance of the Judicial Deed,
and placement of the Judicial Deed into the Escrow, closing on the conveyance (the "Closing") shall take
place through a deed and money escrow ("EscroW') within thirty (30) days of entry of the Court Order
("Closing Date") or at such other time as mutually agreed to by the parties. Closing shall take place remotely,
or, at the option of the Parties, in person at an office of the Title Company jointly agreed to by the Parties.
The Parties shall pay the Closing costs, including but not limited to the costs of recording, the title policy, the
Earnest Money Deposit escrow and the Escrow, as customarily charged.
4. AS -IS WHERE -IS CONDITION. Except for Seller's express representations and warranties
and as otherwise set forth herein, or as may otherwise be mutually agreed to between the Parties, Buyer
agrees that it is purchasing and accepting the Property in its "AS -IS, WHERE -IS" condition, subject to all
faults of every kind and nature whatsoever, whether latent or patent, where now or hereafter existing. By
agreeing to purchase and accept the Property in "AS -IS, WHERE -IS" condition, the Buyer acknowledges and
represents that it will inspect the Property during the Due Diligence Period as defined herein and make such
due diligence investigations as it deems appropriate into the conditions affecting the Property, including,
without limitation, the environmental condition of the Property. In so doing the Buyer represents that it has
retained or will retain, at Buyer's sole cost and expense, such experts and agents to assist in such inspection
and investigation as it has deemed or will deem appropriate.
5. ENVIRONMENTAL AND OTHER INSPECTIONS; BUYER'SOPTION TO TERMINATE
CONTRACT. Within five (5) days of the Effective Date, the Seller shall deliver to Buyer any environmental
reports or assessments of the Property in Seller's possession. Buyer, and its agents and contractors, shall
have the right prior to the Closing Date to enter into the Property to conduct environmental or other
inspections, soil tests, and/or surveys or other tests and/or inspections at Buyer's own cost and expense.
Any such entry by Buyer and/or its agents and/or contractors shall be at the sole risk of Buyer and/or its
agents and/or contractors, and in no case shall Seller be liable to Buyer and/or its agents and/or contractors
for any damages, claims, or liabilities that arise from such entry. Buyer shall, relative to the Property, within
sixty (60) days of the Effective Date (the "Due Diligence Period"), review the results of its own testing and
investigations, title, relevant recorded documents, available surveys, site plans and environmental and/or
other reports ad shall advise the Seller, within said sixty (60) day period, if Buyer wishes to proceed with the
acquisition of the Property. The Buyer shall not be obligated to accept the Property, if in the Buyer's sole and
exclusive judgment, for any reason whatsoever, the Buyer determines that the use or condition of the
Property or any part thereof is not necessary or appropriate for the use intended by the Buyer, poses a health,
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safety or environmental hazard, or if at any time prior to the Closing the Buyer otherwise becomes aware of
the existence of any environmental condition which may be dangerous and/or unacceptable to the Buyer, or
in violation of any environmental law or regulation. Pursuant to this Paragraph, if Buyer advises Seller on or
prior to the end of the Due Diligence Period that the Buyer has determined not to accept the Property, this
Contract shall become null and void with no further action by the Parties hereto, the Earnest Money shall be
returned to Buyer, and the Parties shall have no further obligations to each other.
6. TITLE INSURAhICE. Within fifteen (15) business days of the Effective Date, Seller shall, at
Seller's cost and expense, obtain a title commitment issued by the Title Company, in the amount of the
Purchase Price, with extended coverage over the standard exceptions 1 through 5 ("Title Commitment"),
together with copies of all underlying title documents listed in the Title Commitment ("Underlying Title
Documents"), subject only to those matters described in Exhibit B, attached hereto and made a part hereof
rlyi
("Permitted Exceptions"). If the Title Commitment, Undeng Title Documents or the Survey (as hereinafter
defined) disclose exceptions to title, which are not acceptable to Buyer ("Unpermitted Exceptions"), Buyer
shall have ten (10) business days from the later of the delivery of the Title Commitment, the Underlying Title
Documents and the Survey to object to the Unpermitted Exceptions. Buyer shall provide Seller with an
objection letter ("Buyer's Objection Letter") listing the Unpermitted Exceptions, which are not acceptable to
Buyer. Seller shall have ten (10) business days from the date of receipt of the Buyer's Objection Letter
("Seller's Cure Period") to have the Unpermitted Exceptions removed from the Title Commitment or to cure
such Unpermitted Exceptions or to have the Title Company commit to insure against loss or damage that
may be occasioned by such Unpermitted Exceptions, and the Closing shall be extended such additional time
("Extended Title Closing Date"), after Buyer's receipt of a proforma title policy ("Proforma Title Policy")
reflecting the Title Company's commitment to insure the Unpermitted Exceptions. If Seller fails to have the
Unpermitted Exceptions removed or, in the alternative, to obtain a Title Commitment insuring the Unpermitted
Exceptions within the specified time, Buyer may elect to either (i) terminate this Contract and this Contract
shall become null and void without further action of the parties, or (ii) upon notice to Seller within five (5)
business days after Buyer's receipt of Seller's intention not to cure the Unpermitted Exceptions, take title as
it then is with the right to deduct from the Purchase Price any liens or encumbrances of a definite or
ascertainable amount which are listed in the Title Commitment. Any request to deduct from the Purchase
Price any liens or encumbrances must be approved and agreed to by the Seller and Parties to the Litigation.
Seller shall not be obligated to remove Unpermitted Exceptions or to bring any additional action or proceeding
in addition to the Litigation or bear any additional expense to convey title to the Property free of all
Unpermitted Exceptions. All Unpermitted Exceptions, which the Title Company commits to insure, shall be
included within the definition of Permitted Exceptions. The Proforma Title Policy shall be conclusive evidence
of good title as shown therein as to all matters insured by the Title Company, subject only to the Permitted
Exceptions. The Buyer shall pay the cost for any later date title commitments, zoning or other endorsements.
7. SURVEY. Within twenty-one (21) days after the Effective Date, Buyer, at its option and sole
cost and expense, shall obtain an ALTA/NSPS Plat of Survey ("Survey") prepared by a surveyor licensed by
the State of Illinois and certified to the Buyer and Title Company. Title objections based on the Survey are
addressed in Section 6 above. Upon approval of the Survey, the legal description in Exhibit A shall be
automatically revised to be that of the legal description in the Survey and Title Commitment. At either party's
request, any changes to the legal description shall be confirmed in writing and signed by both parties.
8. DEED. Seller shall convey fee simple title to the Property to Buyer, by a recordable Judicial
Deed ("Deed") as further detailed in Section 3 above, subject only to the Permitted Exceptions. Seller shall
also execute and deliver, at Closing, any and all documents, in addition to the Deed, including an Affidavit of
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Title; Bill of Sale (if applicable); Title Company documentation including, but not limited to, an ALTA
Statement, GAP Undertaking, and such other documents reasonably requested either by the Buyer or the
Title Company to consummate the transaction contemplated herein and to vest fee simple title to the Property
in Buyer subject only to the Permitted Exceptions and the issuance of the Buyer's Title Company owners title
insurance policy. Buyer shall be responsible for the recording fee of the Deed.
9. CLOSING DOCUMENTS. On the Closing Date, the obligations of the Buyer and Seller shall
be as follows:
A. Seller shall deliver or cause to be delivered to the Title Company:
the original executed and properly notarized Judicial Deed, together with
the exempt transfer stamp from the Village, Grantor/Grantee Statement and
Plat Act Affidavit, if required The Buyer warrants that it waives any fines
regarding any Village violations relating to Property Maintenance and water
and sewer bills;
ii. the original executed and properly notarized Affidavit of Title;
iii. the original executed and properly notarized Non -Foreign Affidavit;
iv. the original executed Bill of Sale (if applicable);
V. counterpart originals of Seller's Closing Statement;
vi. a certified copy of the Court Order authorizing the conveyance; and
vii. such other standard closing documents or other documentation as is
required by applicable law or the Title Company to effectuate the
transaction contemplated hereby, including, without limitation, ALTA
statements and GAP Undertaking, such other documentation as is
reasonably required by the Title Company to issue Buyer its owners title
insurance policy in accordance with the Proforma Title Policy and in the
amount of the Purchase Price insuring the fee simple title to the Property in
the Buyer as of the Closing Date, subject only to the Permitted Exception.
B. Buyer shall deliver or cause to be delivered to the Title Company:
the balance of the Purchase Price, plus or minus prorations;
counterpart originals of Seller's Closing Statement; and
ALTA Statement and such other standard closing documents or other
documentation as is required by applicable law or the Title Company to
effectuate the transaction contemplated herein.
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C. The parties shall jointly deposit fully executed escrow instructions related to
disposition of the sale proceeds with the Circuit Court, and State of Illinois Transfer Declarations and
County Transfer Declarations.
10. POSSESSION. Possession of the Property shall be delivered to Buyer on the Closing Date,
subject to the Permitted Exceptions and in the same condition as at the Effective Date of this Contract.
11. PRORATIONS. At Closing, the following adjustments and prorations shall be computed as
of the Closing Date and the balance of the Purchase Price shall be adjusted to reflect such prorations. All
prorations shall be based on a 365 -day year, with the Seller having the day prior to the Closing Day.
A. Real Estate Taxes. General real estate taxes for 2024, 2025 and subsequent years,
special assessments and all other public or governmental charges against the Property, if any, which
are or may be payable on an annual basis (including charges, assessments, liens or encumbrances
for sewer, water, drainage or other public improvements completed or commenced on or prior to the
Closing Date) shall be adjusted and apportioned as of the Closing Date. If the exact amount of
general real estate taxes is not known at Closing, the proration will be based on 105% of the most
recent full year tax bill, and shall be conclusive, with no subsequent adjustment.
B. Miscellaneous. All other charges and fees customarily prorated and adjusted in
similar transactions shall be prorated as of Closing Date. In the event that accurate prorations and
other adjustments cannot be made at Closing because current bills or statements are not obtainable
(as, for example, all water, sewer, gas and utility bills), the parties shall prorate on the best available
information. Final readings and final billings for utilities shall be taken as of the date of Closing except
for a water bill which may be taken up to two (2) days before the Closing Date.
12. CONVEYANCE TAXES. The parties acknowledge that, as Buyer is a governmental entity,
this transaction is exempt from any State, County and Village real estate transfer tax pursuant to 35 ILLS
200/31-45(b) and the Village of Mount Prospect Village Code. Seller shall furnish completed Real Estate
Transfer Declarations signed by Seller or Seller's agent in the form required pursuant to the Real Estate
Transfer Tax Act of the State of Illinois and the Village of Mount Prospect Village Code.
13. COVENANTS, REPRESENTATIONS AND WARRANTIES OF SELLER. The covenants,
representations and warranties contained in this Section shall be deemed remade as of the Closing Date,
shall survive the Closing, and shall be deemed to have been relied upon by the Buyer in consummating this
transaction, notwithstanding any investigation the Buyer may have made with respect thereto, or any
information developed by or made available to the Buyer prior to the Closing and consummation of this
transaction. Seller covenants, represents and warrants to the Buyer as to the following matters, each of which
is so warranted to be true and correct as of the Effective Date and also on the Closing Date:
A. Title Matters. Seller has good and marketable fee simple title to the Property, subject
only to the issuance of the Court Order authorizing the release of the Property as a security interest
in the Litigation and the substitution of the Purchase Price as a replacement security interest following
Closing, and the Permitted Exceptions.
B. Violations of Zoning and Other Laws. To the best knowledge and belief of Seller,
and except as otherwise disclosed to the Village in writing, Seller has received no written notice from
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any governmental agency alleging any violations of any statute, ordinance, regulation or code. To
the best knowledge and belief of Seller, the Property as conveyed to Buyer shall include all rights of
the Seller to the use of any off-site facilities, including, but not limited to, storm water detention
facilities, necessary to ensure compliance with all'zoning, building, health, fire, water use or similar
statutes, laws, regulations and orders and any instrument in the nature of a declaration running with
the Property.
C. PendinQ and Threatened Liti ation, To the best knowledge and belief of Seller, other
than the Litigation (Case No. 2023 CH 05183) there are no pending or threatened matters of litigation,
administrative action or examination, claim or demand whatsoever relating to the Property.
D. Eminent Dom in etc. To the best knowledge and belief of Seller, there is no pending
or contemplated eminent domain, condemnation or other governmental taking of the Property or any
part thereof.
E. Access to Prooertv Utilities. To the best knowledge and belief of Seller, No fact or
condition exists which would result in the termination or impairment of access to the Property, or
which could result in discontinuation of presently available or otherwise necessary sewer, water,
electric, gas, telephone or other utilities or services.
F. Assessments. To the best knowledge and belief of Seller, there are no public
improvements in the nature of off-site improvements, or otherwise, which have been ordered to be
made and/or which have not heretofore been assessed, and there are no special or general
assessments pending against or affecting the Property.
G. Authority of Signatories: No Breach of Other Agreements etc. The execution,
delivery of and performance under this Contract by Seller is pursuant to authority validly and duly
conferred upon Seller and the signatories hereto. The consummation of the transaction herein
contemplated and the compliance by Seller with the terms of this Contract do not and will not conflict
with or result in a breach of any of the terms or provisions of, or constitute a default under, any
agreement, arrangement, understanding, accord, document or instruction by which Seller or the
Property are bound; and will not and does not, to the best knowledge and belief of Seller, constitute
a violation of any applicable law, rule, regulation, judgment, order or decree of, or agreement with,
any governmental instrumentality or court, domestic or foreign, to which Seller or the Property are
subject or bound.
H. Executoa Agreements, To the best knowledge and belief of Seller is not a party to,
and the Property is not subject to, any contract or agreement of any kind whatsoever, written or oral,
formal or informal, with respect to the Property, other than this Contract and the Telecommunication
Master Lease Agreement referred to below. Buyer shall not, by reason of entering into or closing
under this Contract, become subject to or bound by any agreement, contract, lease, license, invoice,
bill, undertaking or understanding which Buyer shall not have expressly and specifically previously
acknowledged and agreed in writing to accept. Seller warrants and represents that no written leases,
licenses or occupancies exist in regard to the Property other than the unrecorded Telecommunication
Master Lease Agreement, as disclosed by a Memorandum of Lease, 111 Busse Partners, LLC,
lessor, and Vertical Bridge Real Estate LLC, lessee, recorded on November 26, 2014 as document
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no. 1433029094, and, further, that no person, corporation, entity, tenant, licensee or occupant has
an option or right of first refusal to purchase, lease or use the Property, or any portion thereof.
I. Mechanic's Liens. To the best knowledge and belief of Seller, all bills and invoices
for labor and material of any kind relating to the Property have been paid in full, and there are no
mechanic's liens or other claims outstanding or available to any party in connection with the Property.
J. Governmental Q i atioas. To the best knowledge and belief of Seller, there are no
unperformed obligations relative to the Property outstanding to any governmental or quasi -
governmental body or authority.
K. Easements. Seller represents to the best of Seller's knowledge that the Property
has no private easements or agreements that would hinder Seller from its intended use of the
Property.
L. Section 1445 Withholding. Seller represents that he/she/it/they is/are not a "foreign
person" as defined in Section 1445 of the Internal Revenue Code and is/are, therefore, exempt from
the withholding requirements of said Section. At Closing, Seller shall furnish Buyer with a Non -
Foreign Affidavit as set forth in said Section 1445.
M. Hazardous Materials. Seller has not, and has no knowledge of any other person
who has, caused any release, threatened release, or disposal of any Hazardous Material (which shall
mean each element, compound, chemical mixture, contaminant, pollutant, material, waste or other
substance which is defined, determined or identified as hazardous or toxic under environmental laws
or the release of which is regulated under environmental laws) at the Property in any material
quantity, and the Property is not adversely affected by any release, threatened release or disposal
of a Hazardous Material originating or emanating from any other property.
N. Condition of Pro e ly and Improvements. Seller, represents that, to the best of its
knowledge and belief, the Improvements on the Property, if any, and the Property are currently
vacant, unused and are not subject to a lease or any other agreement related to their use other than
the unrecorded Telecommunication Master Lease Agreement, as disclosed by the Memorandum of
Lease, 111 Busse Partners, LLC, lessor, and Vertical Bridge Real Estate LLC, lessee, recorded on
November 26, 2014 as document no. 1433029094. Seller expressly represents that, to the best of
Seller's actual present knowledge, other than any communications or citations or notices from the
Village of Mt. Prospect, Seller has not received any letter, citation, order, warning, complaint, inquiry
or claim that Seller has, with respect to the Property, violated any federal, state, regional, county or
local environmental or other statute, law or ordinance.
When used in this Section 13, the expression "to the best knowledge and belief of Seller," or words to that
effect, is deemed to mean that Seller, after reasonable examination, investigation and inquiry of all documents
and information in the possession of the Seller or its agents, is not aware of any thing, matter or the like that
is contrary, negates, diminishes or vitiates that which such term precedes.
14. COVENANTS REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby
represents and warrants to Seller that Buyer has the requisite power and authority to enter into and fully carry
out this Contract and the purchase of the Property, including the execution of all instruments and documents
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delivered or to be delivered hereunder, and warrants that the Village of Mount Prospect will take all necessary
steps to have this PSA approved by the Village on or before March 17, 2025, or the contract will terminate
without notice, subject to Paragraph 15.A.v. below.
15. DEFAULT AND CONDITIONS PRECEDENT TO CLOSING.
A. It is a condition precedent to Closing that:
The terms and conditions for the issuance of the Judicial Deed as specified
in Section 3 have been met, and the Judicial Deed has been issued and
placed into the Escrow with the Title Company as specified in Section 3;
ii, fee simple title to the Property is shown to be good and marketable, subject
only to the Permitted Exceptions, as required hereunder and is accepted by
Buyer;
iii. the covenants, representations and warranties of Seller contained in
Section 15 hereof and elsewhere in this Contract are true and accurate on
the Closing Date or waived by Buyer in writing on the Closing Date; and
iv. Seller has performed under the Contract and otherwise has performed all
of its covenants and obligations and fulfilled all of the conditions required of
it under the Contract in order to Close on the Closing Date.
V, BUYER IS A MUNICIPAL ENTITY AND THIS CONTRACT IS SUBJECT
TO THE APPROVAL OF, AND IS NOT ENFORCEABLE UNLESS
APPROVED AT AN OPEN MEETING BY, THE PRESIDENT AND BOARD
OF TRUSTEES OF BUYER.
B. If, before the Closing Date, Buyer becomes aware of a breach of any of Seller's
representations and warranties or of Seller failing to perform all of its covenants or otherwise failing
to perform all of its obligations and fulfill all of the conditions required of Seller in order to Close on
the Closing Date, Buyer may, at its option:
elect to enforce the terms hereof by action for specific performance; or
ii. terminate this Contract; or
proceed to Closing notwithstanding such breach or nonperformance.
In all events, Buyer's rights and remedies under this Contract shall always be non-exclusive and
cumulative and the exercise of one remedy shall not be exclusive of or constitute the waiver of any
other, including all rights and remedies available to it at law or in equity.
C. In the event of a default by Buyer, Seller's sole and exclusive right and remedy shall
be to terminate this Contract and thereupon to retain the Buyer's earnest money deposit as
liquidated damages.
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D. Notwithstanding the foregoing, the parties agree that no default of or by either party
shall be deemed to have occurred unless and until notice of any failure by the non -defaulting party
has been sent to the defaulting party and the defaulting party has been given a period of five (5)
business days from receipt of the notice to cure the default. In the event that a party has timely
initiated the steps necessary to cure a default, but the nature of the cure requires additional time
within which to do so, the cure period herein shall be extended by an additional five (5) business
days.
16. BINDING EFFECT. This Contract shall inure to the benefit of and shall be binding upon the
heirs, legatees, transferees, assigns, personal representatives, owners, agents, administrators, executors
and/or successors in interest of any kind whatsoever of the parties hereto.
17. BROKERAGE. The Buyer represents that it has not retained a broker regarding the
proposed transaction. The Seller represents that it has not retained a broker regarding the proposed
transaction. Each party hereby defends, indemnifies and holds the other harmless against any and all claims
of brokers, finders or the like, and against the claims of all third parties claiming any right to a commission or
compensation by or through acts of that party or that party's partners, agents or affiliates in connection with
this Contract. Each party's indemnity obligations shall include all damages, losses, costs, liabilities and
expenses, including reasonable attorneys' fees, which may be incurred by the other in connection with all
matters against which the other is being indemnified hereunder. This provision shall survive the Closing.
18. NOTICES. Any and all notices, demands, consents and approvals required under this
Contract shall be sent and deemed received: (A) on the third business day after mailed by certified or
registered mail, postage prepaid, return receipt requested, or (B) on the next business day after deposit with
a nationally -recognized overnight delivery service (such as Federal Express or Airborne) for guaranteed next
business day delivery, or (C) by e-mail transmission on the day of transmission, with the original notice mailed
by certified or registered mail, postage prepared, return receipt requested, or (D) by personal delivery, if
addressed to the parties as follows:
To Seller: ZRM Enterprises, LLC
c/o Noonan and Lieberman Ltd.
Mitchell Lieberman
33 N. LaSalle #1150 Chicago Il, 60602
E -Mail: Mlieberman@noonanandlieberman.com
To Buyer: Village of Mount Prospect
50 South Emerson St
Mount Prospect, IL 60056
Attn: Michael Cassidy, Village Manager
Phone: 847-392-6000
Email: MCassady@mountprospect.org
With a copy to: Klein, Thorpe and Jenkins, Ltd.
900 Oakmont Lane, Suite 301
Westmont, IL 60559
Attn: Michael A. Marrs
Phone 312-984-6419
2031306-7
Page 10 of 13
Email: mamarrs@ktjlaw.com
Any party hereto may change the name(s), address(es) and e-mail address(es) of the designee to whom
notice shall be sent by giving written notice of such change to the other parties hereto in the same manner,
as all other notices are required to be delivered hereunder.
19. RIGHT OF WAIVER, Both Buyer and Seller may, at any time and from time to time, waive
each and any condition of the Closing, without waiver of any other condition or other prejudice of its rights
hereunder. Such waiver by a party shall, unless otherwise herein provided, be in a writing signed by the
waiving party and delivered to the other party.
20. DISCLOSURE OF INTERESTS. In accordance with Illinois law, 50 ILCS 105/3.1, prior to
execution of this Contract by the Buyer, an owner, authorized trustee, corporate official or managing agent
must submit a sworn affidavit to the Buyer disclosing the identity of every owner and beneficiary having any
interest, real or personal, in the Property, and every shareholder entitled to receive more than 7%% of the
total distributable income of any corporation having any real interest, real or personal, in the Property, or,
alternatively, if a corporation's stock is publicly traded, a sworn affidavit by an officer of the corporation or its
managing agent that there is no readily known individual having a greater than 7'/z% percent interest, real or
personal, in the Property. The sworn affidavit shall be substantially similar to the one in Exhibit C attached
hereto and made a part hereof.
21. ASSIGNMENT. Buyer shall have the right to assign or transfer Buyer's interest in this
Contract with the prior written consent of Seller. Buyer shall deliver to Seller a copy of the fully executed
assignment and assumption by Buyer, as assignor and the assignee.
22. MISCELLANEOUS.
A. Buyer and Seller mutually agree that time is of the essence throughout the term of
this Contract and every provision hereof in which time is an element. No extension of time for
performance of any obligations or acts shall be deemed an extension of time for performance of any
other obligations or acts. If any date for performance of any of the terms, conditions or provisions
hereof shall fall on a Saturday, Sunday or legal holiday, then the time of such performance shall be
extended to the next business day thereafter.
B. This Contract provides for the purchase and sale of property located in the State of
Illinois, and is to be performed within the State of Illinois. Accordingly, this Contract, and all questions
of interpretation, construction and enforcement hereof, and all controversies hereunder, shall be
governed by the applicable statutory and common law of the State of Illinois. The parties agree that,
for the purpose of any litigation relative to this Contract and its enforcement, venue shall be in the
Circuit Court of Cook County under the jurisdiction of the current Litigation and the parties' consent
to the in personam jurisdiction of said Court for any such action or proceeding.
C. The terms, provisions, warranties and covenants of Section 15 shall survive the
Closing and delivery of the Deed and other instruments of conveyance. The provisions of Section 15
of this Contract shall not be merged therein, but shall remain binding upon and for the parties hereto
until fully observed, kept or performed.
20313067
Page 11 of 13
D. The provisions of the Uniform Vendor and Buyer Risk Act of the State of Illinois shall
be applicable to this Contract.
E. Buyer and Seller hereby agree to make all disclosures and do all things necessary
to comply with the applicable provisions of the Property Settlement Procedures Act of 1974. In the
event that either party shall fail to make appropriate disclosures when asked, such failure shall be
considered a breach on the part of said party.
F. The parties warrant and represent that the execution, delivery of and performance
under this Contract is pursuant to authority, validly and duly conferred upon the parties and the
signatories hereto.
G. The Section headings contained in this Contract are for convenience only and shall
in no way enlarge or limit the scope or meaning of the various and several Sections hereof.
H. Whenever used in this Contract, the singular number shall include the plural, the
plural the singular, and the use of any gender shall include all genders.
I. In the event either party elects to file any action in order to enforce the terms of this
Contract, or for a declaration of rights hereunder, the prevailing party, as determined by the court in
such action, shall be entitled to recover all of its court costs and reasonable attorneys' fees as a
result thereof from the losing party.
J. If any of the provisions of this Contract, or the application thereof to any person or
circumstance, shall be invalid or unenforceable to any extent, the remainder of the provisions of this
Contract shall not be affected thereby, and every other provision of this Contract shall be valid and
enforceable to the fullest extent permitted by law.
K. This Contract may be executed in counterparts, each of which shall be deemed an
original, and all of which, when taken together, shall constitute one and the same instrument.
23. EFFECTIVE DATE. This Contract shall be deemed dated and become effective on the date
that the authorized signatories of Buyer shall sign the Contract, which date shall be the date stated below the
Buyer's signature.
24. CONTRACT MODIFICATION. This Contract and the Exhibits attached hereto and made a
part hereof, or required hereby, embody the entire Contract between the parties hereto with respect to the
Property and supersede any and all prior agreements and understandings, whether written or oral, and
whether formal or informal. No extensions, changes, modifications or amendments to or of this Contract, of
any kind whatsoever, shall be made or claimed by Seller or Buyer, and no notices of any extension, change,
modification or amendment made or claimed by Seller or Buyer (except with respect to permitted unilateral
waivers of conditions precedent by Buyer) shall have any force or effect whatsoever unless the same shall
be endorsed in writing and fully signed by Seller and Buyer.
25. EXHIBITS. The following Exhibits are attached hereto and made a part hereof by reference:
Exhibit A Legal Description of the Property
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Page 12 of 13
Exhibit B Permitted Exceptions
Exhibit C Disclosure Affidavit
[THIS SPACE INTENTIONALLY LEFT BLANK]
2031306-17
Exhibit A
LEGAL DESCRIPTION OF THE PROPERTY
LOT 1 IN MOUNT PROSPECT STATE BANK RE -SUBDIVISION NO. 2, BEING A RESUBDIVISION OF
PART OF MOUNT PROSPECT STATE BANK RE -SUBDIVISION AND BUSSE AND WILLE'S
RESUBIDVISION IN MOUNT PROSPECT, BEING A PART OF THE WEST HALF OF SECTION 12,
TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE
PLAT THEREOF RECORDED ON MAY 1, 1974 AS DOCUMENT NO. LR2750490, IN COOK COUNTY,
ILLINOIS.
Property Address: 111 E. Busse Avenue, Mount Prospect, Illinois
Permanent Index Number: 08-12-109-028-0000
2031306-7
Exhibit B
PERMITTED EXCEPTIONS
1, 2024 and 2025 real estate taxes and subsequent years, not due and payable for the Property.
Z Covenants, Conditions and Restrictions of Record; and
3. Building lines and easements of record, if any
4. Unrecorded Telecommunication Master Lease Agreement, as disclosed by the Memorandum of
Lease, 111 Busse Partners, LLC, lessor, and Vertical Bridge Real Estate LLC, lessee, recorded on
November 26, 2014 as document no. 1433029094
20313067
Exhibit C
ALL SELLERS MUST SIGN AN AFFIDAVIT THAT IS
SUBSTANTIALLY SIMILAR TO THE ONE BELOW
State of Illinois
)ss.
County of )
DISCLOSURE AFFIDAVIT
I, (hereinafter referred to as "Affiant") reside at
in County, State of m. ., being first duly sworn
knowledge of the matters contained in this Affiant, swear to the following:
and having personal
1. That I am over the age of eighteen and the (choose one)
(] owner or
(] authorized trustee or
[' ] corporate official or
] ] managing agent or
[ ] of the Real Estate (as defined herein).
2. That the Real Estate (as defined herein) being sold to the Buyer is commonly known as a part of
and is located in the County of Cook, Village of Mount Prospect, State
of Illinois (herein referred to as the "Real Estate"). The Real Estate has an Assessor's Permanent Index
Number of bgrtl
3. That I understand that, pursuant to 50 ILCS 105/3.1, prior to execution of a real estate purchase agreement
between the record fee owner of the Real Estate and Buyer, Illinois State Law requires the owner, authorized
trustee, corporate official or managing agent to submit a sworn affidavit to the Buyer disclosing the identity of
every owner and beneficiary having any interest, real or personal, in the Real Estate, and every shareholder
entitled to receive more than 7'/2% of the total distributable income of any corporation having any interest, real
or personal, in the Real Estate.
4. As the [ ] owner or
[ ] authorized trustee or
] corporate official or
] managing agent or
] of the Real Estate, I declare under oath that
(choose one):
[ ] The owners or beneficiaries of the trust are:
or
2031306MM 7
[ ] The shareholders with more than 71/2% interest are:
or
[ ] The corporation is publicly traded and there is no readily known individual having
greater than a 7'/z% interest in the corporation.
Page 2 of 13
This Disclosure Affidavit is made to induce the Buyer to accept title to the Real Estate in accordance with 50 ILCS
105/3.1,
AFFIANT
SUBSCRIBED AND SWORN to before me
this day of _........ 2025.
NOTARY PUBLIC
2031306 7
Page 13 of 13
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date below their
respective signatures.
SELLER: BUYER:
ZRM ENTERPRISES, LLC, VILLAGE OF MOUNT PROSPECT,
a Wisconsin limited liability company an Illinois municipal corporation
By: By
Name:
Name:�����
Title. Village Manager e �"N
Title:,
,`i'u
ATTEST: ATTEST:u°r���,�
M
17
... pD1G�%�ir�
Name: Name: &vrea bl, ...
Title: Title: OlkcLeie
Date Seller executed: .www....._ Date Buyer executed: I
20313067
Dnrimian Fnvelone ID, F2675FA1-7FA2-4912-8BA2-B1598CE707BC
Page 13 of 13
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date below their
respective signatures.
SELLER:
ZRM ENTERPRISES, LLC,
a Wisconsin limited liability company
BUYER:
VILLAGE OF MOUNT PROSPECT,
an Illinois municipal corporation
DOCUSigned by:
By: By: ......
Name: "d Rabi Name:
Title:
Title: Resident
Village Manager
ATTEST: ATTEST:
By: . ............... By:. �.
Name: Name:
Title: Title:
Date Seller executed: Date Buyer executed:
2031306_7