HomeMy WebLinkAbout6.6 A RESOLUTION CONSENTING TO AND SUPPORTING A CLASS 7B TAX INCENTIVE FOR THE REAL PROPERTY LOCATED AT 200 E. RAND ROAD, MOUNT PROSPECT, ILLINOIS 60056Subject
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A RESOLUTION CONSENTING TO AND SUPPORTING A CLASS 7B
TAX INCENTIVE FOR THE REAL PROPERTY LOCATED AT 200 E.
RAND ROAD, MOUNT PROSPECT, ILLINOIS 60056
September 16, 2025 - REGULAR MEETING OF THE MOUNT
PROSPECT VILLAGE BOARD
CONSENT AGENDA
Action Item
REIT 200, LLC (Applicant) is seeking support for adoption of a resolution supporting a Cook
County Class 7b Incentive for the property located at 200 E Rand Road. Similar to a Cook
County 6b Tax Incentive for industrial properties, a 7b incentive is for commercial property
and would last for 12 years. The incentive would enable the applicant to reinvest in the
property and reestablish it as a Holiday Inn hotel, restaurant, and business center. Unique to
7b requests, the property must be part of an area designated as blighted and in need of
renewal. The applicant provided a Blight Analysis supporting this designation. The Village must
also pass a second resolution supporting the 7b tax incentive after approving the blight
designation via resolution.
Like a 6b, a 7b incentive reduces the assessment level for qualified commercial uses 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 7b can be renewed
for additional 12-year terms if supported by the Village.
The Subject Property consists of a vacant, approximately 79,828 square foot, three-story,
former Holiday Inn Hotel, sited on approximately 128,323 square feet of land. The property
currently features 136 rooms, a fitness center, indoor pool/spa, meeting space, business
center, guest laundry, and a restaurant space. Should the 7b Tax Incentive be granted, the
applicant plans to invest over $9,000,000 to purchase, improve, and build out the renovated
space for use as a Holiday Inn hotel. The Applicant intends to re -open the restaurant and bar
at the site, as well as a gift shop for small items and snacks. The hotel building has been
vacant for almost six years.
The applicant is requesting the 7b incentive to reduce their taxes from around $5.40 per
square foot for their property to $2.20. Staff has reviewed the submitted application and is
supportive of the request. Staff recommends that the Village's support of the application for
the 7b request be conditioned on the Village Board approving an ordinance granting a
conditional use request to operate a hotel on the property within the next six months.
nkr_i mQinn
Alternatives
1. Approve the resolution consenting to and supporting a class 7b tax incentive for the real
property located at 200 E. Rand Road, Mount Prospect, Illinois 60056.
2. Action at the discretion of the Village Board.
Staff Recommendation
Staff recommends that the Village Board approve the resolution consenting to and supporting
a class 7b tax incentive for the real property located at 200 E. Rand Road, Mount Prospect,
Illinois 60056.
Attachments
1. RESOLUTION - 7B
2. Blight Analysis: 200 E Rand Road
3. 7b Application: 200 E. Rand Road
RESOLUTION No. 25-
A RESOLUTION CONSENTING TO & SUPPORTING A CLASS 7b TAX INCENTIVE FOR THE
REAL PROPERTY LOCATED AT 200 E. RAND ROAD, MOUNT PROSPECT, ILLINOIS 60056
WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the Village of
Mount Prospect ("Village" to contract with individuals, associations, and corporations in any
manner not prohibited by law or ordinance; and
WHEREAS, the Village desires to promote and preserve commercial uses in the Village; and
WHEREAS, REIT 200, LLC is the current record title holder/contract purchaser of that certain real
property located at 200 E. Rand Road, Mount Prospect, Illinois 60056, legally described as
EXHIBIT A, attached hereto and made a part of this resolution (the "Subject Property"); and
WHEREAS, the Cook County Assessor is operating under the Cook County Real Property
Classification Ordinance (the "Ordinance") enacted by the Cook County Board of
Commissioners, as amended from time to time, which provides propertyowners, in certain
cases, with a reduction in the assessed valuation of a commercial facility, in order to induce
companies to locate, expand, and remain in Cook County; and
WHEREAS, REIT 200, LLC or its assignee (the "Petitioner") has applied, or is applying, for a Class
7b Real Estate Tax Assessment Classification under the Ordinance, and has proven to the
President and Board of Trustees of the Village (the "Village Board") that such Class 7b
Classification is necessary to develop and maintain occupancy of the subject property under the
eligibility criteria based on Reoccupation of Abandoned Property with Greater than 12 Months
Vacancy, A Purchase for Value & and Substantial Rehabilitation as well as designating the area
as blighted pursuant to Section 74-65(a) in compliance with the County Ordinance; and
WHEREAS, an Economic Disclosure Statement has been received and filed by the Village of
Mount Prospect; and
WHEREAS, the Applicant desires to redevelop the Property as a new extended stay hotel.
WHEREAS, the Petitioner plans to invest over $9,000,000 to purchase & re -develop he Subject Property
as an IHG branded Staybridge Suite Extended Stay Hotel (the "Proposed Improvements"); and
WHEREAS, the Village Board supports and consents to the filing of a Class 7b Classification
application by the Petitioner, with the understanding that any occupant of the subject property
must meet the Class 7b Classification qualifications for commercial purposes; and
WHEREAS, the Village Board has determined that approving the Class 7b Classification to
the Petitioner, forthe Subject Property, subjectto certain conditionswould be beneficialto the
Village;
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, A HOME RULE MUNICIPALITIY:
SECTION ONE: RECITALS. The foregoing recitals are incorporated into and made a part of this
Resolution as findings of the Village Board.
SECTION TWO: ELIGIBILITY. The Village Board hereby finds and determines that: (a) the subject
property meets the requirements of Section 74-6S(a) of the Classification Ordinance and is thus
appropriate for the Class 7b classification; (b) Class 7b Classification of the subject property is
necessary for the Development of the subject property, the continued occupation of the subject
property and completion of the proposed improvements; (c) the completion of the development
and proposed improvements is necessary for the Applicant to occupy the subject property; and
(d) the subject property constitutes an abandoned property under the purpose of Class 7b
Classification.
SECTION THREE: CONDITIONS. The Village's support and consent to the Class 7b
Classification is subject to and contingent upon the conditions, restrictions, and provisions
set forth in this Section:
A. The Applicant will secure approval of an ordinance granting a conditional use to
operate a hotel on the property within six (6) months of the passage of this Resolution; otherwise,
this Resolution supporting the Reit 200, LLC application for the 7B Real Property Classification
at the Property will automatically become invalid and Cook County will be advised of the same.
B. The Applicant will obtain all necessary building and/or construction -related
permits from the Village for the construction of the Improvements.
C. The subject property will be occupied, operated, and maintained at all times in
compliance with the applicable codes and ordinances of the Village.
D. Allwork performed will be conducted in a good and workmanlike manner, with due
dispatch, and within any deadlines provided pursuantto this resolution or set forth in the Village
Code.
SECTION FOUR: FINDINGS AND APPROVAL. The Village Board finds that the Subject Property
qualifies for purposes of the Class 7b Classification, and hereby supports, consents to, and
approves the subject property being designated under the Class 7b Classification by the Cook
County Assessor, with a copy of the Class 7b Classification application of the Petitioner, based
on Reoccupation of Abandoned Property with Greater than 12 Months Vacancy with a Purchase
for Value and Substantial Rehabilitation as well as designating the area as blighted pursuant to
Section 74-6S(a) in compliance with the County Ordinance; , as outlined by the Petitioner in said
application, being attached hereto as Exhibit B and made a part hereof.
SECTION FIVE: FILING. The Village Clerk is hereby directed to transmit a certified copy of this
resolution to the Applicant. The Applicant shall be responsible for presenting such certified copyto
the Board of Commissioners of Cook County and filing such certified copy with the Office of the
Assessor.
AYES:
NAYS:
ABSENT:
PASSED AND APPROVED this day of September, 202S
Paul Wm. Hoefert
Village Mayor
ATTEST:
Karen Agoranos
Village Clerk
Exhibit A
Legal Description of Subject Property
THE WEST 210 FEET OF THE EAST 490 FEET OF THE NORTH 300 FEET OF THE
NORTHWEST'/a OF THE NORTHEAST'/a OF SECTION 34, TOWNSHIP 42 NORTH,
RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
THAT PART LYING NORTH OF RAND ROAD OF THE WEST 210 FEET OF THE EAST 490
FEET OF THE NORTHWEST'/a OF THE NORTHEAST'/a OF SECTION 34, TOWNSHIP 42
NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE
NORTH 300 FEET), IN COOK COUNTY, ILLINOIS.
Commonly Known As: 200 E. Rand Road, Mount Prospect, Illinois 60056
PIN(s): 03-34-200-061-0000 & 03-34-200-062-0000
MEMORANDUM
Date: August 28, 2025
To: Brian P. Liston, Esq., and Peter Tsantilis, Esq.
The Law Offices of Liston & Tsantilis, P.C.
From: Peter Tsiolis, Aric Swaney - Strategic Project Management
Subject: 200 E. Rand Road
Mount Prospect, IL — Class 7(b)
THE NEED FOR A CLASS 7(B) INCENTIVE TO ENSURE FEASIBILITY FOR THE
REDEVELOPMENT OF THE PROPERTY
LOCATED AT 200 E. RAND ROAD
MOUNT PROSPECT, IL 60056
To
BRIAN P. LISTON, ESQ., AND PETER TSANTILIS, ESQ.
THE LAW OFFICES OF LISTON & TSANTILIS, P.C.
From
STRATEGIC PROJECT MANAGEMENT, INC.
August 28, 2025
TABLE OF CONTENTS
k=
INTRODUCTION................................................................................................................................. 1
BLIGHT CRITERIA
FINANCIAL FEASIBILITY ANALYSIS
1
5
Proposed Redevelopment Project............................................................................................. 5
Approach to Determine Whether Class 7(b) Tax Incentive is Needed .................................... 6
Projected Redevelopment Costs............................................................................................... 7
PropertyTax Projections...................................................................................................................8
Projection of Hotel Building Cash Flow and Internal Rate of Return on Investment..................9
CONCLUSION....................................................................................................................................15
INTRODUCTION
The issue of whether the redevelopment of the property commonly known as 200 E, Rand Rd.,
Mount Prospect, IL, or more specifically identified by PINS 03-34-200-061/062 is feasible without
a Class 7(b) incentive is the focus of this analysis. In order to draw a conclusion, Strategic Project
Management utilized a methodology that encompasses simulating real estate tax projections and
redevelopment costs, IRR and ROI, as well as other factors including community impact. In
addition, we rely on certain assumptions as concluded by the Board of Trustees of the Village of
Mount Prospect in addition to our own review of their conclusions and our field reports.
Prior to delving into the analysis of this specific project (as will be fully described below), we addressed
the issue of whether the subject property is within an area that meets the blight criteria as defined in
the Illinois Tax Increment Allocation Redevelopment Act (65 ILCS 5/11-74/4-1 et se .) (the "TIF
Act"). Our examination of both the issue of blight and whether this project is feasible without a Class
7(b) concludes the subject property is within a blighted area and the project would not be economically
feasible without the Class 7(b) incentive.
BLIGHT CRITERIA
As a point of reference, we found ample evidence as will be presented below of blight and strongly
recommend the Mayor and Village Board and Cook County determine that the property, site, or
area is deemed a redevelopment priority by the Village, and that it satisfies the designation
requirement to demonstrate that the area is "in need of commercial development" and thus
blighted pursuant to both the Illinois Tax Increment Allocation Redevelopment Act, 65 ILCS
5/11-74.4-1 et seq. ("TIF Act"), and the Commercial Renewal and Redevelopment Areas Act, 65
ILCS 5/11-74.2-2-1 et seq. ("Renewal Act") in compliance with the ordinance required to be
eligible for a Class 7(b) Incentive. Our analysis examined the same criteria as set forth in the
Illinois Tax Increment Allocation Redevelopment Act (65 ILCS 5/11-74.4-1 et seq.) (the "TIF
Act") in determining where the subject parcel meets the designation of blighted area, and we
strongly recommend that conclusion be reached by the President and Village Board and Cook
County.
In determining whether an area qualifies as blighted under the TIF Act, a project area must be, on and
after November 1, 1999, "an improved or vacant area within the boundaries of a redevelopment project
area located within the territorial limits of the municipality where, if improved, industrial, commercial,
and residential buildings or improvements are detrimental to the public safety, health, or welfare
because of a combination of 5 or more of the following factors, each of which is (i) present, with that
presence documented, to a meaningful extent so that a municipality may reasonably find that the factor
is clearly present within the intent of the Act and (ii) reasonably distributed throughout the improved
Page 11
part of the redevelopment project area:"
(A) Dilapidation: An advanced state of disrepair or neglect of necessary repairs to the primary
structural components of buildings or improvements in such a combination that a documented building
condition analysis determines that major repair is required, or the defects are so serious and so
extensive that the buildings must be removed.
(B) Obsolescence: The condition or process of falling into disuse. Structures become ill -suited for
the original use.
(C) Deterioration: With respect to buildings, defects including, but not limited to, major defects in
the secondary building components such as doors, windows, porches, gutters and downspouts and
fascia. With respect to surface improvements, that the condition of roadways, alleys, curbs, gutters,
sidewalks, off-street parking, and surface storage areas evidence deterioration, including, but not
limited to, surface cracking, crumbling, potholes, depressions, loose paving material and weeds
protruding through paved surfaces.
(D) Presence of Structures Below Minimum Code Standards: All structures that do not meet the
standards of zoning, subdivision, building, fire, and other governmental codes applicable to property,
but not including housing and property maintenance codes.
(E) Illegal Use of Individual Structures: The use of structures in violation of applicable federal,
State, or local laws, exclusive of those applicable to the presence of structures below minimum code
standards.
(F) Excessive Vacancies: The presence of buildings that are unoccupied or under-utilized and that
represent an adverse influence on the area because of the frequency, extent, or duration of the
vacancies.
(G) Lack of Ventilation, Light, or Sanitary Facilities: The absence of adequate ventilation for light
or air circulation in spaces or rooms without windows, or that require the removal of dust, odor, gas,
smoke, or other noxious airborne materials. Inadequate natural light and ventilation means the absence
of skylights or windows for interior spaces or rooms and improper window sizes and amounts by room
area to window area ratios. Inadequate sanitary facilities refer to the absence or inadequacy of garbage
storage and enclosure, bathroom facilities, hot water and kitchens and structural inadequacies
preventing ingress and egress to and from all rooms and units within a building.
(H) Inadequate Utilities: Underground and overhead utilities such as storm sewers and storm
drainage, sanitary sewers, water lines and gas, telephone and electrical services that are shown to be
inadequate. Inadequate utilities are those that are: (i) of insufficient capacity to serve the uses in the
redevelopment project area; (ii) deteriorated, antiquated, obsolete or in disrepair; or (iii) lacking within
the redevelopment project area.
(I) Excessive Land Coverage and Overcrowding of Structures and Community Facilities: The
Page 12
over -intensive use of property and the crowding of buildings and accessory facilities onto a site.
Examples of problem conditions warranting the designation of an area as one exhibiting excessive
land coverage are: (i) the presence of buildings either improperly situated on parcels or located on
parcels of inadequate size and shape in relation to present-day standards of development for health
and safety and (ii) the presence of multiple buildings on a single parcel. For there to be a finding of
excessive land coverage, these parcels must exhibit one or more of the following conditions:
insufficient provision for light and air within or around buildings, increased threat of spread of fire
due to the close proximity of buildings, lack of adequate or proper access to a public right-of-way,
lack of reasonably required off-street parking or inadequate provision for loading service.
(J) Deleterious Land -Use or Layout: The existence of incompatible land -use relationships,
buildings occupied by inappropriate mixed -uses or uses considered to be noxious, offensive, or
unsuitable for the surrounding area.
(K) Environmental Clean -Up: The proposed redevelopment project area has incurred Illinois
Environmental Protection Agency or United States Environmental Protection Agency remediation
costs for, or a study conducted by an independent consultant recognized as having expertise in
environmental remediation has determined a need for the clean-up of hazardous waste, hazardous
substances or underground storage tanks required by State or federal law, provided that the remediation
costs constitute a material impediment to the development or redevelopment of the redevelopment
project area.
(L) Lack of Community Planning: The proposed redevelopment project area was developed prior
to or without the benefit or guidance of a community plan. This means that the development occurred
prior to the adoption by the municipality of a comprehensive or other community plan or that the plan
was not followed at the time of the area's development. This factor must be documented by evidence
of adverse or incompatible land -use relationships, inadequate street layout, improper subdivision,
parcels of inadequate shape and size to meet contemporary development standards or other evidence
demonstrating an absence of effective community planning.
(M) The total equalized assessed value of the proposed redevelopment project area has declined for
three (3) of the last five (5) calendar years prior to the year in which the redevelopment project area is
designated, or is increasing at an annual rate that is less than the balance of the municipality for three
(3) of the last five (5) calendar years, for which information is available, or is increasing at an annual
rate that is less than the Consumer Price Index for All Urban Consumers published by the United
States Department of Labor or successor agency for three (3) of the last five (5) calendar years prior
to the year in which the redevelopment project area is designated.
As previously stated, we found ample evidence of blight and strongly recommend the Mayor and
Village Board and Cook County find that the parcel here in question (please see Exhibit A
photographs) is a blighted area. In this instance, following an exterior survey of the condition and use
of the area•, field survey of conditions of roads, sidewalks, parking areas, lighting, landscaping, general
Page 13
property maintenance; analysis of existing structures and development plans for future structures; and
research of relevant government records, we again strongly recommend that the Mayor and Village
Board and Cook County should find the area is a "blighted area" and designate it as such due to the
following six factors (only five are required, but we find that there are at minimum six here):
• Obsolescence: Deterioration, insufficient drainage, and general inadequate infrastructure here are
evidence of obsolescence. Buildings are old and were in existence prior to most modern codes even
when renovations were done in 2008, and for this reason, these older structures are not only
functionally obsolescent, but economically obsolescent as well given the cost of such improvements
versus their likely economic value.
• Deterioration of Structures and Site Improvements: deterioration was observed on the majority of
the parcel. Deterioration in surface improvements was pervasive. Such deterioration included cracking
and crumbling surfaces and potholes. The high degree of deterioration observable on these
improvements contributes to an adverse aesthetic impact on the area. Inadequate maintenance and
repair of surface areas encourage an environment that is both unsafe for pedestrians and drivers and
encourages vandalism.
• Presence of Structures Below Minimum Code Standards: During the vacancy, the property has not
adequately been kept to modern codes. In fact, in 2023 violations included wood fences on the east
side of the property with multiple broken areas and broken slats, multiple windows broken on the
exterior of the property, multiple areas of the exterior containing rubbish and garbage around the
property, and the structure was found to be unsafe due to fire sprinkler system being out of service.
The village deemed it "unfit for occupancy.'
• Excessive vacancies: the hotel building has been vacant for almost six years.
• Inadequate Utilities: The combination of the overall age, deterioration, and the apparent lack of on -
site detention or retention of storm water qualify as inadequate. Because of the 1971 construction date,
sections of the parcel's water, storm and sanitary sewer systems are at or near the end of their useful
lives and are in need of upgrade and/or replacement due to both existing inadequacies and due to lack
of capacity to serve future redevelopment needs.
• Lack of Community Planning: The lack of an adequate Comprehensive Plan for this area in 1971 did
not significantly guide development in the area, and the 1976 Comprehensive Plan did not add much
beyond zoning. While improvements may have taken place over the years, they were implemented
with minimal to no guidance from the 2007 Comprehensive Plan. The Village has had some
constructive input into area development, but the 2017 Rand Road Corridor Plan and Comprehensive
Plans lack guidance into development in the post -pandemic world.
1 Richard Mayer, "Mount Prospect Fines Vacant Hotel Owners $20,000," Journal & Topics, 2023,
https://www.jou rna I -top ics.com/a rticies/mou nt-prospect-fi nes-vaca nt-hotel-owners-20000/
Page 14
FINANCIAL FEASIBILITY ANALYSIS FOR THE REDEVELOPMENT OF 200 E. RAND
RD AND REDEVELOPMENT OF A HOTEL ON THE PROPERTY
The data and analysis in this section is provided by REIT 200 LLC (the "Applicant"). The
information related to historical, current, and future real estate taxes is presented in this report by
Strategic Project Management based on Cook County tax records. The future projections are
derived by SPM based on historical trends and assumptions.
Proposed Redevelopment Project
The Subject Property currently consists of a vacant, approximately 79,828 square foot, three (3) story,
former Holiday Inn Hotel, sited on approximately 128,332 square feet of land. The property currently
features 136 rooms, a fitness center, indoor pool/spa, meeting space, business center, guest laundry and a
restaurant space. The proximity to the city of Chicago, O'Hare International Airport, and regional
transportation networks ensure the site's continued economic growth. The property's prime location near
a bustling mall and upscale retail stores enhances its appeal, making it an ideal spot to attract a high -quality
restaurant tenant.
Should the Class 7b Tax Incentive be granted, the Applicant plans to invest over $9,000,000 to purchase,
improve and build out the renovated space for use as an IHG branded Staybridge Suite Extended Stay
Hotel. The proposed Hotel would be an all -suite property that targets upscale corporate travelers. The
Applicant intends to re -open the restaurant and bar in at the site, as well as a gift shop for small items and
snacks. As such, the site is expected to generate significant sales tax revenue, of which the Village will
receive a portion. As part of these improvements, the Applicant intends to renovate/improve all aspects of
the site including, but not limited to the guestrooms, lobby, corridors, fitness center, swimming pool, and
restaurant.
Once improvements are finished, the site will operate at a Staybridge Suites Extended Stay Hotel, which,
according to Staybridge, includes elevated residential style -studios and suites, complimentary daily
breakfast buffet, complimentary light bites & happy hour 3 days a week, and ample amenities to
accommodate both short-term and extended -stay guests. Each suite features a fully equipped kitchen
including cooking and dining utensils, a full-size refrigerator, microwave and cooktop stove, toaster,
coffee maker, dishwasher & a dedicated dining area. The Applicant expects approximately thirty full-time
employees and fifteen part-time employees to work out of the site. The Applicant also expects the planned
improvements on this specific site will also result in approximately forty-five temporary construction jobs.
Apart from the revenue generated by hotel guests, the Applicant expects the employees will frequent
Village restaurants, gas stations, grocery stores, and more.
In addition to increased property tax revenues, sales tax, and employee impact, the hotel's presence will
Page 15
significantly benefit the local community as it will attract both new and returning customers who will also
frequent nearby establishments.
The redevelopment of the hotel is an essential development for the subject property and the area in general.
Staybridge Suites enjoy a brand and customer loyalty that is well known in the hospitality world. The
demand for the rooms and restaurant will greatly benefit surrounding businesses as the brand is considered
a destination location. Unlike many of its competitors, Staybridge Suites has not saturated the market and
therefore its customers often seek out the brand. This strong customer base will allow surrounding property
owners to attract new buyers and tenants.
The long-term outcome for the subject property if the Applicant is not granted a 7(b) and Staybridge Suites
does not open is negative based on its current and likely continued vacancy.
Approach to Determine Whether Class 7(b) Tax Incentive is Needed
In reviewing and analyzing whether a project can proceed without a Class 7(b) tax incentive, we can
undertake various approaches to reach our conclusion. Each project is reviewed based on its own
characteristics, needs and economic conditions. While one proposed project may require a review of the
applicant's financial data and pro forma using an Initial Rate of Return analysis as was done here, a
different project will require looking at a yearly revenue analysis to determine whether the project meets
required net profits.
In this specific case, the current condition of the parcel also reflects a sense of abandonment. The obvious
negative impacts that follow this not only apply to the specific property but also extend to adjacent
properties. As the abandoned property becomes an eyesore and in many cases a bastion for undesirable
elements, the natural outcome is to decrease the value of neighboring properties, which can lead to a
domino effect. The subject property is facing this very real prospect. The proposed hotel redevelopment
will transform the currently underutilized area into one that will address the numerous issues that if left
unaddressed will lead to larger issues in the years to come. In this case the Staybridge Suites will revitalize,
modernize, and make the subject parcel attractive, viable and one that serves to attract other end -users.
This undertaking will cost a significant amount of money, create new temporary and permanent jobs,
generate new sales tax, and increase overall real estate property tax revenues. However, without the
improvements and substantial further investment, the property's future is bleak.
Page 16
Projected Redevelopment Costs
Table 1 summarizes the minimum projected costs of the Redevelopment. The numbers do not reflect
ongoing maintenance costs in the years to come.
SOURCE
AMOUNT
USE
AMOUNT
Bank
$4,625,000.00
Hotel Purchase
$
4,000,000.00
SBA 504
$2,775,000.00
Hard Construction Cost & Equipment
$
2,250,000.00
Owners Equity
$1,850,000.00
FFE
$
2,000,000.00
Soft Costs (Architect, Permit Fee, Closing Costs)
$
250,000.00
Franchise App Fee
$
100,000.00
Interest Reserve
$
650,000.00
TOTAL
$
9,250,000.00
TOTAL
$
9,250,000.00
Source REIT 200 LLC
Page 17
Property Tax Projections
Table 2 summarizes projected taxes for years 1 through 13 with and without a Class 7(b) incentive.
Please note year 13 reflects when the incentive terminates. The projections are based on a
beginning market value in 2027 (Year One) then increases of 10% every three years or on a
triannual basis rather than a yearly increase of 3% to more accurately reflect the method used by
the Cook County Assessor. The chart begins in 2027 based on the assumption that the Class 7(b)
incentive will be granted in 2025 and activated in 2027.
C,,,,,t Conditions
au, led ... Ithout
71 r1cri
��M�
Current Conditions
No hh,la—Irt,
Full Vacurc,
No
5 A 20% occupancy factor was applied to the 2024 Assessor Building Assessed Value, which was then added to the 2024 Assessor
Land Assessed Value
to create a
revised 2024 Assessed
Value with Total
Vacancy Reduction.
The revised 2024 Assessed Value with Total Vacancy Reduction as then ult[plied by 4 to create the "Estinnated Market Value Based on the 2024 Cook County Assessed Value at Full VacarcV and No ln,p,ovennerts".
Sources Cook County Assessor, Cook County Clerk, SPM
We utilized a real estate tax based on the 2023 composite tax rate of 9.855 percent and the most recent
Cook County equalization multiplier 3.0163. For the illustrative purposes of this report, we assume
eligibility for a Class 7(b) incentive is granted in 2025 and activated in 2027. The projected tax for the
property with a Class 7(b) will be $374,013 in 2027 and $935,033 without a Class 7(b) or a difference
of approximately $561,020. In the table above, the 2037 (Year 11) Assessment Level increases to 15
percent, resulting in a difference of $497,812. In 2035 (Year 12), the Assessment Level increases to 20
percent, resulting in a difference of $248,906. In 2036 (Year 13), taxes return to the full 25 percent.
Table 2 also uses estimated taxes to demonstrate the additional property tax revenue that would be
generated by allowing the Applicant to modernize and improve the parcel with a 7(b) incentive. As the
Page 18
projections illustrate, providing the incentive will generate $5,954,104 over the life of the incentive
(2027-2035). If the property remains vacant, which is a strong possibility without the incentive, it could
produce $3,043,805 over the same period. However, a large devaluation of the vacant parcel during
those years is unavoidable and will result in an unexpected loss of tax revenue. Even with a 7(b)
incentive, the village and other taxing bodies will be assured a benefit of $5,954,104 over the life of the
incentive by allowing the redevelopment to go forward, which is $2,910,299 more in revenue than if the
property is left vacant.
For additional illustrative purposes, we project Staybridge in a best -case scenario to generate $3,745,655
total revenue in year one. This projection is aggressive because stabilization typically occurs in years
three or four. With the year one tax projection without a 7(b) of $935,033, the Applicant's real estate
taxes would represent 25% percent of its total revenue, which is unsustainable.
With increasing labor costs, uncertain interest rates, tariffs, supply chain issues, and other factors, the
cost to redevelop, and operational costs after completion of this project will result in an ever-increasing
need for the 7(b) incentive. Quite simply, the cost to own and operate this business is more expensive
today than it was even a year ago. A hotels performance depends on occupancy and average daily rates,
which often fluctuate based on even uncertain global economic conditions.
Projection of Hotel Building Cash Flow and Internal Rate of Return on Investment
Analysis WITHOUT a class 7(b) tax incentive:
To further assess the feasibility of the redevelopment, with the real estate tax amount of $935,033
(without a Class 7(b) tax incentive) and annual debt service of $678,508.08 (and an 8.5% capitalization
rate, SPM calculated the Net Operating Income (NOI), cash flow after debt service, Internal Rate of
Return (TRR), and Return on Investment (ROT), and compare them to typical hotel sector benchmarks.
SPM used the financial and project data and project details provided by the Applicant and our own
review, calculations, and analysis.
Total Revenue: $3,745,655
Total Department Expenses: $974,659
Gross Operating Income: $2,770,995
Total Undistributed Operating Expenses: $1,123,734
Gross Operating Profit: $1,647,261
Insurance: $60,000
Taxes: $935,033
Management Fees: $74,913
Reserve for Replacement: $0
Total Fixed Charges: $60,000 + $935,033 + $74,913 = $1,069,946
NOI:
1,647,261-1,069,946=577,3151,647,261 - 1,069,946 = 577,3151,647,261 - 1,069,946 = 577,315
Debt Service:
Page 19
Total Annual Debt Service: $678,508.08.
SPM assumed the loan structure ($2,775,000 SBA 504 + $4,675,000 conventional) at conventional rates
and terms.
Cash Flow After Debt Service:
577,315-678,508.08= <101,193.08> annually (negative)
The negative cash flow indicates the project does not generate enough NOI to cover debt service,
signaling immediate feasibility concerns.
Project Details and Assumptions
Purchase Price: $4,000,000
Renovation Costs: $5,250,000
Total Investment Cost: $9,250,000
Equity: $1,800,000
Loan Amount: $7,450,000 ($2,775,000 SBA 504 + $4,675,000 conventional)
Holding Period: 10 years
Sale Price: Use 8.5% cap rate on NOL
Sale Price $6,797,823.53
Transaction Costs: 6% of sale price = $6,797,823.53 X 0.06 = $407,869.41
Loan Payoffs (Year 10)
Conventional Loan Balloon: $3,462,524.34 (5%, 25-year amortization, 10-year term)
SBA 504 Remaining Balance: $1,753,448.67 (5.5%, 20-year amortization, after 120 months)
Net Sale Proceeds:
6,797,823.53-407,869.41-3,462,524.34-1,753,448.67-173,981.11
Year 10 Cash Flow:
—101,193.08+173,981.11-72,788.03
Cash Flows:
Year 0:-$1,800,000 (equity)
Years 1-9:-$101,193.08 annually (negative due to insufficient NOT)
Year 10: $72,788.03
Step 1: ROI Calculation
ROI=Total Return —In Years 1-9:-$101,193.08 X 9 =-$910,737.72
Year 10: $72,788.03
Total:-$910,737.72 + $72,788.03 —-$837,949.69
PV of Years 1-9:-$101,193.08 X 9 =-$910,737.72
PV of Year 10: $72,788.03
Total PV:-$910,737.72 + $72,788.03 =-$837,949.69
NPV:-$837,949.69 - $1,800,000 =-$2,637,949.69 (negative)
The IRR is undefined or negative, as the cash flow stream (negative initial investment, negative annual
cash flows, and a small positive final cash flow) does not cross zero NPV, indicating no rate of return
that balances the investment.
For comparison, SPM looked at typical hotel sector benchmarks:
IRR: 150/o-20% for hotel renovations, up to 25% for riskier projects.
Page 110
Annualized ROI: 10%-15%, up to 18% for high -yield projects.
Debt Service Coverage Ratio (DSCR): 0.85
DSCR: 0.85A DSCR below 1.0 indicates the project cannot cover debt service, far below lender
requirements (1.2-1.5), signaling severe financing issues.
Project Metrics:
IRR: Undefined or negative (well below 15%-25% benchmark)
ROL•-146.55% (well below 10%-18% benchmark, indicating a loss)
DSCR: 0.85 (below 1.2-1.5, unfinanceable)
Comparison:
IRR: The negative or undefined IRR indicates the project loses money, far below the 15%-20% target,
making it not feasible.
ROI: A-146.55% ROI confirms the project results in a significant loss, compared to the desired 10%-
18% annualized return.
DSCR: A 0.85 DSCR means NOI cannot cover debt payments, making the project unviable for lenders
and investors.
Risks and Considerations:
Tax Impact: The $935,033 tax amount reduced NOI to $577,315, and combined with the debt service
($678,508.08), results in negative annual cash flows (-$101,193.08). This makes the project
unsustainable without significant changes.
Cap Rate Impact: The 8.5% cap rate lowered the sale price to $6.80M (from $8.25M at 7%), barely
covering loan payoffs ($3.46M + $1.75M), leaving minimal proceeds ($173,981.11). A 9% cap rate
further reduces the sale price to $6,414,611, worsening outcomes.
Hotel Risks: The low NOI and high debt service suggest unrealistic revenue projections or excessive
costs for the 200 E. Rand Road hotel. The market may not support the post -renovation performance,
especially with high taxes.
Conclusion:
Typical IRR Desired: 15%-20% (up to 25% for riskier hotel renovations).
Typical Annualized ROI Desired: 10%-15% (up to 18% for high -yield projects).
Project Metrics with Taxes ($935,033), Debt Service ($678,508.08), and 8.5% Cap Rate:
IRR: Undefined or negative (well below 15%-25% benchmark)
ROI:-146.55% (well below 10%-18% benchmark, indicating a loss)
DSCR: 0.85 (below 1.2-1.5 lender requirement, unfinanceable)
The project is notfeasible without a Class 7(b) tax incentive. The high taxes ($935,033) and debt service
($678,508.08) result in negative annual cash flows, a low sale price ($6.80M at 8.5% cap rate), and a
negative ROI, making the project unprofitable and unfinanceable.'
Analysis WITH a class 7(b) tax incentive:
To further assess the feasibility of the redevelopment, with the real estate tax amount of $374,013 (with
a Class 7(b) tax incentive), and annual debt service of $678,508.08 (and an 8.5% capitalization rate,
2 SPM ran a sales analysis for illustrative purposes only.
Page I I I
SPM calculated the Net Operating Income (NOI), cash flow after debt service, Internal Rate of Return
(IRR), and Return on Investment (ROI), and compare them to typical hotel sector benchmarks. SPM
used the financial and project data and project details provided by the Applicant and our own review,
calculations, and analysis.
Original Financials:
Total Revenue: $3,745,655
Total Department Expenses: $974,659
Gross Operating Income: $2,770,995
Total Undistributed Operating Expenses: $1,123,734
Gross Operating Profit: $1,647,261
Fixed Charges:
Insurance: $60,000
Taxes: $374,013
Management Fees: $74,913
Reserve for Replacement: $0
Total Fixed Charges: $60,000 + $374,013 + $74,913 = $508,926
Updated NOI:
NOI=1,138,335
Debt Service (as provided previously):
Total Annual Debt Service: $678,508.08
Cash Flow After Debt Service:
1,138,335-678,508.08=459,826.92 annually
Project Details and Assumptions:
Purchase Price: $4,000,000
Renovation Costs: $5,250,000
Total Investment Cost: $9,250,000
Equity: $1,800,000
Loan Amount: $7,450,000 ($2,775,000 SBA 504 + $4,675,000 conventional)
Holding Period: 10 years
Sale Price: Use 8.5% cap rate on updated NOL
Sale Price — 13,392,176.47
Transaction Costs: 6% of sale price = $13,392,176.47 X 0.06 = $803,530.59
Loan Payoffs (Year 10) (from prior calculations, unchanged as debt service change does not alter
balloons without updated terms):
Conventional Loan Balloon: $3,462,524.34 (5%, 25-year amortization, 10-year term)
SBA 504 Remaining Balance: $1,753,448.67 (5.5%, 20-year amortization, after 120 months)
Net Sale Proceeds:
13,392,176.47-803,530.59-3,462,524.34-1,753,448.67=7,372,673.87
Year 10 Cash Flow:
459,826.92+7,372,673.87=7,832,500.79
Cash Flows:
Year 0:-$1,800,000 (equity)
Years 1-9: $459,826.92 annually
Year 10: $7,832,500.79
ROI Calculation
ROI= Total Return Years 1-9: $459,826.92 x 9 = $4,138,442.28
Page 112
Year 10: $7,832,500.79
Total: $4,138,442.28 + $7,832,500.79 = $11,970,943.07
Total PV: $1,728,495.45 + $840,930.08 = $2,569,425.53
NPV: $2,569,425.53 - $1,800,000 = $769,425.53 (positive)
Total PV: $1,529,099.43 + $568,069.02 = $2,097,168.45
NPV: $2,097,168.45 - $1,800,000 = $297,168.45 (positive)
Total PV: $1,395,019.71 + $385,742.34 = $1,780,762.05
NPV: $1,780,762.05 - $1,800,000 =-$19,237.95 (negative)
IRR = 34.66\%
Again, for comparison, SPM looked at typical hotel sector benchmarks.
IRR: 15%-20% for hotel renovations, up to 25% for riskier projects.
Annualized ROI: 10%-15%, up to 18% for high -yield projects.
Debt Service Coverage Ratio (DSCR):
DSCR= 1.68
This meets the typical lender requirement of 1.2-1.5, indicating sufficient cash flow to support
financing.
Project Metrics:
IRR: 34.66%
Annualized ROI: 20.90%
DSCR: 1.68
Comparison:
IRR: 34.66% exceeds the 15%-20% target (and the 25% high -risk threshold), indicating the project is
highly feasible.
ROL 20.90% annualized is above the 10%-15% benchmark (and exceeds the 18% high -yield target),
reinforcing attractiveness.
DSCR: 1.68 supports financing feasibility, as it exceeds lender requirements.
Impact of Tax Adjustment:
Tax Change: The tax amount $374,013 results in an IRR 34.66% and a ROI 20.90%.
Comparison to No Incentive: Compared to the $935,033 tax scenario (NOI $577,315, negative IRR), the
$374,013 tax (reflecting a 7b or similar incentive) restores feasibility, boosting NOI by 97% and turning
negative cash flows positive.
Risks and Considerations
Hotel Risks: Mount Prospect's proximity to O'Hare supports demand, but NOI depends on successful
renovation, branding, and occupancy. A 10% NOI drop (to —$1M) reduces IRR to —30%, still above
target.
Conclusion:
Typical IRR Desired: 151/o-20% (up to 25% for riskier hotel renovations).
Typical Annualized ROI Desired: 10%-15% (up to 18% for high -yield projects).
Project Metrics with Taxes ($374,013), Debt Service ($678,508.08), and 8.5% Cap Rate:
IRR: 34.66% (exceeds 151/o-25% benchmark)
Annualized ROI: 20.90% (exceeds 10%-18% benchmark)
DSCR: 1.68 (above 1.2-1.5 lender requirement)
Feasibility: The project is highly feasible with the tax projection with Class 7(b) tax incentive of
Page 113
$374,013, as the 1RR and ROl significantly exceed industry standards, and the DSCR supports
financing.
Page 114
CONCLUSION
Typically, when determining whether we recommend the need for an incentive we take into
consideration the redevelopment program, redevelopment cost projections, revenues and expenses and
other financial information discussed above, however, in certain cases such as this one the financial
information isn't the only determining factor to consider. The intangible benefits for the subject
property and surrounding properties must also be heavily considered in reaching a decision along with
the additional overall taxes the project will generate.
Therefore, granting the Class 7(b) incentive may in this case ensure that the blighted area does not
expand into other areas, but rather may bring (for the reasons articulated above) commercial success
to the Village of Mount Prospect for years to come. This is remarkable under the current economic
uncertainties we are facing due to post -pandemic adjustments, tariffs and supply chain issues, inflation,
uncertainty about interest rates, fluctuating climate and environmental regulations and other factors.
Without the assistance from the Class 7b Tax Incentive, the Applicant will be unable to redevelop the
hotel and may instead look to sell off the land and leave it undeveloped and vacant. Future owners of
the parcel with multiple years of vacancy may neglect the property and stop paying their taxes, resulting
in total loss for the Village. Any future owners will be seeking the same incentive.
Due to the reality that the Applicant cannot feasibly open this Staybridge location without a Class 7(b)
incentive because the property taxes make it financially impossible, and in not doing so cause the
Village of Mount Prospect other taxing bodies to lose millions of sales and property tax dollars, we
must conclude that granting the Class 7(b) incentive in this specific case is imperative.
Additionally, the cash flow projections show that it would not support a high enough return to make
undertaking the investment financially feasible without the Class 7(b) tax incentive. Providing the
Applicant with the Class 7(b) incentive is the only way to ensure feasibility. Without a 7(b) incentive
the IRR we project is negative, and the ROI is-146.55 (also negative). No developer would undertake
a project to realize such a return. By providing the incentive the IRR we project is 34.66, and the ROI
is 20.90. As stated above, these are within the customary acceptable IRR and ROI levels for a project
associated with this type of financial risk under normal circumstances. We therefore once again believe
the incentive is essential.
Page 1 15
EXHIBIT A
Photos of Subject Property 2025
Page 1 16
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VILLAGE OF MOUNT PROSPECT
DESCRIPTION'
The Village is a home -rule unit of government located approximately twenty-two miles northwest
of downtown Chicago, Illinois. It was settled in the 1870s and later incorporated in 1917. The
cuirent population is approximately 56,852. The Village is governed by a mayor and a six -member
Board of Trustees elected at large for four-year terms. The Village Manager handles day-to-day
operations and is appointed by the President and the Board of Trustees. The Village has
approximately 304 full-time and twenty-seven part-time employees. In addition, approximately
fifty-four seasonal employees are hired throughout the year. Listed below are the unions to which
192 of the full-time employees are members. The Village considers its relationship with its
employees to be cordial.
Village residents benefit from top -rated public safety technology and services. The Fire
Department has earned one of the best fire ratings (ISO Rating Class 2), the Police Department
has achieved international police accreditation and the Public Works Department's community -
wide recycling and urban reforestation programs have served as models for other communities.
The Mount Prospect Public Library is at the forefront of information technology used to
supplement research efforts.
In November of 2008, BusinessWeek named the Village as the winner of its second annual review
of the "Best Places in America to Raise Kids." According to the report, the Village was able to
achieve this ranking because of low crime, affordable homes, award- winning schools and small-
town charm, coupled with conservative fiscal values and community involvement.
The Village's downtown and other commercial areas have experienced significant private and
public reinvestment over the past several years, including the redevelopment of the 1.3 million -
square -foot Randhurst Shopping Center, the first enclosed regional shopping center in the area.
Residential convenience goods, banks, government services, restaurants and service
establishments can be found throughout the downtown area. The addition of townhomes and
luxury condominiums in the town center is furthering the Village's vision of a mixed -use
downtown district.
The Kensington Business Center attracts numerous high -profile corporations with its twelve
landscaped lakes, winding jogging trails, recreational park and picnic areas, as well as its
proximity to O'Hare International Airport. Lake Center Corporate Park is the second largest
industrial district within the Village and offers unique "build -to -suit" opportunities for office and
manufacturing facilities. The Lake Center Corporate Park has recently been improved with
landscaping and public infrastructure designed to support a variety of uses.
Village residents of all ages are served by four area park districts maintaining nearly four hundred
acres of parks and recreation facilities within the Village. The park districts provide an outdoor
wave pool, two golf courses, a miniature golf course, a sled hill, outdoor skating rinks,
playgrounds, ball fields and tennis courts for residents. The Cook County Forest Preserve also has
facilities nearby.
1 Village of Mount Prospect, Cook County, Illinois General Obligation Bonds, Series 2022 (IL). Final Official
Statement Dated January 18, 2022.
STRATEGIC
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VNIFNIUMIM
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Founders and partners Peter Tsiolis and Ron Kolimas bring the decades of
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to undertake complex issues and projects. The firm is strengthened by the
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Strategic Project Management
800 Enterprise Drive, Suite 204
Oak Brook, IL 60523
p630.601.1020
THE LAW 0FFICE8 OF
ILISTON & TSANTILIS
A PROFEBSIONAL CORPORATION
33 NORTIi 1,A8A1,11,E BTREET. 28T1-1 FLOOR C11ICAG0. ILLINOIS 00602
I3RIAN Y. LIBTON (312) 680-1594 PETER T8AlVTILIB (312) 604-3808 FACSIMILE (312) 5$0-1592
September 12, 2025
VIA MAIL & EMAIL
Jason Shallcross
Village of Mount Prospect
50 S. Emerson
Mount Prospect, Illinois 60056
RE: Class 7b Resolution Request
REIT 200 LLC,
200 E. Rand Road,
Mount Prospect, IL 60056
PINs: 03-34-200-061/-062
Dear Mr. Shallcross,
REIT 200 LLC (the "Applicant") is the owner of the above -referenced property (the "Subject
Property"), and is requesting:
1) A Resolution from the Village of Mount Prospect supporting and consenting to a Class 7b Tax
Incentive based on Re -occupation of Abandoned Property with a Purchase for Value & Greater
than 12 Months Vacancy & Substantial Rehabilitation.
2) A Resolution designating the area as blighted pursuant to Section 74-65(a) in compliance with the
County ordinance:
"The area is or has been within the last 10 years designated by federal, state or local agency as
conservation, blighted or renewal area or an area encompassing a rehabilitation or redevelopment
plan or project adopted under the Illinois Urban Renewal Consolidation Act of 1961, as amended,
or the Commercial Renewal Redevelopment Areas Act of 1967, as amended, or that the area be
located in a federal Empowerment Zone or Enterprise Community, as proposed and approved by
the Cook County Board of Commissioners on June 22, 1994, or the Commercial District
Development Commission Ordinance of the City of Chicago or the designations(s) of like effect
adopted under any similar statute or ordinance." [74-65(a)(1)]
The Subject Property currently consists of a vacant, approximately 79,828 square foot, three (3)
story, former Holiday Inn Hotel, sited on approximately 128,332 square feet of land. The property
currently features 136 rooms, a fitness center, indoor pool/spa, meeting space, business center, guest
laundry and a restaurant space. The proximity to the city of Chicago, O'Hare International Airport, and
regional transportation networks ensure the site's continued economic growth. The building is also
currently situated near a mall and other high caliber retail stores which should help attract a new strong
restaurant tenant.
Construction, Job Creation & Fiscal Impact
Should the Class 7b Tax Incentive be granted, the Applicant plans to invest over $9,000,000+ to
purchase, improve and build out the renovated space for use as a newly renovated & refreshed Holiday
Inn Hotel. The Applicant intends to re -open the restaurant and bar in at the site, as well as a gift shop for
small items and snacks. As such, the site is expected to generate significant sales tax revenue, of which
the Village will receive a portion. The Applicant is still in the process of designing room layouts with the
Holiday Inn & the Architect for a final floor plan, but the key count is expected to be around 125 rooms.
As part of these improvements, the Applicant intends to renovate/improve all aspects of the site (see
below):
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Remove Carpet, ixlil�r'ofk:, t-,slas etc
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Exact layouts and amenities are still being determined but upon completion of the improvements,
the site will operate at a Holiday Inn hotel which is expected to include a mix of guest rooms to
accommodate all types of travelers. Established in 1952, the brand has grown into a global leader in
hospitality, offering a wide range of full -service hotels that cater to both business and leisure travelers.
Holiday Inn properties are designed to provide comfortable guest rooms, on -site dining, meeting and
event spaces, and modern amenities such as fitness centers and pools, with a consistent focus on quality
and value. With thousands of locations worldwide, Holiday Inn maintains a strong reputation for
THE LAW OFFICES OF
LISTON & TSANTILIS
accessibility, brand recognition, and dependable service, making it a trusted choice for travelers and a
stable, well -established operator in local markets.
Upon stabilization, the Applicant expects approximately 30 full-time employees and 15 part-time
employees to work out of the site. The Applicant also expects the planned improvements on this specific
site will also result in approx. 45 temporary construction jobs. Apart from the revenue generated by Hotel
guests, the Applicant expects the employees will frequent Village restaurants, gas stations, grocery stores,
and more. According to the Employee Impact Chart, 45 employees would be expected to generate
approximately $190,688 in annual Village revenue.
Employee Economic Impact Chart - Full
Purchase
Emp.
%
Exp./Week
Weeks
Total
Lunch
30
55%
$55
50
$45,375
Grocery
30
30%
$50
50
$22,500
Consumer Goods
30
25%
$35
50
$1 3,125
Entertainment
30
15%
$55
50
$12,375
Auto -Gas
30
75%
$30
50
$33,750
TOTAL
$127,125
TOTAL OVER 12 YEARS
$1 ,525,500
Employee Economic Impact Chart - Part
Purchase
Emp.
%
Exp./Week
Weeks
Total
Lunch
15
55%
$55
50
$22,688
Grocery
15
30%
$50
50
$1 1 ,250
Consumer Goods
15
25%
$35
50
$6,563
Entertainment
15
15%
$55
50
$6,188
Auto -Gas
15
75%
$30
50
$16,875
TOTAL
$63,563
TOTAL OVER 12 YEARS
$762,750
After the completion of the construction and subsequent stabilization, the Subject Property is
projected to have a market value of approximately $12,582,178 which would generate an estimated
$5,049,179 in total taxes (or approx. $374,013 per year to start) over the life of the Class 7b Tax
Incentive. Without the incentive, the property will not be purchased, will remain 100% vacant and unused
and would be expected to generate only approximately $2,623,405 in taxes over the next 12 years (or
approx. $218,617 per year to start) based on current value with full vacancy relief. Therefore, should the
Class 7b Tax Incentive be approved, the Subject Property would generate approximately an additional
$2,400,000+ in additional real estate taxes over the life of the Class 7b Tax Incentive. Please see the
attached "12 Year Tax Comparison Chart" for more details.
As mentioned, in addition to increased property tax revenues the property's redevelopment and
reoccupation will significantly benefit the local community. The Applicant expects hotel guests, visitors
& employees will frequent Village restaurants, gas stations, stores and more. Therefore, the purchase,
renovation, buildout and reoccupation of the newly proposed facility could generate over $4,700,000+ in
additional revenue over the life of the incentive PLUS whatever additional revenue generated by sales
taxes.
"But -For" Condition Statement
The Applicant has determined that without the incentive, the heavy Cook County property tax
burden (29.726%) will make the project infeasible & in the event the Subject Property is not sold, the site
will remain 100% vacant and unused.
Conclusion
Based on the foregoing, the Applicant requests that the Village of Mount Prospect review its Class
7b Tax Incentive request and approve a Resolution supporting and consenting to a Class 7b Tax Incentive
for the Subject Property based on Re -occupation of Abandoned Property with a Purchase for Value &
Greater than 12 Months Vacancy & Substantial Rehabilitation. Should you need any additional
documentation or have any questions or concerns, do not hesitate to contact me at (312) 604-3898 or via
email at mrogers@ltlawchicago.com.
Respectfully Submitted,
7xa� xk��
Mark Rogers
COOK COUNTY ASSESSORS OFFICE
COOK COUNTY AsSESSOR 118 NORTH CLARK STREET, CHICAGO, IL 60602
PHONE: 312.443.7550 FAx: 312.603.3616
FRITZ KAEGI WWW.COOKCOUNTYASSESSOR.COM
CLASS7B CONTROL NUMBER
ELIGIBILITY APPLICATION I I
Carefully review the Class 7b Eligibility Bulletin before completing this Application. For assistance, please
contact the Assessor's Office, Development Incentives Department (312) 603-7529. This application, affling
fee of $500.00, and supporting documentation must be filed as follows:
This application must be filed PRIOR TO the commencement of New Construction or the commencement
of Substantial Rehabilitation Activities or PRIOR TO the Reoccupation of Vacant/Abandoned Property.
Applicant Information
Name: REIT 200 LLC
Company: NexGen Hotels
Address: 550 E. Devon, Suite 110
City: Itasca
Telephone: (847 ) 592-6218
State: IL Zip Code: 60143
Email Address: Chrisp@nexgenhotels.com
Contact Person (if different than the Applicant)
Name: Chris Patel
Company: NexGen Hotels
Address: 550 E. Devon, Suite 110
City: Itasca
Telephone: (847 ) 592-6218
State: IL Zip Code: 60143
Email Address: Chrisp@nexgenhotels.com
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) 200 E. Rand Road
Permanent Real Estate Index Number: 03-34-200-061/-062
(2)
Permanent Real Estate Index Number:
(3)
Permanent Real Estate Index Number:
City: Mount Prospect
Township: Wheeling
State: Illinois Zip Code: 60056
Existing Class: 529 & 100
Page 1 of 7
Identification of Persons 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.
Property Use
General Description of Proposed Property Usage Hotel, Restaurant, Bar
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.
Attach legal description, site dimensions and square footage and building dimensions and square
footage.
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? Approx. 40-50
How many permanent full-time and part-time employees do you now employ in Cook County?
Full-time: NSA Part-time: N/A
How many new permanent full-time jobs will be created by this proposed development? TBD (45 Total)
How many new permanent part-time jobs will be created by this proposed development? TBD (45 Total)
Nature of Development
Indicate nature of the proposed development by checking the appropriate space:
[ ] New Construction (Read and Complete Section A below)
X Substantial Rehabilitation (Read and complete Section A below)
X Occupation of Abandoned Property — No Special Circumstances (Read and complete
Section B)
[ ] Occupation of Abandoned Property — With Special Circumstances (Read and complete
Section C)
Page 2 of 7
SECTION A (NEW CONS TRUCTIONISUBSTANTIAL REHABILITATION)
If the proposed development consists OfNew Construction O[Substantial Rehabilitation, provide the
following information:
Estimated date of construction commencement (excluding demolition if any): ASAP
Estimated date Ofconstruction completion:
Total redevelopment cost, excluding land:
Attach copies ofthe following:
9-12 months after commencement
$ 4'000.000+
1. Specific description ofthe proposed New Construction orSubstantial
2. Current Plat ofSurvey for subject property
3. 1mfloor plan orschematic drawings
4. Building permits, wrecking permits and occupancy permits (including date of issuance)
5. 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)
Page 3 of 7
SECTION B (ABANDONED PROPERTY WITH NO 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 XNO
When and by whom was the subject property last occupied prior to the purchase for value?
The property was last occupied by Holiday Inn (HDDA - Mount Prospect, LLC) but has been
vacant since approximatley 2020
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:
9-12 months after cconstruction commencement
TBD
REIT 200 LLC
HDDA - Mount Prospect, LLC
None
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
Page 4 of 7
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).
SECTION I - Property Purchase (less than 12 months vacant)
How long was the period of abandonment prior to the purchase for value?
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 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 (for additional information contact the
Cook County Bureau of Economic Development — 312-603-1000).
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
Page 5 of 7
SECTION 2 — No Purchase (more than 12 months vacant)
How long has the subject property been unused?
[ ] 12 or greater continuous months (Eligible for Special Circumstance)
[ ] Less than 12 continuous months (Not Eligible for Special Circumstance)
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 havingp8nsono|hnowledge8ttenngto the fact and the
duration of the vacancy and abandonment
0]\ Information (such as 8taAsm8n/x of utility which dmrnon8tn]be that the property
was vacant and unused and indicate duration of vacancy
kd Include the finding of special circumstances supporting "obandonnlent"oadetermined by
the municipality, or the County Board, if located in an unincorporated area. Also, include the
ordinance or rnoo|uUOO from the Board of Commissioners of Cook County stating its
approval for lack of a purchase for value (for additional information contact the Cook County
Bureau DfEconomic Development —312-8O3-1O0O).
Application mVS[ be made to Assessor prior to the commencement of naOCcupEdi0n of the
abandoned property.
Estimated date of reoccupation:
Page 6 of 7
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 7b Application and that it finds Class 7b necessary for development to occur on
the subject property. This resolution must expressly state that the five eligibility factors, which must be
present to demonstrate that the area is "in need of commercial development", are satisfied.
In addition, a copy of the application must be submitted to the Cook County Bureau of Economic
Development (BED) for their approval (for additional information contact BED at 312-603-1000.
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 $100.00 filing fee (made out to the
Cook County Assessor) must be included. The property cannot receive Class 7B designation
until you file an Incentive Appeal, AND this office grants reclassification for the parcell(s).
1, 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 undersigned certifies that he/she believes
the same be true.
Signature Date
Chris Patel
Print Name
Principal
Title
*Note: If title to the property is held in trust or by a corporation or a partnership, this Class 7b
Eligibility Application must be signed by, the beneficiary, officer and/or general partner.
Revised 4/1/2022
Page 7 of 7
EDS AFFIDAVIT
1, LI
LZIL, �RJdas a agent/representative for REIT 200 LLC (the "Applicant") does hereby
certify that it would attest to the following facts as required by Sections 74-46 and 74-62 through 74-73 of
the Cook County Code if called to testify:
That I am a duly authorized agent for Applicant REIT 200 LLC who is the contract
purchaser of the property located at located at 200 E. Rand Road, Mount Prospect, IL (PIN:
03-34-200-061/-062) (the "Subject Property").
The Applicant does not hold title to any other property in Cook County
Applicant's ownership is as follows:
See Enclosed.
4. To my knowledge and after reviewing the Applicant's records, Applicant is not delinquent in
the payment of any property taxes administered by Cook County or by a local municipality.
Further Affiant Sayeth Not
Date:
Subscribed and sworn before me
This _28day of _ILL)L, 2025
MALAU,
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 # 16478954
FILED
Filing Fee: $150 JUL 09 2025
Alexi Giannoulias
Approved By: EEC Secretary of State
Limited Liability Company Name: REIT 200 LLC
Address of Principal Place of Business where records of the company will be kept:
200 E RAND ROAD
MOUNT PROSPECT, IL 60056
The Limited Liability Company has one or more members on the filing date.
Registered Agent's Name and Registered Office Address:
CHRIS PATEL
550 E DEVON AVE STE 110
ITASCA, IL 60143-2637
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:
PATEL, INDUBEN R
1456 WEDGEWOOD AVE.
DES PLAINES, IL 60018
8. Name and Address of Organizer
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: JULY 09, 2025 INDUBEN PATEL
1456 WEDGEWOOD AVE.
DES PLAINES, IL 60018
This document was generated electronically at www.ilsos.gov
Identification of Persons Having an Interest in the Property
200 E. Rand Road,
Mount Prospect, Illinois 60056
PINS: 03-34-200-061/-062
Applicant/Developer:
REIT 200, LLC
Occupant(s):
• Holiday Inn Hotel
• Future Restaurant/Bar User
Should the Class 7b Tax Incentive be granted, the Applicant plans to invest over
$9,000,000+ to purchase, improve and build out a newly refreshed Holiday Inn Hotel.
Exact layouts and amenities are still being determined but upon completion of the
improvements, the site will operate at a Holiday Inn hotel which is expected to include a
mix of guest rooms to accommodate all types of travelers.
The proximity to the city of Chicago, O'Hare International Airport, and regional
transportation networks ensure the site's continued economic growth. The building is also
currently situated near a mall and other high caliber retail stores which should help attract
a new strong restaurant tenant.
Legal Description, Site and Building Square Footate
200 E. Rand Road,
Mount Prospect, Illinois 60056
PINS: 03-34-200-061/-062
The Subject Property currently consists of a vacant, approximately 79,828 square foot, three (3)
story, former Holiday Inn Hotel, sited on approximately 128,332 square feet of land. The property
currently features 136 rooms, a fitness center, indoor pool/spa, meeting space, business center, guest
laundry and a restaurant space. The proximity to the city of Chicago, O'Hare International Airport, and
regional transportation networks ensure the site's continued economic growth. Should the Class 7b Tax
Incentive be granted, the Applicant plans to invest over $9,000,000+ to purchase, improve and build
out the renovated space for use as a newly renovated & refreshed Holiday Inn Hotel.
Attached hereto please find:
• Legal Description
• Survey
• Aerial of Subject Property
• Street View of the Subject Property
LEGAL DESCRIPTION
PARCF1. 1
THE WEST 210 FEET OF THE EAST 490 FEET OF THE NORTH 300 FEET OF THE
NORTHWEST'/4 OF THE NORTHEAST'/4 OF SECTION 34, TOWNSHIP 42 NORTH,
RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 2:
THAT PART LYING NORTH OF RAND ROAD OF THE WEST 210 FEET OF THE EAST 490
FEET OF THE NORTHWEST '/4 OF THE NORTHEAST'/4 OF SECTION 34, TOWNSHIP 42
NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE
NORTH 300 FEET), IN COOK COUNTY, ILLINOIS.
Commonly Known As: 200 E. Rand Road, Mount Prospect, Illinois 60056
PIN(s): 03-34-200-061-0000 & 03-34-200-062-0000
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Commercial Use & Employment
200 E. Rand Road,
Mount Prospect, Illinois 60056
PINS: 03-34-200-061/-062
The Subject Property currently consists of a vacant, approximately 79,828 square foot,
three (3) story, former Holiday Inn Hotel, sited on approximately 128,332 square feet of land.
The property currently features 136 rooms, a fitness center, indoor pool/spa, meeting space,
business center, guest laundry and a restaurant space.
Exact layouts and amenities are still being determined but upon completion of the
improvements, the site will operate at a Holiday Inn hotel which is expected to include a mix of
guest rooms to accommodate all types of travelers. Established in 1952, the brand has grown into
a global leader in hospitality, offering a wide range of full -service hotels that cater to both
business and leisure travelers. Holiday Inn properties are designed to provide comfortable guest
rooms, on -site dining, meeting and event spaces, and modern amenities such as fitness centers
and pools, with a consistent focus on quality and value. With thousands of locations worldwide,
Holiday Inn maintains a strong reputation for accessibility, brand recognition, and dependable
service, making it a trusted choice for travelers and a stable, well -established operator in local
markets.
Upon stabilization, the Applicant expects approximately 30 full-time employees and 15
part-time employees to work out of the site. The Applicant also expects the planned
improvements on this specific site will also result in approx. 45 temporary construction jobs.
Apart from the revenue generated by Hotel guests, the Applicant expects the employees will
frequent Village restaurants, gas stations, grocery stores, and more. According to the Employee
Impact Chart, 45 employees would be expected to generate approximately $190,688 in annual
Village revenue.
Employee Economic Impact Chart - Full
Purchase
Em .
%
Exp./Week
Weeks
Total
Lunch
30
55%
$55
50
$45,375
Grocery
30
30%
$50
50
$22 500
Consumer Goods
30
25%
$35
50
$13 125
Entertainment
30
15%
$55
50
$12,375
Auto -Gas
30
75%
$30
50
$33 750
TOTAL
$127,125
TOTAL OVER 12 YEARS
$1,525,500
Employee Economic Impact Chart - Part
Purchase
Emp.
%
Exp./Week
Weeks
Total
Lunch
15
55%
$55
50
$22,688
Grocery
15
30%
$50
50
$11,250
Consumer Goods
15
25%
$35
50
$6,563
Entertainment
15
15%
$55
50
$6,188
Auto -Gas
15
75%
$30
50
$16,875
TOTAL
$63,563
TOTAL OVER 12 YEARS
$762,750
Property Improvements
200 E. Rand Road,
Mount Prospect, Illinois 60056
PINS: 03-34-200-061/-062
Should the Class 7b Tax Incentive be granted, the Applicant plans to invest over $9,000,000+
to purchase, improve and build out the renovated space for use as a newly renovated & refreshed
Holiday Inn Hotel. The Applicant intends to re -open the restaurant and bar in at the site, as well as a
gift shop for small items and snacks. As such, the site is expected to generate significant sales tax
revenue, of which the Village will receive a portion. The Applicant is still in the process of designing
room layouts with the Holiday Inn & the Architect for a final floor plan, but the key count is expected
to be around 125 rooms. As part of these improvements, the Applicant intends to renovate/improve all
aspects of the site (see below):
LOREN
FITNESS CENTER
SWIMMING POOL-
RESTAURANT
Install new doors
Install i7eF7eT tt17OES
Install ne"ax doors
Install new doors
Runt' eXmsting l Mick down T,%s
P=lt e7{nstulg knock down 'o mus
Paint emstingknock--, down. walls
Paint emLrtirLg knock- adcau*n Ruialis
Patch 7x,-ll s as neetletl.
Patch ells as needed
Fatcln, SA"?,ills is needed
Patch ' alls a, needed
Install 1111nofk
Install, LSQYil]wof� i'H dritkpn Center
Poo rrec n'" zli and paint pool, deck
RF_,fimsh I 1`YmatA, 4w mus
Install FFL3:.F
Install. FF&E fEi aeas 1 qel pmenft
PaLat t :cgs
Install niaw FF&E
Install Tall vinyl
Install. saran vin3d
Install tau ' Wall tle
] PpLice floor tile- as needed
Install rcarpet anci lwase
Instal Itlnercmt
W'xeL:ush sm'rulnamg porc,V aiid eep.,unt
Refimsh baf mth nen,- gmxt.�
Install Floor Tiles
Install Floor Tiles �,Rnbbea;)
Install new, Lgjiting
Inlstili nle^ws* lighting
In'st:',di nen, safety sigiuge
Instal. nlan- Lichen eT ipineiat an
needed
]Rps.ise (3electric ➢ pYmxes LR- aclsl t,3p neweGecbucal bomes
Inlsts.]] nF ,- plimi.I ng fbi Ltchenette sink: anti cL inx.1shec
R#-, ns-e Paanibing" rml batluoonr.s to +ccmveft to, showers Install ce'ranaac ties in b t7hroona
Install new dcewas
I a.=t e. istang Eaccl< alo'I'll'«alls
Patch walls as netted
ImtAl] sltcsver pan, manit r anti slz+ama^w_x tioam
Instill nullworb
Install F1FSzE
Instill all'inyl
Instal carpet am a base
]R,pnx-ove' carpet, uull cerk, h In etc
Remove popco rl ceiling
Pie'p rind paint ceiLig
Pronde- anti install e-JmR,' ,st fa m foa batlnrracnas
Demo +ca,apwet 8z ine'tall new carpet and the at elea;aftcr VYamztli s
Prc*^ de and imxstal] new oEiliibg" tiles
PreP wa:U,s for tub *"in^v 0 »&-', rMtalll neaar 7u7alil •arml.^y 9 per Plaus
Imt.il] cmsne'r Prat ,tieti hglhtmg
Imt.ill new dcewas
Instal] new sig'n;age
Property Tax Revenues & Fiscal Effect
200 E. Rand Road,
Mount Prospect, Illinois 60056
PINS: 03-34-200-061 /-062
After the completion of the construction and subsequent stabilization, the Subject
Property is projected to have a market value of approximately $12,582,178 which would
generate an estimated $5,049,179 in total taxes (or approx. $374,013 per year to start) over the
life of the Class 7b Tax Incentive. Without the incentive, the property will not be purchased, will
remain 100% vacant and unused and would be expected to generate only approximately
$2,623,405 in taxes over the next 12 years (or approx. $218,617 per year to start) based on
current value with full vacancy relief. Therefore, should the Class 7b Tax Incentive be approved,
the Subject Property would generate approximately an additional $2,400,000+ in additional real
estate taxes over the life of the Class 7b Tax Incentive. Please see the attached "12 Year Tax
Comparison Chart" for more details.
As mentioned, in addition to increased property tax revenues the property's
redevelopment and reoccupation will significantly benefit the local community. The Applicant
expects hotel guests, visitors & employees will frequent Village restaurants, gas stations, stores
and more. Therefore, the purchase, renovation, buildout and reoccupation of the newly proposed
facility could generate over $4,700,000+ in additional revenue over the life of the incentive
PLUS whatever additional revenue generated by sales taxes.
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PURCHASE AND SALE AGREEMENT
BETWEEN
HDDA — MOUNT PROSPECT, LLC,
AS SELLER
AND
REIT 200 LLC,
AS PURCHASER
Relating to the property located at 200 East Rand Road, Mount Prospect, Illinois 60056
Dated as of June 30, 2025
TABLE OF CONTENTS
P
ARTICLE I PURCHASE AND SALE.......................................................................................... I
ARTICLE II TITLE AND SURVEY............................................................................................3
ARTICLE III RESERVED............................................................................................................3
ARTICLEIV CLOSING................................................................................................................3
ARTICLE V REPRESENTATIONS. WARRANTIES AND COVENANTS ..............................7
ARTICLE VI DEFAULT.............................................................................................................10
ARTICLE VII RISK OF LOSS...................................................................................................11
ARTICLE VIII COMMISSIONS................................................................................................ I I
ARTICLE IX DISCLAIMERS AND WAIVERS.......................................................................12
ARTICLE X MISCELLANEOUS...............................................................................................14
- 1 -
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made by and
between HDDA — MOUNT PROSPECT, LLC, an Illinois limited liability company
and REIT 200 LLC, an Illinois limited liability company ("Purchaser"). The Effective Date of this
Agreement is the 30th day of June, 2025 (the "Effective Date"),
WITNESSETH:
ARTICLE I
PURCHASE AND SALE
1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter
set forth, Seller agrees to sell and convey, and Purchaser agrees to purchase, all of Seller's right,
title and interest, if any, in and to all of the following:
1.1.1 that certain land located at 200 East Rand Road, Mount Prospect, Illinois
60056, and more particularly described on Exhibit A attached hereto together with, all and singular
the rights and appurtenances pertaining to such land, including any right, title and interest of Seller
in and to adjacent streets, alleys, easements or rights -of -way (the property described in this
Subsection 1.1.1 being herein referred to collectively as the "Land");
1.1.2 any structures, fixtures and other improvements on the Land (the property
described in this Subsection 1.1.2 being herein referred to collectively as the "Improvements");
1.1.3 the fixtures, furnishings, furniture, equipment, machinery, inventory,
appliances and other personal property owned by Seller, located at the Land (collectively, the
"Personalty"); and
1.1.4 (A) all consents, variances, waivers, licenses, and permits, registrations,
notifications, reliance letters, estoppels, certificates, authorizations and other approvals and all
applications for any of the foregoing, and (B) warranties, indemnities and guarantees that Seller
has received in connection with any work or services performed with respect to, or equipment
installed in, the Improvements, if any (the property described in this Subsection 1.1.3 being herein
referred to collectively as the "Intangible Personal Property").
1.2 Property Defined. The Land, the Improvements, the Personalty and the Intangible
Personal Property are hereinafter sometimes referred to collectively as the "Property."
1.3 Permitted Exceptions. The Property shall be conveyed subject to the matters which
are, or become or are deemed to be, Permitted Exceptions pursuant to this Agreement. For
purposes hereof, "Permitted Exceptions" include, without limitation, those matters affecting title
to the Property that, pursuant to the terms of this Agreement, Purchaser has agreed, or is deemed
to have agreed, to accept title subject to, without any adjustment to the Purchase Price.
1.4 Purchase Price. Seller is to sell and Purchaser is to purchase the Property for a
purchase price of Four Million and 00/100 Dollars ($4,000,000.00) (the "Purchase Price"). The
parties hereto acknowledge and agree that the value of the Personalty is de minimis and that no
part of the Purchase Price is allocable thereto.
1.5 Payment of Purchase Price. The Purchase Price, as increased or decreased by
prorations and adjustments as herein provided, if any, shall be payable in full at Closing (defined
below) in cash by wire transfer of immediately available federal funds to Escrow Agent at Closing.
1.6 Earnest Money. Within five (5) business days after the execution and delivery of
this Agreement, Purchaser shall deposit with Tower Abstract Services, LLC, 622 Third Avenue,
35th Floor, New York, NY 10017; Debra Sollitto; dsollitto@towerabstract.com; 646-369-6944
(the "Escrow Agent" or "Title Company"), the sum of One Million and 00/100 Dollars
($1,000,000.00) (the "Initial Earnest Money") with the Escrow Agent. The Initial Earnest Money
shall be non-refundable to Purchaser once deposited and shall be immediately released upon
receipt to Seller by the Title Company. In the event Purchaser elects to exercise its right to extend
the Closing Date pursuant to Section 4.1 below, then Purchaser shall deposit an additional Five
Hundred Thousand and 00/100 Dollars ($500,000.00) (the "Extension Earnest Money''; together
with the Initial Earnest Money, collectively, the "Earnest Mom") with the Title Company within
five (5) business days of such election, which Extension Earnest Money shall be non-refundable
to Purchaser once deposited and shall be immediately released to Seller upon receipt by the Title
Company. In all cases, the Earnest Money shall be non-refundable to Purchaser but shall be applied
to the Purchase Price. If Purchaser fails to deliver the Earnest Money as aforesaid within five (5)
business days after the execution and delivery of this Agreement, this Agreement shall be deemed
to be null and void and automatically terminated without any further action of any party.
1.6.1 The parties hereto expressly agree that Escrow Agent is acting as a
stakeholder only and shall not be liable to either Seller or Purchaser in connection with its
performance as Escrow Agent hereunder except in the event of bad faith, negligence, willful
misconduct or intentional disregard of this Agreement. Seller and Purchaser both agree to jointly
and severally indemnify, defend and hold Escrow Agent harmless from and against any and all
loss, cost, liability or expense which is asserted by the parties hereto or any other party against
Escrow Agent or to which Escrow Agent may become liable as a result of the performance of its
duties hereunder as Escrow Agent, including, but not limited to, the reasonable attorneys' fees of
Escrow Agent (including, without limitation, the fees of attorneys employed by Escrow Agent),
provided, however, that the foregoing indemnity shall not extend to Escrow Agent's bad faith,
negligence, willful misconduct or intentional disregard of this Agreement.
1.6.2 Escrow Agent is hereby designated the "real estate reporting person" for
purposes of Section 6045 of the Code and Treasury Regulation 1.6045-4 and any instructions or
settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the
transaction contemplated by this Agreement, Escrow Agent shall file Form 1099 information
return and send the statement to Seller as required under the aforementioned statute and regulation.
Seller and Purchaser shall promptly furnish their federal tax identification numbers to Escrow
Agent and shall otherwise reasonably cooperate with Escrow Agent in connection with Escrow
Agent's duties as real estate reporting person.
1.6.3 The provisions of this Section 1.6 shall survive the Closing or termination
of this Agreement.
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ARTICLE II
TITLE AND SURVEY
2.1 Title Examination; Commitment for Title Insurance. Seller has caused the Title
Company to deliver to Purchaser and Seller a current, standard coverage ALTA title insurance
commitment (the "Title Commitment") covering the Property, binding the Title Company, subject
to the terms and conditions thereof, to issue at Closing an ALTA Owner's Policy of Title Insurance
in the full amount of the Purchase Price pursuant to Section 2.4 hereof.
any.
2.2 Survey. Seller has delivered to Purchaser the existing survey of the Property, if
2.3 Title.
2.3.1 Purchaser has obtained a proforma ALTA Owner's Policy (the "Proforma")
which is attached hereto as Exhibit E. All matters disclosed on the Proforma are deemed Permitted
Exceptions.
2.3.2 Time is of the essence with respect to the provisions of this Section 2.3.
2.4 Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser fee
title to the Property in order to enable the Title Company to issue to Purchaser an ALTA Owner's
Policy of Title Insurance (the "Title Policv") covering the Property, in the full amount of the
Purchase Price, subject only to the Permitted Exceptions. Notwithstanding anything contained
herein to the contrary, the Property shall be conveyed subject to the following matters, all of which
are or shall be deemed to be Permitted Exceptions:
2.4.1 the lien of all ad valorem real estate taxes and assessments that are not due
at the time of Closing;
2.4.2 local, state and federal laws, ordinances or governmental regulations,
including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter
in effect relating to the Property;
Purchaser; and
2.4.3 any liens, judgments or other encumbrances arising from any actions by
2.4.4 items which are set forth on the Proforma.
ARTICLE III
RESERVED
ARTICLE IV
CLOSING
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4.1 Time and Place. The consummation of the transaction contemplated hereby (the
"Closing") shall be held at the offices of the Title Company by means of an escrow closing on the
date that is sixty (60) days following the Effective Date (the "Closing Date") or such earlier date
as Seller and Purchaser may mutually agree, time being of the essence. At Closing, Seller and
Purchaser shall perform the obligations set forth in, respectively, Section 4.2 and Section 4.3, the
performance of which obligations shall be concurrent conditions. The Closing shall occur with all
deliveries required hereunder being made to the Title Company in accordance with escrow
instructions consistent with the terms and conditions of this Agreement given by or on behalf of
Seller and Purchaser, respectively; whereby escrow arrangements mutually acceptable to Seller
and Purchaser shall allow Seller, Purchaser and their respective attorneys to consummate the
Closing without being physically present and to exchange closing documents through such escrow.
Notwithstanding anything contained in Section 4.1 to the contrary, Purchaser shall have the right
to extend the Closing Date one time by an additional thirty (30) days by delivering written notice
to Seller of its election to exercise such extension on or prior to 5:00 p.m. (Eastern time) on the
date that is at least five (5) business days prior to the Closing Date and by depositing with the Title
Company the Extension Earnest Money within five (5) business day of delivering such extension
notice.
4.2 Seller's Obligations at Closing. At Closing, Seller shall:
4.2.1 deliver to the Title Company a Special Warranty Deed (the "Deed") duly
executed by Seller, in the forin attached hereto as Exhibit B, conveying the Property to Purchaser,
and subject only to the Permitted Exceptions;
4.2.2 execute, acknowledge, and deliver to the Title Company all such returns
(or, if required by applicable law, an electronic version thereof) as may be necessary to comply
with applicable state and local laws in effect in Mount Prospect, Illinois relating to the transfer of
the Property (collectively, as the same may be amended from time to time, the "Transfer Tax
Laws"). The transfer, documentary stamps and recordation taxes payable pursuant to the Transfer
Tax Laws shall collectively be referred to as the "Transfer Taxes";
4.2.3 deliver to the Title Company (1) such evidence as the Title Company may
reasonably require as to the authority of the person or persons executing documents on behalf of
Seller, (ii) to the extent necessary to permit the Title Company to remove any exception in the
Title Commitment for mechanics' and materialmen's liens and general rights of parties in
possession, an affidavit as to debts and liens and parties in possession executed by Seller, made to
Purchaser and the Title Company and in a form reasonably acceptable to the Title Company, along
with a GAP Affidavit and any other items reasonably required by the Title Company and (iii) any
further documentation that the Title Company may reasonably require for the proper
consummation of the transaction contemplated by this Agreement;
4.2.4 deliver to the Title Company an affidavit duly executed by Seller (or the
party deemed to be the "transferor" of the Property under applicable law) stating that Seller (or
such transferor) is not a "foreign person" as defined in the Federal Foreign Investment in Real
Property Tax Act;
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4.2.5 execute and deliver to the Title Company a settlement statement signed by
Seller and Purchaser setting forth the prorations, closing costs and adjustments to be made pursuant
to this Agreement;
4.2.6 execute and deliver to the Title Company a bill of sale in the form attached
hereto as Exhibit D;
4.2.7 deliver codes or keys to all locks on the Property in Seller's;
4.2.8 deliver to Purchaser possession and occupancy of the Property, subject
solely to the Permitted Exceptions;
4.2.9 deliver to the Title Company an Omnibus Assignment duly executed by
Seller in the form attached hereto as Exhibit C; and
4.2.10 deliver such additional documents as shall be reasonably required to
consummate the transaction contemplated by this Agreement.
4.3 Purchaser's Obligations at Closing. At Closing, Purchaser shall:
4.3.1 deliver to the Title Company the full amount of the Purchase Price, as
increased or decreased by prorations and adjustments as herein provided (if any), in immediately
available wire transferred funds pursuant to Section 1.5 above, it being agreed that at Closing,
Purchaser and Seller shall direct that the Earnest Money be applied towards payment of the
Purchase Price;
4.3.2 join Seller in execution and delivery of the instrument(s) described in
Subsections 4.2.2, 4.2.5 and 4.2.9 above;
4.3.3 deliver to the Title Company such evidence as the Title Company may
reasonably require as to the authority of the person or persons executing documents on behalf of
Purchaser; and
4.3.4 deliver such additional documents as shall be reasonably required to
consummate the transaction contemplated by this Agreement.
4.4 Credits and Prorations. The following shall be apportioned between Seller and
Purchaser as of 11:59 p.m. on the day immediately preceding the Closing Date on the basis of the
actual number of days of the month which shall have elapsed as of the Closing Date and based
upon the actual number of days in the month and a 365 day year: Real estate taxes, sewer rents
and taxes, water rates and charges, business improvement district taxes and assessments and any
other governmental taxes, charges or assessments levied or assessed against the Property
(collectively, "Property Taxes"), on the basis of the respective periods for which each is due and
payable shall be apportioned. Purchaser shall pay to Escrow Agent at Closing the prorated amount
of any Property Taxes paid by Seller prior to Closing which relate to the period of time after the
Closing Date. If there are unpaid Property Taxes as of the Closing Date, Purchaser shall receive a
credit at Closing equal to the amount of such unpaid Property Taxes attributable to the period of
time prior to the Closing Date. If the Closing Date shall occur before an assessment is made or a
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tax rate is fixed for the tax period in which the Closing Date occurs, the apportionment of such
Property Taxes based thereon shall be made at the Closing Date by applying 105% of the tax rate
for the preceding year to the latest assessed valuation, but, promptly after the assessment and/or
tax rate for the current year are fixed, the apportionment thereof shall be recalculated and Seller or
Purchaser, as the case may be, shall make an appropriate payment to the other within ten (10)
business days based on such recalculation. This Section 4.4 shall survive Closing.
4.5 Closing Costs. Seller shall only pay (1) one-half of any escrow fees or similar
charges of the Title Company, (2) any state and county transfer taxes which becomes payable by
reason of the recording of the Deed, (3) costs of the base Title Policy to be issued to Purchaser by
the Title Company at Closing but not including any extended coverage or endorsements, and (4)
Seller's attorney's fees. Purchaser shall pay (1) all costs of any extended coverage and
endorsements to the Title Policy, (2) any charges for any loan title policy in favor of Purchaser's
lender, if any, (3) any local transfer taxes, from Mount Prospect or otherwise, which becomes
payable by reason of the recording of the Deed, (4) any mortgage taxes, deed to secure debt taxes,
documentary stamps, transfer taxes or other similar taxes, fees or assessments which become
payable by reason of any financing by Purchaser, (5) any recording fees in connection with this
transaction, (6) Purchaser's attorney fees and (7) the cost of obtaining any other items required to
be delivered by Purchaser to Seller at Closing as provided herein. All other costs and expenses
incident to this transaction and the closing hereof shall be allocated as is customary in the county
in which the Property is located.
4.6 Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to
consummate the transaction hereunder shall be subject to the fulfillment on or before the date of
Closing of all of the following conditions, any or all of which may be waived by Purchaser in its
sole discretion (and which shall be deemed waived if Purchaser closes):
4.6.1 Seller shall have delivered to the Title Company all of the items required to
be delivered to Escrow Agent and Purchaser pursuant to the terms of this Agreement, including
but not limited to, those provided for in Section 4.2;
4.6.2 The Title Company shall be committed to issue to Purchaser the Title Policy
in the amount of the Purchase Price insuring Purchaser as the fee owner of the Property, subject
only to Pennitted Exceptions;
4.6.3 All of the representations and warranties of Seller contained in this
Agreement shall be true and correct in all material respects as of the date of Closing (with
appropriate modifications permitted under this Agreement or not materially adverse to Purchaser);
and
4.6.4 Seller shall have performed and observed all covenants and agreements of
this Agreement to be performed and observed by Seller as of the date of Closing in all material
respects and all other conditions to Purchaser's obligations to proceed to Closing which are
expressly set forth in this Agreement are satisfied.
If any of the above conditions are not satisfied as of the Closing Date for a reason other than the
default by Purchaser in the performance of its obligations under this Agreement, then Purchaser
mom
shall have the right to terminate this Agreement by written notice to Seller at any time on or within
three (3) business days after the Closing Date (as same may be extended by Purchaser in
accordance with the express terms of this Agreement), in which case the Earnest Money shall be
refunded to Purchaser, and no party hereto shall have any further rights and/or obligations under
this Agreement except under those provisions that expressly survive a termination of this
Agreement.
4.7 Conditions Precedent to Obligation of Seller. The obligation of Seller to
consummate the transaction hereunder shall be subject to the fulfillment on or before the date of
Closing of all of the following conditions, any or all of which may be waived by Seller in its sole
discretion:
4.7.1 The Title Company shall have timely received the Purchase Price from
Purchaser;
4.7.2 All of the representations and warranties of Purchaser contained in this
Agreement shall be true and correct in all material respects as of the date of Closing (with
appropriate modifications permitted under this Agreement or not materially adverse to Seller);
4.7.3 Purchaser shall have delivered to the Title Company all of the items
required to be delivered to Escrow Agent and Seller pursuant to the terms of this Agreement,
including but not limited to, those provided for in Section 4.3; and
4.7.4 Purchaser shall have performed and observed, in all material respects, all
covenants and agreements of this Agreement to be performed and observed by Purchaser as of the
date of Closing.
If any of the above conditions are not satisfied as of the Closing Date for a reason other than the
default by Seller in the performance of its obligations under this Agreement, then Seller shall have
the right to terminate this Agreement by written notice to Purchaser at any time on or within three
(3) business days after the Closing Date (as same may be extended by Purchaser in accordance
with the express terms of this Agreement), in which case no party hereto shall have any further
rights and/or obligations under this Agreement except under those provisions that expressly
survive a tennination of this Agreement.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1 Representations and Warranties of Seller. Seller hereby makes the following
representations and warranties to Purchaser as of the Effective Date and as of Closing:
5.1.1 Organization and Authority. Seller is a limited liability company validly
existing under the laws of Illinois. Seller has the full right and authority to enter into this
Agreement and to transfer all of the Property to be conveyed by Seller pursuant hereto and to
consummate or cause to be consummated the transactions contemplated herein to be made by
Seller.
-7-
5.1.2 Pending Actions. To Seller's knowledge, there is no action, suit, arbitration,
unsatisfied order or judgment, governmental investigation or proceeding pending against the
Property or the transaction contemplated by this Agreement.
5.1.3 Condemnation. To Seller's knowledge, no condemnation proceedings
relating to the Property are pending or threatened.
5.1.4 Leases. There are no leases, crop leases, licenses and/or other occupancy
agreements (collectively, "Leases") affecting the Property.
5.1.5 Contracts. There are no service, maintenance, supply, or other agreements
or contracts (collectively, "Contracts") affecting the Property that will be binding on the Purchaser
following Closing.
5.1.6 Foreign Person. Seller is not a "foreign person" within the meaning of
Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended (the "Code").
5.1.7 Bankruptcy. Seller is not a party as debtor to any insolvency or bankruptcy
proceeding or assignment for the benefit of creditors under the United States Bankruptcy Code or
of any state insolvency law.
5.1.8 OFAC Compliance. Neither Seller nor any of its affiliates is or will be (a)
conducting any business or engaging in any transaction or dealing with any person appearing on
the U.S. Treasury Department's OFAC list of prohibited countries, territories, "specifically
designated nationals" or "blocked persons" (each, a "Prohibited Person") (which lists can be
accessed at the following web address: http://www.ustreas.gov/offices/enforcement/ofac/),
including the making or receiving of any contribution of funds, goods or services to or for the
benefit of any such Prohibited Person; (b) engaging in certain dealings with countries and
organizations designated under Section 311 of the USA PATRIOT Act as warranting special
measures due to money laundering concerns; (c) dealing in, or otherwise engaging in any
transaction relating to, any property or interests in property blocked pursuant to Executive Order
No. 13224 on Terrorist Financing dated September 24, 2001, relating to "Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism";
(d) a foreign shell bank or any person that a financial institution would be prohibited from
transacting with under the USA PATRIOT Act; or (e) engaging in or conspiring to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to
violate, any of the prohibitions set forth in (i) any U.S. anti -money laundering law, (ii) the Foreign
Corrupt Practices Act, (iii) the U.S. mail and wire fraud statutes, (iv) the Travel Act, or (v) any
regulations promulgated under the foregoing statutes.
5.2 Knowledge Defined. References to the "knowledge" of Seller shall refer only to
the current actual knowledge of Tim Moore, without inquiry. Notwithstanding anything herein,
such individual(s) shall have no personal liability under this Agreement.
5.3 Survival of Seller's Representations and Warranties. The representations and
warranties of Seller set forth in Section 5.1 shall survive Closing for a period of six (6) months.
No claim for a breach of any representation or warranty of Seller shall be actionable (i) if the
breach in question results from or is based on a condition, state of facts or other matter which was
disclosed in any of the Due Diligence Documents, (ii) unless the claims for all such breaches
(including, without limitation, all attorneys' fees and court costs) collectively aggregate more than
Twenty Thousand and 00/100 Dollars ($20,000.00), in which event the full amount of such claims
shall be actionable, and (iii) unless an action shall have been commenced by Purchaser against
Seller within three (3) months after Closing. Notwithstanding anything herein to the contrary, in
no event shall Seller's aggregate liability to Purchaser for a breach of any representation warranty
of Seller contained herein, if any, exceed the sum of One Hundred Twenty Thousand and 00/100
Dollars ($120,000.00).
5.4 Covenants of Seller. Seller hereby covenants with Purchaser that from the Effective
Date hereof until the Closing or earlier termination of this Agreement:
5.4.1 Seller shall use reasonable efforts to operate and maintain the Property in a
manner generally consistent with the manner in which Seller has operated and maintained the
Property prior to the date hereof.
5.4.2 Seller will not negotiate with any other party the sale of all or any of the
Property, or enter into any contract (whether binding or not) regarding any sale or other disposition
of the Property.
5.4.3 Seller shall not enter into any Leases or Contracts with respect to the
Property which shall exist following Closing.
5.5 Representations and Warranties of Purchaser. Purchaser hereby represents and
warrants to Seller:
5.5.1 Purchaser is not acquiring the Property with the assets of an employee
benefit plan as defined in Section 3(3) of ERISA.
5.5.2 Purchaser is a duly formed or organized, validly existing Illinois limited
liability company.
5.5.3 Purchaser is not a party as debtor to any insolvency or bankruptcy
proceeding or assignment for the benefit of creditors under the United States Bankruptcy Code or
of any state insolvency law.
5.5.4 Purchaser has the full right, power and authority to purchase the Property
as provided in this Agreement and to carry out Purchaser's obligations hereunder, and all requisite
action necessary to authorize Purchaser to enter into this Agreement and to carry out its obligations
hereunder have been, or by the Closing will have been, taken. The person signing this Agreement
on behalf of Purchaser is authorized to do so.
5.5.5 Neither Purchaser nor any of its affiliates is or will be (a) conducting any
business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury
Department's OFAC list of prohibited countries, territories, "specifically designated nationals" or
"blocked persons" (which lists can be accessed at the following web address:
http://www.ustreas.gov/offices/enforcement/ofac/), including the making or receiving of any
contribution of funds, goods or services to or for the benefit of any such Prohibited Person; (b)
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engaging in certain dealings with countries and organizations designated under Section 311 of the
USA PATRIOT Act as warranting special measures due to money laundering concerns; (c) dealing
in, or otherwise engaging in any transaction relating to, any property or interests in property
blocked pursuant to Executive Order No. 13224 on Terrorist Financing dated September 24, 2001,
relating to "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism"; (d) a foreign shell bank or any person that a financial institution
would be prohibited from transacting with under the USA PATRIOT Act; or (e) engaging in or
conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempting to violate, any of the prohibitions set forth in (i) any U.S. anti -money
laundering law, (ii) the Foreign Corrupt Practices Act, (iii) the U.S. mail and wire fraud statutes,
(iv) the Travel Act, or (v) any regulations promulgated under the foregoing statutes.
ARTICLE VI
DEFAULT
6.1 Default by Purchaser. If, Seller has provided five (5) days prior written notice to
Purchaser that Purchaser has failed to perforin any of its material obligations under this Agreement
for any reason other than Seller's default or the permitted termination of this Agreement as herein
expressly provided, Seller shall be entitled, as its sole remedy, to terminate this Agreement and
keep the Earnest Money as liquidated damages for the breach of this Agreement, it being agreed
between the parties hereto that the actual damages to Seller in the event of such breach are
impractical to ascertain and the amount of the Earnest Money is a reasonable estimate thereof. The
foregoing liquidated damages provision shall not apply to Purchaser's obligations under Section
10.21, nor shall Purchaser be entitled to credit or offset the Earnest Money or any portion thereof
against any damages suffered by Seller by reason of Purchaser's default or obligations under
Section 10.21. THE PARTIES ACKNOWLEDGE AND AGREE THAT: (I) THEY HAVE
MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE
IMPOSSIBLE TO ASCERTAIN OR CALCULATE AS OF THE DATE HEREOF THE
AMOUNT OF ACTUAL DAMAGES SELLER WOULD INCUR IF THIS CONTRACT WAS
TERMINATED AS A RESULT OF ANY SUCH DEFAULT AND/OR BREACH BY
PURCHASER; AND (II) THESE SUMS REPRESENT REASONABLE COMPENSATION TO
SELLER IF THIS AGREEMENT WAS TERMINATED AS A RESULT OF ANY SUCH
DEFAULT AND/OR BREACH BY PURCHASER. SUCH LIQUIDATED AND AGREED
DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE
MEANING OF APPLICABLE LAW.
6.2 Default by Seller. If, prior to Closing, Purchaser has provided five (5) days prior
written notice to Seller that Seller has failed to perform any of its material obligations under this
Agreement for any reason other than Purchaser's default or the permitted termination of this
Agreement as herein expressly provided, Purchaser shall be entitled to terminate this Agreement
and, as its sole remedy, either (a) to receive the return of the entire amount of the Earnest Money;
which return shall operate to terminate this Agreement and release Seller from any and all liability
hereunder, or (b) to enforce specific performance of Seller's obligation to convey the Property to
Purchaser. Except as provided in clause (a) above and in the last sentence of this Section 6.2,
Purchaser expressly waives its rights to seek damages in the event of Seller's default hereunder.
Purchaser shall be deemed to have elected to receive back the Earnest Money and payment of its
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damages and terminate this Agreement if Purchaser fails to file suit for specific performance
against Seller in a court having jurisdiction in the county and state in which the Property is located,
on or before thirty (30) days following the date upon which Closing was to have occurred.
ARTICLE VII
RISK OF LOSS
7.1 Minor Damage. In the event of loss or damage to the Property or any portion
thereof which is not a Major Loss (as hereinafter defined), this Agreement shall remain in full
force and effect provided Seller assigns to Purchaser all of Seller's right, title and interest to any
claims and proceeds Seller may have with respect to any casualty insurance policies or
condemnation awards relating to the premises in question. Unless Seller has paid such deductible
amount on or prior to Closing, if Seller assigns a casualty claim to Purchaser, the Purchase Price
shall be reduced by an amount equal to the deductible amount under Seller's insurance policy
payable with respect to the claim at the Property. Upon Closing, full risk of loss with respect to
the Property shall pass to Purchaser.
7.2 Major Damage. In the event of a Major Loss, either Seller or Purchaser may
terminate this Agreement by written notice to the other party, in which event the entire amount of
the Earnest Money shall be returned to Purchaser. If neither Seller nor Purchaser elects to
terminate this Agreement within ten (10) days after Seller sends Purchaser written notice of the
occurrence of the Major Loss, then Seller and Purchaser shall be deemed to have elected to proceed
with Closing, in which event Seller shall assign to Purchaser all of Seller's right, title and interest
to any claims and proceeds Seller may have with respect to any casualty insurance policies or
condemnation awards relating to the premises in question. Unless Seller has paid such deductible
amount on or prior to Closing, if Seller assigns a casualty claim to Purchaser, the Purchase Price
shall be reduced by an amount equal to the deductible amount under Seller's insurance policy.
Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.
7.3 Definition of "Major Loss". For purposes of Sections 7.1 and 7.2, "Major Loss"
shall mean: (1) loss or damage to the Property or any portion thereof due to casualty such that the
cost of repairing or restoring the premises in question to a condition reasonably identical to that of
the premises in question prior to the event of damage would be, in the opinion of an architect
selected by Seller and reasonably approved by Purchaser, equal to or greater than Four Hundred
Thousand Dollars ($400,000.00), and (ii) any condemnation resulting in any permanent loss of
more than 5% of the square footage of the Property. If Purchaser does not give notice to Seller of
Purchaser's reasons for disapproving an architect within five (5) business days after receipt of
notice of the proposed architect, Purchaser shall be deemed to have approved the architect selected
by Seller.
ARTICLE VIII
COMMISSIONS
8.1 Brokerage Commissions. Each party represents and warrants to the other that it has
dealt with no broker in this transaction other than Berkadia Real Estate Advisors, LLC (the
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"Broker"). Pursuant to a separate written agreement, Seller has agreed to pay a commission to the
Broker upon, and only upon, the complete consummation of Closing and payment of the Purchase
Price. Each party agrees that should any claim be made for brokerage commissions or finder's fees
by any broker or finder other than the Broker by, through or on account of any acts of said party
or its representatives, said party will indemnify and hold the other party free and harmless from
and against any and all loss, liability, cost, damage and expense in connection therewith. The
provisions of this Section 8.1 shall survive Closing.
ARTICLE IX
DISCLAIMERS AND WAIVERS
9.1 No Reliance on Documents. Except as may otherwise be expressly set forth herein,
Seller makes no representation or warranty as to the truth, accuracy or completeness of any
materials, data or information delivered by Seller to Purchaser in connection with the transaction
contemplated hereby. Purchaser acknowledges and agrees that all materials, data and information
delivered by Seller to Purchaser in connection with the transaction contemplated hereby are
provided to Purchaser as a convenience only and that any reliance on or use of such materials, data
or information by Purchaser shall be at the sole risk of Purchaser, except as may otherwise be
expressly stated herein. Without limiting the generality of the foregoing provisions, Purchaser
acknowledges and agrees that (i) any environmental or other report with respect to the Property
which is delivered by Seller to Purchaser shall be for general informational purposes only,
(ii) Purchaser shall not have any right to rely on any such report delivered by Seller to Purchaser,
but rather will rely on its own inspections and investigations of the Property and any reports
commissioned by Purchaser with respect thereto, and (iii) neither Seller, any affiliate of Seller nor
the person or entity which prepared any such report delivered by Seller to Purchaser shall have
any liability to Purchaser for any inaccuracy in or omission from any such report.
9.2 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT
AND THE DOCUMENTS EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT
CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND
HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY
KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS
TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
USE, TITLE (OTHER THAN SELLER'S LIMITED WARRANTY OF TITLE TO BE SET
FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT
PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR
PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF
THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR
COMPLETENESS OF THE DUE DILIGENCE DOCUMENTS OR ANY OTHER
INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY
OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND
CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS,
WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED
OTHERWISE IN THIS AGREEMENT AND THE DOCUMENTS EXECUTED BY SELLER
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AND DELIVERED TO PURCHASER AT CLOSING. PURCHASER HAS NOT RELIED AND
WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY
EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR
RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION,
PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE
PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY,
OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO
REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY,
ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR
WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY,
INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS
TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE
OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR
TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY
SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON
BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO,
OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF
SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING,
PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT
NOT LIMITED TO, DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL
CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S
INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL, EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS EXECUTED
BY SELLER AND DELIVERED TO PURCHASER AT CLOSING, BE DEEMED TO HAVE
WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS,
DIRECTORS, MEMBERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) FROM
AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING
CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND
EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND
EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT
HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S OFFICERS,
DIRECTORS, MEMBERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) AT ANY
TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT DEFECTS OR
PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING,
WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER
ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE
PROPERTY. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR
REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL
CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING,
SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF
AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.
WITHOUT LIMITATION OF THE FOREGOING, PURCHASER SPECIFICALLY RELEASES
SELLER FROM ANY CLAIMS IT OR ITS SUCCESSORS AND ASSIGNS MAY HAVE
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AGAINST SELLER NOW OR IN THE FUTURE UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C. §§
9601 ET SEQ., AS AMENDED ("CERCLA"; THE RESOURCE CONSERVATION AND
RECOVERY ACT, 42 U.S.C. §§ 6901 ET SEQ., AS AMENDED ("RCRA"); ANY OTHER
ANALOGOUS STATE OR FEDERAL STATUTE; AND COMMON LAW ARISING FROM
THE ENVIRONMENTAL CONDITIONS OF THE PROPERTY OR THE PRESENCE OF
HAZARDOUS SUBSTANCES, SOLID WASTES, OR ANY OTHER POLLUTANTS OR
CONTAMINATION THE PROPERTY. PURCHASER FURTHER HEREBY ASSUMES THE
RISK OF CHANGES IN APPLICABLE LAWS AND REGULATIONS RELATING TO PAST,
PRESENT AND FUTURE ENVIRONMENTAL CONDITIONS ON THE PROPERTY AND
THE RISK THAT ADVERSE PHYSICAL CHARACTERISTICS AND CONDITIONS,
INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS SUBSTANCES
OR OTHER CONTAMINANTS, MAY NOT HAVE BEEN REVEALED BY ITS
INVESTIGATION.
9.3 Effect and Survival of Disclaimers. Seller and Purchaser acknowledge that the
Purchase Price to be paid to Seller for the Property has been agreed upon, in part, to take into
account that the Property is being sold subject to the provisions of this Article IX. Seller and
Purchaser agree that the provisions of this Article IX shall survive Closing.
ARTICLE X
MISCELLANEOUS
10.1 Further Assurances. In addition to the acts and deeds recited herein and
contemplated to be performed, executed or delivered by either party at Closing, each parry agrees
to perform, execute and deliver, but without any obligation to incur any additional liability or
expense, on or after the Closing any further deliveries and assurances as may be reasonably
necessary to consummate the transactions contemplated hereby or to further perfect the
conveyance, transfer and assignment of the Property to Purchaser. This Section 10.1 shall survive
for six (6) months following Closing.
10.2 Public Disclosure. Neither party shall use the other party's name or logotype or
release to the public any information with respect to the sale contemplated herein or any matters
set forth in this Agreement, unless in each case the other parry shall have given its prior written
consent thereto; provided, however, neither party shall be so prohibited or have an obligation to
obtain such consent in order to fulfill a requirement set forth in this Agreement, or communicate
with, disclose the sale contemplated herein or any other matters set forth herein to, or seek
approvals from, necessary governmental authorities or agencies for the sale or development of the
Property and either party may disclose such information to its respective Representatives (as
hereinafter defined). As used herein, "Representative" shall mean any employee, officer, director,
shareholder, investor, lender, member, owner, affiliate, agent, counsel, attorney, accountant or
representative of a party.
10.3 Discharge of Obligations. Except as otherwise expressly set forth in this
Agreement, the acceptance of the Deed by Purchaser shall be deemed to be a full performance and
discharge of every representation and warranty made by Seller herein and every agreement and
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obligation on the part of Seller to be performed pursuant to the provisions of this Agreement,
except those which are herein specifically stated to survive Closing. This Article X shall survive
Closing.
10.4 Assi ng ment.
10.4.1 Purchaser may not without the prior written consent of Seller, directly or
indirectly, sell, assign or otherwise transfer this Agreement. Notwithstanding the foregoing,
Purchaser may, without Seller's consent but upon at least ten (10) days prior written notice to
Seller, assign all of Purchaser's rights and interest under this Agreement to an Affiliate of
Purchaser, subject to Section 10.4.2. For purposes of this Section 10.4, (i) "Affiliate" means, with
respect to any specified person or entity, any other person or entity that is in Control of, is
Controlled by or is under common Control with such person or entity or is a director or officer of
such person or entity or of an Affiliate of such person or entity and (ii) "Control" means (i) the
ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of an entity and (ii) the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of an entity, whether through the ability to
exercise voting power, by contract or otherwise. "Controlled by," "Controlling" and "under
common Control with" shall have the respective correlative meaning thereto.
10.4.2 Purchaser shall give Seller at least ten (10) days prior written notice of any
proposed assignment of this Agreement. Such notice shall identify the proposed assignee or
transferee.
10.5 Notices. Any notice pursuant to this Agreement shall be given in writing by
(i) personal delivery, (ii) reputable overnight delivery service for next business day delivery with
proof of delivery, or (iii) by electronic mail, and shall be deemed to have been given either at the
time of personal delivery, or, in the case of overnight delivery service, the next business day, or,
in the case of electronic mail, as of the earlier date of the date the e-mail is acknowledged by Seller
or Purchaser, as the case may be, or their respective counsel by reply e-mail (which such
confirmation shall not be unreasonably withheld or delayed). Notices given by counsel to
Purchaser shall be deemed given by Purchaser and notices given by counsel to Seller shall be
deemed given by Seller. Unless changed in accordance with this Section 10.5, the addresses for
notices given pursuant to this Agreement shall be as follows:
If to Seller:
HDDA - Mount Prospect, LLC
c/o HDDA, LLC
One Ravinia Drive, Suite 900
Atlanta, GA 30346
Attn: Taylor Wolters
Email: Ta lo�dda.com
with a copy to:
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SRG Law Firm PLLC
641 Lexington Avenue, 14th Floor
New York, New York 10022
Attention: Steven R. Goldberg, Esq.
Email: s. gold ber r�)5 gpllc.com
If to Purchaser:
REIT 200 LLC
c/o Nexgen Hotels
550 E Devon Ave Suite 110
Itasca, IL 60143
Attention: Chris Patel
Email: chrisp@nexgenhotels.com
with a copy to:
Parikh Law Group, LLC
150 S. Wacker Dr.
Ste. 2400
Chicago, IL 6060
Attention: Ronak Desai
Email: ronak@plgfirm.com
Any party listed in this Section 10.5 may, by written notice to the other party, designate a different
address for notice.
10.6 Modifications. This Agreement cannot be changed orally, and no executory
agreement shall be effective to waive, change, modify or discharge it in whole or in part unless
such executory agreement is in writing and is signed by Seller and Purchaser.
10.7 Calculation of Time Periods. 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 legal holiday under the laws of the State in which the Property is
located, in which event the period shall run until the end of the next day which is neither a Saturday,
Sunday or legal holiday. The final day of any such period shall be deemed to end at 6 p.m., Eastern
time.
10.8 Successors and Assigns. The terms and provisions of this Agreement are to apply
to and bind the permitted successors and assigns of the parties hereto.
10.9 Entire Agreement. This Agreement, including the Exhibits, contains the entire
agreement between the parties pertaining to the subject matter hereof and fully supersedes all prior
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written or oral agreements and understandings between the parties pertaining to such subject
matter.
10.10 Counterparts. This Agreement may be executed in counterparts, and all such
executed counterparts shall constitute the same agreement. It shall be necessary to account for
only one such counterpart in proving this Agreement. Email and/or digitally transmitted signatures
(via pdf or DocuSign) shall be sufficient to bind the parties and shall in all respects be treated in
court proceedings or otherwise as the legal equivalent of an original signature.
10.11 Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall
nonetheless remain in full force and effect.
10.12 Applicable Law. This Agreement is performable in the State of Illinois and shall
in all respects be governed by, and construed in accordance with, the substantive federal laws of
the United States and the laws of such state. Purchaser and Seller agree that the provisions of this
Section shall survive the Closing of the transaction contemplated by this Agreement.
10.13 No Third Party Beneficiary. The provisions of this Agreement and of the
documents to be executed and delivered at Closing are and will be for the benefit of Seller and
Purchaser only and are not for the benefit of any third party, and accordingly, no third party shall
have the right to enforce the provisions of this Agreement or of the documents to be executed and
delivered at Closing, except in each case as may otherwise be expressly provided in this Agreement
or any such document.
10.14 Exhibits. The following exhibits attached hereto shall be deemed to be an integral
part of this Agreement:
Exhibit A -
Legal Description of the Land
Exhibit B -
Form of Deed
Exhibit C -
Omnibus Assignment
Exhibit D -
Bill of Sale
Exhibit E - Proforma
10.15 Captions. The section headings appearing in this Agreement are for convenience
of reference only and are not intended, to any extent and for any purpose, to limit or define the text
of any section or any subsection hereof.
10.16 Attorneys' Fees. In the event of litigation between the parties in connection with
this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and
costs from the non -prevailing party. The obligation in the immediately preceding sentence shall
survive any termination of this Agreement or the Closing as a surviving obligation.
10.17 Termination of Agreement. It is understood and agreed that if either Purchaser or
Seller terminates this Agreement pursuant to a right of termination granted hereunder, such
termination shall operate to relieve Seller and Purchaser from all obligations under this Agreement,
except for such obligations as are specifically stated herein to survive the termination of this
Agreement.
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10.18 Time is of the Essence. Time is of the essence in this Agreement.
10.19 No Recordation. Neither this Agreement nor any memorandum of the terms hereof
shall be recorded or otherwise placed of public record, and any breach of this covenant shall entitle
the party not placing same of record to pursue its rights and remedies under Article VI.
10.20 Entire Property. Notwithstanding any provision of this Agreement, no provision
allowing Purchaser to elect to terminate this Agreement shall allow Purchaser to terminate this
Agreement with respect to less than all of the Property.
10.21 Indemnification. Purchaser shall defend, indemnify and hold harmless Seller, and
its agents, employees and contractors, and the Property, from and against any and all actual out of
pocket loss, cost, damage, liability, settlement, cause of action or expense (including, without
limitation, reasonable attorneys' fees and costs) arising from or relating to any diligence activities
conducted by Purchaser or its employees, affiliates, contractors, consultants or representatives.
Purchaser shall carry and shall cause any consultants retained by Purchaser to carry policies of
commercial general liability insurance in an amount not less than $2,000,000 combined single
limit per occurrence for bodily injury, death and property damage liability and upon request of
Seller provide evidence of such insurance to Seller, naming Seller as an additional insured.
Purchaser shall promptly repair and restore any damage to the Property attributable to the conduct
of any diligence activities, or Purchaser's presence or activity on the Property and shall promptly
return the Property to substantially the same condition as existed prior to the conduct of the
diligence activities. No physical diligence activities shall be conducted without Seller's prior
written approval as to the time and manner of such activities. At Seller's sole option, any such
activities shall be performed in the presence of a representative of Seller. Anything in this
Agreement to the contrary notwithstanding, the indemnity, defense and hold harmless obligations
of Purchaser under this Section 10.21 shall survive Closing and any termination of this Agreement.
Notwithstanding anything in this Agreement to the contrary, Seller shall have no obligation to
make any repairs or improvements to the Property.
10.22 Bulk Sales. At or before the Closing, Seller shall have delivered to Purchaser: (i)
either (A) a letter from the Illinois Department of Revenue ("IDOR") releasing Purchaser from its
obligation under 35 ILCS 5/902(d) (the "Act") to withhold any amount of the Purchase Price from
Seller (the `Bulk Sales Release"), or (B) a "Bulk Sales Stop Order" issued by IDOR under the Act,
directing that certain amounts be withheld from the amount due Seller at the Closing; and (ii) any
equivalent bulk sale clearance documentation in connection with any comparable Cook County or
City of Chicago bulk sales laws, if applicable to Seller and this transaction; or at Seller's election,
an indemnification agreement, in form and substance reasonably acceptable to Seller and
Purchaser, in which Seller indemnifies Purchaser for any liability under the foregoing bulk sales
laws in connection with the sale of the Property by Seller to Purchaser. For the sake of clarity, any
bulk sale clearance documentation obtained in connection with any Cook County or City of
Chicago bulk sales laws may, in lieu of a clearance letter, consist of (a) written confirmation from
the applicable governmental department confirming that the bulk sale law does not apply, or (b)
notification from Seller that it has submitted the applicable forms and has not received any
response within any required statutory response period. If Seller delivers a Bulk Sales Stop Order
and doesn't subsequently deliver a Bulk Sales Release before the Closing, then at the Closing, the
amount specified in the Bulk Sales Stop Order shall be held back from the amount due to Seller at
the Closing and deposited with the Escrow Agent, and held and/or otherwise applied as directed
by the Bulk Sales Stop Order (or otherwise by IDOR). If Seller delivers a Bulk Sales Stop Order
or Bulk Sales Release or comparable documentation from Cook County or the City of Chicago
addressed to the original Purchaser, such Bulk Sales Stop Order, Bulk Sales Release or comparable
documentation shall satisfy the Seller's obligation set forth in this Section notwithstanding any
assignment of this Agreement by Purchaser pursuant to Section 10.4.
[SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
Effective Date.
SELLER:
HDDA - MOUNT PROSPECT, LLC, an Illinois
limited liability company
By: w2r
Name: Michael Lipson
Title: Authorized Signatory
PURCHASER:
REIT 200 LLC,
an Illinois limited 'ability company
By:
Name: Hardik Patel
Title: Member
The undersigned hereby
acknowledges and consents
to the provisions of Section 1.6:
TOWER ABSTRACT SERVICES, LLC,
as Escrow Agent
By:
Name:
Title:
FYNTRTT A
Legal Description of the Land
REAL PROPERTY IN THE CITY OF MOUNT PROSPECT, COUNTY OF COOK, STATE OF
ILLINOIS, DESCRIBED AS FOLLOWS:
PARCEL I:
THE WEST 210 FEET OF THE EAST 490 FEET OF THE NORTH 300 FEET OF THE
NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 34, TOWNSHIP 42 NORTH,
RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 2:
THAT PART LYING NORTH OF RAND ROAD OF THE WEST 210 FEET OF THE EAST 490
FEET OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 34, TOWNSHIP
42 NORTH, RANGE I EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE
NORTH 300 FEET), IN COOK COUNTY, ILLINOIS.
Pennanent Index Number: 03-34-200-061-0000 / 03-34-200-062-0000
Commonly known as: 200 East Rand Road, Mount Prospect, Illinois 60056
EXH. A-1
RXATRTT R
Form of Deed
THIS INSTRUMENT WAS DRAFTED
BY:
[ ]
ATTN: [ ], ESQ.
AFTER RECORDING RETURN TO:
[ ]
ATTN: f
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED, made as of the [] day of , 2025 by
HDDA — Mount Prospect, LLC, an Illinois limited liability company, having an address of c/o
HDDA, LLC, One Ravinia Drive, Suite 900, Atlanta, GA 30346, Attn: Taylor Wolters (the
"Grantor"), to and in favor of [ ], a [ ], having an address of
[ ] (the "Grantee")
WITNESSETH, that the Grantor, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration in hand paid by the Grantee, the receipt
whereof is hereby acknowledged, and pursuant to the power and authority vested in Grantor, by
these presents does GRANT, BARGAIN, SELL AND CONVEY unto the Grantee and to its
successors and assigns, FOREVER, all the following described real estate, situated in the City of
Mount Prospect, County of Cook, State of Illinois known and described in as follows:
See EXHIBIT A attached hereto and made a part hereof
Together with all and singular the buildings and improvements erected on the land and all
the estate, right, title, interest, property, claim and demand whatsoever of Grantor of, in, and to all
ways, streets, alleys, driveways, passages, waters, water courses, rights, liberties, privileges,
hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the
reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the
estate, right, title, interest, claim or demand whatsoever, of the Grantor, either in law or equity, of,
in and to the above described premises, with the hereditaments and appurtenances: TO HAVE
AND TO HOLD the said premises as above described, with the appurtenances, unto the Grantee,
its successors and assigns forever.
EXH. A-1
And the Grantor, for itself, and its successors, does covenant, promise and agree, to and
with the Grantee, its successors and assigns, that it has not done or suffered to be done, anything
whereby the said premises hereby granted are, or may be, in any manner encumbered or charged,
except as herein recited; and that it WILL WARRANT AND DEFEND the said premises against
all persons lawfully claiming, or to claim the same, by, through or under Grantor, subject to the
matters set forth on EXHIBIT B attached hereto and made a part hereof.
[Signature(s) and Notarial Jurat(s) on following page(s)]
EXH. A-2
IN WITNESS WHEREOF, Grantor has executed this Deed as of the day and year first
above written.
STATE OF
ss
COUNTY OF
GRANTOR:
HDDA — MOUNT PROSPECT, LLC, an Illinois
limited liability company
By:_
Name:
Title:
I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO
HEREBY CERTIFY, that , personally known to me to be the
of HDDA — MOUNT PROSPECT, LLC, an Illinois limited liability company,
and personally known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that in such capacity, he
signed and delivered the said instrument pursuant to authority duly given, as his free and voluntary
act, and as the free and voluntary act and deed of said company, for the uses and purposes therein
set forth.
My commission expires:
Address for Real Estate Tax Notices:
EXH. A-3
EXHIBIT A
REAL PROPERTY IN THE CITY OF MOUNT PROSPECT, COUNTY OF COOK, STATE OF
ILLINOIS, DESCRIBED AS FOLLOWS:
PARCEL I:
THE WEST 210 FEET OF THE EAST 490 FEET OF THE NORTH 300 FEET OF THE
NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 34, TOWNSHIP 42 NORTH,
RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 2:
THAT PART LYING NORTH OF RAND ROAD OF THE WEST 210 FEET OF THE EAST 490
FEET OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 34, TOWNSHIP
42 NORTH, RANGE I EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE
NORTH 300 FEET), IN COOK COUNTY, ILLINOIS.
Permanent Index Number: 03-34-200-061-0000 / 03-34-200-062-0000
Commonly known as: 200 East Rand Road, Mount Prospect, Illinois 60056
EXHIBIT B
Permitted Exceptions
[NOTE TO INCLUDE THE ITEMS IN SCHEDULE B-II OF THE PROFORMA]
EXHIBIT C
Form of Omnibus Assignment
OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"),
made and entered into this day of , 2025, HDDA — MOUNT PROSPECT, LLC,
an Illinois limited liability company, having an address c/o HDDA, LLC, One Ravinia Drive, Suite
900, Atlanta, GA 30346, Attn: Taylor Wolters (the "Assignor"), and [ ], a [ ],
having an address (the "Assignee").
WITNESSETH:
Assignor for Ten Dollars (S 10.00), and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, hereby assigns to Assignee all of Assignor's
right, title and interest in, to and under (A) all consents, variances, waivers, licenses, and permits,
registrations, notifications, reliance letters, estoppels, certificates, authorizations and other
approvals and all applications for any of the foregoing and (B) warranties, indemnities and
guarantees that Assignor has received in connection with any work or services performed with
respect to, or equipment installed in, the improvements, if any, in each case only to the extent both
assignable and relating to the property located at and known as 200 East Rand Road, Mount
Prospect, Illinois 60056 (the "Premises") (collectively, the "Property Matters");
TO HAVE AND TO HOLD unto Assignee and its successors and assigns to its and their
own use and benefit forever.
Assignee hereby expressly assumes the obligations of Assignor in respect of the Property
Matters accruing from and after the date hereof.
This Agreement is made by Assignor without recourse and without any expressed or
implied representation or warranty whatsoever.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
To facilitate execution, this Agreement may be executed in multiple counterparts
(including electronically mailed PDFs), each of which shall be deemed an original and all of which,
taken together, shall constitute one and the same instrument.
EXH. C-1
IN WITNESS WHEREOF, Assignor and Assignee have executed this Omnibus
Assignment and Assumption Agreement as of the date first above written.
ASSIGNOR:
HDDA — MOUNT PROSPECT LLC, an Illinois
limited liability company
By:
Name:
Title:
ASSIGNEE:
f ],
a [ ] limited liability company
By:
Name:
Title:
F,XHTBTT D
Form of Bill of Sale
BILL OF SALE
HDDA — MOUNT PROSPECT, LLC, an Illinois limited liability company,
having an address c/o HDDA, LLC, One Ravinia Drive, Suite 900, Atlanta, GA 30346, Attn:
Taylor Wolters ("Seller"), in consideration of Ten Dollars ($10.00) and other good and valuable
consideration paid to Seller by [ ], a [ ], having an office at
[ ], Attention: [ ] ("Purchaser"), the receipt and sufficiency of which are
hereby acknowledged, hereby sells, conveys, assigns, transfers, delivers and sets over to Purchaser
all fixtures, furniture, furnishings, equipment, machinery, inventory, appliances and other articles
of tangible personal property owned by Seller and which are located at and used or usable in
connection with the real property located at 200 East Rand Road, Mount Prospect, Illinois 60056.
TO HAVE AND TO HOLD unto Purchaser and its successors and assigns to its
and their own use and benefit forever.
This Bill of Sale is made by Seller without recourse and without any expressed or
implied representation or warranty whatsoever.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as of
this day of , 2025.
HDDA — MOUNT PROSPECT, LLC, an Illinois
limited liability company
By:
Name:
Title:
EXH. D-1
EXHIBIT E
PROFORMA
(See attached)
EXH. E-1
This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on
behalf of the proposed insured. It does not reflect the present state of the Title and no party is entitled to
rely on any statement herein as a representation by the Company as to the state of Title to the property. It
is not a commitment to insure the Title or issue any of the attached endorsements nor does it evidence
the willingness of the Company to provide any coverage shown herein. Any such commitment must be
an express written undertaking on appropriate forms of the Company. Additional matters may be added
or other amendments may be made to this pro forma policy. The Company shall have no liability
because of such additions or amendments
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
STEWART TITLE GUARANTY COMPANY
File No.: 5246014-S-IL-MP-TA
Policy No.: PROFORMA
Transaction Identification Data, for which the Company assumes no liability as set forth in Condition 9.d.:
Issuing Agent: Kensington Vanguard National Land Services, LLC
Issuing Office: 41 Madison Avenue, 21st Floor, New York, NY 10010
Issuing Office's ALTA® Registry ID:
Issuing Office File No.: 5246014-S-IL-MP-TA
Property Address: 200 East Rand Road, Mount Prospect, IL 60056
SCHEDULE A
Name and Address of Title Insurance Company: STEWART TITLE GUARANTY COMPANY
1360 Post Oak Blvd., Suite 100
Houston, TX 77056
Policy No.: PRO FORMA
Amount of Insurance: PRO FORMA
Date of Policy: PRO FORMA
1. The Insured is:
REIT 200 LLC, an Illinois limited liability company
2. The estate or interest in the Land insured by this policy is:
Fee Simple
3. The Title is vested in:
REIT 200 LLC, an Illinois limited liability company
4. The Land is described as follows:
Copyright 2021 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association.
ALTA Owner's Policy (07-01-2021)
Schedule A
AMERICAN
IAND IIIH
Avstx IAi ]ON
It
5246014-S-IL-MP-TA
SCHEDULE A
(Continued)
SEE SCHEDULE C ATTACHED HERETO
Date: PRO FORMA
Kensington Vanguard National Land Services, LLC
By: PRO FORMA
Authorized Officer or Agent
Copyright 2021 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association.
ALTA Owner's Policy (07-01-2021)
Schedule A
AMERICAN
IAND IIIH
Avstx IAi ]ON
It
5246014-S-IL-MP-TA
This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on
behalf of the proposed insured. It does not reflect the present state of the Title and no party is entitled to
rely on any statement herein as a representation by the Company as to the state of Title to the property. It
is not a commitment to insure the Title or issue any of the attached endorsements nor does it evidence
the willingness of the Company to provide any coverage shown herein. Any such commitment must be
an express written undertaking on appropriate forms of the Company. Additional matters may be added
or other amendments may be made to this pro forma policy. The Company shall have no liability
because of such additions or amendments
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
STEWART TITLE GUARANTY COMPANY
File No.: 5246014-S-IL-MP-TA
Policy No.: PRO FORMA
SCHEDULE B
EXCEPTIONS FROM COVERAGE
Policy No.: PROFORMA
Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law.
This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each
Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the
remaining provisions of the document are excepted from coverage.
This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or
expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the
following matters:
Intentionally Deleted.
2. Intentionally Deleted.
3. Any encroachment, encumbrance, violation, variation, or ad\terse circumstance affecting the title that would
be disclosed by an accurate and complete land survey of the land.
4. Easements, or claims of easements, not shown by the public records.
5. Intentionally Deleted.
6. Taxes or special assessments which are not shown as existing liens by the public records.
Copyright 2021 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association.
ALTA Owner's Policy (07-01-2021)
Schedule B
AMERICAN
IAND IIIH
Avstx IAi ]ON
It
5246014-S-IL-MP-TA
SCHEDULE B
(Continued)
7. We should be furnished a properly executed ALTA statement and, unless the land insured is a
condominium unit, a survey if available. Matters disclosed by the above documentation will be shown
specifically.
8. Intentionally Deleted.
9. Intentionally Deleted.
10. Intentionally Deleted.
11. Intentionally Deleted.
12. Intentionally Deleted.
13. Intentionally Deleted.
14. Intentionally Deleted.
15. Existing unrecorded leases and all rights thereunder of the lessees and of any person or party claiming by,
through or under the lessees.
16. Grant dated November 1,1937 and recorded September 10, 1941 in Document Number 12753770 of
easement in favor of the County of Cook for constructing and laying tile and Storm Water and other drains
on a part of the land and other property, together with the privilege of entering said land for the purpose of
repairing said tile or drains.
17. Continuing sewage disposal facilities adequate for gulf oil corporation's needs and an easement for gulf oil
corporation's construction, installation, maintenance, repair and use of a connecting underground sewer line
from the land to the sanitary sewer line now installed, or to be installed by Jemo Industries, Inc., on its
adjacent land, as contained in trustee's deed recorded October 26, 1966 in Document Number 19978694,
the East-West course of said easement being of 6 foot width and the Northwest course a minimum 4 feet 9
inches in width, following a center line as follows:
Commencing at the intersection of the East line of the Northwest 1/4 of the Northeast 1/4 of Section 34,
Township 42 North, Range 11 East of the Third Principal Meridian with the North line of the Northeast 1/4 of
said section; thence North 89°52'15" West along said North section line a distance of 340 feet to a point;
thence South and parallel with said East section line a distance of 121 feet to the point of beginning; thence
South 89' 52'15" East and parallel with said North section line a distance of 57 feet and 7.5 inches to the
end of said 6 foot wide easement area and the beginning point of the center line of said 4 foot 9 inch wide
easement area, thence south and parallel with said East section line a distance of 80 feet more or less to
the Sanitary Sewer line now installed, or to be installed by Jemo Industries, Inc.
Copyright 2021 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association.
ALTA Owner's Policy (07-01-2021)
Schedule B
AMERICAN
IAND IIIH
Avstx IAi ]ON
It
5246014-S-IL-MP-TA
SCHEDULE B
(Continued)
18. Easements as reserved and created by instrument dated July 21, 1967 and recorded October 10, 1967 in
Document Number 20286209, made by Jemo Industries, a corporation of Illinois, to MT. Prospect Motor
Hotels, Inc., a corporation of Illinois, and Farmer Cooper's, Inc., a Delaware corporation, for Sanitary Sewer
across and under the East 10 feet and over 6 feet and 4.9 inches, as shown on plat attached to said
instrument.
19. Easement for sewage disposal facilities, as contained in the trust deed recorded in Document Number
19922009, from American National Bank and Trust Company, as trustee, in favor of Gulf Oil Corporation over
a portion of the land to the Sanitary Sewer line now installed, or to be installed by Jemo Industries, Inc., as
set forth therein.
20. Grant dated February 18, 1946 and recorded February 21,1946 in Document Number 13725237 by William
H. Pohlman and Carolyn (or Carolina) Pohlman, his wife, to Public Service Company of Northern Illinois, a
corporation of Illinois, affecting the land and other property for the right to lay, maintain and operate an 18
inch gas main and necessary appurtenances in, upon, under and above the Northeast side of the public
highway known as Rand Road, which extends along the Southwest side of the land other property.
21. Easement giving the right to lay gas mains along the Northeast side of the public highway known as Rand
Road, as contained in grant by William Pohlman and others, dated February 18, 1946 and recorded
February 21, 1946 in Document Number 13725237, to Public Service Company of Northern Illinois.
22. Easement and associated rights granted to Comcast of Illinois XI, LLC. by MP real estate investments, LLC
in an instrument dated October 28, 2010 and recorded February 08, 2011 in Document Number
1103910112.
Copyright 2021 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and
ALTA members in good standing as of the date of use. All other uses are prohibited.
Reprinted under license from the American Land Title Association.
ALTA Owner's Policy (07-01-2021)
Schedule B
AMERICAN
IAND IIIH
Avstx IAi ]ON
It
5246014-S-IL-MP-TA
This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on
behalf of the proposed insured. It does not reflect the present state of the Title and no party is entitled to
rely on any statement herein as a representation by the Company as to the state of Title to the property. It
is not a commitment to insure the Title or issue any of the attached endorsements nor does it evidence
the willingness of the Company to provide any coverage shown herein. Any such commitment must be
an express written undertaking on appropriate forms of the Company. Additional matters may be added
or other amendments may be made to this pro forma policy. The Company shall have no liability
because of such additions or amendments
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
STEWART TITLE GUARANTY COMPANY
File No.: 5246014-S-IL-MP-TA
SCHEDULE C
The Land is described as follows:
Parcel 1:
Policy No.: PROFORMA
The West 210 feet of the East 490 feet of the North 300 feet of the Northwest 1/4 of the Northeast 1/4 of Section 34,
Township 42 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois.
Parcel 2:
That part lying North of Rand Road of the West 210 feet of the East 490 feet of the Northwest 1/4 of the Northeast
1/4 of Section 34, Township 42 North, Range 11 East of the third Principal Meridian, (except the North 300 feet), in
Cook County, Illinois.
ALTA Owner's Policy (07-01-2021) 5246014-S-IL-MPTA
Schedule C