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HomeMy WebLinkAbout8.2 A RESOLUTION APPROVING (1) A PROPERTY PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND ST. MARK LUTHERAN CHURCH AND (2) A POST-CLOSING PARKING USE AGREEMENTAll Item Cover Page Subject A RESOLUTION APPROVING (1) A PROPERTY PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND ST. MARK LUTHERAN CHURCH AND (2) A POST - CLOSING PARKING USE AGREEMENT Meeting Fiscal Impact (Y/N) Dollar Amount Budget Source Category Type Information December 2, 2025 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD y $15450,000 NEW BUSINESS Action Item The Village Board is asked to consider approval of a contract with St. Mark Lutheran Church for the purchase of 205 / 209 S. Wille Street and a related Parking Agreement governing temporary continuation of thirty parking stalls for public and Church use. Discussion St. Mark Lutheran Church approached the Village regarding the potential sale of the properties east of its sanctuary building. The site consists of two parcels totaling approximately one acre, currently used as a parking lot, gymnasium, and parsonage. The Village's acquisition creates long-term opportunities for public parking distribution, site consolidation, and future redevelopment initiatives. The parking agreement ensures operational continuity for St. Mark until equivalent public parking can be provided within a 500-foot radius. Village staff has reviewed the parking agreement, parking replacement strategy, and operational responsibilities. The arrangement is structured to be temporary, flexible, and non- exclusive, and to ensure that the Village retains full discretion over long-term use of the acquired site. Financial Impact Cost of Acquisition: $1,450,000 Fund Source: General Fund No additional capital outlay is required for the temporary parking arrangement. Future parking creation will occur through planned resurfacing and street reconfiguration efforts and with the redevelopment of the acquired site. Alternatives 1. Approve a resolution approving (1) a Property Purchase and Sale Agreement between the Village of Mount Prospect and St. Mark Lutheran Church and (2) aPost-Closing Parking Use Agreement. 2. Action at the discretion of the Board. Staff Recommendation Staff recommends approval of a resolution approving a Property Purchase and Sale Agreement between the Village of Mount Prospect and St. Mark Lutheran Church and a Post -Closing Parking Use Agreement. Attachments 1. RESOLUTION 2. Post Closing Agreement - Parking Use 3. Purchase and Sale Agreement RESOLUTION NO. - 25 A RESOLUTION APPROVING (1) A PROPERTY PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND ST. MARK LUTHERAN CHURCH AND (2) A POST - CLOSING PARKING USE AGREEMENT WHEREAS, the Village of Mount Prospect, Illinois ("Village") is a home rule unit of local government pursuant to Article VII, Section 6 of the Illinois Constitution and is authorized to acquire real property and enter into related agreements; and WHEREAS, the Village Board of Trustees has determined that it is necessary and desirable to purchase the real property commonly known as 205 and 209 S. Witte Street, Mount Prospect, Illinois, identified by Property Index Numbers 08-12-119-005-0000 and 08-12-119-028-0000 (the "Subject Property"), as legally described in Exhibit A, attached hereto and incorporated herein; and WHEREAS, the Village and St. Mark Lutheran Church (the "Seller") have negotiated a Property Purchase and Sale Agreement (the "Contract") for the acquisition of the Subject Property, a copy of which is attached hereto as Exhibit B and incorporated herein; and WHEREAS, in conjunction with the Contract, the Village and Seller have also negotiated a Post -Closing Parking Use Agreement (the "Parking Agreement") providing Seller with temporary post -closing parking rights subject to specified limitations and termination provisions, a copy of which is attached hereto as Exhibit C and incorporated herein; and WHEREAS, The Village and the Seller of the Subject Property have agreed to a purchase price of $1,450,000 for the Subject Property; and WHEREAS, the Village finds that the purchase of the Subject Property and the approval of the Parking Agreement are in the best interests of the Village and further its municipal planning, operational, and community development objectives. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, AS FOLLOWS: SECTION ONE: The foregoing recitals are hereby adopted as the findings of the Mayor and Board of Trustees and incorporated herein as if fully set forth. SECTION TWO: The Village hereby approves the acquisition of the Subject Property described in ExhibitAand approves the Property Purchase and Sale Agreement attached as Exhibit B and the Post -Closing Parking Use Agreement attached as Exhibit C, in substantially the forms presented. SECTION THREE: The Village President, Village Clerk, and Village Manager, or their designees, are hereby authorized and directed to sign and execute the Contract and the Parking Agreement on behalf of the Village, with such non -material amendments as may be approved by the Village Manager, provided that no amendment materially alters the Village's rights or obligations without further Board approval. SECTION FOUR: The Village President, Village Clerk, and Village Manager, or their designees, are further authorized and directed to take all actions and execute all documents necessary to consummate the purchase of the Subject Property and to implement the terms of the Contract and the Parking Agreement. SECTION FIVE: This Resolution shall be in full force and effect immediately upon its adoption. ADOPTED this 2nd day of December, 2025, pursuant to a roll call vote as follows: AYES: NAYS: ABSENT: APPROVED this 2nd day of December, 2025, by the Village President of the Village of Mount Prospect, and attested by the Village Clerk, on the same day. Mayor Paul Wm. Hoefert ATTEST: Karen Agoranos, Village Clerk EXHIBIT A Legal Description of the Subject Property LOT 9 (9) IN BLOCK FOUR (4) IN MEIER'S ADDITION TO MOUNT PROSPECT IN THE NORTHWEST QUARTER (1/4) OF SECTION 12, TOWN 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. m LOT A IN ST. MARK LUTHERAN CHURCH RESUBDIVISION OF LOTS 6 AND 7 IN BUSSE'S RESUBDIVISION OF LOTS 1 TO 6 INCLUSIVE OF BLOCK 4; ALSO OF LOTS 2 AND 3 IN BLOCK 5, ALL OF BLOCK 6; LOTS 13 TO 24 INCLUSIVE IN LOOCK 7; LOTS 17 TO 30 IN BLOCK 8, ALL IN MEIER'S ADDITION TO MOUNT PROSPECT, BEING A SUBDIVISION IN THE NORTHWEST'/a OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. Property Address: 205 / 209 South Witte Street, Mount Prospect, Illinois Permanent Index Number(s): 08-12-119-005-0000 and 08-12-119-028-0000 EXHIBIT B PROPERTY PURCHASE AND SALES CONTRACT (ST. MARK LUTHERAN CHURCH - 205/209 S. WILLE STREET, MOUNT PROSPECT, ILLINOIS) (attached) EXHIBIT C POST CLOSING AGREEMENT- PARKING USE (attached) Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 1 of 13 PROPERTY PURCHASE AND SALES CONTRACT (ST. MARK LUTHERAN CHURCH — 205/209 S. WILLE STREET, MOUNT PROSPECT, ILLINOIS) THIS PROPERTY PURCHASE AND SALES CONTRACT ("Contract") is made as of the Effective Date (as defined in Section 25 below) between ST. MARK LUTHERAN CHURCH ("Seller"), an Illinois not - for -profit religious corporation (Seller's name shall be automatically updated to conform to the name specified in the Title Commitment, as defined in Section 6 below, once received, if different), and the VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporation ("Buyer"). Seller's name shall be automatically updated to the name indicated in the Title Commitment, as defined in Section 6 below, if different. AGREEMENT: 1. CONVEYANCE. The Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and conditions set forth in this Contract, the fee simple title to the parcel of land commonly known as 205/209 S. Wille Street, Mount Prospect, Illinois, PINS 08-12-119-005-0000 and 08-12- 119-028-0000, located in the County of Cook ("Property"), and all rights, privileges, tenements, hereditaments, easements and appurtenances to the Property owned by Seller, including, without limitation, all mineral rights, easements, rights -of -way and other appurtenances used or connected with the beneficial use or enjoyment of the parcel, and all easement rights and obligations of Seller, to the extent they relate to the Property, in and to all streets, alleys, roads, avenues and other rights -of -way adjacent to, abutting or serving the Property. The Property is legally described in Exhibit A attached hereto and made a part hereof. The legal description shall conform and shall be updated to conform to the legal description from the "Survey," as defined in Section 9 below. 2. PURCHASE PRICE AND EARNEST MONEY. A. The purchase price for the purchase of the Property by Buyer is ONE MILLION FOUR HUNDRED AND FIFTY THOUSAND AND NO1100 DOLLARS ($1,450,000.00) ("Purchase Price"). At the "Closing," as defined in Section 5 below, Buyer shall deposit, in good and available funds by wire transfer or cashier's check, the Purchase Price, plus or minus prorations as provided herein, on the terms and conditions set forth in Exhibit B attached hereto and made a part hereof. At the conclusion of the Closing, the Purchase Price, plus or minus any prorations, and plus or minus any applicable credits or debits as shown on the Settlement Statement executed by the Parties at Closing (the "Sale Proceeds"), shall be conveyed to the Circuit Court of Cook County pursuant to a court order to be entered in conformance with Section 3 below. There will be no earnest money deposit for this purchase. B. Within five (5) business days after receipt of a fully executed copy of this Contract, Buyer shall deposit FIFTY THOUSAND AND NO1100 DOLLARS ($50,000-00) ("Earnest Money Deposit") with the "Title Company," as defined in Section 3 below, pursuant to mutually acceptable strict joint order escrow instructions. The Earnest Money Deposit shall be applied to the Purchase Price at Closing. 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 2 of 13 3. CLOSING DATE. The closing ("Closing") of the contemplated purchase and sale of the Property shall take place through a deed and money escrow ("Escrow") on the date that is thirty (30) days following the end of the Due Diligence Period ("Closing Date") remotely through the Chicago Title Insurance Company ("Title Company"), or at such other time and place as mutually agreed to by the parties. The Parties shall pay the Closing costs, including but not limited to the costs of recording, the title policy, the Earnest Money Deposit escrow and the Escrow as customarily charged, except that Buyer shall pay the costs of the Survey, as set forth in Section 7 below. 4. AS -IS, WHERE -IS CONDITION. Except for Seller's express representations and warranties and as otherwise set forth herein, or as may otherwise be mutually agreed to between the Parties, Buyer agrees that it is purchasing and accepting the Property in its "AS -IS, WHERE -IS" condition, subject to all faults of every kind and nature whatsoever, whether latent or patent, where now or hereafter existing. By agreeing to purchase and accept the Property in "AS -IS, WHERE -IS" condition, the Buyer acknowledges and represents that it will inspect the Property during the Due Diligence Period as defined herein and make such due diligence investigations as it deems appropriate into the conditions affecting the Property, including, without limitation, the environmental condition of the Property. In so doing the Buyer represents that it has retained or will retain, at Buyer's sole cost and expense, such experts and agents to assist in such inspection and investigation as it has deemed or will deem appropriate. 5. ENVIRONMENTAL AND OTHER INSPECTIONS; BUYER'S OPTION TO TERMINATE CONTRACT. Within five (5) days of the Effective Date, the Seller shall deliver to Buyer any environmental reports or assessments of the Property in Seller's possession. Buyer, and its agents and contractors, shall have the right prior to the Closing Date to enter into the Property to conduct environmental or other inspections, soil tests, and/or surveys or other tests and/or inspections at Buyer's own cost and expense. Any such entry by Buyer and/or its agents and/or contractors shall be at the sole risk of Buyer and/or its agents and/or contractors, and in no case shall Seller be liable to Buyer and/or its agents and/or contractors for any damages, claims, or liabilities that arise from such entry. Buyer shall, relative to the Property, within ninety (90) days of the Effective Date (the "Due Diligence Period"), review the results of its own testing and investigations, title, relevant recorded documents, available surveys, site plans and environmental and/or other reports ad shall advise the Seller, within said ninety (90) day period, if Buyer wishes to proceed with the acquisition of the Property. The Buyer shall not be obligated to accept the Property, if in the Buyer's sole and exclusive judgment, for any reason whatsoever, the Buyer determines that the use or condition of the Property or any part thereof is not necessary or appropriate for the use intended by the Buyer, poses health, safety or environmental hazard, or if at any time prior to the Closing the Buyer otherwise becomes aware of the existence of any environmental condition which may be dangerous and/or unacceptable to the Buyer, or in violation of any environmental law or regulation. Pursuant to this Paragraph, if Buyer advises Seller on or prior to the end of the Due Diligence Period that the Buyer has determined not to accept the Property, this Contract shall become null and void with no further action by the Parties hereto, the Earnest Money shall be returned to Buyer, and the Parties shall have no further obligations to each other. 6. TITLE INSURANCE. Within fifteen (15) business days of the Effective Date, Seller shall obtain a title commitment issued by the Title Company, in the amount of the Purchase Price, with extended coverage over the standard exceptions 1 through 5 ("Title Commitment"), together with copies of all underlying title documents listed in the Title Commitment ("Underlying Title Documents"), subject only to those matters described in Exhibit B, attached hereto and made a part hereof ("Permitted Exceptions"). If the Title Commitment, Underlying Title Documents or the Survey (as hereinafter defined) disclose exceptions to title, which are not acceptable to Buyer ("Unpermitted Exceptions"), Buyer shall have ten (10) business 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 3 of 13 days from the later of the delivery of the Title Commitment, the Underlying Title Documents and the Survey to object to the Unpermitted Exceptions. Buyer shall provide Seller with an objection letter ("Buyer's Objection Letter") listing the Unpermitted Exceptions, which are not acceptable to Buyer. Seller shall have ten (10) business days from the date of receipt of the Buyer's Objection Letter ("Seller's Cure Period") to have the Unpermitted Exceptions removed from the Title Commitment or to cure such Unpermitted Exceptions or to have the Title Company commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, and the Closing shall be extended such additional time ("Extended Title Closing Date"), after Buyer's receipt of a proforma title policy ("Proforma Title Policy") reflecting the Title Company's commitment to insure the Unpermitted Exceptions. If Seller fails to have the Unpermitted Exceptions removed or, in the alternative, to obtain a Title Commitment insuring the Unpermitted Exceptions within the specified time, Buyer may elect to either (i) terminate this Contract and this Contract shall become null and void without further action of the parties, or (ii) upon notice to Seller within five (5) business days after Buyer's receipt of Seller's intention not to cure the Unpermitted Exceptions, take title as it then is with the right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount which are listed in the Title Commitment. All Unpermitted Exceptions, which the Title Company commits to insure, shall be included within the definition of Permitted Exceptions. The Proforma Title Policy shall be conclusive evidence of good title as shown therein as to all matters insured by the Title Company, subject only to the Permitted Exceptions. The Buyer shall pay the cost for any later date title commitments, and Buyer shall pay for the cost of the later date to its Proforma Title Policy. 7. SURVEY. Within twenty-one (21) days after the Effective Date, Buyer, at its option and sole cost and expense, shall obtain an ALTA/NSPS Plat of Survey ("Survey") prepared by a surveyor licensed by the State of Illinois and certified to the Buyer and Title Company. Title objections based on the Survey are addressed in Section 6 above. Upon approval of the Survey, the legal description in Exhibit A shall be automatically revised to be that of the legal description in the Survey and Title Commitment. At either party's request, any changes to the legal description shall be confirmed in writing and signed by both parties. 8. DEED. Seller shall convey fee simple title to the Property to Buyer, by recordable Warranty Deed ("Deed"), subject only to the Permitted Exceptions. Seller shall also execute and deliver, at Closing, any and all documents, in addition to the Deed, including an Affidavit of Title; Bill of Sale; Title Company documentation including, but not limited to, an ALTA Statement, GAP Undertaking, and such other documents reasonably requested either by the Buyer or the Title Company to consummate the transaction contemplated herein and to vest fee simple title to the Property in Buyer subject only to the Permitted Exceptions and the issuance of the Buyer's Title Company owners title insurance policy. Buyer shall be responsible for the recording fee of the Deed. 9. CLOSING DOCUMENTS. On the Closing Date, the obligations of the Buyer and Seller shall be as follows: A. Seller shall deliver or cause to be delivered to the Title Company: the original executed and properly notarized Deed, together with the Grantor/Grantee Statement and Plat Act Affidavit, if required; ii. the original executed and property notarized Affidavit of Title; iii. the original executed and property notarized Non -Foreign Affidavit; 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 4 of 13 iv. the original executed Bill of Sale; V. counterpart originals of Seller's Closing Statement; and vi. such other standard closing documents or other documentation as is required by applicable law or the Title Company to effectuate the transaction contemplated hereby, including, without limitation, ALTA statements and GAP Undertaking, such other documentation as is reasonably required by the Title Company to issue Buyer its owners title insurance policy in accordance with the Proforma Title Policy and in the amount of the Purchase Price insuring the fee simple title to the Property in the Buyer as of the Closing Date, subject only to the Permitted Exceptions. B. Buyer shall deliver or cause to be delivered to the Title Company: the balance of the Purchase Price, plus or minus prorations; ii. counterpart originals of Seller's Closing Statement; and ALTA Statement and such other standard closing documents or other documentation as is required by applicable law or the Title Company to effectuate the transaction contemplated herein. C. The parties shall jointly deposit fully executed State of Illinois Transfer Declarations and County Transfer Declarations. 10. POSSESSION. Possession of the Property shall be delivered to Buyer on the Closing Date, except for the following items that may be removed by the Seller before closing or with Buyer's cooperation during demolition after closing: Interior cabinets, Lion sculpture, Dated cornerstone, Time capsule, subject to the Permitted Exceptions and in the same condition as at the Effective Date of this Contract. This clause shall survive closing. 11. PRORATIONS. At Closing, the following adjustments and prorations shall be computed as of the Closing Date and the balance of the Purchase Price shall be adjusted to reflect such prorations. All prorations shall be based on a 365-day year, with the Seller having the day prior to the Closing Day. A. Real Estate Taxes. General real estate taxes for 2024, 2025 and subsequent years, if any, special assessments and all other public or governmental charges against the Property, if any, which are or may be payable on an annual basis (including charges, assessments, liens or encumbrances for sewer, water, drainage or other public improvements completed or commenced on or prior to the Closing Date), shall be adjusted and apportioned as of the Closing Date. If the exact amount of general real estate taxes is not known at Closing, the proration will be based on 105% of the most recent full year tax bill, and shall be conclusive, with no subsequent adjustment. B. Miscellaneous. All other charges and fees customarily prorated and adjusted in similar transactions shall be prorated as of Closing Date. In the event that accurate prorations and 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 5 of 13 other adjustments cannot be made at Closing because current bills or statements are not obtainable (as, for example, all water, sewer, gas and utility bills), the parties shall prorate on the best available information. Final readings and final billings for utilities shall be taken as of the date of Closing except for a water bill which may be taken up to two (2) days before the Closing Date. 12. CONVEYANCE TAXES. The parties acknowledge that, as Buyer is a governmental entity, this transaction is exempt from any State, County and Village real estate transfer tax pursuant to 35 ILCS 200/31-45(b) and the Village of Mount Prospect Village Code. Seller shall furnish completed Real Estate Transfer Declarations signed by Seller or Seller's agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois and the Village of Mount Prospect Village Code. 13. COVENANTS, REPRESENTATIONS AND WARRANTIES OF SELLER. The covenants, representations and warranties contained in this Section shall be deemed remade as of the Closing Date, shall survive the Closing, and shall be deemed to have been relied upon by the Buyer in consummating this transaction, notwithstanding any investigation the Buyer may have made with respect thereto, or any information developed by or made available to the Buyer prior to the Closing and consummation of this transaction. Seller covenants, represents and warrants to the Buyer as to the following matters, each of which is so warranted to be true and correct as of the Effective Date and also on the Closing Date: A. Title Matters. Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. B. Violations of Zoning and Other Laws. Seller has received no written notice from any governmental agency alleging any violations of any statute, ordinance, regulation or code. The Property as conveyed to Buyer shall include all rights of the Seller to the use of any off -site facilities, including, but not limited to, storm water detention facilities, necessary to ensure compliance with all zoning, building, health, fire, water use or similar statutes, laws, regulations and orders and any instrument in the nature of a declaration running with the Property. C. Pending and Threatened Litigation. To the best knowledge and belief of Seller, there are no pending or threatened matters of litigation, administrative action or examination, claim or demand whatsoever relating to the Property. D. Eminent Domain, etc. To the best knowledge and belief of Seller, there is no pending or contemplated eminent domain, condemnation or other governmental taking of the Property or any part thereof. E. Access to Property Utilities. To the best knowledge and belief of Seller, No fact or condition exists which would result in the termination or impairment of access to the Property or which could result in discontinuation of presently available or otherwise necessary sewer, water, electric, gas, telephone or other utilities or services. F. Assessments. To the best knowledge and belief of Seller, there are no public improvements in the nature of off -site improvements, or otherwise, which have been ordered to be made and/or which have not heretofore been assessed, and there are no special or general assessments pending against or affecting the Property. 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 6 of 13 G. Authority of Signatories; No Breach of Other Agreements; etc. The execution, delivery of and performance under this Contract by Seller is pursuant to authority validly and duly conferred upon Seller and the signatories hereto. The consummation of the transaction herein contemplated and the compliance by Seller with the terms of this Contract do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instruction by which Seller or the Property are bound; and will not and does not, to the best knowledge and belief of Seller, constitute a violation of any applicable law, rule, regulation, judgment, order or decree of, or agreement with, any governmental instrumentality or court, domestic or foreign, to which Seller or the Property are subject or bound. H. Executory Agreements. Seller is not a party to, and the Property is not subject to, any contract or agreement of any kind whatsoever, written or oral, formal or informal, with respect to the Property, other than this Contract. Buyer shall not, by reason of entering into or closing under this Contract, become subject to or bound by any agreement, contract, lease, license, invoice, bill, undertaking or understanding which Buyer shall not have expressly and specifically previously acknowledged and agreed in writing to accept. Seller warrants and represents that no written leases, licenses or occupancies exist in regard to the Property and, further, that no person, corporation, entity, tenant, licensee or occupant has an option or right of first refusal to purchase, lease or use the Property, or any portion thereof. I. Mechanic's Liens. All bills and invoices for labor and material of any kind relating to the Property have been paid in full, and there are no mechanic's liens or other claims outstanding or available to any party in connection with the Property. J. Governmental Obligations. To the best knowledge of Seller, there are no unperformed obligations relative to the Property outstanding to any governmental or quasi - governmental body or authority. K. Easements. Seller represents to the best of Seller's knowledge that the Property has no private easements or agreements that would hinder Seller from its intended use of the Property. L. Section 1445 Withholding. Seller represents that he/she/it/they is/are not a "foreign person" as defined in Section 1445 of the Internal Revenue Code and is/are, therefore, exempt from the withholding requirements of said Section. At Closing, Seller shall furnish Buyer with a Non - Foreign Affidavit as set forth in said Section 1445. M. Hazardous Materials. Seller has not, and has no knowledge of any other person who has, caused any release, threatened release, or disposal of any Hazardous Material (which shall mean each element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under environmental laws or the release of which is regulated under environmental laws) at the Property in any material quantity, and the Property is not adversely affected by any release, threatened release or disposal of a Hazardous Material originating or emanating from any other property. 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 7 of 13 Seller hereby indemnifies and holds Buyer harmless against all losses, damages, liabilities, costs, expenses (including reasonable attorneys' fees) and charges which Buyer may incur or to which Buyer may become subject as a direct or indirect consequence of such breach of the above representations or warranties made hereunder, including all incidental and consequential damages. These representations, warranties, and indemnities of Seller shall survive the closing. When used in this Section 13, the expression "to the best knowledge and belief of Seller," or words to that effect, is deemed to mean that Seller, after reasonable examination, investigation and inquiry of all documents and information in the possession of the Seller or its agents, is not aware of any thing, matter or the like that is contrary, negates, diminishes or vitiates that which such term precedes. 14. COVENANTS, REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that Buyer has the requisite power and authority to enter into and fully carry out this Contract and the purchase of the Property, including the execution of all instruments and documents delivered or to be delivered hereunder. SELLER ACKNOWLEDGES, HOWEVER, THAT BUYER IS A MUNICIPAL ENTITY AND THIS CONTRACT IS SUBJECT TO THE APPROVAL OF, AND IS NOT ENFORCEABLE UNLESS APPROVED AT AN OPEN MEETING BY, THE PRESIDENT AND BOARD OF TRUSTEES OF BUYER. 15. DEFAULT AND CONDITIONS PRECEDENT TO CLOSING. A. It is a condition precedent to Closing that: fee simple title to the Property is shown to be good and marketable, subject only to the Permitted Exceptions, as required hereunder and is accepted by Buyer; ii. the covenants, representations and warranties of Seller contained in Section 13 hereof and elsewhere in this Contract are true and accurate on the Closing Date or waived by Buyer in writing on the Closing Date; and Seller has performed under the Contract and otherwise has performed all of its covenants and obligations and fulfilled all of the conditions required of it under the Contract in order to Close on the Closing Date. iv. The Parties have entered into a Parking Rider, post -closing agreement, or other mutually acceptable agreement relative to Village maintenance of thirty (30) parking stalls on the Subject Property for the use and benefit of Seller and its congregation until such time as Buyer is able to provide new public parking stalls in an equivalent number within a 500-foot radius of the Property B. If, before the Closing Date, Buyer becomes aware of a breach of any of Seller's representations and warranties or of Seller failing to perform all of its covenants or otherwise failing to perform all of its obligations and fulfill all of the conditions required of Seller in order to Close on the Closing Date, Buyer may, at its option: 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 8 of 13 elect to enforce the terms hereof by action for specific performance; or ii. terminate this Contract; or iii. proceed to Closing notwithstanding such breach or nonperformance. In all events, Buyer's rights and remedies under this Contract shall always be non-exclusive and cumulative and the exercise of one remedy shall not be exclusive of or constitute the waiver of any other, including all rights and remedies available to it at law or in equity. C. In the event of a default by Buyer, Seller's sole and exclusive right and remedy shall be to terminate this Contract and thereupon to retain the Buyer's earnest money deposit as liquidated damages. C. Notwithstanding the foregoing, the parties agree that no default of or by either party shall be deemed to have occurred unless and until notice of any failure by the non -defaulting party has been sent to the defaulting party and the defaulting party has been given a period of five (5) business days from receipt of the notice to cure the default. In the event that a party has timely initiated the steps necessary to cure a default, but the nature of the cure requires additional time within which to do so, the cure period herein shall be extended by an additional five (5) business days. In all events, Buyer's rights and remedies under this Contract shall always be non-exclusive and cumulative and the exercise of one remedy shall not be exclusive of or constitute the waiver of any other, including all rights and remedies available to it at law or in equity. 16. BINDING EFFECT. This Contract shall inure to the benefit of and shall be binding upon the heirs, legatees, transferees, assigns, personal representatives, owners, agents, administrators, executors and/or successors in interest of any kind whatsoever of the parties hereto. 17. BROKERAGE. The Buyer represents that it has not retained a broker regarding the proposed transaction. The Seller represents that it has not retained a broker regarding the proposed transaction. Each party hereby defends, indemnifies and holds the other harmless against any and all claims of brokers, finders or the like, and against the claims of all third parties claiming any right to a commission or compensation by or through acts of that party or that party's partners, agents or affiliates in connection with this Contract. Each party's indemnity obligations shall include all damages, losses, costs, liabilities and expenses, including reasonable attorneys' fees, which may be incurred by the other in connection with all matters against which the other is being indemnified hereunder. This provision shall survive the Closing. 18. NOTICES. Any and all notices, demands, consents and approvals required under this Contract shall be sent and deemed received: (A) on the third business day after mailed by certified or registered mail, postage prepaid, return receipt requested, or (B) on the next business day after deposit with a nationally -recognized overnight delivery service (such as Federal Express) for guaranteed next business day delivery, or (C) by e-mail transmission on the day of transmission, with the original notice mailed by certified or registered mail, postage prepared, return receipt requested, or (D) by personal delivery, if addressed to the parties as follows: 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 9 of 13 To Seller: St. Mark Lutheran Church 200 S. Wille Street Mount Prospect, IL 60056 Attn: Eve Smith, President, Church Council Email: stmarkmp@stmarkmp.org With a copy to: Jonathan Vold, Atty 900 E. Northwest Highway Mount Prospect, IL 60056 Email: javold@aol.com To Buyer: Village of Mount Prospect 50 South Emerson St Mount Prospect, IL 60056 Attn: Michael Cassidy, Village Manager Phone: 847-392-6000 Email: MCassady@mountprospect.org With a copy to: Klein, Thorpe and Jenkins, Ltd. 900 Oakmont Lane, Suite 301 Westmont, IL 60559 Attn: Michael A. Marrs Phone 312-909-1391 Email: mamarrs@ktjlaw.com Any party hereto may change the name(s), address(es) and e-mail address(es) of the designee to whom notice shall be sent by giving written notice of such change to the other parties hereto in the same manner, as all other notices are required to be delivered hereunder. 19. RIGHT OF WAIVER. Both Buyer and Seller may, at any time and from time to time, waive each and any condition of the Closing, without waiver of any other condition or other prejudice of its rights hereunder. Such waiver by a party shall, unless otherwise herein provided, be in a writing signed by the waiving party and delivered to the other party. 20. DISCLOSURE OF INTERESTS. In accordance with Illinois law, 50 ILCS 105/3.1, prior to execution of this Contract by the Buyer, an owner, authorized trustee, corporate official or managing agent must submit a sworn affidavit to the Buyer disclosing the identity of every owner and beneficiary having any interest, real or personal, in the Property, and every shareholder entitled to receive more than 7�/2% of the total distributable income of any corporation having any real interest, real or personal, in the Property, or, alternatively, if a corporation's stock is publicly traded, a sworn affidavit by an officer of the corporation or its managing agent that there is no readily known individual having a greater than 7�/2% percent interest, real or personal, in the Property. The sworn affidavit shall be substantially similar to the one in Exhibit C attached hereto and made a part hereof. 21. ASSIGNMENT. Buyer shall have the right to assign or transfer Buyer's interest in this Contract with the prior written consent of Seller. Buyer shall deliver to Seller a copy of the fully executed assignment and assumption by Buyer, as assignor and the assignee. 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 10 of 13 22. MISCELLANEOUS. A. Buyer and Seller mutually agree that time is of the essence throughout the term of this Contract and every provision hereof in which time is an element. No extension of time for performance of any obligations or acts shall be deemed an extension of time for performance of any other obligations or acts. If any date for performance of any of the terms, conditions or provisions hereof shall fall on a Saturday, Sunday or legal holiday, then the time of such performance shall be extended to the next business day thereafter. B. This Contract provides for the purchase and sale of property located in the State of Illinois, and is to be performed within the State of Illinois. Accordingly, this Contract, and all questions of interpretation, construction and enforcement hereof, and all controversies hereunder, shall be governed by the applicable statutory and common law of the State of Illinois. The parties agree that, for the purpose of any litigation relative to this Contract and its enforcement, venue shall be in the Circuit Court of Cook County and the parties consent to the in personam jurisdiction of said Court for any such action or proceeding. C. The terms, provisions, warranties and covenants of Section 15 shall survive the Closing and delivery of the Deed and other instruments of conveyance. The provisions of Section 15 of this Contract shall not be merged therein, but shall remain binding upon and for the parties hereto until fully observed, kept or performed. D. The provisions of the Uniform Vendor and Buyer Risk Act of the State of Illinois shall be applicable to this Contract. E. Buyer and Seller hereby agree to make all disclosures and do all things necessary to comply with the applicable provisions of the Property Settlement Procedures Act of 1974. In the event that either party shall fail to make appropriate disclosures when asked, such failure shall be considered a breach on the part of said party. F. The parties warrant and represent that the execution, delivery of and performance under this Contract is pursuant to authority, validly and duly conferred upon the parties and the signatories hereto. G. The Section headings contained in this Contract are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several Sections hereof. H. Whenever used in this Contract, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. I. If the Seller is a Trust, this Contract is executed by the undersigned Trustee, not personally but as Trustee as aforesaid, in the exercise of the power and authority conferred upon and vested in it as such Trustee. Said Trustee hereby warrants that it possesses full power and authority to execute this Contract. It is expressly understood and agreed by and between the parties hereto, anything herein to the contrary notwithstanding, that each and all of the representations, covenants, undertakings, warranties and agreements herein made on the part of the Trustee while 2068065_1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 11 of 13 in form purporting to be the representations, covenants, undertakings, warranties and agreements of said Trustee are nevertheless each and every one of them made and intended not as personal representations, covenants, undertakings, warranties and agreements by the Trustee or for the purpose or with the intention of binding Trustee personally but are made and intended for the purpose of binding only the trust property, and this Contract is executed and delivered by said Trustee not in its own right, but solely in the exercise of the power conferred upon it as said Trustee; and that no personal liability or personal responsibility is assumed by or shall at any time be asserted or enforceable against said Trustee on account of this Contract or on account of any representations, covenants, undertakings, warranties or agreements of said Trustee in this Contract contained either express or implied, all such personal liability, if any, being expressly waived and released. In the event the Seller is a Trust as provided above, this Contract shall be signed by the Trustee and also by the person or entity holding the Power of Direction under the Trust. The person or entity signing this Contract is by his/her/their/its signature represents, warrants and covenants with Buyer that he/she/they/it has the authority to enter into this Contract and the obligations set forth herein. All references to the Seller's obligations, warranties and representations shall be interpreted to mean the Beneficiary or Beneficiaries of the Trust. J. In the event either party elects to file any action in order to enforce the terms of this Contract, or for a declaration of rights hereunder, the prevailing party, as determined by the court in such action, shall be entitled to recover all of its court costs and reasonable attorneys' fees as a result thereof from the losing party. K. If any of the provisions of this Contract, or the application thereof to any person or circumstance, shall be invalid or unenforceable to any extent, the remainder of the provisions of this Contract shall not be affected thereby, and every other provision of this Contract shall be valid and enforceable to the fullest extent permitted by law. L. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. 23. EFFECTIVE DATE. This Contract shall be deemed dated and become effective on the date that the authorized signatories of Buyer shall sign the Contract, which date shall be the date stated below the Buyer's signature. 24. CONTRACT MODIFICATION. This Contract and the Exhibits attached hereto and made a part hereof, or required hereby, embody the entire Contract between the parties hereto with respect to the Property and supersede any and all prior agreements and understandings, whether written or oral, and whether formal or informal. No extensions, changes, modifications or amendments to or of this Contract, of any kind whatsoever, shall be made or claimed by Seller or Buyer, and no notices of any extension, change, modification or amendment made or claimed by Seller or Buyer (except with respect to permitted unilateral waivers of conditions precedent by Buyer) shall have any force or effect whatsoever unless the same shall be endorsed in writing and fully signed by Seller and Buyer. 25. EXHIBITS. The following Exhibits are attached hereto and made a part hereof by reference: Exhibit A Legal Description of the Property 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 12 of 13 Exhibit B Permitted Exceptions Exhibit C Disclosure Affidavit [THIS SPACE INTENTIONALLY LEFT BLANK] 2068065_1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Page 13 of 13 IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date below their respective signatures. SELLER: ST. MARK LUTHERAN CHURCH, an Illinois not -for -profit religious corporation Signed by: 14l tt# (1A, By: 47oD3D8oAoE54cA... Name: Eve Smith Title: President, Church Council ATTEST: Signed by: N �K& By: 7AFDF1CB33BD4C9... Name: Nancy Snell Title: Vice President, Church Council Date Seller executed: 11 /21 /2025 BUYER: VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation By: Name: Title: Village Manager ATTEST: By: Name: Title: Date Buyer executed. 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Exhibit A LEGAL DESCRIPTION OF THE PROPERTY LOT 9 (9) IN BLOCK FOUR (4) IN MEIER'S ADDITION TO MOUNT PROSPECT IN THE NORTHWEST QUARTER (1/4) OF SECTION 12, TOWN 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOS. AND LOT A IN ST. MARK LUTHERAN CHURCH RESUBDIVISON OF LOTS 6 AND 7 IN BUSSE'S RESUBDIVISION OF LOTS 1 TO 6 INCLUSIVE IN BLOCK 4; ALSO OF LOTS 2 AND 3 IN BLOCK 5, ALL OF BLOCK 6; LOTS 13 TO 24 INCLUSIVE IN BLOCK 7; LOTS 17 TO 30 IN BLOCK 8, ALL IN MEIER'S ADDITION TO MOUNT PROSPECT, BEING A SUBDIVISION IN THE NORTHWEST �/4 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. Property Address: 205/209 South Wille Street, Mount Prospect, Illinois Permanent Index Number: 08-12-119-005-0000 and 08-12-119-028-0000 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Exhibit B PERMITTED EXCEPTIONS 1. 2024 and 2025 real estate taxes and subsequent years, not due and payable for the Property. 2. Covenants, Conditions and Restrictions of Record; and 3. Building lines and easements of record, if any 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F Exhibit C ALL SELLERS MUST SIGN AN AFFIDAVIT THAT IS SUBSTANTIALLY SIMILAR TO THE ONE BELOW State of Illinois ) )ss. County of ) DISCLOSURE AFFIDAVIT (hereinafter referred to as "Affiant") reside at in County, State of , being first duly sworn and having personal knowledge of the matters contained in this Affiant, swear to the following: 1. That I am over the age of eighteen and the (choose one) [ ] owner or [ ] authorized trustee or [ ] corporate official or [ ] managing agent or [ ] of the Real Estate (as defined herein). 2. That the Real Estate (as defined herein) being sold to the Buyer is commonly known as a part of and is located in the County of Cook, Village of Mount Prospect, State of Illinois (herein referred to as the "Real Estate"). The Real Estate has an Assessor's Permanent Index Number of (part 3. That I understand that, pursuant to 50 ILCS 105/3.1, prior to execution of a real estate purchase agreement between the record fee owner of the Real Estate and Buyer, Illinois State Law requires the owner, authorized trustee, corporate official or managing agent to submit a sworn affidavit to the Buyer disclosing the identity of every owner and beneficiary having any interest, real or personal, in the Real Estate, and every shareholder entitled to receive more than 71/2% of the total distributable income of any corporation having any interest, real or personal, in the Real Estate. 4. As the [ ] (choose one): owner or authorized trustee or corporate official or managing agent or of the Real Estate, I declare under oath that [ ] The owners or beneficiaries of the trust are: [ ] The shareholders with more than 7 1 /2% interest are: Z III [ ] The corporation is publicly traded and there is no readily known individual having greater than a 7'/2% interest in the corporation. 2068065 1 Docusign Envelope ID: B419E979-5B08-4399-9328-22DC76EF009F This Disclosure Affidavit is made to induce the Buyer to accept title to the Real Estate in accordance with 50 ILCS 105/3.1. AFFIANT SUBSCRIBED AND SWORN to before me this day of NOTARY PUBLIC 2068065_1