HomeMy WebLinkAboutOrd 6833 03/03/2026 Authorizing The Purchase Of Real Property And The Execution Of A Property Purchase And Sales Contract 1601 E. Algonquin Road, Mount Prospect, IllonisORDINANCE NO. 6833
AN ORDINANCE AUTHORIZING THE PURCHASE OF REAL PROPERTY AND THE
EXECUTION OF A PROPERTY PURCHASE AND SALES CONTRACT
1601 E. ALGONQUIN ROAD'IOUNT PROSPECT ILLINOIS
NOW, THEREFORE, BE IT ORDAINED, by the President and Board of Trustees
of the Village of Mount Prospect, Cook County, Illinois, as follows:
SECTION 1: The President and Board of Trustees of the Village find as follows:
A. The Village of Mount Prospect (the "Village") is a home rule municipality
pursuant to Section 7 of Article VI I of the Constitution of the State of Illinois;
and
B. The State of Illinois has adopted tax increment financing pursuant to the
Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq.,
as amended from time to time (the "TIF Act"); and
C. Pursuant to its powers and in accordance with the TIF Act, and pursuant to
Ordinance Nos. 6625, 6626 and 6627, adopted May 3, 2022, the South
Mount Prospect Tax Increment Financing District (the "TIF District") was
formed as a TIF district, for a twenty-three (23) year period. Ordinance Nos.
6625, 6626 and 6627 are incorporated herein by reference; and
D. Pursuant to and in accordance with the TIF Act and the Ordinances
establishing the TIF District, the Corporate Authorities of the Village are
empowered under Sections 4(c) and 3(q)(2) of the TIF Act, 65 ILCS 5/11-
74.4-4(c) and 3(q)(2), to purchase real property within the TIF district, using
TIF District funds, in furtherance of the Redevelopment Plan and Project for
the TIF District; and
E. 1601 E Algonquin Rd LLC, an Illinois limited liability company (the "Seller"),
is the owner of the real estate and appurtenances attached thereto for the
property located at 1601 E. Algonquin Road, Mount Prospect, Illinois (the
"Subject Property"); and
F. The Subject Property is located within the TIF District; and
G. The Village desires to acquire the Subject Property in furtherance of the
Redevelopment Plan and Project for the TIF District; and
H. It is the desire of the Seller to convey the Subject Property to the Village for
a purchase price of Two Million One Hundred Thousand and No/100 Dollars
($2,100,000.00) on the terms set forth in the "Property Purchase and Sales
Contract" attached hereto as EXHIBIT A and made a part hereof (the
"Agreement"); and
It is in the best interest of the Village to acquire the Subject Property, to
ensure that redevelopment within the TIF District continues.
SECTION 2: Based upon the foregoing, the Village President, Village Clerk and
Village Manager be and are hereby authorized and directed to purchase the Subject
Property utilizing South Mount Prospect TIF District funds pursuant to the terms and
conditions set forth in the Agreement, and they are further authorized and directed to
execute and deliver such other instruments, including the Agreement, as may be
necessary or convenient to consummate such purchase.
SECTION 3: This Ordinance shall be in full force and effect from and after its
passage, approval and publication in pamphlet form as provided by law.
ADOPTED this 3rd day of March, 2026, pursuant to a roll call vote as follows:
AYES: Dante, DiPrima, Gens, Grossi, Matuszak, Saccotelli
NAYS: None
ABSENT: None
APPROVED this 3rd day of March, 2026 by the Mayor of the Village of Mount
Prospect and attested by the Village Clerk on the same day.
Mayo!-ffkll�
APPROVED and FILED in my office this 3rd day of March, 2026, and published
in pamphlet form in the Village of Mount Prospect, Cook County, Illinois.
ATTEST:
Karen Agoran s, Village Clerk
2081495 1 2
EXHIBIT A
PROPERTY PURCHASE AND SALES CONTRACT
(1601 E. ALGONQUIN ROAD, MOUNT PROSPECT, ILLINOIS)
(attached)
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PROPERTY PURCHASE AND SALES CONTRACT
(1601 ALGONQUIN ROAD, MOUNT PROSPECT, ILLINOIS)
THIS PROPERTY PURCHASE AND SALES CONTRACT ("Contract") is made as of the Effective
Date (as defined in Section 23 below) between 1601 E ALGONQUIN RD LLC ("Seller"), an Illinois limited
liability company, 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 1601 E. Algonquin Road, Mount Prospect, Illinois, PIN 08-23-202-009-0000, 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 7 below.
2. PURCHASE PRICE AND EARNEST MONEY.
A. The purchase price for the purchase of the Property by Buyer is TWO MILLION ONE
HUNDRED THOUSAND AND N01100 DOLLARS ($2,100,000.00) ("Purchase Price"). At the
"Closing," as defined in Section 3 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 paid by Purchaser to Seller. 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 SIXTY THREE THOUSAND and No1100 Dollars ($63,000.00) ("Earnest Money
Deposit") with the "Title Company," as defined in Section 3 below, pursuant to mutually acceptable
strict joint order escrow instructions. The Earnest Money Deposit shall be applied to the Purchase
Price at Closing.
3. CLOSING 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 within twenty (20)
days following the end of the Due Diligence Period ("Closing Date") remotely through the Chicago Title
Insurance Company ("Title Company"), or at such other date, time and place as mutually agreed to by the
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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 Fee as customarily charged.
4. AS -IS WHERE•IS CONDITION. Except for Seller's express representations and warranties
and as otherwise set forth herein, or as may otherwise be mutually agreed to between the Parties, Buyer
agrees that it is purchasing and accepting the Property in its "AS -IS, WHERE -IS" condition, subject to all
faults of every kind and nature whatsoever, whether latent or patent, where now or hereafter existing. By
agreeing to purchase and accept the Property in "AS -IS, WHERE -IS" condition, the Buyer acknowledges and
represents that it will inspect the Property during the Due Diligence Period as defined herein and make such
due diligence investigations as it deems appropriate into the conditions affecting the Property, including,
without limitation, the environmental condition of the Property. In so doing the Buyer represents that it has
retained or will retain, at Buyer's sole cost and expense, such experts and agents to assist in such inspection
and investigation as it has deemed or will deem appropriate.
5. DUE DILIGENCE; ENVIRONMENTAL AND OTHER INSPECTIONS; BUYER'S OPTION TO
TERMINATE CONTRACT. Within seven (7) days of the Effective Date, the Seller shall deliver to Buyer any
environmental reports or assessments of the Property in Seller's possession, a copy of the existing survey
of the Property, a copy of the existing Title Policy of the Property, and copies of all contracts, leases,
easements, permits and licenses affecting the Property. 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 thirty
(30) 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 thirty (30) day period, if Buyer wishes to proceed with the
acquisition of the Property. The Buyer shall not be obligated to accept the Property, if in the Buyer's sole and
exclusive judgment, for any reason whatsoever, the Buyer determines that the use or condition of the
Property or any part thereof is not necessary or appropriate for the use intended by the Buyer, poses a health,
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, at
its cost, 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") and with such
endorsements as Buyer shall reasonably request, 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 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
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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 ("Sellers 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, Seller shall, at its cost, obtain
and provide to Buyer an ALTA/NSPS Plat of Survey ("Survey") prepared by a surveyor licensed by the State
of Illinois and certified to the Buyer, and including the following Table A items: 1, 2, 3, 4, 7(a), 7(b), 8, 9, 11,
13 and 16. Title objections based on the Survey are addressed in Section 6 above. Upon approval of the
Survey, the legal description in Exhibit A shall be automatically revised to be that of the legal description in
the Survey and Title Commitment. At either party's request, any changes to the legal description shall be
confirmed in writing and signed by both parties.
8. DEED. Seller shall convey fee simple title to the Property to Buyer, by a recordable 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;
the original executed and property notarized Affidavit of Title;
iii. the original executed and property notarized Non -Foreign Affidavit;
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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;
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,
subject to the Permitted Exceptions and in the same condition as at the Effective Date of this Contract.
11. PRORATIONS. At Closing, the following adjustments and prorations shall be computed as
of the Closing Date and the balance of the Purchase Price shall be adjusted to reflect such prorations. All
prorations shall be based on a 365-day year, with the Seller having the day prior to the Closing Day.
A. Real Estate Taxes. General real estate taxes for 2025, 2026 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
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.
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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. Pendina 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 Pro ert Utilities. To the best knowledge and belief of Seller, No fact or
condition exists which would result in the termination or impairment of access to the Property or
which could result in discontinuation of presently available or otherwise necessary sewer, water,
electric, gas, telephone or other utilities or services.
F. Assessments. To the best knowledge and belief of Seller, there are no public
improvements in the nature of off -site improvements, or otherwise, which have been ordered to be
made and/or which have not heretofore been assessed, and there are no special or general
assessments pending against or affecting the Property.
G. Authority of Si natories; 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
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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. Executo 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. Section 1445 Withholdin . 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.
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
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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;
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
iii. 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.
B. If, before the Closing Date, Buyer becomes aware of a breach of any of Seller's
representations and warranties or of Seller failing to perform all of its covenants or otherwise failing
to perform all of its obligations and fulfill all of the conditions required of Seller in order to Close on
the Closing Date, Buyer may, at its option:
elect to enforce the terms hereof by action for specific performance; or
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.
D. Notwithstanding the foregoing, the parties agree that no default of or by either party
shall be deemed to have occurred unless and until notice of any failure by the non -defaulting party has been
sent to the defaulting party and the defaulting party has been given a period of five (5) business days from
receipt of the notice to cure the default. In the event that a party has timely initiated the steps necessary to
cure a default, but the nature of the cure requires additional time within which to do so, the cure period herein
shall be extended by an additional five (5) business days.
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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 other than Brown Commercial Group. Seller shall be solely responsible for, and shall pay, all
broker's fees owed to Brown Commercial Group pursuant to Seller's separate agreement with Brown. 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:
To Seller: 1601 E Algonquin Rd LLC
1930 Aspen Drive
Algonquin, IL 60102-4240
Attn: James J. Burress
Email:
With a copy to: Steven M. Shaykin
5105 Tollview Drive
Rolling Meadows, IL 60008
Phone: 847-749-3663
Email: Steve@shaykin.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,.
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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.
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,
2079379 3
Page 10 of 12
C. The terms, provisions, warranties and covenants of Section 13 shall survive the
Closing and delivery of the Deed and other instruments of conveyance. The provisions of Section 13
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
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.
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Page 11 of 12
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
Exhibit B Permitted Exceptions
Exhibit C Disclosure Affidavit
[THIS SPACE INTENTIONALLY LEFT BLANK]
2079379„.3
Page 12 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date below their
respective signatures.
SELLER:
1601 E ALGONQUIN RD LLC,
an Illinois limited liability company
—
r'
By:
Name:
Title:
ATTEST:
m
Name: ass
Title:t�� r......._.._.w
Date Seller executed:
2079379 3
BUYER:
VILLAGE OF MOUNT PROSPECT,
an Illinois municipal corporation
By.
Name:
Title: Village Manager
ATTEST:
By:
Name:
Title:
Date Buyer executed:
Page 12 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date below their
respective signatures.
SELLER: BUYER:
1601 E ALGONQUIN RD LLC, VILLAGE OF MOUNT PROSPECT,
an Illinois limited liability company an Illinois municipal corporation
By:— . ...
Name: Name: Michael J, Cassady
Title:.._ _,_,_ Title: Village Manager
ATTEST: ATTEST:
r
By: By:
Name: Name;, .
Title: Title: _ ;..
Date Seller executed: _ITITITITIT,,,,,_ Date Buyer executed: k,r _
"
2079379_3
Exhibit A
LEGAL DESCRIPTION OF THE PROPERTY
ALL THAT PART OF THE WEST 1272.95 FEET OF LOT 3 LYING SOUTH OF ALGONQUIN ROAD IN
LINNEMAN'S DIVISION OF THE SOUTH 3/4 OF THE EAST 1/2 OF THE NORTHEAST 1/4 AND THE WEST
1/2 OF THE NORTHEAST 1/4 OF SECTION 23, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD
PRINCIPAL MERIDIAN, AND THE SOUTH 477.78 FEET OF THE WEST 1/2 OF THE SOUTH EAST 1/4 OF
SECTION 14, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN,
DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTH LINE OF SAID NORTHEAST 1/4
675.77 FEET EAST OF THE SOUTHWEST CORNER THEREOF, THENCE NORTH AT RIGHT ANGLES
TO THE SAID SOUTH LINE OF THE NORTHEAST 1/4 306.91 FEET TO A POINT ON THE SOUTHERLY
LINE OF ALGONQUIN ROAD, THENCE NORTHWESTERLY ALONG THE AFORESAID SOUTHERLY
LINE OF ALGONQUIN ROAD, A DISTANCE OF 170.14 FEET THENCE SOUTHWARD ALONG A COURSE
BEING PERPENDICULAR TO THE SOUTH LINE OF THE NORTHEAST 1/4 OF SAID SECTION 23, A
DISTANCE OF 387.20 FEET TO A POINT ON THE SOUTH LINE OF THE NORTHEAST 1/4, THENCE
EASTWARD ALONG THE SAID SOUTH LINE, A DISTANCE OF 150.00 FEET TO THE POINT OF
BEGINNING, ALL IN COOK COUNTY, ILLINOIS.
Property Address: 1601 E. Algonquin Road, Mount Prospect, Illinois
Permanent Index Number: 08-23-202-009-0000
2079379 w3
Exhibit B
PERMITTED EXCEPTIONS
1, 2025 and 2026 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
20793793
Exhibit C
ALL SELLERS MUST SIGN AN AFFIDAVIT THAT IS
SUBSTANTIALLY SIMILAR TO THE ONE BELOW
State of Illinois )
)ss.
County of )
DISCLOSURE AFFIDAVIT
I, (hereinafter referred to as "Affiant") reside at
in ,.,........_,,,.County, State of ......_,� _................... , being first duly sworn
knowledge of the matters contained in this Affiant, swear to the following:
and having personal
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 7'/2% of the total distributable income of any corporation having any interest, real
or personal, in the Real Estate.
4. As the [
[]
i]
[]
[]
(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 71/2% interest are:
or
or
[ ] The corporation is publicly traded and there is no readily known individual having
greater than a 7'/z% interest in the corporation.
2079379MM 3
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 ...... 2026.
NOTARY PUBLIC
20793793