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HomeMy WebLinkAbout8.1 1st reading of AN ORDINANCE AUTHORIZING THE EXECUTION OF A PURCHASE AND SALES CONTRACT (1601 E. ALGONQUIN ROAD, MOUNT PROSPECT, ILLINOIS)Subject Meeting Fiscal Impact (Y/N) Dollar Amount Budget Source Category Type Information Item Cover Page AN ORDINANCE AUTHORIZING THE EXECUTION OF A PURCHASE AND SALES CONTRACT (1601 E. ALGONQUIN ROAD, MOUNT PROSPECT, ILLINOIS) March 3, 2026 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD Y $2)1001000 South Mount Prospect TIF NEW BUSINESS Action Item Background The Community Connections Center (CCC) opened in 2009 following a comprehensive feasibility study and needs assessment conducted in 2007. Located at 1711 W. Algonquin Road in South Mount Prospect, the CCC was established specifically to address barriers preventing residents from accessing resources in the village. The CCC represents a strategic partnership between the Village's Human Services Department and the Mount Prospect Public Library, which established its South Branch at this location. The current CCC is doing a lot to help the community with it's 3,600 Sq ft. footprint. The CCC continues to expand its services and community partnerships to better meet evolving community needs; with a focus on prevention, support, and connecting residents to appropriate resources both within and beyond the CCC. The CCC currently provides: • Information and Referral: Helping residents navigate and access appropriate services and resources throughout the community, including benefit application assistance and resource coordination • Social Services: Case management and advocacy, crisis intervention, emergency financial assistance, food pantry services, holiday programs, and group programming for youth, adults, and families • Senior Social Services: Support for older adults including in -home assessments, benefit application assistance (License Plate Discounts, Property Tax Exemptions, Medicare Part D), and follow-up services coordinated with Police and Fire Departments • Public Health Nursing: Health screenings (blood pressure, cholesterol, blood sugar), nursing consultations, lipid panel screenings, senior exercise programs, and a medical equipment lending closet with walkers, wheelchairs, and other assistive devices • Library services: Multilingual collections, technology access, work and leisure spaces, and diverse programming for all ages • Police services: Community Services Officer who maintains hours at the CCC to assist with civil and police matters, child car seat installation, and non -criminal reports; plus Crime -Free Housing coordination for rental properties Strategic Plan Target The Community Connections Center has been a top or high priority action in the Village's annual strategic plan since 2021: • 2025-2026: Community Connections Center: Space Needs Assessment/Service Needs Assessment, Duplication of Service with Township, Future Direction (Priority Mgmt-Top) • 2024-2025: Community Connections Center: Space Needs Assessment/Service Needs Assessment, Duplication of Service with Township, Future Direction (Priority Policy -Top) Including activities/milestones to identify potential locations • 2023-2024 Community Connections Center —Future Services/Facilities Expansion — North and South; Community Needs, Report with Options, Locations, Direction and Funding • 2022-2023: Community Connections Center South Expansion Strategy: Direction (Priority Policy High) • 2021-2022: Community Human Service: Needs Assessment and Direction (Priority Policy Top) Including activities/milestones funding for Community Connections Center Facility Community Needs Assessment To ensure the CCC continues to meet the evolving resident needs, the Village retained Initium Health at the end of 2024 to conduct a needs assessment as part of a process to evaluate the potential for expansion. Between February and April 2025, Initium Health conducted a mixed - methods assessment that included comprehensive outreach to capture diverse perspectives across geographic regions and demographics. The assessment identified consistent barriers to accessing services throughout Mount Prospect, including transportation, cost, childcare, and limited awareness. At the same time, there is broad support for CCC expansion. Nearly half of residents reported being likely to use an expanded CCC. Top priorities include youth programs, senior programs, job training, basic needs services, and access to health and mental health care. Participants voiced a desire for integrated services that are accessible, multilingual, and community -centered while maintaining the CCC's welcoming environment. The Needs Assessment recommendations guide the CCC's future development through four strategic priorities: • expanding physical space, • enhancing service delivery with extended hours and targeted programming, • developing formal partnerships to leverage community expertise, and • improving multilingual outreach and service navigation. The Needs Assessment Final Report was presented to the Village Board at the August 12, 2025, Committee of the Whole meeting. View the completed Community Needs Assessment Discussion Over the past several years, staff has thought of properties throughout South Mount Prospect that could be potential locations for an expanded CCC. Staff believes that 1601 E. Algonquin is within a favorable travel distance for current CCC clients/patrons, supports the expansion of services provided by Human Services and the Mount Prospect Public Library, and an overall appropriately sized building for the present and possibly future needs. Overall, this is a strategic purchase that provides the Village some flexibility for addressing unforeseen needs or services in the future. The 1601 E. Algonquin Road property is 1.2 acres and is improved with a 21,000 SF industrial building that has good adaptive re -use potential. The preliminary plan is to utilize about 10,000 SF (front of the building) for the CCC/Library South Branch, Food Pantry (relocating from VH), Police substation with a meeting room, and the remaining of the building would be Public Works and general village storage. Staff has also reviewed parking lot striping, four options ranging from 56 to 65 spaces are attached, and staff is confident that there is sufficient parking available for the intended use. The Village Board authorized the execution of a fifth amendment to the lease agreement for the CCC current location at the February 17 Village Board meeting. The extension runs from 06/1/2026 through 05/31/2027 and the Monthly Base Rent is $4,697.21. If the Village Board approves the purchase of 1601 E. Algonquin, the goal would be to relocate the CCC in the new building prior to the end of the lease extension. This purchase of 1601 E Algonquin is a Tax Increment Financing (TIF) eligible expense and the Village will be purchasing it using South Mount Prospect TIF funds. The current increment is about $1.8 million and fund balance is enough to complete the acquisition. Staff will present a budget amendment for the purchase at the March 17 Village Board meeting. Staff is currently evaluating funding mechanisms for the renovation. Staff proposes using the same construction process as used for renovating Station 11. This includes presenting the Village Board a guaranteed maximum price to remodel 1601 E Algonquin and delivering the project utilizing a mix of in-house labor and contract labor. Project management and in-house labor will be provided by the Public Works Department. Staff also anticipates presenting the architectural contract for renovations at the March 17 Village Board meeting. Alternatives 1. Staff recommends approval of the ordinance authorizing the acquisition of 1601 E. Algonquin Road, Mount Prospect. 2. Discretion of the Village Board. Staff Recommendation Staff recommends approval of the subject ordinance. Acquiring the property will advance the Village's Strategic Plan Community Connections Center action item to enhance service delivery for Human Services clients and Mount Prospect Public Library patrons. Attachments 1. Mount Prospect - South Mount Prospect TIF District - 1601 E. Algonquin Road Acquisition - Ordinance Approving Property Purchase and Sales Contract - 0 2. 1601 E Algonquin Rd_Combined_01.21.2026 - Parking Lot Striping 3. Purchase and Sale Agreement for 1601 Algonquin Road - clean, for execution - 02.24.26(2079379.3) ORDINANCE NO. AN ORDINANCE AUTHORIZING THE PURCHASE OF REAL PROPERTY AND THE EXECUTION OF A PROPERTY PURCHASE AND SALES CONTRACT (1601 E. ALGONQUIN ROAD, MOUNT PROSPECT, ILLINOIS) NOW, THEREFORE, BE IT ORDAINED, by the President and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: SECTION 1: The President and Board of Trustees of the Village find as follows: A. The Village of Mount Prospect (the "Village") is a home rule municipality pursuant to Section 7 of Article 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 ($2,100,000.00) on the terms set forth in the "Property Purchase and Sales Contract" attached hereto as EXHIBIT A and made a part hereof (the "Agreement"); and It is in the best interest of the Village to acquire the Subject Property, to ensure that redevelopment within the TIF District continues. SECTION 2: Based upon the foregoing, the Village President, Village Clerk and Village Manager be and are hereby authorized and directed to purchase the Subject Property utilizing South Mount Prospect TIF District funds pursuant to the terms and conditions set forth in the Agreement, and they are further authorized and directed to execute and deliver such other instruments, including the Agreement, as may be necessary or convenient to consummate such purchase. SECTION 3: This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. ADOPTED this 3rd day of March, 2026, pursuant to a roll call vote as follows- AYES- NAYS- ABSENT - APPROVED this 3rd day of March, 2026 by the Mayor of the Village of Mount Prospect and attested by the Village Clerk on the same day. Mayor Paul Wm. Hoefert APPROVED and FILED in my office this 3rd day of March, 2026, and published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois. ATTEST: Karen Agoranos, Village Clerk 2081495_1 2 EXHIBIT A PROPERTY PURCHASE AND SALES CONTRACT (1601 E. ALGONQUIN ROAD, MOUNT PROSPECT, ILLINOIS) (attached) jr, A ;8,11r,"i'll� t flfvJ� a 1% 6 Ito SP2 uvrr, t, ,t, t a.. rk r me,�,, "Al q Ohm T V,�/,,,r i " 1, —,,,Wwf�. , A"F"I'llmioll 11 1 f""i rii vs ta," ma Via it h v is v M, J), 105 0 5 U4 Ili A71 71l'i", &6x k", ir - 114:20 lqwt lc,�/�,q pchc 07 aim MA kin af ,]�$or tj�,wvmqjll 0Y!/,-,,,/,,-Tr 171-1pt7c p1p%or tg 6> eq,,fr,:y f, tt� �jFm xv, m;p r 1 too E in i p my r K n q �o vAlp tu, Ti"),io Slu!h Ito of' VIP AWTVI, 4 t4 60 1!1�4 N"f�,,/,,,WWUN' �,L?i to U in"05,26, Al &Z WMA A '? I"AUPI(Int! Ll duBmIum us JAUS0 BW so limpuRk? 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A baplo"Tip, ads .11 juvi: QUA wThm OPTION':!!lm ""Aw""s jr, ;8,11r,"i'll� t flfvJ� a 1% 6 Ito SP2 uvrr, t, ,t, t a.. rk r me,�,, "Al q Ohm T V,�/,,,r i " 1, —,,,Wwf�. , A"F"I'llmioll 11 1 f""i rii vs 74M MeAwnw,".�I, ta," ma Via it h v is v M, J), 105 0 5 U4 Ili A71 71l'i", &6x k", ir - 114:20 lc,�/�,q pchc 07 aim MA kin af ,]�$or tj�,wvmqjll 0Y!/,-,,,/,,-Tr 171-1pt7c p1p%or tg 6> eq,,fr,:y f, tt� �jFm xv, m;p r 1 too E in i p my r K n q �o vAlp tu, Ti"),io Slu!h Ito of' VIP AWTVI, 4 t4 60 1!1�4 N"f�,,/,,,WWUN' �,L?i U in"0512C, Al &Z WMA A '? I"AUPI(Int! Ll duBmIum us JAUS0 BWA so limpuRA A baplo"Tip, ads .11 ljuvi: AWA Rhm 56, OPTION 40 c S:i Page 1 of 13 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 NO1100 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 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 2079379 3 Page 2 of 12 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 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 2079379 3 Page 3 of 12 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, 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 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; 2079379 3 Page 4 of 12 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, 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. 2079379 3 Page 5 of 12 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. 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 2079379 3 Page 6 of 12 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. 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. 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 2079379 3 Page 7 of 12 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. B. If, before the Closing Date, Buyer becomes aware of a breach of any of Seller's representations and warranties or of Seller failing to perform all of its covenants or otherwise failing to perform all of its obligations and fulfill all of the conditions required of Seller in order to Close on the Closing Date, Buyer may, at its option: elect to enforce the terms hereof by action for specific performance; or ii. terminate this Contract; or 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. 2079379 3 Page 8 of 12 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. 2079379 3 Page 9 of 12 900 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. 2079379 3 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 By: Name: Title: ATTEST: By: Name: Title: Date Seller executed: BUYER: VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation By: Name: Title: Village Manager ATTEST: By: Name: Title: Date Buyer executed: 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 3 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 2079379 3 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. 2079379 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 42026. NOTARY PUBLIC 2079379_3