HomeMy WebLinkAboutOrd 5448 07/19/2004
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ORDINANCE NO. 5448
AN ORDINANCE AUTHORIZING THE EXECUTION
OF A REAL ESTATE PURCHASE CONTRACT
TO ACQUIRE A PORTION OF DISTRICT NO.1 REDEVELOPMENT PROJECT AREA
IN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS
7 SOUTH EMERSON STREET
Passed and approved
by the President and Board of Trustees
the 19th day of July, 2004
Published in pamphlet form
by authority of the corporate authorities
of the Village of Mount Prospect, Illinois,
the 20th day of July, 2004.
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7/9/04
ORDINANCE NO. 5448
AN ORDINANCE AUTHORIZING THE EXECUTION
OF A REAL ESTATE PURCHASE CONTRACT TO ACQUIRE
A PORTION OF DISTRICT NO.1 REDEVELOPMENT PROJECT AREA
IN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS
7 SOUTH EMERSON STREET
WHEREAS, the Village of Mount Prospect is a municipality which exercises authority
pursuant to Chapter 65, Act 5, Section 11-74.4-4.1 et seq. of the Illinois Municipal Code
as set forth in the Illinois compiled Statutes, known as the "Tax Increment Allocation
Redevelopment Act"; and
WHEREAS, the President and Board of Trustees of the Village of Mount Prospect did
adopt Ordinance No. 5421 entitled "An Ordinance Authorizing The Acquisition Of
Property Through Condemnation or Otherwise In The Tax Increment Redevelopment
Project"; and
WHEREAS, a Real Estate Purchase contract (the "Contract') has heretofore been
submitted to the Village of Mount Prospect with regard to a portion of the District No.1
Redevelopment Project Area; and
WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have
reviewed the Contract in substantially the same form and materially similar to Exhibit "A"
which is attached hereto and made a part hereof, and finds that the Contract is in
furtherance of the goals, objectives and purposes of the District No.1 Redevelopment
Project Area; and
WHEREAS, pursuant to the provisions of Chapter 65, Act 5, Section 11-74.4-4.1 (c)
of the Illinois Municipal Code as set forth in the Illinois Compiled Statutes, the Village of
Mount Prospect is authorized to acquire property, real or personal, within the District
No.1 Redevelopment Project Area by purchase, donation, lease or eminent domain
for the purposes of implementing said redevelopment project.
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7 S. Emerson Street
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS:
SECTION ONE: That it is hereby determined that it is necessary, proper and desirable
that the Village of Mount Prospect acquire title to, and possession of, the real property
being the subject of the Real Estate Purchase Contract, which is to be in substantially
the same form and materially similar to Exhibit "A" which is attached hereto and made a
part hereof.
SECTION TWO: That having determined that the said Contract is in the best interests
of the Village of Mount Prospect and find that the Contract is in furtherance of the goals,
objectives and purposes of the District No.1 Redevelopment Project Area, the Village
President and Village Clerk are hereby authorized to execute the Real Estate Purchase
Contract.
SECTION THREE: That the Village President, Board of Trustees, Village Clerk, Village
Manager, Village Attorney, Special Attorneys, officers and employees are hereby
empowered to perform any act necessary to implement, carry out and give effect to the
terms and provisions of said Contract.
SECTION FOUR: That this Ordinance shall be in full force and effect upon its passage,
approval and publication in pamphlet form in the manner provided by law.
AYES:
Corcoran, Hoefert, Lohrstorfer, Skowron, Wilks, ladel
NAYS:
None
ABSENT:
None
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7 S. Emerson Street
LEGAL DESCRIPTION: 7 SOUTH EMERSON STREET
LOT 1 IN MT PROSPECT STATE BANK RESUBDIVISION OF NO.3, A
RESUBDIVISION OF LOTS 14 TO 19 IN BLK 5 IN BUSSE AND WILLE'S
RESUBDIVISION IN MOUNT PROSPECT IN THE WEST 1h OF SECTION 12,
TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN
COOK COUNTY, ILLINOIS
Permanent Index Number: 08-12-104-021
H:\CLKO\files\WIN\ORDINANClACQUISITION OF 7 S EMERSON,July,2004.doc
PURCHASE /SALE AGREEMENT
THIS AGREEMENT is made this _ day of September, 2004 ( "Agreement") by and between
THE VILLAGE OF MOUNT PROSPECT. ILLINOIS, a municipal corporation and a home rule unit of
local government ( "Purchaser"'), and BANK ONE . N.A. ( "Seller ").
RECITALS:
A. Seller is the owner of that certain real estate located in Mount Prospect, Illinois, legally
described in Exhibit "A" attached hereto and made a part hereof, located south of Busse Road in the Village of
tfount Prospect, Cook Count-. Illinois, and improved with a surface parking lot (the "Property ").
B. Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser the Property
upon and subject to the terms and conditions contained in this Agreement.
C. After Closing on this transaction. Seiler desires to lease certain parking spaces from Purchaser
and Purchaser desires to lease certain parking spaces to Seller in the parking lot on the Property and the parties
desiring to enter into a Lease Agreement ( "Lease Agreement ").
NOW, THEREFORE. in consideration of the terms and conditions contained in this Agreement, and
for Ten Dollars (510.00) and other �- and valuable consideration paid by Purchaser to Seller, the receipt
and sufficiency of which is herebv acknowledged b%' Seller. Seller and Purchaser a as follows:
1. Purchase and Sale Subject to the conditions and on the terms contained in this Agreement
and the above recitals which are by this reference incorporated herein, Seller agrees to sell to Purchaser and
Purchaser agrees to purchase from Seller the Propert and all rights, privileges, easements and appurtenances
to the Parking Lot owned by Seller, including, without limitation, all rights, easements, and other
appurtenances used or connected with the beneficial use or enjoyment of the Parking Lot.
2. Purchase Price The Purchase Price shall be SEVEN HUNDRED FIVE THOUSAND
DOLLARS (5705.000.00) subject to prorations on the Closing Date (as hereinafter defined) by wire transfer of
immediately available funds, together with such additional funds for Purchaser's share of closing costs and
prorations as may be required pursuant to this Agreement.
3. Closin1j
Subject to the terms and conditions contained in this Agreement, the consummation of the transactions
herein contemplated (the "Closing ") shall take place forty -five (45) days after full execution of this Agreement
by Purchaser and Seller (the "Closing Date ") unless the Closing Date is at an earlier or later date by mutual
agreement between the parties. The transaction herein contemplated shall be closed through an escrow with
the Title Company (hereinafter defined) in Chicago. Illinois on the Closing Date, in accordance with the
general provisions of the usual form of "New York Style" Deed and Money Escrow Agreement then in use by
Escrowee, with such special provisions inserted in the escrow agreement as may be required to conform with
this Agreement ( "Deed and Money Escrow "). Upon the creation of the Deed and Money Escrow, anything
herein to the contrary notwithstanding, payment of the Purchase Price and delivery of the Deed (hereinafter
defined) and other documents to be delivered pursuant to Section 6 below, shall be made through the Deed and
Money Escrow. Seller and Purchaser (if required) shall execute gap undertakings in the form required by the
Escrowee or the Title Compam (hereinafter defined) in order to close by a "New York Style" closing.
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4. Documents to be Delivered by Seller Immediately Seller agrees to deliver to Purchaser all
of the following pertaining to the Property to the extent, in each case, that said materials are Down to be in
Seller's possession (collectively, the "Property Information "):
A. All permits, licenses or approvals pertaining to the Property. .
B. A copy of the bill or bills issued for the most recent year for which bills have been
issued for all real estate taxes and a copy of any and all notices pertaining to real estate taxes or
assessments applicable to the Property. In the event that any taxes or assessments for said years have
been appealed. Seller shall provide Purchaser with copies of all petitions for appeal and evidence of
full payment of the cost of any such appeals including the full payment of attorneys' fees.
J. Title and Survev
A. Condition of ' hitle Good and marketable fee simple title to the Property shall be
conveyed by Seller to Purchaser or its nominee by a trustee's special or limited warranty
( "Deed "), subject only to the Permitted Exceptions (as hereinafter defined).
B. Title
(i) 'Title Insurance Commitment Purchaser shall obtain and deliver to Seller
within thirty (30) days from the date hereof, at Purchaser's sole cost and expense, a
commitment (the "Commitment ") for an Owner's Policy of Title Insurance issued by Chicago
Title Insurance Company (the "Title Company ") showing title to the Real Property in Seller.
(ii) Title Approval Purchaser shall have a period of ten (10) business days from
delivery of the Commitment ("Title Review Period ") in which to review the Commitment and
deliver to Seller, at Purchaser's election, in writing, such objections as Purchaser may have to
any matters contained in the Commitment ( "Purchaser's Objection Notice ") (any of said
objections listed on Purchaser's Objection Notice are deemed the "Objectionable
Exceptions "). All other exceptions will be deemed acceptable to Purchaser. If Purchaser fails
to deliver Purchaser's Objection Notice within said 10 business day period, Purchaser will be
deemed to have accepted all the exceptions set forth in the Commitment. If Seller agrees to
eliminate or induce the Title Company to insure over the Objectionable Exceptions. Seller
will be obligated to do so at its cost on or prior to Closing. If Seller is unable to cause the
i'itic Company to insure over all of such exceptions. Purchaser shall have the option to (a)
cancel this Agreement, or (b) close despite such remaining exceptions, in which case such
remaining exceptions shall be deemed accepted by Purchaser. Ad valorem real estate taxes
not yet due and payable, and all title matters which are not Objectionable Exceptions are
hereinafter referred to as Permitted Exceptions.
(iii) Subsequent Title Exceptions If an exception to title or other title defect
other than a Permitted Exception is added to the Commitment after receipt by Seller as a
result of a voluntary action by Seller, and not as a result of any action by Purchaser or any
person acting by, under or through Purchaser, then, prior to the Closing Date, Seller shall use
all commercially reasonable efforts to eliminate or induce the Title Company to insure over
such exception or defect.
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C. Title Policy On the Closing Date, Seller, at Purchaser's expense, shall cause Title
Company to issue to Purchaser an ALTA 1992 Owner's Policy of Title Insurance ( "Title Policy ") or
irrevocable commitment to issue same covering the Property in the amount of the Purchase Price,
showing fee simple title vested in Purchaser or Purchaser's nominee. Purchaser shall be entitled to
order, at its own expense, any other endorsements it desires, but the issuance of said other
endorsements shall not be a condition of closing.
6. Documents to be Delivered by Seller at ClosinjZ
A. Seller's Closing Documents On the Closing Date, Seller shall deliver to Title
Company, pursuant to the Deed and Money Escrow the following documents, all of which shall be
subject to Purchaser's prior review and approval as to form, scope and substance, the delivery of all of
which shall be a specific condition to Closing:
(1) The Deed;
(ii) A Non- Foreign Transferor Affidavit in the form of Exhibit "G" attached
hereto;
(iii) The Title Policy covering the Property, in compliance with section 5C hereof;
(iv) Such proof of Seller's authority and authorization to enter into this
Agreement and perform Seller's obligations under this Agreement as may be reasonably
required by Purchaser and /or Title Company; and
(v) Such other documents as Purchaser may reasonably request to enable
Purchaser to consummate the transaction contemplated by this Agreement; provided none of
said additional documents imposes any cost or obligation upon Seller not otherwise
specifically imposed upon Seller pursuant to the terms of this Ageement.
B. Purchaser's Closing Documents On the Closing Date, Purchaser shall deliver to Title
Company pursuant to the Deed and Money Escrow the following monies and documents, all of which
shall be subject to Seller's prior review and approval as to form, scope and substance, the delivery of
all of which shall constitute a specific condition to Closing:
(i) The Purchase Price, plus Purchaser's share of Closing costs pursuant to the
terms of this Agreement by wire transfer of immediately available funds;
(ii) Proof of Purchaser's authority and authorization to enter into this Agreement
and perform Purchaser's obligations under this Agreement as may be reasonably required by
Purchaser and /or Title Company;
(iii) ALTA statement; and
(iv) Such other documents as Seller may reasonably request to enable Seller to
consummate the transaction contemplated by this Agreement, provided none of said
additional documents impose any cost or obligation upon Purchaser not otherwise specifically
imposed upon Purchaser pursuant to the terms of this Agreement.
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C. Joint Closing Documents Each of Seller and Purchaser shall deliver to Escrowee,
pursuant to the Deed and Money Escrow, and the parties hereby covenant and agree to deliver to
Escrowee on or before the Closing Date, the mutual delivery of which shall be a specific condition to
Closing:
(i) Three (3) copies of the Closing Statement, prepared in strict accordance with
Section 10 hereof;
(ii) To the extent required, State, County and Municipal transfer tax declarations;
(iii) A joint direction to Escrowee for the Deed and Monev Escrow; and
(iv) An executed Lease Agreement for the Parking Lot.
7. Representations and Warranties
A. Seller's Representations and Warranties In order to induce Purchaser to execute,
deliver and perform this Agreement and without regard to independent investigations by Purchaser,
Seller hereby represents and warrants to Purchaser as follows, and all of the foregoing and following
representations and warranties shall be true and correct as of the Closing Date (and the truth and
accuracv of which shall constitute a condition to the disbursement of the Purchase Price in accordance
with the terms of the Deed and Moncy Escrow and this Agreement):
(1) Seller is not a party to any contract, agreement or commitment to sell,
convey. assign, transfer, provide rights of first refusal or other similar rights or otherwise
dispose of any portion or portions of the Property.
(ii) This Agreement has been duly authorized and executed on behalf of Seller
and constitutes a valid and binding agreement, enforceable in accordance with its terms.
(iii) To the best of Seller's knowledge, there is no litigation pending against Seller
related to the Property.
(iv) To the best of Seller's knowledge, Seller has received no written notice of
any special assessments of any nature with respect to the Property or any part thereof.
(v) To the best of Seller's knowledge, Seller has not issued or received any
notices of any violations of any health, safety, pollution, environmental, zoning or other laws,
ordinances, rules or regulations with regard to the Property which have not been heretofore
entirely corrected.
(vi) There are no facts or circumstances not disclosed to Purchaser which Seller
has knowledge and which have or could have a material adverse effect upon the Property or
which will prevent Seller's full performance of its obligations hereunder. Seller agrees to
notify Purchaser immediately of such facts or circumstances if Seller becomes aware of the
same.
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B. Purchaser's Representations and Warranties In order to induce Seller to execute,
deliver and perform this Agrcement, Purchaser hereby represents and warrants to Seller as follows,
and all of the foregoing and following representations and warranties shall be true and correct as of the
Closing Date (and the truth and accuracy of which shall constitute a condition to the disbursement of
the Purchase Price in accordance with the terms of the Deed and Money Escrow and this Agreement):
(i) This Agreement has been duly authorized and executed on behalf of
Purchaser and constitutes a valid and binding agreement, enforceable in accordance with its
terms.
(ii) There are no facts or circumstances not disclosed to Seller which Purchaser
has knowledge and which have or could have a material adverse effect upon the Property or
which will prevent Purchaser's full performance of its obligations hereunder. Purchaser
agrees to notify Seller immediately of such facts or circumstances if Purchaser becomes aware
of the same.
(iii) Purchaser has not relied and will not rely on any express or implied
representations, warranties, statements, or information pertaining to the Property made or
furnished by Seller or any representative of Seller, property manager or broker, except as
expressly set forth herein.
C. Condition of P "AS IS" and "WHERE IS" Sale; Limitation; and Disclaimer
Except as expressly set forth in this Agreement, Seller has not made and does not hereby make any
representations, warranties or other statements as to the condition of the Property and Purchaser
acknowledges that at Closing it is purchasing the Property on an "AS IS" and "WHERE IS" basis.
S. Conditions Precedent to Closing
A. In addition to any conditions provided in other provisions of this Agreement,
Purchaser's obligation to purchase the Property is and shall be conditioned on the following:
(i) The truth of each representation and warranty made in this Agreement by
Seller at the time as of which the same is made and as of the Closing as if made on and as of
the Closing.
(ii) That at no time prior to the Closing shall any of the following have been done
by or against or with respect to Seller: (a) the commencement of a case under Title 1 I of the
U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or
state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any
property interest; or (c) an assignment for the benefit of creditors.
(iii) That between the date hereof and the Closing, (a) Seller shall not, without
First obtaining the written consent of Purchaser, enter into any contracts, agreements or leases
pertaining to the Property and (b) there shall be no material adverse change in the condition of
the Property.
B. Either party may at any time or times, at its election, waive any of the conditions to its
obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by
such party. No such waiver shall reduce the rights or remedies of a party by reason of any breach by
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the other part (but if a condition is waived, the party waiving the same may not rescind this
Agreement on the basis of the failure of such waived condition). In the event that for any reason any
item required to be delivered to a party by the other party hereunder shall not be delivered when
required, then such other party shall nevertheless remain obligated to deliver the same _o the first
party, and nothing (including, but not limited to, the closing of the transaction hereunder ) shall be
deemed a waiver by the first party of any such requirement. The failure of any of the aforesaid
conditions shall entitle Purchaser, at its option, to cancel and terminate this Agreement without
liability and upon which this Agreement shall be null and void.
9. Adiustments
A. General Proration of real estate taxes, assessments, and other expen_es. if any,
affecting the Property shall be prorated as of the Closing Date ( "Proration Date "). There shall be no
Proration of any insurance premiums with respect to the Property, nor an% assumption o insurance
coverage by Purchaser, unless Purchaser so elects in writine.
B. Taxes Seller shall pay all taxes and assessments on the Property due and nayab'c on
or prior to Closing on or before the date when due but in any event prior to the Closing Date. Taxes
and assessments on the Real Property not due and payable as of the Closing shall be prorated as of the
Closing Date based upon 110' %. of the most recent ascertainable assessed valuation, tax m,:_tiples and
tax rate, with no reproration thereof. Seller shall be liable for any back tax bill which ma%'cz imposed
by taxing authorities related to the period prior to the Closing Date, which obligation of Seller shall
survive Closint.
C. Other Prorations Such additional adjustments as are normally made in connection
with a purchase and sale of the type contemplated hereunder.
10. Closing Costs Purchaser shall bear the cost of the Title Policy (including extended coverage
over the general exceptions), the cost of the Deed and Money Escrow and all state, county and :municipal
transfer taxes, if any. Purchaser shall bear the cost of any endorsements to the Title Policy desired by
Purchaser, recording fees with respect to the Deed, all escrow and other expenses in connection xith
Purchaser's or its nominee's financing, all of Purchaser's due diligence costs and expenses. Seiler shall bear
the cost to record any instruments necessary to clear exceptions and Seller's title pursuant to Section 5 hereof.
All other costs and expenses in connection with the transaction contemplated by this Agreement shall be borne
by Purchaser and Seller in the manner in which such cost and expenses are customarily allocated between the
parties at closings of real property similar to the Property in the Cook County, Illinois area. Except as provided
in Section 30 below, each party hereto shall pay its own attorneys' fees incurred with respect to the preparation
and negotiation of this Agreement and the closing of the transaction contemplated hereby.
11. Damage or Destruction to Propertv
A. In the event that between the date of this Agreement and the date of Closing, all or
any portion of the Property is materially damaged or destroyed by fire or other casualty. such that the
cost to repair such damage exceeds 5250,000, Purchaser may elect to:
(1) terminate this Agreement without cost, obligation or liability on Purchaser's
part, in which event all rights and obligations of the parties hereunder shall cease: or
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(ii) consummate the transaction contemplated hereby, in which event Purchaser
will receive a credit a-ainst the Purchase Price equal to the reasonably estimated cost of repair
of such damage.
B. Purchaser shall notify Seller within twenty (20) days after receipt of notice from Seller
of such damage or destruction of its election. If Purchaser fails to notify Seller of its election within
said 20 -day period, such failure shall constitute an election to terminate this Agreement as aforesaid.
Closing shall be adjusted to allow for such election.
12. Remedies
A. If Seller should breach any of its covenants. conditions, representations or warranties
contained in this Agreement or should fail to consummate the sale contemplated herein for anyreason
other than Purchaser's default. Purchaser may as its sole remedy, upon five (5) days written notice to
Seller, if such breach or failure is not cured within such fire -day period (i) terminate this Agreement,
without further liability on Purchaser's part; or (ii) enforce specific performance of this Agreement.
B. If Purchaser should breach any of its covenants contained in this Agreement (and
Seller shall not be in default hereunder), Seller may, upon five (5) days written notice to Purchaser, if
such breach is not cured within such five -day period, terminate this Agreement without further liability
on Seller's part.
13. Brokers The parties mutually warrant and represent to the other that neither has authorized
any broker to act on its behalf in respect of the transactions contemplated. Each of the parties shall indemnify
and save the other harmless from any claim by any broker or other person for commissions or other
compensation for bringin <- about the transactions contemplated hereby where such claim is based on the
purported employment or authorization of such broker or other person by such party.
14. Environmental Matters. Due DiliVence
A. The term "Ilazardous Materials" shall mean any substance, material, waste, gas or
particulate matter which is regulated by any local governmental authority, the State of Illinois, or the
United States Government, including, but not limited to, any material or substance which is (i) defined
as a "hazardous waste." "hazardous material," "hazardous substance," "extremely hazardous waste,"
or "restricted hazardous waste" under any provision of Illinois law, (ii) petroleum, (iii) asbestos, (iv)
polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant
to Section 311 of the Clean Water Act, 33 U.S.C. § 1251 et seq., (33 U.S.C. § 1317), (vii) defined as a
"hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42
U.S.C. §6901 et seq. (42 U.S.C. §6903), or (viii) defined as a "hazardous substance" pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42
U.S.C. §9601 et seq. (42 U.S.C. 9601). The term "Environmental Laws" shall mean all statutes
specifically described in the foregoing grammatical sentence and all federal, state and local
environmental, health and safety statutes, ordinances, codes, rules, regulations, orders and decrees
regulating, relating to or imposing liability or standards concerning or in connection with Hazardous
Materials.
B. Each of the following representations is wholly qualifiedby (a) any matters disclosed
in any materials delivered to Purchaser by Seller pursuant to Section 4 above or otherwise, (b) any
matters disclosed in any environmental reports or studies obtained by Purchaser, and (c) any other
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matters known to Purchaser. Subject to the foregoing, Seller represents (but does not warrant), to the
best knowledge of Martin Silverman, Seller's transaction manager for the Property:
(i) No releasing, generating or handling of Hazardous Materials has occurred on
the Property during Seller's ownership of the Property, and Seller has not permitted the
releasing, generating or handling of Hazardous Materials on the Property or the incorporation
thereof in any buildings or improvements thereon; and
(ii) Seller has not received any summons, citation, directive, letter or other
communication, written or oral, from the applicable federal, state or local environmental enforcement
agency (including the United States Environmental Protection Agency and the Illinois Environmental
Protection Agency) with respect to the Property.
C. Without limiting any provision contained herein, Purchaser, on behalf of itself and its
successors and assigns, waives its right to recover from, and forever releases and discharges, Seller.
Seller's affiliates, Seller's investment manager, the partners, trustees, shareholders, members,
managers, directors, officers, employees and agents of each of them, and their respective heirs.
successors, personal representatives and assigns (collectively, the "Seller Related Parties "), from am
and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties.
fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys' fees
and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, which may arise on
account of or in any way be connected with the physical condition of the Property or any law or
regulation applicable thereto, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), the
Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), the Clean Water
Act (33 U.S.C. Section 466 et seq.), the Safe Drinking Water act (14 U.S.C. Sections 1401- 1450). the
Hazardous Materials Transportation Act (49 U.S.C. Section I S O 1 et seq.), and the Toxic Substance
Control Act (15 U.S.C. Sections 2601 - 2629).
D. Within thirty (30) days of the date of this Agreement Purchaser and its representative
(including environmental consultants, architects and engineers) shall have the right and opportunity to
enter upon the Property to make such inspections of the Property and matters related thereto, including
the conduct of soil, environmental and engineering tests, as Purchaser and its representatives desire.
Prior to Purchaser's entry onto the Property, Purchaser shall provide Seller with a certificate of
insurance naming Seller as an additional insured thereon and evidencing liability coverage reasonably
satisfactory to Seller for any claims, losses, liabilities or damages resulting from such entry and
inspection. If Purchaser fails to close hereunder. Purchaser shall return the Property to its condition
prior to Purchaser's entry thereon. Notwithstanding any other provision of this Agreement to the
contrary, in the event Purchaser discovers the presence of a hazardous material or an environmental
condition on Property which Purchaser Finds unacceptable or objectionable, Purchaser may deliver to
Seller within said thirty (30) day period, in writing, notice of Purchaser's objections and election to
terminate this Agreement. In the event Purchaser elects to terminate this Agreement, the parties shall
have no further obligations under this Agreement or to each other.
16. Entire Agreement It is understood and agreed that all understandings and agreements
heretofore made between the parties hereto are merged in this Agreement, the exhibits annexed hereto and the
instruments and documents referred to herein, which alone fully and completely express their agreements, and
that neither party is relying upon any statement or representation, not embodied in this Agreement, made by the
other. Each party expressly acknowledges that, except as expressly provided in this Agreement, the other party
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and the agents and representatives of the other party have not made, and the other party is not liable for or
bound in any manner bv, any express or implied warranties, guaranties, promises, statements, inducements,
representations or information pertaining to the transactions contemplated hereby. The preparation of this
Agreement has been a joint effort of the parties hereto and the resulting documents shall not, solely as a matter
of judicial construction, be construed more severely against one of the parties than the other.
17. Non - Foreign Certificate Seller shall provide Purchaser, on or before the Closing Date, with
a non - foreign certificate sufficient in form and substance to relieve Purchaser of any and all withholding
obligations under federal law, which certificate shall be reasonably satisfactory to Purchaser and the Title
Company.
18. Moditicatio'ns No modification, amendment, discharge or change of this Agreement, except
as otherwise provided herein, shall be valid unless the same is in writing and signed by the party against which
the enforcement of such modification, amendment, discharge or change is sought.
19. Notices All notices, demands, requests and other communications under this Agreement shall
be in writing and shall be deemed properly served (i) on the date sent, if delivered by hand; (ii) one day after
the date such notice is deposited with an overnight delivery service. or (iii) on the date when received with
proof of receipt to the party to whose attention it is directed or when such party refuses to accept receipt if sent,
postage prepaid, by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If intended for Purchaser: The Village of Mount Prospect
100 South Emerson Street
Mount Prospect, Illinois 60056
Attention: Village Manager
with a copy to: Terrence D. McCabe
Ryan and Ryan
33 North Dearborn Street
Suite 1530
Chicago, Illinois 60602
If intended for Seller: Mike Weinberg
Bank One Real Estate
1 Bank One Plaza
Mail Code IL1 -0522
Chicago, Illinois 60670
with a copy to: Thomas M. Hennessey, Esquire
Bank One Law Department
I 1 1 1 Polaris Parkway, Suite 4P
Mail Code OH 1 -0 152
Columbus, Ohio 43240
or such other address or to such other party which any party entitled to receive notice hereunder designates to
the others in writing by a notice duly given hereunder.
(` T1 ;MI " notes P281)F13' contract= s.emerson- U91404.doc 9
20. Governin;; LaNv and Interpretation The validity, meaning and effect of this Agreement
shall be determined in accordance with the laws of the State of Illinois applicable to contracts made and to be
performed in that state. The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms
shall refer to this Agreement, and the term "hereafter" shall mean after, and the term "heretofore" shall mean
before, the date of this Agreement. Words of the masculine, feminine or neuter gender shall mean and include
the correlative words of other genders, and the words importing the singular number shall mean and include
the plural number and vice versa. %Fords importing persons shall include firms, associations, partnerships
(including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as
natural persons. The terms "include." "including" and similar terms shall be construed as if followed by the
phrase "without being limited to."
21. Counterparts This Agreement may be executed in Vvo or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.
22. Captions The captions in this Agreement are inserted for convenience of reference only and
in no way define, describe or limit the scope or intent of this Ain of any of the provisions thereof.
23. No Recordation This agreement, or any short form or memorandum thereof, may not be
recorded with any governmental authority. and any attempted recordation shall be null and void and of no
effect.
24. Binding Effect This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors. This Agreement may not be assigned by Purchaser without the
prior written consent of Seller. which may be withheld in Seller's sole discretion, and which shall not relieve
Purchaser of any liability under this Agreement.
25. Partial Invaliditv Seller and Purchaser intend and believe that each provision in this
Agreement comports with all applicable local, state and federal laws and judicial decisions. However, if any
provision or provisions in this Agreement which is or are not materially related to the liability of the parties
hereto or to the conditions to consummate the transaction contemplated herein is found by a court of law to be
in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision,
or public policy, and 1 f such court should declare such portion, provision or provisions of this Agreement to be
illegal, invalid, unlawful, void or unenforceable as written. then it is the intent both of Seller and Purchaser that
such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid
and enforceable, that the remainder of this Agreement shall be construed as if such illegal, invalid, unlawful,
void or unenforceable portion, provision or provisions were not contained therein, and that the rights,
obligations and interest of Purchaser and Seller under the remainder of this Agreement shall continue in full
force and effect. If any provision or provisions which is or are material as set forth above are found to be
illegal, invalid, unlawful, void or unenforceable as written, this Agreement may, at the option of either party,
be terminated without further obligation to either party.
26. Time for Performance Time is of the essence of this Agreement. Whenever under the
terms of this Agreement the time for performance falls on a Saturday. Sunday or Legal Holiday, as defined in
205 ILCS 630 /17, such time for performance shall be on the next day that is not a Saturday, Sunday or Legal
Holiday. In computing any period of time pursuant to this Agreement, the day of the actor event from which
the designated period of time begins to run will not be included.
27. Professional Fees In the event of the bringing of any action or suit by a party hereto against
another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part
of the other party rising out of this Agreement, then in that event the prevailing party shall be entitled to have
C:'TPOP`notesl'2RDG13 bankone - contract -7s emerson -091404.doc 10
and recover of and from the other party all costs and expenses of the action or suit, including actual attorneys'
fees, accounting and engineering fees, and any other professional fees resulting therefrom.
28. Possession Possession of the Property shall be delivered to Purchaser on the Closing Date.
29. Transaction tinder Threat of Condemnation. Seller and Purchaser agree and acknowledge
that this transaction and the purchase price have been negotiated under the threat of condemnation. The parties
agree and acknowledge that (i) Purchaser heretofore approved an ordinance authorizing the acquisition of the
Property, (ii) Purchaser has the authority to acquire the Property by eminent domain, and (iii) absent this
Agreement. Purchaser would have filed an eminent domain proceeding to acquire the Property.
30. Lease Agreement Terms and Provisions. Seller and Purchaser agree that the Lease
Agreement shall include, in part, the following terms and provisions:
A. Term of ten (10) years with Seller's option to extend for four (4) additional five (5) year
periods, at its option upon ninety (90) days notice to Purchaser, for a total leased term of thirty
(30) years beginning as of the Closing Date.
B. Seller shall have the right, but not obligation, to lease up to 100 parking permits per month.
C. Seller's right to lease shall be contingent upon the continued use of the facility at 1 1 1 E.
Busse Road, Mount Prospect, Illinois as an office building.
D. Seller right to sublease or assign all or any of the parking permits shall be restricted to Seller's
tenants or occupants of the 1 1 1 E. Busse Road property and in all events Seller shall not
sublease or assign all or any of the parking permits at a rental rate higher than that paid to
Purchaser during a given period.
E. Rental rate shall be $25.00 per parking permit per month for the first ten (10) year term. The
fair market rental rate for each successive five (5) year period shall be determined by the
appraisal process to be set forth in the Lease Agreement.
F. The parties execution of this Lease is a condition to Closing.
C: I'M1 `nolcsF2RDGf3bankonc- contract- 7s.cmcrson- 091 - 1 04.doc I i
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
PURCHASER THE VILLAGE O MOUNT PROSPEC
Dated: September , 200.4
By:
Its:
SELLER BANK ONE N.. .
Dated: SeptemberZ� , 2004
By:
Its: 4v C, Knf:nr
Se r ice rr -zAmt
C. _1TMP'notcsP28DEF3 1)ankone- contract- 7s.cmcrson- 091404.doc 12
EXHIBIT A
Propertv Description
To be attached from Title Policy
VFNIP notesP2SDI contract- 7s.emerson- 091404.doc 13
_ r
. r A
April 14, 2011
VIA OVERNIGHT MAIL VIA OVERNIGHT MAIL
The Village of Mount Prospect Terrence D. McCabe
Attn: Village Manager Ryan and Ryan
100 South Emerson Street 33 N Dearborn St, Ste 1530
Mt. Prospect, IL 60056 Chicago, IL 60602
Re: Lease Agreement dated September 23, 2004, by and between the Village of Mount
Prospect, Illinois (the "Village "), and BREOF BNK MIDWEST LLC (` BREOF"), as
successor in interest to JPMorgan Chase Bank, National Association ( "JPM ") pursuant to
that certain Assignment of Mount Prospect Parking Lot Lease (the "JPM Assignment ")
dated September 27, 2006, and recorded in the Office of the Cook County Recorder of
Deeds on October 4, 2006, as Document 0627731082 (collectively, the "Lease ")
Dear Madame or Sir:
Pursuant to Section 16(F)(ii) of the above - described Lease, the undersigned, on behalf of BREOF
BNK MIDWEST LLC, hereby notifies you that effective as of April 14 ' 2011, the Lease will be
assigned to 111 Mount Prospect, LLC, an Illinois limited liability company (the "Buyer "), as part of
an overall transaction whereby Buyer is purchasing from BREOF the property described in the Lease as
the "Bank Facility ". BREOF and Buyer have entered into an Assignment and Assumption of Lease
Agreement dated as of April 14 , 2011 (the ` BREOF Assignment "), evidencing the foregoing
assignment and assumption of the Lease, which BREOF Assignment will be recorded in the Office of the
Cook County Recorder of Deeds. Accordingly, as of April 14 , 2011, 111 Mount Prospect, LLC has
assumed and will be responsible for all of the Lease obligations of BREOF or otherwise of the Bank (as
defined in the Lease) pursuant to the BREOF Assignment.
Until such time as different instructions are given to you in writing by 111 Mount Prospect, LLC,
all notices required or desired to be given to the Bank under the Lease should be addressed to: 111 Mount
Prospect, LLC, c/o Inderjit Pangli, 2020 Monteray Place, Abbotsford, BC V25 752
Copies of the Lease, the JPM Assignment and the BREOF Assignment are attached hereto
for your reference.
The Village of Mount Prospect
Page 2
Please do not hesitate to contact the undersigned with any questions. Thank you in advance for
your consideration in this matter.
Very truly yours,
BREOF BNK MIDWEST LLC,
a Delaware limited liability company
By: BREOF BNK LLC,
a Delaware limite iability company,
its Sole Member
By:
St en H. Gane ident
Enclosures: Lease
JPM Assignment
BREOF Assignment
cc: Angela Dorman (via e-mail)
Dapo Adedeji (via certified U.S. mail)
1ss7291vl
�,J20e6 12: 45,
LEASE AGUENM)�XT
E_
This Least A
greernent ("Litzse Agreement*') is made this J��_ d2V Of September 2004,
bv,tnd boveitn the ViNage oi Plo�intl Prospect, Illinois, t munic Corpora tion, ( as
Bank One, N A, (
RIPCCTS:
A, Village is the ov er of that =tair, real esta SUb, a that :et in
F Ag7eem,cni dated 1, by and be the Villaec ;and rl-e garik
m spez, ribl ar -- d I c -
bem locate,4 Mount Pros t,, mo s, ally desce , ed in taz',�- is-rvo arial
midt a paliT located and �zvin-- the common td of 3G 30�,iflh Ernerso: 5 :t. Mlount
Frospec, ("ook Coun t and with a rzrklrig strucruv (the - P, - oper - y"
sznk i» t""It owncl of i`nc property an ofi �uA or t 1 E, Buss,- Rgz�-',
Mciun* Frospect, , ark Fa�
C. Village desires to lease to Bar.k avd Bank desires $easc rrorri Vil',a�c a mammiirn
oC IM par Spaces per month for the parking of vehicles of ernp' customers, I gUests znd
%narts and accupants of the Bank F.=.hry on -t Prope-r,
NOW, THEREFORE, m of Cc ter-,is and co7, co� Ln t' -is
L cas and For T or Doi 1� n; (S i 0 00) and O!her , od -77 va 1u: c h� paid
Bank to Villnt'- ':Ic rcCeipl arlC - ol"which ii hereby � y Viliag the
Vifla4: and Bank covenant vid agree as a6
The farcgoir rc and all exlh 'nctezo are [,e. made z
part of this Lease Agreement
2. I)OMiSe. VIIjaKt 4o --,IreU and leash is Ex = Bank F V z
at 100 unresery i K:Ci l wla er riorC h "Parkr Spaces"; 10,7ZL d I I
e a t�e
F Foss neri f 14) day: prior to the beginning o' this Lease A -nk shalt
gTemicril the S.
notify the ViRam in Nvrj of the number of Parking Spates the one requires. Thereafter if
ticre is any clang !n the number 0( Parking Sp4l;C5 required afte the Least Amrt begins
the Sank shat) notify !he Vdlagt in wTalng 14 days befare the be
I g emning of the munth that the
chzrg^- wtil mkc place. The ;znk sp2 only be :esronsibje for Che rnonth!y payrnert of the
Parking Spaces that is under lease, The Park Spaces shall bt i;Sed by Sink to providC [or the
parkirig of vehicles of empioyeass, cuslorrers, guests and z enaras and ocvapantm of the Bank
facility On :he ?roper Bank shall hare„ , s appwienant to tfift Nrkin Spaccs, riq to use in
ccirrmr,r walk-ays, drivewzys neccs5ary for common irigre5s and e r tsb o --nd frorr the Property
and destz
g n; , ,ed PCTMIT Parkin- ZTeIS On the Property Obi "Ferias. Pari t Area"), Sank shall
notl,fv
3, Init Term and Otitian Periods. The Pzrkinrz S;� antes w: hereby demised to
D
Bank for a =.n ("Term") cCten (10) yeaars corwnencing on the diatc of this L ease Agretinent the
Commencement Dve") and rerr .. on tile Icri'n 00 anmve of ilia Cornzrtncemerll
Date. Bank shall hav2 the option to tvc Che term, fc. four (4) rz (5) year penods,
at its option upon nintty (90) days writiv notice to Village. for � trial [ease tem� of thirty (30)
C: TENT' r.sse i d I JM! I W ,;
? I
U L - 3 -- --dcpi
7 3 5186 PPGEE . 02
le 20eEl .10
e -�q E I 347��6 :E PA�=. ijzidt
4. j eim Rcnt Cor the Parking Spazc,5 sh'all be 525 00 PCT parking pet per month
Paynble in advance ofeach month for the first ten (10) year term. The fit~ market rental rate for
each zuccessivle rive (5) year option period shall be dtiermined 1:iy tht appra process as set
forth herem" The parlcs ackno tat tie Villa,ge'S Mtznt is to the PtOPeM as
rnuric ovmcd and operated fam"0q, In the even: ;3 wain g boc�y othzr than - zhe
shall [cvy a lcaserold ra- the Property —K
Sa- :gees to pzy its proram share of
suc" leasehold Tax,
i1 C+6 "cir T- -ch t vc f ye ar
ji�ai5al Pr2c!,
�s& ThLe L mti.ket itzmat razz lor rL-
eprion period shall be determln,ed by an appraisa", process whereby *he Vills"t sha�] secure a
Cor the :air market ren�:], rate from acompetent and disiveramd appraiSer, Thc Bank ti ay
objel—, if-, wr 4. as to th'.- vzlve of Chet mark'et rental rate As dete by :nc appraiser, aTid
Bank shall secum a value lx he fair market renTal ra`iC 1710rr. L�jiotht v competent and
disintertsted appr-411'�er. In thc event the differtn. L- b�tween 1,:e i vo fair rnark4T r47t vatues is
twio.nr—;'tic" perctnt (25"Ya) or less t-" the avdra L of chc °'a. es shall be thc Fair market
rtM -Ii eor lhwt Cive qJ) yzat or iCth,t aifficrence 6ttwcen, Che two Fai, zrd values is over
s ai percentagr than each pwty sV1 submit M writing the names of three oih co7npeten: and
disin erc'sted zpprwse•s until a corn mon appraiser is chosen to dc-Lermt-ne the fair market rental
rate for that given Five (5) Yczriaption perirtd, Az no ntne shall, alas rcntat rat-' be QN4-i S25 per
month per Parkin- Pe: m;t,
6, Use, Ban; UQrzcs that its ritthi "C )czsc the F-ark Stlacc s? all �C coraln0vt
�;pon ffi& cotitinje7use of th-c Facday us an office b1jMmz and its , 0 '� ib!ease or
, all oranyoC(he Parkmi- Spzcess!h;':"' be restricted to guests
zind :erjanis and occupants of the Bank Facility. In all events Bank shall not sublease or assign all
or zn% pars of the Parkin Spaccsa„t a ricnial i h4her ihii tha: paid to Vfllms during the inittal
.tri-nor any option per iod. Batik agrees to tini"'t its use of the Proper7zto the% parkmg ofnlotorizcd
vleh;cles for njrit (9) passengers or!ess.
7, N—laintenince. Vil'*�LL"I:, at its sot: cost, shall mamtzin tht P sn accardance
tv%ih the Standard of malintenaftcc for olhcr Village Of Mozunr Frasptct parki.ng l and sha"i
perfc.n al; repairs and res:orancm to the ?7'opertty, In the event JTi ds it tic, ,a7y to
restrict access to the Property to perform mainienaricc requWtd heteuncc-., it ',', ill gt-C reasonable
r'nor wrtuen notice to Bank, except in cascs o[emergrency. Village sshzli maintain the Propem "n
r- ZP j I
a safe, Secure and, clew -, tnanner, mcl'Ain�, Ilut not ltrniic�d to. snov. aT-,d Clearance,
I
�oridscaping, and mmovz; of waste and rc"'I'se matter,
81 Utilities. - Vifliat*e shmil, rz aili u6)iflc, u�scd -in conncctton %4 th-1 P-open y,
9, Desienation and Fnfnrccm(-nr of Permit Parkinf! Area. Village Shall
dr-erminc the location and clearly rnark, identify and designate me Permit Parking Area on the
propercy. viflagtt may from time to, tinic relocate the Permit Parking 4 rta the Property in
ordcr to Mallwin or crhan.;e !h& oper effiziericy OL" Cric Propert-1, Vi" Agc i%i•t Bziik
not less thar, thirty (30) days prior wrmcn notice before reilocatiig the Permi Parking Area. Dznk
acknowledizes that the V Nage may issue other parking Spaces for the Perm, it Parking Area and
except '*o,- the Permit Parking Area., park:rq; spaces wtthgir the Propett. will be available 5or
parking by the public at large and t1ia Vdiagte wi," take sticps -,c discourage th,- r
I - At large
t.-CM parking in lht ?emit Parking Area,
AUC, le 2006 15-33 647396'61'74
"gar 0 2 Fjr S 1 2! 4
wt;�n 'IJI
' 0 RulSs and Regulations. Bank acrecs to abide by the reasonable rcc0rements
I
re-olations r"Wim- to the use or ri•le Propermy and the Permi Parkirig Area p=a ulgated by
V;l[zgt 1 rime to time, vz!; age give Bank riot less than thlity ( aays prior Wrarcri
r,ot'ce beFfore instaunn; new riqui: or re relating x tie 4 e of Tlic Property and
:J-.e Permit Parkin- ,area.
Insurance. Dtrin "."e Tenrr. Villzge pr•; -re wnd ri-aintair. : "^ followmg
ins'�rrznce rr, the Roperry-
A. Rcal and Villap shall keep the Prnperty and ail
"Mprovtlmerals therein, 'nsured for "all risk" coveracte c-n reat properry an8 pursoa-a" proper y
sInzludlng wfthciu hTnita-ion, aH c::w9riw;-a, Pr,!ngs, z;id fixtures therein) for an
-,10 nog [ts-C 'illan zhe fuil rfp raceme n, cost 'her!N.)f, R-PInctme -ost s'='! be dete-mined
anrii4ailv by an independent appraiser or by a me:hocd acceptable zo the Jri.4Urance company
O-Ovi8inc� sue "i CLiwtrz^ ts5e 55jct, pclhc-v?s shalli be endoTstd w:1h a rtpizaccmenr covtmgi:
crndcrsemerir and � agreed emoux zlz=js.- (w waving any app!i,-W� co-insuTzn:e cliius;c' in
to r mic- with such deer TniMw tort o7 appraisaL'
B InsurDnq Com 'e
,pan] -,;, Insurancc polices requ�:ed by this Settion 1 t be
from "epur2blc- and fir.aTlZi�Ijy insura-, Coinp-InIcs.
Casualty and Restorprisll. Tn ev�inr, that the ?:'or
perty is dzrnz�.ed or
des roved on Cr belbr�: the 10" a:In;vcr4zr&4' o,' tte Cummtncerr.ent Dale, Vi[',aag ' shat! w'lt , du2
d:4gcnce undertake and complete the rt5tcTation of the Prope-Ty. In the e-. that ti7e Properm is
dzmZ_z.ed or dci mve"_ to the W' anniver. of ,Ie Conm1c.iccriient Date, VII I.-gc
shall nave the option of restoring the Proptriy, o Q:provtd;ng the tenant, wiih alternat,ve parking
therefbrc
13 Defaults, ff 3arik CaOls w ob5crvc or rer.rorm !"no rh�: covenants Of Bank under
this Lez:w Agreement `;Ln " Evew. oC a-d such failure is not ctred- witi forty-f
4 I , ive (4
days aFkr Village rotifies dank thereof sc wrtung
_, ther, �2,4nk shah defau)*,; pro vided ,
ho%vevtr, if such 11failure cannot , eavonablly be cured within said forty-five (45) day period. no
Evm of Defau:L sb4l! b,- ditcmed to exist so long as Bank comm-mccs and pmsecutcs curing such
4erault within said foiiy-five (45) & pened, and diligently continucs to prosecute the Sable to
completion
1 A. LR(emeddikes. Upor, the occurren:c of ar Even', of 0CfDUIt ilt7�8 the eXplrntiOtr Of any
cure period cornpanion to an Event cf Default, Village shall i,-v.e the fbIlo%vinG rights and
rc-nedies:
('L) V.n`lag-, may. at its option at any timc zftcr fifteen 115) days wTitten
notice .o batik. recover from= Bank vtl ages damages caused by such default together with a
Other SLIMS pavable to Vi,!aI.,ZC hCrtzarljer, =.luding reLsonabte attorneys' -es, costs and
a:,, pen ses,
(i:) Village may, at its opuon, ierminatit this Lease Agreern-ent and recover
from Bank all other wLrr4 payablc to Village hereunder, inch. easortawa 2ttorneys' fees
costs and expenses.
(iii) Villa shall, in addition to the rights and remedies provided hC7,Cunder,
have the right to invoke any right or rcmcd��I� altowed at law or in equity or by statute or other.Vise,
fz,I�G !0 MG 15: 30 FAGS 04
�ia&17
2
Ail riot:cts, ernandq requests and oto mmmunicakons under his
Agree I Le deemed prc?e: si-rved- 01 oil the d if
, mt- shall be in urrong and shalt a s
dc, med by han? (iO cnc day a the dv�e suh nwkc A depsittd 44°iah ar, avernighr delivet
moce: or (y) on to cut amen ruemed Wth proof cFrw. ro !�z to wto.ct anC7,11031 it is
dheczed or wh�m such parl refuscs ,, nccept re 7,� i sent, Tcg1stC4 Or
7 rtzurr, rcc5pt requumd, po t, �gc prepa i , ;s
If woended AY pm nast : The W� nf' Frosqc
GC so Uth Erntr�con stret
Mount Prospen ITnoo 60056
wK a copy to: Tmenry D MCA
ayan znd Ryan
a3 Norh Dear�om
Sw 1530
Chicago, lihnois 60602
If intend ] Se, lu: Me NAmbug
Enk Che RK Ewa
: B=k CHC 171117,
MW Code 111 -00 24"
chicage, 1
wit a amy tw homas M. Kvlriessicy, Esq-urz
Bzn Orc Lawv Ditp-rit'nent,
Rarkway, Su';-, 4?
Or s�Llch o addreSs o. to Such 05cr Party which any party tntilec to rccei no ,, Ct l hmreundc�
designates to - ,he others inwr:ting by P giverL htreu
A. Flegong. Toe �Czdvngs 01 panlaph" arc for convtnilmce on:,,
a:;d shall -,ct �e ds Lo be feltvant m rmolving and �
ofany prcviston o the Least Agternent,
st :ye
villvagt and Bank aT
g� t a any t any from
Awn 10 orw, a.Pory mot 4S tan varily 120) dp" 'prior nw:ce' ft`crnn t�h t o Parry, rb. I
td 'in dcliver -dable from ccr�ifying Thw
,xiU c, acknow. rg� , , to ihz other a slacrren� in reor
,
t[its Lc as,- Agrmrtn', i'i unmoczf any; in' f" fl f and effet (or if there `:u-t bccri
atid the da-te ,o whic.I t'-je Re n a: d other charZts and ob;iga*io ns I nerein6er have
bee-, paid In a= 'vm"+nce it' any. Aiy such. stnvernen* 6-clivered rs 't tc lh;s Nrz,Tapli May te
rt upon by zny zssignce or acht yny 7nDwIng Te repe`c irrt!resTs unde t" is Leasc
AUec - ,rtn!. a s s i f - m u d Tn accord w i t h tJie privisi ons of this Lease Ag-eerm
r; , n PON; 15 : 700
CH4S1,1_7 PAGE
t rn a T�ii Ltsse ikg,-clzrnen� "V-111 ',t pvtnaud by and
Q Tumum—Im
-or
srm4d actording ic zhe IvNIS of W Sol of MiNs
D :f an provvcn of 'h�S I-Case A;revmcm shzll be
CC�Ir! ;tinsdwoon to be LrO,-d cr remai-,16er or
"OrCezbk 10
sha noz Ve a5mad 3j &k W! Cah pnoS�,Cq��S,2,11 L 2n - ,7,.
cxient, perr-n. y law,
E, Conl4on of ine LL=,'.sCj_ Sank's Occupancy Of uhe Prcpel aftcr the
Comnicncemtnt Due Wn C"athum ar acknowled by Bank -tha! th.c "'rope wzs, on the,
Lam. ornma�rcemen� Dam in good order amid SaEisf�zcto, Condition.
F skjQjg T � and WAganons of V pumes hatho
5h.�_ tin d Go kh.� lloert'f7i a -nd ems of SeiT a^1 z5�si Bank shall no:
2n zE of Sank mmem
i i m t..., s Lein A emer
pTt consen',
whjc�t consva shall not be wid or cziavec',_ Z:nd any Z,�Cmpted a��
wYthQu: Such con'sent 1"se tv!"iC[ly vo1d, Not�v� th�- forego.',ng
", f3ank 't have thc
zm.�,Qjr vl,� ccnsenr uj�czl Writnen notice to Village, e(E) assign Ts rightS znu
this anya(5jja:eof1P Morgar Chn e&
Lmt Ap-emim to any An; Adc pOICASH of the Bank F:,-, ty ppTovidea its :omint4cd ust Z's ar,
and CA dischum ji Or any pamwn W .he Wrg SP". m A cmjoyees.
guzsts zi*.,6 E "ant, anc ocanams of nc Ban; Favhv cm thz r,-0pC-r
IN NVIT14 ESS NVF1 CRECK he pw IJU h=10 ! exccu",��C` 01m A gMCMCM as Of tlle
d xy a it �
,car 1 abov 'wnucr,
PURCHASER. OWT PROSFEpr)
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Doo#: 0627731082 Fee, $60,00
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Cook County R000rder of peeps
Date: 1 0/0412006 11:43 AM Pq-. 1 of 14
'
,j ASSIGNMENT OF MOUNT PROSPECT PARKING LOT LEASE
Y.
After recording return to:
First American Title Insurance Company of New York
633 Third Avenue
New York, New York 1 00 17 6706
Tax oo. 08-12-109
commonly known as 111 East Busse Avenue
Mount Prospect, IL
Deeoription. Cook,ZL Document - Year.DocID 2006.27731082 Page: I of 14.—
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Assignment of Mount Prospect Parking Lot Lease
THIS ASSIGNMENT (the "Assignment ") dated as of September 27, 2006, is
between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking
association ; successor by merger to Bank One, National Association; successor by name change
to The First National Bank of Chicago in Chicago, Illinois; successor by merger to The First
Chicago Bank of Mount Prospect; successor by name change to Mount Prospect State Bank
( "Assignor "), and BREOF BNK MIDWEST LLC, a Delaware limited liability company
( "Assignee ").
A. Assignor owns certain real property and certain improvements thereon known as
111 East Busse Avenue, Mount Prospect., Illinois, and more particularly described in Exhibit "A"
attached hereto (the "Property ").
B. For use in connection with the Property (as assignee of the original -named lessee),
Assignor has entered into that certain lease agreement for parking spaces at 30 South Emerson
Street, Mount Prospect, Illinois, as more particularly described in Schedule 1 (the "Mount
Prospect Parking Lot Lease ").
C. Assignor and BREOF INVESTORS, LLC, a Delaware limited liability company,
( "Purchaser ") entered into an Agreement of Sale and Purchase dated as of September 12, 2006
(the "Purchase Agreement "), pursuant to which Purchaser agreed to purchase (or cause
Assignee to acquire) the Property from Assignor and Assignor agreed to sell the Property to
Assignee, on the terms and conditions contained in the Purchase Agreement.
D. Purchaser assigned its interest in the Purchase Agreement to BREOF BNK LLC, �
a Delaware limited liability company ( "Buyer "), pursuant to that certain Assignment of Purchase
Agreement, dated September 27, 2006 and Assignee is the Purchaser Designated Party (as
defined in the Purchase Agreement) with respect to the Property.
E. Assignor desires to assign to Assignee its interest as lessee in the Mount Prospect
Parking Lot Lease and Assignee desires to accept the assignment thereof, on the terms and
conditions contained in the Purchase Agreement and this Assignment.
ACCORDINGLY, in consideration of Ten Dollars and other valuable
consideration paid by Assignee, the receipt and adequacy of which are hereby acknowledged,
Assignor does hereby assign, transfer and set over unto Assignee, all of Assignor's right, title
and interest as lessee in and to the Mount Prospect Parking Lot Lease, from and after the Closing
(as defined in the Purchase Agreement), to the extent the same are assignable.
TO HAVE AND TO HOLD, the same unto Assignee, its successors and assigns,
from and after the Closing, subject to the terms, covenants, conditions and provisions contained
in the Mount Prospect Parking Lot Lease.
Assignee hereby accepts such assignment and agrees to perform, observe, assume
and discharge Assignor's covenants, obligations, and liabilities under the Mount Prospect
Park.irig Lot Lease arising from and after the Closing.
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Assignee agrees to indemnify, defend and hold Assignor harmless from and
against any and all claims, damages, demands, causes of action, liabilities, lawsuits, judgments,
losses, proceedings, fines, penalties, costs and expenses (including but not limited to reasonable
attorneys' fees and expenses) asserted or made against or incurred by Assignor by reason of or
arising out of any failure in the performance, observance, assumption or discharge of the
covenants, obligations and liabilities Assignee has agreed to perform, observe, assume and
discharge hereunder.
Assignor agrees to indemnify, defend and hold Assignee harmless from and
against any and all claims, damages, demands, causes of action, liabilities, lawsuits, judgments,
losses, proceedings, fines, penalties, costs and expenses (including but not limited to reasonable
attorneys' fees and expenses) asserted or made against or incurred by Assignee under the Mount
Prospect Parking Lot Lease by reason of any failure in the performance, observance, assumption
or discharge of Assignor's covenants, obligations and liabilities under the Mount Prospect
Parking Lot Lease arising prior to the Closing.
Buyer has joined in the execution and delivery of this Assignment for purposes of
being and becoming jointly and severally liable with Assignee for the obligations of Assignee to
Assignor hereunder.
This Assignment shall not be construed as a representation or warranty by
Assignor as to the assignability and transferability of the Mount Prospect Parking Lot Lease and
Assignor shall have no liability to Assignee in the event that the Mount Prospect Parking Lot
Lease (i) is not assignable or transferable to Assignee or (ii) is canceled or terminated by reason
of this Assignment or any acts of Assignee.
This Assignment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
This Assignment shall be governed and construed in accordance with the laws of
the State of Illinois.
This Assignment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute one and the same
instrument.
Except as may be expressly set forth herein or in the Purchase Agreement, this
Assignment is made by Assignor without recourse against Assignor of any kind or nature
whatsoever and without warranty or representation, express or implied. by Assignor, and
expressly without any covenants, recourse, representation or warranty regarding title in and to
the Mount Prospect Parking Lot Lease.
[Remainder of Page Intentionally Blank; Signature Page to Follow]
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IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement
the day and year first above written.
ASSIGNOR: JPMORGAN SE B TIONAL
ASSOCIAT nati alb ing association
By:
Name: WrVe . s
Title: xecutive Vice�President
ASSIGNEE: BREOF BNK WDWESTf LLC, a Delaware limited
liability company
By: BREOF BNK LL , a Delaware limited liability
company, its sole mein
By:
Name:
Its:
BUYER: BREOF BNK LLC Delaware limited liability company
By: —
Name:
Title:
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IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement
the day and year first above written.
ASSIGNOR: JPMORG SE B ATIONAL
ASSOCIA a n on ng association
Hy:
Nance: G e C. a
Title -�Izxecutive Vice President
ASSIGNEE: BREOF BNK MIDWEST LLC, a Delaware limited
liability company
By: BREOF BNK C, a Delaware limited liability
company, its sole me ber
By:
Name.
Its: —
BUYER: BREOF BNK LLC elaware limited liability company
By:
Name:
Title:
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STATE OF NEW YORK )
COUNTY OF NEW YORK )
I, 1 &0 LE , Notary Public in and for said County, in the State aforesaid,
DO HEREBY CERTIFY that George C. Ross, the Executive Vice President of JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, a national banking association, personally
known to me to be the same person whose name is subscribed to the foregoing instrument as
such Executive Vice President, appeared before me this 27th day of September, 2006, and
acknowledged that he signed and delivered the said instrument as his own free and voluntary act,
and as the free and voluntary act of said company, for the uses and purposes therein set forth.
Given under my hand and seal this 27th day of September, 2006.
Public
My commission expires: EAR0 LEE
NOTARY PUBLIC. State of New Yak
No. OI LE6126M
OuslifiAd in New York County
Commission Expires May 02,2W9
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STATE OF NEW YORK )
COUNTY OF NEW YORK }
Notary Public in and for said County, in the State aforesaid,
DO HEREBY CERTIFY that George C. Ross, the Executive Vice President of JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, a national banking association, personally
known to me to be the same person whose name is subscribed to the foregoing instrument as
such Executive Vice President, appeared before me this 27th day of September, 2006, and
acknowledged that he signed and delivered the said instrument as his own free and voluntary act,
and as the free and voluntary act of said company, for the uses and purposes therein set forth.
Given under my hand and seal this 27th day of September, 2006.
No ublic
My commission expires;
BARO LEE
NOTARY PUBLIC, State of New Ycxk
No, 01LE6126M
Qualified in Now York County
Commission, Expires May 02.2009
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STATE OF NEW YORK }
}
COUNTY OF NEW YORK }
1, Notary Publig to and for said Cg t , i the State aforesaid,
DO HEREBY CERTIFY that ,96ueA a A L& 00 _, the
of BREOF BNK LLC, a Delaware limited' liability company, the sole member of BREOF BNK
MIDWEST LLC, a Delaware limited liability company, personally known to me to be the same
person whose name is sub ribed to the foregoing instrument as such _ ,
appeared before me this Xth day of September, 2006, and acknowledged that he signed and
delivered the said instrument as his own free and voluntary act, and as the free and voluntary act
of said company, for the uses and purposes therein set forth.
Given under my hand and seal this 27th day of September, 2006.
Notary Public
t(A7HL.EEN SULUYAN
Newly pUMC, Soo of New York
M comm ission e x p ires: No. din K i 691
My p GtuatiFte�d ;n Kites 10
Commission Expires TOMMY 22,20
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STATE OF NEW YORK )
COUNTY OF NEW YORK )
otary ublic ' and for said ;q itl th; State aforesaid,
DO HEREBY CERTIFY that f 1, �`�`' , the of BREOF BNK LLC, a Delaware limited liability company. the sole member of BREOF BNK
MIDWEST LLC, a Delaware limited liability company, personally known to me to be the same
person whose name is subscribed to the foregoing instrument as such
appeared before me this 26h day of September, 2006, and acknowledged that he. signed and
delivered the said instrument as his own free and voluntary act, and as the free and voluntary act
of said company, for the uses and purposes therein set forth.
Given under my hand and seal this 27th day of September, 2006.
Notary Public
KATKLEEN $1JUN
Yc�
N public, stw 0 1 NOW
0, , in KirW %
My commission expires:
�� Exptrers 1ant�
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STATE OF NEW YORK )
}
COUNTY OF NEW YORK )
Notax Pub 'c in and for said Co�uunnty, in the State aforesaid,
DO HEREBY CERTIFY that ,the rile, - y
of BREOF BNK LLC, a Delaware limited liability company, personally known to me to be the
same person whose name is subscribed to th foregoing instrument as such
, appeared before me this 2;h day of September, 2006, and
acknowledged that he signed and delivered the said instrument as his own free and voluntary act,
and as the free and voluntary act of said company, for the uses and purposes therein set forth.
Given under my hand and seal this 27th day of September, 2006.
Notary Public
KATHLEEN SULLIVAN
iNotory Pub lic, Biala of Now York
Nc, 01SU6069138
Qualified in Kings County
My commission expires commission Expiras lonuary 22, 201
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STATE OF NEW YORK )
COUNTY OF NEW YORK
1, .y4 a Public in and for said Cc n ,, in he State aforesaid,
DO HEREBY CERTIFY that trL�I , the Cc
of BREOF BNK LLC, a Delaware limt ed liability company, personally known to me to be the
same person whose name is subscribed to th foregoing instrument as such
_ appeared before me this 28kh day of September, 2006, and
acknowledged that he signed and delivered the said instrument as his own free and voluntary act,
and as the free and voluntary act of said company, for the uses and purposes therein set forth.
Given under my hand and seal this 2&h day of September, 2006.
Notary Public
KATHLKN SULLIVAN of t T N,. 01 SU61069138 York
My commission expires: Q,a,ufiod in Kings Cou ,/0
19kion Ewres anuory 22, ..-
o`er /G
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Exhibit "A" to Assignment of Mount Prospect Parking Lease
�f
�J
I 1
i�iYT- 228136
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111 East Busse Avenue
Mount Prospect, IL
Lot i tot Rraspett SUM Na 2, bed a PASubdMdm of part d Moran
Sank Re-St n and &= end stop in Mwt ftspect, bdnq a part
of the West Half of Seddon 12, Ybwnft 41 North, Rke'11 East of the 7t*d PiWpal Merkla %
amanft to tha Plat Owed racwded on May 1, 1974 fis Dbanne11t No. tR2750490, In Cook C j,
31nols. ►
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Schedule 1 to Assignment of Mount Prospect Parking Lease
That certain Lease Agreement dated September 23, 2404, made by the Village of Mount
Prospect, Illinois, as lessor, and Bank Cane, N.A., as lessee.
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