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20190506 Amended Council Agenda with AttachmentODEs PLAINEs AS AMENDED 5/3/2019 COMMITTEE OF THE WHOLE #3B. ADDED CITY COUNCIL AGENDA Monday, May 6, 2019 Regular Session — 7:00 p.m. Room 102 CALL TO ORDER REGULAR SESSION ROLL CALL PRAYER PLEDGE OF ALLEGIANCE PROCLAMATION PUBLIC SERVICE RECOGNITION WEEK — MAY 5TH — MAY 11TH, 2019 CITIZEN PARTICIPATION (matters not on the Agenda) CITY CLERK ANNOUNCEMENTS ALDERMEN ANNOUNCEMENTS MONDAY, MAY 6, 2019 CITY OF DES PLAINES CITY COUNCIL AGENDA PAGE 12 CONSENT AGENDA 1. RESOLUTION R-82-19: Awarding the 2019 CIP Contract B — Street & Utility Improvements Project to Low Bidder DiMeo Brothers, Inc., Elk Grove Village, IL in the Amount of $4,989,922.00. Budgeted Funds — Capital Projects and Water. 2. RESOLUTION R-83-19: Awarding the 2019 CIP Contract C — Street & Utility Improvements Project to Low Bidder John Neri Construction, Inc., Addison, IL in the Amount of $4,119,618.70. Budgeted Funds — Capital Projects and CIP Water/Sewer Funds. 3. RESOLUTION R-84-19: Approving a Master Contract with When Nature Calls for Nuisance Animal Control in the Amount of $43,000. Budgeted Funds — Animal Control Fund. 4. RESOLUTION R-85-19: Awarding the 2019 Fire Hydrant Purchase in the Amount of $3,314.00 per Hydrant to Core & Main, LP, Carol Stream, IL. Budgeted Funds — Water System Supplies. 5. RESOLUTION R-86-19: Approving an Agreement with LexisNexis for "eCrash" Traffic Crash Report Writing Software at No Cost to the City 6. RESOLUTION R-87-19: Approving the Purchase of the Incode Court Suite and Brazos e -Citation Software from Tyler Technologies, Plano, Texas in an Amount Not -to -Exceed $64,125.00. Budgeted Funds — Police Support Services/Computer Software. 7. RESOLUTION R-88-19: Approving an Agreement with Netrix, Bannockburn, IL to Furnish the Cisco Blade Servers, Maintenance, and Memory in the Not -to -Exceed Amount of $26,720.00. Budgeted Funds — IT Computer Hardware. 8. SECOND READING — M-10-19: Authorizing the Disposition of Personal Property Owned by the City of Des Plaines 9. SECOND READING — M-12-19: Approving the Sale of City -Owned Property Located at 1620-1630 Higgins Road, Des Plaines, Illinois, a Sale, Purchase, and Escrow Agreement, and Right of First Refusal Agreement 10. Minutes/Regular Meeting — April 15, 2019 11. ORDINANCE M-13-19: Approving a New Class E Liquor License for Allegretti's Stuffed Pizza, Inc., 933 E. Oakton Street 12. Authorize the City Clerk to Advertise for Bid the Des Plaines Theatre Marquee Replacement Project 13. Minutes/Closed Session— April 15, 2019 END OF CONSENT AGENDA MONDAY, MAY 6, 2019 CITY OF DES PLAIN ES CITY COUNCIL AGENDA PAGE 13 COMMITTEE OF THE WHOLE 1. FINANCE & ADMINISTRATION — Alderman Mike Charewicz, Chair a. Warrant Register in the Amount of $5,410,663.81 — RESOLUTION R-90-19 2. COMMUNITY SERVICES — Alderman Malcolm Chester, Chair a. Consideration of Grant Recipients for 2019 Social Services Program Funding in an Amount Not -to - Exceed $150,000 — RESOLUTION R-81-19 3. LEGAL & LICENSING — Alderman Carla Brookman, Chair a. Consideration of License Agreement for Concessions at the Des Plaines Downtown Metra Train Station — RESOLUTION R-94-19 b. Consideration of Purchase and Sale Agreement for 769 Holiday Lane in the Amount of $265,000 with a 90 -Day Due Diligence Period for the Purpose of Leasing the Property to the Des Plaines Self -Help Closet and Pantry — RESOLUTION R-95-19 IF NO ACTION IS TAKEN UNDER NEW BUSINESS, THESE ITEMS WILL APPEAR ON THE FOLLOWING CONSENT AGENDA OR UNFINISHED BUSINESS. IF IT IS NECESSARY TO TAKE ACTION ON ANY OF THESE ITEMS THIS EVENING, THEY MUST BE REPORTED OUT BY THE COMMITTEE CHAIRMAN UNDER "NEW BUSINESS" UNFINISHED BUSINESS 1. ORDINANCE Z-7-19: Granting a Conditional Use Permit to Operate a Commercially Zoned Assembly Use in the C-3 Zoning District at 2064 S. River Road, Des Plaines, Illinois (postponed from 4/15/2019 City Council Agenda) NEW BUSINESS: IF REPORTED OUT BY COMMITTEE 1. a. RESOLUTION R-90-19: Warrant Register in the amount of $5,410,663.81 2. a. RESOLUTION R-81-19: Authorizing the Disbursement of Social Service Funds to Thirty -Nine Social Service Agencies 3. a. RESOLUTION R-94-19: Approving a License Agreement with Craft Management, Inc., for the Operation of a Concession in the Downtown Train Station b. RESOLUTION R-95-19: Approving the Purchase and Sale Agreement for the Property Located at 769 Holiday Lane 4. a. RESOLUTION R-91-19: Acknowledging John Robinson for His Service as Alderman 5. a. RESOLUTION R-92-19: Acknowledging Dick Sayad for His Service as Alderman 6. a. RESOLUTION R-93-19: Acknowledging Mike Charewicz for His Service as Alderman MONDAY, MAY 6, 2019 CITY OF DES PLAINES CITY COUNCIL AGENDA PAGE 14 COUNCIL RECESS: CEREMONIAL PROCEEDINGS 1. Presentation of Plaques/Outgoing Elected Officials 2. Swearing -In of Newly Elected Officials COUNCIL RECONVENED NEW BUSINESS 1. FORMATION OF COMMITTEE ON COMMITTEES a. Election of Chairman b. Scheduling of Committee on Committees Meeting Date MANAGER'S REPORT ALDERMEN COMMENTS MAYORAL COMMENTS ADJOURNMENT City of Des Plaines, in compliance with the Americans With Disabilities Act, requests that persons with disabilities, who require certain accommodations to allow them to observe and/or participate in the meeting(s) or have questions about the accessibility of the meeting(s) or facilities, contact the ADA Coordinator at 391-5486 to allow the City to make reasonable accommodations for these persons. ODEs PLAINES Date: May 2, 2019 To: Mayor and Members of City Council From: Michael G. Bartholomew, City Manager Subject: Purchase of 769 Holiday Lane COMMITTEE OF THE WHOLE #3B. CITY MANAGER'S OFFICE 1420 Miner Street Des Plaines, IL60016 P: 847.391.5488 desplaines.org Issue: For the City Council to consider purchasing 769 Holiday Lane for the purpose of leasing the property to the Des Plaines Self -Help Closet and Pantry. Analysis: The Self -Help Closet and Pantry is currently located at 600 East Algonquin Road. The City acquired the property through a grant received from the State of Illinois. The original lease agreement was for a 10 -year period with the Self -Help Closet and Pantry to lease the property for $1 per year. In 2010, the City Council renewed the agreement for a 3 -year term at a $1 per year. In July 2013, the City extended the lease at 600 East Algonquin Road for an additional 5 -year period. Background: On October 17, 2000, the City acquired 600 East Algonquin Road, the current location of the. Des Plaines Self -Help Closet and Pantry for $200,000 of which the full amount was reimbursed to the City through grants received. The Des Plaines Self -Help Closet and Pantry has out grown its current location. They routinely rent a self - storage building to store the donations they receive. The plan going forward is that the City would purchase 769 Holiday Lane, make needed repairs, and lease the building to the Des Plaines Self -Help Closet and Pantry. The Pantry would then contribute $125,000 to the needed repairs. Once relocated, the City would sell the current location at 600 East Algonquin Road to help offset the cost of repairs. Recommendation: I recommend that the City Council authorize the City Manager to enter into a purchase and sale agreement for 769 Holiday Lane in the amount of $265,000 with a 90 -day due diligence period for the purpose of leasing the property to the Des Plaines Self -Help Closet and Pantry. Attachments: Attachment 1— Resolution R-95-19 Exhibit A — Purchase Agreement Page 1 of 26 CITY OF DES PLAINES RESOLUTION R - 95 - 19 A RESOLUTION APPROVING THE PURCHASE OF THE PROPERTY LOCATED AT 769 HOLIDAY LANE. WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the City to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance; and WHEREAS, the Holiday Property, LLC is the record title owner ("Owner") of that certain property commonly known as 769 Holiday Lane in the City ("Property"); and WHEREAS, the Property consists approximately 21,125 and is improved with a single story masonry structure; and WHEREAS, the Owner has offered to sell the Property to the city for $265,000; and WHEREAS, the Owner desires to purchase the Property and lease it to the Self -Help Closet and Pantry subject to certain pre -conditions; and WHEREAS, the City desires to allocate funds available in the City's FY 2019 appropriation ordinance contingency funds for the purchase of the Property; and WHEREAS, the City Council has determined that it is in the best interest of the City to purchase the Property from the Owner; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Des Plaines, Cook County, Illinois, in the exercise of its home rule powers, as follows: SECTION 1: RECITALS. The foregoing recitals are incorporated into, and made a part of, this Resolution as findings of the City Council. SECTION 2: APPROVAL OF PURCHASE. The City Council hereby approves the purchase of the Property from the Owner in the total not -to -exceed amount of $265,000, pursuant to and in substantial accordance with the terms of that certain "Real Estate Purchase and Sale Agreement" attached to, and by this reference made a part of, this Resolution as Exhibit A ("Purchase Agreement") SECTION 3: AUTHORIZATION TO EXECUTE PURCHASE AGREEMENT. The City Council hereby authorizes and directs the Mayor, the City Manager, and the City Clerk to execute and seal, on behalf of the City, the Purchase Agreement in a final form to be approved by the General Counsel. 1 Attachment 1 Page 2 of 26 SECTION 4: FUND TRANSFER. The City Council hereby approves and directs the City Manager to allocate sufficient funds for the purchase of the Property from the City's appropriation ordinance contingency funds. SECTION 5: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. PASSED this day of , 2019. APPROVED this day of , 2019. VOTE: AYES NAYS ABSENT MAYOR ATTEST: Approved as to form: CITY CLERK Peter M. Friedman, General Counsel DP -Resolution Approving the Purchase of 769 Holiday Ln for Self -Help Pantry #67329196_v2 2 Attachment 1 Page 3 of 26 REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of , 2019 (the "Effective Date") by and between the CITY OF DES PLAINES, an Illinois home -rule municipal corporation ("Purchaser"), and Holiday Property, LLC, an Illinois limited liability company ("Seller"). In consideration of the recitals and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser (collectively, the "Parties") agree as follows: Section 1. Recitals. A. Parcel. The Seller owns fee simple title to that certain real property consisting of an approximately 27,125 square foot rectangular parcel commonly known as 769 Holiday Lane, in Des Plaines, Illinois, and which is legally described on Exhibit A attached hereto (the "Parcel"). B. Property Description. Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, (i) the Parcel, (ii) the improvements thereon, (iii) all easements, tenements, riparian rights, hereditaments, privileges and appurtenances that run with or are appurtenant to the Parcel, whether or not of record, (iv) the use of all appurtenant and assignable rights-of-way, if any, abutting, adjacent to, contiguous to, or adjoining the Parcel, and (v) all licenses, permits and franchises issued by any government authority relating to the development, use, or operation of the Parcel, running to or in favor of Seller (collectively, the "Property"), subject to this Agreement. Section 2. Incorporation of Recitals. The Recitals are incorporated into this Agreement. Section 3. Purchase and Sale; Purchase Price. A. Purchase Price. Seller shall sell the Property to Purchaser, and Purchaser shall purchase the Property from Seller, subject to the terms of this Agreement. The purchase price for the Property is $265,000.00 ("Purchase Price"). B. Earnest Money. Purchaser will deliver to Chicago Title Insurance Company ("Title Company"), 10 S. LaSalle St., Chicago, Illinois, 60603, as escrowee ("Escrowee"), by wire of immediate available funds the sum of $25,000 ("Earnest Money") no later than 5 business days after the Effective Date. Escrowee will hold the Earnest Money pursuant to the form strict joint order escrow agreement then in use by the Escrowee with such changes as may be necessary to conform to this Agreement. C. Balance of Purchase Price. Purchaser shall pay the Purchase Price, plus or minus prorations, credits, and adjustments as provided in this Agreement, at the Closing through a Closing Escrow (defined in Section 10 below) by wire transfer in accordance with wire instructions proved by the Title Company. D. Interest on Earnest Money. Purchaser will pay any fee charged by the Escrowee for placement of the Earnest Money in an interest bearing account and will sign such 1 #66558407_v5 Exhibit A Page 4 of 26 documents as required by Escrowee. Any interest earned on the Earnest Money shall be credited to Purchaser at the Closing. Section 4. Parties' Preliminary Obligations and Rights. A. Seller's Deliveries. Within 2 business days after the Effective Date, Seller shall deliver to Purchaser and Purchaser's attorney copies of all of the following pertaining to the Property in its possession or control: (i) any and all unrecorded leases, tenancies, licenses, easements, and occupancy rights, all amendments thereto, and all correspondence and notices related thereto; (ii) existing survey(s) of the Property; (iii) any environmental reports, including Phase I and Phase II reports; (iv) any and all notices and correspondence regarding compliance with laws, including environmental and zoning laws; (v) all contracts and services agreements binding on the Property and (vi) any unrecorded easements, licenses, or other rights to occupy or use the Property (collectively "Seller's Deliveries"). Seller shall deliver a cover letter with Seller's Deliveries certifying that copies of all of Seller's Deliveries have been delivered to Purchaser and its attorneys. B. Title Commitment. Seller will obtain a commitment from the Title Company to issue to Purchaser at Closing an ALTA Owner's Title Insurance Policy (2006 version) (i) in the amount of the Purchase Price, (ii) with the following endorsements: an extended coverage endorsement over all standard exceptions, Access and Location Endorsements insuring access to the State Route No. 83 and an Encroachment Endorsement, if an encroachment is identified on the Survey and if the Title Company will issue such Encroachment Endorsement, (iii) insuring good, marketable, and insurable title to the Property, and (iv) with coverage over any "gap" period, all subject only to the Permitted Exceptions (as defined in Section 5.B.4) (the "Title Policy"). Seller shall pay the cost for the Title Policy with the aforementioned endorsements and Purchaser will pay for any other endorsements it requests. C. Surveys and Plats. Seller will obtain an ALTA/NSPS standard survey ("Survey") of the Property, that (a) is prepared by a surveyor, (b) will be certified in favor of Seller, Purchaser and the Title Company, (c) complies with all requirements of the Title Company that are conditions to the removal of the survey exception from the standard printed exceptions in the Title Commitment, (d) includes the Table A Items 1, 2, 3, 4, 7a, 7b, 8, 9, 10 a, 11, 15, 19, and 20, and (e) is provided to Purchaser in digital format (in NAD 83 State Plane Coordinates if possible), and Seller shall provide six copies of the Survey to Purchaser. Seller shall pay the cost for the Survey. D. Environmental Assessment. Beginning on the Effective Date, Purchaser may cause to be performed one or more (i) environmental assessments, reviews, or audits, including without limitation a Phase I site assessment, of or related to the Property, (ii) tests or borings of the soil on the Property, (iii) asbestos testing of any improvements located on the Parcel, and (iv) other investigations or analyses concerning the environmental and physical condition of the Parcel (collectively, "Environmental Assessments"). At Seller's request, Purchaser shall provide a copy of any completed Environmental Assessment to Seller. Purchaser shall indemnify Seller from and against any damages to the Property caused by or arising out of the Environmental Assessments if caused by Purchaser and is not a pre-existing condition 2 #66558407_v5 Exhibit A Page 5 of 26 Section 5. Due Diligence Period. A. Period and License. During the period that begins on the Effective Date and ends on the ninetieth (90th) day after the Effective Date ("Due Diligence Period"), Purchaser may conduct such investigations, inspections, reviews, and analyses of or with respect to the Property as Purchaser desires ("Due Diligence Activities"). The Due Diligence Activities may include, without limitation, reviews of Seller's Deliveries, the Title Commitment, the Survey, and the Environmental Assessments. Seller hereby grants to Purchaser a license during the Due Diligence Period, for the use of Purchaser and its agents and contractors, to conduct Due Diligence Activities on the Property at any time upon 1 business day's prior notice to Seller. Purchaser shall indemnify Seller from and against any damage caused by the Due Diligence Activities if caused by Purchaser and not a pre- existing condition. B. Review of Title Commitments and Surveys. 1. Identification of Unpermitted Exceptions and Commitment to Cure. Upon the later of (i) the 60th day after the Effective Date and (ii) the 10th business day following Purchaser's receipt of the Title Commitment and the Survey, Purchaser shall send written notice ("Title Objection Notice") identifying any matter identified in such Title Commitment or Survey that Purchaser determines, will adversely affect Purchaser's intended redevelopment of the Property, (the "Unpermitted Exceptions"), and the Seller commits, either to (a) terminate the contract based upon such Unpermitted Exceptions, or (b) not cure the Unpermitted Exceptions, or (c) cure or remove the Unpermitted Exception at Seller's cost, or (d) cause the Title Company to insure over the Unpermitted Exceptions ("Commitment to Clear Exceptions"). Notwithstanding the process identified in this Section 5.B.1, the following are Unpermitted Exceptions, whether or not identified by Purchaser, that Seller must cure, and not merely insure over, prior to or at the Closing, and that Seller will be deemed to commit to cure in the Commitment to Clear Exceptions, whether or not Seller identifies them therein (collectively, the "Must Cure Exceptions"): (1) each mechanics', materialmen's, repairmen's, contractors' or other lien that encumbers the Property, unless the lien arises from the acts of Purchaser, (ii) each mortgage, security deed, and other security instrument that encumbers the Property, and (iii) all past due Real Estate Taxes (defined in Section 10.F) applicable to the Property, and (iv) each judgment against Seller that may constitute a lien against the Property. Notwithstanding anything to the contrary in this Agreement, the Seller will cause the Title Company to issue an Access and Location Endorsement insuring access from the Property to State Route No. 83 and an Encroachment Endorsement over the encroachment of the building on the property to the south of the Property onto the Property if such encroachment is identified in the Survey and if the Title Company will issue such Encroachment Endorsement. 2. Purchaser's Option to Close or Terminate. If, in its Title Objection Notice Response, Seller does not make a Commitment to Clear Exceptions with respect to all Unpermitted Exceptions and if Seller has not elected to terminate this Agreement, then Purchaser, within 10 business days after receiving such Title Objection Notice Response, shall send Seller a written notice (a "Closing/Termination Notice") electing to either: (i) proceed with the Closing, in which case Purchaser will be deemed to have accepted the uncleared or uninsured Unpermitted Exceptions and shall accept Seller's Deed at Closing subject to the uncleared or uninsured Unpermitted Exceptions (except for the Must Cure Exceptions, which Seller must cure prior to or at closing) or 3 #66558407_v5 Exhibit A Page 6 of 26 (ii) terminate this Agreement. If Purchaser fails to give a Closing/Termination Notice as provided above at least three (3) days prior to Closing, Purchaser will be deemed to have elected to proceed with the Closing and shall accept the uncleared or uninsured Unpermitted Exceptions (except for the Must Cure Exceptions, which Seller must cure prior to or at closing), as set forth in this Section 5.B.2. 3. Seller's Compliance with Commitment to Clear Exception. If Seller makes a Commitment to Clear Exceptions with respect to some or all Unpermitted Exceptions, then, Seller shall deliver to Purchaser an updated Title Commitment, showing that all Unpermitted Exceptions that Seller committed to clear in the Commitment to Clear Exceptions have been cleared. If it fails to do so, then Purchaser, at any time, may either (i) proceed with the Closing and deduct from the Purchase Price the amount reasonably necessary to clear the Unpermitted Exception that Seller committed to, but failed to, clear, in which case Purchaser will be deemed to have accepted the uncleared or uninsured Unpermitted Exception and shall accept Seller's Deed at Closing subject to the uncleared or uninsured Unpermitted Exception or (ii) terminate this Agreement. 4. Permitted Exceptions. Any matter of record shown in the Title Commitment that is (i) not objected to by Purchaser in a Title Objection Notice or (ii) is an uncleared or uninsured Unpermitted Exception that is deemed accepted by Purchaser pursuant to Section 5.B.2 or Section 5.B.3, is a "Permitted Exception." 5. Effect of Termination. In the event of a termination pursuant to Section 5.B.1, 5.B.2 or Section 5.B.3, neither party shall have any claim or obligation under this Agreement except for those rights, liabilities and obligations that expressly survive the termination of this Agreement. C. Review of Environmental Assessments; Environmental Work. (i) #66558407_y5 FXhibit A Remediation Notice. If Purchaser determines through its review of an Environmental Assessment, that there exists within the Property a condition that (a) may require environmental clean-up, remediation, or (in the case of underground and above ground storage tanks (collectively, "Storage Tanks")) removal, and (b) may adversely affect Purchaser's intended redevelopment of the Property (an "Environmental Condition"), then, before the end of the Due Diligence Period, Purchaser may send Seller either (a) a written notice terminating this Agreement, in which event neither party shall have any further liability to the other or (b) a written notice describing all clean-up work, remediation work, and removal of Storage Tanks that is required with respect to the Property (collectively, the "Environmental Work") in reasonable detail and requesting that Seller either (1) perform or cause to be performed the described Environmental Work before the Closing or (2) provide Purchaser with a credit at Closing (the "Remediation Credit") for the costs and expenses of the Environmental Work (a "Remediation Notice"). 4 Page 7 of 26 (ii) Seller's Obligation to Complete Environmental Work; Remediation Notice Response. With respect to a Remediation Notice timely submitted during the Due Diligence Period, then within 15 days after receiving the Remediation Notice, Seller shall provide Purchaser with a written notice (a "Remediation Notice Response") stating whether Seller (a) will comply with Purchaser's request to perform the Environmental Work before the Closing or provide a Remediation Credit at the Closing or (b) declines to perform the Environmental Work before, or provide the Remediation Credit at, the Closing. If Seller does not timely provide a Remediation Notice Response, it will be deemed to have declined to either perform the Environmental Work or provide a Remediation Credit. If Seller declines to perform the Environmental Work before the Closing or provide the requested Remediation Credit, then Purchaser may terminate this Agreement within 10 days after Seller's Remediation Notice Response or the last day Seller has to make its Remediation Notice Response. (iii) Performance of Environmental Work. If Seller elects to complete Environmental Work in response to a Remediation Notice, then Seller, at its own expense, shall hire a reputable and competent contractor selected by Seller to complete the Environmental Work before the Closing. D. Purchaser's Right to Terminate. In addition to its termination rights pursuant to Section 5.B and 5.C, not later than the last day of the Due Diligence Period (the "Approval Deadline"), Purchaser may deliver to Seller a written notice stating that, based on the results of the Due Diligence Activities, the Property are not suitable for Purchaser's intended uses, as determined by Purchaser in its sole and absolute discretion, and that Purchaser has elected to terminate this Agreement ("Termination Notice"). E. Restoration. If a Due Diligence Activity damages the Parcel, and Purchaser does not acquire the Property, then Purchaser shall restore the Parcel to a condition that is substantially the same as its condition prior to the performance of such Due Diligence Activity and Purchaser shall indemnify Seller from all claims arising therefrom except for claims from pre-existing conditions. Section 6. Representations and Warranties. A. General Representations and Warranties. As modified by Seller's deliveries or such representation that is specifically within Purchaser's knowledge as the City of Des Plaines, Seller and Nancy Bufalino ("Seller's Members") represents and warrants to Purchaser that, as of the date hereof and as of the date of Closing: (i) Seller has not entered into any agreements or granted any options pursuant to which any third party has the right to acquire all or any portion of the Property or any interest therein; (ii) there are not now and will not be at Closing, any leases, tenancies, licenses, concessions, franchises, options or rights of occupancy or purchase, service, 5 #66558407_v5 Exhibit A Page 8 of 26 maintenance, or other contracts that which will be binding upon Purchaser or the Property after the Closing; (iii) the Property are not affected by or subject to: (a) any pending or, to the best of Seller's knowledge, threatened condemnation suits, or similar proceedings, (b) other pending or, to the best of Seller's knowledge, threatened claims, charges, complaints, petitions, or unsatisfied orders by or before any administrative agency or court, or (c) any pending or, to the best of Seller's knowledge, threatened claims, suits, actions, complaints, petitions, or unsatisfied orders by or in favor of any party whatsoever; (iv) to the best of Seller's knowledge, there are no threatened requests, applications, or proceedings to alter or restrict the zoning or other use restrictions applicable to the Property; (v) to the best of Seller's knowledge, there are no unrecorded easements, liens, or encumbrances affecting the Property; (vi) Seller has received no written notice of, and to the best of Seller's knowledge, there is not any violation of any law, ordinance, order, regulation, or requirement, including, but not limited to, building, zoning, environmental, safety, and health ordinances, statutes, regulations, and requirements issued by any governmental body or agency having jurisdiction over the Property; (vii) to the best of Seller's knowledge and except as disclosed in the Environmental Assessments (a) any use of the Property for the generation, storage or disposal of any (1) asbestos, (2) petroleum, (3) explosives, (4) radioactive materials, wastes or substances, or (5) any substance defined as "hazardous substances" or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42. U.S.C. 9601, et seq., the Hazardous Materials Transportation Act (49 U.S.C. 1802), the Resource Conservation and Recovery Act (42 U.S.C. 6901), or in any other Applicable Law (as defined in 14.D.2) governing environmental matters ("Environmental Laws") (collectively, "Hazardous Materials") has been in compliance with all Environmental Laws, (b) there are not any Hazardous Materials present on the Property, (c) the Property is currently in compliance with all Environmental Laws; and (d) there are currently no Storage Tanks on the Property and any Storage Tanks formerly located on the Property were removed in compliance with all Environmental Laws; (viii) except as disclosed in Seller's Deliveries, Seller has received no written notice of (a) any pending or threatened action or proceeding arising out of the presence of Hazardous Materials on the Property or (b) any alleged violation of any Environmental Laws; (ix) Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986; 6 #66558407_v5 Exhibit A Page 9 of 26 (x) Seller has the requisite power and authority to enter into and perform the terms of this Agreement and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary trustee, executory, and individual action and authority, do not violate any agreement to which Seller is a party, and no other proceedings on Seller's part are necessary in order to permit Seller to consummate the transaction contemplated hereby; and (xi) Neither Seller nor any of its affiliates have (a) commenced a voluntary case, or had entered against them a petition, for relief under any applicable law relative to bankruptcy, insolvency, or other relief for debtors, (b) caused, suffered, or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator, or similar official in any federal, state, or foreign judicial or non - judicial proceeding to hold, administer, and/or liquidate all or substantially all of their respective assets, (c) had filed against them any involuntary petition seeking relief under any applicable law relative to bankruptcy, insolvency, or other relief to debtors, or (d) made a general assignment for the benefit of creditors. (xii) each person executing this Agreement on behalf of Seller is fully authorized to do so and, by doing so, to bind Seller to its obligations under this agreement. Seller's Members individually and on behalf of the Seller, shall review all representations and warranties set forth in this Section 6 to confirm all representations and warranties set forth in this Section 6 are true, accurate, and complete on and as of Closing. B. Survival; Indemnification. Seller's representations and warranties shall survive Closing for twelve (12) months. Seller agrees to indemnify, hold harmless, and defend Purchaser, from and against any and all claims, demands, losses, liens, costs, expenses (including reasonable attorneys' fees and court costs), damages, liabilities, judgments, or decrees of any kind or nature which are caused by, result from, arise out of, any material inaccuracy in Seller's representations or warranties contained herein. Section 7. Seller's Covenants and Agreement. Seller covenants and agrees with Purchaser from the Effective Date until the Closing: (i) Seller shall not make, enter into, grant, amend, extend, renew or grant any waiver or consent under any lease, tenancy, easement, license or other agreement allowing the use or occupancy of all or any portion of the Property, without Purchaser's prior written consent, (ii) Seller shall not enter into or amend any contracts, agreements or undertakings that will be binding upon Purchaser or the Property, without Purchaser's prior written consent, (iii) Seller shall not create, or allow the creation of, any encumbrance on the title of the Property, without Purchaser's prior written consent (except for any Permitted Exceptions), 7 #66558407_v5 Exhibit A Page 10 of 26 (iv) Seller shall not take any action, directly or indirectly, to encourage, initiate, or engage or participate in discussions or negotiations with any third party concerning a potential sale of all or any portion of, or any interest in, the Property, (v) Seller shall promptly inform Purchaser of any developments which would cause any of its representations or warranties contained in this Agreement to be no longer materially accurate, (vi) Deliberately Omitted, (vii) Seller, at its own expense, and before Closing, shall complete all Environmental Work which it has agreed to perform in accordance with Section 5.0 above, and (viii) Seller shall continue to maintain and keep the Property in its current condition, use commercially reasonable efforts to comply with all Applicable Laws materially affecting it, and pay taxes and mortgage payments on it as they become due. Section 8. Bulk Sales/Illinois Income Tax Withholding. At least 20 days prior to the Closing, Seller shall (and if it does not, Purchaser may, with Seller's full cooperation) notify the Illinois Department of Revenue (the "Department") of the intended sale of the Property and request the Department to make a determination as to whether Seller has an assessed, but unpaid, amount of tax, penalties, or interest under 35 ILCS 5/902(d) or 35 ILCS 120/5j (collectively the "Bulk Sale Act"). At or prior to the Closing, Seller shall deliver to Purchaser evidence that the sale of the Property to Purchaser hereunder is not subject to, and does not subject Purchaser to liability under the Bulk Sale Act ("Release"). At least 45 days prior to the Closing, Seller shall (and if it does not, Purchaser may with Seller's full cooperation) notify the Cook County Department of Revenue (the "Cook County") of the intended sale of the Property and request the Cook County to make a determination as to whether Seller has an assessed, but unpaid, amount of tax, penalties, or interest under the Cook County Code Section 34.92 (collectively part of the "Bulk Sale Act"). At or prior to the Closing, Seller shall deliver to Purchaser evidence that the sale of the Property to Purchaser hereunder is not subject to, and does not subject Purchaser to liability under the Bulk Sale Act (collectively, "Release"). At least 20 days prior to the Closing, Seller shall (and if it does not, Purchaser may with Seller's full cooperation) notify the Illinois Department of Employment Security (the "IDES") of the intended sale of the Property and request the IDES to make a determination as to whether Seller has an assessed, but unpaid, amount of tax, penalties, or interest under the Section 2600 of the Illinois Unemployment Insurance ACT (collectively part of the "Bulk Sale Act"). At or prior to the Closing, Seller shall deliver to Purchaser evidence that the sale of the Property to Purchaser hereunder is not subject to, and does not subject Purchaser to liability under the Bulk Sale Act (collectively, "Release"). Purchaser may, at the Closing, deduct and withhold from the proceeds that are due Seller the amount necessary to comply with the withholding requirements imposed by the Bulk Sale Act, provided that such amounts are deposited in escrow at Closing and released to Seller upon obtaining a release from the Department or otherwise satisfying any amounts due under the Bulk Sale Act. Seller shall indemnify, defend and hold harmless Purchaser, and its commissioners, officers, employees, agents, successors and assigns, harmless 8 #66558407_v5 Exhibit A Page 11 of 26 from any and all obligations, liabilities, claims, demands, losses, expenses, or damages arising from Seller's failure to (i) provide any required notice of its sale of the Property to the appropriate state, county, or municipal governmental authorities, (ii) pay any and all taxes and other amounts due in connection with its ownership, operation or sale of the Property, or (iii) otherwise comply with any bulk sales laws of the State of Illinois or Cook County. The foregoing indemnity shall survive the Closing Date. Section 9. Conditions Precedent to Closing. Purchaser's obligation to close is subject to each and all of the following conditions being satisfied by Seller, or waived in writing by Purchaser (the "Closing Contingencies"): (1) all of Seller's representations and warranties contained in this Agreement, must be materially true and correct on the date hereof and to the extent required by this Agreement, as of the Closing Date, (ii) Seller must have timely performed all of its obligations under this Agreement, (iii) all conditions precedent to Purchaser's obligation to close on the transaction contemplated in this Agreement must have been satisfied or waived as of the Closing Date, (iv) Seller must have delivered all items required to be delivered by Seller pursuant to Section 10.C, and (v) the Title Company has issued or is irrevocably committed to issue the Title Policy. Purchaser may inspect the Property within forty-eight (48) hours prior to the Closing Date to determine whether the Closing Contingencies have been satisfied. If a Closing Contingency is not satisfied because of a default by Seller after applicable notice and cure periods have expired, Purchaser will have all of its rights under Section 14.E.1. Section 10. Closing. A. Conveyance and Possession. At Closing, Seller shall convey fee simple title to the Property to Purchaser by delivery of Seller's warranty deed ("Seller's Deed") in recordable form conveying fee simple title to the Property, subject only to Permitted Exceptions. Seller shall deliver full and complete possession of the Property to Purchaser upon Closing. Seller shall deliver the Property to Purchaser in its condition as of the Effective Date, except to the extent that Seller has agreed to perform, and has completed, Environmental Work, and except for ordinary wear and tear and subject to casualty, to the extent accepted by Purchaser provided Purchaser receives compensation for such casualty pursuant to Section 11. B. Time, Place; Closing Escrow. (i) #66558407_1/5 Exhibit A Time. The Closing will occur (i) no later than the 30th day following the later of (a) the expiration of the Due Diligence Period and (b) the fifteenth (15t) day after the completion of any Environmental Work that Seller is required, 9 Page 12 of 26 or has agreed, to complete or provide a Remediation Credit for; or (ii) on another date mutually agreed to in writing by the Parties (the "Closing Date"). (iii) Place. The Closing will be at the office of the Title Company at 10 S. LaSalle St., Chicago, Illinois. The Parties need not physically attend a Closing. (iii) Closing Escrow. On or before the Closing, Purchaser and Seller shall establish an escrow in the usual form of deed and money escrow agreement then in use by Title Company with such changes made as may be necessary to conform with the provisions of this Agreement (a "Closing Escrow"). The Closing will be a "New York" style closing. C. Seller Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, in each case, fully executed (as applicable), in form and substance satisfactory to Purchaser: (i) evidence reasonably satisfactory to the Title Company of the authority of Seller to consummate the Closing, to the extent such authority is not apparent in the documents recorded when Seller acquired title to the Property, (ii) Seller's Deed and other instruments of transfer and conveyance transferring the Property, free of all liens other than the Permitted Exceptions, (iii) to the extent required by the Title Company, a "gap" undertaking in customary form and substance for the "gap" period" through the applicable Closing Date or the date of recording, as the case may be, (iv) a current form of ALTA Statement in customary form and substance as required by the Title Company, (v) a counterpart to the closing statement, (vi) real estate transfer declarations or exemptions required by Applicable Laws, (vii) all other documents, certificates, forms and agreements required by this Agreement or Applicable Law or customarily required by the Title Company, in order to close the transaction, including any instrument, assurance or deposit required for the Title Company to insure over Unpermitted Exceptions in such form, terms, conditions and amount as may be required by the Title Company, (viii) a non -foreign affidavit sufficient in form and substance to relieve Purchaser of any and all withholding obligations under Section 1445 of the Internal Revenue Code, 10 #665584072v5 Exhibit A Page 13 of 26 (ix) a signed Pro Forma title policy. (x) An agreement to reprorate the real estate taxes on the Property in the form attached as Exhibit B pursuant to 10.F, (xi) An Affidavit of Title in a form reasonably acceptable to Purchaser. (xii) A bill of sale (with general warranty of title) conveying to Purchaser any the personal property noted on Exhibit C, (xiii) Releases from the State of Illinois and Cook County for the Bulk Sale Acts, and (xiv) A release of liens from all real estate brokers, finders and salespersons with respect to this Agreement. D. Purchaser's Closing Deliveries. At Closing, Purchaser shall deliver or cause to be delivered to Seller the following, in each case, fully executed (as applicable) and in form and substance reasonably satisfactory to Seller: (i) the Purchase Price, subject to the credits and other adjustments contemplated herein, (ii) a counterpart to the closing statement, (iii) to the extent required by the Title Company, a "gap" undertaking in customary form and substance for the "gap" period" through the applicable Closing Date or the date of recording, as the case may be, (iv) a current form of ALTA Statement in customary form and substance as required by the Title Company, (v) real estate transfer declarations or exemptions required by Applicable Laws, (vi) all other documents, certificates, forms and agreements required by this Agreement or Applicable Law or customarily required by the Title Company, in order to close the transaction, and (vii) Certified and recordable copies of the ordinances, and resolutions, associated with this Agreement. E. Closing Costs. At Closing, Seller shall pay (i) 50% of the Title Company's closing fees related to such Closing, (ii) Seller's attorneys' fees related to such Closing, (iii) the Remediation Credit, if any, applicable to Environmental Work completed prior to such Closing, (iv) the cost of the Title Policy and the endorsements identified in 4.B.(ii), and (v) the cost of the Survey. Purchaser shall pay (i) 50% of the Title Company's closing fees related to such Closing, (ii) 100% of the costs incurred in recording the Seller's Deed, and any other document required to be recorded by any entity providing funding to Purchaser, (iii) any costs incurred in 1I 466558407_v5 Exhibit A Page 14 of 26 connection with Purchaser's Due Diligence Activities related to the Due Diligence Period, (iv) Purchaser's attorneys' fees related to such Closing, and (v) the cost of any additional endorsements to the Title Policy requested by Purchaser. F. Prorations. All ad valorem, special tax roll, or other real estate taxes, charges, and assessments, including special assessments and special service area taxes, affecting the Property (collectively, "Real Estate Taxes") shall be prorated on an accrual basis and on a per diem basis to and including the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year of the authority levying the same. If any Real Estate Taxes are assessed against the Property as of Closing Date, then Seller shall give to Purchaser a credit at the Closing based on 110% of the last tax bill and the Parties agree that when the actual Real Estate Tax bill is issued that they will re - prorate the amount due. The Parties agree to sign the Tax Reproration Agreement attached as Exhibit B. All water, sewer, and other utility charges, if any, shall be prorated as of Closing. Section 11. Casualty; Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Property occurring prior to the Closing. If prior to the Closing all or a material portion of the Property is condemned, damaged or destroyed by an insured casualty, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy and receiving an assignment from Seller of Seller's right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrowee within ten (10) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction. If, prior to the Closing, a portion of the Property is condemned, damaged or destroyed and such portion is not a material portion of the Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller's right, title and interest in any unpaid awards or payments. For purposes of this Section 11, the term "material portion" shall mean greater than ten percent (10%) of the value of the Property or an absence of reasonable access to the Property. If the damage or destruction arises out of an uninsured risk, Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser. Section 12. Brokers. Seller and Purchaser each represents and warrants to the other that it knows of no broker or other person or entity who has been instrumental in submitting or showing the Property to Purchaser other than Akton Realty Corporation ("Broker") and Seller will pay any and all commissions and fees due to Broker so that Broker will provide a Release of Lien. If any broker or other person that is claiming by, through or under Seller asserts a claim against Broker for a broker's commission, finder's fee, or similar payment in connection with the transactions contemplated in this Agreement, then Seller shall indemnify and hold harmless the 12 #66558407_v5 Exhibit A Page 15 of 26 Purchaser from and against any damage, liability or expense, including costs and reasonable attorneys' fees that Purchaser incurs because of such claim. Section 13. Patriot Act. A. Definitions. All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) ("Patriot Act") and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, and the USA FREEDOM Act dated June 2, 2015 are collectively referred to as the "Patriot Rules" and are incorporated into this Section. B. Representations and Warranties. Purchaser and Seller hereby represent and warrant, each to the other, that each and every "person" or "entity" affiliated with each respective party or that has an economic interest in each respective party or that has or will have an interest in the transaction contemplated by this Agreement or in any property that is the subject matter of this Agreement or will participate, in any manner whatsoever, in the purchase and sale of the Property is, to the best of Purchaser's or Seller's knowledge: (i) not a "blocked" person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224, (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury ("OFAC'), (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to each other for review and inspection during normal businessjhours and upon reasonable prior notice, (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Rules, (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules, (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules, and (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list 13 #66558407_v5 Exhibit A Page 16 of 26 promulgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules. C. Mutual Notice; Termination. Each party covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, the party that receives such notice shall immediately notify the other (the "Non -Blocked Party") and the effect of the issuance of a notice pursuant to the Patriot Rules is that the Non - Blocked Party may elect to either: (i) obtain permission from OFAC to proceed with the Closing, in which case, the Closing Date shall be delayed until such permission is obtained, or (ii) send written notice to the other party terminating this Agreement, in which event the Parties shall have no further rights or obligations under this Agreement, except for those rights, liabilities or obligations that survive a termination of this Agreement. Section 14. General Provisions. A. Integration; Modification, This Agreement constitutes the entire agreement between the Parties pertaining to the Property and supersedes all prior agreements, understandings, and negotiations pertaining thereto. This Agreement may be modified only by a written amendment or other agreement that is lawfully approved and executed by the Parties. B. Further Actions. The Parties shall execute all documents and take all other actions consistent with this Agreement that are reasonably necessary to consummate the transactions contemplated in this Agreement. C. Confidentiality. Parties shall keep all negotiations, information, and documents related to this Agreement (including without limitation any appraisals or financial information) (collectively, "Negotiation Information"), strictly confidential and shall not disclose (and shall cause its attorneys consultants, and agents not to disclose) Negotiation Information to any third party, without the other party's prior written consent, which consent may be granted or withheld. The obligations of this Section will survive Closing or the termination of this Agreement. Nothing in this Section will be deemed to prohibit disclosure of any information that is generally available to the public or is required to be disclosed pursuant to the Illinois Freedom of Information Act (140 ILCS 5/1 et seq.). D. Interpretation. (i) Presumption. There is no presumption that this Agreement is to be construed for or against Seller or Purchaser, or either party as the principal author of the Agreement. Instead, this Agreement shall be interpreted in accordance with the general tenor of the language in an effort to reach the intended result. (ii) Compliance with Applicable Laws; Governing Law. In performing their obligations under this Agreement, the Parties shall comply will all applicable federal, state, and local statutes, regulations, requirements, ordinances, and other laws ("Applicable Laws"). The internal laws of the 14 #66558407_v5 Exhibit A Page 17 of 26 State of Illinois, without regard to its conflict of laws rules, shall govern the interpretation of this Agreement. (iii) Headings and Exhibits. The Section headings in this Agreement are used as a matter of convenience and do not define, limit, construe or describe the scope or intent of the text within such headings. The following Exhibits attached hereto are incorporated herein as an integral part of this Agreement: Exhibit A: Exhibit B: Exhibit C: Legal Description of Property Tax Reproration Agreement List of Personal Property (iv) Non -Waiver. Except as expressly provided in this Agreement, the mere failure by a party to insist upon the strict performance of any obligation of this Agreement or to exercise any right or remedy related to a default thereof shall not constitute a waiver of its rights. If a party waives a right under this Agreement, that waiver shall not be deemed a waiver of any other right. (v) Severability. If any provision of this Agreement is invalid or unenforceable against any party under certain circumstances, then this Agreement will be deemed to be amended by deleting such provision. This Agreement will be enforceable, as amended, to the fullest extent allowed by Applicable Laws and so long as the amendment does not result in a failure of consideration. (vi) Time. Time is of the essence in the performance of this Agreement. If any date upon which action is required under this Agreement is a Saturday, Sunday, or legal holiday, the date will be extended to the first business day after such date that is not a Saturday, Sunday or legal holiday. E. Enforcement. 1. Default. a. Purchaser Default. If Purchaser fails to perform an obligation under this Agreement or any representation or warranty is untrue or made to become untrue as a result of an act or omission of Purchaser and Purchaser does not, within 5 days after receiving written notice from Seller of such failure, either (i) cure such failure or (ii) if such failure cannot reasonably be cured within 5 days, commence and diligently pursue a cure for such failure, then Purchaser will be in default of this Agreement and Seller may terminate this Agreement and receive the Earnest Money as its sole and exclusive remedy. b. Seller Default. If (i) Seller fails to perform an obligation under this agreement or (ii) any representation or warranty made by Seller hereunder is untrue when made or becomes materially untrue as the result of an act or omission of Seller, and Seller does not, within 5 days after receiving written notice from Purchaser of such failure, either (i) cure such failure or take 15 #66558407_v5 Exhibit A Page 18 of 26 action to cause such representation or warranty to become materially true or (ii) if such failure cannot reasonably be cured within 5 days or if such action cannot reasonably be completed within 5 days, commence and diligently pursue a cure for such failure or such action, then Seller will be in default of this Agreement and Purchaser may (i) terminate this Agreement or (ii) pursue any other remedy available at law or equity, including without limitation an action for specific performance. Without limiting Purchaser's rights under the preceding sentence, if (i) a representation or warranty made by Seller becomes materially untrue, but not as the result of an act or omission of Seller, then Purchaser may only terminate this Agreement. 2. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns, however, this Agreement may not be assigned by either party without the written consent of the other party. 3. Prevailing Party Attorney Fees. In any litigation filed to enforce this Agreement, the prevailing Party will be entitled to recover from the other Party its reasonable attorney's fees, litigation expenses, and court costs at trial and on appeal that are incurred in such litigation. 4. Venue. Venue for any litigation concerning the enforcement of this Agreement will be in the Circuit Court of Cook County, Illinois, or the Federal District Court for the Northern District of Illinois. F. Execution of Agreement. 1. Board Approval Required. (a) Effectiveness: Irrevocable Offer. Purchaser acknowledges that (1) this Agreement is not effective until it is approved by Seller's City Council in accordance with Applicable Laws and executed by the Seller's Mayor, (2) by executing this Agreement and delivering it to Seller, Purchaser has made an offer to Seller to enter into this Agreement, (3) such offer may be accepted by the lawful approval of the Agreement by Seller's City Council, and (4) that such offer is irrevocable until May 10, 2019. (b) Consideration. Seller acknowledges that Seller's good faith consideration of this Agreement and Purchaser's irrevocable offer, is adequate consideration for Seller's agreements in this Section. 2. Counterparts and Effectiveness. The Parties may execute this Agreement in multiple counterparts, all of which taken together will constitute a single Agreement binding on the Parties, notwithstanding that the Parties are not signatories to the same counterpart. This Agreement will be deemed fully executed, and effective as of the Effective Date, when each party has executed at least one counterpart. Any signature of a party to this Agreement that is sent by that party to the other party via a telefax transmission or via an email transmission in a PDF format shall be deemed a binding signature hereto. Each party shall deliver an original signature to the other party upon the other party's request. 16 #66558407_y5 Exhibit A Page 19 of 26 3. Representations and Warranties. Purchaser and Seller its successors and assigns represents and warrants to each other that (i) or it has the requisite power and authority to enter into and perform the terms of this Agreement, (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have been duly authorized by all necessary action and authority and (b) do not violate any agreement to which it is a party, and (iii) no other proceedings on its part are necessary in order to permit him, her, or it to consummate the transactions contemplated hereby, and (iv) the person executing this Agreement on its behalf, is fully authorized to execute this Agreement, and, by doing so, to bind or it to the obligations under this Agreement. G. Notices. Notices under this Agreement must be delivered (i) personally, (ii) by overnight delivery by a nationally recognized courier service, or (iii) by email, with the notice also being sent personally, by overnight delivery as set forth above, or by regular U.S. mail. Notices under this agreement must be sent to the following addresses or to such other or further addresses as a party may hereafter designate by notice: if to Purchaser: with a copy to: if to Seller: with a copy to: CITY OF DES PLAINES 1420 Miner St. Des Plaines, Illinois 60016 Attn.: Michael Bartholomew, City Manager Email: mbartholomew@desplaines.org Holland & Knight LLP 131 South Dearborn, 30th Floor Chicago, Illinois 60603 Attn: Peter Friedman Email: peter.friedman@hklaw.com Holiday Property, LLC Attn: Nancy Bufalino 250 E. Pearson, Unit 1701 Chicago, Illinois 60611 Email: nancy1701@comcast.net Braun, Browne & Associates, P.C. 300 Saunders Road, Suite 100 Riverwoods, IL 60015 Attn: Glenn A. Browne Email: gbrowne@bbapc.com Any notice shall be deemed given upon actual receipt or refusal of recipient to accept delivery. Nothing in this Section will be deemed to invalidate a notice that is actually received, even if it is not given in strict accordance with this Section. 17 #66558407_v5 Exhibit A Page 20 of 26 H. Time of Essence. Time is of the essence to this Agreement and to all dates and time periods set forth herein. [SIGNATURE PAGE FOLLOWS] 18 #66558407_v5 Exhibit A Page 21 of 26 The undersigned execute this Agreement on the dates next to their signatures and acknowledge that this Agreement will become effective as of the Effective Date. PURCHASER: CITY OF DES PLAINES, an Illinois home rule municipality By: Name: Matthew A. Bogusz Title: Mayor ATTEST: By: Name: Title: City Clerk SELLER: HOLIDAY PROPERTY, LLC By: Name: Nancy Bufalino Title: Member 19 #66558407_v5 Exhibit A Page 22 of 26 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY PARCEL 1: THAT SOUTH 175 FEET OF THE NORTH 420 FEET (EXCEPT THE EAST 1033.0 FEET THEREOF AND EXCEPT THAT PART LYING WEST OF A LINE 200.0 FEET EAST OF AND PARALLEL WITH THE CENTER LINE OF STATE ROUTE 83 OF THE SOUTH 34 ACRES OF THE WEST HALF (1/2) OF THE NORTHWEST QUARTER (1/4) OF SECTION 24, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 2: EASEMENT FOR INGRESS AND EGRESS FOR THE BENEFIT OF PARCEL 1 AS SET FORTH IN THE DECLARATION OF EASEMENT DOCUMENT 18331503 AND DESCRIBED AS FOLLOWS: THE SOUTH 66.0 FEET OF THE NORTH 245 FEET (AS MEASURED AT RIGHT ANGLES TO THE NORTH LINE THEREOF) OF THAT PART OF THE SOUTH 34 ACRES OF THE WEST HALF (1/2) OF THE NORTHWEST QUARTER (1/4) OF SECTION 24, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, LYING WEST OF THE EAST 900 FEET AS MEASURED ON THE NORTH AND SOUTH LINE THEREOF AND LYING EAST OF STATE ROUTE 83, IN COOK COUNTY, ILLINOIS. PARCEL 3: A TRACT OF LAND COMPRISED OF: THE WEST 200 FEET OF THE SOUTH 175 FEET OF THE NORTH 420 FEET OF THE SOUTH 34 ACRES OF THE WEST HALF (1/2) OF THE NORTHWEST QUARTER (1/4) OF SECTION 24, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THAT PORTION THEREOF TAKEN IN CONDEMNATION IN CASE #68L11499 IN THE CIRCUIT COURT OF COOK COUNTY ILLINOIS, DESCRIBED AS FOLLOWS: THE WEST 50 FEET OF THE SOUTH 175 FEET OF THE NORTH 420 FEET OF THE SOUTH 34 ACRES OF THE WEST HALF (1/2) OF THE NORTHWEST QUARTER (1/4) OF SECTION 24, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.) EXCEPTING THEREFROM THE FOLLOWING PARCEL OF LAND: BEGINNING AT THE NORTHWEST CORNER OF SAID TRACT OF LAND; THENCE EASTERLY ON THE NORTH LINE OF SAID TRACT OF LAND AFOREDESCRIBED, A DISTANCE OF 95.86 FEET TO A POINT IN A LINE; THENCE SOUTHERLY ON SAID LINE A DISTANCE OF 175 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT 94.83 FEET EAST OF THE SOUTHWEST CORNER THEREOF; THENCE WESTERLY ON SAID SOUTH LINE A DISTANCE OF 94.83 FEET TO THE SOUTHWEST CORNER OF SAID TRACT OF LAND; THENCE NORTHERLY ON THE WEST LINE OF SAID TRACT OF LAND, A DISTANCE OF 175.00 FEET TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS. #66558407_y5 Exhibit A Page 23 of 26 P.I.N.s: 08-24-102-028-0000 Commonly known as 769 Holiday Lane, Des Plaines, Illinois #66558407_v5 Exhibit A Page 24 of 26 EXHIBIT B TAX REPRORATION AGREEMENT The undersigned, Nancy Bufalino and HOLIDAY PROPERTY LLC, an Illinois limited liability company (jointly "Seller"), and the CITY OF DES PLAINES, an Illinois home -rule municipal corporation, (the "City"), under a certain real estate sale contract dated May , 2019 for the purchase and sale of property commonly known as 769 Holiday Lane. Des Plaines, Illinois (the "Property"), hereby agree the parties will re -prorate the 2018 real estate taxes, payable in 2019, and the 2019 real estate taxes, payable in 2020, assessed or imposed upon the Premises on the basis of the actual 2018 and 2019 year tax bill. Seller agrees that Seller will promptly pay to Purchaser within thirty (30) days after receipt of a copy of the actual second installment real estate tax bill through the date of closing any increase, if any, between the actual tax bill and the amount credited to Purchaser at closing. Purchaser agrees that Purchaser will promptly pay to Seller within thirty (30) days after receipt of a copy of the actual real estate tax bill any decrease, if any, between the actual tax bill through the date of closing and the amount credited to Purchaser at the closing. Note that the 2019 real estate taxes will be prorated to and including the date of closing. Any collection expenses, including court costs and reasonable attorney's fees, shall be paid by the party owing the money after the foregoing 30 day time period has elapsed. Dated this _ day of , 2019. SELLER: PURCHASER: Nancy Bufalino and Holiday Property LLC City of Des Plaines, An Illinois hone rule corporation #66558407_v5 Exhibit A BY: ITS: Page 25 of 26 EXHIBIT C PERSONAL PROPERTY Any and all personal property located on the Property including but not limited to the following: All heating, cooling, electrical and plumbing systems, smoke and carbon monoxide detectors, all security systems, if any, all lighting fixtures, all kitchen fixtures including pizza ovens; prep tables; stoves, deep fryers, griddle, refrigerators, freezers, all refrigeration equipment; all televisions, screens, audio equipment, tables and chairs. Seller shall have ten business days after the Effective Date to confirm the existence of the above noted personal property and to add any additional personal property, if agreed to , by the Purchaser. All personal property is to be transferred in its "as—is" condition. Seller agrees she will properly remove the 55 gallon drum located in the wooden trash corral on the Property prior to the Closing. #66558407_v5 Exhibit A Page 26 of 26