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6415 DEMPSTER
4 CHICAGO TITLE AND TRUST COMPANY 5215 OLD ORCHARD #400 SKOKIE, IL 60077 ESCROW TRUST DISBURSEMENT STATEMENT DISBURSEMENT DATE: November 27, 2013 REFER TO: CLAUDIA BRAD PHONE: (847) 677-3410 FAX: (847) 673-0645 ESCROW TRUST NO. SK201362219-001 PARTIES: WBazianos @baughdaltonlaw.com TITLE ORDER NO. 01412-SA9712015 TERRY LISTON CASH RECEIPTS: 11/27/13 VILLAGE OF MORTON GROVE AND --BUYER FUNDS 1,401,095.00 $ 1,401, 095.00 DISBURSEMENTS: 01) PRORATIONS/CREDITS - Seller SELLER CREDIT FOR BUYER SHORTAGE 299.00- TOTAL PRORATIONS 299.00- PURCHASE PRICE 1,400,000.00 ADJUSTED PURCHASE PRICE $1,399,701.00 $1,399,701.00 02) CHICAGO TITLE AND TRUST COMPANY - Seller's Charges Re: Title Order No. 01412-SA9712015 ESCROW FEE 725.00 NY CLOSING FEE 200.00 EXTENDED COVERAGE 300.00 TITLE INSURANCE 1, 750.00 COMMITMENT UPDATE FEE 100.00 WIRE FEE 40.00 STATE OF ILLINOIS TITLE AGENT REG FEE 3.00 CLOSING PROTECTION LETTER - SELLER 50.00 TI FEE FOR TAXES 175.00 RECORDING MORTGAGE 158.00 TRANSFER TAX 1,400.00 COUNTY TAX 700.00 $5,601.00 $5,601.00 03) WILLIAM S. BAZIANOS AGENT SPLIT 1,750.00 $1,750.00 04) DESIGNTEK SURVEYING MECHANICS LIEN 5,367.00 $5,367.00 05) DESIGNTEK ENGINEERING MECHANICS LIEN 5,182.00 $5,182.00 06) IPX 1031 FEE 750.00 $750.00 CB9 11/27/13 14:01 NOTE: * - Indicates items Paid Outside of Closing. ESCROW TRUST NO. SK201362219-001 PAGE NO. 2 07) WILLIAM S. BAZIANOS, ESQ. SELLER ATTY FEE 14,621.50 $14, 621.50 08) CHICAGO TITLE TI FOR TAXES PER TITLE EXCEPTION 144,000.00 $144,000.00 09) WILLIAM Z BAZIANOS AS ESCROWEE ��JJ ESCROW —�f'�52,345.33 II�� $52,345.33 10) PAYOFF EXISTING LOAN WITH: NORTH SHORE COMMUNITY BANK & TRUST CO. BALANCE 500, 000.00 $500, 000.00 11) IMAGINE PROPERTY 777, LLC NET PROCEEDS TO SELLER $670,084.17 12) PRORATIONS/CREDITS - Buyer SELLER CREDIT FOR BUYER SHORTAGE 299 .00 TOTAL PRORATIONS 299.00 PURCHASE PRICE 1,400,000.00 ADJUSTED PURCHASE PRICE $1,399,701.00 $1,399,701.00 13) CHICAGO TITLE AND TRUST COMPANY - Buyer's Charges Re: Title Order No. 01412-SA9712015 ESCROW FEE 725.00 NY CLOSING FEE 200.00 ENDORSEMENTS - INFLATION ENHANCEMENT 250.00 POLICY UPDATE FEE 100.00 WIRE FEE 40.00 CLOSING PROTECTION LETTER - BUYER 25.00 ESTIMATED RECORDING CHARGE 54.00 $1,394 .00 $1,394.00 14) VILLAGE OF MORTON GROVE TOTAL DISBURSEMENT AMOUNT $1,401,095.00 TOTAL BUYER RECEIPTS $1,401,095.00 OVERDEPOSIT TO BUYER J $0.00 DISBURSEMENTS APPROVED: 7/ DATE FORSELLR ( 4041R Es ERA 1 CB9 11/27/13 14:01 NOTE: • - Indicates items Paid Outside of Closing. ESCROW TRUST NO. SK201362219-001 PAGE NO. 3 DATE FOR LENDER DATE , ii e DATE '` ' - -FOR CHICAGO TITLE AND TRUST L ,l ,mot -44 ekiredt6661(1' h _ii x ze, re,id", (sit> CB9 11/27/13 14:01 NOTE: * - Indicates items Paid Outside of Closing. © CHICAGO '1'1"I'LE AND TRUST COMPANY 5215 OLD ORCHARD #400 SKOKIE, IL 60077 ESCROW TRUST DISBURSEMENT STATEMENT DISBURSEMENT DATE: November 27, 2013 REFER TO: CLAUDIA BRAD PHONE: (847) 677-3410 FAX: (847) 673-0645 ESCROW TRUST NO. SK201362219-001 PARTIES: WBazianos @baughdaltonlaw.com TITLE ORDER NO. 01412-SA9712015 TERRY LISTON CASH RECEIPTS: 11/27/13 VILLAGE OF MORTON GROVE AND --BUYER FUNDS 1,401,095.00 $ 1,401, 095.00 DISBURSEMENTS: 01) PRORATIONS/CREDITS - Seller SELLER CREDIT FOR BUYER SHORTAGE 299.00- TOTAL PRORATIONS 299.00- PURCHASE PRICE 1,400,000.00 ADJUSTED PURCHASE PRICE $1,399,701.00 $1,399,701.00 02) CHICAGO TITLE AND TRUST COMPANY - Seller's Charges Re: Title Order No. 01412-SA9712015 ESCROW FEE 725.00 NY CLOSING FEE 200.00 EXTENDED COVERAGE 300.00 TITLE INSURANCE 1,750.00 COMMITMENT UPDATE FEE 100.00 WIRE FEE 40.00 STATE OF ILLINOIS TITLE AGENT REG FEE 3.00 CLOSING PROTECTION LETTER - SELLER 50.00 TI FEE FOR TAXES 175.00 RECORDING MORTGAGE 158.00 TRANSFER TAX 1,400.00 COUNTY TAX 700.00 $5,601.00 $5,601.00 03) WILLIAM S. BAZIANOS AGENT SPLIT 1,750.00 $1,750.00 04) DESIGNTEK SURVEYING MECHANICS LIEN 5,367.00 $5,367.00 05) DESIGNTEK ENGINEERING MECHANICS LIEN 5,182.00 $5,182.00 06) IPX 1031 FEE 750.00 $750.00 CB9 11/27/13 14:01 NOTE: * - Indicates items Paid Outside of Closing. • ESCROW TRUST NO. SK201362219-001 PAGE NO. 2 07) WILLIAM S. BAZIANOS, ESQ. SELLER ATTY FEE 14,621.50 $14, 621.50 08) CHICAGO TITLE TI FOR TAXES PER TITLE EXCEPTION 144,000.00 $144,000.00 09) WILLIAM Z BAZIANOS AS ESCROWEE / ESCROW 'V452,345.33 7f $52,345.33 10) PAYOFF EXISTING LOAN WITH: NORTH SHORE COMMUNITY BANK & TRUST CO. BALANCE 500,000.00 $500,000.00 11) IMAGINE PROPERTY 777, LLC NET PROCEEDS TO SELLER $670,084.17 12) PRORATIONS/CREDITS - Buyer I/AL SELLER CREDIT FOR BUYER SHORTAGE A 299.00 TOTAL PRORATIONS 299.00 PURCHASE PRICE 1,400,000.00 ADJUSTED PURCHASE PRICE $1,399,701.00 $1,399,701.00 13) CHICAGO TITLE AND TRUST COMPANY - Buyer's Charges Re: Title Order No. 01412-SA9712015 ESCROW FEE 725.00 NY CLOSING FEE 200.00 ENDORSEMENTS - INFLATION ENHANCEMENT 250.00 POLICY UPDATE FEE 100.00 WIRE FEE 40.00 CLOSING PROTECTION LETTER - BUYER 25.00 ESTIMATED RECORDING CHARGE 54.00 $1,394.00 $1,394.00 14) VILLAGE OF MORTON GROVE TOTAL DISBURSEMENT AMOUN'i' $1,401,095.00 TOTAL BUYER RECEIPTS $1,401, 095.00 OVERDEPOSIT TO BUYER $0.00 it DISBURSEMENTS APPROVED: / 011741--- DATE FOR SELLER 4011R Bs Rill.,bt, AY, CB9 11/27/13 14:01 NOTE: * - Indicates items Paid Outside of Closing. ESCROW TRUST N0. SK201362219-001 PAGE NO. 3 DATE FOR,LENDER 1 DATE u DATE 1 "FOR CHICAGO TITLE AND TRUST JI N 42 49 lit tie il te13667r f 70 .ii-i, 7/4v 0 1 ,// rrr1 1 6 , 7(u ? — 4 .rDO =ter / / a� (jai %i; l J-'r it CB9 11/27/13 14:01 NOTE: * - Indicates items Paid Outside of Closing. 0 CHICAGO TITLE AND TRUST COMPANY 5215 OLD ORCHARD #400 SKOKIE, IL 60077 ESCROW TRUST DISBURSEMENT STATEMENT DISBURSEMENT DATE: November 27, 2013 REFER TO: CLAUDIA BRAD PHONE: (847) 677-3410 FAX: (847) 673-0645 ESCROW TRUST NO. SK201362219-001 PARTIES: WBazianos @baughdaltonlaw.com TITLE ORDER NO. 01412-SA9712015 TERRY LISTON CASH RECEIPTS: 11/27/13 VILLAGE OF MORTON GROVE AND --BUYER FUNDS 1,401,095.00 $ 1,401, 095.00 DISBURSEMENTS: 01) PRORATIONS/CREDITS - Seller SELLER CREDIT FOR BUYER SHORTAGE 299.00- TOTAL PRORATIONS 299.00- PURCHASE PRICE 1,400, 000.00 ADJUSTED PURCHASE PRICE $1,399,701.00 $1,399,701.00 02) CHICAGO TITLE AND TRUST COMPANY - Seller's Charges Re: Title Order No. 01412-SA9712015 ESCROW FEE 725.00 NY CLOSING FEE 200.00 EXTENDED COVERAGE 300.00 TITLE INSURANCE 1,750.00 COMMITMENT UPDATE FEE 100.00 WIRE FEE 40.00 STATE OF ILLINOIS TITLE AGENT REG FEE 3.00 CLOSING PROTECTION LETTER - SELLER 50.00 TI FEE FOR TAXES 175.00 RECORDING MORTGAGE 158.00 TRANSFER TAX 1,400.00 COUNTY TAX 700.00 $5,601.00 $5,601.00 03) WILLIAM S. BAZIANOS AGENT SPLIT 1,750.00 $1,750.00 04) DESIGNTEK SURVEYING MECHANICS LIEN 5,367.00 $5,367.00 05) DESIGNTEK ENGINEERING MECHANICS LIEN 5, 182.00 $5,182.00 06) IPX 1031 FEE 750.00 $750.00 CB9 11/27/13 14:01 NOTE: * - Indicates items Paid Outside of Closing. ESCROW TRUST NO. SK201362219-001 PAGE NO. 2 07) WILLIAM S. BAZIANOS, ESQ. SELLER ATTY FEE 14,621.50 $14,621.50 08) CHICAGO TITLE TI FOR TAXES PER TITLE EXCEPTION 144, 000.00 $144,000.00 09) WILLIAM Z BAZIANOS AS ESCROWEE ESCROW 52,345.33 $52,345.33 10) PAYOFF EXISTING LOAN WITH: NORTH SHORE COMMUNITY BANK & TRUST CO. BALANCE - 500, 000.00 $500,000.00 11) IMAGINE PROPERTY 777, LLC NET PROCEEDS TO SELLER $670, 084.17 12) PRORATIONS/CREDITS - Buyer SELLER CREDIT FOR BUYER SHORTAGE 299.00 TOTAL PRORATIONS 299.00 PURCHASE PRICE 1,400, 000.00 ADJUSTED PURCHASE PRICE $1,399,701.00 $1,399,701.00 13) CHICAGO TITLE AND TRUST COMPANY - Buyer's Charges Re: Title Order No. 01412-SA9712015 ESCROW FEE 725.00 NY CLOSING FEE 200.00 ENDORSEMENTS - INFLATION ENHANCEMENT 250.00 POLICY UPDATE FEE 100.00 WIRE FEE 40.00 CLOSING PROTECTION LETTER - BUYER 25.00 ESTIMATED RECORDING CHARGE 54.00 $1,394.00 $1,394.00 14) VILLAGE OF MORTON GROVE TOTAL DISBURSEMENT AMOUNT $1,401,095.00 TOTAL BUYER RECEIPTS $1,401, 095.00 OVERDEPOSIT TO BUYER ��,/// $0.00 DISBURSEMENTS APPROVED: �/ t DATE FOR SELL W2 / R B R /i. n CB9 11/27/13 14:01 NOTE: * - Indicates items Paid Outside of Closing. ESCROW TRUST NO. SK201362219-001 PAGE NO. 3 DATE FOR LENDER DATE ' „ T ^_ DATE ' "FOR CHICAGO TITLE AND TRUST i J CB9 11/27/13 14:01 NOTE: * - Indicates items Paid Outside of Closing. THIS INSTRUMENT WAS PREPARED BY: William S. Bazianos,Esq. 135 South LaSalle, Ste. 2100 Chicago, Illinois 60603 MAIL AFTER RECORDING TO: Teresa Hoffman Liston, Esq. Village of Morton Grove 6101 Capuline Avenue EXEMPT-PURSUANT TO SECTION 1-11-5 Morton Grove, Illinois 60053 VILLAGE OF MORTON GROVE REAL ESTATE TRANSFER STAMP EXEMPTION NO 08299 DATE I.I/ 9/(3 WARRANTY DEED ADDRESS C,Lt l 5 Qes 4p S1'e-t- SIC?-81:hwA >":"4-)a/&*._Io6oi.vE RENT FROM ceeo, BY ✓g�I-- THIS WARRANTY DEED is made this 27th day of November, 2013 by Imagine Property 777, LLC, an Illinois limited liability company ("Grantor"), having an address of 1601 Sherman Avenue, Evanston, Illinois, to Village of Morton Grove, an municipal corporation and a home rule unit of government located in Cook County, Illinois ("Grantee"), having an address of 6101 Capuline Avenue, Morton Grove,Illinois 60053. WITNESSETH, that the Grantor, for and in consideration of the sum of Ten and no/100 ($10.00) Dollars and other good and valuable consideration in hand paid by the Grantee, the receipt whereof is hereby acknowledged, by these presents does CONVEYS and WARRANTS unto the Grantee, its successors and assigns, FOREVER, all the land, situated in the County of Cook and State of Illinois known and described on Exhibit A attached hereto and made a part hereof(the "Premises"). Together with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, of the Grantor, either in law or equity, of, in and to the Premises, with the hereditaments and appurtenances: TO HAVE AND TO HOLD the Premises as above described, with the appurtenances, unto the Grantee, his heirs/successors and assigns forever. And the Grantor, for itself, and its successors and assigns, does covenant, promise and agree, to and with the Grantee, his heirs/successors and assigns, that during the period that Grantor has owned title to the Premises, it has not done or suffered to be done anything whereby the Premises hereby granted are, or may be, in any manner encumbered or charged, except for general real estate taxes not due and payable at the time of Closing, covenants, conditions, and restrictions of record, building lines and easements, applicable zoning and building laws, ordinances, restrictions and acts suffered or done by the Grantee if any, so long as they do not interfere with the current use and enjoyment of the Premises ("Permitted Title Exceptions"); and that subject to such Permitted Title Exceptions, the Grantor will warrant and forever defend the Premises for the period that Grantor owned title to the Premises against all persons lawfully claiming by, through or under the Grantor, but not otherwise. IN WITNESS WHEREOF, said Grantor has caused its name to be signed to these presents the day and year first above written. GRANTOR: Imagine Property 777,LLC By: ^u� Name: Thdodore Mavrakis Title:Manager MAIL TAX BILLS TO: Village of Morton Grove 6101 Capuline Avenue Morton Grove, Illinois 60053 STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) I, William S. Bazianos, a notary public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that Theodore Mavrakis, the Manager of Imagine Property 777, LLC, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument ashis/her/their free and voluntary act in his/her/their capacity as , for the uses and purposes therein set forth. GIVEN under my hand and official seal this 27th day of November, 2013 . Official Seal Wil liam S Bazianns Notary Public State of minois blic My Commission E_xcirof 06/2012017 J My Commission Expires 6771/1 1 {SEAL} EXHIBIT A LEGAL DESCRIPTION PARCEL 1: LOTS 2 AND 3 IN AUGUST C. FIEDLER'S SUBDIVISION OF NORTHEAST 1/4 OF SECTION 19,TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 2: LOT 1 (EXCEPT THE NORTH 10 FEET THEREOF TAKEN FOR WIDENING OF DEMPTSTER STREET)IN AUGUST C. FIEDLER'S SUBDIVISION IN THE NORTHEAST 1/4 OF SECTION 19, TOWNSHIP 41 NORTH, RANGE 13,EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. Common Address: 6415 Dempster Street& 8707-8 Lincoln Avenue,Morton Grove, IL PIN(S): 10-19-202-001-0000 10-19-202-002-0000 10-19-202-003-0000 10-19-202-014-0000 10-19-202-015-0000 PERSONAL UNDERTAKING (GAP) WHEREAS, the Company, hereinafter referred to as the "Company', is about to issue its title insurance policy or policies or commitments therefor,all hereinafter referred to as the"Title Insurance Policy",No. 1412 SA9712015 LP1 in respect to the land described therein. AND WHEREAS, the Company has raised as title exceptions on the Title Insurance Policy certain defects, liens, encumbrances, adverse claims or other matters,all hereinafter referred to as"Exceptions to Title",described as follows: All rights,interests,liens,claims,encumbrances,or defects in title or any of them,or any rights existing by reason of the consequence thereof or growing out thereof subsequent to DATE OF RECORDING AND WHEREAS,the Company has been requested to issue the Title Insurance Policy, and may hereafter, in the ordinary course of its business,issue title insurance policy or policies or commitments therefor in the form or forms now or then commonly used by the Company,or issue hold harmless or indemnity letters to induce other title insurance companies to issue title insurance policies or commitments therefor, in respect to the land or to some part or parts thereof, or interests therein, all of the foregoing being hereafter referred to as"Future Policies or Commitments",either free and clear of all mention of the aforesaid Exceptions to Title, or insuring against loss or damage by reason thereof; NOW THEREFORE, in consideration of the issuance of the Title Insurance Policy as aforesaid, the undersigned, jointly and severally, for themselves, heirs, personal representatives, and assigns do hereby/ covenant and agree with the Company: (1) to forever fully protect, defend, and save the Company harmless from and against a]the Exceptions to Title,in and from any and all loss,costs,damages,attorneys'fees,and expenses of every kind and nature which it may suffer,expend or incur under,or by reason, or in consequence of the Title Insurance Policy on account, or in consequence, or growing out of the Exceptions to Title or on account of the assertion or enforcement or attempted assertion or enforcement thereof or of any rights existing or hereafter arising, or which may be claimed to exist under, or by reason,or in consequence,or growing out of the Exceptions to Title or any of them including all reasonable amounts expended by the Company under this Agreement and also including loss,costs,damages,fees and expenses (including attorney's fees and expenses) incurred by the Company in enforcing this Agreement; (2) to provide for the defense, at their own expense, on behalf and for the protection of the Company and the parties insured or who may become insured,against loss or damage under the Title Insurance Policy(but without prejudice to the right of the Company to defend if it so elects) in all litigation consisting of actions or proceedings based on any Exceptions to Title which may be asserted or attempted to be asserted, established or enforced in, to, upon, against or in respect to the land or any part thereof, or interest therein; (3) to pay,discharge, satisfy,and remove from the title to the land,and clear from the public record all of the Exceptions to Title;and(4) that each and every provision herein shall extend and be in force concerning Future Policies or Commitments. The foregoing notwithstanding,it is hereby covenanted and agreed,and expressly made a part of this agreement,that the liability of the undersigned hereunder shall cease and determine at such time as the Company shall have completed all of its various title searches and examination thereof covering the date of NOVEMBER 13,2031 required for the issuance of the above policy; provided, however that (1) no rights, interests, liens, claims, encumbrances, or defects m title or any of them, or any rights existing by reason or in consequence thereof or growing out thereof are disclosed by the various title searches and examination thereof; (2) there is then pending no suit, action, or proceedings, either direct or collateral, to assert, establish, or enforce the said mentioned rights,interests,liens, claims, encumbrances,or defects in title,or in any of them,or any rights existing or arising by reason or in consequence thereof or growing out thereof; (3)that no judgment, order, or decree rendered in any such proceeding remains unsatisfied; and (4) that the undersigned is not in default in the performance of any of the terms, covenants, and conditions hereof. FOR CORPORATIONS FOR INDIVIDUALS IN WITNESS WHEREOF, the undersigned, being IN WITNESS WHEREOF,the undersigned have the hereinafter named corporation, has caused these executed this agreement this day of presents to be signed by its President and attested by - A.D. --- • its Secretary and has caused its..corporate seal to be hereto affixed this clay A.D. • (SEAL) ( ,, 5, ,-e p' e ( 77 7, L-c. c Address: BY: 7Aic-R.CLC )7 )2 -Pt ATTEST: �� (SEAL) Secretary ADDRESS OF CORPORATION: Address: /6c / S/ti;,rh Lo U Accepted and Approved By: Date: I/ /2 7/1 2 (NAME) FOR PARTNERSHIPS FOR LIMITED LIABILITY COMPANIES IN WITNESS WHEREOF,the undersigned,being the IN WITNESS WHEREOF,the undersigned,being the of partnership has of caused these presents to be signed by its Limited Liability Company has caused these presents to be signed by its this day of this day of A.D. A.D. By: By: ADDRESS OF PARTNERSHIP ADDRESS OF LIMITED LIABILITY CO. v, non PERSONAL UNDERTAKING (GAP) WHEREAS, the Company, hereinafter referred to as the "Company", is about to issue its title insurance policy or policies or commitments therefor, all hereinafter referred to as the"Title Insurance Policy",No. 1412 SA9712015 LP1 in respect to the land described therein. AND WHEREAS, the Company has raised as title exceptions on the Title Insurance Policy certain defects, liens, encumbrances, adverse claims or other matters, all hereinafter referred to as"Exceptions to Title",described as follows: All rights,interests,liens,claims,encumbrances,or defects in title or any of them,or any rights existing by reason of the consequence thereof or growing out thereof subsequent to DATE OF RECORDING AND WHEREAS, the Company has been requested to issue the Title Insurance Policy,and may hereafter, in the ordinary course of its business,issue title insurance policy or policies or commitments therefor in the form or forms now or then commonly used by the Company, or issue hold harmless or indemnity letters to induce other title insurance companies to issue title insurance policies or commitments therefor, in respect to the land or to some part or parts thereof, or interests therein, all of the foregoing being hereafter referred to as"Future Policies or Commitments",either free and clear of all mention of the aforesaid Exceptions to Title, or insuring against loss or damage by reason thereof; NOW THEREFORE, in consideration of the issuance of the Title Insurance Policy as aforesaid, the undersigned, jointly and severally, for themselves, heirs, personal representatives, and assigns do hereby covenant and agree with the Company: (1) to forever fully protect, defend, and save the Company harmless from and against all the Exceptions to Title,in and from any and all loss,costs,damages,attorneys'fees,and expenses of every kind and nature which it may suffer, expend or incur under,or by reason, or in consequence of the Title Insurance Policy on account, or in consequence, or growing out of the Exceptions to Title or on account of the assertion or enforcement or attempted assertion or enforcement thereof or of any rights existing or hereafter arising, or which may be claimed to exist under, or by reason, or in consequence, or growing out of the Exceptions to Title or any of them including all reasonable amounts expended by the Company under this Agreement and also including loss,costs, damages,fees and expenses (including attorney's fees and expenses) incurred by the Company in enforcing this Agreement; (2) to provide for the defense, at their own expense, on behalf and for the protection of the Company and the parties insured or who may become insured,against loss or damage under the Title Insurance Policy(but without prejudice to the right of the Company to defend if it so elects) in all litigation consisting of actions or proceedings based on any Exceptions to Title which may be asserted or attempted to be asserted, established or enforced in,to, upon, against or in respect to the land or any part thereof, or interest therein; (3) to pay,discharge, satisfy,and remove from the title to the land,and clear from the public record all of the Exceptions to Title; and (4) that each and every provision herein shall extend and be in force concerning Future Policies or Commitments. The foregoing notwithstanding,it is hereby covenanted and agreed,and expressly made a part of this agreement,that the liability of the undersigned hereunder shall cease and determine at such time as the Company shall have completed all of its various title searches and examination thereof covering the date of NOVEMBER 13,2031 ,required for the issuance of the above policy; provided, however that (1) no rights,interests, liens, claims, encumbrances, or defects in title or any of them, or any rights existing by reason or in consequence thereof or growing out thereof are disclosed by the various title searches and examination thereof; (2) there is then pending no suit, action, or proceedings, either direct or collateral, to assert, establish, or enforce the said mentioned rights,interests,liens,claims, encumbrances,or defects in title,or in any of them,or any rights existing or arising by reason or in consequence thereof or growing out thereof; (3)that no judgment, order,or decree rendered in any such proceeding remains unsatisfied; and (4) that the undersigned is not in default in the performance of any of the terms, covenants, and conditions hereof. FOR CORPORATIONS FOR INDIVIDUALS IN WITNESS WHEREOF, the undersigned, being IN WITNESS WHEREOF,the undersigned have the hereinafter named corporation, has caused these executed this agreement this day of presents to be signed by its President and attested by A.D. • its Secretary and has teased its.corporate seal to be hereto aff&�this �' I aye �: 417 A.D. Gam' SEA / ( yr 1 7[y'e Address: \�J ���CT LO' BY ,) �f / I�- (g f / '� (�'::S/ President ATTEST: • (SEAL) Secretary ADDRESS OF CORPORATION: Address: Accepted and Approved By: Date: (NAME) ..__ ...._ CR9 FOR PARTNERSHIPS FOR LIMITED LIABILITY COMPANIES IN WITNESS WHEREOF,the undersigned,being the IN WITNESS WHEREOF,the undersigned,being the of partnership has of caused these presents to be signed by its Limited Liability Company has caused these presents to be signed by its this day of this day of A.D. A.D. By: By: ADDRESS OF PARTNERSHIP ADDRESS OF LIMITED LIABILITY CO. NoI JSHORE November 26,2013 CoMMh.Th l 1 BANK 8 T R U S T C O M P A N Y* Imagine Properties 500 LLC 36 Park Lane Golf,IL 60029-3108 Re: 8380003071-1 Collateral: 6415 W.Dempster St and 8717 Lincoln Ave,Morton Grove,IL 60053 PIN#: 10-19-202-001-0000, 10-19-202-002-0000, 10-19-202-003-0000,10-19-202-014-0000 and 10-19-202-015-0000 Borrower: Imagine Properties 500 LLC To whom it may concern: Please be advised that on November 27,2013,we will accept full payment of the referenced loan. Payoff amount is subject to final audit. The payoff amount is broken down as follows: Current principal $500,000.00 Interest 0.00 Daily accrual of 0.0000000 Late charges 0.00 Total payoff $500,000.00 These figures are subject to change if the loan is floating with the prime rate of interest. Please confine the total payoff amount for the date payment will be made. If this is a line of credit,the line will be frozen and no further advances or checks will be honored. Payments must be made by certified funds,and interest should be calculated to the date that our office would receive the payoff funds by 3:00 P.M.Central Time. Payments received on Saturday will be credited the next business day and interest should be calculated accordingly. For mail, allow five business days for delivery. For each additional payoff letter a$25.00 fee will be charged. Please mail payoffs to: North Shore Community Bank Wire to:North Shore Community Bank Attn: Loan Operations 7800 Lincoln Avenue 7800 Lincoln Avenue Skokie,IL 60077 Skokie,IL 60077 ABA#071925444 Attn:Al Weel If you have any further questions,please contact me at(847)853-3578. Sincerely, <frar race-fir Matt Baker Loan Operations Administrator Member E..»..+n.... 1145 WILMETTE Avruue, WILMETTE, ILLINOIS 60091 847-853-1145 FAX 847-853-0159 FDIC THIS INSTRUMENT PREPARED BY: Christyl Marsh Cohen, Salk&Huvard,P.C. 630 Dundee Road, Suite 120 Northbrook,Illinois 60062 AND AFTER RECORDING MAIL TO: Imagine Property 777,LLC 1601 Sherman Avenue Evanston,Illinois 60201 Attn: Theodore Mavrakis PARTIAL RELEASE OF MORTGAGE Known All Men By These Presents, that NORTH SHORE COMMUNITY BANK & TRUST COMPANY, of the County of Cook and State of Illinois, for and in consideration of the partial payment of the indebtedness secured by the mortgage hereinafter mentioned,and of the sum of one dollar,the receipt whereof is hereby acknowledged,does hereby remise,convey,release and quit claim unto IMAGINE PROPERTY 777, LLC, an Illinois limited liability company, its successors and assigns all the right,title,interest,claim or demand whatsoever it may have acquired in,through or by(a)a certain Mortgage, Security Agreement,Assignment of Leases and Rents and Fixture Filing dated June 25,2012,and(b)a certain Assignment of Rents and Leases dated June 25, 2012, which were recorded in the Recorder's Office of Cook County, in the State of Illinois, as Document Nos. 1222955058 and 1222955059,respectively,to that portion of the premises therein described, situated in the County of Cook, State of Illinois, and legally described as follows: See Exhibit"A" attached hereto. PINS: 10-19-202-001-0000 (parcel 1) 10-19-202-002-0000 (parcel 3) 10-19-202-003-0000 (parcel 3) 10-19-202-014-0000 (parcel 3) 10-19-202-015-0000 (parcel 3) Address: 6415 Dempster Street, Morton Grove,Illinois 60053 (parcel 1) 8717 Lincoln Avenue, Morton Grove, Illinois 60053 (parcel 3) together with all the appurtenances and privileges thereunto belonging or appertaining.This release shall in no manner affect the lien of said Mortgage, Security Agreement,Assignment of Leases and Rents and Fixture Filing and Assignment of Rents and Leases as to the remainder of the premises described therein and not hereby specifically released. IN WITNESS WHEREOF, North Shore Community Bank & Trust Company has caused these presents to be signed by its S:-. U. (' , this c77'"day of November, 2013. North Shore Community Bank& Trust Company J % By: l// Name: ' LJ<e Title: e STATE OF ILLINOIS ) ) .ss COUNTY OF COOK ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that /9/2/7 4vte/ , ci e• V P. of NORTH SHORE COMMUNITY BANK&TRUST COMPANY,is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free and voluntary act for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal this .27th day of November, 2013. Notary Public My Commission Expires: /�_y .2.0/ OFFICIAL SEAL I NILDA FLORES NOTARY PUBLIC, STATE OF ILLINOIS I My Commission Expires Oct 09,2017 P EXFIIBIT A Legal Description of Premises PINS: 10-19-202-001-0000 (parcel 1) 10-19-202-002-0000 (parcel 3) 10-19-202-003-0000 (parcel 3) 10-19-202-014-0000 (parcel 3) 10-19-202-015-0000 (parcel 3) Address: 6415 Dempster Street, Morton Grove, Illinois 60053 (parcel 1) 8717 Lincoln Avenue, Morton Grove, Illinois 60053 (parcel 3) Parcel 1: Lot 1 (Except the North 10 feet thereof taken for widening of Dempster Street) in August C. Fielder's Subdivision in the Northeast 1/4 of Section 19,Township 41 North,Range 13,East of the Third Principal Meridian, in Cook County, Illinois. Parcel 3: Lots 2 and 3 in August C. Fielder's Subdivision in the Northeast 1/4 of Section 19, Township 41 North,Range 13,East of the Third Principal Meridian(excepting therefrom that portion of the land dedicated for Lincoln Avenue as described in plat of dedication recorded January 18, 2007 as document number 0701815117), in Cook County,Illinois. OCHICAGO 1'1'1'LE INSURANCE COMPANY 5215 OLD ORCHARD #400, SKOKIE, ILLINOIS 60077 ATEMENT REQUIRED FOR THE ISSUANCE OF ALTA OWNERS AND LOAN POLICIES Commitment No. 1412 SA9712015 LP1 Loan No. Date To the best knowledge and belief of the undersigned,the following is hereby certified with respect to the land described in the above commitment. I That,except as noted at the end of this paragraph,within the last six(6)months(a)no labor,service or materials have been furnished to improve the land, or to rehabilitate, repair, refurbish, or remodel the building(s)situated on the land; (b)nor have any goods, chattels,machinery, apparatus or equipment been attached to the building(s) thereon, as fixtures; (c) nor have any contracts been let for the furnishing of labor,service, materials, machinery,apparatus or equipment which are to be completed subsequent to the date hereof;(d)nor have any notices of lien been received,except the following,if any: 2. There are no revolving credit mortgages,line of credit mortgages, home equity loan mortgages,or other voluntary liens or mortgages affecting title, other than those shown on Schedule B of the Commitment,except the following,if any: / / ji 3, That all management fees,if any,are fully paid,except the followin ✓ l 4. That there are no unrecorded security agreements, leasesjiinancing statements,chattel mortgages or conditional sales agreements in respect to any appliances,equipment or chattels that have or are td become attached to the land or any improvements thereon as fixtures,except the following,if any: 5 That there are no unrecorded contra/rts or options to purchase the land,except the following,if any: / 6. That there are no unrecnrd leases,easements or other servitudes to which the land or building,or portions thereof,are subject,except the following,if any: "j That, in the event the undersigned is a mortgagor in a mortgage to be insured under a loan policy to be issued pursuant to the above commitment,the mortgage and the principal obligations it secures are good and valid and free from all defenses; that any person purchasing the mortgage and the obligations it secures, or otherwise acquiring any interest therein, may do so in reliance upon the truth of the matters herein recited; and that this certification is made for the purpose of better enabling the holder or holders,from time to time,of the above mortgage and obligations to sell,pledge or otherwise dispose of the same freely at any time,and to insure the purchasers or pledgees thereof against any defenses thereto by the mortgagor or the mortgagor's heirs,personal representative or assigns. 8, That,I/we am/are the purchaser(s) or mortgagor(s) of land improved with a residential dwelling not exceeding four units, and no current survey or mortgagee's inspection report has been furnished to or is available to me/us.[DELLII STATEMENT IF NOT APPLICABLE] The undersigned makes the above statement for the purpose of inducing Chirago Title Insurance Company to issue its owners or loan policy pursuant to the above commitment. -r�'/O / S�le,,ller or Owner Purchaser A />",..., t- ` •.„ a iv 0 - -. y Print Name �. G G� °, Print Name / 3,. v rs�. . o7 `* N. Qe �` Subscribed • syro�-n tup1foie me th{s�Qi d�C� Subscrib. d s�org t �f re�me tle�9 N ➢ > 0.daof /i [,� l ! l� 20 �': ' 77t�*4 r. of , "mm � cwy ,LA. .%1 'I-', 7o Aj k ( v o Q C':es l Not. —Pu i lic ao;N Notary ' blic 'A w LENDER'S'DISBURSEMENT STATEMENT 4 NI' ywF= The undersigned hereby certifies that the proceeds of the loan secured by the mortgage to be insured under the loan policy to be issued pursuant to the above commitment were fully disbursed to or on the order of the mortgagor on .You are hereby authorized to date down the above commitment to cover the date of said disbursement. Dated Signature STATE OF ILLINOIS) ) SS COUNTY OF COOK ) I, Ed Ramos, Village Clerk for the Village of Morton Grove in the County of Cook, in the State of Illinois, do hereby certify that the following, hereinafter described, are true and correct copies of the original documents which are part of the records of my office as such Village Clerk: Resolution 13-62 Authorizing the Village to Acquire Property Commonly Known as 6415 Dempster, Morton Grove, Illinois I hereby subscribe my name as Village Clerk and affix the Official Corporate Seal of the Village of Morton Grove,this 26th day of November 2013. ' % ED RAMOUS, Village Clerk • Legislative Summary j - Resolution 13-62 AUTHORIZING THE VILLAGE OF MORTON GROVE TO ACQUIRE PROPERTY COMMONLY KNOWN AS 6415 DEMPSTER STREET, MORTON GROVE, ILLINOIS Introduced: November 25, 2013 Objective: To authorize the purchase of property commonly known as 6415 Dempster Street. Purpose: This property will be land banked for future redevelopment. Background: The Village through the years has acquired numerous pieces of property for possible future development. The property located at 6415 Dempster Street recently became available for purchase. This property is approximately 2.1 acres of vacant land on Dempster Street and could be resold to a Developer to further the economic development of the Village. Staff and the owner of the property have negotiated a "Letter of Intent" for the purchase of the property subject to the approval of the Village Board of Trustees. The terms of the Letter of Intent include: • Purchase Price$1.4 million; • Village shall have up to 45 days to obtain an appraisal and conduct an environmental testing; • Earnest money: $50,000; • Closing: December 31,2013,or sooner by mutual agreement; • Option: the Seller will grant the Village an option to buy 6421-6457 Dempster Street,Morton Grove, Illinois, for a period of eighteen(18) months. Funds for this purchase are available in the Lehigh/Ferris 111 Reserve Fund and have been budgeted in the 2013 Village budget. Programs, Departments Finance Department,Village Administrator, and Legal Department or Groups Affected: Fiscal Impact: $1,400,000 Source of Funds: Funds for the purchase have been budgeted in the Lehigh/Ferris Ill- Fund for 2013. Workload Impact: Corporation Counsel will handle the closing of this transaction as part of her normal workload. Administrator Approval as presented. Recommendation: Second Reading: Not Required Special Considerations or None Requirements: Administrator Approval I.Home,'Vi age Administrator r epared by: i �— Teresa F3of..'.,. Liston, Corporation Counsel RESOLUTION 13-62 AUTHORIZING THE VILLAGE OF MORTON GROVE TO ACQUIRE PROPERTY COMMONLY KNOWN AS 6415 DEMPSTER STREET, MORTON GROVE, ILLINOIS WHEREAS,the Village of Morton Grove(VILLAGE), located in Cook County,Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, it is in the best interest of the Village of Morton Grove to acquire the property commonly known as 6415 Dempster Street, Morton Grove, Illinois 60053 to be land banked for possible municipal use, or to further the economic development goals of the Village; and WHEREAS, the Village has sufficient funds in the Lehigh/Ferris lit Fund Reserves for the purchase and acquisition of properties; and WHEREAS, the cost to acquire this property has been budgeted in the Lehigh/Ferris HE Fund for fiscal year 2013; and WHEREAS,Village staff and the owner of the property have negotiated a"Letter of Intent" for the purchase of the property subject to the approval of the Village Board of Trustees; and WHEREAS, the terms of the Letter of Intent include: 1. The Purchase Price$1.4 million; 2. The Village shall have up to 45 days to obtain an appraisal and conduct an environmental testing. 3. Earnest money in the amount of$50,000 to be held by a mutually agreed escrowee—interest to accrue to the Village of Morton Grove. 4. Closing on December 31, 2013, or sooner by mutual agreement. 5. Option. The Seller will grant the Village an option to buy 6421-6457 Dempster Street, Morton Grove, Illinois, for a period of eighteen(18) months. NOW, THEREFORE BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth herein thereby making the findings as hereinabove set forth. SECTION 2: The Village Administrator and Corporation Counsel are hereby authorized to negotiate and the Village President and Village Clerk of the Village of Morton Grove are hereby authorized to execute a contract between the Village and the Owner of Record for the purchase of property commonly known as 6415 Dempster Street,Morton Grove, Illinois in substantial conformity with the terms and conditions set forth in the Letter of Intent dated October 30, 2013, a copy of which is attached hereto as Exhibit"A.". SECTION 3: The Village Administrator, Corporation Counsel and/or their designees are hereby authorized to prepare, execute, and deliver any documents or take any steps necessary to purchase said property pursuant to the contract. SECTION 4: This Resolution is an exercise of the home rule authority of the Village of Morton Grove and is intended to and, to the fullest extent allowed by the constitution of the State of Illinois, shall be construed as to supersede any contrary or conflicting state, county, or local rule or regulation. SECTION 5: This Resolution shall be in full force and effect from and after its passage, approval and publication according to law. PASSED this 25th day of November 2013. Trustee Grear 4YE Trustee Marcus , g Trustee Pietron IVE Trustee Thill EYE Trustee Toth /L7yE Trustee Witko RYE APPROVED by me this 25th day of November 2013. r Daniel P. DiMaria, illage President Village of Morton Grove Cook County, Illinois APPROVED and FILED in my office this 26th day of November 2013. Ed Ramos, Village Clerk Village of Morton Grove Cook County, Illinois EXHIBIT A 1 4 Y J Vile e of c5/1orton grove Office of the Mayor and Board of Trustees October 30. 2013 Mr. Ted Mavrakis Mavrakis Properties 1601 Sherman Ave Evanston. Illinois 60201 Re: Letter of Intent Regarding the Purchase of 6415 Dempster Street and Option for Purchase of 6421 —6457 Dempster Street. Morton Grove. Illinois Dear Mr. Mavrakis: The following is the Village of Morton Grove's Letter of Intent to purchase that property commonly [mown as 6415 Dempster Street, Morton Grove, Illinois (the"Vacant Parcel")with an option to purchase the property commonly known as 6421-6457 Dempster Street.Morton Grove, Illinois(the "Strip Mall"), subject to the terms and conditions set forth herein. 1. The Property As used in this letter "the Property" and the"Vacant Parcel" means the 2.1 acre land parcel with a common address of 6415 Dempster Street on the south of Dempster Street. east of Lincoln Avenue with the following Permanent Index Numbers 10-19-202-001-0000.10-19- 202-002-0000.10-19-202-003-0000.10-19 202-014-0000 and 10-19-202-015-0000. '_. The Option Parcel The "Option Parcel"and the"Strip Mall" means the approximately 32,950 square foot property south of Dempster Street west of Lincoln Avenue.. and east of the Metra railroad tracks. improved with a retail shopping center with a common address of 6421-6457 Dempster Street and a Permanent Index Number of 10-19-201-004-000. 3. Parties Sellers— Ted Mavrakis, Mavrakis Properties. or owner of record. Purchaser— Village of Morton Grove. a home rule municipal corporation ("Purchaser' or "the Village"or its designee or assignee). 4, Purchase Price Purchaser shall pay up to $1.4 million for the Property subject to an appraisal to be completed for that property at the Village's expense and subject to the Investigation contingency set forth Richard T. Flickinger Municipal Center 6101 Capulina Avenue ^ Morton Grove, Illinois 60053-2985 Tel: (847) 965-4100 Fax: (847) 965-4162 t-' in paragraph 7. In the event the appraised property value of the Property is less than$1.4 million,the Village reserves the right to negotiate a lower purchase price. 5. Option to Purchase Seller shall grant to Purchaser an option to purchase the Option Parcel for an amount up to$1.1 million subject to an appraisal to be completed for that property at the Village's expense and subject to the investigational contingency set forth in paragraph 7. In the event the Village's appraisal of the Option Parcel is less than$1.1 million,the Village reserves the right to negotiate a reduced purchase price for the Option Parcel. The Village shall have eighteen(18) months to exercise the right to purchase the Option Parcel under the same terms and conditions (other than the purchase price) as set forth in the Purchase Contact for the Property. The closing date shall be thirty(30)days after the execution of a contract to purchase the Option Parcel. 6. Earnest Money Upon the execution of a Purchase Agreement,Purchaser shall deposit fifty thousand dollars ($50,000)in good funds as earnest money. Said funds shall be held by the Chicago Title and Trust Company for the benefit of the parties. All earnest money payments shall be applied against the purchase price at closing. Except as expressly provided otherwise in this Letter of Intent, the earnest money shall be non-refundable at the conclusion of the Village's Investigation Period as defined in Paragraph 7. 7. Investigation Period The Purchaser may perform such investigations as it deems appropriate during the forty-five (45) day Investigation Period which shall begin upon the execution of this Letter of Intent by the Seller. Upon the acceptance of this Letter of Intent,the Seller shall tender to Purchaser the following documents: A. All owner's title insurance policies for the property. B. All existing surveys for the property within the Village's possession. C. All environmental reports and studies regarding the property in Seller or Seller's agent's possession. D. All Lease Agreements for the Vacant Parcel/Property and the Strip Mall/Option Property During said Investigation Period, Purchaser and Purchaser's consultants and agents will have the right to enter upon the property to conduct soil tests and review and investigate engineering, planning,site planning, utilities, wetlands,environmental risk and other matters relative to Purchaser's intended use of the property. If during the Investigation Period, Purchaser decides for any reason whatsoever not to proceed with the contract,and so notifies the Seller in writing during said period,any contract executed by the parties shall be terminated and all earnest money and interest thereon shall be returned to Purchaser. 8. Approval Contingency Once the Investigation Period has been concluded and the Village has not terminated the contract, the property shall be deemed an"as is""cash deal"and shall not be subject to financing contingencies or zoning contingencies, and shall only be subject to Seller's obligation to provide clear title. 9. Closing Closing shall occur within thirty (30) days after the execution of the Purchase Agreement and the conclusion of the Investigation Period. 10. Brokerage Any brokerage commissions due on this transaction shall be the responsibility of the Seller only. 11. Expression of Intent This letter is a preliminary expression of intent only and will expire within forty-five(45) calendar days. Upon the execution of this letter by Seller; the Parties' attorneys shall negotiate and prepare a contract which shall contain the terms and provisions set forth herein and other such other customary provisions and terms for similar transactions (including provisions concerning title. survey, closing costs allocations, proration, and representations) and such terms and conditions as the Parties shall agree. In the event the Parties fail to execute a contract for the sale of this property within forty-five (45)days after the execution of this Letter of Intent,this Letter of Intent shall be automatically deemed terminated. This Letter of Intent is expressly conditioned on the Parties entering into a formal contract and the Village of Morton Grove Board of Trustees' approval of said contract and shall remain confidential to the extent allowed by law. Sincerely, Daniel P. DiMaria Village President cc: Village President and Board of Trustees Ryan. Home, Village Administrator Teresa Hoffman Liston, Corporation Counsel Nancy Radzevich. Community and Economic Development Director Approved and accepted this day of October 2013: Ted Mavrakis Mavrakis Properties © CHICAGO TITLE AND TRUST COMPANY 5215 OLD ORCHARD #400, SKOKIE, ILLINOIS 60077 Refer to: CLAUDIA BRAD Phone no.: (847) 677-3410 Fax no.: (847) 673-0645 CASH ESCROW TRUST AGREEMENT (NOTE This form of escrow trust agreement is to be used for cash transactions with immediate disbursement only.If disbursement does not take place the same day,deed and money escrow trust instructions should be used.) ESCROW TRUST NO.: 1409 201362219 1 DATE: NOVEMBER 27, 2013 Commitment Number: 1412 SA9 712 015 LP1 Seller: IMAGINE PROPERTY 777, LLC Purchaser: VILLAGE OF MORTON GROVE Property Address: 8717 N. LINCOLN / 6415, 6421-57 DEMPSTER, MORTON GROVE, ILLINOIS 60053 TO: CHICAGO TITLE&TRUST COMPANY,ESCROW TRUSTEE("CHICAGO TITLE") 1. The undersigned seller and purchaser (or representatives) hereby authorize Chicago Title to make disbursements for the sale of the subject property in accordance with the signed Escrow Trust Disbursement Statement OR Escrow Receipt and Disbursement Authorization and RESPA attached hereto. 2. It is expressly understood, that Chicago Title does not represent either seller or purchaser; further Chicago Title is acting solely as an escrow trustee for disbursement of funds deposited herein and closing of the sale transaction,all in accordance with this escrow trust agreement. 3. The undersigned hereby direct you to make the above-referenced disbursements only when the following conditions are satisfied: A. You have received funds by either wire transfer, cashier's or certified checks NOTE: Some restrictions and additional fees may be applicable in the event Chicago Title is asked to wire transfer any disbursements; B. You have received transfer documents in a form satisfactory to seller and purchaser; C. You have received clearance documentation (including but not limited to ALTA, survey, payoff letters,tax bills, etc.) sufficient to permit Chicago Title Insurance Company ("CTI") to issue its regular form of owner's title insurance policy insuring VILLAGE OF MORTON GROVE in the amount of$ 1,400, 000.00 subject only to: the following title exceptions shown in the above-referenced order number: PER MARKED UP TITLE OR subject only to those exceptions shown on the commitment attached hereto. D. You have received documentation sufficient to permit CFI to issue the following endorsements to the owner's title insurance referenced above: w - E. You have received from the seller a 1099 solicitation/certification of exemption and/or a copy of the FIRPTA affidavit given to the purchaser. Escrow Trust No.: 1409 201362219 1 4. When you have made the above-referenced disbursements,the undersigned hereby direct you to A. Record the transfer documents; B. Obtain releases for any liens paid from funds deposited herein and deliver recorded releases and cancelled mortgage documents to C. Issue the above-referenced owner's title insurance policy and deliver same to In the event the conditions set forth herein are not satisfied for any reason on the date this agreement is executed,you are to immediately return all funds and documents given to you in accordance with Section 3 above("deposits") to the party who delivered them to you at once.In such case this escrow trust agreement shall be considered null and void. (NOTE: If the parties hereto wish to leave their deposits with Chicago Title until such a time as the transaction can be closed, separate deed and money escrow trust instructions should be prepared and executed to govern the transaction.) 6. The following Chicago Title and CTI charges shall be paid from seller's funds: State and County transfer stamps, releases recorded to clear seller's title,owner's title insurance policy, escrow fee and • 7. The following Chicago Title and CTI charges shall be paid from purchaser's funds: transfer stamps,recording the deed, escrow fee and For Seller: For Purchaser: Name: WILLIAM S. BAZIANOS Name: TERRY LISTON By: WBAZIANOS @BAUGHDALTONLAW.COM / By: Address: 135 S. LASALLE STREET Address: SUITE 2100 CHICAGO, ILLINOIS 60603 Phone: (312) 759-1400 one: (847) 917-5416 Fax: i ' - F f r/ t iI k ,4(,_„4,4(,_„4__ k„../______ Signature: r ;f D /�;/ Signature: r= Accepted: Chicago it a and Trust Company,as Escrow Trustee 1 i By: '.� Date: `I t\`2-f I I3 CLAUDIA VAT iii STA)b OF ILLINOIS ) COUNTY OF COOK ) FINAL RELEASE AND WAIVER OF CONTRACTOR MECHANIC'S LIEN NOTICE OF CLAIM FOR LIEN RECORDED AS DOCUMENT NUMBER 1229746150 In consideration of the sum of Five Thousand One Hundred Eighty Two and 00/100 Dollars ($5,182.00), and other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged,DesignTek Engineering,Inc.,of 9500 Bonnet Drive,Suite 304,Mokena, Illinois, hereby fully and finally releases, waives and discharges, its Contractor Mechanic's Lien Notice of Claim recorded on October 23, 2012 as Document Number 1229746150 with the Cook County Recorder of Deeds, against NCB Development V, LLC and with respect to the following described real estate and any part thereof, and against any persons claiming to be interested in said real estate: See Legal Descriptions, Addresses and PINS on attached "Exhibit A", arising by virtue of labor, materials, equipment and services provided for the improvement of the aforesaid property. This is a Full Release and Waiver of the aforesaid Contractor Mechanic's Lien Notice of Claim relating to said real estate and the work described in the aforesaid Contractor Mechanic's Lien Notice of Claim. Dated this & 1day of November, 2013. DESIGNTEK E 4 1NEE'41 ' I C. ran/LL� BY: _J 4,41 Scott Schreiner,its President VERIFICATION Scott Schreiner, being first duly sworn, deposes and states that he is an authorized agent of DesignTek Engineering,Inc.;that he has executed the foregoing instrument. e free and voluntary act of DesignTek Engineering, Inc.. 4 Scott Schreiner Subscribgd and sworn to before me this 14 day of November,2013. No • ,, Public+R SCHREINER NOTARY PUBLIC-STATE OF ILLINOIS MY COMMISSION EXPIRES:I2I3 M Prepared By: Kenneth A. Carlson MACY,JOHNSON& WILSON 2801 Black Road,2nd Floor Joliet, Illinois 60435 (815) 723-8500 Return To: Scott Schreiner DesignTek Engineering,Inc. 9500 Bonnet Drive, Suite 304 Mokena, Illinois 60448 Parcel One Owner:NCB Development V,LLC Address: 6429 Dempster Street, Morton Grove, Illinois. PIN: 10-19-201-004-0000 Legal Description: A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 19,TOWNSHIP 41 NORTH,RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN,IN COOK COUNTY,ILLINOIS,DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LINE OF SAID SECTION 19, 255.06 FEET WEST OF THE NORTHEAST CORNER THEREOF;THENCE WEST 243.74 FEET ALONG SAID NORTH LINE TO THE EAST RIGHT OF WAY LINE OF THE CHICAGO,MILWAUKEE AND ST. PAUL RAILWAY COMPANY;THENCE SOUTHERLY ALONG THE EAST RIGHT OF WAY LINE 443.5 FEET TO THE CENTER OF MILLER'S MILL ROAD;THENCE NORTHEAST AT AN ANGLE OF 36 DEGREES 29 MINUTES WITH THE SAID RIGHT OF WAY ALONG THE CENTER LINE OF MILLER'S MILL ROAD 214.97 FEET TO AN ANGLE IN SAID ROAD;THENCE NORTHERLY ALONG SAID MILLER'S MILL ROAD TO THE PLACE OF BEGINNING ON THE NORTH LINE OF SAID SECTION 19 SITUATED IN THE COUNTY OF COOK, STATE OF ILLINOIS,(EXCEPT THE SOUTH 20 FEET OF THE NORTH 50 FEET THEREOF TAKEN BY CONDEMNATION IN CASE NUMBER 65L30039, CIRCUIT COURT OF COOK COUNTY, ILLINOIS,DEPARTMENT OF PUBLIC WORKS VS LOEWY),ALL IN COOK COUNTY, ILLINOIS. Parcel Two: Owner: NCB Development V, LLC Address: 8707 Lincoln Avenue/8708 Lincoln Avenue, Morton Grove, Illinois PIN: 10-19.202-002-0000& 10-19-202-003-0000 Legal Description: LOTS 2 IN AUGUST C.FIEDLER'S SUBDIVISION OF NORTHEAST QUARTER OF SECTION 19,TOWNSHIP 41 NORTH,RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. E.-is-,eo- A CPct9z1D Parcel Three: Owner: NCB Development V, LLC Address: 8707 Lincoln Avenue/8708 Lincoln Avenue, Morton Grove,Illinois PIN: 10-19-202-014-0000 & 10-19-202-015-0000 Legal Description: LOT 3 IN AUGUST C. FIEDLER'S SUBDIVISION OF NORTHEAST QUARTER OF SECTION 19,TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,ILLINOIS. Parcel Four: Owner: NCB Development V,LLC Address: 6415 Dempster Avenue, Morton Grove,Illinois PIN: 10-19-202-001-0000 Legal Description: LOT I (EXCEPT THE NORTH 10 FEET THEREOF TAKEN FOR WIDENING OF . DEMPSTER STREET)IN AUGUST C. FIELDER'S SUBDIVISION IN THE NORTHEAST QUARTER OF SECTION 19,TOWNSHIP 41 NORTH,RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN,IN COOK COUNTY, ILLINOIS Fx`t %sir A CPgss Z) STATE OF ILLINOIS COUNTY OF COOK ) FINAL RELEASE AND WAIVER OF CONTRACTOR MECHANIC'S LIEN NOTICE OF CLAIM FOR LIEN RECORDED AS DOCUMENT NUMBER 1229746151 In consideration of the sum of Five Thousand Three Hundred Sixty Seven and 00/100 Dollars ($5,367.00), and other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, DesignTek Survey, LLC, of 9500 Bonnet Drive, Suite 304, Mokena, Illinois, hereby fully and finally releases, waives and discharges, its Contractor Mechanic's Lien Notice of Claim recorded on October 23, 2012 as Document Number 1229746151 with the Cook County Recorder of Deeds, against NCB Development V, LLC and with respect to the following described real estate and any part thereof, and against any persons claiming to be interested in said real estate: See Legal Descriptions, Addresses and PINS on attached "Exhibit A", arising by virtue of labor, materials, equipment and services provided for the improvement of the aforesaid property. This is a Full Release and Waiver of the aforesaid Contractor Mechanic's Lien Notice of Claim relating to said real estate and the work described in the aforesaid Contractor Mechanic's Lien Notice of Claim. Dated this G(py of November, 2013. DESIGNTEK URVEY, L •eeti// BY: � � � _ . e,GI Scott Schreiner, its Managing Partner VERIFICATION Scott Schreiner, being first duly sworn,deposes and states that he is an authorized agent of DesignTek Survey,LLC;that he has executed the foregoing instrument e free and voluntary act of DesignTek Survey,LLC. • (/tip Scott Schreiner Subscribed and sworn to before me this Z(p day of November, 2013. 4 / • No • PublicT R so4REINER NOTARY FUBUC•STATE OF ALIIOIS MY MISSION E PflS:124PM Prepared By: Kenneth A. Carlson "1 RACY,JOHNSON&WILSON 2801 Black Road,2nd Floor Joliet, Illinois 60435 (815) 723-8500 Return To: Scott Schreiner DesignTek Survey, LLC 9500 Bormet Drive, Suite 304 Mokena, Illinois 60448 Parcel One Owner: NCB Development V, LLC Address: 6429 Dempster Street, Morton Grove, Illinois. PIN: 10-19-201-004-0000 Legal Description: A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 19,TOWNSHIP 41 NORTH,RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,ILLINOIS,DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LINE OF SAID SECTION 19,255.06 FEET WEST OF THE NORTHEAST CORNER THEREOF;THENCE WEST 243.74 FEET ALONG SAID NORTH LINE TO THE EAST RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE AND ST. PAUL RAILWAY COMPANY;THENCE SOUTHERLY ALONG THE EAST RIGHT OF WAY LINE 443.5 FEET TO THE CENTER OF MILLER'S MILL ROAD;THENCE NORTHEAST AT AN ANGLE OF 36 DEGREES 29 MINUTES WITH THE SAID RIGHT OF WAY ALONG THE CENTER LINE OF MILLER'S MILL ROAD 214.97 FEET TO AN ANGLE IN SAID ROAD;THENCE NORTHERLY ALONG SAID MILLER'S MILL ROAD TO THE PLACE OF BEGINNING ON THE NORTH LINE OF SAID SECTION 19 SITUATED IN THE COUNTY OF COOK,STATE OF ILLINOIS, (EXCEPT THE SOUTH 20 Hti OF THE NORTH 50 FEET THEREOF TAKEN BY CONDEMNATION IN CASE NUMBER 65L30039, CIRCUIT COURT OF COOK COUNTY, ILLINOIS,DEPARTMENT OF PUBLIC WORKS VS LOEWY),ALL IN COOK COUNTY, ILLINOIS. Parcel Two: Owner: NCB Development V, LLC Address: 8707 Lincoln Avenue/8708 Lincoln Avenue, Morton Grove, Illinois PIN: 10-19-202-002-0000& 10-19-202-003-0000 Legal Description: LOTS 2 IN AUGUST C.FIEDLER'S SUBDIVISION OF NORTHEAST QUARTER OF SECTION 19,TOWNSHIP 41 NORTH,RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. E,c s- w rr A C P49 c V) Parcel Three: Owner: NCB Development V, LLC Address: 8707 Lincoln Avenue/8708 Lincoln Avenue,Morton Grove, Illinois PIN: 10-19-202-014-0000& 10-19-202.015-0000 Legal Description: LOT 3 IN AUGUST C. FIEDLER'S SUBDIVISION OF NORTHEAST QUARTER OF SECTION 19,TOWNSHIP 41 NORTH,RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,ILLINOIS. Parcel Four: Owner. NCB Development V,LW Address: 6415 Dempster Avenue,Morton Grove, Illinois PIN: 10-19-202-001-0000 Legal Description: LOT I (EXCEPT THE NORTH 10 FEET THEREOF TAKEN FOR WIDENING OF DEMPSTER STREET)IN AUGUST C. FIELDER'S SUBDIVISION IN THE NORTHEAST QUARTER OF SECTION 19,TOWNSHIP 41 NORTH,RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN,IN COOK COUNTY, ILLINOIS BAH Ian- A Cr 4ss z) TRUST,INDEMNITY AND SECURITY AGREEMENT WITH DEPOSIT OF FUNDS TO PROTECT AND SECURE AGAINST EXCEPTIONS TO TITLE Trust,Indemnity,and Security Agreement No. 201362219-2 WHEREAS,the Chicago Title Insurance Company,hereinafter referred to as"Company',is about to issue its title insurance policy or policies or commitments therefor, all hereinafter referred to as the "Title Insurance Policy', No. 1412 SA9712015 LP1 ,in respect o the land described therein. AND WHEREAS, the Company has raised as title exceptions on the Title Insurance Policy certain defects, liens, encumbrances, adverse claims or other matters, all hereinafter referred to as "Exceptions to Title', described on Exhibit A attached hereto, AND WHEREAS, the Company has been requested to issue the Title Insurance Policy and may hereafter, in the ordinary course of its business, issue title insurance policy or policies or commitments therefor in the form or forms now or then commonly used by the Company, or issue hold harmless or indemnity letters to induce other title insurance companies to issue title insurance policies or commitments therefor, in respect to the land or to some part or parts thereof, or interest therein, all of the foregoing being hereafter referred to as "Future Policies or Commitments", either free and clear of all mention of the aforesaid Exceptions to Title or insuring its insured against loss or damage by reason thereof, and simultaneous with the acceptance of the deposit herein,has issued or has committed to issue the Title Insurance Policy to its insured, NOW,THEREFORE,in consideration of the issuance of the Title Insurance Policy as aforesaid,the undersigned,jointly and severally, for themselves, heirs, personal representatives, successors and assigns do hereby covenant and agree with the Company: (1)to forever fully protect,defend,and save the Company harmless from and against all the Exceptions to Title,in and from any and all loss,costs, damages, attorneys' fees,and expenses of every kind and nature which it,the Company, may suffer, expend or incur under, or by reason, or in consequence of the issuance of the Title Insurance Policy on account, or in consequence, or growing out of the Exceptions to Title, or on account of the assertion or enforcement or attemped assertion or enforcement thereof or of any rights existing or hereafter arising,or which may at any time be claimed to exist under,or by reason, or in consequence, or growing out of the Exceptions to Title or any of them including all reasonable amounts expended by the Company under this Agreement and also including loss, costs, damages, fees and expenses (including attorneys fees and expenses) incurred by the Company in enforcing this Agreement; (2) to provide for the defense, at the undersigned's own expense, on behalf and for the protection of the Company and the parties insured or who may become insured under "Future Policies or Commitments", against loss or damage under the Title Insurance Policy (but without prejudice to the right of the Company to defend if it so elects) in all litigation consisting of actions or proceedings based on any Exceptions to Title which may be asserted or attempted to be asserted, established or enforced in,to,upon, against or in respect to the land or any part thereof or interest therein;(3)to pay, discharge,satisfy or remove all of the Exceptions to Title and, in such case, when the Exceptions to Title appear as a matter of public record, to clear the record by the recording or filing of releases, satisfactions, disclaimers, deeds or other appropriate instruments, or by the procurement of a final court order or judgment entered by a court of competent jurisdiction quieting the title of the insured,or declaring the Exceptions to Title to be null and void and of no force and effect;and (4) that each and every provision herein shall extend and be in force concerning Future Policies or Commitments.It is expressly understood that the joint and several liability of the undersigned shall in no way be affected by any action the Company may take with respect to the liability of any one of the undersigned by way of release,settlement,compromise,or other adjustment of such liability. The undersigned hereby deposits with the Chicago Title and Trust Company(hereinafter referred to as the"Trustee"), under the Agreement known as Trust,Indemnity and Security Agreement No. 201362219-2 , and pledges to the Company the sum of ONE HUNDRED FORTY FOUR THOUSAND DOLLARS AND ZEOR CENTS ($ 144,000.00 ) to constitute a trust,indemnity and security fund under the absolute control and possession of the Trustee as herein provided, for the other purposes herein set forth, and to secure the performance of the promises and obligations of the undersigned contained herein. The Company shall have the right at any time hereafter,when it shall deem it necessary,expedient, desirable,or to its interest so to do, m its sole discretion, to direct the Trustee to use or apply the fund, or any portion thereof, in such manner and in such amounts as the Company may deem necessary and advisable,to the payment,discharge,or satisfaction of,or the removal from the title to the land,or any part or parts thereof,or interests therein, any of the Exceptions to Title,including the right to procure for the purpose of clearing the public record, releases, satisfactions, disclaimers, deeds or other appropriate instruments, or by procuring fmal court orders or judgments quieting the title of the insured or declaring the Exceptions to Title to be null and void and of no force and effect, or for the purpose of eliminating by conveyance,assignment or otherwise any Exceptions to Title, or for the purpose of reimbursing anyone who may have paid, discharged, satisfied, or removed any Exceptions to Title or cleared the public record of such Exceptions to Title. In the case of litigation involving the said fund or the rights of any person or corporation hereunder, the cost, expense, and attorneys'fees of the Trustee and the Company may be paid or retained by the Trustee out of said fund. If the Company shall find that the liability hereunder shall have increased because of lapse of time or otherwise,the Company may direct the Trustee to call on the undersigned for such additional deposits sufficient to indemnify and secure the Company against such increase of liability, in which event the Trustee shall call for such deposit, and the undersigned hereby agrees to thereupon furnish the Trustee the deposit requested. Any additional funds so deposited shall be subject to the terms of this Agreement to the same extent as though initially deposited hereunder.In the event additional funds are not Trust,Indemnity and Security Agreement No. 201362219-2 deposited within 10 days following written demand therefor, the Company shall have the right, in its sole discretion, to advance such additional funds as may be required to the Trustee and the undersigned expressly covenant and agree to protect, defend, save harmless, and reimburse, with interest calculated at the maximum legal rate, the Company for all such additional amounts advanced. For the purposes of this paragraph, proof of mailing to the undersigned at the address listed below shall be deemed conclusive evidence of notice of demand, and said 10-day period shall commence to run on the third day following such date of mailing. Where, in the Company's sole discretion, in order to remove and clear of record the aforesaid Exceptions to Title, it is necessary to dispose of pending litigation, the undersigned hereby confer irrevocable authority on the Company to settle or dismiss any counterclaim, cross claim, set-off or other prayer for affirmative relief which may be asserted in such, either by the undersigned or other parties claiming under them and expressly covenant and agree to protect,defend,save harmless,and secure the Company from any expense incurred thereby. The Company shall be the sole judge as to the need for it to be represented by or have the advice of legal counsel of its own choosing and the undersigned shall be liable to the Company for fees and expenses so incurred. Investment: Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto; provided, that any direction to Trustee for such investment shall be expressed in writing, provided that Trustee is in receipt of the taxpayer's identification number and investment forms as required. Trustee will, upon request, furnish information concerning its procedures and fee schedules for investment. In the event the Trustee is requested to invest deposits hereunder, Chicago Title and Trust Company is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of this Trust,Idemnity and Security Agreement. Direction Not to Invest/Right to Commingle: Except as to deposits of funds for which Trustee has received express written direction concerning investment or other handling, the undersigned direct the Trustee NOT to invest any funds deposited by the undersigned under the terms of this Agreement and waive any rights which they may have under Section 2-8 of the Corporate Fiduciary Act (205 ILLS 620/2-8) to receive interest on funds deposited hereunder.In the absence of an authorized direction to invest funds, the undersigned agree that the Trustee shall be under no duty to invest or reinvest any such funds at any time held by it hereunder; and, further, that Trustee may commingle such funds with other deposits or with its own funds in the manner provided for the administration of funds under said Section 2-8 and may use any or all of such funds for its own benefit without obligation to the undersigned for interest or earnings derived thereby, if any. Provided, however, nothing herein shall diminish Trustee's obligation to apply the full amount of such funds in accordance with the terms of this Agreement. In case any of the Exceptions to Title are paid, discharged, satisfied, and are removed as such to the satisfaction of the Company(as to which the Company shall be the sole judge),and cleared of record,without the use of the said fund,or in case any surplus remains in the hands of the Trustee after it shall have reimbursed itself and the Company for all loss,damages,or disbursements, such fund or surplus, after deducting the costs, expenses, fees for services, and attorneys' fees, if any, of the Trustee and the Company, shall on demand and upon surrender to the Company of all receipts for disbursement,be paid or delivered to SSN/FEIN: I PAC /o 3 / t/; - 37 C2- 78 Neither the Trustee nor the Company shall be under any obligation of recognizing any assignment of the undersigned's rights under this agreement, until the original or a signed duplicate of the assignment, accepted in writing by the assignee, is deposited with and approved by the Trustee and the Company in writing. The undersigned agrees that this Trust, Indemnity and Security Agreement is not intended to give any benefits, rights, privileges, actions or remedies to any person, partnership, firm, or corporation other than the Company, the Trustee, the undersigned,and the insured,as a third party beneficiary or otherwise under any theory of law. The undersigned does hereby agree to pay the Company a processing fee in accordance with it's then current rate schedule. The parties acknowledge that beginning after a period of one year from the date of this agreement, Chicago Title and Trust Company will impose an administrative maintenance fee (quarterly, semi-annually, or annually) equivalent to the fee set forth on the Company's then current rate schedule. This fee may be deducted from the outstanding balance of funds deposited under this Agreement or billed to Trust,Indemnity and Security Agreement No. 201362219-2 Date: FOR CORPORATE INDEMNITORS FOR INDIVIDUAL INDEMNITORS IN WITNESS WHEREOF, the undersigned, being IN WITNESS WHEREOF,the undersigned have the hereinafter named corporation, has caused these executed this agreement this day of• presents to be signed by its President and attested by A.D. _- its Secretary and has caused its corporate seal to be hereto affixed this G day 01 /CA)v A.D. L-t./ 3 (SEAL) J J Address: BY: "7� c 7t A 2/ Preside if ATTEST: Secretary ADDRESS OF CORPORATION: /C_ O / 1� v J-J Phone: 0 APPROVED FOR THE COMPANY Phone: 0 BY: ALICE LANGE ring Trust,Indemnity and Security Agreement No. 201362219-2 EXHIBIT A 2011 AND 2012 TAXES - TAX SEARCH WAS INCOMPLETE EVIDENCE THAT TAXES ARE PAID - ONCE THE TAX SEARCH IS COMPLETED, SELLER WILL PROVIDE EVIDENCE IF NECESSARY TIAP4 01-10 ML Trust,Indemnity and Security Agreement No. 201362219-2 *** OFFICE USE ONLY *** TI COMMENTS r® IPA► 10 S. LaSalle Street, Suite 3100 Chicago, IL 60603 /03/ (866)490-1031 Phone (312)223-4710 Fax Investment Property Exchange Services, Inc. www.ipx1031.com Tax Word Fx hangr Solutions Nationwide WIRING INSTRUCTIONS November 27, 2013 To: Claudia Brad Email: claudia.m.brad @ctt.com Qualified Intermediary: Investment Property Exchange Services, Inc., a California corporation Exchange No. EX-18-12710 Exchanger: Imagine Property 77, LLC, an Illinois limited liability company Investment Property Exchange Services, Inc. is acting as the Qualified Intermediary for the above- referenced Exchanger. Please wire transfer (we do not accept ACH credits) the net proceeds of sale (i.e. Exchange Funds)to Account Name: Investment Property Exchange Services, Inc. Account Address: 4210 Riverwalk Pkwy, Suite 200, Riverside, CA 92505 Account No.: 203308077 Reference: fbo EX-18-12710, Imagine Property 77, LLC, an Illinois limited liability company Bank Name: Citibank Bank Address: 24221 Calle de la Luisa, Laguna Hills, CA 92653 ABA No.: 322271724 Do not use this account number for any other transaction without authorization from the undersigned. Please reference the Exchanger's last name and exchange number to insure proper credit. If you have any questions, please feel free to contact us. Sincerely, Investment Property Exchange Services, Inc., a California corporation, as Qualified Intermediary under Exchange No. EX-18-12710 ara � Exdrarxle Coordinator 1 Wiring Instructions to QI Citi 10.2013 @ Investment Property Exchange Services, Inc.,2013—All Rights Reserved POLICY NUMBER 1412-SA9712015-LP1 OWNER'S POLICY OF TITLE INSURANCE O Issued by CHICAGO TITLE INSURANCE COMPANY Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B,AND THE CONDITIONS,CHICAGO 111'LE INSURANCE COMPANY,a Nebraska coporation (the"Company")insures,as of Date of Policy and,to the extent stated in Covered Risks 9 and 10,after Date of Policy, against loss or damage,not exceeding the Amount of Insurance,sustained or incurred by the Insured by reason by: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence,duress,incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii)a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified,expired,or otherwise invalid power of attorney; (vi) a document not properly filed,recorded,or indexed in the Public Records including failure to perform those acts by electronic means authorized by law,or (vii)a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment, encumbrance,violation,variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance,permit, or governmental regulation (including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.M other uses are prohibited.Reprinted under license from the American Land Title Association. umn TITLE OPCVR1CL S/u.,ry, 1L-FSWM-TEA-7200306-1—METRO-1412 LCE 11/27/13 13 :42:57 OWNER'S POLICY (2006) POLICY NUMBER 1412-SA9712015-LP1 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. S. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated Schedule A or being defective (a) as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws;or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws by reason of the failure of its recording in the Public Records (i) to be timely,or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs,attorneys' fees,and expenses incurred in defense of any matter insured against by this Policy,but only to the extent provided in the Conditions. IN WITNESS WHEREOF,CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by it duly authorized officers. Issued By. CHICAGO TITLE COMPANY, LLC 10 S LASALLE STREET CHICAGO TITLE INSURANCE COMPANY CHICAGO, IL 60603 By Refer Inquiries To: =9 1 (312)223-2800 P ) C••�' of pE1111i ri\c. ymond R Quir - i• IN < President By: Count red Secretary Auth.red Si.. atory Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.NI other uses are prohibited.Reprinted under license from the American Land Title Association. ASSOCIATION oPrxsL 9fuarp IL-FSWM-TEA-7200306-1—METRO-1412SA9712015 LCE 11/27/13 13 :42:58 CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY (2006) SCHEDULE A POLICY NUMBER: 1412-SA9712015-LP1 DATE OF POLICY: PRO FORMA POLICY AMOUNT OF INSURANCE: $1,400,000.00 1. NAME OF INSURED: VILLAGE OF MORTON GROVE, PRO FORMA TITLE FINDING 2. THE ESTATE OR INTEREST IN THE LAND THAT IS INSURED BY THIS POLICY IS: FEE SIMPLE,UNLESS OTHERWISE NOTED. 3. TITLE IS VESTED IN: THE INSURED 4. THE LAND HEREIN DESCRIBED IS ENCUMBERED BY THE FOLLOWING MORTGAGE OR TRUST DEED AND ASSIGNMENTS: NONE THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited.Reprinted under license from the American Land Tite Association. ^*r OPA106 9/Ilwip IL-FSWM-TEA-7200306-1—METRO-1412-SA9712015 LCE 11/27/13 13 :42:58 CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY (2006) SCHEDULE A(CONTINUED) POLICY NUMBER: 1412-SA9712015-LP1 5. THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS: PARCEL 1: LOTS 2 AND 3 IN AUGUST C. FIEDLER'S SUBDIVISION OF THE NORTHEAST 1/4 OF SECTION 19, TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, EXCEPTING THEREFROM THAT PART OF THE LAND DEDICATED FOR LINCOLN AVENUE BY PLAT OF DEDICATION RECORDED JANUARY 18, 2007, AS DOCUMENT 0701815117. PARCEL 2: LOT 1 (EXCEPT THE NORTH 10 FEET THEREOF TAKEN FOR WIDENING OF DEMPSTER STREET) IN AUGUST C. FIEDLER'S SUBDIVISION IN THE NORTHEAST 1/4 OF SECTION 19, TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLNOIS. THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited.Reprinted under license from the American Land Title Association. OP[f,069/ll wip IL -TEA-720030(1-1—MEPRO-1412-SA9712015 LCE 11/27/13 13:42:58 CHICAGO'1'11'LE INSURANCE COMPANY OWNER'S POLICY (2006) SCHEDULE B POLICY NUMBER: 1412-SA9712015-LPI EXCEPTIONS FROM COVERAGE THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE,THE COMPANY WILL NOT PAY COSTS,ATTORNEY'S FEES OR EXPENSES THAT ARISE BY REASON OF: GENERAL EXCEPTIONS: (1) RIGHTS OR CLAIMS OF PARTIES IN POSSESSION NOT SHOWN BY PUBLIC RECORDS. (2) ANY ENCROACHMENT,ENCUMBRANCE,VIOLATION,VARIATION,OR ADVERSE CIRCUMSTANCE AFFECTING THE TITLE THAT WOULD BE DISCLOSED BY AN ACCURATE AND COMPLETE LAND SURVEY OF THE LAND. (3) EASEMENTS,OR CLAIMS OF EASEMENTS,NOT SHOWN BY PUBLIC RECORDS. (4) ANY LIEN,OR RIGHT TO A LIEN,FOR SERVICES,LABOR OR MATERIAL HERETOFORE OR HEREAFTER FURNISHED,IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. (5) TAXES OR SPECIAL ASSESSMENTS WHICH ARE NOT SHOWN AS EXISTING LIENS BY THE PUBLIC RECORDS. ✓ 6. NOTE: THIS IS A PRO FORMA POLICY FURNISHED TO OR ON BEHALF OF THE PARTY TO BE INSURED. IT DOES NOT REPRESENT THE PRESENT STATE OF TITLE AND IS NOT A COMMITMENT TO INSURE THE ESTATE OR INTEREST AS SHOWN HEREIN, NOR DOES IT EVIDENCE THE WILLINGNESS OF THE COMPANY TO PROVIDE ANY AFFIRMATIVE COVERAGE SHOWN HEREIN. ANY SUCH COMMITMENT MUST BE AN EXPRESS WRITTEN UNDERTAKING ON APPROPRIATE FORMS OF THE COMPANY. • 7. TAXES FOR THE YEAR 2013 TAXES FOR THE YEAR 2013 AND SUBSEQUENT YEARS NOT YET DUE AND PAYABLE. PERMANENT INDEX NUMBERS: 10-19-202-001 10-19-202-002 10-19-202-003 10-19-202-014 10-19-202-015 (10-19-202-001) (10-19-202-002) (10-19-202-003) (10-19-202-014) (10-19-202-015) • 8. LIMITATIONS AND CONDITIONS IMPOSED UPON MUNICIPAL CORPORATIONS BY LAW. Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited.Reprinted under license from the American Land Title Association. LAI1D TITLE ii oesios 9/11mq, IL-FSWM-TEA-7200306-1—METRO-1412-SA9712o15 LCE 11/27/13 13:42:58 • CHICAGO TITLE INSURANCE COMPANY OWNERS/LOAN POLICY PROFORMA DELETE EXCEPTIONS POLICY NUMBER 1412-SA9712015-LP1 FOR THE PURPOSES OF THIS PRO FORMA POLICY, THE FOLLOWING EXCEPTIONS ARE HEREBY DELETED: D 6. MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING DATED JUNE 25, 2012, AND RECORDED AUGUST 16, 2012, AS DOCUMENT 1222955058 MADE BY IMAGINE PROPERTY 777, LLC TO NORTH SHORE COMMUNITY BANK AND TRUST COMPANY, TO SECURE A NOTE FOR $2,788,562.65. • 7. ASSIGNMENT OF LEASES AND RENTS MADE BY IMAGINE PROPERTY 777, LLC TO NORTH SHORE COMMUNITY BANK AND TRUST COMPANY RECORDED AUGUST 16, 2012, AS DOCUMENT 1222955059. F 8. MECHANICS LIEN CLAIM BY DESIGNTEK ENGINEERING, INC. RECORDED OCTOBER 23, 2012, AS DOCUMENT 1229746150, IN THE AMOUNT OF $5, 182.00. G 9. MECHANICS LIEN CLAIM BY DESIGNTEK ENGINEERING, INC. RECORDED OCTOBER 23, 2012, AS DOCUMENT 1229746151, IN THE AMOUNT OF $5,367.00. J 10. EXISTING UNRECORDED LEASES AND ALL RIGHTS THEREUNDER OF THE LESSEES AND OF ANY PERSON OR PARTY CLAIMING BY, THROUGH OR UNDER THE LESSEES. K 11. WE SHOULD BE FURNISHED (A) CERTIFICATION FROM THE ILLINOIS SECRETARY OF STATE THAT IMAGINE PROPERTY 777, LLC HAS PROPERLY FILED ITS ARTICLES OF ORGANIZATION, (B) A COPY OF THE ARTICLES OF ORGANIZATION, TOGETHER WITH ANY AMENDMENTS THERETO, (C) A COPY OF THE OPERATING AGREEMENT, IF ANY, TOGETHER WITH ANY AMENDMENTS THERETO, (D) A LIST OF INCUMBENT MANAGERS OR OF INCUMBENT MEMBERS IF MANAGERS HAVE NOT BEEN APPOINTED, AND (E) CERTIFICATION THAT NO EVENT OF DISSOLUTION HAS OCCURRED. NOTE: IN THE EVENT OF A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE LLC OR OF A SALE OF LLC ASSETS TO A MEMBER OR MANAGER, WE SHOULD BE FURNISHED A COPY OF A RESOLUTION AUTHORIZING THE TRANSACTION ADOPTED BY THE MEMBERS OF SAID LLC. Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited.Reprinted under license from the American Land Title Association. Luc,TITLE PRODELO69/11wip ILFSWM-'LEA-720030&1—METRO-1412SA9712015 LCE 11/27/13 13:42:58 CHICAGO TITLE INSURANCE COMPANY POLICY SIGNATURE PAGE POLICY NUMBER 1412-SA4712015-121 THIS POLICY SHALL NOT BE VALID OR BINDING UNTIL SIGNED BY AN AUTHORIZED SIGNATORY. CHICAGO TITLE INSURANCE COMPANY BY / AURIZED SIGNATORY Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited.Reprinted under license from the American Land Title Association. OP1SIG069/11 wlp IL-FSWM-TEA-7200306-1—METRO-1412SA9712015 LCE 11/27/13 13 :42:58 CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY(2006) POLICY NUMBER 1412-SA9712015-LP1 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs, attorneys'fees, or expenses that arise by reason of: 1. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions or location of any improvement erected on the Land; (iii) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws,ordinances,or governmental regulations.This Exclusion 1(a)does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters: (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction vesting the Title as shown in Schedule A,is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS (3) if the grantee is (h) "Mortgage": Mortgage, deed of trust, The following terms when used in this policy wholly-owned by an trust deed, or other security mean: affiliated Entity of the instrument,including one evidenced by (a) "Amount of Insurance": The amount named Insured, pro- electronic means authorized by law. stated in Schedule A, as may be vided the affiliated (i) "Public Records": Records established increased or decreased by endorsement Entity and the named under state statutes at Date of Policy to this policy, increased by Section Insured are both for the purpose of imparting 8(b), or decreased by Sections 10 and wholly-awned by the constructive notice of matters relating 11 of these Conditions. same person or Entity, to real property to purchasers for value (b) "Date of Policy': The date designated or and without Knowledge. With respect as"Date of Policy"in Schedule A. (4) if the grantee is a to Covered Risk 5(d),"Public Records" (c) "Entity": A corporation, partnership, trustee or beneficiary shall also include environmental trust, limited liability company, or of a trust created by a protection liens filed in the records of other similar legal entity. written instrument the clerk of the United States District (d) "Insured": The Insured named in established by the Court for the district where the Land is Schedule A. Insured named in located. (i) The term"Insured"also includes Schedule A for estate (j) "Title": The estate or interest (A) successors to the Title of the planning purposes. described in Schedule A. Insured by operation of law (ii) With regard to(A),(B),(C),and (k) "Unmarketable Title":Title affected by as distinguished from (D)reserving,however,all rights an alleged or apparent matter that purchase, including heirs, and defenses as to any successor would permit a prospective purchaser devisees,survivors,personal that the Company would have had or lessee of the Title or lender on the representatives, or next of against any predecessor Insured. Title to be released from the obligation kin; (e) "Insured Claimant": An Insured to purchase,lease,or lend if there is a (B) successors to an Insured by claiming loss or damage. contractual condition requiring the dissolution, merger, con- (f) "Knowledge" or "Known": Actual delivery of marketable title. sblidation, distribution, or knowledge,not constructive knowledge reorganization; or notice that may be imputed to an 2. CONTINUATION OF INSURANCE (C) successors to an Insured by Insured by reason of the Public The coverage of this policy shall continue in its conversion to another Records or any other records that force as of Date of Policy in favor of an kind of Entity, impart constructive notice of matters Insured, but only so long as the Insured (D) a grantee of an Insured affecting the Title. retains an estate or interest in the Land,or under a deed delivered (g) "Land": The land described in holds an obligation secured by a purchase without payment of actual Schedule A,and affixed improvements money Mortgage given by a purchaser from valuable consideration that by law constitute real property. the Insured, or only so long as the Insured conveying the Title The term "Land"does not include any shall have liability by reason of warranties in (1) if the stock, shares, property beyond the lines of the area any transfer or conveyance of the Title.Ibis memberships,or other described in Schedule A,nor any right, policy shall not continue in force in favor of equity interests of the title, interest, estate, or easement in any purchaser from the Insured of either(i) grantee are wholly- abutting streets,roads,avenues,alleys, an estate or interest in the Land, or(ii)an owned by the named lanes,ways,or waterways,but this does obligation secured by a purchase money Insured, not modify or limit the extent that a Mortgage given to the Insured. (2) if the grantee wholly right of access to and from the Land is owns the named insured by this policy. Insured Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited.Reprinted under license from the American Land Title Association. LAND opcontos 9/11wlp IL-FSWM-TEA-7200306-1—METRO-1412SA9712015 LCE 11/27/13 1 3:58 • CHICAGO TITLE INSURANCE COMPANY • OWNER'S POLICY (2006) POLICY NUMBER 1412-SA9712015-LP1 3. NOTICE OF CLAIM TO BE GIVEN BY action or asserts a defense as required secure reasonably necessary INSURED CLAIMANT or permitted by this policy, the information from third parties as The Insured shall notify the Company Company may pursue the litigation to required in this subsection, unless promptly in writing (i) in case of any a final determination by a court of prohibited by law or governmental litigation as set forth in Section 5(a)of these competent jurisdiction,and it expressly regulation,shall terminate any liability Conditions, (ii) in race Knowledge shall reserves the right,in its sole discretion, of the Company under this policy as to come to an Insured hereunder of any claim to appeal any adverse judgment or that claim. of title or interest that is adverse to the order. 7. OPTIONS TO PAY OR OTHERWISE Title,as insured, and that might cause loss 6. DUTY OF INSURED CLAIMANT TO SETTLE CLAIMS;TERMINATION OF or damage for which the Company may be COOPERATE LIABILITY liable by virtue of this policy, or(iii) if the (a) In all rases where this policy permits or In case of a claim under this policy, the Title, as insured, is rejected as requires the Company to prosecute or Company shall have the following additional Unmarketable Title. If the Company is provide for the defense of any action options: prejudiced by the failure of the Insured or proceeding and any appeals, the (a) To Pay or Tender Payment of the Claimant to provide prompt notice, the Insured shall secure to the Company Amount of Insurance. Company's liability to the Insured Claimant the right to so prosecute or provide To pay or tender payment of the under the policy shall be reduced to the defense in the action or proceeding, Amount of Insurance under this policy extent of the prejudice. including the right to use,at its option, together with any costs,attorneys'fees, 4. PROOF OF LOSS the name of the Insured for this and expenses incurred by the Insured In the event the Company is unable to purpose. Whenever requested by the Claimant that were authorized by the determine the amount of loss or damage, Company, the Insured, at the Company up to the time of payment or the Company may,at its option,require as a Company's expense, shall give the tender of payment and that the condition of payment that the Insured Company all reasonable aid (i) in Company is obligated to pay. Claimant furnish a signed proof of loss. The securing evidence,obtaining witnesses, Upon the exercise by the Company of proof of loss must describe the defect, lien, prosecuting or defending the action or this option,all liability and obligations encumbrance, or other matter insured proceeding, or effecting settlement, of the Company to the Insured under against by this policy that constitutes the and(ii)in any other lawful act that in this policy, other than to make the basis of loss or damage and shall state, to the opinion of the Company may be payment required in this subsection, the extent possible, the basis of calculating necessary or desirable to establish the shall terminate, including any liability the amount of the loss or damage. Title or any other matter as insured. If or obligation to defend, prosecute, or 5. DEFENSE AND PROSECUTION OF the Company is prejudiced by the continue any litigation. ACTIONS failure of the Insured to furnish the (b) To Pay or Otherwise Settle With (a) Upon written request by the Insured, required cooperation, the Company's Parties Other Than the Insured or and subject to the options contained in obligations to the Insured under the With the Insured Claimant. Section 7 of these Conditions, the policy shall terminate, including any CO To pay or otherwise settle with Company, at its own cost and without liability or obligation to defend, other parties for or in the name unreasonable delay, shall provide for prosecute, or continue any litigation, of an Insured Claimant any claim the defense of an Insured in litigation with regard to the matter or matters insured against under this policy. in which any third party asserts a claim requiring such cooperation. In addition,the Company will pay covered by this policy adverse to the (b) The Company may reasonably require any costs, attorneys' fees, and Insured. This obligation is limited to the Insured Claimant to submit to expenses incurred by the Insured only those stated causes of action examination under oath by any Claimant that were authorized by alleging matters insured against by this authorized representative of the the Company up to the time of policy. The Company shall have the Company and to produce for payment and that the Company is right to select counsel of its choice examination, inspection, and copying, obligated to pay;or (subject to the right of the Insured to at such reasonable times and places as (ii) To pay or otherwise settle with object for reasonable cause) to may be designated by the authorized the Insured Claimant the loss or represent the Insured as to those representative of the Company, all damage provided for under this stated causes of action. It shall not be records, in whatever medium policy, together with any costs, liable for.and will not pay the fees of maintained, including books, ledgers, attorneys' fees, and expenses any other counsel. The Company will checks, memoranda, correspondence, incurred by the Insured Claimant not pay any fees, costs, or expenses reports, e-mails, disks, tapes, and that were authorized by the incurred by the Insured in the defense videos whether bearing a date before Company up to the time of of those causes of action that allege or after Date of Policy,that reasonably payment and that the Company is matters not insured against by this pertain to the loss or damage. Further, obligated to pay. policy. if requested by any authorized Upon the exercise by the Company of (b) The Company shall have the right, in representative of the Company, the either of the options provided for in addition to the options contained in Insured Claimant shall grant its subsections(b)(i)or(u),the Section 7 of these Conditions, at its permission, in writing, for any Company's obligations to the Insured own cost, to institute and prosecute authorized representative of the under this policy for the claimed loss any action or proceeding or to do any Company to examine, inspect, and or damage,other than the payments other act that in its opinion may be copy all of these records in the custody required to be made,shall terminate, necessary or desirable to establish the or control of a third party that including any liability or obligation to Title, as insured, or to prevent or reasonably pertain to the loss or defend,prosecute,or continue any reduce loss or damage to the Insured. damage. All information designated as litigation. The Company may take any confidential by the Insured Claimant 8. DETERMINATION AND appropriate action under the terms of provided to the Company pursuant to EXTENT OF f IABII 1TY this policy, whether or not it shall be this Section shall not be disclosed to This policy is a contract of indemnity against liable to the Insured. The exercise of others unless, in the reasonable actual monetary loss or damage sustained or these rights shall not be an admission judgment of the Company, it is incurred by the Insured Claimant who has of liability or waiver of any provision of necessary in the administration of the suffered loss or damage by reason of this policy. If the Company exercises claim. Failure of the Insured Claimant matters insured against by this policy. its rights under this subsection,it must to submit for examination under oath, (a) The extent of liability of the Company do so diligently. produce any reasonably requested for loss or damage under this policy shall (c) Whenever the Company brings an information, or grant permission to not exceed the lesser of (i) the Amount of Insurance;or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this rnliey, Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited.Reprinted under license from the American Land Title Association. Wit)TITLE OPCONID6 9/11wip ILFSWM-TEA-72003O6-1—METRO-I412SA9712O15 LCE 11/27/13 llriai.2:58 • CHICAGO 1T'I'LE INSURANCE COMPANY OWNER'S POLICY (2006) POLICY NUMBER 1412-SA9712015-LP1 (b) If the Company pursues its rights 13. RIGHTS OF RECOVERY UPON 15. LIABILITY LIMITED TO THIS under Section 5 of these Conditions PAYMENT OR SETTLEMENT POLICY; POLICY ENTIRE and is unsuccessful in establishing the (a) Whenever the Company shall have CONTRACT Title,as insured, settled and paid a claim under this (a) This policy together with all (i) the Amount of Insurance shall be policy, it shall be subrogated and endorsements,if any,attached to it by increased by 10%,and entitled to the rights of the Insured the Company is the entire policy and (ii) the Insured Claimant shall have Claimant in the Title and all other contract between the Insured and the the right to have the loss or rights and remedies in respect to the Company. In interpreting any damage determined either as of claim that the Insured Claimant has provision of this policy,this policy shall the date the claim was made by against any person or property,to the be construed as a whole. the Insured Claimant or as of the extent of the amount of any loss,costs, (b) Any claim of loss or damage that arises date it is settled and paid. attorneys' fees, and expenses paid by out of the status of the Title or by any (c) In addition to the extent of liability the Company. If requested by the action asserting such claim shall be under (a) and (b), the Company will Company, the Insured Claimant shall restricted to this policy. also pay those costs, attorneys' fees, execute documents to evidence the (c) Any amendment of or endorsement to and expenses incurred in accordance transfer to the Company of these this policy must be in writing and with Sections 5 and 7 of these rights and remedies. The Insured authenticated by an authorized person, Conditions. Claimant shall permit the Company to or expressly incorporated by Schedule 9. LIMITATION OF LIABILITY sue,compromise,or settle in the name A of this policy. (a) If the Company establishes the Title, of the Insured Claimant and to use the (d) Each endorsement to this policy issued or removes the alleged defect, lien or name of the Insured Claimant in any at any time is made a part of this policy encumbrance, or cures the lack of a transaction or litigation involving these and is subject to all of its terms and right of access to or from the Land,or rights and remedies. provisions. Except as the endorsement cures the claim of Unmarketable Title, If a payment on account of a claim expressly states, it does not(i) modify all as insured, in a reasonably diligent does not fully cover the loss of the any of the terms and provisions of the manner by any method, including Insured Claimant, the Company shall policy, (ii) modify any prior litigation and the completion of any defer the exercise of its right to recover endorsement, (iii)extend the Date of appeals, it shall have fully performed until after the Insured Claimant shall Policy,or(iv)increase the Amount of its obligations with respect to that have recovered its loss. Insurance. matter and shall not be liable for any (b) The Company's right of subrogation 16. SEVERABILITY loss or damage caused to the Insured. includes the rights of the Insured to In the event any provision of this policy,in (b) In the event of any litigation,including indemnities, guaranties, other policies whole or in part, is held invalid or litigation by the Company or with the of insurance, or bonds, unenforceable under applicable law, the Company's consent,the Company shall notwithstanding any terms or policy shall be deemed not to include that have no liability for loss or damage conditions contained in those provision or such part held to be invalid,but until there has been a final instruments that address subrogation all other provisions shall remain in full force determination by a court of competent rights. and effect jurisdiction, and disposition of all 14. ARBITRATION 17. CHOICE OF LAW;FORUM appeals, adverse to the Title, as Either the Company or the Insured may (a) Choice of Lay The Insured insured. demand that the claim or controversy shall acknowledges the Company has (c) The Company shall not be liable for be submitted to arbitration pursuant to the underwritten the risks covered by this loss or damage to the Insured for Title Insurance Arbitration Rules of the policy and determined the premium liability voluntarily assumed by the American Land Title Association("Rules"). charged therefore in reliance upon the Insured in settling any claim or suit Except as provided in the Rules,there shall law affecting interests in real property without the prior written consent of be no joinder or consolidation with claims and applicable to the interpretation, the Company. or controversies of other persons. rights, remedies, or enforcement of 10. REDUCTION OF INSURANCE; Arbitrable matters may include,but are not policies of title insurance of the REDUCTION OR TERMINATION OF limited to,any controversy or claim between jurisdiction where the Land is located. LIABILITY the Company and the Insured arising out of Therefore, the court or an arbitrator All payments under this policy, except or relating to this policy, any service in shall apply the law of the jurisdiction payments made for costs, attorneys' fees, connection with its issuance or the breach of where the Land is located to determine and expenses, shall reduce the Amount of a policy provision, or to any other the validity of claims against the Title Insurance by the amount of the payment. controversy or claim arising out of the that are adverse to the Insured and to 11. LIABILITY NONCUMULATIVE transaction giving rise to this policy. All interpret and enforce the terms of this arbitrable matters when the Amount of policy. In neither case shall the court The Amount of Insurance shall be reduced Insurance is $2,000,000 or less shall be or arbitrator apply its conflicts of law by any amount the Company pays under any arbitrated at the option of either the principles to determine the applicable policy insuring a Mortgage to which Company or the Insured. All arbitrable law. exception is taken in Schedule B or to which matters when the Amount of Insurance is in (b) Choice of Forum: Any litigation or the Insured has agreed, assumed, or taken excess of$2,000,000 shall be arbitrated only other proceeding brought by the subject,or which is executed by an Insured when agreed to by both the Company and Insured against the Company must be after Date of Policy and which is a charge or the Insured. Arbitration pursuant to this filed only in a state or federal court lien on the Title, and the amount so paid policy and under the Rules shall be binding within the United States of America or shall be deemed a payment to the Insured upon the parties. Judgment upon the award its territories having appropriate under this policy. rendered by the Arbitrator(s) may be jurisdiction. 12. PAYMENT OF LOSS entered in any court of competent 18. NOTICES,WHERE SENT When liability and the extent of loss or jurisdiction. Any notice of claim and any other notice or damage have been definitely fixed in statement in writing required to be given to the accordance with these Conditions, the Company under this policy must be given to the payment shall be made within 30 days. Company at CHICAGO TITLE INSURANCE COMPANY National Claims Administration P.O.Box 45023 Jacksonville,FL 32232-5023 Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses are prohibited.Reprinted under license from the American Land Title Association. .10 C orcoxwoe 9111 dry 1L-FSWM-TEA-720030&1—METRO-1412549712015 LCE 11/27/13 13 o:58 ENDORSEMENT ATTACHED TO AND FORMING A PART OF POLICY NUMBER: 1412-SA9712015-LP1 ISSUED BY CHICAGO TITLE INSURANCE COMPANY INFLATION ENHANCEMENT COVERAGE (RESIDENTIAL ONLY) THE COMPANY, RECOGNIZING THE CURRENT EFFECT OF INFLATION ON REAL PROPERTY VALUATION AND INTENDING TO PROVIDE ADDITIONAL MONETARY PROTECTION TO THE INSURED OWNER NAMED IN THIS POLICY, HEREBY MODIFIES THIS POLICY, AS FOLLOWS: 1. NOTWITHSTANDING ANYTHING CONTAINED IN THE POLICY TO THE CONTRARY, THE AMOUNT OF INSURANCE PROVIDED BY THE POLICY, STATED IN SCHEDULE A THEREOF, IS SUBJECT TO CUMULATIVE ANNUAL UPWARD ADJUSTMENTS IN THE MANNER AND TO THE EXTENT HEREINAFTER SPECIFIED; 2. THE POLICY AMOUNT THEN IN FORCE WILL INCREASE BY TEN PERCENT (10%) OF THE POLICY AMOUNT SHOWN IN SCHEDULE A EACH YEAR FOR THE FIRST FIVE YEARS FOLLOWING THE POLICY DATE SHOWN IN SCHEDULE A, UP TO ONE HUNDRED FIFTY PERCENT (150%) OF THE POLICY AMOUNT SHOWN IN SCHEDULE A, LESS THE AMOUNT OF ANY CLAIM PAID UNDER SAID POLICY WHICH, UNDER THE TERMS OF THE CONDITIONS, REDUCES THE AMOUNT OF INSURANCE IN FORCE. SUCH ANNUAL INCREASES SHALL OCCUR ON THE ANNIVERSARY OF THE POLICY DATE SHOWN IN SCHEDULE A. 3 . IN THE SETTLEMENT OF ANY CLAIM AGAINST THE COMPANY UNDER SAID POLICY, THE AMOUNT OF INSURANCE IN FORCE SHALL BE DEEMED TO BE THE AMOUNT WHICH IS IN FORCE AS OF THE DATE ON WHICH THE INSURED CLAIMANT FIRST LEARNED OF THE ASSERTION OR POSSIBLE ASSERTION OF SUCH CLAIM, OR AS OF THE DATE OF RECEIPT BY THE COMPANY OF THE FIRST NOTICE OF SUCH CLAIM, WHICHEVER SHALL FIRST OCCUR, PROVIDED, HOWEVER, THIS COVERAGE SHALL BE EFFECTIVE ONLY IF ONE OF THE FOLLOWING CONDITIONS EXISTS AT DATE OF POLICY: (A) THE LAND DESCRIBED IN THIS POLICY IS A PARCEL ON WHICH THERE IS LOCATED ONLY A ONE-TO-FOUR FAMILY RESIDENTIAL STRUCTURE (INCLUDING ANY IMPROVEMENTS ON THE LAND RELATED TO SUCH RESIDENTIAL USE) IN WHICH THE INSURED OWNER RESIDES OR INTENDS TO RESIDE; OR, (B) THE LAND CONSISTS OF A RESIDENTIAL CONDOMINIUM UNIT, TOGETHER WITH THE COMMON ELEMENTS APPURTENANT THERETO AND RELATED TO RESIDENTIAL USE THEREOF, IN WHICH INSURED OWNER RESIDES OR INTENDS TO RESIDE. THIS COVERAGE IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR COVERAGE THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR COVERAGE, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR COVERAGE, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. ENDIPG c-u wp IL-FSWM-'TEA-7200306-1-METRO-1412-SA9712015 LCE CONTRACT FOR THE PURCHASE OF 6415 DEMPSTER STREET,MORTON GROVE, ILLINOIS BETWEEN THE VILLAGE OF MORTON GROVE AND IMAGINE PROPERTY 777, LLC The VILLAGE OF MORTON GROVE, a municipal corporation and a home rule unit of government located in Cook County, Illinois ("Village") hereby agrees to purchase and Imagine Property 777, LLC, an Illinois limited liability company ("Seller"), hereby agrees to sell that property commonly known as 6415 Dempster Street, Morton Grove, Illinois 60053 and legally described in Exhibit "A" and all improvements thereon (the "Property") pursuant to the following terms and conditions: 1) PURCHASE PRICE: The Village shall pay Seller the sum of one million four hundred thousand dollars ($1,400,000) which shall be paid in good funds at closing as adjusted by agreement. and customary credits and prorations including tax prorations, earnest money, and unpaid utilities. 2) CLOSING: The Closing shall take place on or before December 31, 2013, at a location to be determined. 3) CONTINGENCY PERIOD AND INSPECTIONS. A. The Seller has provided to Village for Village's inspection, copies of all leases, contracts, surveys, environmental reports, soils tests, maps and plats for the Property in its possession and control. B. The Village may terminate this Contract for any reason prior to December 31, 2013, and in such event, the Earnest Money (and any interest earned thereon) shall be returned to the Village. 4) TAX PRORATIONS: The Seller shall be responsible for the payment of all real estate taxes through the date of closing f At closing, Seller shall deposit with Seller's attorney as escrowee, an amount equal to 125% of the 2012 real estate taxes for the property. When the 2013 tax bills are ascertained, Seller's attorney shall pay said taxes from the escrow, and shall provide the Village with proof of payment. If there are not sufficient funds in the escrow, Seller shall pay any amount due and owing prior to the due date of the tax bill. If after the payment of the 2013 tax bills, any amount remains in the escrow, it shall be paid to the Seller. 5) TITLE: At Seller's expense, Seller will deliver or cause to be delivered to the Village within five (5) days in advance of Closing, as evidence of title in Seller, a title commitment for an ALTA title insurance policy in the amount of the Purchase Price with extended coverage by a title company mutually acceptable to the parties issued on or subsequent to the Date of Acceptance of this Contract, subject only to items listed in Paragraph 7. The parties understand and agree the Seller's attorney shall order title insurance through Chicago Title Insurance Company. The parties shall each pay their respective usual and customary share of any requested additional title charges and the parties shall equally pay for any closing escrow incurred as a result of this transaction. If 1 the title commitment discloses any exceptions not acceptable to Village, then Seller shall have said exceptions or encroachments removed, or, with the Village's approval, have the title insurer commit to insure against loss or damage that may be caused by such exceptions or encroachments. If Seller fails to have unpermitted exceptions waived or title insured over prior to Closing, Village may elect to take the title as it then is, with the right to deduct from the Purchase Price prior encumbrances of a definite or ascertainable amount as shall be reasonably agreed by the parties. Seller shall furnish Village at Closing an Affidavit of Title covering the date of Closing, and shall sign any other customary forms required for issuance of an ALTA Insurance Policy. 6) SURVEY: Within seven (7) days after execution of this Agreement. Seller shall furnish a current ALTA survey of the Property dated March 17, 2011, and prepared by Spaceco Inc. showing all boundaries, rights-of-ways, easements, and set back lines, and evidencing that the property is free of all encroachments. Seller shall execute an affidavit stating no changes have been made to the property since the issuance of the survey, and shall within thirty (30) days after the Closing of the this contract, provide the Village with an updated survey` 7) DEED: Seller shall convey or cause to be conveyed to the Village good and merchantable title to the Property by recordable Warranty Deed subject only to: general real estate taxes not due and payable at the time of Closing, covenants, conditions, and restrictions of record, building lines and easements, applicable zoning and building laws, ordinances, restrictions and acts suffered or done by the Village if any, so long as they do not interfere with the current use and enjoyment of the Property. 8) POSSESSION: At closing, the Seller shall surrender the Property devoid of any tenancies and free and clear of any leases. 9) SELLER REPRESENTATIONS: Seller represents all leases and tenancies have been fully disclosed to Village, that Seller has not received written notice from any Governmental body of (a) zoning, building, fire or health code violations that have not been corrected; (b) any pending rezoning; or (c) a proposed or confirmed special assessment and/or special service area affecting the Property. Seller further represents Seller has no knowledge of boundary line disputes, easements or claims of easement not shown by the public records, any hazardous waste on the Property or any improvements for which the required permits were not obtained. 10) MAINTENANCE OF PROPERTY: The Property shall be maintained in the same condition as found on the date of the contract, normal wear and tear, excepted. 11) DESTRUCTION OR DAMAGE OF PROPERTY: If prior to the closing, the Property or any part thereof shall be destroyed or materially damaged by fire or other casualty, the 2 Village shall have the option to terminate this Contract, upon written notice given to the other party within ten (10) days after such material damage. In such an event, the earnest money shall be returned to the Village. If the foregoing option to terminate is not exercised, this Contract shall continue in full force and effect, and the Seller shall assign its interest in any insurance policies covering the property at the time of the fire or casualty to the Village. 12) DEFAULT: Seller shall be responsible for all damages, reasonable costs and expenses including attorney's fees due to the failure of the Seller to comply with the terms of this Contract. The Village shall be responsible for all damages, reasonable costs and expenses, including attorney's fees incurred by the Seller, in excess of any earnest money retained by Seller due to the failure of the Village to comply with the terms of this Contract. 13) TAX FREE EXCHANGE. Seller may sell the Property through a tax-free exchange under Section 1031 of the Internal Revenue Code. In connection therewith, the Village hereto agrees to execute such documents as are reasonably necessary or appropriate and to otherwise cooperate at no cost to the Village with the other to effectuate such exchange; provided the Village and its representatives shall have a reasonable opportunity to review such documents prior to the Closing. 14) NOTICE: All notices required shall be in writing and shall be delivered by personal delivery; by certified mail, return receipt requested which shall be effective on the date of mailing; or by sending facsimile transmission which shall be effective as of date and time of facsimile transmission, provided the notice transmitted shall be sent on business days during business hours (9:00 A.M. to 5:00 P.M. Central Standard time). In the event fax notice is transmitted during non-business hours, the effective date and time of notice is the first hour of the first business day following transmission. Notices to the Seller shall be addressed to Seller's attorney: William S. Bazianos, Esq. 135 South LaSalle Street, Suite 2100 Chicago, Illinois. Notices to the Village shall be addressed to: Teresa Hoffman Liston, Corporation Counsel 6101 Capulina Avenue Morton Grove, Illinois 60053 Fax: 847-965-4162. 3 15) MISCELLANEOUS: A. Time is of the essence of this Contract. B. The Seller shall pay for all county, state and municipal transfer taxes to the extent required by law. C. All disputes related to the construction or enforcement of these terms and provision shall be governed by the laws of the State of Illinois and are subject to the covenant of good faith and fair dealing implied in all Illinois contracts. D. The terms of this contract and all related negotiations shall be kept confidential to the extent allowed by law until this transaction has closed. E. The parties agree to comply with the reporting requirements of the applicable sections of the Internal Revenue Code and the Real Estate Settlement Procedures Act of 1974, as amended. 16) OPTION TO PURCHASE. Seller grants to the Village the option to purchase the property 6421-6457 Dempster Street, Morton Grove, Illinois 60053 for a purchase price of One Million One Hundred Thousand Dollars ($1,100,000.00) plus or minus all customary prorations ("Purchase Price"). This option right is exercisable any time .f' commencing on the Effective Date and ending on June 30, 2015, by giving written notice to the Seller. The parties shall execute a real estate contract substantially similar to tlte¢{;, contract allach.,d hc,ew as Exhibit B. The Village shall tender the full purchase price at closing and Seller shall provide the Village with a warranty deed conveying the property Irk free and clear of all liens and encumbrances, subject to covenant, conditions, and restrictions of record. All proper and customary closing adjustments and prorations shall be made at the closing. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE UNLESS AUTHORIZED BY THE VILLAGE BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE. This Agreement has been executed as of November 21 , 2013 (the "Effective Date"). Seller: Buyer: IMAGINE PROPERTY 777, LLC VILLAGE OF MORTON GROVE, ILLINOIS By: By: Name: Name: Daniel P. DiMaria Title: Title: Village President 4 15) MISCELLANEOUS: A. Time is of the essence of this Contract. B. The Seller shall pay for all county, state and municipal transfer taxes to the extent required by law. C. All disputes related to the construction or enforcement of these terms and provision shall be governed by the laws of the State of Illinois and are subject to the covenant of good faith and fair dealing implied in all Illinois contracts. D. The terms of this contract and all related negotiations shall be kept confidential to the extent allowed by law until this transaction has closed. E. The parties agree to comply with the reporting requirements of the applicable sections of the Internal Revenue Code and the Real Estate Settlement Procedures Act of 1974, as amended. 16) OPTION TO PURCHASE. Seller grants to the Village the option to purchase the property 6421-6457 Dempster Street, Morton Grove, Illinois 60053 for a purchase price of One Million One Hundred Thousand Dollars ($1,100,000.00) plus or minus all customary prorations ("Purchase Price"). This option right is exercisable any time commencing on the Effective Date and ending on June 30, 2015, by giving written notice to the Seller. The parties shall execute a real estate contract substantially similar to-the 11:./ s contract . The Village shall tender the full purchase price at closing and Seller shall provide the Village with a warranty deed conveying the property Y ✓" free and clear of all liens and encumbrances, subject to covenant, conditions, and restrictions of record. All proper and customary closing adjustments and prorations shall be made at the closing. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE UNLESS AUTHORIZED BY THE VILLAGE BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE. This Agreement has been executed as of November 2-7 , 2013 (the "Effective Date"). Seller: Buyer: IMAGINE PROPERTY 777, LLC VILLAGE OF MORTION GROVE, ILLINOIS By: By: Name: ILL Name: Daniel P. DiMaria Title: - ?-A a- Title: Village President 4 Exhibit A Legal Description PARCEL 1: LOTS 2 AND 3 IN AUGUST C. FIEDLER'S SUBDIVISION OF NORTHEAST 1/4 OF SECTION 19, TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 2: LOT 1 (EXCEPT THE NORTH 10 FEET THEREOF TAKEN FOR WIDENING OF DEMPSTER STREET) IN AUGUST C. FIEDLER'S SUBDIVISION IN THE NORTHEAST 1/4 OF SECTION 19, TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PIN(S): 10-19-202-001-0000 10-19-202-002-0000 10-19-202-003-0000 10-19-202-014-0000 10-19-202-015-0000 5 Exhibit B Real Estate Contract (Attached hereto.) 6 ASSIGNMENT of RELINQUISHED PROPERTY SALE AGREEMENT Re: Exchange No.: EX-18-12710 Relinquished Property: 6415 Dempster Street, Morton Grove , IL This Assignment of Sale Agreement (this "Sale Assignment") is made and entered into on November 27, 2013, by and among Imagine Property 77, LLC, an Illinois limited liability company ("Exchanger"), and Investment Property Exchange Services, Inc., a California corporation, as Qualified Intermediary under Exchange No. Ex-18-12710("Qualified Intermediary"). RECITALS A. Exchanger is a party to that certain Sale Agreement dated November 27, 2013 (which agreement, as amended, is referred to as the "Sale Agreement"). The property that is the subject of this transaction is described in the Sale Agreement and is referred to as the "Relinquished Property." If less than all of the property referred to in the Sale Agreement has been defined as "Relinquished Property" under the Exchange Agreement referenced below, then a description of the Relinquished Property is attached to this Sale Assignment as Exhibit A. B. Exchanger desires to assign to Qualified Intermediary certain interests and rights of Exchanger under the Sale Agreement, as more particularly set forth in this Sale Assignment. C. Exchanger and Qualified Intermediary have executed an Exchange Agreement (the "Exchange Agreement") in which Exchanger agrees to transfer the Relinquished Property to Qualified Intermediary in return for Qualified Intermediary's agreement to acquire Replacement Property and transfer the Replacement Property to Exchanger. (Capitalized terms used in this Sale Assignment without definition have the meanings defined in the Exchange Agreement.) AGREEMENT ROW, THEREFORE, with reference to the foregoing recitals, and in consideration of mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sale Agreement is hereby modified and supplemented as follows: 1. Assignment and Assumption. Exchanger assigns to Qualified Intermediary all of Exchanger's right, title and interest under the Sale Agreement with respect to the Relinquished Property and Qualified Intermediary accepts the foregoing assignment and assumes Exchanger's rights (but not Exchanger's obligations) to transfer the Relinquished Property, subject to the provisions of this Sale Assignment. Qualified Intermediary is substituted in place of Exchanger under the Sale Agreement solely for the purpose of transferring the assigned portion of the Relinquished Property to Buyer in order to facilitate the Exchange. 2. OPTIONAL: Special Reservation of Sale Proceeds. Notwithstanding anything contained hereinto the contrary, Exchanger reserves the sum of$ from the Sale proceeds attributable to the Relinquished Property (the "Reserved Proceeds"). Unless, prior to the close of the Sale transaction, Exchanger rescinds this election to receive the Reserved Proceeds, Settlement Agent will pay the Reserved Proceeds directly to Exchanger and the balance of the Sale proceeds will be paid to Qualified Intermediary as provided above in Section 1. Exchanger acknowledges that Exchanger's receipt of Reserved Proceeds will be a taxable transaction and will have an impact on the overall tax consequences of the Exchange. Assignment RQ 10.2013©Investment Property Exchange Services, Inc., 2013—All Rights Reserved 3. Qualified Intermediary as Seller: Direct Deeding. Exchanger and Qualified Intermediary acknowledge and agree that Qualified Intermediary will acquire the assigned portion of the Relinquished Property from Exchanger. Qualified Intermediary, as seller, instructs the Settlement Agent to record, register or deliver (as appropriate) a conveyance document transferring the Relinquished Property at close directly from Exchanger, as Grantor, to Buyer, as Grantee. All bills of sale, tenant lease assignments, general assignments and similar closing documents referenced in the Sale Agreement must be signed by Exchanger for the direct benefit of Buyer. None of the provisions of this Sale Assignment will in any way detract from the fact that pursuant to this Sale Assignment, Qualified Intermediary is deemed to be the seller of the Relinquished Property to Buyer for purposes of effecting a tax-deferred exchange under IRC §1031. 4. Exchanger's Release and Indemnity. Exchanger releases, discharges, holds harmless and indemnifies Qualified Intermediary from and against any claim, demand, liability, loss, damage, cost, or expense (collectively, "Claim") in connection with any matter relating to the Relinquished Property or any term, condition, or instrument referred to in this Sale Assignment or otherwise relating to the Exchange except to the extent directly caused by a Qualified Intermediary Fault. 5. Exchanger's Obligations. (a) To Buyer Exchanger is and will remain solely responsible and liable to Buyer for the performance of every warranty and obligation of Exchanger under the Sale Agreement, including (i) the satisfaction of any condition precedent to the closing of the transfer of the Relinquished Property that is the obligation of Exchanger under the Sale Agreement, (ii) the delivery of any notice, election or instrument that is either required or permitted to be made or delivered by Exchanger under the Sale Agreement, and (iii) the approval of any waiver or modification of any obligation of Buyer under the Sale Agreement. The assignment set forth in Section 1 above does not affect, limit, modify or impair in any way the representations, warranties, covenants or indemnifications made by Exchanger or the obligations of Exchanger under the Sale Agreement, which will continue to the benefit of Buyer. Nothing set forth in this Sale Assignment in any way releases Exchanger from any of Exchanger's obligations, liabilities, indemnifications, covenants, representations or warranties (whether express, implied in fact or implied at law) made under the Sale Agreement for the benefit of Buyer, or under any documents signed in connection with the Sale Agreement for the benefit of Buyer, including, without limitation, all collateral documents. (b) To Qualified Intermediary: This Sale Assignment does not modify or limit the obligations and duties of Exchanger to Qualified Intermediary, including and not limited to the provisions of Article V and Sections 7.1, 7.2 and 7.3 of the Exchange Agreement and this Sale Assignment does not entitle Exchanger to receive, control, pledge, borrow or otherwise obtain the benefits of the proceeds from the disposition of the Relinquished Property in contravention of the Exchange Agreement. 6. Survival. The acknowledgments and agreements of Exchanger and Qualified Intermediary set forth in this Sale Assignment will survive the closing and the delivery, recordation or registration of any conveyance deed or other document in connection therewith. 7. Counterparts; Interpretation. This Sale Assignment may be signed in counterparts and may be delivered by facsimile, and each counterpart and facsimile will be considered an original, but all of which, when taken together, will constitute one document. This Sale Assignment shall be interpreted to give each of the provisions their plain meaning, and the Sale Assignment shall not be construed for or against any party. The Recitals are incorporated into the Sale Assignment. 8. Litigation. If litigation is commenced between the parties regarding this Sale Assignment, the prevailing party will be entitled, in addition to such other relief as may be granted, to reasonable attomey's fees and costs at trial and on appeal. 2 Assignment RQ 10.2013©Investment Property Exchange Services, Inc., 2013—All Rights Reserved Except as expressly modified or amended in this Sale Assignment, all terms and conditions in the Sale Agreement remain unchanged. QUALIFIED INTERMEDIARY: Investment Property Exchange Services, Inc., a California corporation, as Qualified Intermediary under Exchange No. EX-18-12710 4ara� Fox Exchange Coordinator EXCHANGER(S): Imagine Property 77, LLC, an Illinoi limited)``liability company Lr J By: Its: Relinquished Property: 6415 Dempster Street, Morton Grove , IL • 3 Assignment RQ 10.2013©Investment Property Exchange Services, Inc., 2013—All Rights Reserved EX-18-12710 Exchanger Imagine Property 77, LLC, an Illinois limited liability company NOTICE TO BUYER Buyer is hereby notified that Exchanger has assigned its rights, but not its obligations, under the Sale Agreement to Investment Property Exchange Services, Inc., not individually, but solely in its capacity as Qualified Intermediary, for purposes of effecting a tax-deferred exchange under IRC §1031. Notwithstanding the assignment, Exchanger is and will remain solely responsible and liable to Buyer for the performance of every warranty and obligation of Exchanger under the Sale Agreement. Qualified Intermediary has not made or assumed and will not make or assume, nor will Qualified Intermediary be liable for, any covenant, duty or obligation of Exchanger or warranties that may remain in effect after the close of the Sale transaction. By signingk�low, Buyer acIFnpwledgesf op eceipt of a copy of the Sale Assignment and this Notice to Buyer on this L day of N?'e1t1X( , 20 BUYER(S): (--The VilIa�e o Morto Grove, Illinois By: Its: t In !^,52 Relinquished Property: 6415 Dempster Street, Morton Grove , IL In the event that Buyer has not signed above, I (the Settlement Agent) acknowledge that I delivered to Buyer a copy of the Sale Assignment and this Notice to Buyer on this day of 20 Claudia Brad Chicago Title Insurance Company 4 Assignment RQ 10.2013©Investment Property Exchange Services,Inc., 2013—All Rights Reserved STATE OF ILLINOIS) ) SS COUNTY OF COOK ) I. Ed Ramos, Village Clerk for the Village of Morton Grove in the County of Cook, in the State of Illinois, do hereby certify that the following, hereinafter described, are true and correct copies of the original documents which are part of the records of my office as such Village Clerk: Resolution 13-62 Authorizing the Village to Acquire Property Commonly Known as 6415 Dempster, Morton Grove, Illinois I hereby subscribe my name as Village Clerk and affix the Official Corporate Seal of the Village of Morton Grove, this 26th day of November 2013. ED RAMOS, Village Clerk Legislative Summary • Resolution 13-62 AUTHORIZING THE VILLAGE OF MORTON GROVE TO ACQUIRE PROPERTY COMMONLY KNOWN AS 6415 DEMPSTER STREET, MORTON GROVE, ILLINOIS Introduced: November 25. 2013 Objective: To authorize the purchase of property commonly known as 6415 Dempster Street. Purpose: This property will be land banked for future redevelopment. • Background: The Village through the years has acquired numerous pieces of property for possible future development. The property located at 6415 Dempster Street recently became available for purchase. This property is approximately 2.1 acres of vacant land on Dempster Street and could be resold to a Developer to further the economic development of the Village. Staff and the owner of the property have negotiated a "Letter of Intent" for the purchase of the property subject to the approval of the Village Board of Trustees. The terms of the Letter of Intent include: • Purchase Price $1.4 million; • Village shall have up to 45 days to obtain an appraisal and conduct an environmental testing; • Earnest money: 350,000; • Closing: December 31, 2013, or sooner by mutual agreement; • Option: the Seller will grant the Village an option to buy 6421-6457 Dempster Street,Morton Grove, Illinois, for a period of eighteen(18) months. Funds for this purchase are available in the Lehigh/Ferris TIP Reserve Fund and have been budgeted in the 2013 Village budget. Programs, Departments Finance Department, Village Administrator, and Legal Department or Groups Affected: Fiscal Impact: $1,400,000 Source of Funds: Funds for the purchase have been budgeted in the Lehigh/Ferris TIF Fund for 2013. Workload Impact: Corporation Counsel will handle the closing of this transaction as part of her normal workload. Administrator Approval as presented. Recommendation: Second Reading: Not Required Special Considerations or None Requirements: Administrator Approval OWzz — —Y f yary(J!Horne,`Village Administrator repared by: l✓''.G /J Teresa Hof/ Liston, Corporation Counsel RESOLUTION 13-62 AUTHORIZING THE VILLAGE OF MORTON GROVE TO ACQUIRE PROPERTY COMMONLY KNOWN AS 6415 DEMPSTER STREET, MORTON GROVE, ILLINOIS WHEREAS, the Village of Morton Grove(VILLAGE), located in Cook County, Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, it is in the best interest of the Village of Morton Grove to acquire the property commonly known as 6415 Dempster Street, Morton Grove, Illinois 60053 to be land banked for possible municipal use, or to further the economic development goals of the Village; and WHEREAS, the Village has sufficient funds in the Lehigh/Ferris TIF Fund Reserves for the purchase and acquisition of properties; and WHEREAS, the cost to acquire this property has been budgeted in the Lehigh/Ferris TIF Fund for fiscal year 2013; and WHEREAS, Village staff and the owner of the property have negotiated a"Letter of Intent" for the purchase of the property subject to the approval of the Village Board of Trustees; and WHEREAS, the terms of the Letter of Intent include: 1. The Purchase Price S1.4 million; 2. The Village shall have up to 45 days to obtain an appraisal and conduct an environmental testing. 3. Earnest money in the amount of 550,000 to be held by a mutually agreed escrowee—interest to accrue to the Village of Morton Grove. 4. Closing on December 31, 2013, or sooner by mutual agreement. 5. Option. The Seller will grant the Village an option to buy 6421-6457 Dempster Street, Morton Grove, Illinois, for a period of eighteen(18) months. NOW, THEREFORE BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth herein thereby making the findings as hereinabove set forth. SECTION 2: The Village Administrator and Corporation Counsel are hereby authorized to negotiate and the Village President and Village Clerk of the Village of Morton Grove are hereby authorized to execute a contract between the Village and the Owner of Record for the purchase of property commonly known as 6415 Dempster Street, Morton Grove, Illinois in substantial conformity with the terms and conditions set forth in the Letter of Intent dated October 30, 2013, a copy of which is attached hereto as Exhibit`A.". SECTION 3: The Village Administrator, Corporation Counsel and/or their designees are hereby authorized to prepare, execute, and deliver any documents or take any steps necessary to purchase said property pursuant to the contract. SECTION 4: This Resolution is an exercise of the home rule authority of the Village of Morton Grove and is intended to and, to the fullest extent allowed by the constitution of the State of Illinois, shall be construed as to supersede any contrary or conflicting state, county, or local rule or regulation. SECTION 5: This Resolution shall be in full force and effect from and after its passage, approval and publication according to law. PASSED this 25`h day of November 2013. Trustee Grear AYE Trustee Marcus 4Ye Trustee Pietron iqyE Trustee Thill A9 VC Trustee Toth !�i Y6 Trustee Witko ,qyE APPROVED by me this 25th day of November 2013. Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois APPROVED and FILED in my office this 26th day of November 2013. Ed Ramos, Village Clerk Village of Morton Grove Cook County, Illinois EXHIBIT A a of edorton grove Office of the Mayor and Board of Trustees October 30. 2013 Mr. Ted Mavrakis Mavrakis Properties 1601 Sherman Ave Evanston, Illinois 60201 Re: Letter of Intent Regarding the Purchase of 6415 Dempster Street and Option for Purchase of 6421 -- 6457 Dempster Street. Morton Grove. Illinois Dear Mr. Mavrakis: The following is the Village of Morton Grove's Letter of Intent to purchase that property commonly known as 6415 Dempster Street, Morton Grove. Illinois(the "Vacant Parcel") with an option to purchase the property commonly known as 6421-6457 Dempster Street. Morton Grove. Illinois (the "Strip Ma1I"), subject to the terms and conditions set forth herein. 1. The Property As used in this letter "the Property" and the"Vacant Parcel" means the 2.1 acre land parcel with a common address of 6415 Dempster Street on the south of Dempster Street. cast of Lincoln Avenue with the following Permanent Index Numbers 10-19-202-001-0000.10-19- 202-002-0000.10-19-202-003-0000.10-19-202-014-0000 and 10-19-202-015-0000. 3. The Option Parcel The "Option Parcel" and the "Strip Mall" means the approximately 32,950 square foot property south of Dempster Street. west of Lincoln Avenue. and east of the Metra railroad tracks. improved with a retail shopping center with a common address of 6421-6457 Dempster Street and a Permanent Index Number of 10-19-201-004-000. 3. Parties Sellers— Ted Mavrakis. Mavrakis Properties. or owner of record. Purchaser— Village of Moron Grove. a home rule municipal corporation ("Purchaser" or the Village- or its designee or assignee). 4. Purchase Price Purchaser shall pay up to $1.4 million for the Property subject to an appraisal to be completed for that property at the Village's expense and subject to the Investigation contingency set forth Richard T. Flickinger Municipal Center 61M Capuhna Avenue M0110:1 Grove- Illinois 01053-298c Tel: (<S47) 9(-,5-4100 Fax (S47 965-416' in paragraph 7. In the event the appraised property value of the Property is less than$1.4 million,the Village reserves the right to negotiate a lower purchase price. 5. Option to Purchase Seller shall grant to Purchaser an option to purchase the Option Parcel for an amount up to$1.1 million subject to an appraisal to be completed for that property at the Village's expense and subject to the investigational contingency set forth in paragraph 7. In the event the Village's appraisal of the Option Parcel is less than$1.1 million,the Village reserves the right to negotiate a reduced purchase price for the Option Parcel. The Village shall have eighteen(18) months to exercise the right to purchase the Option Parcel under the same terms and conditions (other than the purchase price) as set forth in the Purchase Contact for the Property. The closing date shall be thirty(30)days after the execution of a contract to purchase the Option Parcel. 6. Earnest Money Upon the execution of a Purchase Agreement,Purchaser shall deposit fifty thousand dollars ($50,000)in good funds as earnest money. Said funds shall be held by the Chicago Title and Trust Company for the benefit of the parties. All earnest money payments shall be applied against the purchase price at closing. Except as expressly provided otherwise in this Letter of Intent,the earnest money shall be non-refundable at the conclusion of the Village's Investigation Period as defined in Paragraph 7. 7. Investigation Period The Purchaser may perform such investigations as it deems appropriate during the forty-five (45) day Investigation Period which shall begin upon the execution of this Letter of Intent by the Seller. Upon the acceptance of this Letter of Intent, the Seller shall tender to Purchaser the following documents: A. All owner's title insurance policies for the property. B. All existing surveys for the property within the Village's possession. C. All environmental reports and studies regarding the property in Seller or Seller's agent's possession. D. All Lease Agreements for the Vacant Parcel/Property and the Strip Mall/Option Property During said Investigation Period, Purchaser and Purchaser's consultants and agents will have the right to enter upon the property to conduct soil tests and review and investigate engineering, planning,site planning,utilities, wetlands, environmental risk and other matters relative to Purchaser's intended use of the property. If during the Investigation Period, Purchaser decides for any reason whatsoever not to proceed with the contract,and so notifies the Seller in writing during said period, any contract executed by the parties shall be terminated and all earnest money and interest thereon shall be returned to Purchaser. 8. Approval Contingency Once the Investigation Period has been concluded and the Village has not terminated the contract,the property shall be deemed an"as is""cash deal"and shall not be subject to financing contingencies or zoning contingencies, and shall only be subject to Seller's obligation to provide clear title. 9. Closing Closing shall occur within thirty (30) days after the execution of the Purchase Agreement and the conclusion of the Investigation Period. 10. Brokerage Any brokerage commissions due on this transaction shall be the responsibility of the Seller only. II. Expression of Intent This letter is a preliminary expression of intent only and will expire within forty-five(45) calendar days. Upon the execution of this letter by Seller, the Parties' attorneys shall negotiate and prepare a contract which shall contain the terms and provisions set forth herein and other such other customary provisions and terms for similar transactions (including provisions concerning title. survey. closing costs allocations, proration, and representations) and such terms and conditions as the Parties shall agree. In the event the Parties fail to execute a contract for the sale of this property within forty-five (45)days after the execution of thic Lever of Intent, this Letter of Intent shall be automatically deemed terminated. This Letter of Intent is expressly conditioned on the Parties entering into a formal contract and the Village of Morton Grove Board of Trustees' approval of said contract and shall remain confidential to the extent allowed by law. Sincerely. A Daniel P. DiMaria Village President cc: Village President and Board of Trustees Ryan J. Home, Village Administrator Teresa Hoffman Liston, Corporation Counsel Nancy Radzevich. Community and Economic Development Director Approved and accepted this day of October 2013: Ted Mavrakis Mavrakis Properties STATE OF ILLINOIS) ) SS COUNTY OF COOK ) I, Ed Ramos, Village Clerk for the Village of Morton Grove in the County of Cook, in the State of Illinois, do hereby certify that the following, hereinafter described, are true and correct copies of the original documents which are part of the records of my office as such Village Clerk: Resolution 13-62 Authorizing the Village to Acquire Property Commonly Known as 6415 Dempster, Morton Grove, Illinois I hereby subscribe my name as Village Clerk and affix the Official Corporate Seal of the Village of Morton Grove, this 26th day of November 2013. n it5ZW Ell RAMOS, Village Clerk Legislative Summary Resolution 13-62 I AUTHORIZING THE VILLAGE OF MORTON GROVE TO ACQUIRE PROPERTY COMMONLY KNOWN AS 6415 DEMPSTER STREET, MORTON GROVE, ILLINOIS Introduced: November 25, 2013 Objective: To authorize the purchase of property commonly known as 6415 Dempster Street. Purpose: This property will be land banked for future redevelopment. • Background: The Village through the years has acquired numerous pieces of property for possible future development. The property,located at 6415 Dempster Street recently became available for purchase. This property is approximately 2.1 acres of vacant land on Dempster Street and could be resold to a Developer to further the economic development of the Village. Staff and the owner of the property have negotiated a "Letter of Intent" for the purchase of the property subject to the approval of the Village Board of Trustees. The terms of the Letter of Intent include: • Purchase Price 51.4 million; • Village shall have up to 45 days to obtain an appraisal and conduct an environmental testing; • Earnest money: 550.000; • Closing: December 31, 2013, or sooner by mutual agreement; • Option: the Seller will grant the Village an option to buy 6421-6457 Dempster Street,Morton Grove, Illinois. for a period of eighteen(18) months. Funds for this purchase are available in the Lehigh/FLiiis TIF Reserve Fund and have been budgeted in the 2013 Village budget. Programs, Departments Finance Department, Village Administrator, and Legal Department or Groups Affected: Fiscal Impact: 51,400,000 Source of Funds: Funds for the purchase have been budgeted in the Lehigh/Ferris TIF Fund for 2013. Workload Impact: Corporation Counsel will handle the closing of this transaction as part of her normal workload. Administrator j Approval as presented. Recommendation: Second Reading: Not Required Special Considerations or None Requirements: Administrator Approval ,O/,rb-- —Y 7--J ,,.A--- yan,/d(J-Iome`Village Administrator JL______- renared by: /r v' Teresa Hof' Liston, Corporation Counsel • RESOLUTION 13-62 AUTHORIZING THE VILLAGE OF MORTON GROVE TO ACQUIRE PROPERTY COMMONLY KNOWN AS 6415 DEMPSTER STREET,MORTON GROVE, ILLINOIS WHEREAS, the Village of Morton Grove (VILLAGE), located in Cook County, Illinois,is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, it is in the best interest of the Village of Morton Grove to acquire the property commonly known as 6415 Dempster Street, Morton Grove, Illinois 60053 to be land banked for possible municipal use, or to further the economic development goals of the Village; and WHEREAS, the Village has sufficient funds in the Lehigh/Ferris TIF Fund Reserves for the purchase and acquisition of properties; and WHEREAS, the cost to acquire this property has been budgeted in the Lehigh/Ferris TIF Fund for fiscal year 2013; and WHEREAS, Village staff and the owner of the property have negotiated a"Letter of Intent" for the purchase of the property subject to the approval of the Village Board of Trustees; and WHEREAS, the terms of the Letter of Intent include: 1. The Purchase Price$1.4 million; 2. The Village shall have up to 45 days to obtain an appraisal and conduct an environmental testing. 3. Earnest money in the amount of$50,000 to be held by a mutually agreed escrowee—interest to accrue to the Village of Morton Grove. 4. Closing on December 31, 2013, or sooner by mutual agreement. 5. Option. The Seller will grant the Village an option to buy 6421-6457 Dempster Street, Morton Grove, Illinois, for a period of eighteen (18) months. NOW, THEREFORE BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth herein thereby making the findings as hereinabove set forth. SECTION 2: The Village Administrator and Corporation Counsel are hereby authorized to negotiate and the Village President and Village Clerk of the Village of Morton Grove are hereby authorized to execute a contract between the Village and the Owner of Record for the purchase of property commonly known as 6415 Dempster Street, Morton Grove, Illinois in substantial conformity with the terms and conditions set forth in the Letter of Intent dated October 30, 2013, a copy of which is attached hereto as Exhibit"A". SECTION 3: The Village Administrator, Corporation Counsel andior their designees are hereby authorized to prepare, execute, and deliver any documents or take any steps necessary to purchase said property pursuant to the contract. SECTION 4: This Resolution is an exercise of the home rule authority of the Village of Morton Grove and is intended to and, to the fullest extent allowed by the constitution of the State of Illinois, shall be construed as to supersede any contrary or conflicting state, county, or local rule or regulation. SECTION 5: This Resolution shall be in full force and effect from and after its passage, approval and publication according to law. PASSED this 25th day of November 2013. Trustee Grear 4) Trustee Marcus are. Trustee Pietron Avg Trustee Thill Trustee Toth Igy� Trustee Witko 4ye: APPROVED by me this 25th day of November 2013. Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois APPROVED and FILED in my office this 26th day of November 2013. eXc =411/M Ed Ramos, Village Clerk Village of Morton Grove Cook County,Illinois EXHIBIT A of c51orton grove Office of the Mayor and Board of Trustees October 30.2013 Mr. Ted Mavrakis Mavrakis Properties 1601 Sherman Ave Evanston- Illinois 60201 Re: Letter of Intent Regarding the Purchase of 6415 Dempster Street and Option for Purchase of 6421 -6457 Dempster Street. Morton Grove. Illinois Dear Mr. Mavrakis: The following is the Village of Morton Grove's Letter of Intern to purchase that property commonly known as 6415 Dempster Street, Morton Grove. Illinois (the"Vacant Parcel") with an option to purchase the property commonly known as 6421-6457 Dempster Street- Morton Grove. Illinois(the "Strip Mall"). subject to the terms and conditions set forth herein. 1. The Property As used in this letter the Property" and the -Vacant Parcel" means the 2.1 acre land parcel with a common address of 6415 Dempster Street on the south of Dempster Street. cast of Lincoln Avenue with the following Permanent index Numbers 10-19-202-001-0000.10-19- 202-002-000010-19-202-003-0000,10-19-202-014-0000 and 10-19-202-015-0000. The Option Parcel The "Option Parcel" and the "Strip Mall" means the approximately 32.950 square foot property south of Dempster Street. west of Lincoln Avenue. and east of the Mena railroad tracks. improved with a retail shopping center with a common address of 6421-6457 Dempster Street and a Permanent Index Number of 10-19-20 i-004-000. 3. Parties Sellers- Ted Mavrakis, Mavrakis Properties. or owner of record. Purchaser- Village of Morton Grove. a home rule municipal corporation ("Purchaser" or "the Village- or its designee or assignee). 4. Purchase Price Purchaser shall pay up to SI.4 million for the Property subject to an appraisal to be completed for that property at the Village's expense and subject to the Investigation contingency set forth Richard T. Flickinger Municinal Center 6101 Capulina Avenue - Morton Grove. Illinoie 60053-19X5 're!: (S47) 905-4100 Fax: (S4-7; 965-4162 in paragraph 7. In the event the appraised property value of the Property is less than$1.4 million,the Village reserves the right to negotiate a lower purchase price. 5. Option to Purchase Seller shall grant to Purchaser an option to purchase the Option Parcel for an amount up to $1.1 million subject to an appraisal to be completed for that property at the Village's expense and subject to the investigational contingency set forth in paragraph 7. In the event the Village's appraisal of the Option Parcel is less than$1.1 million,the Village reserves the right to negotiate a reduced purchase price for the Option Parcel. The Village shall have eighteen(18) months to exercise the right to purchase the Option Parcel under the same terms and conditions (other than the purchase price) as set forth in the Purchase Contact for the Property. The closing date shall be thirty(30)days after the execution of a contract to purchase the Option Parcel. 6. Earnest Money Upon the execution of a Purchase Agreement, Purchaser shall deposit fifty thousand dollars ($50,000)in good funds as earnest money. Said funds shall be held by the Chicago Title and Trust Company for the benefit of the parties. All earnest money payments shall be applied against the purchase price at closing. Except as expressly provided otherwise in this Letter of Intent, the earnest money shall be non-refundable at the conclusion of the Village's Investigation Period as defined in Paragraph 7. 7. Investigation Period The Purchaser may perform such investigations as it deems appropriate during the forty-five (45)day Investigation Period which shall begin upon the execution of this Letter of Intent by the Seller. Upon the acceptance of this Letter of Intent,the Seller shall tender to Purchaser the following documents: A. All owner's title insurance policies for the property. B. All existing surveys for the property within the Village's possession. C. All environmental reports and studies regarding the property in Seller or Seller's agent's possession. D. All Lease Agreements for the Vacant Parcel/Property and the Strip Mall/Option Property During said Investigation Period, Purchaser and Purchaser's consultants and agents will have the right to enter upon the property to conduct soil tests and review and investigate engineering, planning, site planning, utiiities, wetlands, environmental risk and other matters relative to Purchaser's intended use of the property. If during the Investigation Period, Purchaser decides for any reason whatsoever not to proceed with the contract, and so notifies the Seller in writing during said period, any contract executed by the parties shall be terminated and all earnest money and interest thereon shall be returned to Purchaser. 8. Approval Contingency Once the Investigation Period has been concluded and the Village has not terminated the contact, the property shall be deemed an "as is""cash deal"and shall not be subject to financing contingencies or zoning contingencies, and shall only be subject to Seller's obligation to provide clear title. 9. Closing Closing shall occur within thirty (30) days after the execution of the Purchase Agreement and the conclusion of the Investigation Period. 10. Brokerage Any brokerage commissions due on this transaction shall be the responsibility of the Seller only. I I. Expression of Intent This letter is a preliminary expression of intent only and will expire within forty-five (45) calendar days. Upon the execution of this letter by Seller, the Parties` attorneys shall negotiate and prepare a contract which shall contain the terms and provisions set forth herein and other such other customary provisions and terms for similar transactions (including provisions concerning title, survey. closing costs allocations, prorations, and representations) and such terms and conditions as the Parties shall agree. In the event the Parties fail to execute a contract for the sale of t is property within forty-five (45)days after the execution of this -t er of Intent, this Letter of Intent shall he automatically deemed terminated. This Letter of Intent is expressly conditioned on the Parties entering into a formal contract and the Village of Morton Grove Board of Trustees' approval of said contract and shall remain confidential to the extent allowed by law. Sincerely. Daniel P. DiMaria Village President cc: Village President and Board of Trustees Ryan J. Home. Village Administrator Teresa Hoffman Liston, Corporation Counsel Nancy Radzevich. Community and Economic Development Director Approved and accepted this day of October 3013: Ted Mavrakis Mavrakis Properties