O-38-15 Authorizing the Acquisition of Certain Real Property Known as 12775 Main St VILLAGE OF LEMONT
ORDINANCE NO. 0-3g -15
AN ORDINANCE AUTHORIZING THE ACQUISITION OF CERTAIN REAL
PROPERTY KNOWN AS 12775 MAIN STREET
ADOPTED BY THE
PRESIDENT AND THE BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT
THIS 9TH DAY OF NOVEMBER,2015
Published in pamphlet form by
Authority of the President and
Board of Trustees of the Village of
Lemont, Counties of Cook, Will and
DuPage, Illinois, this 9th day of November 2015.
Ordinance No. 0-3 g -15
AN ORDINANCE AUTHORIZING THE
ACQUISITION OF CERTAIN REAL PROPERTY KNOWN
AS 12775 MAIN STREET
WHEREAS,the Village Board finds that the acquisition of the real property legally
described on Exhibit A and commonly known as 12775 Main Street(PIN 22-13-302-005), is
necessary, convenient and in the interest of the Village of Lemont;
WHEREAS,pursuant to Section 5/2-2-12 of the Illinois Municipal Code (65 ILCS 5/2-2-
12) the Village of Lemont ("Village") may acquire and hold real property for corporate purposes;
and
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE PRESIDENT AND
THE VILLAGE BOARD OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND
WILL COUNTIES,ILLINOIS, AS FOLLOWS:
SECTION 1: The Village Board finds the above recitals to be true, incorporates them into
this ordinance, and further finds that it is necessary, convenient and in the interest of public health,
safety and welfare of the residents of the Village to acquire the real property legally described on
Exhibit A.
SECTION 2: The Mayor, Mayor Pro Tem and the Village Administrator are hereby
authorized to execute the Agreement for Sale and Purchase attached as Exhibit B and is hereby
authorized to take any other steps necessary to otherwise carry out this Ordinance and carry out
any other actions as they deem in the best interest of the Village of Lemont.
SECTION 3: Upon execution of Exhibit B and the filing of same with the Village Clerk,
the Mayor and the Village Administrator are authorized to execute any and all documents and to
take all necessary actions to acquire said Property. The Village Attorney Tressler LLP, Jeffrey M.
Stein and William G. Raysa, or their designees, are authorized to execute any and all documents
which are necessary for the closing of the transaction at or prior to the closing of this transaction.
SECTION 4: That this Ordinance shall be in full force and effect from and after its
passage, approval and publication as required by law.
2
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE,
ILLINOIS, on this 9th day of November, 2015.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYS: ABSENT: ABSTAIN
Debby Blatzer V
Paul Chialdikas
Clifford Miklos
Ron Stapleton ✓
Rick Sniegowski
Jeanette Virgilio
ir`, 1:3(
BRIAN K.4`AVES
resident qq
J ` ytt,
ATTEST:
/ ,
CHARLENE M. SMOLLEN
Village Clerk
3
EXHIBIT A
LEGAL DESCRIPTION
More commonly known as 12775 Main Street, Lemont, Illinois 60439
Tax I.D. Nos: 22-13-302-005-0000
Legal:
THE EAST 110 FEET OF LOT 9 IN COUNTY CERK'S DIVISION OF
SECTION 13, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD
PRINCIPAL MERIDIAN EXCEPT THAT PART BOUNDED AND
DESCRIBED AS FOLLOWS BEGINNING AT THE NORTHEAST CORNER
OF THE ABOVE DESCRIBED TRACT, THENCE WESTERLY ALONG THE
NORTH LINE THEREOF A DISTANCE OF 62.9 FEET TO A POINT,
THENCE SOUTHEASTERLY ALONG A STRAIGHT LINE A DISTANCE OF
160.8 FEET MORE OR LESS, TO A POINT IN THE EAST LINE OF SAID
EAST 100 FEET OF LOT 9 DISTANCE 50 FEET NORTH OF THE NORTH
LINE OF CHICAGO JOLIET ROAD (SOUTH LINE OF LOT 9,) THENCE
NORTH ALONG SAID EAST LINE A DISTANCE OF 148 FEET, MORE OR
LESS TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.
4
EXHIBIT B
AGREEMENT FOR SALE AND PURCHASE
5
EKF 10/30/15
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT FOR SALE AND PURCHASE (herein "Agreement"), is made as
of the 9'th day of NhVeim&r, 2015 (herein "Effective Date") and entered into by and
between BALSAMO BROTHERS RACING, INC., an Illinois corporation (herein "Seller"), and
the VILLAGE OF LEMONT, an Illinois municipal corporation (herein "Purchaser"). The
Purchaser and the Seller are collectively referred to herein as "Parties" and, in consideration of
their mutual promises and covenants herein contained, the Parties agree as follows:
I. RECITALS
A. The Seller desires to sell and the Purchaser desires to acquire the fee title ownership
of certain real property commonly known as 12775 Main Street (herein "Property"), Lemont
Illinois, legally described in Section II of this Agreement.
B. The Parties acknowledge that the culmination of the transaction contemplated in
this Agreement (herein the "Closing") expected to occur on , 2015, but may be
delayed to a date later than , 2015, in the event the Purchaser's investigation of the
soil conditions of the Property reveal conditions requiring remediation thereof; and in such event
the Parties will agree to further delay the Closing from , 2015, until a date and time
mutually agreed upon by the attorneys for the Parties after the date certain contingencies recited
later in this Agreement have occurred.
II. PROPERTY TO BE SOLD AND CONVEYED
A. The Seller shall sell and convey to the Purchaser and the Purchaser shall purchase
from the Seller, for the purchase price set forth in Section III and upon the terms and conditions
herein set forth, the Property which has the following permanent property index number: 22-13-
302-005; and is legally described as:
THE EAST 110 FEET OF LOT 9 IN COUNTY CERK'S DIVISION OF SECTION 13, TOWNSHIP 37
NORTH, RANGE II, EAST OF THE THIRD PRINCIPAL MERIDIAN EXCEPT THAT PART
BOUNDED AND DESCRIBED AS FOLLOWS BEGINNING AT THE NORTHEAST CORNER OF
THE ABOVE DESCRIBED TRACT,THENCE WESTERLY ALONG THE NORTH LINE THEREOF A
DISTANCE OF 62.9 FEET TO A POINT,THENCE SOUTHEASTERLY ALONG A STRAIGHT LINE
A DISTANCE OF 160.8 FEET MORE OR LESS, TO A POINT IN THE EAST LINE OF SAID EAST
100 FEET OF LOT 9 DISTANCE 50 FEET NORTH OF THE NORTH LINE OF CHICAGO JOLIET
ROAD (SOUTH LINE OF LOT 9,) THENCE NORTH ALONG SAID EAST LINE A DISTANCE OF
148 FEET,MORE OR LESS TO THE POINT OF BEGINNING, IN COOK COUNTY,ILLINOIS.
B. No personal property is included in the sale of the Property.
355784_2
III. PURCHASE PRICE
The purchase price to be paid to the Seller by the Purchaser for the Property shall be
payable as follows: Five Hundred Thousand and No/100ths United States Dollars ($500,000.00)
(herein "Purchase Price") shall be paid in cash into an escrow as set forth in Section IV.
IV. ESCROW DEPOSITS—PAYMENT OF BASIC PURCHASE PRICE
A. Following execution of this Agreement, the respective attorneys for each of the
Parties will establish a strict joint order escrow in form substantially as that attached hereto as
Exhibit A (herein "Joint Order Escrow") with the Westchester branch of Chicago Title
Insurance Company and Chicago Title and Trust Company (collectively herein "Title
Company"). The cost of the Joint Order Escrow shall be borne equally by the Parties.
B. Provided the Joint Order Escrow has been established with the Title Company, the
Purchaser shall deposit the Purchase Price into the Joint Order Escrow prior to Closing. In the
event the Purchase Price in the Joint Order Escrow is placed into an interest-bearing account in
the sole discretion of and at the direction of either the Seller or the Purchaser, all interest shall
accrue in favor of and be paid to the Purchaser at the termination of the Joint Order Escrow.
V. DUE DILIGENCE: INSPECTION,TITLE AND SURVEY MATTERS
During the time between the Effective Date and the date which is thirty (30) days after
the Effective Date, and in accordance with an Access Agreement in a form substantially as that
attached hereto as Exhibit B the Purchaser's duly authorized officers, agents, and independent
contractors shall have the right to enter upon the Property and into the buildings thereon to
undertake surveys, review of the condition of title, studies, tests and other investigations (herein
"Due Diligence") as the Purchaser deems necessary including but not limited to: Soils and
environmental studies, structural and mechanical studies, and asbestos studies, whether
contemplated in this Section or not. This thirty(30) day period, within which the Purchaser shall
perform its Due Diligence, shall be extended by the Seller for one (1) additional thirty (30) day
period in the event the Purchaser determines in its sole and absolute discretion that additional
studies or other investigations are required or desirable. In order to extend this time for such one
additional thirty (30) day period pursuant to the immediately preceding sentence, the Purchaser
shall deliver a written notification thereof given in the manner set forth in Section XIII of this
Agreement (herein "Notice") to the Seller on or prior to the thirtieth (30th)day after the Effective
Date. This sixty (60) day period, as the case may be, is herein the "Due Diligence Period". To
the extent such information is in the possession or control of the Seller or may be obtained by the
Seller at the Purchaser's cost and expense through the exercise of commercially reasonable
efforts, such information shall be furnished by the Seller to the Purchaser.
A. Hazardous Materials and Other Site Investigation. During the Due Diligence
Period and at the sole cost and expense of the Purchaser, the Purchaser will cause to be
conducted a Phase 1 Environmental Site Assessment.
1. Following its receipt of each, the Purchaser shall provide the Seller with a
copy of the Survey and a copy of the Phase 1 Environmental Site Assessment.
355784_2 2
2. If the Phase 1 Environmental Site Assessment reveals recognized
environmental conditions for the potential presence of petroleum products or hazardous
substances on the Property (herein "Soil Contamination"), the Purchaser shall at the Purchaser's
cost cause a Phase 2 Environmental Site Assessment of the Property to be conducted.
3. If the Purchaser's Phase 2 Environmental Site Assessment reveals the
presence of Soil Contamination, the Seller, in its sole discretion and at its sole option may either
(a) terminate this Agreement or (b) authorize the Purchaser to undertake remediation of the Soil
Contamination at the Seller's sole cost and expense with diligent and continuous effort, promptly
commencing such remediation and thereafter prosecuting same with diligence and continuity. In
the event the Seller has chosen option (b), the time of Closing shall be extended until the
remediation has been completed provided the Seller is not in Default for having failed to
continuously prosecute such remediation with diligence and continuity.
4. By the expiration of the Due Diligence Period, if the Purchaser chooses to do
so, the Purchaser will have examined all soils, engineering, environmental, hazardous waste,
geotechnical, wetlands, feasibility and other studies and reports which the Purchaser obtains in
connection with the Property and such other information relating to the Property that is
specifically requested by the Purchaser of the Seller by Notice given prior to the expiration of the
Due Diligence Period, to the extent such information is in the possession or control of the Seller
or may be obtained by the Seller at the Purchaser's cost and expense through the exercise of
commercially reasonable efforts.
5. During the Due Diligence Period, the Purchaser may also obtain and review
written reports of searches of the records of the Office of Recorder of Deeds of Cook County
(herein "Recorder"), Illinois, the Secretary of State of Illinois, the U.S. District Court for the
Northern District of Illinois and any such other necessary governmental agencies confirming the
absence or presence of security interests,judgments, tax liens and bankruptcy proceedings which
affect or could affect the Property or any interest therein to be transferred to the Purchaser
pursuant to this Agreement.
B. The Parties hereby acknowledge receipt of the Title Company's Title Insurance
Commitment No. dated , 2015 (herein "Title Commitment"
attached hereto and hereby made a part hereof as Exhibit C) issued by the Title Company
showing the condition of title to the Property and wherein the Title Company shall commit to
issue to the Purchaser in the amount of the Purchase Price an owner's title insurance policy, being
an American Property Title Association (herein "ALTA") Form B owner's title insurance policy,
naming the Purchaser as the proposed insured, with extended coverage over the five general
exceptions and revealing that the Seller is the owner and titleholder of record of the Property and
revealing, in addition, all access, ingress and egress and utility easements and right-of-way required
hereunder or used in connection with the Property as being held by and for the benefit of the Seller
and containing endorsements over all the general title exceptions as well as location, ALTA
survey contiguity, access and "EPA Superlien" endorsements (herein "Title Policy"). As to the
matters therein set forth, the Seller shall cooperate to obtain such coverage and endorsements.
C. During the Due Diligence Period and at the Seller's sole cost and expense, the
Purchaser shall cause a current survey of the Property dated not more than six (6) months prior to
the Closing (herein "Survey") to be prepared by a registered real estate surveyor, licensed by the
State of Illinois, in accordance with ALTA/ASCM survey standards and certified to the Title
Company and the Purchaser as necessary to satisfy the requirements for title insurance with the
355784_2 3
extended coverage described in this Agreement and showing all improvements presently located
on the Property, including buildings, fences, patios, sidewalks and driveways; all easements of
record; building set back lines of record; measurements of all lot lines and distances thereof to
the buildings; and encroachments, if any.
D. The Title Commitment and Survey (collectively herein "Title Evidence") described
in this Section V may disclose: (a) general real estate taxes not yet due and payable as of the
Closing Date; (b) covenants, easements, restrictions and documents of record which, in the
Purchaser's sole judgment, do not interfere with or adversely affect the Purchaser's intended use
of the Property; and (c) any other matters not objected to in writing by the Purchaser and which
are acceptable to the Purchaser in its sole and absolute discretion (collectively, herein
"Permitted Exceptions").
1. The Seller shall cooperate with Purchaser in the ascertainment of liens and
encumbrances of a definite and ascertainable amount which arise on or before the date of
Closing. During the Due Diligence Period and prior to Closing, the Purchaser shall review the
Title Commitment (Exhibit C) which shall be later-dated at Closing as well as the Survey and
shall be permitted to identify the "Unpermitted Exceptions" herein collectively "Unpermitted
Exceptions" includes: (i) liens and encumbrances of a definite and ascertainable amount
appearing in the Title Commitment (Exhibit C), (ii) liens and encumbrances of a definite and
ascertainable amount which have arisen after the date of the Title Commitment (Exhibit C), (iii)
Survey matters for which Notice is given and (iv) Defects. Following receipt of Notice thereof,
the Seller and the Purchaser shall cooperate to remove such Unpermitted Exceptions at the
Seller's sole cost and expense.
a. It is understood that all Unpermitted Exceptions shall be removed by
the Seller at the Seller's sole cost and expense prior to Closing.
b. The Seller represents, warrants and covenants that between the date of
the Title Commitment(Exhibit C) and the conclusion of the Due Diligence Period, if title
to the Property is or becomes encumbered with Unpermitted Exceptions or if the Seller is
unable to remove the Unpermitted Exceptions, the Purchaser shall be permitted to
terminate this Agreement in its sole discretion and all of the Purchase Price shall be
returned to the Purchaser and, upon the Purchaser's receipt of the Purchase Price, this
Agreement shall be null and void and of no further force or effect and forward a
statement for its costs to the Seller.
2. If the Title Evidence discloses: Deficiencies in endorsements or in matters
other than the Permitted Exceptions or Unpermitted Exceptions; or, with respect to any UCC
Statement, liens or claims not permitted hereunder; or liens and encumbrances of a definite and
ascertainable amount (hereinafter collectively referred to as "Defects"), the Defects shall, as a
condition of the Closing, be corrected by the Seller within five (5) days of Notice from the
Purchaser.
E. Notwithstanding anything in this Agreement to the contrary, if for any reason and in
its sole and absolute discretion the Purchaser is dissatisfied with the title, inspection and/or
survey matters, the Purchaser's Village Administrator shall give or cause to be given Notice to
the Title Company and the Seller and thereupon the Title Company without further authorization
shall return all of the Purchase Price to the Purchaser and, upon the Purchaser's receipt of the
Purchase Price, this Agreement shall be null and void and of no further force or effect.
355784_2 4
VI. FOLLOWING THE DUE DILIGENCE PERIOD—PRIOR TO CLOSING
A. If the Purchaser is satisfied with the title, inspection, due diligence and survey
matters, the Purchaser's Village Administrator shall deliver or cause to be delivered a Notice to
the Seller and the Title Company stating the Purchaser's formal, official written acceptance
(herein "Notice of Approval") of the title, inspection and survey matters of the Property.
1. If such Notice of Approval is given, upon receipt of the above Notice of
Approval the Seller shall deposit into the Joint Order Escrow the Seller's recordable special
corporate deed fully executed and in the form thereof attached hereto and made a part hereof as
Exhibit D (herein "Special Corporate Deed") conveying to the Purchaser fee title to the
Property free and clear of all claims, liens and encumbrances, except for any Permitted
Exceptions.
2. Upon receipt of the Special Corporate Deed from the Seller, the Title
Company shall utilize as much of the Purchase Price as is necessary to clear title of all (i) liens
and encumbrances of a definite and ascertainable amount appearing in the Title Commitment
(Exhibit C), (ii) all outstanding mortgages of record and all other liens and encumbrances of a
definite and ascertainable amount which have arisen after the date of the Title Commitment
(Exhibit C), (iii) Survey matters that the Purchaser finds objectionable in its sole and absolute
discretion and which it identifies by Notice to the Seller and (iv) Defects [collectively, (i) liens
and encumbrances of a definite and ascertainable amount appearing in the Title Commitment
(Exhibit C), (ii) liens and encumbrances of a definite and ascertainable amount which have
arisen after the date of the Title Commitment (Exhibit C), (iii) Survey matters for which Notice
is given and (iv) Defects are herein "Unpermitted Exceptions"] which have arisen before or
after the date of the Title Commitment (Exhibit C), unless such exceptions arose by actions of
the Purchaser or its agents; and forward the remaining balance of the Purchase Price, if any, to
the Seller.
B. Between the Effective Date hereof and the Closing Date the Seller shall not cause
the Property or any part thereof to be alienated, encumbered or transferred in favor of or to any
person, firm, company or corporation whatsoever.
C. Between the Effective Date and the Closing Date, the Purchaser shall have the
continuing right from time to time at reasonable times with reasonable prior Notice to the Seller
to periodically inspect the Property, but no such inspections shall relieve the Seller of the Seller's
obligations hereunder or constitute any waiver by the Purchaser hereunder. In carrying out its
reviews, searches and studies as contemplated in this Section, and in accordance with Exhibit B,
the Purchaser and its agents and/or representatives shall have the right, at their own risk, to enter
upon the Property at any time prior to the Closing for any lawful purpose, including but not
limited to: Verifications of information, and conducting investigations, tests and studies, soils
tests, borings and hazardous waste studies.
1. The Purchaser shall hold and save the Seller harmless from all Damages
which result from the Purchaser's and its agents' or representatives' entry upon the Property
prior to Closing. As used in this Agreement, "Damages" means: Any and all loss, liability,
expenses, costs, actions, causes of action, lawsuits, claims, demands, losses and liabilities; and
other deficiencies, including but not limited to interest, penalties, reasonable attorneys fees and
expenses of litigation.
355784_2 5
2. Any investigation or inspection conducted by the Purchaser or any agent or
representative of the Purchaser pursuant to this Agreement, in order to verify independently the
Seller's satisfaction of any conditions precedent to the Purchaser's obligations hereunder or to
determine whether the Seller's representations and warranties made in this Agreement are true
and accurate, shall not affect (or constitute a waiver by the Purchaser of) any of the Seller's
representations, warranties or obligations hereunder or the Purchaser's reliance thereon.
D. Notwithstanding anything in this Agreement to the contrary, if for any reason and in
its sole and absolute discretion the Purchaser is not satisfied with the Property, the Purchaser
may elect to terminate this Agreement and thereupon the Purchaser's Village Administrator shall
give or cause to be given Notice to the Title Company and the Seller; and thereupon the Title
Company without further authorization shall return all of the Purchase Price to the Purchaser
and, upon the Purchaser's receipt of the Purchase Price, this Agreement shall be null and void
and of no further force or effect.
VII. CONVEYANCE OF TITLE — COSTS
On the Closing Date and time selected by mutual agreement of the Parties' attorneys
following the Due Diligence Period as same may be extended by the Purchaser and/or the time
during which remediation is being prosecuted by the Seller with diligence and continuity, as the
case may be, the Parties' attorneys will meet in the escrowee's office at the Title Company for
the Closing and the culmination of all of the conveyancing by the Seller to the Purchaser and
payment of the Purchase Price by the Purchaser to the Seller using a New York style Closing.
A. At Closing the Seller shall deliver or cause to be delivered the following items to
the Purchaser:
I. An ALTA Affidavit of Title.
2. A Closing Statement with credits for real estate tax and other prorations set
forth in Section VIII.
3. The Title Policy.
4. Transfer tax declarations. [Note: While no transfer tax shall be due or payable
in connection with any such conveyance to the Purchaser or asserted by Purchaser as part of the
purchase price in connection with any such conveyance to the Purchaser, the Seller shall furnish
all declarations required.]
5. The Seller's certificate to the Purchaser dated as of the Closing Date
confirming that the representations and warranties set forth in Section X are true and correct on
and have been remade as of the Closing Date.
6. A non-foreign certificate sufficient in form and substance to relieve the Seller of
any and all withholding obligations under federal law, which certificate shall be reasonably
satisfactory to the Title Company.
7. Possession of the Property shall be delivered to the Purchaser on Closing, in
substantially the same condition as of the Effective Date, except for any required remediation
having been accomplished theretofore.
B. At Closing the Purchaser shall deliver the following items to the Seller:
355784_2 6
1. Provided possession has been surrendered by the Seller to the Purchaser on or
before the Closing, the Five Hundred thousand and No One-hundredths Dollar ($500,000.00)
Purchase Price after all principal and accrued interest on all outstanding mortgages of record, all
other liens and encumbrances of a definite or ascertainable amount have been paid and all
Unpermitted Exceptions waived by the title Company.
2. The Purchaser's certificate dated as of the Closing Date confirming that the
representations and warranties set forth in Section XI are true and correct on and have been
remade as of the Closing Date.
3. A non-foreign certificate sufficient in form and substance to relieve the
Purchaser of any and all withholding obligations under federal law, which certificate shall be
reasonably satisfactory to the Title Company.
C. All costs associated with the condition of title, title insurance and survey fees;
recording fees, documentary and/or transfer taxes payable in connection with the delivery or
recordation of any instrument or document provided in or contemplated by this Agreement or any
agreement described or referred to herein, if any; any sales and/or transaction taxes payable by
reason of the transaction herein described; and all other Closing and conveyancing costs and
expenses necessary to effectuate the sale contemplated by this Agreement shall be borne entirely
by and shall be paid by the Seller, excluding the Purchaser's attorneys' fees and the Recorder's
charges for recording the Special Corporate Deed and excluding later date charges attributable to
Purchaser. All New York style closing as well as escrow charges shall be borne equally by the
Parties. The Seller shall pay all liens and encumbrances of a definite or ascertainable amount
which appear in the Title Commitment (Exhibit B) as later-dated as of the date of Closing and
which shall be removed from title at or before Closing.
D. Upon Closing, at the Purchaser's cost and expense, the Title Company, as the case
may be, shall file the Seller's Special Corporate Deed with the Recorder for recordation against
title to the Property.
VIII. PRORATIONS AND ADJUSTMENTS
At Closing, an adjustment to the Purchase Price shall be made between Seller and Purchaser
on a per diem basis through the Closing Date for rents, premiums under assignable insurance
policies, water and other utility charges, fuels, prepaid service contracts, and other similar items.
The amount of general real estate taxes and other state or city taxes, charges and assessments levied
against the Property, not yet due and payable or due but not yet paid, shall be prorated at Closing
through the Closing Date on the basis of 100% of the most recent ascertainable amount. All other
prorations shall be final.
IX. CONDITIONS TO CLOSING
A. In addition to any conditions provided in other provisions of this Agreement, the
obligations of the Purchaser herein to purchase the Property shall be subject to the fulfillment of
the following conditions on or prior to the Closing Date, each of which shall continue as specific
conditions to Closing:
355784_2 7
1. The representations and warranties of the Seller contained in Section X shall
be true and correct as of the Closing.
2. At no time prior to the Closing shall any of the following have been done by or
against or with respect to Seller: (a) the commencement of a case under Title 11 of the U.S. Code,
as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy
law or other similar law; (b)the appointment of a trustee or receiver of any property interest; or(c)
an assignment for the benefit of creditors.
3. The issuance by the Title Company of a later-dated commitment as of the
Closing Date and the Title Policy following the Closing on the Closing Date with extended
coverage and endorsements,subject only to Permitted Exceptions.
4. The entire amount of the Purchase Price and shall be credited to the Purchaser
towards payment of the purchase price, if any,to the Seller at Closing.
5. All Unpermitted Exceptions including all principal and accrued interest on all
outstanding mortgages of record and all other liens and encumbrances of a definite or
ascertainable amount shall have been removed from the Title Commitment (Exhibit C),
including that Title Commitment as later-dated at Closing.
B. The representations and warranties of the Purchaser contained in Section XI being
true and correct as of the Closing.
C. Either Party may at any time or times, at such Party's election, waive any of the
conditions to the other Party's obligations hereunder, but any such waiver shall be effective only if
contained in a written document signed by such Party. No such waiver shall reduce the rights or
remedies of a Party by reason of any breach or Default by the other Party (but if a condition is
waived, the Party waiving the same may not rescind this Agreement on the basis of the failure of
such waived conditions). In the event that for any reason any item required to be delivered to a
Party by the other Party hereunder shall not be delivered when required,then such other Party shall
nevertheless remain obligated to deliver the same and nothing (including, but not limited to, the
Closing of the transaction hereunder) shall be deemed a waiver by any Party of any such
requirement.
D. This Agreement is subject to the assignment by the Seller to the Purchaser of the
existing sign lease(s) affecting the Property. Such assignment shall occur at the time of closing and
after the tenant has provided executed copies of a subsequent termination of said lease(s) and an
executed original of a new sign lease(s) in substantially the form as set forth in Exhibit E hereto.
X. REPRESENTATIONS AND WARRANTIES OF THE SELLER
A. Power and Authority. The Seller has full power and authority to enter into and
deliver this Agreement and all of the other documents and instruments required to be delivered
by the Seller hereunder and to perform all of the Seller's obligations under this Agreement and
all of such other documents and instruments. Accordingly, this Agreement and all such other
documents and instruments, when executed and delivered, will be unconditionally binding on,
valid and enforceable against the Seller and each of them in accordance with the provisions
hereof and thereof.
355784_2 8
B. No Violations and Actions. The execution, delivery and performance by the Seller
of its obligations under this Agreement will not conflict with or result in a breach of any law,
governmental rule, regulations,judgment, decree or order by which the Seller or the Property is
bound, or any of the provisions of any contract to which the Seller or any of them is a party or by
which the Seller or the Property is bound. There is no action, suit, proceeding or investigation
pending or threatened, before any agency, court or other governmental authority which relates to
the Property or the use thereof.
C. Leases, Agreement and Contract. Except for this Agreement, and except those
leases identified in Section IX, D. of this Agreement, there are no leases, occupancy agreements,
management agreements, service contracts or other agreements affecting all or any part of the
Property and the Seller will deliver possession of the Property to the Purchaser free of all such
agreements.
D. Obligations. Except for the obligations contained in this Agreement, there are no
obligations in connection with the Property which will be binding upon the Purchaser or the
Property after Closing.
E. Compliance with Law. The conveyance of the Property will not cause the Seller
to be in violation of any applicable law.
F. Donations. There are no Seller-required donations or payments to or for schools,
parks, fire departments or any other public entity or facilities which are required to be made by
an owner of the Property.
G. Assessments. There are no existing unpaid taxes, assessments or public utility
charges and as of the Closing date there will be none.
H. Authority to Perform. The Seller has full authority to execute, deliver of and
perform the Seller's obligations under this Agreement.
XI. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
A. Power and Authority. The Purchaser is a municipal corporation duly organized,
validly existing and in good standing under the laws of the State of Illinois and has full power
and authority to enter into and deliver this Agreement and to perform all of its obligations under
this Agreement. This Agreement and all such other documents and instruments, when executed
and delivered, will be unconditionally binding on, valid and enforceable against the Purchaser in
accordance with the provisions hereof and thereof.
B. Authority to Perform. This Agreement has been duly authorized by all necessary
action of its corporate authorities and duly conferred by the Purchaser upon its signatories hereto.
XII. DEFAULT; REMEDIES
"Default" by a Party includes but is not limited to any breach of the covenants contained
in this Agreement, the failure of any Party to perform any provision of this Agreement required
355784_2 9
of it to be performed and the performance by any Party of an act or acts prohibited by any
provision of this Agreement.
A. In the event of a Default by the Purchaser, Seller shall not be entitled to any penalty
or other damages, except Seller shall be entitled to liquidated damages only as the sole remedy
against the Purchaser.
B. In an event of Default by the Seller, the Purchaser may not exercise its rights under
this Subsection B of this Section XII, until the Purchaser has sent Notice to the Seller of the
Default or alleged Default and allowing the Seller a period of thirty (30) days for the curing of
said Default or alleged Default; provided, however, that in the event such Default or alleged
Default cannot be cured within said thirty (30) day period notwithstanding diligent and
continuous effort by the Seller with the Seller having promptly commenced to cure the Default
or alleged Default and having thereafter prosecuted the curing of same with diligence and
continuity, then the period for curing such Default or alleged Default shall be extended for such
period as may be necessary for curing such Default or alleged Default with diligence and
continuity.
1. Following written Notice by the Purchaser specifying such Default to the
Seller, the continuation of any such Default after thirty (30) days (or for such longer cure period
as set forth in A above) shall permit the Purchaser, at its sole discretion: To terminate this
Agreement or to enforce or compel the performance of this Agreement by suitable action or
other proceeding brought in law or in equity, including specific performance.
2. The Party prevailing in such enforcement proceeding shall be entitled to
recover its reasonable attorneys fees from the other Party.
XIII. NOTICE
A. All Notices required to be given hereunder shall be in writing and shall be properly
served on the date delivered by courier or on the date deposited, postage prepaid, with the U. S.
Postal Service for delivery via certified mail, return receipt requested, addressed:
If to the Seller: with a copy to:
Balsamo Brothers Racing, Inc. E. Kenneth Friker, Attorney
c/o Ellen J. Baer Klein, Thorpe and Jenkins, Ltd.
6722 Meadowcrest Drive 15010 S. Ravinia Avenue—Suite 10
Downers Grove, IL 60516 Orland Park, IL 60462
If to the Purchaser: with copies to: and:
Village Administrator Village Clerk Jeffrey M. Stein, Village Attorney
Village of Lemont Village of Lemont Tressler, LLP
418 Main Street 418 Main Street 233 S. Wacker Drive 22nd Floor
Lemont, IL 60439 Lemont, IL 60439 Chicago, IL 60606
B. Any Party hereto may change the place and/or person listed above and/or add
persons to the above list for giving Notices by Notice given ten (10) days prior to the date such
change will become effective.
355784_2 10
XIV. BROKERAGE
Seller and Purchaser each represent and warrant to the other that no real estate agent or
broker was involved in negotiating the transaction contemplated herein. In the event any other
claims for real estate commissions, fees or compensation arise in connection with this
transaction, the Party so incurring or causing such claims shall indemnify, defend and hold
harmless the other Party from any loss or damage, including attorneys' fees, which said other
Party suffers because of said claims. In no event shall the Purchaser have any liability to any
broker contracted with the Seller, whether or not Closing occurs or Closing fails to occur for any
reason whatsoever.
XV. MISCELLANEOUS PROVISIONS
A. This Agreement shall bind the successors and assigns of the Seller and their
respective successors in interest; as well as the Purchaser, its corporate officials, and its and their
successors in office and its and their respective successors in interest; and shall inure to the
benefit of, and shall be binding upon,the successors and assigns of the Parties hereto.
B. By execution hereof:
1. In compliance with 65 ILCS 5/11-42.1-1 and under the oath of the persons
signing this Agreement as Seller, Seller swears and affirms hereby that to the best of its
knowledge, Seller is not delinquent in the payment of any tax administered by the Illinois
Department of Revenue, unless: (a) such person is contesting, in accordance with the procedures
established by the appropriate revenue Act, such person's liability for the tax or the amount of
the tax; or(b) such person has contracted with the Department of Revenue for the payment of all
such taxes that are due and is in compliance with that contract; and (c) each person signing as
Seller further understands that making a false statement herein is a Class I Misdemeanor that
voids this Agreement.
2. The Seller certifies hereby that each person signing as Seller is not barred
from entering into this Agreement as a result of violations of either Section 33E3 or Section
33E4 of the Illinois Criminal Code, that each has a written policy against sexual harassment in
place in full compliance with 775 ILCS 5/2105(A)(4), and each is in compliance with the Illinois
Drug Free Workplace Act (30 ILCS 580/2).
3. The Purchaser certifies hereby that it is not barred from entering into this
Agreement as a result of violations of either Section 33E3 or Section 33E4 of the Illinois
Criminal Code, that it has a written policy against sexual harassment in place in full compliance
with 775 ILCS 5/2105(A)(4), and it is in compliance with the Illinois Drug Free Workplace Act
(30 ILCS 580/2).
C. The failure of either Party to exercise any right, power or remedy given to it under
this Agreement, or to insist upon strict compliance with it, shall not constitute a waiver of the
terms and conditions of this Agreement with respect to any other or subsequent breach, nor a
waiver by either Party of its rights at any time to require exact and strict compliance with all of
the terms of this Agreement.
355784_2 11
D. The rights or remedies under this Agreement are exclusive to any other rights or
remedies which may be granted by law. This Agreement provides for the purchase and sale of
real property located in the State of Illinois, and is to be performed within the State of Illinois.
Accordingly, this Agreement, and all questions of interpretation, construction and enforcement
hereof, and all controversies hereunder, shall be governed by the applicable statutory and
common law of the State of Illinois.
1. If any provision of this Agreement is capable of two (2) constructions, one of
which would render the provision invalid and the other of which would make the provision valid,
then the provision shall have the meaning which renders it valid.
2. In the event any provision of this Agreement or part thereof shall be deemed
invalid by a court of competent jurisdiction, such invalidity of said provision or part thereof shall
not affect the validity of any other provision hereof. In addition, the invalidity or
unenforceability of any provision of this Agreement shall not offset or invalidate any other
provision of this Agreement.
3. This Agreement, including the exhibits hereto, has been negotiated by all
Parties. This Agreement shall not be construed more strictly against the Purchaser than against
the Seller merely by virtue of the fact that the same has been prepared by legal counsel for the
Purchaser. It is recognized and acknowledged by the Parties that both the Purchaser and the
Seller have contributed substantially and materially to the preparation, form, substance and
content of this Agreement.
E. Except as expressly set forth herein, this Agreement constitutes the entire
agreement between the Parties with respect to the relationship of the Parties contemplated herein,
and supersedes all prior and contemporaneous agreements and undertakings of the Parties
pertaining to the subject matter hereof.
F. No modifications, amendments, discharge or change of this Agreement shall be valid
unless the same is in writing and signed by both of the Parties against which the enforcement of
such modification, amendment,discharge or change is sought.
G. The headings of the sections, paragraphs, and other parts of this Agreement are for
convenience and reference only and in no way define, extend, limit, or describe the meaning,
scope, or intent of this Agreement, or the meaning, scope, or intent of any provision hereof.
H. Neither Party shall assign this Agreement prior to Closing without the prior written
consent of the other Party; and neither Party shall record or cause to be recorded with the
Recorder this Agreement or any memorandum hereof or any document containing a reference
hereto.
I. All exhibits referred to herein and/or attached hereto are hereby made a part of this
Agreement.
XVI. QUADRUPLICATES
This Agreement shall be executed in quadruplicate, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument. Following
355784_2 12
Nov 05 15 10:53a Ken Friker 239-431-7601 p.2
execution of this Agreement by the Mayor of the Purchaser, each Party shall receive two (2)
fully executed originals hereof.
IN WITNESS WHEREOF this Agreement is executed by the Parties, each intending to
be legally bound hereby.
Agreed to for the Seller, Agreed to for the Purchaser,
Ba3samc 3rothers Racing, Inc.: Village of Le t:
By: .� N o 7- Bv: �- .
Viakes—./) '1�tninistralor
tie'S,9�16 Attest:
(SEAL)
6)(6e.'- O F 7-71 .
es-r ?-T op .�tfa+V P. 1 .. _ i. / -'/I 2 i s.'" _
a f- r.��j p cc + • Itagc Clerk
CSDI " S'01"ff'
cc
o .
6e.
35578&_2 13
Exhibit A
Form of Joint Order Escrow
CHICAGO TITLE INSURANCE COMPANY
Refer to:
Phone no312-
Fax no.:312-
STRICT JOINT ORDER ESCROW TRUST INSTRUCTIONS
ESCROW TRUST NO. DATE: 2015
To: Chicago Title and Trust Company, Escrowee
Customer Identification:
Seller: Purchaser:Village of Lemont, Illinois
Property PINs:
Deposits: 1) Text,without Exhibits:Agreement For Sale And Purchase Pertaining to the
conveyance of the Property commonly known as 12775 Main Street, Lemont
[the"Agreement"] (by the Village of Lemont and ,jointly)
[NOTE:When the first letter of terms used in these Escrow Trust
Instructions is in the upper case,such words shall have the meanings
ascribed to them in the Agreement, unless otherwise defined in these
instructions.]
2) By wire transfer, prior to closing, the Purchase Price in the amount of
$500,000.00(by the Village of Lemont);and
Additional Deposits as necessary following the passage of time in accordance with the Agreement:
3) Notice of Approval or Notice to return all Purchase Price (by the Village of
Lemont)
4) Provided Notice of Approval is Deposited above, Special Corporate Deed (by
Escrowee Action: Upon receipt of the Seller's recordable Special Corporate Deed fully executed,
conveying to the Village of Lemont fee title to the Property free and clear of all
claims, liens and encumbrances,except for any and all of the following conditions in
the Title Company's Title Commitment:(a)general real estate taxes not yet due and
payable as of the Closing Date;(b)covenants,easements, restrictions and
documents of record which, in the Purchaser's sole judgment,do not interfere with
or adversely affect the Purchaser's intended use of the Property;and (c) any other
matters not objected to in writing by the Purchaser and which are acceptable to the
355784_2 14
Purchaser in its sole and absolute discretion (collectively, herein "Permitted
Exceptions"),the Title Company shall utilize as much of the Purchase Price as is
necessary to clear title of all (i) liens and encumbrances of a definite and
ascertainable amount appearing in the Title Commitment(Exhibit B) and (ii) liens
and encumbrances of a definite and ascertainable amount which have arisen after
the date of the Title Commitment(Exhibit B)and to cure Survey matters that the
Purchaser finds objectionable in its sole and absolute discretion and which it
identifies by Notice to the Seller and which can be cured by the payment of money;
and retain the remaining balance of the Purchase Price until the Closing.
Additional Deposits:
,the Seller,shall deposit the following:
5. The Seller's certificate to the Purchaser dated as of the Closing Date confirming
that the representations and warranties set forth in Section X are true and
correct on and have been remade as of the Closing Date.
6. A non-foreign certificate sufficient in form and substance to relieve the Seller of
any and all withholding obligations under federal law, which certificate shall be
reasonably satisfactory to the Title Company.
The Village of Lemont,the Purchaser,shall deposit the following:
7. The Purchaser's certificate dated as of the Closing Date confirming that the
representations and warranties set forth in Section XI of the Agreement are true
and correct on and have been remade as of the Closing Date.
8. A non-foreign certificate sufficient in form and substance to relieve the Purchaser
of any and all withholding obligations under federal law, which certificate shall be
reasonably satisfactory to the Title Company.
9. Provided possession has been surrendered by the Seller to the Purchaser on or
before Closing By wire transfer, the Five Hundred thousand and No One-
hundredths Dollar ($500,000.00) Purchase Price after all principal and accrued
interest on all outstanding mortgages of record, all other liens and
encumbrances of a definite or ascertainable amount have been paid and all
Unpermitted Exceptions waived by the Title Company.
10. The Survey.
Village of Lemont and jointly
11. An ALTA Affidavit of Title.
12. A Closing Statement with credits to the Purchaser for the costs of the Survey,
and real estate taxes and other prorations set forth in Section VIII.
13. Transfer tax declarations.
Direction to Escrowee:
When the above referenced escrow trust deposits numbered 1) through 13) are deposited with you,
deliver deposit number 4 to the Cook County Recorder of Deeds for recordation, reduce the amount of
Deposit number 9 by the amount of your title and escrow charges and any other amount due to be paid
by the Seller, including but not limited to the costs of the Survey, and deliver the remaining balance
after such reductions to the Seller and deliver the Title policy to the Purchaser. However, if for any
reason the Purchaser is not satisfied with the Property the Purchaser may elect to terminate this
355784_2 15
Agreement upon Notice to you and the Seller and, in such case, you shall promptly return the Purchase
Price to the Purchaser.
Deliver copies of all other documents to each of the Purchaser and Seller. In no case shall the above
mentioned deposits be otherwise surrendered except upon the receipt of an order signed by the parties
hereto, their respective legal representatives or assigns, or in obedience to the court order described
below.
Billing Instructions:
Escrow trust fee will be billed as follows: All escrow fees will be billed to and paid by the Purchaser and
Seller equally. An annual maintenance fee, as determined by the then current rate schedule, will
commence - , 2015.
PLEASE NOTE: The escrow trust fee for these joint order escrow trust instructions is due and payable
within 30 days from the projected disbursement date(which may be amended by joint written direction
of the parties hereto). In the event no projected disbursement date is ascertainable, said escrow trust
fee is to be billed at acceptance and is due and payable within 30 days from the billing date. Chicago
Title, at its sole discretion may reduce or waive the escrow trust fee for these joint order escrow trust
instructions in the event the funds on deposit herein are transferred to or disbursed in connection with
sale escrow trust instruction or an agency closing transaction established at Chicago Title.
Investment:
Deposits made pursuant to these instructions may be invested on behalf of the Village of Lemont:
Provided, that any direction to the Escrowee for such investment shall be expressed in writing by the
Village of Lemont and that you are in receipt of the taxpayer's identification number and investment
forms as required. The Escrowee will, upon request,furnish information concerning its procedures and
fee schedules for investment.
Except as to deposits of funds for which Escrowee has received express written direction from the
Village of Lemont concerning investment or other handling, the parties hereto agree that the Escrowee
shall be under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further,
that the Escrowee may commingle such deposits with other deposits or with its own funds in the
manner provided for the administration of funds under Section 2-8 of the Corporate Fiduciary Act (III.
Rev. Stat. 1989, Ch 17. Par. 1552-8) and may use any part or all such funds for its own benefit without
obligation of any party for interest or earnings derived thereby, if any. Provided, however, nothing
herein shall diminish the Escrowee's obligation to apply the full amount of the deposits in accordance
with the terms of these escrow trust instructions.
In the event the Escrowee is requested to invest deposits hereunder, Chicago Title and Trust Company is
not to be held responsible for any loss of principle or interest which may be incurred as a result of
making the investments or redeeming said investment for the purposes of these escrow trust
instructions. All interest accrued as a result of any investment of funds deposited in this Escrow shall
belong to and be paid to the Purchaser.
Compliance With Court Order:
The undersigned authorize and direct the Escrowee to disregard any and all notices, warnings or
355784_2 16
demands given or made by the undersigned (other than jointly) or by any other person. The said
undersigned also hereby authorize and direct the Escrowee to accept, comply with, and obey any and all
writs, orders, judgments or decrees entered or issued by any court with or without jurisdiction; and in
case the Escrowee obeys or complies with such writ, order,judgment or decree of any court, it shall not
be liable to any of the parties hereto or any other person, by reason of such compliance,
notwithstanding any such writ, order, judgment or decree entered without jurisdiction or be
subsequently reversed, modified, annulled, set aside or vacated. In case the Escrowee is made a party
defendant to any suit or proceedings regarding this escrow trust, the undersigned,for themselves, their
heirs, personal representatives, successors, and assigns, jointly and severally, agree to pay to the
Escrowee, upon written demand, all costs, attorney's fees, and expenses incurred with respect thereto.
The Escrowee shall have a lien on the deposit(s) herein for any and all such costs,fees, and expenses. If
said costs, fees, and expenses are not paid, then the Escrowee shall have the right to reimburse itself
out of the said deposit(s).
Execution:
These escrow trust instructions are governed by and are to be construed under the laws of the State of
Illinois. The escrow trust instructions, amendments or supplemental instructions hereto, shall be
executed in triplicates,each of which shall be deemed an original of one and the same instrument.
For Purchaser,the Village of Lemont: For Seller, Balsamo Brothers Racing, Inc.:
Name: Tressler, LLP Name: Klein,Thorpe&Jenkins, Ltd.
Attn: Jeffrey M.Stein, Esq. Attn: E. Kenneth Friker, Esq.
Signature: Signature:
Accepted,Chicago Title and Trust Company, as Escrowee:
By: Date:
355784_2 17
Exhibit B
ACCESS AGREEMENT
WHEREAS, BALSAMO BROTHERS RACING, INC.,an Illinois corporation ("Seller") and the VILLAGE
OF LEMONT,an Illinois municipal corporation ("Purchaser") have entered into"An Agreement for the
Sale and Purchase of certain real estate" ("Agreement")dated the 9 day of/I/Ovens bee- ,
2015,with respect to the sale and purchase of certain real estate commonly known as 12775 Main
Street, Lemont, Illinois,consisting of approximately square feet (the"Property");and
WHEREAS,the Purchaser is to conduct certain examinations of the Property as a part of its due
diligence under the Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained in this Access Agreement
and the Agreement and for other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged by each of Seller and Purchaser(hereinafter sometimes individually referred to a
"Party" and collectively as the"Parties"),
THE PARTIES AGREE AS FOLLOWS:
A. Seller agrees that Purchaser and its contractors, subcontractors and their respective
employees (collectively, "Purchaser's Representatives") shall have the right to enter upon the Property,
including the interior of any improvements upon the Property,within thirty(30)days (which time period
may be extended for an additional thirty(30) days as provided for in the Agreement) after the execution
of the Agreement (the "Due Diligence Period"), to (i) inspect the Property, including but not limited to
conducting a Phase I environmental site assessment; and (ii) conduct reasonable tests thereon and
thereof, including but not limited to the soils, the interior and interior materials of any improvements
upon the Property, and to make such other examinations with respect thereto as Purchaser, or its
counsel, licensed engineers, surveyors or other representatives may deem reasonably necessary;
provided, however, Purchaser shall not conduct any subsurface or environmental investigations of the
Property (excepting only a non-invasive Phase I environmental assessment) without Seller's prior
written consent, which consent shall not be unreasonably withheld. Any tests, examinations or
inspections of the Property by Purchaser and all costs and expenses in connection with the Purchaser's
testing, examination and inspection of the Property (except Phase II testing which shall be performed as
provided for in the Agreement) shall be at the sole cost of Purchaser, and shall be performed in a
manner not to unreasonably interfere with Seller's ownership of the Property or increase Seller's liability
with respect to Seller's ownership of the Property.
Purchaser may engage only qualified, independent contractors, subcontractors or consultants to
assist with any structural or environmental investigation of the Property; however, no contractual, legal
or other relationship will be created between Seller and any such contractor, subcontractor or
consultant as a result. The inspection shall not create any obligation on the part of Seller to pay or to
see that the payment of any sum is made to any such contractor, subcontractor or consultant, unless
and until such inspection indicates that a Phase II environmental study or inspection is desirable and
then any Phase II inspection shall be performed as provided for in the Agreement.
355784_2 18
In the event a Phase II environmental study with respect to the Property is desirable, the
Purchaser agrees that:
(i) Purchaser shall provide Seller with a copy of the proposed scope of
work in connection with any such work and any and all modifications thereof, which
scope of work shall be subject to the reasonable approval of Seller;
(ii) Purchaser shall provide Seller with a verbal report of the consultant's
site visit and a copy of the test data as soon as it is available;
(iii) Purchaser shall provide Seller with copies of the report in draft form in
order to review it and provide comments before such report is finalized;
(iv) Purchaser shall provide Seller with a copy of all the final reports (Phase I
and/or Phase II);
(v) Purchaser agrees that any reporting or disclosure obligation shall be
performed by Seller. Purchaser's Representatives shall not discuss, offer comment, or
opinions to any persons other than Purchaser or Seller concerning any part of the
environmental study or disclose results to any person other than Purchaser or Seller
without the written consent of the Seller or as required by law. This requirement shall
apply to the Purchaser's Representatives with regard to disclosures to members of the
general public and the public and private medias and all governmental agencies;and
(vi) Purchaser shall provide Notice, as the manner set forth in the
Agreement, to the Seller at least five (5) business days prior to such tests, specifying a
time and date when such tests will be performed so that Seller's designee(s) may, at its
option, be available during the taking of such tests and, at Seller's option and expense,
Seller may take split samples of any test borings. Any tests, examinations or
inspections of the Property by Purchaser and all costs and expenses in connection with
such inspection of the Property (or any part thereof) shall be at the sole cost of
Purchaser and shall be performed in a manner not to interfere with Seller's or any
other person's use of the Property or other property owned by Seller and shall not
violate any law or regulation of any governmental authority.
To the extent Purchaser's inspections or tests disclose the presence of any existing
contamination on the Property in violation of applicable law, then upon becoming aware of any
hazardous substance, Purchaser shall immediately cease any further testing and provide Notice to the
Seller of the existence of such hazardous substance and provide such reasonable information as Seller
may request in connection therewith.
B. Seller agrees that within ten (10)days after execution of the Agreement, Seller will provide a
copy of any inspection reports (including but not limited to environmental, structural and mechanical
systems reports), property assessments, surveys, environmental information and reports in Seller's
possession or under Seller's control (collectively, "Property Information").
355784_2 19
C. Purchaser hereby agrees to indemnify, defend and save Seller harmless from and against any
and all costs, liens, losses, claims, liabilities or expenses relating to personal injury or property damage,
including reasonable attorneys' fees and costs, to the extent arising out of or related to Purchaser's or
Purchaser's Representatives' conduct of activities at the Property. This indemnity shall not expire and
shall survive the closing date.
D. Purchaser and Purchaser's Representatives shall maintain in full force and effect statutory
worker's compensation insurance coverage and commercial general liability insurance (which includes,
but is not limited to, contractual liability coverage) covering claims for bodily injury and property
damage occurring on, in or about the Property, with limits of at least $3,000,000 combined single limit
per occurrence. Prior to entry upon the Property, Purchaser shall provide Seller certificates evidencing
such coverage and naming Seller as an additional insured party for liability insurance, including a waiver
of subrogation. All policies required herein shall be purchased from insurers licensed in the State of
Illinois and shall be rated in the most recent Best's Insurance Reports as having a minimum
policyholder's rating of "A-" and a financial category no lower than "VI" ($25 million to $50 million of
adjusted policyholder's surplus).
E. All activities undertaken by Purchaser or Purchaser's Representatives on the Property during
the Inspection Period shall fully comply with all applicable laws, rules and regulations of all
governmental and quasi-governmental authorities, including laws relating to worker safety and to
proper disposal of any samples taken from the Property. Purchaser shall be solely responsible for the
off-site disposal of any samples taken or waste obtained from the inspections performed by the
Purchaser or Purchaser's Representatives pursuant to this Access Agreement.
F. Purchaser and Purchaser's Representatives hereby understand and agree that they shall
enter upon the Property at their own risk. Seller shall have no duty to inspect the Property and shall
have no duty to warn any person of any latent or patent defect, condition or risk that may exist on the
Property or that might be incurred in the exercise of the rights granted herein, except for such latent
hazardous conditions of which Seller has actual knowledge, which shall be disclosed to Purchaser in
writing contemporaneous with the execution of this Access Agreement and the Agreement by Seller.
G. If Purchaser does not purchase the Property for any reason, Purchaser, at its expense, shall
repair,to reasonable commercial standards,any changes caused by the Purchaser's Representatives and
shall provide Seller with a copy of any environmental and building inspection reports it received in
connection with the Property prepared by independent third parties on behalf of Purchaser.
H. Notwithstanding anything contained in or implied from any provision of this Access
Agreement or the Agreement, the Purchaser shall not have any obligation or liability, including but not
limited to any indemnification or defense obligation,with respect to or associated with (i)the discovery
of existing contaminated or hazardous materials on, in or under the Property during or as a result of the
conduct of the Purchaser's due diligence activities, or (ii) the failure of Seller to have provided the
written notice of known defect,condition or risk in accordance with paragraph F above.
I. Nothing contained in or implied from any provision of this Access Agreement or the
Agreement shall constitute a waiver by Purchaser of any of its defenses and immunities under applicable
355784_2 20
Nov 05 15 10:53a Ken Friker 239-431-7601 p.3
law, including but not limited to the Illinois Local Governmental and Governmental Employees Tort
Immunity Act.
VILLAGE OF LEMONT BALSAMO BROTHERS RACING. INC.
For Purchaser: For Seller:
By: By: gi7124-C Ir'fi( E2L'e 73:1L
5-Sr71--/ o 41100/ , .. 4-sektolbec Fo
Date: / / ( 12 '( I Date: it 1 X015
355784_2
z:
Exhibit C
COMMITMENT FOR TITLE INSURANCE
Chicago Title Insurance Company Commitment No. , dated , 2015,
to be later-dated to Insure Title.
[To Be Inserted Here]
355784_2 22
Exhibit D
Special Warranty Deed Form
THIS DOCUMENT PREPARED
BY AND AFTER RECORDING
RETURN TO:
Jeffrey M. Stein, Esq.
TRESSLER, LLP
233 S. Wacker Drive,22❑d Floor
Chicago, Illinois 60606
This conveyance is EXEMPT from Transfer
Taxes per¶b of§35 ILCS 200/31-45.
Village Attorney—Grantee's Agent
This space Reserved for Recorder's use only.
SPECIAL CORPORATE DEED
THE GRANTOR, , for and in consideration of TEN DOLLARS
($10.00) and other good and valuable consideration in hand paid, does hereby GRANT, SELL AND
CONVEY to the GRANTEE, VILLAGE OF LEMONT, an Illinois municipal corporation, title to the
following described real estate situated in the County of Cook, State of Illinois,to wit:
* THE EAST 110 FEET OF LOT 9 IN COUNTY CERK'S DIVISION OF SECTION 13,TOWNSHIP
37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN EXCEPT THAT PART
BOUNDED AND DESCRIBED AS FOLLOWS BEGINNING AT THE NORTHEAST CORNER OF
THE ABOVE DESCRIBED TRACT,THENCE WESTERLY ALONG THE NORTH LINE THEREOF A
DISTANCE OF 62.9 FEET TO A POINT,THENCE SOUTHEASTERLY ALONG A STRAIGHT LINE
A DISTANCE OF 160.8 FEET MORE OR LESS, TO A POINT IN THE EAST LINE OF SAID EAST
100 FEET OF LOT 9 DISTANCE 50 FEET NORTH OF THE NORTH LINE OF CHICAGO JOLIET
ROAD (SOUTH LINE OF LOT 9,) THENCE NORTH ALONG SAID EAST LINE A DISTANCE OF
148 FEET,MORE OR LESS TO THE POINT OF BEGINNING,IN COOK COUNTY, ILLINOIS.
PIN:22-13-302-005
(the"Property");
TOGETHER WITH all Grantor's right, title and interest in and to the tenements appurtenant to the
Property and all easements and rights-of-way of record as well as all easements and rights-of-way created
by the Grantor that are appurtenant to the Property.
THE GRANTOR covenants hereby that this is not homestead property and that Grantor has not done or
allowed to be done anything whereby the Property is or may be encumbered, except for those Permitted
Exceptions listed on Exhibit B which arose during the period the Grantor was the titleholder of record of
the Property. The Grantor will defend title to the Property against all persons lawfully claiming by,
through or under the Grantor.
IN WITNESS WHEREOF the Grantor has executed this Special Corporate Deed this day of
,2015.
GRANTOR:
355784_2 23
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 , personally known to me to the same person whose name is subscribed to the
foregoing instrument as Grantor, appeared before me this day in person and acknowledged that he signed,
sealed and delivered said instrument as his free and voluntary act for the uses and purposes therein set
forth.
GIVEN under my hand and notarial seal this day of ,2015.
(SEAL)
Notary Public
*Note: Prior to their use in the actual Deed to be presented by the Seller at Closing, the legal
description and PIN in this form deed are to be verified against the Survey described in
Paragraph 1 of Subsection A of Section V of this Agreement; and hence, this form is subject to
changes to conform with the Survey.
[Further Note—to be removed from this form: The marital status of the Grantor, if an individual,
should be inserted in the appropriate places in this form.]
355784_2 24
Exhibit E
Sign Lease
355784_2 25
Lease No.34087
Lease Rep. Liaromatis
CLEAR CHANNEL OUTDOOR LEASE AGREEMENT Effective Date 7/1/2016
1. This Lease Agreement ("Lease") is effective July 1, 2016 (the "Effective Date") and entered into between
, a(n) , ("Landlord") and CLEAR CHANNEL OUTDOOR, INC., a Delaware
Corporation ("Tenant"). Landlord hereby leases to Tenant the real estate commonly known as 12775 Main Street in the
Village of Lemont, in the County of Cook, in the State of Illinois ("Property") whose permanent property tax number and
legal description are attached as Exhibit A. The Property is leased for the purpose of erecting, maintaining, operating
(whether physically on-premise or via remotely changeable off-premise technology), improving, supplementing, posting,
painting, illuminating, repairing, repositioning and/or removing outdoor advertising structures (whether traditional static,
digital or other technology displays), including, without limitation, wireless communications equipment, fixture connections,
electrical supply and connections, panels, signs, copy and any equipment and accessories as Tenant may place thereon
(collectively, the"Structures"). Tenant may elect in its sole discretion at any time and from time to time during the term of
this Lease, to convert and operate any advertising face on the Structures as digital, static, or any combination thereof.
This Lease includes reasonably necessary rights of access for ingress, egress, utility maintenance and visibility. Tenant
may lease or license the use of the Structures, or any portion thereof,for any lawful purpose.
2. This Lease shall be in effect commencing on the Effective Date for a term ("Term")that is three (3) years following
the "Rent Commencement Date", defined as either (i) the first day of the month after the date construction is completed
and all requisite governmental and private permits and approvals are obtained for Tenant's operation of the Structures, or
(ii) if this Lease is a renewal of an existing lease, the Rent Commencement Date shall also be the Effective Date. If a
governmental or quasi-governmental entity acquires the property, then this Lease shall automatically be extended to the
date which is 30 years from the closing date of said acquisition.
3. Beginning on the Effective Date, Tenant shall pay Landlord rent in the amount of One Hundred Dollars ($100.00)
for the period of time prior to the Rent Commencement Date; if any. Beginning on the Rent Commencement Date, Tenant
shall pay Landlord rent in the applicable amount and pursuant to the terms set forth on Exhibit B attached hereto.
4. This Lease shall continue in full force and effect for its initial term and thereafter for successive like terms, unless
not less than ninety (90) days (and no more than one-hundred twenty (120) days) before the end of any such initial or
subsequent successive like term Landlord or Tenant gives notice of termination. During any term of this Lease and for a
period of ninety (90) days following the expiration or earlier termination of this Lease, Landlord hereby grants to Tenant a
right of first refusal, acceptance of which is exercisable at Tenant's sole discretion, to match the material terms of any
offer acceptable to Landlord for the use or purchase of all or any portion of the Property (the "Offer"), which includes,
without limitation, similar time periods for performance and investigation as are set forth in the Offer. A copy of all relevant
document(s) comprising the Offer shall be delivered to Tenant (the "Offer Documents"). Tenant shall then have twenty
(20) days from its receipt of the Offer Documents in which to match the material terms of the Offer by giving notice of
acceptance to Landlord. If Tenant rejects the Offer and the Property transfers pursuant to the terms of the Offer, Landlord
shall promptly notify Tenant of such transfer and provide Tenant with any relevant contact information of such new owner
of the Property. Landlord shall defend and indemnify Tenant from any claims, demands, attorneys' fees, costs and
expenses made against or incurred by Tenant as a result of the breach of this provision. If ownership of the Property
changes, Landlord shall promptly deliver written notice to Tenant of such change, including an IRS Form W-9 for the new
owner and evidence of the ownership transfer (collectively, "Ownership Transfer Documents"). Landlord acknowledges
that Tenant will be unable to deliver rents to the new owner until Tenant's receipt of the Ownership Transfer Documents.
Any delay in rent payments as a result of Landlord not delivering the Ownership Transfer Documents shall not be a
default under this Lease nor be subject to any late penalty or interest. Prior to transferring ownership of the Property,
Landlord shall furnish the new owner with a true and correct copy of this Lease.
5. Tenant has the sole right to make any necessary applications with, and obtain permits from, governmental entities
for the construction, use, maintenance, and removal of the Structures, and Landlord shall reasonably cooperate at no cost
to Landlord and hereby grants Tenant a limited power of attorney solely for this purpose. All such permits shall remain the
property of Tenant. Tenant may elect, but shall have no obligation, to pursue any zoning matter or to continue to maintain
any permit. Tenant is the owner of the Structures under this Lease and has the right to remove the Structures at any time
or within one hundred twenty (120) days following the termination or expiration of this Lease. Landlord shall provide all
reasonably necessary access to Tenant for such removal. If for any reason not caused by Tenant, the Structures are
removed, materially damaged or destroyed, all rent payments shall cease until the Structures are rebuilt, provided Tenant
is reasonably pursuing. If the Structures are removed for any reason, only the above-ground portions of the Structures
need be removed and the area immediately surrounding the foundation shall be restored, reasonable wear and tear
excepted.
COR PL EGAL FORM/April 2015
6. Landlord and Landlord's tenants, agents, employees or other persons acting on Landlord's behalf, shall not place
or maintain any object on the Property or any neighboring property owned or controlled by Landlord which, in Tenant's
sole and reasonable opinion,would obstruct access to the Property or all or any portion of the view of the advertising copy
on the Structures. If Landlord fails to remove the obstruction within five (5) days after notice from Tenant, Tenant may in
its sole discretion: (a) remove the obstruction at Landlord's expense; (b) cancel this Lease and receive all pre-paid rent for
any unexpired term of this Lease and the actual costs incurred by Tenant for the purchase and installation of the digital
face(s) on the Structures prorated over a seven (7) year period, if applicable; or (c) reduce the rent to One Hundred
Dollars ($100.00) per year while the obstruction continues. Tenant may trim any trees and vegetation currently on the
Property and on any neighboring property owned or controlled by the Landlord as often as Tenant in its sole and
reasonable discretion deems appropriate to prevent obstructions. Without limiting the foregoing, Landlord shall not permit
any neighboring property owned or controlled by Landlord to be used for off-premise advertising.
7. If, in Tenant's sole and reasonable opinion, for any reason not caused by Tenant: (a) the view of the Structures'
advertising copy becomes entirely or partially obstructed, (b) electrical service or illumination is unavailable or restricted;
(c) the Property cannot safely be used for the erection or maintenance of the Structures for any reason; (d) the Property
becomes unsightly; (e) there is a diversion, reduction or change in directional flow of traffic from the street or streets
currently adjacent to or leading to or past the Property; (f) the Structures' value for advertising purposes is diminished; (g)
Tenant is unable to obtain or maintain any necessary permit for the erection, use and/or maintenance of the Structures; or
(h) the Structures' use is prevented or restricted by law, or Tenant is compelled or required by any governmental entity to
reduce the number of billboards operated by it in the city, county or state in which the Structures are located; then Tenant
may immediately at its option either: (i) reduce rent in direct proportion to the loss suffered for so long as such loss
continues; or(ii)cancel this Lease and receive all pre-paid rent for any unexpired term of this Lease.
8. If the Structures or the Property, or any part thereof, is condemned by proper authorities; taken without the
exercise of eminent domain, whether permanently or temporarily; or any right-of-way from which the Structures are visible
is relocated, Tenant shall have the right to relocate the Structures on Landlord's remaining adjacent property or to
terminate this Lease upon not less than thirty (30) days' notice and to receive all pre-paid rent for any unexpired term of
this Lease. Tenant shall be entitled to all compensation and other remedies provided by law, including, without limitation,
just compensation for the taking of the Structures, value of permits, if any, and Tenant's leasehold interest in this Lease,
and/or relocation assistance. Landlord shall assert no rights in Tenant's interests. If condemnation proceedings are
initiated, Landlord shall include Tenant as a party thereto. No right of termination set forth anywhere in this Lease may be
exercised prior to the sale to any entity with the power of eminent domain or by or for the benefit of any entity with the
power of eminent domain. Neither party may apportion the other party's awarded interest without the express written
consent of said party.
9. Landlord represents that it is the owner (or owner's authorized agent) of the Property, and both Landlord and
Tenant represent to the other party that it has the authority to enter into this Lease. Landlord shall defend and indemnify
Tenant from any claims, demands, attorneys' fees, costs and expenses made against or incurred by Tenant as a result of
Landlord's breach of this provision. In addition, Landlord agrees to immediately reimburse Tenant for any rent that was
improperly received by Landlord as a result of its breach of this provision. Tenant shall indemnify and hold Landlord
harmless from all injuries to the Property or third persons caused by Tenant, Tenant's employees, agents, licensees and
contractors. Landlord shall indemnify and hold Tenant, its parents and affiliates harmless from all injuries to Structures or
third persons caused by Landlord, Landlord's employees, agents, licensees and contractors.
10. If the Property is currently encumbered by a deed of trust or mortgage, ground lease or other similar
encumbrance, Landlord shall deliver to Tenant on or before the Commencement Date a non-disturbance agreement in a
form reasonably acceptable to Tenant.
11. If(a)Tenant has not been informed of the current address of Landlord or its authorized agent, or(b) two or more
of the monthly payments sent by Tenant are not deposited by Landlord within ninety(90) days after the last such payment
is sent by Tenant, then no further rent shall be payable hereunder for the period commencing with the due date of the first
such payment not deposited and continuing until Landlord (i) gives Tenant notice of its business address or that of its
authorized agent or (ii) deposits all previous payments. In either case, Tenant's rent obligations shall be reinstated
retroactively as if neither event described in (a) or (b) of this section had occurred, and such action will not be considered
a breach of the Lease by Tenant.
12. This Lease is binding upon the heirs, assigns and successors of both Landlord and Tenant. Landlord agrees not
to assign this Lease to any competitor of Tenant without Tenant's written permission. Tenant shall have the absolute right
to assign or sublet.
CORPL EGAL FORM/April 2015
13. Any notice to any party under this Lease shall be in writing by commercial carrier, certified or registered mail, and
shall be effective on the earlier of (a) the date when delivered and receipted for by a person at the address specified
below, or(b) the date which is three (3) days after mailing (postage prepaid) by commercial carrier, certified or registered
mail, return receipt requested, to such address; provided that in either case notices shall be delivered to such other
address as shall have been specified in writing by such party to all parties hereto prior to the notice being delivered.
If to Landlord: If to Tenant:
Clear Channel Outdoor
Attn: Vice President, Real Estate
With a copy to: 4000 S. Morgan St.
Chicago, IL 60609
With a copy to:
Clear Channel Outdoor
Attn: Legal Department
2325 East Camelback Road, Ste.400
Phoenix,AZ 85016
14. This Lease shall be governed exclusively by the provisions hereof and by the laws of the state and county in
which the Property is located, as the same may from time to time exist without regard to conflicts of law provisions. If suit
is brought(or arbitration instituted) or an attorney is retained by any party to this Lease because the other party breached
this Lease, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and all related costs and
expenses. Each of Landlord and Tenant irrevocably waives any and all right to trial by jury in any legal proceeding arising
out of or related to this Lease or the transactions contemplated hereby. Neither party shall be liable for punitive damages
arising under or related to this Lease.
15. Neither Landlord nor Tenant shall be bound by any terms, conditions or oral representations that are not set forth
in this Lease. This Lease represents the entire agreement of Tenant and Landlord with respect to the Structures and the
Property and supercedes any previous agreement. Landlord and Tenant agree and acknowledge that: (i) this Lease has
been freely negotiated by both parties; and (ii) in the event of any controversy, dispute, or contest over the meaning,
interpretation, validity, or enforceability of this Lease, or any of its terms or conditions, there shall be no inference,
presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any
portion thereof. Landlord hereby grants Tenant all rights necessary to record a memorandum of this Lease in the form
attached hereto as Exhibit C without Landlord's signature, including a limited power of attorney solely for such purpose.
Landlord understands that the terms of this Lease are proprietary and confidential and Tenant would be damaged by the
unauthorized disclosure of the terms. Therefore, Landlord agrees not to disclose the terms to any third party. Such
agreement shall survive the termination of this Lease.
16. This Lease may be executed in one or more counterparts, each of which shall be deemed an original but all of
which when taken together shall constitute one and the same instrument.
TENANT: LANDLORD:
CLEAR CHANNEL OUTDOOR, INC. COMPANY
By: By:
Name: Carlos San Jose Name:
Its: President&GM- Chicago Its:
Telephone No. 773-843-2011 Telephone No.
Facsimile No. 773-843-2087 Facsimile No.
SS or Tax ID No.
CORPL EGAL FORM/Apri12015
EXHIBIT A
LEGAL DESCRIPTION
& PERMANENT PROPERTY TAX NUMBER
Rt 83 100ft N/O Joliet Rd WS I Panels 3236&3237
The east 110 feet of lot 9 in County Clerk's Division of Section 13, Township 37 North, Range 11 East of the
third principal meridian except that part bounded and described as follows: Beginning at the Northeast corner
of the above described tract,thence westerly along the North line therof a distance of 62.9 feet to a point, thence
southeasterly along a straight line a distance of 160.8 feet, more or less, to a point in the East line of said east
110 feet of lot 9 distant 50 feet North of the North line of Chicago Joliet Road (South line of lot 9), Thence
North along said East line a distance of 148 feet, more or less to the point of beginning, in Cook County,
Illinois.
Address Commonly Known As: 12775 Main St. Lemont, IL 60439 I PIN: 22-13-302-005-0000
CORPLEGAL FORM/April 2015
EXHIBIT B
RENTAL TERMS&SCHEDULE
BASE RENT
Tenant shall pay to Landlord, as base rent for the Term ("Rent"), the applicable annual amount set forth in the table below.
Such Rent shall be payable in twelve (12) equal monthly installments on or before the first day of each month,
commencing on the Rent Commencement Date (prorated for any partial months).
Lease Year 2 Static Faces
1 Five Thousand and 00/100 Dollars($5,000.00)
2 Five Thousand and 00/100 Dollars ($5,000.00)
3 Five Thousand and 00/100 Dollars ($5,000.00)
COR PL EGAL FORM/April 2015
EXHIBIT C
MEMORANDUM OF LEASE
WHEN RECORDED MAIL TO:
CLEAR CHANNEL OUTDOOR, INC.
Attn: Legal Department
2325 East Camelback Road, Suite 400
Phoenix,Arizona 85016
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this "Memorandum") is made by [INSERT LANDLORD'S NAME, INCLUDING
"INC.", "LLC," ETC, AND STATE WHERE FORMED], , ("Landlord"), whose address is
and CLEAR CHANNEL OUTDOOR, INC., a Delaware corporation ("Tenant"), whose address is
upon the following terms:
1. Landlord is the owner of the following described Property:
The east 110 feet of lot 9 in County Clerk's Division of Section 13, Township 37 North, Range
11 East of the third principal meridian except that part bounded and described as follows:
Beginning at the Northeast corner of the above described tract, thence westerly along the North
line therof a distance of 62.9 feet to a point, thence southeasterly along a straight line a distance
of 160.8 feet, more or less, to a point in the East line of said east 110 feet of lot 9 distant 50 feet
North of the North line of Chicago Joliet Road (South line of lot 9), Thence North along said
East line a distance of 148 feet, more or less to the point of beginning, in Cook County, Illinois.
Address Commonly Known As: 12775 Main St. Lemont, IL 60439 I PIN: 22-13-302-005-0000
2. Landlord and Tenant have entered into that certain Clear Channel Outdoor Lease Agreement #34087, dated
July 1, 2016 (the "Lease"), wherein Tenant has leased portion(s) of the Property for the construction, maintenance and
operation of one or more outdoor advertising structures for a term beginning 7/1/2016, and continuing for a maximum
period of three (3) years, including extensions and renewals, if any.
3. Under the Lease, Tenant has an option to purchase the Property on terms set forth therein.
4. Under the Lease, Tenant has a right of first refusal with respect to the Property on terms set forth therein.
5. Under the Lease, Tenant has a right of first refusal to lease the Property following the termination of the Lease.
6. Under the Lease, Tenant has the right to record this Memorandum without the signature of Landlord.
7. The purpose of this Memorandum is to give record notice of the Lease and of the rights created thereby, all of
which are hereby confirmed.
[SIGNATURE PAGE FOLLOWS]
COR PL EGAL FORM/April 2015
IN WITNESS WHEREOF, Tenant and Landlord have executed this Memorandum as of the day of
, 20
TENANT: CLEAR CHANNEL OUTDOOR, INC., a Delaware corporation
By:
Name: Carlos San Jose
Title: President&GM -Chicago
LANDLORD: [INSERT LANDLORD'S NAME, INCLUDING "INC.", "LLC," ETC,AND
STATE WHERE FORMED]
By:
Name: Name
Title: Title
[INSERT WITNESS SIGNATURES IF REQUIRED IN YOUR STATE]
STATE OF
) ss.
COUNTY OF
The foregoing instrument was acknowledged before me this day of , 20_ by
, the of , a
on behalf of said corporation.
Notary Public
My commission expires:
STATE OF
) ss.
COUNTY OF
The foregoing instrument was acknowledged before me this day of , 20_ by
, the of , a
, on behalf of said corporation.
Notary Public
My commission expires:
CORPL EGAL FORM/April 2015
Addendum to Lease
This Addendum to Lease (the "Addendum") is entered into by and between
("Landlord"), and CLEAR CHANNEL OUTDOOR, INC. ("Tenant") on , 2015
(the "Effective Date") for the purpose of modifying that certain Lease Agreement(#34087), dated of even
date herewith (collectively, the "Lease Agreement" or "Lease"). All terms used herein that are defined
in the Lease Agreement shall have the same meanings herein as in the Lease Agreement. Landlord and
Tenant have agreed to amend and modify the Lease as set forth herein. For good and valuable
consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Landlord and
Tenant agree to amend and modify the Lease Agreement as follows:
NO SUCCESSIVE LIKE TERMS
The first sentence in Section 4 of the Lease regarding successive like terms is hereby deleted.
CORPLEGAL FORM/April 2015
Except as modified herein, all original terms and conditions contained in the Lease shall
remain in full force and effect. Where a conflict in terms may exist,this Addendum shall govern.
LANLORD: TENANT:
CLEAR CHANNEL OUTDOOR, INC.
By: By:
Name: [INSERT NAME] Name: Carlos San Jose
Its: [INSERT TITLE] Its: President& GM - Chicago
CORPLEGAL FORM/April 2015
Addendum to Lease
This Addendum to Lease (the "Addendum") is entered into by and between Village of Lemont,
an Illinois municipal corporation ("Landlord"), and CLEAR CHANNEL OUTDOOR, INC. ("Tenant")
on July I, 2016 (the "Effective Date") for the purpose of modifying that certain Lease Agreement
(#34087), dated of even date herewith (collectively, the "Lease Agreement" or"Lease"). All terms used
herein that are defined in the Lease Agreement shall have the same meanings herein as in the Lease
Agreement. Landlord and Tenant have agreed to amend and modify the Lease as set forth herein. For
good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged,
Landlord and Tenant agree to amend and modify the Lease Agreement as follows:
1. Paragraph 2 is stricken in its entirety and replaced with the following:
"This Lease shall be in effect commencing on the Effective Date for a term of three(3) years
("Term")."
2. Paragraph 3 is stricken in its entirety and replaced with the following:
"Beginning on the Effective Date, Tenant shall pay Landlord rent in the applicable amount and
pursuant to the terns set forth in Exhibit B attached hereto."
3. Paragraph 4 is stricken in its entirety and replaced with the following:
"Intentionally Omitted."
4. Paragraph 5 is revised by striking the phrase "one hundred twenty(120)"and replacing it with
"sixty(60)".
5. Paragraph 5 is further revised by striking the following sentence "Tenant may elect, but shall have
no obligation, to pursue any zoning matter or to continue to maintain any permit" and replacing it
with the following:
"Tenant shall not be authorized to request any zoning relief without the express written
consent of the Landlord. Tenant also acknowledges and agrees that the zoning for Property
may be amended from time to time by the Landlord, and Tenant waives any rights to object to
any such amendment."
6. Paragraph 5 is further revised by striking the last sentence and replacing it with the following:
"If the Structures are removed for any reason, the above-ground portions of the Structures,
together with any below-ground portions of the Structures to a depth of four (4) feet, shall be
removed, and Tenant shall restore the Property, reasonable wear and tear excepted, at its sole
cost and expense within thirty (30) days or such additional time as may be agreed to by
Landlord in its sole discretion."
7. Paragraph 6 is revised by striking the phrase "(a) remove the obstruction at Landlord's expense;
(b) cancel this Lease and receive all pre-paid rent for any unexpired term of this Lease and the
actual costs incurred by Tenant for the purchase and installation of the digital face(s) on the
Structures prorated over a seven (7) year period, if applicable, or (c) reduce the rent to One
Hundred Dollars ($100.00) per year while the obstruction continues" and replaced with the
following:
"cancel this Lease and receive all pre-paid rent for any unexpired term of this Lease"
8. Paragraph 6 is further revised by striking the phrase:
"and on any neighboring property owned or controlled by the Landlord"
9. Paragraph 8 is revised by striking the phrase:
"to relocate the Structure on Landlord's remaining adjacent property or"
10. Paragraph 8 is further revised by striking in its entirety the second to last sentence that begins:
"No right of termination set forth anywhere in this Lease..."
11. Paragraph 9 is revised by striking everything after the first sentence.
12. Paragraph 10 is stricken in its entirety and replaced with the following:
"Intentionally Omitted."
13. Paragraph 12 is revised by striking the third sentence and replacing it with the following:
"Tenant may not assign or otherwise transfer all or any part of its interest in this Lease, the
Structures, or the Property without the prior written consent of Landlord, which consent may
be withheld for any reasons in the sole discretion of the Landlord."
14. Paragraph 13 is revised by adding the following:
a. If to Landlord: Village of Lemont
Attn: Village Administrator
418 Main Street
Lemont, IL 60439
b. With a copy to: Jeffrey Stein
Tressler, LLP
Wacker Drive, 22nd Floor
Chicago, IL 60606
15. Paragraph 15 is revised by adding the following at the end of the second to last sentence:
"unless such disclosure is required by applicable law or court order. Tenant acknowledges that
the Landlord is a public body defined by the Illinois Freedom of Information Act (5 ILCS
140/1 et. seq.) ("FOIA"). Tenant agrees to furnish all documentation related to this Lease and
any documentation related to Landlord required under an Illinois Freedom of Information Act
request within five (5) days after Landlord issues notice of such request to Tenant. Tenant
agrees to defend, indemnify and hold harmless Landlord, and agrees to pay all reasonable costs
connected therewith (including, but not limited to reasonable attorney's and witness fees,
filing fees and any other expenses) for Landlord to defend any and all causes, actions, causes
of action, disputes, prosecutions, or conflicts arising from Tenant's, actual or alleged violation
of the FOIA or Tenant's failure to furnish all documentation related to a request within five (5)
days after Landlord issues notice of a request. Furthermore, should Tenant request that
Landlord utilize a lawful exemption under FOIA in relation to any FOIA request thereby
denying that request, Tenant agrees to pay all costs connected therewith (such as reasonable
attorneys' and witness fees, filing fees and any other expenses) to defend the denial of the
request. The defense shall include, but not be limited to, challenged or appealed denials of
FOIA requests to either the Illinois Attorney General or a court of competent jurisdiction.
Tenant agrees to defend, indemnify and hold harmless Landlord, and agrees to pay all costs
connected therewith (such as reasonable attorneys' and witness fees, filing fees and any other
expenses) to defend any denial of a FOIA request by Tenant's request to utilize a lawful
exemption to Landlord."
16. Add the following as new Paragraph 17:
"Tenant shall install, construct, house, operate, maintain, repair, replace and remove the
Structures in a good, workmanlike, secure and safe condition and manner and in accordance
with all applicable federal, state and local laws, ordinances, codes, rules, and regulations and
good engineering practices. Prior to the commencement of any such work, Tenant shall obtain
all permits and approvals required by governmental authorities having jurisdiction over the
work and shall conduct all necessary investigation and notify all necessary parties (including
without limitation J.U.L.I.E.) to determine the existence of any underground utilities if
underground excavation is a necessary part of the work. If the nature of the work requires,
proper signs and barricades must be used and other precautions taken by Tenant, its employees
and agents to warn and protect the public against possible hazards. Trenches, if any, may not
be left open overnight."
17. Add the following as new Paragraph 18:
"Except for the Structures as installed, neither Tenant nor any of its employees or agents shall
place, keep, store or otherwise permit to be placed, kept or stored on the Property, any
equipment or materials, except temporarily during initial construction activities and during
such time as Licensee's employees or agents are physically present and conducting activities
p ermitted under this Lease. In the event that Tenant or its employees or a agents desire g e t o use,
place, locate or store any construction equipment or materials on the Property at any other
time(s), Tenant shall obtain the written approval of Landlord prior to each instance in which
Tenant seeks to use, locate, or store such equipment or materials on the Property."
18. Add the following as new Paragraph 19:
"Tenant shall be responsible, at its sole cost and expense, for the maintenance and repair of the
Structures and any other improvements constructed or installed by Tenant on the Property.
Tenant shall pay the charges for all utilities used in connection with the operation of the
Structures. Landlord will cooperate with Tenant in Tenant's efforts to obtain utilities from any
location provided by Landlord or the servicing utility, including signing an appropriate
easement instrument reasonably necessary for utility access to the Property or other instrument
reasonably required by the utility company, in form and substance reasonably acceptable to
Landlord."
19. Add the following as new Paragraph 20:
i. Insurance.
a. Tenant shall keep in full force and effect at all times during this
Agreement commercial general liability insurance in the amount of
Two Million Dollars ($2,000,000), Workers' Compensation
insurance, and such other types of insurance in coverages and
amounts acceptable to Landlord. Tenant shall name Landlord, and
its elected and appointed officials, officers, employees and agents as
an additional insured on any such insurance, and shall provide
Landlord with a copy of a Certificate of Insurance and Additional
Insured Endorsement evidencing same prior to commencing any
work or activity on the Property, and the Tenant shall provide at
least thirty (30) days advanced written notice to Landlord before
said insurance shall be modified, terminated, canceled or not
renewed.
b. In addition to, and in furtherance and not in limitation of, Tenant's insurance obligations
set forth above, and at no cost to Landlord, Tenant shall require any contractor(s) or
subcontractor(s)performing any of the work contemplated by this Lease to obtain and keep
in full force and effect for so long as any claim relating to the work legally may be
asserted, comprehensive general liability and property damage insurance written to include
the coverages and amounts required in Paragraph 20.a., or greater if required by law, and
to otherwise comply with all other requirements set forth therein. Tenant shall similarly
require any contractor(s) or subcontractor(s) performing any of the work contemplated by
this Lease to defend, indemnify and hold harmless Landlord from all injuries to the
Property, the Structures, or third persons caused by contractor(s) or subcontractor(s), or
their employees, agents, or licensees.
20. Add the following as new Paragraph 21:
i. "Tenant shall defend, indemnify and hold harmless Landlord, its elected and
appointed officers, officials, employees and agents (collectively, the "Landlord
Group") against and from any and all liabilities, claims, losses, costs, damages and
expenses of every nature whatsoever, including without limitation reasonable
attorneys' and paralegal fees (collectively, "Claims"), suffered, incurred or
sustained by any member of the Landlord Group, including without limitation
liabilities for the death of or injury to any person or the loss, destruction or theft of
or damage to any property, relating directly or indirectly to, or arising directly or
indirectly from, the exercise by Tenant and its duly authorized employees, agents,
contractors, subcontractors, and material suppliers (collectively, the "Tenant
Group"), or any other person acting on their behalf or with their authority or
permission, of the rights and privileges granted Tenant under this Lease. Tenant
shall defend, indemnify and hold harmless the Landlord Group against and from
any and all claims, losses, costs, damages and expenses, including without
limitation reasonable attorneys' and paralegal fees, suffered, sustained or incurred
by the Landlord Group as a result of Tenant's breach of any provision of this Lease
or otherwise incurred by the Landlord Group in enforcing the terms of this Lease."
21. Add the following as new Paragraph 22:
i. "The Property is or will be exempt from real estate and other taxes by virtue of
Landlord's status as a unit of local government. Tenant shall be solely responsible
for and hereby indemnifies and holds the Landlord Group harmless against and
from all costs, taxes, charges and expenses, including without limitation any
permits, special assessments, real estate, personal property, or other tax, fine or
penalty, which arise out of the Tenant's use of the Property or the Structures, its
exercise of the privileges, or its performance or non-performance of its obligations,
under this Lease. In the event any real estate, leasehold, use, personal property or
other taxes or charges of any kind are levied or assessed against the Property or any
portion thereof or improvement thereon, or against Landlord, by reason of the
existence of this Lease or Tenant's use of the Property or any improvement
thereon, Tenant shall pay promptly all such taxes or charges. Landlord shall send to
Tenant a copy of any tax bill or notice of assessment which Landlord receives
within a reasonable period of time after Landlord's receipt of same, but in no event
later than fifteen (15) days prior to the deadline date for filing any protest or
objection thereto or making any payment thereon (unless Landlord does not receive
any such notice or bill within fifteen (15) days prior to the deadline date, in which
case Landlord shall provide a copy of the notice or bill within three (3) business
days after its receipt). Tenant, in its own name or in the name of Landlord, if
necessary, shall have full right at its sole cost and expense to contest the imposition
and/or amount of all taxes, assessments, charges, but the pendency of such contest
shall not affect Tenant's obligations under this Paragraph 22."
22. Add the following as new Paragraph 23:
i. "Landlord reserves the right to terminate the Lease and any and all rights and
privileges hereby granted to Tenant under this Lease immediately upon notice to
Tenant in the event:
a. Tenant violates or fails to perform its obligations under any of the
terms, conditions or provisions of this Lease; or
b. Landlord receives notice of an alleged violation of any federal, state, or local law,
ordinance, rule or regulation relating to Tenant's conduct on, or use of, all or any part of
the Property.
c. Landlord is ordered to do so by any regulatory body or other governmental agency having
jurisdiction.
d. Tenant shall have (a) filed a voluntary petition in bankruptcy or made an assignment for
the benefit of creditors; (b) consented to the appointment of a receiver or trustee of all or
part of its property; or (c) an involuntary petition in bankruptcy shall have been filed in
regard to Tenant and the same shall not have been dismissed within ten (10) days of such
filing.
i. Upon termination, all prepaid fees and bonus monies will be retained by Landlord
unless such termination is due to Landlord's failure of proper ownership or
authority or such termination is a result of Landlord's default, in which event
Landlord shall return all prepaid annual fees. Tenant shall not be entitled to any
payment of any kind whatsoever upon the expiration or any termination of the
Lease, unless such termination is due solely to Landlord's failure of proper
ownership or authority or a result of Landlord's default as provided above. Upon
expiration or termination of the Lease, unless otherwise agreed to in writing by the
parties, Tenant shall remove the Structures and all other improvements constructed
by Tenant (including foundations to a depth of four (4) feet below ground level)
and shall restore the Property, all at its sole cost and expense, within sixty(60) days
after the effective date of expiration or termination. The failure of Landlord to
terminate the Lease shall not be construed as Landlord's consent to any breach by
Tenant and shall not constitute a waiver of any right which Landlord may have by
virtue of Tenant's actions including without limitation termination of the Lease. In
the event Tenant fails to remove any of the Structures or any other improvements
within sixty (60) days of termination, Tenant shall be liable and shall pay to
Landlord the sum of one hundred dollars ($500.00) per calendar day, not as a
penalty but as liquidated damages, for each day that any Structures or other
improvements remain on Landlord property beyond the date sixty (60) days after
termination or expiration of the Lease. The liquidated damages for failure to timely
remove the structures or other improvements from Landlord property are
approximate, due to the impracticality of calculating and proving actual delay costs,
and are understood to be a fair and reasonable estimate of the costs that will be
borne by Landlord during any period beyond the sixty (60) day period following
expiration or termination of the Lease."
23. Add the following as new Paragraph 24:
i. "No explosives or flammable or hazardous materials of any kind shall be
transported across, brought upon, or stored or deposited on, the Property except in
compliance with applicable law or as needed for vehicles or equipment for the
Project; provided that Tenant and its contractors shall be liable for any damage to
or contamination of Property resulting from such activity or use. As used in this
Agreement, "hazardous materials" means any hazardous or toxic substances,
materials or wastes, including, but not limited to solid, semi-solid, liquid or gaseous
substances which are toxic, ignitable, corrosive, carcinogenic or otherwise
dangerous to human, plant or animal health or well-being and those substances,
materials, and wastes listed in the United States Department of Transportation
Table (49 CFR 972.101) or by the Environmental Protection Agency as hazardous
substances (40 CFR Part 302) and amendments thereto or such substances,
materials, and wastes regulated under any applicable local, state or federal law
including, without limitation, any material, waste or substance which is (I)
petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as
"hazardous substances" pursuant to Section 1251 et. seq. (33 U.S.C. Section 1321)
or listed pursuant to Section 1004 of the Resource Conservation and Recovery Act,
42 U.S.C. Section 6901 et. seq. (42 U.S.C. Section 6903), or (vi) defined as a
"hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et. seq. (42 U.S.C. Section 9601) or any other applicable environmental law."
24. Add the following as new Paragraph 24:
25. Compliance with Laws. Tenant shall comply with all applicable laws, regulations and rules
promulgated by any federal, state, local, or other governmental authority or regulatory body
pertaining to all aspects of the work completed pursuant to the MSSA and this Addendum, now in
effect, or which may become in effect during the performance of this Agreement. The scope of
the laws, regulations, and rules referred to in this paragraph includes, but is in no way limited to,
the Illinois Human Rights Act, Illinois Equal Pay Act of 2003, Occupational Safety & Health Act
along with the standards and regulations promulgated pursuant thereto (including but not limited
to those safety requirements involving work on elevated platforms), all forms of traffic
regulations, public utility, Interstate and Intrastate Commerce Commission regulations, Workers'
Compensation Laws, Public Construction Bond Act, Prevailing Wage Laws, Public Works
Preference Act, Employment of Illinois Workers on Public Works Act, USA Security Act, federal
Social Security Act (and any of its titles), and any other law, rule or regulation of the Illinois
Department of Labor, Department of Transportation, Illinois Environmental Protection Act,
Illinois Department of Natural Resources, Illinois Department of Human Rights, Human Rights
Commission, EEOC, and the Village of Lemont. Tenant shall also comply with the provisions of
the Illinois Public Works Employment Discrimination Act and the Illinois Human Rights
Act/Equal Opportunity Clause which, pursuant to Illinois law, are deemed to be part of this
Contract. The relevant provisions will be fully incorporated into this Agreement by reference and
set forth in full.
26. All Tenant employees, contractors, and personnel agree to be subject to all Landlord identity theft
policies, regulations, or programs developed pursuant to law.
27. Interference with Public Contracting. Tenant certifies hereby that it is not barred from entering
into this Agreement as a result of violations of either Section 33E-3 or Section 33E-4 of the
Illinois Criminal Code.
28. Sexual Harassment Policy: 775 ILCS 5/2-105(A)(4). Tenant certifies hereby that it has a written
Sexual Harassment Policy in full compliance with 775 ILCS 5/2-105(A)(4).
29. Add the following as new Paragraph 25:
i. Tenant shall not cause or suffer or permit to be created any mechanics' or material
men's liens or claims against the Property. Tenant shall defend, indemnify and hold
harmless Landlord from and against any such claims or liens."
30. Exhibit B is revised by striking the second sentence in its entirety and replacing it with the
following:
i. "Such Rent shall be payable, in advance, in annual installments commencing on or
before the Effective Date and on or before the one (1) year anniversary of the
Effective Date during the Term of the Lease."
Except as modified herein, all original terms and conditions contained in the Lease shall remain in full
force and effect. Where a conflict in terms may exist,this Addendum shall govern.
LANLORD: TENANT:
CLEAR CHANNEL OUTDOOR, INC.
By: By:
Name: George Schafer Name: Carlos San Jose
Its: Village Administrator Its: President&GM - Chicago