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HomeMy WebLinkAboutOrdinance 192-O-26 Authorizing Sale of 801-811 Main and 916-918 Sherman (2) (1) (1) 08/24/2026 192-O-26 AN ORDINANCE Authorizing the City Manager to Sell City-Owned Property at 801-811 Main Street & 916 -918 Sherman Avenue to CityPads III, LLC WHEREAS, the City of Evanston owns real property located at 801-811 Main Street and 916-918 Sherman Avenue, Evanston, Illinois 60202, and legally described in Exhibit A, attached hereto and incorporated herein by reference (the “Subject Property”); and WHEREAS, pursuant to Ordinance 44-O-26, the City Council, by a vote of at least two-thirds (⅔) of the elected Councilmembers then holding office, did direct the City Manager to negotiate the sale of the Subject Property on behalf of the City; and WHEREAS, pursuant to Ordinance 44-O-26, the City Manager has negotiated the sale of the Subject Property; and WHEREAS, the City Manager recommends that the City Council hereby approve the sale of the Subject Property, with the City of Evanston as Seller and CityPads III, LLC (“CityPads”), as Buyer; and WHEREAS, as required by Section 1-17-4-2(B) of the Evanston City Code, as amended (the “City Code”), a Notice of Intent to Sell Certain Real Estate, was published in the Evanston Review, a newspaper in general circulation in the City of Evanston, on August 6, 2026, neither less than fifteen (15) nor more than thirty (30) days before the date on which the City Council considered adoption of this ordinance authorizing the sale of the Subject Property; and Page 1 of 29 192-O-26 WHEREAS, the Evanston City Council finds that it is in the best interests of the City to sell the Subject Property. NOW BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT: SECTION 1: The foregoing recitals are hereby found as fact and incorporated herein by reference. SECTION 2: The City Council of the City of Evanston hereby approves the negotiated sale of the Subject Property with the City as Seller and CityPads as Buyer. SECTION 3: The City Manager is hereby authorized and directed to sign, and the City Clerk is hereby authorized and directed to attest, the Agreement, pursuant to the terms of which the Subject Property shall be conveyed. The City Manager is further authorized to negotiate any changes or additional terms and conditions with respect to the sale of the aforesaid Subject Property as the City Manager may deem fit and proper. SECTION 4: The City Manager and the City Clerk, respectively, are hereby authorized and directed to execute, attest, and deliver such other documents, agreements, and certificates as may be necessary to effectuate the sale herein authorized. SECTION 5: All ordinances or parts of ordinances in conflict herewith are hereby repealed. SECTION 6: This ordinance shall be in full force and effect from and after its passage, approval, and publication in the manner provided by law. SECTION 7: If any provision of this ordinance or application thereof to any person or circumstance is held unconstitutional or otherwise invalid, such invalidity shall Page 2 of 29 192-O-26 not affect other provisions or applications hereof that can be given effect without the invalid provision or application, and each invalid application hereof is severable. SECTION 8: The findings and recitals contained herein are declared to be prima facie evidence of the law of the City and shall be received in evidence as provided by the Illinois Compiled Statutes and the courts of the State of Illinois. Ayes: ______________ Nays: ______________ Introduced:_________________, 2026 Adopted:___________________, 2026 Approved: __________________________, 2026 _______________________________ Daniel Biss, Mayor Attest: _____________________________ Stephanie Mendoza, City Clerk Approved as to form: _______________________________ Alexandra B. Ruggie,Corporation Counsel August 24 September 14 Page 3 of 29 192-O-26 EXHIBIT A LEGAL DESCRIPTIONS P.I.N.: 11-19-122-025-0000 Commonly Known As: 801-809 Main Street, Evanston IL 60202 Lot 20, 21 and 22 (except that part of lot 22 taken for streets and except the north 104 feet of said lots) in George W . Huntoon’s addition to South Evanston, a subdivision of part of the Northwest ¼ of Section 19, Township 41 North, Range 14, East of the Third Principal Meridian, in Cook County, Illinois P.I.N.: 11-19-122-023-0000 Commonly Known As: 811 Main Street, Evanston, IL 60202 Lot 19 in George W. Huntoon's Addition to South Evanston, being a Subdivision of part of the Northwest ¼ of Section 19, Township 41 North, Range 14 East of the Third Principal Meridian, in Cook County, Illinois. P.I.N.: 11-19-122-022-0000 Commonly Known As: 916-918 Sherman Avenue, Evanston IL 60202 Lot 4 in Block 1 in Jackson's Addition to South Evanston, a Subdivision in the Northwest ¼ of Section 19, Township 41 North, Range 14 East of the Third Principal Meridian, in Cook County, Illinois. Page 4 of 29 AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE This Agreement for Purchase and Sale of Real Estate (the “Agreement”) is made ____________, 2026 (“Effective Date”), between CITYPADS III, LLC, a Delaware limited liability company, or its designee, (“Purchaser”) and CITY OF EVANSTON, an Illinois municipal corporation (“Seller”) (collectively, the “Parties”). The date this Agreement is signed by the last to sign this Agreement among Seller and Purchaser is the “Effective Date” of this Agreement. R E C I T A L S: WHEREAS, Seller owns that certain real estate located at 801-11 Main Street and 916- 918 Sherman Avenue, in the City of Evanston, Cook County, Illinois, which real estate is legally described on Exhibit A attached hereto (the “Real Estate” or the “Property”). The Real Estate includes and all rights, privileges, easements, licenses, appurtenances, and hereditaments relating to the Real Estate. Seller also owns that certain personal property located on the Real Estate and used or useful in connection with the ownership, operation or maintenance thereof, including, without limitation, all fixtures, systems, machinery and equipment located on the Real Estate, excepting any thereof owned by any tenant occupying the Real Estate or part thereof (the “Personal Property”). The Real Estate together with the Personal Property is sometimes collectively referred to as the “Purchased Assets”; and WHEREAS, Seller desires to sell and Purchaser desires to purchase the Purchased Assets and all right, title and interest of Seller therein upon the terms and conditions hereinafter set forth. NOW, THEREFORE, for and in consideration of the mutual covenants, agreements, representations and warranties herein contained, the Parties hereto do hereby covenant and agree as follows: 1. PURCHASE AND SALE; PURCHASED ASSETS. The Parties agree the above recitals, terms and any definitions therein are hereby made a part of the terms of this Agreement. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, upon the terms and conditions of this Agreement, the Purchased Assets. 2. PURCHASE PRICE. The total purchase price for the Purchased Assets is ONE MILLION FIVE HUNDRED THOUSAND and 00/100 Dollars ($1,500,000.00) (the “Purchase Price”) payable as follows: 2.1 Earnest Money. Twenty-five thousand and 00/100 Dollars ($25,000.00) (the “Earnest Money”) which Earnest Money shall be held, pursuant to the joint order escrow agreement attached hereto as Exhibit A-1, which is incorporated into this Agreement as though set forth fully herein, for the mutual benefit of the Parties by Chicago Title Insurance Company (the “Escrow Agent” or “Title Company”), in a non-interest-bearing account, subject to the terms and provisions of this Agreement. 2.2 Closing Payment. The balance of the Purchase Price subject to prorations and adjustments (the “Closing Payment”) by wire transfer on the date of Closing. Page 5 of 29 2.3 Currency. The Earnest Money and the Closing Payment will be paid by Purchaser in U.S. dollars. 3. TITLE; TITLE PAPERS. 3.1 Conveyance of Real Estate. Conveyance to Purchaser of title to the Real Estate will occur at “Closing” (hereinafter defined), shall be by delivery of Seller's duly signed and notarized limited warranty deed as attached hereto as Exhibit A-2 (“Seller's Deed”) and hereby incorporated by this reference, in recordable form, conveying good, insurable and marketable fee simple title to the Real Estate subject only to the “Permitted Encumbrances” (hereinafter defined) and real estate taxes not due and payable at “Closing”. 3.2 Conveyance of Personal Property. Conveyance to Purchaser of title to the Personal Property shall be at Closing by delivery of Seller's bill of sale as attached hereto as Exhibit A-3 (“Seller's Bill of Sale Assignment and Assumption Agreement”) and hereby incorporated by this reference, free and clear of all security interests, liens, charges, claims and encumbrances, except as hereinafter set forth. 3.3 Title and Survey. Seller or Purchaser shall obtain or deliver, as applicable, the following described “Title Papers”: A. Purchaser, at Seller’s expense, shall obtain a commitment (“Commitment”) for an owner's title insurance policy, ALTA Owner's Policy Form B, in favor of Purchaser, issued by the Title Company), in the amount of the Purchase Price, covering title to the Real Estate on or after the date of this Agreement, showing title in the name of Seller subject only to (i) the matters set forth on Exhibit B attached hereto (ii) real estate taxes not due and payable at the date thereof, (iii) Seller's existing mortgages and, except as hereinafter set forth, other liens, charges, claims and encumbrances of a definite or ascertainable amount, all of which shall be paid off by Seller at Closing, (iv) matters which the Commitment states will be removed upon presentation of Seller's ALTA Statement, (v) any matters caused by or through Purchaser, and (vi) any other matters set forth in the Commitment to which P urchaser does not object within ten (10) business days of Purchaser’s receipt of the Commitment, together with copies of all Commitment exception documents listed on Schedule B of the Commitment, and the Survey (such title policy the “Title Policy”). B. Purchaser, at Purchaser’s expense, may elect to obtain a current as-built survey in such a form as Purchaser shall reasonably require (“Survey”). C. If the matters revealed by the Survey or Commitment and any other than the matters set forth in (ii), (iii), (iv), (v) and (vi) in Section 3.3A) (the “Permitted Encumbrances”), are not satisfactory to Purchaser, then Purchaser may issue to Seller a written notice to that effect within ten (10) business days of Purchaser’s receipt of the Commitment (“Title Objection Notice”), Commitment exception documents listed on Schedule B of the Commitment, and Survey. If, after giving the Title Objection Notice to Seller, Purchaser receives any amendment or update to the Title Commitment or to the Survey showing any title defects which Purchaser claims are not Permitted Exceptions, Purchaser shall give written notice thereof to Seller promptly after the date Purchaser receives such evidence (unless an additional matter Page 6 of 29 shown on such subsequent update first arises on the Closing Date, in which event notice of same may be given on the Closing Date and the Closing Date shall be extended day for day without need for additional action by either party). Seller shall, within five (5) business days of receipt of the Title Objection Notice from Purchaser, cure any title defects set forth therein by causing Title Company to delete such matters from the Commitment or commit to insure over such matters in a manner satisfactory to Purchaser. If Seller fails to so cure the title defects identified in writing by Purchaser within the time allotted, Seller shall provide written notice of same to Purchaser and then Purchaser, in its sole and absolute discretion, may terminate this Agreement, in which event the Earnest Money shall be returned to Purchaser and neither party shall have any further rights, obligations or liabilities hereunder (except as provided in Section 4.2 and Section 18 of this Agreement. Purchaser shall not purchase the Real Estate subject to any and all notes or notices of violations of law or municipal ordinances, orders, designations, or requirements whatsoever noted in or issued by any federal, state, municipal, or other governmental department, agency, or bureau or any other governmental authority having jurisdiction over the Real Estate (collectively, “Violations”), or any condition or state of repair or disrepair of the Real Estate, whether or not noted, which, if noted, would result in a Violation being placed on the Real Estate. Notwithstanding the foregoing, at Closing, Seller shall pay all fines and penalties assessed against the Real Estate prior to the Closing Date. 4. DEFAULT. 4.1 Purchaser Default. If Purchaser shall fail to render the performance required of it under this Agreement, then Seller shall, as its sole and exclusive right and remedy, be entitled to retain the Earnest Money, as liquidated damages and not as a penalty (Seller and Purchaser hereby acknowledging and agreeing that it is not possible otherwise to measure Seller’s damages from Purchaser’s default, including Seller’s costs, expenses and fees in connection therewith), and neither party shall have any further rights, obligations or liabilities hereunder, except as provided in Section 18 of this Agreement. 4.2 Seller Default. If Seller shall fail to render the performance required of it under this Agreement, then Purchaser may exercise any one or more of the following rights and remedies: A. Terminate this Agreement in which event the Earnest Money shall be returned to Purchaser and neither Seller nor Purchaser shall have any further rights, obligations or liabilities under this Agreement. B. Waive the satisfaction of all unsatisfied conditions, if any, and consummate the closing of the transaction contemplated hereby, provided, however, that consummating the transaction contemplated hereby shall not be deemed to waive any rights or remedies of Purchaser which survive Closing unless such waiver is expressly stated in writing. 4.3 Continue this Agreement and seek specific performance of Seller’s obligations hereunder, provided that any such action for specific performance must be commenced within one hundred and eighty (180) days after such default. Notwithstanding anything to the contrary, if Seller shall willfully default in its obligation to close the transaction hereunder on the Closing Date and specific performance shall not be a legally available remedy Page 7 of 29 to Purchaser as a result thereof, then Purchaser shall (i) have the right to receive a return of Earnest Money; Cure Period. In the event any party claims that the other party hereto is in default, the party claiming such default will deliver to the other party written notice of the default which notice must include sufficient detail so as to inform the other party of the nature and extent of the claimed default. The party against which the default is claimed shall have five (5) business days to cure the default (the “Cure Period”), before it will be deemed to be in default. 5. CONDITIONS PRECEDENT TO CLOSING, INSPECTION PERI OD, AND GOVERNMENTAL APPROVAL PERIOD. 5.1 Conditions Precedent. In addition to any other conditions set forth in this Agreement, Purchaser's obligation to close hereunder is subject to each and all of the following conditions precedent: A. All of Seller's representations and warranties contained in Section 7 and elsewhere in this Agreement shall be true and correct when made and also as of the Closing Date. If any of Seller’s representations and warranties set forth in Section 7 and elsewhere in this Agreement are not true and correct as of the Closing Date, Purchaser may terminate this Agreement whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further rights, obligations or liabilities hereunder (except pursuant to those provisions which by their express terms survive the termination of this Agreement). B. All documents, instruments and assurances required to be delivered on or before Closing to Purchaser shall have been duly delivered in form, substance and execution as required under this Agreement. C. The Title Company shall be irrevocably committed to issue the Title Policy in the amount of the Purchaser Price and showing Purchaser as the insured and subject only to the Permitted Exceptions. D. No violation of any applicable law with respect to the Purchased Assets shall exist as of the Closing Date. E. Seller shall, at its sole cost and expense, demolish and remove the brick building located on the Property and commonly known as 801 Main Street, and identified by PIN 11-19-122-025-0000 prior to the Closing Date. Seller shall be responsible for obtaining all permits, approvals, and inspections required for such demolition and removal, and shall cause the demolition work to be completed in compliance with all applicable laws, ordinances, regulations, and permit requirements. Upon completion of the demolition, Seller shall remove all demolition debris and leave the Property in a clean, safe, backfilled and graded condition. If Seller has not satisfied any one or more of the conditions precedent set forth above on or before the Closing Date and subject to the Cure Period, Purchaser may exercise any one or more of the rights and remedies set forth in Section 4.2. 5.2 Inspection Period. Purchaser shall have until the date that is ninety (90) days after the Effective Date or after the date on which Seller has delivered to Purchaser all of the Due Diligence materials set forth in Section 8.3 of this Agreement, whichever is later, (the Page 8 of 29 “Inspection Period”) to determine, in Purchaser’s sole opinion and discretion, the suitability of the Property for acquisition by Purchaser. Purchaser shall have the right to terminate this Agreement, for any reason or no reason, at any time on or before the expiration of the Inspection Period by sending written notice to Seller. If Purchaser so timely elects to terminate this Agreement pursuant to this Section 5.2, then Escrow Agent shall immediately deliver the Earnest Money to Purchaser, whereupon, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement. If Purchaser does not deliver a termination notice pursuant to this Section 5.2, then Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 5.2, and the Earnest Money shall be non -refundable to Purchaser upon expiration of the Governmental Approval Period (except as otherwise expressly set forth in this Agreement) but applicable to the Purchase Price if the parties shall proceed to Closing in accordance with the terms of this Agreement. 5.3 Governmental Approval Period. Purchaser shall have a period of two hundred seventy (270) days from the last day of the Inspection Period (the “Governmental Approval Period”) to obtain all governmental approvals, development incentives, tax incentives and any other quasi-governmental approvals (excluding building permits and private approvals) for its intended use of the Property, in Purchaser’s sole discretion (“Approvals”). Purchaser shall pursue such Approvals during the Governmental Approval Period and shall notify Seller within ten (10) business days from the date such Approvals are obtained or denied. If such Approvals are not obtained on or before the last day of the Governmental Approval Period, or if in Purchaser’s sole discretion it believes that it cannot secure such Approvals, Purchaser shall have the right to either terminate this Agreement by delivering written notice to Seller prior to the end of the Governmental Approval Period, or extend the Governmental Approval Period up to two (2) times for a period of sixty (60) days each by providing written notice of such extension to Seller prior to the then-current expiration of the Governmental Approval Period. During the Governmental Approval Period, Seller agrees to reasonably cooperate with Purchaser, provided that Purchaser shall pay the costs of such applications and related transactions. Purchaser may elect to waive the Governmental Approval Period by delivering written notice of such waiver to Seller (“GAP Waiver Notice”) at any time prior to the last day of the Governmental Approval Period. Notwithstanding anything to the contrary in this Agreement, in the event Purchaser delivers a GAP Waiver Notice to Seller prior to the last day of the Governmental Approval Period, the Governmental Approval Period shall expire as of the date such GAP Waiver Notice is delivered to Seller, and the Closing Date shall be the date that is thirty (30) days following the date such GAP Waiver Notice is delivered to Seller. If Purchaser does not deliver a GAP Waiver Notice to Seller prior to the last day of the Governmental Approval Period, the Governmental Approval Period shall expire as provided in this Section 5.3 (as may be extended). If Purchaser timely elects to terminate this Agreement pursuant to this Section 5.3, then Escrow Agent shall immediately deliver the Earnest Money to Purchaser, whereupon, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement. Upon expiration of the Governmental Approval Period, the Earnest Money shall be non-refundable to Purchaser but applicable to the Purchase Price in the event Closing occurs. Page 9 of 29 6. CLOSING. 6.1 Closing. Subject to extension as expressly provided in this Agreement, the closing of the transaction contemplated hereunder (“Closing”) shall occur on or before the date that is the thirtieth (30th) day following the last day of the Governmental Approval Period (the “Closing Date”), in escrow with the Escrow Agent via a mail-in delivery of all closing documents and closing deliveries. Funds shall be deposited into and held by Escrow Agent in a customary Deed and Money Escrow. Upon satisfaction or completion of all closing conditions and deliveries, the Parties shall direct Escrow Agent to immediately record and deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. For the avoidance of doubt, the Closing shall occur as a so-called “New York Style” closing pursuant to which there will be a simultaneous delivery at Closing (and prior to the recording of the Deed or of any other document) of Purchaser’s and Seller’s Closing documents and deliveries as set forth in this Agreement, including the Purchase Price proceeds, to Escrow Agent, and then by disbursement on the Closing Date from Escrow Agent of all such Closing documents and deliveries, including the Purchase Price proceeds and the Title Policy, to Seller or Purchaser, as applicable. The escrow closing fee charged by the Escrow Agent will be paid one half by Seller and one half by Purchaser. 6.2 Closing on Business Day. If the Closing Date pursuant to this Section 6 is a Saturday, Sunday or a day observed by the Federal government as a legal holiday, then such Closing Date shall be automatically extended to the next succeeding day which is not a Saturday, Sunday or legal holiday. 6.3 Closing Costs. Closing costs shall be allocated and paid as follows: Cost Responsible Party Title Commitment delivered pursuant to Section 3.3 Seller Premium for standard form Title Policy required to be delivered pursuant to Section 3.3, including extended coverage Seller Premium for any upgrade of Title Policy for additional coverage beyond extended coverage and any endorsements desired by Purchaser, Purchaser’s Lender, tax certificates and municipal and utility lien certificates Purchaser Cost of the Survey delivered pursuant to Section 3.3 Purchaser Costs of any revisions, modifications or re-certifications to the Survey delivered pursuant to Section 3.3. Purchaser Costs for UCC Searches Purchaser Recording Fees – Deed and Purchaser’s lender’s Mortgage and related security agreements Purchaser Recording Fees – Releases of any Seller-related Mortgage and related Security agreements Seller Any documentary stamps, transfer taxes or other similar taxes, fees or assessments, and any other Title Company charges Shared in accordance with local custom Page 10 of 29 Any escrow fee charged by Escrow Agent for holding the Earnest Money or conducting the Closing, including any NY Style Closing Fee Purchaser ½ Seller ½ All other closing costs, expenses, charges and fees (other than attorneys' fees) Shared in accordance with local custom 7. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES. 7.1 Seller Representations and Warranties. Seller represents, to the best of Seller’s knowledge, as follows, which shall be deemed remade by such Seller as of the Closing Date: A. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and executed and constitute, or will constitute, as appropriate, the valid and binding obligation of Seller B. The individual executing this Agreement on behalf of Seller is duly authorized to execute this Agreement on behalf of Seller. C. There are no tenants, or licensees or other occupants of the Real Estate. D. Seller has not received written notice from any governmental authority with jurisdiction over the Real Estate that there is a condemnation proceeding pending with regard to or affecting all or any part of the Real Estate and, to the best knowledge of any Seller, with no duty on the part of Seller to investigate with any governmental authority, there is no such proceeding threatened or contemplated by any governmental authority. E. Except as specifically described in Exhibit D hereto, there are no equipment leases, employment, janitors, waste disposal, snow removal, landscaping, maintenance or building service, management or, excepting the Leases, other agreements relating to the ownership or operation of the Real Estate. F. Seller has not received written notice from any governmental authority having jurisdiction over the Real Estate of any claim by such governmental authority of any local zoning, fire or health code ordinances applicable to the Real Estate: G. Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act, as amended. H. A Phase I and Phase II ESA were performed upon the Real Estate and results provided to Purchaser prior to execution of this Agreement. I. Real Estate is assessed as one or more separate tax lots or parcels, independent of any other parcels or assets not being conveyed. Seller has not submitted an application for the creation of any special taxing district affecting the Real Estate, or annexation thereby, or inclusion therein that is currently pending before a governmental authority. Seller has Page 11 of 29 not received written notice, nor has any actual knowledge, that any governmental or quasi - governmental agency or authority intends to impose or increase any special or other assessment against the Real Estate, or any part thereof, including assessments attributable to revaluations of the Real Estate. J. Seller is not a party to any contracts or agreements for the performance of work or the furnishing of materials to any portion of the Real Estate which have not been fully performed and paid for, and releases of all liens therefor recorded. There are no unpaid claims against any portion of the Real Estate or the Seller for or on account of work done, materials furnished, or utilities supplied to the Real Estate at the instance and request of the Seller. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT OFFICERS, EMPLOYEES, ELECTED OFFICIALS OR AGENTS OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF (“SELLER PARTIES”) HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PURCHASED ASSETS, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE . Seller’s representations and warranties under this Section 7.1 shall survive the Closing. 7.2 Purchaser Representations and Warranties. Purchaser represents and warrants that Purchaser now has, and at Closing Purchaser or any applicable designee will have, the requisite power and authority to enter into and perform the terms of this Agreement. 7.3 Disclaimers By Seller. Except as expressly set forth in this Agreement, it is understood and agreed that neither Seller nor any other person or entity purporting to act on behalf of Seller has at any time made and are not now making, and they specifically disclaim, any warranties or representations of any kind or character, express or implied, with respect to the Purchased Assets, including, but not limited to, warranties or representations as to (i) matters of title, (ii) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (iii) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (iv) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (v) drainage, (vi) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (vii) the presence of endangered species or any environmentally sensitive or protected areas, (viii) zoning or building entitlements to which the Property or any portion thereof may be subject, (ix) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (x) usages of adjoining property, (xi) access to the Property or any portion thereof, (xii) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (xiii) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, Page 12 of 29 regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (xiv) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (xv) the merchantability of the Property or fitness of the Property for any particular purpose, (xvi) the truth, accuracy or completeness of the Property Documents, (xvii) tax consequences, or (xviii) any other matter or thing with respect to the Property. 7.4 Sale “As Is, Where Is”. Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Purchaser and Purchaser shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement or in any document executed by Seller and delivered to Purchaser at Closing. Except as expressly set forth in this Agreement, Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller or any real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Purchaser’s consultants in purchasing the Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Purchaser will conduct such inspections and investigations of the Property as Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Governmental Approval Period, Purchaser acknowledges that Seller has afforded Purchaser a full opportunity to conduct such investigations of the Property as Purchaser deemed necessary to satisfy itself as to the condition of the Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, but subject to those Seller representations, warranties and covenants that survive the Closing, Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Purchaser’s inspections and investigations. 8. SELLER'S COVENANTS AND AGREEMENTS. Seller covenants and agrees with Purchaser from the date hereof and until the Closing: 8.1 Agreements. Seller shall not enter into any new agreements with respect to the Real Estate without the written consent of Purchaser which consent Purchaser may withhold in Purchaser’s sole discretion. 8.2 Operation of Purchased Assets. From and after the date hereof, Seller shall in connection with the Purchased Assets: Page 13 of 29 A. Carry on its business in, and only in, Seller’s usual, regular and ordinary course. B. Comply with all laws, ordinances, orders, regulations and requirements applicable to the Real Estate, Seller and its ownership, operation and management of the Purchased Assets. C. Not sell, encumber or grant any interest in the Purchased Assets or any part thereof in any form or manner whatsoever, except with Purchaser’s prior written consent. D. Not enter into any new leases for any portion of the Purchased Assets or terminate or modify the existing leases without Purchaser’s prior consent. Notwithstanding the foregoing, the City may enter into lease(s) for art work to be installed on or about the Purchased Assets, so long as said lease(s) terminate, and all such art removed from the Purchased Assets, on or before the Closing Date. E. Not enter into any new contracts that provide for the rendering of services to the Purchased Assets, other than contracts entered in the ordinary and usual course of business which are cancellable by the owner of the Purchased Assets without penalty within thirty (30) days after giving notice thereof (and any such new service contracts shall be terminated by Seller at Closing, unless Purchaser has approved such contract to be assigned to Purchaser at Closing). F. Suspend all activities to affirmatively and intentionally market the Purchased Assets for sale and shall not enter into any agreement with any other person or entity to sell the Purchased Assets G. Due Diligence Deliveries. Within ten (10) days after the Effective Date, Seller shall make available to Purchaser the following documents that are in Seller’s possession :, if any: prior survey of the Real Estate, prior environmental assessment., most recent tax assessment statements and tax bills, and any physical reports and documentation regarding the Real Estate, including but not limited to geotechnical reports, any demolition proposals, zoning reports, rezoning information including applications, prior development plans, leases and owner’s title insurance policies. Nothing in this Section 8.3 shall require Seller to search for documentation not readily available. 8.3 Notice of Change of Circumstances. After the date hereof and until the Closing Date, Seller shall give Purchaser written notice of any developments brought to Seller’s knowledge that make any of the representations of Seller set forth in this Agreement untrue if made with such additional knowledge (“Notice of Change in Circumstances”). Seller will deliver Notice of Change in Circumstances within 3 business days of Seller acquiring such additional knowledge and in any event prior to Closing. After the date hereof and until the Closing Date, Seller shall keep Purchaser timely and fully informed of any development which might cause any of the foregoing representations and warranties to be no longer accurate. 8.4 Closing Condition. Subject to Seller's obligation to keep, repair, replace and maintain the Purchased Assets in Seller’s ordinary course and to the other provisions hereof, Seller shall deliver possession of the Purchased Assets to Purchaser at Closing in the same Page 14 of 29 condition at the Closing as on the date hereof, excepting therefrom only ordinary wear and tear thereto. 9. CLOSING; CLOSING DOCUMENTS. 9.1 Seller Closing Deliveries. At the Closing, Seller shall deliver to Purchaser the following: A. Seller's duly executed Seller's Deed in recordable form conveying to Purchaser fee simple title to the Real Estate in the condition required by Section 3. B. The Seller’s Bill of Sale, Assignment and Assumption Agreement referred to in Section 3.2, except with respect to the items expressly listed below. C. Duly executed closing statement in accordance herewith. D. A certificate that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act, as amended, in a form complying with federal tax law. E. All applicable state, county and municipal transfer declarations and the City of Evanston certificates respecting payment of water and sewer bills. F. If there exists a management agreement in respect of Seller's ownership and operation of the Purchased Assets or any part thereof, then a certificate (in form, substance and execution satisfactory to Purchaser) from such manager to the effect that such management agreement has been terminated and that such manager has no claim whatsoever against Purchaser and the Purchased Assets in connection with such management contract. G. Copy of an authorizing resolution, or other reasonable evidence of authority, for such Seller to perform the transaction contemplated under this Agreement. H. A standard and customary ALTA statement and gap undertaking for acts of such Seller, as customarily provided for the issuance of an owner’s policy of title insurance and in a form acceptable to the Title Company. I. Keys for any secured areas on the Real Estate, if any. J. All other agreements and documents required to be delivered by Seller under this Agreement if not previously delivered. 9.2 Purchaser Closing Deliveries. At the Closing, Purchaser shall deliver to Seller the following: A. The Closing Payment required at and for Closing. B. Acceptances of the assignments set forth in Section 9.1 hereof, and an indemnification in respect of Seller's liabilities thereunder first accruing after the Closing. Page 15 of 29 C. Duly executed closing statement in accordance herewith. D. Notice to the applicable assessor’s and/or treasurer’s office that the Property will no longer be tax exempt after the Closing. In addition to the obligations required to be performed hereunder by Purchaser at Closing, from time to time subsequent to the Closing, Purchaser without cost to Purchaser shall perform such other acts, and shall execute, acknowledge and deliver such other agreements and documents as Seller reasonably may request in order to effectuate the consummation of the transaction contemplated herein consistent with the terms hereof. 10. CLOSING PRORATIONS. 10.1 Date for Prorations. Prorations and adjustments to the Closing Payment, as described in Section 0, payable hereunder shall be made between Seller and Purchaser and shall be prorated on a per diem basis as of the day next preceding the Closing Date, such day being the “Proration Date”, with all rents due under the Leases for the date of Closing being paid or credited in favor of Purchaser and any expense related to ownership, management and operation of the Purchased Assets being assumed and payable by Purchaser. 10.2 Real Estate Taxes. (i) Real estate taxes on the Real Estate, water and sewer charges, rents, payments due under the contracts which are to be assigned to Purchaser, assessments, prepaid license fees and other charges for licenses and permits for the Real Estate which will remain in effect for Purchaser’s benefit after Closing, if any Real estate taxes shall be prorated and adjusted as of the Closing Date based on a 365 day year in the manner customarily used in the locality where the Real Estate is located. Seller shall pay all taxes due and payable on or prior to the date of closing. If real estate taxes are paid in arrears, Seller shall also owe a prorated amount of the tax year that has not yet been billed based upon 105% of the current year assessed value multiplied by the latest state equalization factor and the latest available tax rate, regardless of whether such taxes are due and payable as of Closing. The proration with respect to real estate taxes set forth in this Section 10.2 shall be final at Closing and such taxes shall not be re-prorated between Purchaser and Seller once an actual tax bill has been issued. Notwithstanding anything to the contrary in this Agreement, with respect to any assessment (general or special) first levied prior to the Effective Date Seller shall be responsible for the portion of such assessment due and payable prior to the Closing, and Buyer shall be responsible for the portion of such assessment due and payable from and after the Closing. Notwithstanding the foregoing, if Seller is exempt from all or any portion of the real estate taxes assessed against the Real Estate, Seller represents and warrants that it has maintained, and shall continue to maintain, all qualifications necessary for such exemption through the Closing Date and shall timely file and submit any applications, renewals, or other documentation required to preserve such exemption. Seller shall be solely responsible for any real estate taxes, interest, penalties, or other charges attributable to Seller's failure to timely obtain, maintain, or qualify for such exemption. The provisions of this Section 10.2 shall survive the Closing and shall not be deemed to have merged into the Seller’s Deed or the other Closing documents delivered by Seller or Purchaser. Page 16 of 29 10.3 Transfer Taxes. It is the Parties’ understanding that this transfer is exempt from Illinois, Cook County, and City of Evanston transfer taxes. Notwithstanding the foregoing, if such taxes are due, both Purchaser and Seller will pay their customary share at Closing said transfer taxes charged in relation to the transfer of the Real Estate from Seller to Purchaser. 10.4 Utilities. Utilities, if any, payable by Seller, shall be prorated. Seller shall endeavor to obtain meter readings on the Proration Date, and if such readings are obtained, there shall be no proration of such items and Seller shall pay the bills therefor for the period to the Proration Date, and Purchaser shall pay the bills therefor for the period subsequent to the Proration Date as and when rendered. If Seller is unable to obtain meter readings as of the Proration Date, utilities shall be prorated at the Proration Date based upon the most recent utility bills, and reprorated upon issuance of the actual bills. This Section 10.4 will survive Closing and not merge into any Closing documents. 11. CASUALTY; CONDEMNATION. 11.1 If, prior to Closing, any or all of the Improvements on the Real Estate (i) shall be destroyed or damaged by fire, accident, explosion, earthquake or other casualty to the extent that the cost of repair thereof exceeds Fifty Thousand and 00/100 Dollars ($50,000.00) (as determined by the insurance adjustors assigned to the loss by the insurance companies liable therefor) or (ii) Seller shall receive notice from any governmental authority of the commencement or proposed commencement of condemnation proceedings against the Property, which proceedings shall result in a taking of any portion of the Property, then this Agreement shall, at Purchaser’s written election made within thirty (30) days after receipt of notice of such casualty or condemnation, immediately terminate, the parties’ attorneys shall direct Escrowee to deliver the Earnest Money and interest thereon to Purchaser, and the parties shall have no further obligation to one another, except as set forth in Section 7 and Section 18 of this Agreement. 11.2 If Purchaser does not elect to terminate this Agreement as set forth above, or if prior to Closing, damage is sustained, the repair cost for which is Fifty Thousand and 00/100 Dollars ($50,000.00) or less, then this Agreement shall be consummated and the insurance proceeds or rights to proceeds under existing insurance policies or the condemnation proceeds or rights to receive condemnation proceeds, as the case may be, shall be assigned by Seller to Purchaser. If such proceeds are assigned to Purchaser and this Agreement is consummated, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of any deductible under the insurance policy pursuant to which casualty insurance proceeds are assigned. 12. BROKER. Seller and Purchaser each represent and warrant to the other that no broker has been used in connection with this transaction (the “Broker”). If any claim for a broker's commission, finder's fee or other like payment relating to the negotiation, execution or consummation of this Agreement or the transaction herein provided is asserted against Seller, Purchaser shall indemnify, defend and hold harmless Seller and Seller Related Parties from and against any and all loss, damage, liability or expense, including costs and reasonable attorneys' fees, which Seller or Seller Related Parties may incur or sustain by reason of such claim if the claim is based upon any statement, representation or agreement shown to have been made or entered into by Purchaser. If any such claim is asserted against Purchaser, Seller shall indemnify, Page 17 of 29 defend and hold harmless Purchaser and Purchaser Related Parties from and against any and all loss, damage, liability or expense, including costs and reasonable attorneys' fees, which Purchaser or Purchaser Related Parties may incur or sustain by reason of such claim if the same is based upon any statement, representation or agreement shown to have been made or entered into by Seller. 13. NOTICE. All notices to be given hereunder shall be hand delivered or sent by registered or certified mail, return receipt requested, with postage prepaid, by overnight UPS or FedEx commercial courier, by facsimile transmission or by email transmission to the parties at the addresses listed as follows: For Notices to Seller: With a copy to: Attn: City Manager City of Evanston 909 Davis Street Evanston, IL 60201 For email notice: [TBD] Attn: Corporation Counsel Law Department City of Evanston 909 Davis Street Evanston, IL 60201 For email notice: lawoffice@cityofevanston.org For Notices to Purchaser: With a copy to: Andrew Ahitow andy@citypadschicago.com Bobby S. Strauss Chuhak & Tecson, P.C. 120 S. Riverside Plaza, Ste. 1700 Chicago, IL 60606 bstrauss@chuhak.com Aali S. Fidai Chuhak & Tecson, P.C. 120 S. Riverside Plaza, Ste. 1700 Chicago, IL 60606 afidai@chuhak.com (or to such other or further addresses as the parties may hereafter designate by like notice similarly sent). Any notice given hereunder shall be deemed given on the date and at the time of delivery, if by hand delivery, facsimile transmission or email transmission , and on the third business day after the date and time of mailing set forth on the receipt, if by registered or certified mail, and on the date of delivery, if by overnight commercial courier. Page 18 of 29 14. POSSESSION. Possession of the Purchased Assets is to be given by Seller to Purchaser at Closing, subject to the rights of tenants under existing written leases, and the Permitted Exceptions. 15. CAPTIONS OR HEADINGS. The captions or headings of the Paragraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Agreement. 16. ACCESS AND INFORMATION. Seller shall give to Purchaser and its representatives, including accountants and counsel, access during normal business hours to the relevant properties, books, records, files, contracts, commitments, employees and agents of Seller related to the Purchased Assets, and will promptly furnish to Purchaser and its representatives at the Real Estate and/or at Purchaser's principal place of business all such information and documents relating to such properties and business as Purchaser shall request, and Purchaser may make copies thereof. 17. SELLER’S INDEMNITY/PURCHASER’S INDEMNITY. 17.1 Seller Indemnity. Seller hereby indemnifies, defends and holds harmless Purchaser and any person or entity affiliated with or owning or controlling, in whole or in part, Purchaser; the partners, trustees, officers, directors, shareholders, members, employees, agents and attorneys of any of the foregoing; and the heirs, legal representatives, successors and assigns of each and all of the foregoing (collectively, “Purchaser Related Parties”) of and from any and all claims, demands, damages, losses, injuries, liabilities, penalties, costs and expenses (including, without limitation, reasonable attorney’s fees), suits, actions, judgments and fees which may be imposed upon, incurred or suffered by or asserted against any one or more of the Purchaser or the Purchaser Related Parties arising out of or in connection with any one or more of the following: (a) Seller’s misrepresentation of any use, occupancy, ownership or operation of any Purchased Assets or any occurrence in, on or about the Real Estate prior to Closing, and (b) any breach of any representation, warranty, covenant or agreement made by Seller in this Agreement. 17.2 Purchaser Indemnity. Purchaser hereby indemnifies, defends and holds harmless Seller and any person or entity affiliated with or owning or controlling, in whole or in part, Seller; the partners, trustees, officers, directors, elected officials, employees, agents and attorneys of any of the foregoing; and the heirs, legal representatives, successors and assigns of each and all of the foregoing (collectively, “Seller Related Parties”) of and from any and all claims, demands, damages, losses, injuries, liabilities, penalties, costs and expenses (including, without limitation, reasonable attorney’s fees), suits, actions, judgments and fees which may be imposed upon, incurred or suffered by or asserted against any one or more of the Seller or the Seller Related Parties arising out of or in connection with any one or more of the following: (a) any accident, injury or damage to any person or property occurring in, on or about the Real Estate from and after Closing that is not caused by Seller’s negligence or willful misconduct; and (b) any breach of any representation, warranty, covenant or agreement made by Purchaser in this Agreement. Page 19 of 29 18. ACCESS TO PROPERTY. Commencing on the Effective Date and continuing until the last day of the Inspection Period, Purchaser shall have reasonable access to the Real Estate at all reasonable times during normal business hours, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that (i) Purchaser must give Seller not less than forty-eight (48) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned by Seller), (ii) prior to performing any invasive inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place commercial general liability insurance in the amount of $1,000,000 and workers compensation insurance for its activities on the Real Estate in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Real Estate, which insurance shall name Seller as additional insured thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in this Section 18. Purchaser shall bear the cost of all such inspections or tests and shall be responsible for and act as the generator with respect to any wastes generated by those tests. Purchaser shall not be entitled to any offsets or deductions of any kind against the Purchase Price as a result of such inspections or tests, unless otherwise agreed to by Seller in writing. Subject to the provisions of this Section 18, Purchaser or Purchaser’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least forty-eight (48) hours in advance by telephone or email to inform Seller of Purchaser’s intended meeting and to allow Seller the opportunity to attend such meeting if Seller desires; provided, however, Purchaser’s failure to inform Seller of such meetings shall not be Purchaser’s default. Except to the extent caused by Seller’s willful misconduct, Purchaser shall indemnify, defend and hold Seller harmless with respect to any injury to person or damage to property in connection with any physical investigation of the Property made by Purchaser or its employees, contractors, agents or representatives, other than the mere disclosure of the results of such investigation (except and to the extent such pre-existing condition(s) is/are exacerbated by any of the Purchaser’s entry onto and investigation of the Property and then only to the extent of such exacerbation). Purchaser agrees that it will restore the Property to a condition consistent with the condition that existed prior to such invasive testing. Furthermore, Purchaser shall not allow any mechanic’s liens to be placed upon the Property at any time prior to the Closing Date. Purchaser must provide to Seller, upon Seller’s request, copies of any and all reports, tests or studies involving contamination of or other environmental concerns relating to the Purchased Assets; provided, however, Purchaser shall have no obligation to cause any such tests or studies to be performed on the Purchased Assets. Seller acknowledges that Purchaser has not made and does not make any warranty or representation regarding the truth or accuracy of any such studies or reports. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have no liability or culpability of any nature as a result of having provided such information to Seller or as a result of Seller’s reliance thereon or arising out of the fact that Purchaser merely conducted such tests or studies, so long as Purchaser’s actions do not aggravate any pre-existing liability of Seller, if any. Page 20 of 29 19. MISCELLANEOUS. 19.1 Entire Agreement. This Agreement, and the Exhibits and Schedules attached hereto embody the entire agreement between the Parties in connection with this transaction and there are no oral or parole agreements, representations or inducements existing between the Parties relating to this transaction which are not expressly set forth herein and covered hereby. This Agreement may not be modified except by a written agreement signed by all of the Parties. 19.2 Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their respective heirs, legal representatives, successors, and assigns. No later than five (5) days prior to the Closing, Purchaser may assign its interest in this Agreement to an affiliate of Purchaser, in which event Seller's Deed, bills of sale, assignments and all other conveyances (and the acceptances thereof), documents, title insurance policy and survey certifications otherwise herein to be conveyed or provided to Purchaser and/or executed by Purchaser as applicable, shall be conveyed and provided to Purchaser’s assignee and/or executed by Purchaser’s assignee, as applicable. 19.3 No Waiver. No written waiver by any party at any time of any breach of any provision of this Agreement shall be deemed a waiver of any breach of any other provision herein or a consent to any subsequent breach of the same or any other provision. If any action by any party shall require the consent or approval of another party, such consent or approval of such action on any occasion shall not be deemed a consent to or approval of such action on any subsequent occasion or a consent to or approval of any other action on the same or any subsequent occasion. 19.4 Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois. Venue for any action arising out of this Agreement shall be Cook County, Illinois. 19.5 Effectiveness of Agreement. This Agreement shall not be effective unless and until it has been duly executed and delivered by Purchaser and Seller. 19.6 No Presumption. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both Purchaser and Seller have contributed substantially and materially to the preparation of this Agreement. 19.7 Duty to Notify Cook County Assessor. After Closing, it shall be the duty of Purchaser to notify the Cook County Assessor by way recording the Seller’s Deed or as otherwise required by law, that the Property is no longer owned by Seller and therefore subject to relevant property taxes. 19.8 Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original for all purposes, but all such counterparts shall together constitute but one and the same instrument. Page 21 of 29 19.9 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect, invalidate, or render unenforceable any other term or provision of this Agreement. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. 19.10 Further Assurances. Parties hereto shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby, provided such documents are customarily delivered in real estate transactions in the State of Illinois and do not impose any material obligations upon any party hereunder except as set forth in this Agreement. 19.11 No Offer. This Agreement shall not be deemed an offer or binding upon Seller or Purchaser until this Agreement is fully executed and delivered by Seller and Purchaser. Page 22 of 29 SIGNATURE PAGE AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above set forth. SELLER: PURCHASER: CITY OF EVANSTON, an Illinois municipal corporation By: Name: Luke Stowe Its: City Manager CITYPADS III LLC, a Delaware limited liability company By: Name: Andrew Ahitow Its: Manager Address: 909 Davis Street Evanston, IL 60201 Email: andy@citypadsre.com Page 23 of 29 A-1 EXHIBIT A LEGAL DESCRIPTION [To be attached.] Page 24 of 29 A-1 - 1 EXHIBIT A-1 JOINT ORDER ESCROW AGREEMENT [To be attached.] Page 25 of 29 A-2 - 1 EXHIBIT A-2 SELLER’S DEED [To be attached.] Page 26 of 29 A-3 - 1 EXHIBIT A-3 BILL OF SALE, ASSIGNMENT AND ASSUMPTION [To be attached.] Page 27 of 29 B-1 EXHIBIT B PERMITTED ENCUMBRANCES [To be attached.] Page 28 of 29 C-1 EXHIBIT C OPERATING AGREEMENTS [To be attached.] Page 29 of 29