1 DRAFT

2 LETTER OF INTENT FOR DEVELOPMENT DILIGENCE, PURCHASE AND DEVELOPMENT OF REAL

3 PROPERTY

4 Date
5
6 __________
7 __________
8 __________

9
10 Re: Letter of Intent
11 0734322001, 0734322002, 0734322003, 0734322004, 0734322005, 0734322006, 0734322007,
12 0734322008, 0734322009, 0734322010, 0734322011, 0734322012, 0734322013, 0734322014,
13 0734322015, 0734322016, 0734322017, 0734322018, 0734322019, 0734322020, 0734322021,
14 0734322022, 0734322023, 0734322024, 0734323003, 0734323004, 0734323027, 0734323031,
15 0734323029, 0734323032, and 0734323026.
16 Roselle, Cook County, Illinois

17

18 Dear __________:

19 Subject to the execution of a definitive and mutually acceptable agreement of purchase and sale
20 (“Purchase Agreement and or a Redevelopment Agreement”) subject to the terms and conditions as
21 outlined in this Letter of Intent (hereinafter LOI), and within the time frame expressed in Section 7, 8,
22 and 9 after execution of this Letter of Intent (the “Contract Negotiation Period”), the undersigned offers
23 to perform diligence and possibly develop or purchase the Subject Property in accordance with the
24 following terms and conditions:

25 Village: Village of Roselle, with contact information as follows:

26 Village of Roselle
27 Attn:
28 31 S. Prospect Street
29 Roselle Illinois 60172

30 1. Subject Property: The term “Subject Property” shall include the land and improvements
31 located in the Village of Roselle, County of Cook, State of Illinois, commonly known as
32 southwest corner of Roselle Rd. and I-390 further described on Exhibit “A”. (If the legal
33 description is not available at the time of execution of the LOI the parties shall attach the
34 legal description as soon as same is available) together with all rights of ingress and
35 egress, easements benefiting the Subject Property leases affecting the Subject Property
36 that are specifically consented to by Developer, if any, and generally, all rights and
37 benefits that pertain or relate to the land and improvements located thereon. The
38 Subject Property consists of approximately 261,360 square feet/6 acres) (hereinafter
39 “Subject Property”).

40 2. Developer: {INSERT} with contact information as follows:_____________________.

41 Developer may assign its interest in the LOI to any corporation, partnership or liability
42 company in which it is the controlling party or to any other third party only with Village
43 approval.

44 3. Subject Property: The Subject Property, which is the subject of this offer (“Subject
45 Property”), is identified by PIN numbers 0734322001, 0734322002, 0734322003,
46 0734322004, 0734322005, 0734322006, 0734322007, 0734322008, 0734322009,
47 0734322010, 0734322011, 0734322012, 0734322013, 0734322014, 0734322015,
48 0734322016, 0734322017, 0734322018, 0734322019, 0734322020, 0734322021,
49 0734322022, 0734322023, 0734322024, 0734323003, 0734323004, 0734323027,
50 0734323031, 0734323029, 0734323032, and 0734323026.

51 4. Subject Property Off Market: In consideration of this agreement, Village agrees to take
52 the Subject Property off the market and that it will not, nor will it permit any partner,
53 trustee, officer, employee or agent of Village to directly or indirectly: (i) take any action to
54 solicit, initiate submission of or encourage, proposals or offers from any person relating to
55 any lease and/or purchase of the Subject Property, (ii) participate in any discussions or
56 negotiations regarding a lease or purchase of the Subject Property with any person or
57 entity other than Developer, (iii) furnish any information concerning the Subject Property
58 to any other person or entity for the purpose, in whole or in part, of considering or making

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59 (or to any person or entity that has made) an offer with respect to a purchase or lease of
60 the Subject Property, or (iv) otherwise cooperate in any manner with, or assist or
61 participate in, facilitate or encourage any effort or attempt by and any other person to do
62 any of the foregoing. Notwithstanding the foregoing, Developer shall have the exclusive
63 right during the term of the LOI to prepare and distribute in its sole discretion, marketing
64 materials, so long as the materials are generally consistent with the “Proposed
65 Development Plan” described and depicted in the Request for Qualifications and the
66 Village of Roselle’s North Roselle Road Corridor Sub-Area plan from the 2016
67 Comprehensive Plan. The Proposed Development Plan may be modified as approved by
68 the Village during the Initial Inspection Period to accommodate market conditions.
69 Marketing materials shall include without limitation marketing flyers, promotional
70 materials and signage placed on the Subject Property.

71 5. Initial Inspection Period: This LOI hereby provides for an “Initial Inspection Period” of One
72 Hundred and Eighty (180) days from the date of execution and further provide for two (2)
73 ninety (90) day extensions (respectively the “First Extension Period,” and the “Second
74 Extension Period”) at the mutual option of the Village and Developer, if needed, during
75 which periods Developer shall investigate, inspect and study the Subject Property to
76 determine if all aspects of the Subject Property are acceptable to Developer, in its sole
77 and absolute discretion (the Due Diligence Period”). Developer may, at Developer’s sole
78 risk and expense, access the Subject Property to perform preliminary due diligence
79 activities following the execution of this LOI, and gives Village at least 3 business days’
80 notice of the date it intends to enter the Subject Property to make any inspections. The
81 Developer shall provide no less than monthly updates to the Village. Monthly updates
82 shall include all activities associated with marketing the property including uses,
83 franchises and users contacted, marketing material, issues and/or concerns being raised
84 by potential uses and other relevant material related to the development of the site
85 including limitations expressed by potential users. Upon completion of the initial
86 inspection period, the Developer shall present a “Proposed Development Plan” with any
87 modifications that Developer proposes may be necessary, to the Village for Village’s
88 approval or rejection in the Village’s sole discretion. If the Village approves the “Proposed
89 Development Plan”, it shall hereinafter be the “Development Plan”. If the Village rejects

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 90 the approval, Developer and Village may use thirty (30) days to attempt to resolve their
91 differences. If the differences are not resolved within the thirty (30) days, or any mutually
92 agreed extension, this LOI shall terminate without liability to either party to the other.

93 6. Due Diligence Period: If the Village approves the thereafter the Development Plan
94 pursuant to Section 7, the parties shall proceed to the “Due Diligence Period”. During the
95 Due Diligence Period at Developer’s request and at Developer’s expense, Village shall
96 cooperate in achieving any necessary governmental approvals for Developer’s intended
97 use of the Subject Property. Zoning consideration shall not occur until the project has met
98 full design requirements and preliminary engineering requirements. Village reserves the
99 right to hold off zoning and any redevelopment agreement based upon the use, design,
100 access, terms of the proposed redevelopment agreement, or engineering issues.
101 Submission of zoning shall include proper application as required by the Roselle Zoning
102 Ordinance. The Due Diligence Period shall be one hundred twenty (120) days from
103 inception.

104 7. Terms of Purchase: Through the completion of the due diligence period, if the project is
105 mutually agreeable to the Developer and Village, a Purchase Agreement and or
106 Redevelopment Agreement may be entered into between the Developer and Village
107 establishing purchase price. The Purchase Agreement and or a Redevelopment
108 Agreement shall include performance benchmarks for final zoning and subdivision actions
109 and any necessary redevelopment agreement. The Purchase Agreement and or
110 Redevelopment Agreement by and between Village and Developer containing the terms
111 outlined in this LOI and such other terms and conditions as are customary and as the
112 parties may mutually agree on, provided however, unless otherwise agreed to in the
113 Purchase Agreement and or Redevelopment Agreement, shall not modify or alter the
114 terms contained herein. Developer will also purchase all of Village’s rights, title and
115 interest in all of the maps, reports, plans, and other such material is having to do with the
116 Subject Property including all land use entitlements, governmental permits and
117 allocations, and other such governmental and agency approvals as may exist concerning
118 the Subject Property. Developer may assign any Purchase Agreement or Redevelopment
119 Agreement subject to the reasonable acceptance of the Village.

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120 8. Deposit Toward Purchase Price: To be determined based upon the terms of the Purchase
121 Contract and or Redevelopment Agreement.

122 9. Developer’s Condition Precedent to Closing: Following the expiration of the Due Diligence
123 Period, Developer’s ability to terminate its obligations shall be subject only to the
124 following conditions.

125 A. Title Company is unable to issue a policy of title insurance to Developer in the full
126 amount of the Purchase Price showing good and marketable title vested in
127 Developer subject only to such exceptions to title as have been approved by
128 Developer during the Feasibility Period.

129 B. The existence of any development, building, construction, floor or moratoria

130 affecting the Subject Property.

131 C. Village is unable to provide Developer title to Subject Property free and clear of liens
132 except for non-delinquent bonds and taxes.

133 10. Other Provisions:

134 A. The Purchase Agreement and or Redevelopment Agreement may contain other
135 provisions such as, but not limited to, attorney’s fees, notices, mutual
136 indemnifications, broker’s commission, and the like.

137 B. Any and all documentation provided by Village to Developer shall be returned to
138 Village upon cancellation of this transaction.

139 11. Expiration of Offer: If Village has not executed this document and returned it to
140 Developer within ten (10) business days from the date of Developer’s signature below this
141 document shall be considered null and void unless Developer has agreed in writing to
142 extend the date for Village’s acceptance.

143 12. Commission: Village shall pay all commissions due with respect to the sale of the Subject
144 Property at closing pursuant to a separate agreement. Developer shall not be entitled to
145 commissions unless they are provided for in the Purchase or Development Agreement.

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146 13. Authorized Signatory: It is hereby warranted, the person signing this LOI on behalf of
147 Developer or Village as the case may be is authorized to sign on behalf of such party and
148 to enter into this agreement and upon execution hereof this agreement shall be binding
149 on the parties hereto. This agreement may be executed in one or more counterparts, all
150 of which shall constitute and be deemed an original, but all of which together shall
151 constitute one and the same instrument and be binding on the parties. Electronic
152 signatures, including facsimile or scanned and emailed signatures will be binding on the
153 parties to the same extent as original signatures.

154 14. Fees and Costs: In the event of a breach by a party, the successful party in any proceeding
155 to enforce the terms shall be entitled to recover costs and attorney fees.

156 15. Assemblage: Developer may seek to acquire fee simple title to certain adjacent parcels of
157 real estate necessary for Developer’s development, and may seek to obtain all necessary
158 approvals and consents necessary to the recording of a consolidated plat/parcel, if
159 necessary. This potential shall extend the diligence period by 45 days.

160 16. All parties agree to proceed in accordance with terms and conditions outlined in this
161 Letter of Intent. Village understands the purpose of this Letter of Intent is to allow further
162 investigation by both parties into the feasibility of entering into a formal agreement. If
163 the Purchase Agreement and or Redevelopment Agreement is not mutually executed
164 within the stated timeframe for any reason whatsoever or no reason at all, this Letter of
165 Intent shall expire and no party shall have any further rights or duties hereunder.

166

167 DEVELOPER:

168

169 _______________________________ Dated:______________________

170

171 VILLAGE:

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172

173 _______________________________ Dated:______________________