On the agenda: Rolling Meadows meeting — data center (Feb 3)

PLANNING AND ZONING COMMISSION MEETING
City Council Chambers

3600 Kirchoff Road, Rolling Meadows, IL 60008
Tuesday, February 3, 2026, 7:00 p.m.

AGENDA
Call to Order.
Roll Call/Declaration of a Quorum.
Buckingham, Burchert, Ferstein, Gercken, Leone, Modi, Roos
Approval of Minutes.
Pending Business.

Draft minutes of the December 2, 2025 meeting are still pending

and will be presented at a subsequent meeting of the PZC.
None.

New Business.
1.

Public Hearing – Special Use Permit for “Religious Institution”

3550 Meadowbrook Industrial Court - Petitioner: 180 Chicago Church

In order to allow the proposed use and improvements, the public hearing will consider
granting a (i) special use permit for “Religious Institution” pursuant to Section 122-331

(“Special Uses”) of the City Code, and (ii) any other zoning relief as required to fully
grant the petition and authorize the improvements and use.
Discussion Items.
2. Workshop: Potential Townhome Redevelopment – 2401 Rohlwing Road.

3. Discussion: Comprehensive Plan Updates. Upcoming modifications to the Future
Land Use Map and Subarea Plans for the Algonquin Road and Golf Road corridors.

Staff Report.
Public Comment.
Motion to Adjourn.

During this time, members of the public may address the PZC regarding
any topic within the PZC’s purview that is not elsewhere on the agenda.

Planning and Zoning Commission

Special Use Permit – Religious Institution
5550 Meadowbrook Industrial Court
Tuesday, February 3, 2026
1. Executive Summary
180 Chicago Church (“Applicant”) is requesting a special use permit to operate a Religious
Institution at 5550 Meadowbrook Industrial Court (“Subject Property”) within the City’s M-1
(Business Park) Zoning District. The Applicant is under contract to purchase the Subject
Property and has applied with the consent of the owner, the American Association of
Neurological Surgeons.

2. Context and Location
Site Location

The subject property is located at 5550 Meadowbrook Industrial Ct and consists of a single-story office building
within a business park in the southern edge of Rolling Meadows between Algonquin Road and I-90.

1

Proposed Use
The American Association of Neurological Surgeons, who currently own and uses the
property, intend to sell the property to 180 Church and subsequently lease back
approximately 11,269 sf in the western third of the building for continued use as a professional
office.
The proposed use of the Subject Property is a place of worship, with use expected primarily
during weekends and weeknights. Structural interior renovation will consist of the demolition
and construction of a few walls as well as a new bathroom. Existing office space will be
converted to include a 258-seat auditorium with classrooms, a children’s gym, a nursery,
offices, and meeting spaces. No changes are currently proposed to parking, drive aisles, or
landscaping.
The Applicant has indicated that there will be some ongoing weekday operations, such as
administrative office work (approximately 6 staff); evening meetings or groups (~15 people),
and potentially occasional cooperative events with external organizations. Staff do not expect
that these would interfere with neighboring land uses, as the site is easily accessible, has
ample parking, and is generally self-contained and buffered from neighbors.

Site Conditions
The structure is a single-story office building with panorama ground floor windows and
masonry/brick facia. There are no notable
structural, façade, or maintenance issues
present, with very high-quality maintenance
of the exterior, landscaping, and parking lot.
The Applicant does not propose any
significant changes to the exterior, however
will be required to construct two minor
modifications to bring the site into full
conformity with the zoning ordinance:

2

•

Bicycle Parking: The site requires a
total of 5 double sided post-and-loop or inverted-U type bicycle racks per the City’s
bicycle parking requirements. (See discussion in “Traffic”, below)

•

Screening: The City’s screening
requirements mandate the
construction of fencing or
vegetation screening to shield the
ground-mounted mechanical
equipment and the trash
receptacles at the south-east of the
building.

•

Easement: The City has requested a
ten-foot pedestrian easement to be

dedicated along the Meadowbrook Industrial Ct right-of-way. This easement would
allow the future development of a sidewalk or other pedestrian path along
Meadowbrook. (See discussion in “Traffic”, below)
Each of these requests have been included as conditions of approval in the attached draft
Ordinance.

Zoning
The subject property is within the City’s M-1 Business Park District, which is intended to
facilitate light manufacturing, warehousing, and office or other compatible uses. Religious
Institutions in the City are permitted by Special Use Permit only, including in the M-1 district.

5550 Meadowbrook Industrial Court - M-1 (Business Park)

Neighboring Uses
Uses in the area include various office, light manufacturing, and storage facilities. Immediate
neighboring uses include ATS Life Science (manufacturing automation), US Waterproofing
(contracting), Komori America (professional printing), and Noble USA (electronic parts).
Directly to the east of the property are townhomes, which are buffered from the property by
approximately 200 feet, which include Salt Creek and landscaping.

3

View to townhome develeopment from east parking lot, showing Salt Creek, green space and
vegetation buffering.

Connectivity
The subject property can be accessed through
Meadowbrook Industrial Ct, a lightly-trafficked,
two-lane street connecting Golf and Algonquin
Rd with an average of 950 daily trips. The
intersection at Meadowbrook and Algonquin Rd
is unsignalized which does create occasionally
difficult left-turn conditions when exiting onto
Algonquin, however the generally limited use of
the structure at alternating hours to business
uses may limit this risk.
A single drive aisle accommodating two-way
traffic surrounds the building. The aisle also
provides access to the rows of parking that
surround the building on the north, east, and
south sides of the lot. The property is accessible
through two entrance points along Meadowbrook Industrial Ct with dual ingress and egress
at both. The property can also be accessed through an adjoining two-way drive aisle
connected to the southwest corner of the parcel. The aisle, accessed by Meadowbrook
Industrial Ct (as it becomes Lois Dr), provides access to the subject property, the US
Waterproofing building to the south of the subject property, and the south parking lot to be
used by the applicant.

4

South
Parking

3. Discussion
Legal Protections for Religious Uses
In considering this application, the City must adhere to two laws which are designed to
protect religious institutions and provide them special treatment, including the Federal
Religious Land Use and Institutionalized Persons Act (RLUIPA) and the State Religious Freedom
Restoration Act (RFRA). In summary, these regulations prohibit the City from imposing land
use regulations that impose a substantial burden on religious exercise unless the City
demonstrates that the regulation (i) furthers a compelling government interest and (ii) is the
least restrictive means of achieving that interest. The City must also act in a manner that is
non-discriminatory on the basis of religion or denomination and must treat religious
assemblies on equal or better terms as nonreligious assemblies. While the City still has the
ability to consider and apply its normal special use permit standards, the PZC’s
recommendations should consider and reflect these principles.

Traffic
The applicant has noted that the Subject Property will be used primarily over weekends and
weekday evenings, which is at off-hours compared to the other commercial and industrial
users along Meadowbrook Industrial Court.
The street has two primary connections to the City’s transportation network, an unsignalized
intersection with Algonquin Road at the north and an unsignalized intersection with Golf Road
at the south. There is also a secondary link along Golf Place to New Wilke Road, which may
see some diversionary use. Both Algonquin Road and Golf Road are under the jurisdiction of
the Illinois Department of Transportation, and it is unlikely that the intersections will meet the
5

standards necessary to install traffic signals either now or in the future (even if these signals
were desirable).
As a result, Staff, including the City Engineer, believes it is likely that the end time of the
congregation’s Sunday worship services will result in a short period of extended queueing
along Meadowbrook Court at these intersections due to the lack of a signal to allow for
efficient left turn movements. These turning queues will primarily inconvenience the church’s
own attendees given that most other land users on the street are not operating at this time.
While this condition may affect Elizabeth Place residents, this is not atypical where religious
uses are located in or nearby residential neighborhoods (as is common).
Because these intersections will not meet IDOT’s criteria to add signals, there is no clear
zoning solution to will mitigate these impacts. Staff does not recommend denying the
application for this reason. Staff’s recommended conditions of approval include the provision
of bicycle racks and a pedestrian or shared use path easement in order to support nonvehicular transportation to the Subject Property in the future.

Parking
Ordinance No. 25-44 modified the City’s zoning regulations to convert the City’s minimum
parking requirements to non-binding recommendations. The Ordinance states its intent as to
“allow market forces to create the most efficient provision of parking for land uses within the
City” and provides for the PZC and the City Council to consider the following as evidence of
adequate parking facilities when considering an application for zoning relief:
1)

The proposed development meets or exceeds the parking ratio recommendations
provided in this Section for the particular use or uses proposed;

2) A parking study, prepared by a qualified professional, which concludes that the
proposed development will provide adequate parking for the demand expected; or
3) Evidence from an applicant's substantially similar operations in comparable markets
demonstrates that parking demand will be equal to or less than the parking provided
by the proposed development.
The applicant’s proposal satisfies (1). The City’s parking recommendations are to provide one
parking space per three seats in the main assembly area. The 258-seat auditorium would
have a corresponding recommendation of 86 parking spaces. 118 spots are provided within
the parcel boundaries, with an additional 61 in a lot to the south of the property behind 2350
Lois Drive (see ALTA survey). A total of 179 parking spaces are therefore provided, which is
more than twice the recommendation. Staff believe that this is more than adequate for the
proposed attendance of the facility, and would support an increase in membership as the
congregation expands.

Economic Impacts
No significant economic impacts are expected from the proposal. The agreement to lease
part of the property to the American Association of Neurological Surgeons, Inc. ensures the
continued operation of this headquarters campus in the City. (For information, this non-profit
already appears to be entitled to a property tax exemption, and most of the Subject Property
is already exempt.)
6

Community Concerns
One item of correspondence has been received in regards to the City’s notice of this hearing.
This item is attached.

Noise
Noise is not anticipated as a concern for the proposed use as a religious institution. Over 200
feet separate the edge of the subject property from the nearest residence, which is further
buffered by Salt Creek and landscaping. While there may be some sound generated by the
congregation such as music and singing, as well as outside activity, such as gathering after
services, the hours of operation limit the potential impact to neighbors and no activity is
expected to occur at night when the noise ordinance becomes more restrictive. The activity
generated by neighboring land uses or the permitted uses of the site is expected to be equal
or greater than the potential impact from an assembly space.

Photometric
There are no proposed changes to the exterior lighting.

Other Nuisances
Staff do not expect for there to be other nuisances associated with this use.

4. Conditions of Approval
Should the PZC recommend approval of the application, Staff recommends the following
conditions of approval, which have been included in the attached draft Ordinance. Staff
believes these are responsive to the impacts identified as a result of the application; are
roughly proportional to these impacts; and would not pose a substantial burden to religious
exercise.

7

A.

Bicycle Parking. The Operator shall provide and install a minimum of five (5)
double-sided bicycle parking racks. All bicycle racks shall be of the inverted-U
or post-and-loop design, shall be permanently affixed, and shall be located in
an area approved by the Zoning Administrator prior to installation.

B.

Screening. The Operator shall install and thereafter maintain fully opaque
screening with a minimum height of six (6) feet to effectively screen all
ground-mounted mechanical equipment and all refuse and recycling
receptacles from public view. Such screening may consist of fencing, gates,
landscaping, or a combination thereof, and shall be located at the southeast
portion of the structure, or such other location as may be approved by the
Zoning Administrator.

C.

Grant of Easement. The Operator shall provide to the City a ten-foot (10') wide
easement along the entire length of the Operator's property line adjacent to
Meadowbrook Industrial Court for the City's future installation of a sidewalk or
shared-use path. The easement's form, legal description, and precise location
shall be subject to the City's review and approval. The Operator shall obtain the

City's approval of the easement and provide a document suitable for
recording in the office of the Cook County Clerk no later than the earlier of: (1)
issuance of a Certificate of Occupancy or Certificate of Completion for
improvements made to allow the Operator’s use of the Subject Property; or (2)
one hundred eighty (180) days following the effective date of this Ordinance,
unless the Zoning Administrator grants an extension for good cause shown.
The City shall record the approved easement at the Operator's expense.

5. Proposed Motion
1. Recommendation to approve
Based on the submitted petition and testimony presented, I move that the Rolling
Meadows Planning and Zoning Commission make the findings of fact provided by
the petitioner and attached hereto as Exhibit 2 and recommend that the City Council
approve the special use permit as set forth in the draft Ordinance.

2. Recommendation to approve with modifications
[Use the framework above, but modify, change or delete conditions.]

3. Recommendation to deny
Based on the submitted petition and testimony presented, I move that the Rolling
Meadows Planning and Zoning Commission recommend that the City Council deny
the special use permit as it does not satisfy the relevant standard(s): [elaborate as
appropriate.]
Respectfully Submitted,

Robert Savage
Planner and Management Analyst
City of Rolling Meadows

Attachments:
Exhibit 1:

Application and Plans

Exhibit 2:

Proposed Ordinance and Exhibits

Exhibit 3:

Written Correspondence

8

Ordinance No. 26-____
AN ORDINANCE GRANTING A SPECIAL USE PERMIT
FOR A “RELIGIOUS INSTITUTION”
(5550 Meadowbrook Industrial Court)
WHEREAS, American Association of Neurological Surgeons, Inc (“Owner”)
owns the property commonly known as 5550 Meadowbrook Industrial Court, within the
City’s M-1 Business Park Zoning District, which property is legally described in Exhibit
A to this Ordinance (“Subject Property”); and
WHEREAS, 180 Chicago Church ("Operator”) desires to purchase the Subject
Property and operate a Church (“Religious Institution”) at the Subject Property; and
WHEREAS, in order to allow the Religious Institution to operate at the Subject
Property, the Operator, with Owner’s consent, has requested that the City grant a
special use to authorize a “Religious Institution” at the Subject Property (the
“Requested Relief”); and
WHEREAS, the City’s Planning and Zoning Commission (“PZC”), after notice
was provided as required by law, conducted a public hearing on February 3, 2026 to
consider the Requested Relief; and
WHEREAS, after taking and considering all testimony presented at the public
hearing, the PZC made the findings of fact enumerated in Exhibit B and recommended
that the City Council approve the Requested Relief; and
WHEREAS, the Corporate Authorities of the City of Rolling Meadows have
determined that it would be in the best interest of the City to approve the Requested
Relief in accordance with, and subject to, the conditions, restrictions, and provisions of
this Ordinance.
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Rolling
Meadows, Illinois:
Section 1: Recitals. The recitals set forth above are incorporated herein by
reference as the findings of the Corporate Authorities.
Section 2: Grant of Special Use Permit. Pursuant to the standards and
procedures set forth in Section 122-395 (“Special uses”) and the City’s home rule
authority, and subject to and contingent upon the conditions, restrictions, and provisions
set forth in Section 3 of this Ordinance, the City hereby approves a special use permit to
authorize a “Religious Institution” at the Subject Property.
Section 3: Conditions. The Special Use granted in Section 2 of this Ordinance is
hereby expressly subject to and contingent on each of the following conditions,
restrictions, and provisions:
A.

No Authorization of Work. The approvals granted pursuant to this
Ordinance do not authorize the development, construction, reconstruction,
alteration, demolition, or moving of any buildings or structures on the
Subject Property, but merely authorize the preparation, filing, and

processing of applications for any permits or approvals that may be
required by the codes and ordinances of the City, including without
limitation demolition and building permits.
B.

Compliance with Plans. Except for minor changes and site work approved
by the Zoning Administrator, the Business and the Subject Property must
be developed, used, and maintained in substantial compliance with the
plans attached as Exhibit C.

C.

Compliance with Applicable Law. In addition to the other specific
requirements of this Ordinance, the Business, the Subject Property, and
all operations conducted thereon and therein must comply at all times with
all applicable federal, state, and City statutes, ordinances, resolutions,
rules, codes, and regulations, including, without limitation, this Ordinance.

D.

Bicycle Parking. The Operator shall provide and install a minimum of five
(5) double-sided bicycle parking racks. All bicycle racks shall be of the
inverted-U or post-and-loop design, shall be permanently affixed, and shall
be located in an area approved by the Zoning Administrator prior to
installation.

E.

Screening. The Operator shall install and thereafter maintain fully opaque
screening with a minimum height of six (6) feet to effectively screen all
ground-mounted mechanical equipment and all refuse and recycling
receptacles from public view. Such screening may consist of fencing,
gates, landscaping, or a combination thereof, and shall be located at the
southeast portion of the structure, or such other location as may be
approved by the Zoning Administrator.

F.

Grant of Easement. The Operator shall provide to the City a ten-foot (10')
wide easement along the entire length of the Operator's property line
adjacent to Meadowbrook Industrial Court for the City's future installation
of a sidewalk or shared-use path. The easement's form, legal description,
and precise location shall be subject to the City's review and approval.
The Operator shall obtain the City's approval of the easement and provide
a document suitable for recording in the office of the Cook County Clerk
no later than the earlier of: (1) issuance of a Certificate of Occupancy or
Certificate of Completion for improvements made to allow the Operator’s
use of the Subject Property; or (2) one hundred eighty (180) days
following the effective date of this Ordinance, unless the Zoning
Administrator grants an extension for good cause shown. The City shall
record the approved easement at the Operator's expense.

Section 4:
A.

The City shall not be obligated to issue, and may withhold, building
permits, certificates of occupancy, and other approvals that do not
completely comply with and satisfy the conditions, restrictions, and
provisions of this Ordinance.

B.

Upon failure or refusal of the Operator to comply with any or all of the
conditions, restrictions, or provisions of this Ordinance, the Special Use
granted in Section 2 of this Ordinance may, at the sole discretion of the
Corporate Authorities, by ordinance duly adopted, be revoked and
become null and void and of no force and effect.

Section 5: The privileges, obligations, and provisions of each and every section
and provision of this Ordinance are for and inure to the benefit of and run with and bind
the Subject Property, unless otherwise explicitly set forth in this Ordinance.
Section 6: Nothing in this Ordinance shall create, or shall be construed or
interpreted to create, any third-party beneficiary rights.
Section 7: Effective Date. This Ordinance shall be in full force and effect from
and after its passage, approval, and publication in pamphlet form in the manner
provided by law.
[Signature page follows.]

PASSED AND APPROVED by the City Council of Rolling
Meadows, Cook County, Illinois this
day of
, 2026.
YEAS:
NAYS:
ABSENT:

Lara Sanoica, Mayor
ATTEST:

Judith Brose, Deputy City Clerk
Published this

day of

2025.

Exhibit A
Legal Description
LOT 12 IN MEADOWBROOK, BEING A SUBDIVISION OF PART OF THE SOUTH ½ OF
SECTION 8, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED MARCH 24, 1981 AS
DOCUMENT 25815283, AND CORRECTED BY CERTIFICATE OF CORRECTION
RECORDED AS DOCUMENT 25939524, ALL IN COOK COUNTY, ILLINOIS.
Tax I.D.: 08-08-402-027
Address: 5550 Meadowbrook Industrial Court Rolling Meadows, IL 60008

Exhibit B
Special Use Standards

PZC Findings of Fact

Potential impact: The special use shall not unduly impact adjacent or nearby properties or the
general health, safety, and welfare of the general area and overall community. Impacts to be
considered include ingress and egress to the site, potential traffic impacts from cars and trucks,
and impacts to the appearance and character of the area.
Petitioner’s Findings: The Congregation will have a positive impact on the immediate and
surrounding community, maintaining a premier existing property and landscaping, while
providing social and spiritual wellness with minimal additional demand on local services, traffic
and parking. The site has excellent car access directly from main arteries to the North via
Algonquin Rd and the South via off Golf Rd, thereby not affecting any residential streets. The
adjacent businesses are primarily in use during weekdays, while the congregation will primarily
be in use on Sundays and weekday evenings, so the demand for parking and other services will
not generally overlap. Traffic for Congregation events will be primarily cars, not trucks or
pedestrians.
Consistency: The proposed special use shall be in keeping with the recommendations and
intent of the City's Comprehensive Plan, Official Map, and all other plans and policies adopted
by the city.
Petitioner’s Findings: In keeping with the Comprehensive Plan, the Congregation will be in line
with the mixed-use character of the surrounding Business Park, adding another amenity that is
currently not present. The site is strategically located in the Algonquin Road corridor, near main
arteries and highways for easy access. An existing high-quality building will be maintained and
now fully occupied. The current owner and seller is not in need of the current amount of space so
will be leasing back 11,000 sq. ft. of the premises for at least 7 years after applicant acquires the
property thereby maintaining the current owner in the community. The well-landscaped site is
adjacent to Salt Creek, ensuring maintenance of this vital waterway and flood plain. Currently, the
nearest church is 2 miles away, so the new congregation will provide a spiritual hub and
counselling services for nearby residents, making it a great place to live and providing a sense of
community for all ages and demographics. It will also bring new customers on weekends and
weekday evenings to nearby restaurants and other storefront businesses.
Trend of development: Special uses should be a logical extension of the trend of development
in the area around the subject site and not interfere with the use and development of adjacent
or nearby properties.
Petitioner’s Findings: The Congregation will be in keeping with the mix of Professional Services
and Light Manufacturing businesses serving the surrounding residential communities. As already
noted, the primarily weekend and evening use of the Congregation will tend to not overlap or
interfere with adjacent businesses, and will not interfere with use or development of nearby
properties

Public facilities: Adequate public facilities and services shall be available to serve the special
use and the property on which it is located; including, without limitation, storm water, sanitary
sewer, water service, public safety service, and waste disposal services.
Petitioner’s Findings: The Site is appropriately supplied with sanitary sewer, water service, and
stormwater discharge. Garbage disposal is currently provided by Republic Services. The nearest
police station in Rolling Meadows is 2.3 miles to the North, and the nearest emergency room is
at Northwest Community Hospital 1.7 miles to the North East.
Site design: The on-site development design shall be understandable to users, safe, and
maintainable in terms of road and pedestrian patterns, preserve natural features and
incorporate such features into a maintainable development, and provide adequate parking,
loading, and site maintenance.
Petitioner’s Findings: No change is proposed to the existing on-site development, which
provides safe and efficient access from the North via Meadowbrook Ct and the South via Louis
Dr. The site is designed primarily for car access. The parking and building entries are clearly
marked and visible, enhanced by landscaped beds and trees surrounding the building. Garbage
and loading services are easily accessed from the loading dock on the South side of the building.
Existing trees and landscaping along Salt Creek to the East provide a pleasing visual backdrop
and buffer for the residential properties beyond.

Exhibit C
Plans

Addendum to Special Use Application
Responses to Parking and Adjacent Land Uses

Parking: Number of parking spaces at the site, and anticipated maximum number of parking
spaces
needed for customers and employees.
Existing:
118 at AANS (including 6 ADA stalls). This does not include the parking along the US
waterproofing building directly opposite the AANS.
61 at South lot
179 TOTAL

( 3 per 1 fixed seat in the auditorium)

Adjacent Land Uses; What other land uses are adjacent or close, particularly, how far are the
closest
residential properties?
The surrounding district is zoned for Manufacturing, and adjacent uses include US
Waterproofing (contractor), ATS Life Sciences (manufacturing automation), Komori
America (professional printing), and Noble USA (electronic parts).
The closest residential property is 500 feet to the South East

ALG

ONQ

UIN

ROA

SA
CR LT
EE
K

90

GOLF

62

PROJECT LOCATION

NEW WILKE ROAD

MEADOWBROOK
DRIVE

D

ROAD

LOCATION MAP
NOT TO SCALE

LEGEND

Manhole
Catch Basin
Inlet
Storm Sewer Atlas
Sanitary Sewer Atlas
Water Main Atlas
Electric Line Atlas
Gas Line Atlas
Telephone Line Atlas
Storm Sewer
Sanitary Sewer
Water Main
Electric Line
Telephone Line
Cable TV Pedestal
Fire Hydrant
Valve Vault
Valve Box
Light Pole
Hand Hole
Sign
Gas Meter
Curb & Gutter
Depressed Curb
Retaining Wall
Building Setback Line
Record
On Line
Parcel 2 - Lot Line Parking Space Location
& Maintenance Easement Area
Per Doc. No. 09012547

Originally
O
i i ll P
Prepared:
d 20
2026.01.27

HAEGER ENGINEERING

consulting engineers

No.
Plot Date: Jan 27, 2026 - 11:14am Plotted By: joe-h
Layout: 36x48-Surv-PT
File Name: P:\2026\26008\Drawings\Final Survey\26008 ALTA NSPS LTS.dwg

Project No. 26-008

Date

Revision

land surveyors

2025-2026 Board of Directors
President
E. Sander Connolly, Jr., MD, FAANS
[email protected]
President-elect
E. Antonio Chiocca, MD, PhD, FAANS
[email protected]
Vice President
Sepideh Amin-Hanjani, MD, FAANS
[email protected]
Secretary
Aviva Abosch, MD, PhD, FAANS
[email protected]
Treasurer
Joseph S. Cheng, MD, MS, FAANS
[email protected]
Past President
Jacques J. Morcos, MD, FAANS
[email protected]
Directors-at-Large
Domagoj Coric, MD, FAANS
Linda M. Liau, MD, PhD, FAANS
Russell R. Lonser, MD, FAANS
John K. Ratliff, MD, FAANS
Jason P. Sheehan, MD, PhD, FAANS
Michael Y. Wang, MD, FAANS
Regional Directors
NE: Kevin M. Cockroft, MD, FAANS
NW: Shaun T. O'Leary, MD, PhD, FAANS
SE: Gregory J. A. Murad, MD, FAANS
SW: Mark E. Linskey, MD, FAANS
Ex-Officios
NREF: Adam S. Arthur, MD, MPH, FAANS
NPA: Mohamad Bydon, MD, FAANS
JNS: Frederick G. Barker, MD, FAANS
E2M: Christopher S. Graffeo, MD
CEO
Katie O. Orrico, JD
[email protected]
AANS
5550 Meadowbrook Industrial Ct.
Rolling Meadows, IL 60008

December 30, 2025

City of Rolling Meadows
Planning and Zoning Commission
3600 Kirchoff Road
Rolling Meadows, IL 60008
Re:

180 Chicago Church; Special Use Application
5550 Meadowbrook Industrial Court, Rolling Meadows, Illinois
60008 (the “Property”)

To Whom It May Concern:
The American Association of Neurological Surgeons, Inc. (the “AANS”) is
the owner of the above-referenced Property. A copy of the Trustee’s Deed
transferring title of the Property to the AANS is provided with this
correspondence.
180 Chicago Church (“Buyer”) is under contract to acquire the Property
from AANS, which acquisition is conditioned upon Buyer obtaining certain
approvals from the City of Rolling Meadows, including, without limitation,
a special use permit for its proposed use. As part of the anticipated
transaction, AANS intends to lease back approximately 11,000 sq./ft.
portion of the building from Buyer for use as office space for AANS.
Please accept this letter as authorization for Buyer to proceed with its
special use application and so seek whatever other approvals may be
required from the City in connection with its acquisition and proposed use
of the Property, provided, however, any such approvals shall not be
binding on the Property unless, and until, Buyer acquires title to the
Property and such approvals shall allow for the continued office use by
AANS.
If you have any questions, please feel free to contact the undersigned.
Sincerely,

Member Services: 888.566.AANS
Phone: 847.378.0500
www.aans.org

Katie O. Orrico, JD
Chief Executive Officer

Docusign Envelope ID: 034D2DD8-23AA-4444-91F9-BFA6E62EF93C

AGREEMENT FOR PURCHASE
AND SALE OF REAL ESTATE
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (this “Agreement”) is entered
into as of January __, 2026, by and between 180 CHICAGO CHURCH, an Illinois not-for-profit (together
with its nominees, designees, successors and assigns, "Purchaser") and American Association of
Neurological Surgeons, Inc., an Illinois not-for-profit corporation (the “Seller”).
WITNESSETH:
WHEREAS, Seller is the owner of the Property (as defined below); and
WHEREAS, Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser all of
the Property on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
ARTICLE 1
AGREEMENT TO PURCHASE AND SELL
Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, upon
the terms and conditions set forth in this Agreement, all of Seller’s right, title and interest in and to the
following (collectively, the “Property”):
(i)
the land legally described on Exhibit A attached hereto and made a part hereof
commonly known 5550 Meadowbrook Industrial Court, Rolling Meadows, Illinois 60008, together with
all privileges, rights, easements, hereditaments, and appurtenances belonging to the land, and all
right, title and interest of the titleholder thereof in and to any streets, alleys, passages and other
rights-of-way included therein or adjacent thereto (before or after the vacation thereof) (collectively,
the “Land”);
(ii)
all buildings, structures, parking areas and other improvements located on the Land
and any fixtures attached thereto, including the building consisting of approximately 36,250 square
feet (collectively, the “Improvements”);
(iii)
all equipment, machinery, apparatus, signs, appliances and other articles of personal
property, if any, owned by Seller and located on the Land and used in connection with the operation
of the Improvements and all furniture, fixtures and personal property used for the Property, except
for the furniture and furnishings of offices needed by Seller and as agreed by both parties during the
Review Period. (collectively, the “Personal Property”);
(iv)
all transferable licenses, franchises, permits, authorizations and approvals used in
connection with or relating to the ownership, occupancy or operation of any part of the Land,
Improvements or Personal Property (collectively, the “Permits”); and
(v)
all transferrable warranties and guarantees and other intangible personal property
relating to the Land, Improvements or Personal Property, including, without limitation, all roof
warranties (collectively, the “Intangible Property”).
ARTICLE 2
PURCHASE PRICE
2.1

Purchase Price. The purchase price (the "Purchase Price") to be paid by Purchaser to

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Seller for the Property shall be Two Million and 00/100 Dollars ($2,000,000.00).
2.2
Earnest Money. Within five (5) Business Days (as defined below) after the date on which
this Agreement is executed and delivered by the last party to do so (the “Effective Date”), Purchaser will pay
into a strict joint order escrow with Seller at the Title Insurer the sum of $50,000.00 as earnest money
(together with any interest earned thereon, the “Earnest Money”). Except as otherwise provided for in this
Agreement, Seller and Purchaser shall share equally the cost of the joint order escrow. Except as otherwise
provided in this Agreement, the Earnest Money shall be applied to the Purchase Price at the Closing.
2.3
Closing Costs. Seller shall pay the cost of: (a) the Title Policy (as defined below), including
the cost of extended coverage over the standard printed exceptions; (b) obtaining and recording any releases
of any mortgages, liens or other encumbrances that are not Permitted Exceptions (as defined below); and (c)
any stamp or transfer taxes imposed upon a seller by State, County or local law, unless an exemption applies;
Purchaser shall pay for: (i) the cost of all title endorsements requested, other than extended coverage; (ii) the
Survey; and (iii) recording the Deed. Purchaser and Seller shall share equally the escrow and New York
“style” closing fees for the Closing (as defined below). All other closing costs shall be apportioned according
to prevailing local custom. Except as expressly provided in this Agreement to the contrary, each party shall
pay its own legal fees.
2.4
Closing Prorations and Adjustments. All items of income or expense other than Taxes (as
defined below) shall be prorated according to prevailing local custom. Unpaid real estate taxes, current
installments of regular assessments, special assessments, sewer charges, and any similar taxes and charges
(collectively, “Taxes”) imposed in respect of the Property which are not yet due and payable on the Closing
Date shall be prorated, on an accrual basis, to the day immediately preceding the Closing Date on the basis
of 107.5% of the most recent ascertainable bill. All unpaid Taxes which are due and payable as of Closing
shall be paid by Seller in full on or before Closing. For purposes of proration, the Purchaser shall be deemed
in title to the Property on the Closing Date. Seller and Purchaser agree to re-prorate the Taxes, and any credit
provided at Closing, upon issuance of the real estate tax bills for which a credit is provided to Purchaser at
Closing. This Section 2.4 and the obligations of Seller and Purchaser herein shall survive Closing and not
merge with the Deed.
2.5
Seller Financing. At Closing, Seller will provide financing (“Seller Loan”) to Purchaser in the
form of a purchase money mortgage in the principal amount of the net Purchase Price less a down payment
of $400,000. The Seller Loan shall be evidenced by a Promissory Note (“Promissory Note”) to be executed by
Purchaser at Closing and payable to Seller. The Seller Loan shall accrue interest at a fixed rate per annum
equal to 4.5% and amortized over a 20-year schedule, with a balloon payment due at the end of year 7.
Payments shall consist of principal and interest during the initial 7-year term. The Seller Loan shall be freely
prepayable at any time without penalty. The Promissory Note will be secured by a Mortgage, Assignment of
Rents and Security Agreement (the “Mortgage”) to be executed by Purchaser at Closing, delivered to Seller,
and recorded against the Property, with all recording charges to be paid by Purchaser. During the first fifteen
(15) business days of the Review Period, Seller shall deliver to Purchaser a draft of such a Promissory Note
along with a draft of the Mortgage. In the event Seller and Purchaser are unable to agree upon the terms of
the Promissory Note and Mortgage during the Review Period, either party hereto shall have the right to
terminate this Agreement by providing written notification thereof to the other party during the Review Period
in which event, the Earnest Money shall be returned to the Purchaser subject to and in accordance with the
terms of this Agreement and neither party shall have any further duties or obligations hereunder except for
such duties and obligations which are expressly identified herein as surviving any such termination.
2.6
Payment of Purchase Price. The Purchase Price, plus or minus any adjustments, credits or
prorations provided for herein, shall be paid to Seller at the Closing by wire transfer of immediately available
funds, and delivery of the Promissory Note and Mortgage.
ARTICLE 3
PURCHASER’S DUE DILIGENCE
3.1

Review Period; Termination Right; Financing. During the period of time beginning on the

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Effective Date and ending at 5:00 P.M. (Chicago time) on the date that is sixty (60) days after the termination
of the Municipal Approval Period (the "Review Period"), Purchaser and its agents, employees, contractors
and representatives shall have the right to: (i) enter upon the Land and Improvements to conduct tests,
inspections and investigations of the physical condition of the Land, Improvements and Personal Property
(including, without limitation, environmental investigations; and (ii) review books, records and other due
diligence materials relating to the Property (including, without limitation, the Title Commitment and the Survey)
as may be necessary for Purchaser to determine whether any one or more of the following matters or any
other matter makes the Property unacceptable to Purchaser in Purchaser’s sole and absolute discretion:
(a)

zoning of the Property;

(b)

results of environmental investigations;

(c)

the state of title to the Land and Improvements (including, without limitation, Purchaser’s
review of the Permitted Exceptions);

(d)

matters shown on the Survey;

(e)

the physical condition of the Land, Improvements and/or Personal Property, including,
without limitation, any “as-built” plans and specifications of the Property;

(f)

the availability and sufficiency of utilities, including water, sanitary sewer, storm/retention
facilities, telephone, gas and electricity; and

(g)

the existence of any laws, regulations or judicial matters affecting the Property or its
operation.

Purchaser shall give Seller 24-hours prior oral notice before entering onto the Property pursuant to this
Section 3.1. Purchaser shall repair any damage to the Property resulting from Purchaser's activities on the
Property under this Section 3.1. Seller, within five (5) Business Days after the Effective Date, shall provide
Purchaser with copies of all materials (“Ownership Materials”) in its possession relating to Purchaser's due
diligence investigations, including without limitation, existing surveys, title reports, service contracts,
environmental assessment studies, reports or remediation plans regarding the Property, and, to the extent
that any actions regarding environmental remediation were taken while in the control of current ownership and
copies of all remediation and manifests (if any) associated therewith, architectural drawings, engineering
plans, including structural, civil, mechanical, electrical and plumbing, blueprints, warranties, income and
expense reports for calendar years 2022, 2023 and 2024, all reports studies, or cost estimates from
architects, contractors, subcontractors or tradesmen, engineers, consultants, appraisers, or advisors as to the
feasibility of, or alternatives for the development, or redevelopment, expansion, or modification of the
Property, copies of any communications between the Seller and employees, officials or agents of any City,
State, County or Federal agency or department regarding all or a portion of the Property within the past five
(5) years as to any code violations, or condemnation.
Seller shall have the right to have an agent or representative of Seller present during any inspections by
Purchaser, its representatives or contractors. Purchaser shall perform all of its inspections of the Property in a
manner that does not unreasonably disrupt Seller’s use or operation of the Property. Purchaser shall have no
right to conduct any invasive or intrusive testing of the Property without the prior written consent of Seller,
which shall not be unreasonably withheld, conditioned or delayed and Purchaser may be required to provide a
written description of any invasive testing, including the location thereof, prior to Seller granting approval of
same. Prior to entry upon the Property, Purchaser or Purchaser’s agents and contractors shall procure and
maintain throughout the term of this Agreement commercial general liability insurance (“CGL”), including
direct contractual and contingent liability, with limits of not less than $1,000,000 per occurrence, with a
$2,000,000 aggregate. The CGL insurance shall name Seller as an additional insured. Purchaser hereby
indemnifies and agrees to hold Seller harmless, and shall defend Seller with counsel reasonable acceptable
to Seller, from and against any loss or damage directly arising from any and all persons or firms entering the
Property on Purchaser’s behalf and the claims of any and all persons or firms entering the Property on

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Purchaser’s behalf, which indemnity shall survive for a period of twelve (12) months after the Closing or any
earlier termination hereof.
3.2
Termination. If Purchaser notifies Seller, in writing, at any time before the end of the Review
Period that Purchaser elects, in its sole discretion, not to proceed with the transaction contemplated by this
Agreement for any reason whatsoever, or for no reason, that the Property is unacceptable to Purchaser and
that Purchaser elects to terminate this Agreement, then promptly after the delivery of any such notice by
Purchaser, the Earnest Money shall be paid to Purchaser, and, this Agreement shall be null, void and of no
further force or effect and neither party shall have any further rights or obligations under this Agreement
except for any obligations that expressly survive this Agreement. Notwithstanding the foregoing, any escrow
fees charged by the Title Insurer for the Earnest Money escrow along with any termination fees shall be
Purchaser’s obligation and be paid by Purchaser, without contribution from Seller.
3.3
Municipal Approvals. During the period of time beginning on the Effective Date and ending
at 5:00 P.M. (Chicago time) on the ninetieth (90th) day thereafter (the "Municipal Approval Period"),
Purchaser, Purchaser's agents, consultants, attorneys, employees and contractors shall make a reasonable
effort to obtain any and all state, county and/or local government or municipal approvals, licenses or permits
necessary, in Purchaser’s sole discretion, to allow the Premises to be used for Purchaser’s intended purpose
upon the Closing, including zoning and special use. Notwithstanding the foregoing, no zoning change,
special use or other government approvals, licenses or permits sought by Purchaser shall be binding on the
Property or result in any change with respect to the Property, until Purchaser acquires title to the Property at
Closing. Furthermore, any zoning changes, special use or other government approvals, licenses or permits
shall allow for Seller to continue to occupy and operate from the Property under the Lease between
Purchaser and Seller as provided for in Section 10.4 of this Agreement. If, for any or no reason whatsoever in
Purchaser's sole discretion, Purchaser is unable to obtain such government approvals, licenses or permits or
is not satisfied with the approvals, licenses or permits, or any part thereof or otherwise disapproves, then in
such event, Purchaser shall have the right to terminate this Agreement by written notice to Seller at any time
prior to the end of the Municipal Approval Period. Purchaser shall be deemed to have waived and/or satisfied
the conditions and contingencies referred to in this Section 3.3 if Purchaser does not notify Seller within the
Municipal Approval Period that Purchaser is canceling this Agreement. Upon any termination of this
Agreement by Purchaser pursuant to this Section 3.3, all Earnest Money and any interest earned thereon
shall be immediately paid to Purchaser and Purchaser shall return to Seller all Ownership Materials provided
by Seller. In the event Purchaser terminates this Agreement pursuant to this Section 3.3, any escrow fees
charged by the Title Insurer for the Earnest Money escrow along with any termination fees shall be
Purchaser’s obligation and be paid by Purchaser, without contribution from Seller.
ARTICLE 4
TITLE INSURANCE AND SURVEY
4.1
Title Commitment; Survey. Within twenty (20) days after the Effective Date, Purchaser
shall order and thereafter deliver to Seller, a current ALTA/NSPS Land Title Survey covering the Property,
certified to the Title Company, Purchaser and Purchaser’s lender, if any, prepared in compliance with the
2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (the “Survey”) and
otherwise be satisfactory to the Title Insurer for purposes of issuing extended coverage over the standard
printed exceptions in the Title Policy and sufficient to obtain a survey endorsement. At Closing, Seller shall
provide Purchaser a credit for the cost of the Survey, not to exceed Seven Thousand Five Hundred and
No/100 Dollars ($7,500.00).
Within twenty (20) days after the Effective Date, Purchaser shall obtain: a commitment (the "Title
Commitment") for an ALTA 2021 Form Owner's Title Insurance Policy issued by Chicago Title Insurance
Company (the “Title Insurer”). Purchaser shall deliver a copy of the Title Commitment, along with copies of
any recorded exception documents (the “Title Documents”) to Seller upon Purchaser’s receipts of same.
4.2
Title and Survey Objections. Within five (5) Business Days after Purchaser receives the
last of the Title Commitment, the Title Documents, and the Survey, Purchaser shall deliver to Seller a list of

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any objections to title and survey matters with respect to the Property (the “Title Objections”). Seller shall be
obligated to cause any Title Objections relating to financing liens, mechanic’s, materialmen’s or similar liens,
tax liens or delinquent taxes (including interest and penalties), and leases (other than the Lease) or other
occupancy rights or agreements to be deleted from the Title Commitment prior to or at the Closing, and if
Seller fails to do so, Purchaser may deduct from the Purchase Price any liens or encumbrances of a definite
or ascertainable amount. Within five (5) Business Days after Seller receives the Title Objections, Seller shall
notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the
manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections
described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to
the contrary, at the Closing, Seller shall pay all Taxes assessed against the Property which are due and
payable at the time of the Closing. If Seller fails to deliver any such notice within said 5-Business Day period,
Seller shall be deemed to have elected not to cure the Title Objections specified in Purchaser’s notice, at or
before the Closing. Purchaser shall have the right, by giving notice to Seller within five (5) Business Days
after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections in
the manner specified in Purchaser’s notice, to: (i) terminate this Agreement, or (ii) elect to proceed pursuant
to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice, but with
the right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount.
For purposes of this Agreement, the term “Permitted Exceptions” means (i) title matters that are disclosed by
the Title Commitment and are not identified by Purchaser as Title Objections, and (ii) any Title Objections
waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 4.2,
any escrow fees charged by the Title Insurer for the Earnest Money escrow along with any termination fees
shall be Purchaser’s obligation and be paid by Purchaser, without contribution from Seller and the balance of
the Earnest Money shall be promptly paid to Purchaser, and such obligation to direct the Escrowee shall
survive the termination of this Agreement, and neither party shall have any further rights or obligations under
this Agreement, except for those rights and obligations that expressly survive a termination of this Agreement.
4.3
Title Policy. At the Closing, Seller shall cause to be delivered to Purchaser an ALTA 2021
Form Owner's Title Insurance Policy from the Title Insurer or in lieu thereof a marked-up title commitment
from the Title Insurer (either being referred to herein as the "Title Policy") which in either case shall: (i) be
dated as of the date of the recording of the Deed; (ii) name Purchaser or its designee or assignee as the
insured; (iii) have a liability amount equal to the Purchase Price; (iv) show Purchaser as the owner of the
Property in fee simple subject to no exceptions other than the Permitted Exceptions; and (v) include extended
coverage over the standard printed exceptions.
4.4
No Further Liens. Seller agrees that it shall not from and after the Effective Date cause or
permit any actions that result in any additional exceptions to title.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1

Seller's Representations and Warranties. Seller represents and warrants to Purchaser as

(a)

Neither the execution and delivery of this Agreement by Seller nor the consummation of the
transactions contemplated hereby will result in any breach or violation of or default under any
judgment, decree, order, mortgage, lease, agreement, indenture or other instrument to which
Seller is a party.

(b)

Seller has the full right, power and authority to enter into this Agreement and all of the
documents to be executed and delivered by Seller at the Closing and to consummate the
transactions contemplated hereby, and Seller has obtained any and all consents required
from Seller’s members and managers and all consents required from third parties to enter
into this Agreement and to convey the Property pursuant to this Agreement. This Agreement
is a valid and binding obligation of Seller and is enforceable against Seller in accordance
with its terms.

follows:

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(c)

Except as may be included in the most recent second installment real estate tax bill, Seller is
not aware of any special assessments, special tax districts, special service areas, sanitary
sewer separation fees or outstanding obligations (contingent or otherwise) to governmental
entities, including, without limitation, any portion payable with the current tax bill (collectively
"Assessments"), with respect to the Property or any part thereof.

(d)

Neither Seller nor all or any portion of the Property are the subject of any pending or, to
Seller’s actual knowledge, threatened claim, or judicial or administrative proceeding, action
or litigation.

(e)

Intentionally omitted.

(f)

To Seller’s actual knowledge: (a) the Property is in compliance with all Environmental Laws
(hereinafter defined); (b) no notice, demand, claim or other communication has been given to
or served on Seller, and Seller has no knowledge of any such notice given to previous
owners or tenants of the Property, from any entity, governmental body or individual claiming
any violation of any Environmental Law or demanding payment, contribution, indemnification,
remedial action, removal action or any other action or inaction with respect to any actual or
alleged environmental damage or injury to persons, property or natural resources (any of the
foregoing, whether now existing or hereafter brought, is herein called a “Claim”); (c) no
above ground or underground storage tanks are currently located on the Property; (d) the
soil, surface water and ground water of, under, or on the Property are free from any
Hazardous Substance (hereinafter defined); (e) the Property, and all buildings and
Improvements located thereon, during Seller’s period of ownership, have never been used
for or in connection with, and the Seller shall not permit or acquiesce in the use for or in
connection with the manufacture, refinement, treatment, storage, generation, transport or
hauling of any Hazardous Substance in excess of levels permitted by applicable
Environmental Laws or the treatment, storage or disposal of any such material; (f) no
Hazardous Substance has been Released (as defined herein) in excess of levels permitted
by applicable Environmental Laws, on, under or in the Property; (g) no asbestos or asbestoscontaining materials have been installed, used, incorporated into or disposed of on the
Property; (h) no polychlorinated biphenyls (“PCBs”) are or ever have been located on, in, or
used in connection with the Property; and (i) no investigation, administrative order,
administrative order by consent, consent order, agreement, litigation or settlement is
proposed or in existence or, to the best knowledge of Seller, threatened or anticipated, with
respect to or arising from the presence of any Hazardous Substance or the transport of
Hazardous Substance with respect to the Property.
(ii)
For the purposes of this Agreement “Environmental Laws” means any and
all federal, state and local laws (whether under common law, statute, rule, regulation or
otherwise), requirements under permits or other authorizations issued with respect thereto,
and other orders, decrees, judgments, directives or other requirements of any governmental
authority relating to or imposing liability or standards of conduct (including disclosure or
notification) concerning protection of human health or the environment or Hazardous
Substances or any activity involving Hazardous Substances, all as previously and in the
future to be amended, including those administered and enforced by the Illinois
Environmental Protection Agency (“IEPA”).
(iii)
For purposes hereof, “Hazardous Substance” means, but is not limited to,
any substance, chemical, material or waste (A) the presence of which causes a nuisance or
trespass of any kind; (B) which is regulated by any federal, state or local governmental
authority because of its toxic, flammable, corrosive, reactive, carcinogenic, mutagenic,
infectious, radioactive, or other hazardous property or because of its effect on the
environment, natural resources or human health and safety, including, but limited to,
petroleum and petroleum products, asbestos-containing materials, polychlorinated biphenyls,
lead and lead-based paint, radon, radioactive materials, flammables and explosives; or (C)

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which is designated, classified, or regulated as being a hazardous or toxic substance,
material, pollutant, contaminant or solid waste (or a similar such designation) under any
federal, state or local law, regulation or ordinance, including under any Environmental Law,
including those administered and enforced under IEPA, Comprehensive Environmental
Response Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and
Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§6901 et seq., Federal Water
Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. §§1251 et
seq., Clean Air Act of 1966, as amended, 42 U.S.C. §§7401 et seq., Toxic Substances
Control Act of 1976, 15 U.S.C. §§2601 et seq., Occupational Safety and Health Act of 1970,
as amended, 29 U.S.C. §§651 et seq., Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq.,
the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §11001 et seq.), the
Hazardous Substances Transportation Act (49 U.S.C. §1801 et seq.), or the Clean Air Act
(42 U.S.C. §7401 et seq.
(iv)
For the purpose of this Agreement, “Release” means any release, deposit,
discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping,
pouring, emptying, escaping, dumping, disposing or other movement of Hazardous
Substances in excess of levels permitted by applicable Environmental Laws.
(g)

Except for Seller, and those rights granted to others under easement agreements and other
instruments of record, there are no persons in possession or occupancy of the Land or
Improvements or any part thereof, nor are there any persons who have possessory rights in
respect to the Land or Improvements or any part thereof.

(h)

There are no condemnation or eminent domain proceedings pending, or, to the best of
Seller’s knowledge, threatened, with regard to the Property or Improvements or any portion
thereof.

(i)

There are no contracts, leases (other than the Lease to be executed between Seller and
Purchaser at Closing), service contracts or agreements of any kind relating to the Property
that will be binding on Purchaser after the Closing.

(j)

The operating statements and financial statements delivered or made available to Purchaser
by Seller show all material items of operating income and expense incurred in connection
with the ownership, operation, and management of the Property for the periods indicated and
are true, correct, and complete in all material respects. No material adverse change has
occurred from the respective dates of such statements to the date hereof.

(k)

Seller has all governmental licenses, permits and certificates necessary for the use,
occupancy and operation of the Land and Improvements in their current condition (including,
without limitation, all certificates of occupancy), all of which are in full force and effect, and to
the best of Seller’s knowledge, Seller has not taken or failed to take any action that would
result in their revocation, and has not received any written notice of an intention to revoke
any of them. To the best of Seller’s knowledge, neither the Land and Improvements nor the
use thereof violates any governmental law or regulation (including, without limitation, the
Americans with Disabilities Act) or any covenants or restrictions encumbering the Land or
Improvements. Seller has not received any written notice from any insurance company or
underwriter, nor is it aware, of any defects in the Improvements that would materially
adversely affect the ability to insure any of the Improvements or cause an increase in
insurance premiums.

(l)

Seller has good, marketable and insurable title to the Property. Seller has no written notice
or knowledge that: (i) the use being made of the Property at present is not in conformity with
the certificates of occupancy issued for the Property; (ii) any required certificates and permits
of such type have not been issued, are not in full force; and (iii) the Property does not comply

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with all building, fire, zoning and other ordinances and regulations applicable thereto. Seller
has no written notice or knowledge that the Property and the present use and condition
thereof violate any applicable deed restrictions or other covenants, restrictions or
agreements, site plan approvals, zoning or subdivision regulations or urban development
plans that are applicable to the Property. To the best of Seller’s knowledge, neither the Land
and Improvements nor the use thereof violates any governmental law, ordinance or
regulation (including, without limitation, the Americans with Disabilities Act) or any covenants
or restrictions encumbering the Land or Improvements. Seller has not received any written
notice from any insurance company or underwriter, nor is it aware, of any defects in the
Improvements that would materially adversely affect the ability to insure any of the
Improvements or cause an increase in insurance premiums.
(m)

To the best of Seller’s knowledge, copies of all documents containing information material to
the construction, ownership or operation of the Property and which are in Seller’s possession
or to which Seller or its agents or employees have reasonable access have been delivered
or made available to Purchaser, and to the best of Seller’s knowledge, are complete copies
of such records as maintained by Seller.

For purposes of the above, references to the “knowledge” of Seller, the “best of Seller’s knowledge”,
or “Seller’s knowledge” and the like, shall refer only to the actual knowledge of the Seller’s Designated
Representative (as defined below), without investigation being made into the accuracy or inaccuracy of such
representation and warranty or the facts pertaining thereto, and shall not be construed, by imputation or
otherwise, to refer to the knowledge of any other officer, director, agent, manager, member, shareholder,
representative or employee of Seller or any affiliate thereof. As used herein, the term “Seller’s Designated
Representative” shall refer to Corey Parker, Seller’s Chief Operating Officer. Under no circumstances shall
the Seller’s Designated Representative have any personal obligations or liabilities under this Agreement or
otherwise, and Purchaser waives all claims against the Seller’s Designated Representative.
SUBJECT TO SELLER’S REPRESENTATIONS AND WARRANTIES PROVIDED FOR ABOVE, IT IS
UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED,
WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE (OTHER THAN THE SPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE
DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL
CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL
APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH,
ACCURACY OR COMPLETENESS OF THE DOCUMENTS OR ANY OTHER INFORMATION PROVIDED
BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING
THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT, SUBJECT TO THE TERMS OF
THIS AGREEMENT, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL
ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”.
5.2
Purchaser's Representations and Warranties. Purchaser represents and warrants to
Seller as follows:
(a)

Neither the execution and delivery of this Agreement by Purchaser nor the consummation of
the transactions contemplated hereby will result in any breach or violation of or default under
any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument to
which Purchaser is a party.

(b)

Purchaser has the full right, power and authority to enter into this Agreement, to purchase
the Property as provided for in this Agreement and to consummate the transactions
contemplated hereby. This Agreement is a valid and binding obligation of Purchaser and is
enforceable against Purchaser in accordance with its terms.

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(c)

Purchaser is solvent, is able to pay its debts as they become due, has capital sufficient to
carry on its business as presently conducted and proposed to be conducted. No order has
been made or petition presented, or resolution passed, for the winding up or liquidation of
Purchaser and there is not outstanding: (i) any petition or order for the winding up of
Purchaser; (ii) any appointment of a receiver over the whole or part of the undertaking of
assets of Purchaser; (iii) any petition or order for administration of Purchaser; (iv) any
voluntary arrangement between Purchaser and any of its creditors regarding the
restructuring of indebtedness or other obligations; and (v) Purchaser will not be rendered
insolvent by the transactions contemplated by this Agreement.

5.3
Breach of Representations and Warranties; Survival. Each party warrants that each of
the foregoing representations and warranties made by it in this Article 5 is true as of the date of this
Agreement and will also be true, in all materials respects, as of the Closing. All of the respective
representations and warranties of Seller and Purchaser hereunder, and all of their respective rights and
remedies with respect to the incorrectness or breach thereof, shall survive the Closing Date for a period of
one (1) year from the Closing Date. Purchaser is relying on each and all of the representations and
warranties made herein on behalf of Seller as a material inducement to Purchaser’s execution hereof. If there
is a breach of, or material inaccuracy in, any of the representations and warranties, then in addition to all
other remedies available to Purchaser, Purchaser shall also have the right to terminate this Agreement by
written notice to Seller, in which event the Earnest Money shall be immediately returned to Purchaser and,
thereupon, neither party shall have any further obligation or liability to the other.
ARTICLE 6
ONGOING OPERATIONS AND RISK OF LOSS
6.1

Ongoing Operations. From the Effective Date through the Closing Date:

(a)

Seller shall maintain the Land, Improvements and Personal Property in substantially the
same condition as of the Effective Date and shall not take any action which would cause the
Land or Improvements not to comply with applicable laws, codes, statutes and governmental
rules, regulations and requirements. Except as necessary to comply with the preceding
sentence, to effect restoration in cases of emergency, to protect against personal injury or
property damage, or to restore or repair any casualty as provided in Section 6.2 hereof,
Seller shall not make or permit any material alterations to the Land or Improvements or any
portion thereof without Purchaser’s prior written consent, which consent shall not be
unreasonably withheld. Neither Seller, nor its employees, agents or contractors, shall take or
fail to take any action with intent of causing Seller’s representations or warranties to become
untrue in any material respect or with the intent of causing one or more of Purchaser’s
conditions to Closing to be unsatisfied. If any governmental authority issues a notice or
citation to Seller for Improvements not being in compliance with applicable laws, codes,
statutes or any governmental rules, regulations and requirements, Seller shall promptly
correct the condition giving rise to the notice or citation.

(b)

Seller shall maintain in existence all licenses, permits and approvals necessary or
reasonably appropriate to the ownership, operation or improvement of the Land and
Improvements as well as all insurance currently affecting the Land, Improvements and
Personal Property.

(c)

Seller shall not solicit offers, list for sale, or negotiate the sale or refinancing of any of the
Property with any other party unless and until either party terminates this Agreement in
accordance with its terms.

(d)

Seller shall not enter into any leases or subleases with respect to the Property or other
contracts, including, without limitation, service contracts, affecting the Property, without
Purchaser’s prior written consent, unless the contract can be terminated by Purchaser at
Closing without penalty.

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6.2
Casualty. Risk of loss up to and including the Closing Date shall be borne by Seller. Seller
shall promptly give Purchaser written notice of any damage to any of the Land or Improvements, describing
such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost
of repairing such damage. In the event of any “material damage” (described below) to any of the Land or
Improvements, Purchaser may, at its option, by notice to Seller given within ten (10) business days after
Seller has provided the above described notice (and if necessary the Closing Date shall be extended to give
Purchaser the full ten (10) business day period to make its election): (i) terminate this Agreement, in which
case the Earnest Money shall be immediately delivered to Purchaser; or (ii) proceed under this Agreement,
receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the
Closing Date) due Seller as a result of such damage and receive a credit at Closing for any deductible
amount under said insurance policies. If Purchaser fails to timely make such election, Purchaser shall be
deemed to have elected to terminate this Agreement. If any of the Land or Improvements is not materially
damaged, then (i) Purchaser shall not have the right to terminate this Agreement and (ii) at Closing,
Purchaser shall receive any insurance proceeds (including any rent loss insurance applicable to any period
on and after the Closing Date) due Seller as a result of such damage and receive a credit at Closing for any
deductible amount under said insurance policies. Material damage and materially damaged means, with
respect to any Improvements, damage that: (a) in Purchaser’s reasonable estimation, exceeds $100,000 to
repair; (b) in Purchaser’s reasonable estimation, will take longer than ninety (90) days to repair; or (c) is not
insured.
6.3
Condemnation. In the event any proceedings in eminent domain are contemplated,
threatened or instituted against any portion of the Land or Improvements so as to constitute a Material
Condemnation (as defined below) by anybody having the power of eminent domain, Purchaser may, at its
option, by notice to Seller given within ten (10) business days after Seller providing written notice to
Purchaser of such proceedings together with all relevant information concerning such proceedings (and if
necessary the Closing Date shall be extended to give Purchaser the full ten (10) business day period to make
such election): (i) terminate this Agreement, in which case the Earnest Money shall be immediately delivered
to Purchaser, or (ii) proceed under this Agreement, in which event Seller shall, at the Closing, assign to
Purchaser its entire right, title and interest in and to any condemnation award, and Purchaser shall have the
sole right during the pendency of this Agreement to negotiate and otherwise deal with the condemning
authority in respect of such matter. If Purchaser fails to timely make such election, Purchaser shall be
deemed to have elected to terminate this Agreement as provided above. Material Condemnation means, with
respect to any of the Land or Improvements, condemnation by eminent domain which in Purchaser’s
reasonable estimation materially and adversely affects the use, operation or value of any property comprising
the Land and Improvements.
ARTICLE 7
PURCHASER’S CONDITIONS TO CLOSING
7.1
Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to close on the
purchase of the Property is conditioned on the following:
(a)

Seller shall have performed all of the covenants and obligations to be performed by Seller
under this Agreement at or before the Closing, and the representations and warranties of
Seller set forth in this Agreement shall be true in all material respects on and as of the
Closing Date;

(b)

There shall have been no material adverse change from the Effective Date in the condition of
the Property, other than as a result of a casualty or condemnation which shall be governed
by Sections 6.2 and 6.3 hereof.

If one or more of the conditions set forth above in this Section 7.1 has not been satisfied as of the Closing
Date, then Purchaser may, in its sole discretion, terminate this Agreement by delivering written notice of such
termination to Seller at any time on or before the Closing Date, in which case, the Earnest Money shall be
immediately returned to Purchaser and neither party shall have any further rights or obligations hereunder,

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except that if the failure to satisfy any such condition is due to a breach or default by Seller of any of its
covenants, agreements, representations, warranties or other obligations hereunder, then the provisions of
Section 9.2 shall apply.
7.2
Waiver of Conditions. At any time or times, Purchaser may elect to waive in writing the
benefit of any of the conditions set forth in Section 7.1. Purchaser shall not be deemed to have waived any
such condition, unless such waiver is set forth in a written document signed by Purchaser or its agent, and
then only to the extent expressly set forth in such writing. If Purchaser waives any such condition, such
waiver shall not relieve Seller from, or modify or affect, Seller’s other covenants and obligations under this
Agreement, and such covenants and obligations shall survive such waiver and the Closing.
7.3
Conditions to Seller’s Obligation to Close. Seller’s obligation to close on the sale of the
Property is conditioned on the following:
(a)

Purchaser shall have performed all of the covenants and obligations to be performed by
Purchaser under this Agreement at or before the Closing, and the representations and
warranties of Purchaser set forth in this Agreement shall be true in all material respects on
and as of the Closing Date;

(b)

Purchaser shall deliver at Closing the Promissory Note, Mortgage and the Lease, properly
executed and notarized, as required.
ARTICLE 8
THE CLOSING

8.1
Definition; Time and Place. The performance by Seller and Purchaser of their respective
obligations under this Agreement directly or through the completion of the escrow deposits required of them to
be made and the delivery of the Purchase Price to Seller by the Closing Escrowee, shall constitute the closing
of the sale (the "Closing"). The date of the Closing (the "Closing Date") shall be fifteen (15) days after the
expiration of the Review Period or such other date as agreed to by Seller and Purchaser in writing (the
"Closing"). The Closing shall take place at a location mutually agreed to by the parties.
8.2
Possession. Possession of the Property shall be delivered at the Closing, subject to Seller’s
rights under the Lease.
8.3
Escrow. This sale shall be closed through a "New York style" escrow (the "Closing Escrow")
with the Escrowee, in accordance with the general provisions of the usual form of escrow agreement then in
use by the Escrowee, with such special provisions inserted in the escrow agreement as may be required to
conform with this Agreement (the "Escrow Agreement"). The Closing Escrow and the Escrow Agreement
shall be auxiliary to this Agreement, and this Agreement shall not be merged into nor in any manner
superseded by the Closing Escrow or the Escrow Agreement. Upon the creation of the Closing Escrow,
payment of the Purchase Price and delivery of the Deed (as hereinafter defined) and other closing documents
shall be made through the Closing Escrow and the Earnest Money shall be deposited in the Closing Escrow.
The attorneys for the parties are hereby authorized to execute the Escrow Agreement and any amendments
thereto. Each party shall have the right to inspect all documents prior to or at the time of deposit in the
Closing Escrow. The escrow fee for the Closing Escrow shall be shared equally by the parties.
8.4
Documents To Be Delivered By Seller At Closing. At the Closing, Seller shall deliver or
cause to be delivered to Purchaser directly or, if either party elects, through the Closing Escrow, the following,
each of which shall be in form reasonably satisfactory to Purchaser and (if applicable) the Title Insurer:
(a)

a Special Warranty Deed (the Deed) duly executed and acknowledged by Seller, conveying
the Land and Improvements to Purchaser or its designee subject only to the Permitted
Exceptions;

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(b)

a Bill of Sale duly executed and acknowledged by Seller, conveying the Personal Property to
Purchaser or its designee;

(c)

an Assignment of Permits and Intangible Property in a form reasonably acceptable to both
parties, duly executed and acknowledged by Seller as well as an assignment of any existing
and assignable roof warranties;

(d)

the Title Policy;

(e)

evidence of the authorization of Seller as to the execution of this Agreement and the sale of
the Property to Purchaser and the performance of other acts required hereunder;

(f)

an affidavit to the effect that Seller is not a foreign person under Section 1445(b) of the
United States Internal Revenue Code;

(g)

to the extent in Seller’s possession or reasonably obtainable by Seller or its agent’s, copies
of all plans, drawings and specifications of or relating to the Property and Improvements;

(h)

the warranties and other documents constituting or evidencing the Intangible Property
assigned to Purchaser pursuant to the Assignment of Permits and Intangible Property;

(i)

such other instruments and documents, including, but not limited to, an ALTA Statement and
Gap Undertaking, as may be reasonably required by the Title Insurer in order to issue the
Title Policy in the form required pursuant to Section 4.3 hereof;

(j)

a certificate signed by Seller, certifying that as of the Closing Date, the representations and
warranties of Seller set forth in this Agreement are true and correct;

(k)

to the extent the Property is encumbered by a declaration of covenants, conditions and
restrictions or the like, a paid assessment letter from the association in its standard form
evidencing all assessments of any kind that are due and owing have been paid in full by
Seller (or will be paid by Seller at Closing), and, to the extent the association routinely
furnishes estoppel certificates to buyers, an estoppel certificate in its standard form; and

(l)

all other documents required to be executed and/or delivered by Seller pursuant to other
provisions of this Agreement or the Escrow Agreement.

8.5
Documents To Be Delivered By Purchaser At Closing. At the Closing, Purchaser shall
deliver or cause to be delivered to Seller directly, or if either party elects through the Closing Escrow, the
following, each of which shall be in form reasonably satisfactory to Seller and (if applicable) the Title Insurer:
(a)

the Purchase Price, plus or minus adjustments, credits and prorations as provided for herein;
and

(b)

all other documents required to be executed and/or delivered by Purchaser pursuant to other
provisions of this Agreement or the Escrow Agreement.

(c)

the Promissory Note and Mortgage.

8.6
Documents to be Jointly Delivered by Seller and Purchaser at Closing. At the Closing,
Seller and Purchaser shall each execute and deliver, directly, or if either party elects, through the Closing
Escrow, the following, each of which shall be in form reasonably satisfactory to both parties and (if applicable)
the Title Insurer:
(a)

applicable transfer tax declarations for the State of Illinois, Cook County, Illinois and any
necessary municipal transfer tax declarations, if any; and

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(b)

a Closing Statement.

(c)

the Lease.
ARTICLE 9
DEFAULTS; REMEDIES

9.1
Purchaser's Default. If Purchaser is in default under this Agreement and such default is not
cured within five (5) Business Days after written notice of such default is given by Seller to Purchaser, then
Seller may, as its sole and exclusive remedy, terminate this Agreement, in which case, the Earnest Money
shall be delivered to Seller as liquidated damages and as Seller’s sole and exclusive remedy. The parties
acknowledge that Seller’s actual damages in the event of a default by Purchaser under this Agreement will be
difficult to ascertain, and that Seller’s receipt of the Earnest Money as liquidated damages represents the
parties’ best estimate of such damages. The parties agree that the foregoing provisions of this Section 9.1
are reasonable in light of the intent and circumstances surrounding the execution of this Agreement, and
Seller expressly acknowledges and agrees that its rights and remedies shall be limited as set forth above in
this Section 9.1.
9.2
Seller’s Default. If the transaction contemplated hereby does not close by reason of a
default by Seller in any of the terms hereof, and such default is not cured within five (5) Business Days after
written notice of said default is given by Purchaser to Seller, then Purchaser may: (a) terminate this
Agreement, in which case, Purchaser shall receive a return of all of the Earnest Money, and Seller shall
immediately reimburse Purchaser for all of Purchaser’s reasonable documented out-of-pocket expenses
incurred in connection with this transaction, including its legal fees and due diligence investigations, as well as
reimbursing Purchaser for any non-refundable fees, deposits or other charges deposited with its lender, not to
exceed $50,000; and/or (b) pursue against Seller any rights or remedies available at law or in equity,
including, without limitation, an action to compel Seller’s specific performance of this Agreement. Purchaser’s
rights and remedies are cumulative and may be exercised in such order or concurrently as Purchaser may
elect.
9.3
Post-Closing Defaults. Nothing contained in this Article 9 shall limit or restrict either party’s
rights or remedies with respect to a breach or default which first occurs after the Closing or of which the nondefaulting party first obtains actual knowledge after the Closing, and for any such breach or default, the nondefaulting party shall be entitled to any and all rights and remedies available at law or in equity.
9.4
Costs of Enforcement. In the event any action or proceeding is brought by either party to
enforce or interpret the terms of this Agreement, the prevailing party in such action or proceeding shall be
entitled to have all of its costs, fees (including, without limitation, attorneys’ fees) and expenses, paid or
reimbursed by the non-prevailing party.
ARTICLE 10
MISCELLANEOUS
10.1
Payment of Real Estate Brokers and Consultants. Each party represents to the other that,
no real estate broker has been used in connection with this transaction. Purchaser and Seller agree to
indemnify, defend and hold the other harmless from and against any claim for a real estate broker's
commission or fee by any party claiming to have represented Purchaser or Seller in connection with this
transaction. The indemnification obligations under this Section 10.1 shall survive the Closing or any
termination of this Agreement for any reason whatsoever. Seller acknowledges that principals of Purchaser
are real estate brokers or salespeople and licensed in Illinois.
10.2
Notices. All notices and other communications which are required to be, or which may be,
given under this Agreement shall be in writing, and shall be delivered at the addresses set out hereinbelow.
Notice may be given by personal delivery, recognized overnight courier, by United States mail in the manner
set forth below or by email transmission. Notice shall be deemed to have been duly given (a) if by personal

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delivery, on the first to occur of the date of actual receipt or refusal of delivery by any person at the intended
address, (b) if by overnight courier, on the first (1st) Business Day after being delivered to a nationallyrecognized overnight courier, (c) if by mail, on the second (2nd) Business Day after being deposited in the
United States mail, certified or registered mail, return receipt requested, postage prepaid, (d) if by email, on
the date such email is sent addressed as follows:
If to Seller:

American Association of Neurological Surgeons
5550 Meadowbrook Industrial Court
Rolling Meadows, IL 60008
Attention: Katie O. Orrico, CEO
Email: [email protected]

with a copy to:

Ice Miller LLP
200 W. Madison Street, Suite 3500
Chicago, Illinois 60606
Attn: Michael Chabraja
Email: [email protected]

If to Purchaser:

180 Chicago Church
119 S. Emerson Street, Suite 180
Mt. Prospect, IL 60056
Attention: Scott Fowle
Email: [email protected]

with a copy to:

DKMO LLC
John E. O’Connor
11 S. Dunton Ave
Arlington Heights, IL 60005
Email: [email protected]

or to such other address as either party may from time to time specify as its address for the receipt of notices
hereunder, in a notice to the other party. Notices may be sent by and to an attorney for a party from the firms
identified above and when so sent shall be deemed notice by the party so represented.
10.3
Assignment. Purchaser shall have the right to assign this Agreement, and all of Purchaser’s
rights hereunder, to an entity which directly or indirectly controls, is controlled by, or is under common control
with Purchaser (“Assignee”), without the consent of Seller; provided however that, Purchaser shall not be
released from the terms and conditions of this Agreement. Purchaser shall notify Seller of any assignment to
Assignee no less than ten (10) days prior to the Closing, and Seller shall thereafter perform all of its
obligations to Assignee as if Assignee were the purchaser pursuant to this Agreement.
10.4
Leaseback. Seller has informed Purchaser that Seller desires to remain in possession of the
approximately 11,000 square feet of the Premises after the date of Closing (“Leased Space”), which area is
shown in Exhibit B hereto. The concept of the Seller remaining in possession of the Leased Space after the
date of Closing is acceptable to the Purchaser provided that Seller and Purchaser agree upon the terms of a
lease (the “Lease”) during the Review Period. During the first fifteen (15) business days of the Review
Period, Purchaser shall deliver to Seller a draft of such a Lease which will contain various terms which terms
shall include, but shall not be limited to, the following:
i.
Term. Seven (7) years.
ii.
Base Rent. $14.00 sq ft.
iii.
Additional Rent. During the lease term, Seller shall be responsible for all operating expenses,
upkeep, utility charges, insurance premiums and maintenance and replacement expenses for the Leased
Space. During each month of the lease term, Seller shall deposit with Purchaser 1/12th of the estimated
additional rent.
iv.
In the event Seller and Purchaser are unable to agree upon the terms of the Lease during the
Review Period, either party hereto shall have the right to terminate this Agreement by providing written

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notification thereof to the other party during the Review Period in which event, the Earnest Money shall be
returned to the Purchaser subject to and in accordance with the terms of this Agreement and neither party
shall have any further duties or obligations hereunder except for such duties and obligations which are
expressly identified herein as surviving any such termination.
10.5
Entire Agreement. This Agreement embodies the entire understanding of the parties and
there are no further or other agreements or understandings, written or oral, in effect between the parties
relating to the subject matter hereof, except as may be set forth in a written instrument executed by all parties
contemporaneously with or subsequent to this Agreement. This Agreement shall not be construed more
strictly against one party hereto than against the other party merely by virtue of the fact that it may have been
prepared primarily by counsel for one of the parties. It is understood and recognized that both parties have
contributed substantially and materially to the preparation of this Agreement.
10.6
Severability. If any term or provision of this Agreement or any application thereof shall be
invalid or unenforceable, the remainder of this Agreement and other applications thereof shall not be affected
thereby.
10.7
Captions; Number. The captions contained in this Agreement are for the convenience of
reference only, and shall not affect the meaning, interpretation or construction of this Agreement. As used in
this Agreement, the singular form shall include the plural and the plural shall include the singular, to the extent
that the context renders it appropriate.
10.8
Counterparts. This Agreement may be executed in two more counterparts, which may be
delivered electronically in portable document format (.pdf) each of which shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.
10.9
Governing Law; Venue. This Agreement has been executed and delivered and is to be
performed, in the State of Illinois, and this Agreement and all rights, obligations and liabilities hereunder shall
be governed by, and construed in accordance with, the internal laws of the State of Illinois. Each party
hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in
Cook County, Illinois.
10.10

Time of the Essence. Time is of the essence of this Agreement.

10.11 Modification. The provisions of this Agreement may not be amended, changed or modified
orally, but only by an agreement in writing signed by all of the parties hereto.
10.12 Waiver. Except as otherwise expressly provided in this Agreement, no waiver by a party of
any breach of this Agreement or of any warranty or representation hereunder by the other party shall be
deemed to be a waiver of any other breach by such other party (whether preceding or succeeding and
whether or not of the same or similar nature) and no acceptance of payment or performance by a party after
any breach by the other party shall be deemed to be a waiver of any breach of this Agreement or of any
representation or warranty hereunder by such other party whether or not the first party knows of such breach
at the time it accepts such payment or performance. Except as otherwise expressly provided in this
Agreement, no failure or delay by a party to exercise any right it may have by reason of the default of the
other party shall operate as a waiver of default or modification of this Agreement or shall prevent the exercise
of any right by the first party while the other party continues to be so in default.
10.13 Business Days. If any date specified in this Agreement for the Closing Date or for
commencement or expiration of time periods for termination or approvals or for notice occurs on a day other
than a Business Day, then any such date shall be postponed to the next following Business Day. As used
herein, "Business Day" shall mean any day other than a Saturday, Sunday or a holiday observed by national
banks or the Title Insurer.

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10.14 Cooperation In Exchange. In the event that Seller or Purchaser are under contract with a
qualified intermediary for the purpose of effecting a tax-deferred exchange in accordance with Section 1031 of
the United States Internal Revenue Code of 1986, as most recently amended, each party consents to the
assignment of this Agreement to such intermediary. Furthermore, each party shall cooperate with the other to
accomplish such exchange and perform any acts reasonably necessary to assist in such exchange, provided
that neither party shall be required to accept title to any property other than the Property, expend any
additional amounts of money above those amounts required pursuant to this Agreement, extend the Closing
Date, and further provided that each party defend, indemnify and hold the other harmless from and against
expenses, costs and damages of any kind (including attorney’s fees) suffered by either by reason of the
performance of, or failure to perform, any acts of cooperation necessitated by this Section. Each party agrees
to sign a Notice of Assignment prior to Closing confirming that such party has received the Notice of
Assignment and consents to the assignment.
10.15 Offer; Effectiveness. The execution of this Agreement by the first party to do so and delivery
thereof to the other party constitutes an offer to purchase or sell, as the case may be, and shall be
automatically revoked unless the party to which the offer is made shall execute and deliver its executed
counterpart of this Agreement to the offering party at the address given for notice herein on or before 5:00
p.m. local time, on the date which is 5 days after the date on which the offering party has executed this
Agreement as first set forth above.
10.16 Waiver of Right to Jury Trial. Each of the parties hereto acknowledge and agree that any
controversy which may arise under this Agreement or with respect to the transaction contemplated herein
would be based upon difficult and complex issues and therefore, the parties agree that any court proceeding
arising out of any such controversy will be tried in a court of competent jurisdiction by a judge sitting without a
jury.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
SELLER:
AMERICAN ASSOCATION OF NEUROLGICAL
SURGEONS, INC., an Illinois not-for-profit
corporation
By:
Katie O. Orrico
Its: Chief Executive Officer

PURCHASER:
180 CHICAGO CHURCH
By:
Its:

Lead Pastor

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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY

LOT 12 IN MEADOWBROOK, BEING A SUBDIVISION OF PART OF THE SOUTH ½ OF SECTION 8,
TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE
PLAT THEREOF RECORDED MARCH 24, 1981 AS DOCUMENT 25815283, AND CORRECTED BY
CERTIFICATE OF CORRECTION RECORDED AS DOCUMENT 25939524, ALL IN COOK COUNTY,
ILLINOIS.
Tax I.D.: 08-08-402-027
Address:

5550 Meadowbrook Industrial Court
Rolling Meadows, IL 60008

Docusign Envelope ID: 034D2DD8-23AA-4444-91F9-BFA6E62EF93C

EXHIBIT B
LEASED SPACE

Approximate area of the building to be leased by American Association of Neurological Surgeons, Inc.

Interior of Premises Area:

Community Development Department
This letter is in opposition to rezoning on Meadowbrook Dr. for a religious institution.
This is not an opposition to the rezoning based on religion, but traffic concerns.
We live in Elizabeth Place. While we are happy to have local businesses in our area (ATS, Komori and
U.S. Waterproofing), the auto traffic has already increased a number of times per day. Add to that the
semi traffic down Meadowbrook and Lois Dr. to get to Golf Rd.. These semis constantly park on Lois Dr.
all day and overnight. This creates a safety issue for the school buses that pull in and out of Elizabeth
Place for the school children. Lois Dr. via Meadowbrook seems to be a shortcut from Algonquin to either
Golf or New Wilke for many cars.
Traffic flow on Meadowbrook and Algonquin has already been impacted by the opening of the Drive car
wash. In addition you have allowed an urgent care/medical facility to open on this same corner. While
not yet open this will also add to traffic concerns at the corner of Meadowbrook and Algonquin. You
may say that you will add a traffic light to this corner, but it will not stop the number of cars using this
area. I am also concerned that many cars will then use Elizabeth Place as a shortcut to avoid
Meadowbrook. We certainly don’t need a 248 seat auditorium adding to the existing congestion. Will
the overflow parking for this facility impact the rest of the area? I don’t see the acreage available for
large scale parking.
In addition to the traffic concern is the environmental concern. This facility will be built right on Salt
Creek and would impact not only our direct area but Busse Woods downstream.
I am sure there are other exisiting vacant buildings in our area better suited for this type of auditorium
and parking. Please check into rezoning one of those.
Sincerely,
Colleen and John Spagnola
5631 Lavender Ct.

Planning and Zoning Commission
Workshop/Discussion
Townhome Redevelopment Proposal
Address: 2401 Rohlwing Road
Tuesday, February 3, 2026

1. Executive Summary

The property owner of 2401 Rohlwing Road, Mederbek Zhaparov (“Applicant”), wishes to

discuss a preliminary site plan concept for the redevelopment of the property to include 16
three-story townhomes, new landscaping. The large site has been on the market several

times within the past two years, and staff have received multiple redevelopment inquiries.

2. Context and Location
Project Overview

The site is within the R-2 (single family) Zoning District,
and is approximately 64,000 square feet (1.45 acres).

The property is surrounded by single family residences
(R-2) at the north, east, and west, and multifamily (R4) properties to the south across Emerson.

The preliminary proposal transitions the current lowdensity single-family residential site into a 16-unit

townhome complex. This development will be situated

on the corner of Rohlwing Road and Emerson Avenue

and would include primary access through the use of
two driveways off of Emerson.

Proposed Site Changes
The preliminary plan indicates a transformation of the existing lot:
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Replaces the existing single-family structure and non-conforming coach-

house/garage structure with three multi-unit residential buildings with integrated

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double garages.

Infrastructure: A new internal road system would be established, providing two points
of ingress/egress off Emerson Avenue.

Open Space & Amenities: A dedicated detention area is located at the northeast
corner of the property to manage stormwater runoff (subject to MWRD and Civil
Engineering).
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The plan also includes a mini-playground area for residents as well as a picnic

and patio space near the detention facility.

Curving walkways or landscaped paths surround the residential blocks.

Parking: In addition to the internal unit garages, there are 8 designated guest parking
spaces located centrally within the complex.

Trees & Landscaping: The preliminary site plan shows considerable tree removal;

revisions to the site plan will be regulated by the City’s Landscaping and Tree

Preservation Ordinances, and will undergo review by Public Works and Community
Development before formal applications are submitted.

Zoning & Regulatory Requirements
To move forward with the development, several zoning petitions would be required:
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Map Amendment (Rezoning): A change from R-2 (Single Family) to R-4 (Townhouse)

is required to permit the proposed density.

Planned Development (PUD) Application: This will allow for the specific site

configurations and administration, and may permit deviations from the underlying

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zoning , however may also require public improvements

Condominium Plat: A formal plat will be required to define the individual ownership of
units or common areas within the development.

3. Commission Direction

The Commission should discuss the proposal’s zoning and development appropriateness
and provide feedback to the applicant.

Planning and Zoning Commission
Discussion Item: Comprehensive Plan Updates
February 3, 2026
1. Executive Summary

The City of Rolling Meadows (“the City”) is beginning to prepare several updates to the City’s
Compressive Plan in order to better align the document with future economic development
and planning strategies for the Algonquin Road and Golf Road corridors. At this time, staff
would like to discuss these possible Comprehensive Plan changes with the Planning and
Zoning Commission to gauge their interest and receive feedback before finalizing an
amendment at a future Commission meeting.

Algonquin Road Corridor

The City is currently pursuing the approval of two Tax Increment Financing (TIF) Districts along
Algonquin Road to encourage redevelopment of certain properties along the corridor. To this
end, the City has been working with S.B. Friedman Development Adviser, LLC, to study two
areas along the corridor; the “Keystone and Algonquin” TIF area and the “Orchard and
Algonquin” TIF area.
Keystone and Algonquin TIF Area

Orchard and Algonquin TIF Area

These areas have seen disinvestment over the years and have been determined to be
eligible for the use of Tax Increment Financing. The next steps are for the City Council to hold
public hearings and vote to implement these TIF Districts, which is expected to be adopted in
April of this year. Approval of the TIFs would provide financial incentives for new development
and redevelopment within these districts.
To complete the TIF approval process, the City would propose to amend the Comprehensive
Plan’s Future Land Use designations in some of these areas to align with current economic
development strategies along the corridor. These changes must be in effect prior to approval
or go into effect at the same time the TIF is approved.

Golf Road Corridor

The Golf Road Corridor remains one of four key sub-areas identified in the City's

Comprehensive Plan as being subject to development pressures. These pressures stem from
the area's business orientation, aging developments, and evolving economic conditions.
Since the Plan's adoption in 2019, the corridor, particularly west of Interstate 90, has

experienced significant transformation through corporate investment and property

consolidation. East of Interstate 90, the corridor has received some renewed development
interest, particularly within aging office structures, but also within some larger format

commercial structures such as Meijer and the Pacifica redevelopment. 1600 Corporate

Center has been subject to redevelopment interest, which may include the provision of mixed
use commercial and residential development that could connect commercial uses from the
New Wilke/Golf junction to the Marketplace of Rolling Meadows planned development.

In the western portion of Golf Road, Arthur J. Gallagher has established a significant presence
through acquisitions and consolidation into a unified campus, while School Health

Corporation and BlueSky Restoration hold large office/warehousing facilities in the area.

Finally, the Atrium Office Center (3800 Golf) has been the focus of intense interest for a future
data center.

These development pressures and very different then when the Comprehensive Plan was
approved in 2019, and so the City believes that a Comprehensive Plan update along Golf
Road is warranted to better align the plan with future development and planning goals.

Respectfully Submitted,
Jordan Ellena
Deputy Director of Community Development, AICP
City of Rolling Meadows