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HomeMy WebLinkAboutORDINANCE - 2810 - 1/23/2001 - VACANT LAND PURCHASE AGREEMENTORDINANCE NO. 2810 AN ORDINANCE AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A VACANT LAND PURCHASE AGREEMENT BETWEEN THE VILLAGE AND CENTERPOINT REALTY SERVICES CORPORATION AND TO EXECUTE AN AGREEMENT FOR ASSIGNMENT AND AMENDMENT OF VACANT LAND PURCHASE AGREEMENT BETWEEN CENTERPOINT REALTY SERVICES CORPORATION AND GULLO INTERNATIONAL DEVELOPMENT CORPORATION (DIERKING TERRACE PROPERTY) WHEREAS, the Village of Elk Grove Village is the owner of an approximate five (5) acre tract of land located north of Landmeier Road along Dierking Terrace; and WHEREAS, it has been determined by the Village that it no longer necessary to develop said property for any municipal purpose; and WHEREAS, the Village, in the exercise of its home rule authority, has determined it to be in the best interest of the Village to cause said property to be sold. NOW, THEREFORE BE IT ORDAINED, by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked VACANT AGREEMENT F( OF VACANT LF copies of which are attached fully set forth and the Villa attest said documents upon th ...ayor. Section 2: That the Village Attorney be authorized to execute, on behalf of the Village, the Village's acceptance to if the actual assignment of said property to the assignee provided that all conditions of the Agreement for Assignment and Amendment of Vacant Land Purchase Agreement are complied with by the parties. Section 3: That this ordinance shall be in full force and effect from and after its passage and approval according to law. VOTE: 6 NAYS: 0 ABSENT: 0 PASSED this 23rd day of January ,2001. APPROVED this 23rd day of January 2001. ATTEST: Ann I. Walsh Village Clerk APPROVED: Craig B. Johnson Mayor VACANT LAND PURCHASE AGREEMENT THIS VACANT LAND PURCHASE AGREEMENT is dated as of this _ day of December, 2000 (this "Agreement") by and between CENTERPOINT REALTY SERVICES CORPORATION, an Illinois corporation, its assignee(s) or designee(s) ("Purchaser"), and VILLAGE OF ELK GROVE VILLAGE ("Seller"). WITNESSETH: WHEREAS, subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller an approximately five (5.0) acre tract of vacant land located near the intersection of Busse and Landmeier off Dierking Terrace in Elk Grove Village, Illinois, legally described on Exhibit A attached hereto and made a part hereof, and all easements and appurtenances inuring thereto ("Property"). NOW, THEREFORE, for and in consideration of the Purchase Price and the mutual promises, representations, warranties, agreements, covenants and conditions set forth below and other good and valuable consideration, the parties hereto hereby agree as follows: 1. PURCHASE PRICE. Purchaser agrees to pay an amount equal to ONE MILLION TWO HUNDRED SIXTY-FIVE THOUSAND AND NO/100 ($1,265,000.00) DOLLARS ("Purchase Price") for the Property. The Purchase Price shall be paid as follows: (a) Earnest Money. Within five (5) business "days after the Effective Date (as hereinafter defined), Purchaser shall deposit in an earnest money escrow ("Earnest Money Escrow") with Title Insurer (as hereinafter defined), as escrowee ("Escrowee"), at Escrowee's office in Chicago, Illinois, the sum of TWO HUNDRED SIXTY-FIVE THOUSAND AND NO/100 ($265,000.00) DOLLARS ("Earnest Money") pursuant to an escrow agreement in the form of Exhibit B attached hereto and made a part hereof. For the purposes of this subparagraph (a), "Effective Date" shall mean the date this Agreement is accepted by Seller and an executed original thereof is delivered to Purchaser. The Earnest Money shall be held in the Earnest Money Escrow until the Escrow (as hereinafter defined) has been established pursuant to the terms hereof and then transferred to the Escrow and applied against the Purchase Price on the Closing Date (as hereinafter defined). Escrowee shall be authorized to invest the Earnest Money on the sole direction of Purchaser in treasury bills, commercial paper or federally insured money market funds and all interest earned thereon shall accrue to the benefit of Purchaser. Purchaser shall have the right to withdraw interest on the Earnest Money at any time and from time to time and Purchaser shall pay all expenses relating to said investment of the Earnest Money. (b) Cash Balance. On or before the Closing Date, Purchaser shall deposit with Escrowee the balance of the Purchase Price, plus or minus prorations, in cash, certified or cashier's check or by federal wire transfer funds. MRICRMOND/434259.3 2. CONVEYANCE. In consideration of the Purchase Price, on or before the Closing Date, Seller shall convey to Purchaser, or any assignee or designee of Purchaser, fee simple title to the Property, by good, sufficient and recordable deed ("Deed") subject only to the Permitted Exceptions (as hereinafter defined) 3. CONTINGENCY. (a) Inspection of Property. Purchaser shall have sixty (60) days after the Effective Date ("Investigation Period") (i) to make physical inspections of the Property (including, without limitation, conducting engineering and environmental studies), (ii) to investigate the condition of title, (iii) to study all documentation and other evidence relating to the development, zoning, financing, marketing, operation and maintenance of the Property, and (iv) to satisfy itself that the Property is suitable for the intended development by Purchaser and, in connection therewith, to satisfy itself, among other things, that there are sufficient utilities to service the intended development. Seller hereby grants Purchaser and its agents, employees and representatives the right and permission after the Effective Date to enter upon the Property at any time and from time to time for the purpose of inspecting the Property, taking measurements, soil borings, and for such other purposes as are necessary, in the sole discretion of Purchaser, to fully evaluate the Property. All such entries shall be at the risk of Purchaser and Seller shall have no liability for any injuries sustained by Purchaser or any of Purchaser's agents or contractors. Purchaser agrees to repair and restore promptly any damage to the Property caused by Purchaser or its agents or contractors. In addition, from and after the Effective Date, Purchaser and its representatives, agents and employees shall have the right to apply for zoning approvals, licenses or permits and other governmental approvals required for the intended use of the Property, and to arrange for inspections of the Property by such governmental authorities. (b) Termination Option. If, in the sole and absolute discretion of Purchaser, Purchaser elects to terminate this Agreement for any reason whatsoever or for no reason, Purchaser shall give written notice thereof to Seller within the Investigation Period, in which event this Agreement shall be null and void and of no further force or effect, and the Earnest Money plus interest accrued thereon shall be immediately returned to Purchaser. If no such notice is given by Purchaser within the Investigation Period, this Agreement shall remain in full force and effect. (c) Indemnification. Purchaser agrees to indemnify and hold Seller harmless from any and all loss, claim, action, demand and liability which may arise against Seller or the Property by virtue of any of Purchaser's actions pursuant to this Paragraph 3. 4. ROADWAY IMPROVEMENTS. Seller shall install anew roadway on the existing Dierking Terrace ("Improvements") in accordance with the specifications set forth on Exhibit C attached hereto and made a part hereof. The Improvements will be completed in a good and workmanlike manner in accordance with all applicable legal requirements. All Improvements shall be completed by Seller on or before the earlier of (i) October 31, 2002 or (ii) one hundred eighty-two MMICHMOND/434259.3 (182) days after receipt of written notice from Purchaser requesting the installation of the Improvements ("Outside Improvement Date"). 5. TITLE POLICY. (a) Title Conditions. No longer than thirty (30) days following the Effective Date, Seller shall, at Seller's sole cost and expense, provide Purchaser with a title insurance commitment ("Title Commitment") prepared by Chicago Title Insurance Company ("Title Insurer") covering the Property and showing fee simple title in Seller. Purchaser shall have a period of fifteen (15) days from the delivery of the last of the Title Commitment, all underlying recorded title documents and the Survey (as hereinafter defined) in which to object to any of the title conditions shown in the Title Commitment, in Purchaser's sole discretion (those exceptions to which Purchaser does not object are hereinafter collectively referred to as "Permitted Exceptions" and shall be attached to this Agreement as Exhibit D and all other exceptions are hereinafter collectively referred to as "Unpermitted Exceptions". In the event of any Unpermitted Exceptions, Seller shall have an additional fifteen (15) days after Purchaser's notification of any Unpermitted Exceptions in which to cause any such Unpermitted Exceptions to be waived by Title Insurer. Failure of Seller to cause such Unpermitted Exceptions to be waived by Title Insurer shall entitle Purchaser, at Purchaser's election, either (i) to terminate this Agreement by written notice to Seller, in which event this Agreement shall be null and void and of no further force or effect and the Earnest Money plus interest accrued thereon shall be immediately returned to Purchaser, or (ii) to accept title subject to such Unpermitted Exceptions that Title Insurer has not removed, with a further right with respect to each Unpermitted Exception then remaining (A) to deduct from the Purchase Price amounts secured by any unpermitted lien or encumbrance of a definite or ascertainable amount, or (B) in Purchaser's discretion, to cause Seller to cause Title Insurer to issue its endorsement insuring against loss or damage caused by any such Unpermitted Exception. In the event Purchaser elects to terminate this Agreement in accordance with election (i) above, this Agreement shall terminate and Purchaser shall receive a refund of the Earnest Money. (b) Title Policy. Through the Escrow, Seller shall, at its sole cost and expense, cause Title Insurer to issue its most recent form of owner's title insurance policy ("Title Policy") in the amount of the Purchase Price with (i) extended coverage over the general exceptions normally contained in its owner's title insurance policy, (ii) a 3.0 zoning endorsement, and (iii) such other endorsements as Purchaser may reasonably require, guaranteeing Purchaser's or Purchaser's assignee's or designee's title to the Property and to all easements for the benefit of the Property, subject only to the Permitted Exceptions and to those Unpermitted Exceptions subject to which Purchaser agreed to take title. 6. SURVEY. (a) Survey Requirement. No more than thirty (30) days following the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Purchaser a survey ("Survey") MRICHMOND/434259.3 3 or and certified to prepared subsequent to the date hereof by a licensed Illinois land survey Requirements for have been Prepared ted by the American all adT,it e A requirements re aced in accordance with the Minimum Standard Detail ALTAIASCM Land Title Surveys as ap including American Congress on Surveying and Mapping (1992)' benefit Ofway of example and not by as applicable, contained therein the SCj urvey shall include, byrway o chaser and Title Insurer. l the foregoing, of the Property, (•} Notwithstanding and correct address, if any, m easements (visible or limitation, (i) the legal descriptionlocated on theProperty,(i•) information improvements (including fences), if any, together orburdeningthePropertY, g lines, (v) curb cuts, (vi) recorded), whether benefitting such easements, (iv) building and concerning the documents creating facilities, (vii) roads and means e physicalgrosssquare as and other utility ublic roads, (viii) the sewage, water, electricity, g of the Property, to and ISquare Footage (as hereinafter defined) of the boundary record ingress and egressrx the Net Squar-jorn the Property Y P footage of the Property, 1 rovementslocatedwithinfive(5) shall mean u ses of this Agreement, "Net Square FootaYe" constituting (x) flood zone designation For the purposes rpo P onion of the Property lines of the P uaz footage of the Property less that p the gross sq ageof t storm water detention or retention areas. dedicated roads or highway,discloses any encroachments or matter shown on the Survey as an (b) Surve Condirions. In the event the any 1 S days from the date if, after reviewing the Survey, Title Insurer raises any of the Title Unpe fitted Exception ("Survey Defects"), Sellerr sf all hthe dot fifteen of delivery or. fifteen (15) day on the Survey as of delivery of the Survey ( matters shown whichever is later) to correct any Survey Defects. In the event Commitment in the event Title Insurer raises any elect either: Unpe�itted Exceptions, Defects, Purchaser may Seller is unable to correct Survey expense, to use its best (i) to require Seller, at Se1leDefectsaoost a exp efforts to have Title Insurer insure over survey 30 days' a s, to extend the time, shall have in which Seller (or ue p to thirty ( ) y which (u) Purchaser) to correct Survey Defects, failing at Purchaser's option, pursuant to clause (iii) immediately below; or Purchaser shall be entitled to proceed p to terminate this Agreement by written notice to Seller, and in (iii) ediatels returned to such event the same shall benull accrued thereon shall�b hers force or effect and, the Earnest Money Plus interest purchaser. reement in accordance hen, n addition to the Defects were created or suffered by Seller, In the event Purchaser elects to terminate this g equity, Purchaser shall be above, and such Survey and its other remedies at law or in eq Y, return of the Earnest Money entitled to recover from Seller the actual costs of Purchaser is investigation thereof to e evidenced by an invoice presented to Seller. 4 MRICHMCTrof434259.3 7. ESCROW AND CLOSING. (a) Closing. The transaction contemplated by this Agreement shall be closed through an escrow ("Escrow") at the downtown Chicago office of Title Insurer in accordance with the general provisions of the usual form of"New York Style" Deed and Money Escrow Agreement ("Escrow Agreement") then provided and used by the Escrowee with such special provisions inserted in the Escrow Agreement as may be required to conform with this Agreement. In the event of any conflict between the Escrow Agreement and this Agreement, the terms of this Agreement shall prevail unless the Escrow Agreement specifically recites it is intended to amend or modify this Agreement. Seller agrees to execute any instrument, including gap undertakings, in form customarily required by Escrowee in order to facilitate the "New York Style" Closing. (b) Closing Costs. The cost of the Escrow and the New York Style Closing shall be divided equally between Purchaser and Seller. Seller shall pay for the cost of all state and county documentary stamp and transfer taxes. Any transfer tax required by local ordinance shall be paid by the party made responsible thereunder or, if no responsibility is assigned, by Seller. 8. CLOSING DOCUMENTS. (a) Seller's Closing Documents to be delivered on or Before the Closing Date. Seller shall deliver to Escrowee, pursuant to the Escrow Agreement, or to Purchaser, as applicable, and Seller hereby covenants and agrees to deliver to Escrowee or to Purchaser, as applicable, on or before the Closing Date, the following instruments and documents, all of which shall be subject to Purchaser's prior review and approval as to form, scope and substance, the delivery of each of which shall be a condition to Closing: (i) the Deed; (ii) Plat Act Affidavit, if necessary; (iii) Affidavit of Non -Foreign Status described under the Internal Revenue Code 1445, or otherwise establish to the satisfaction of Title Insurer an exemption from withholding under the Foreign Investment in Real Property Tax Act of 1980; (iv) Assignment of contracts, leases, permits and developer's rights, if any, executed by Seller in favor of Purchaser; (v) ALTA Statements, in duplicate; MMICHMOND/434259.3 5 (vi) A written reaffirmation that all of the representations and warranties set forth in Paragraphs 12 and 13 hereof continue to be true and correct as of the Closing Date; (vii) Personal "GAP" undertaking executed by Seller or an entity, other than Seller, acceptable to Title Insurer; (viii) Such proof of Seller's authority and authorization to enter into this transaction as may be required by Purchaser or Title Insurer; and (ix) A paid receipt executed by Broker (as hereinafter defined) acknowledging full satisfaction of all fees or commissions in connection with this Agreement. (b) Deliveries byPurchaser onorbefore the Closing Dat e. Purchaser shall deliver to Escrowee pursuant to the Escrow Agreement or to Seller, as applicable, and Purchaser hereby covenants and agrees to deliver to Escrowee or Seller, as applicable, on or before the Closing Date, the following monies, instruments and documents, the delivery of each of which shall be a condition precedent to the delivery of the Deed in accordance with the terms of the Escrow Agreement: (i) the balance of the Purchase Price; (ii) such proof of Purchaser's authority and authorization to enter into this transaction as may be reasonably required by Seller or Title Insurer; and (iii) ALTA Statement, in duplicate. (c) Joint Deliveries on or Before the Closing Date. The Escrow Agreement shall provide that the parties shall deliver to Escrowee and the parties hereby covenant and agree to deliver to Escrowee on or before the Closing Date the following instruments and documents, all of which shall be subject to Purchaser's prior review and approval as to form, scope and substance, the mutual delivery of each of which shall be a condition precedent to Closing: (i) Closing Statement, in triplicate; and (ii) State, county and municipal transfer tax declarations. 9. CLOSING DATE. The closing date shall be the date designated by Purchaser, but in no event later than one hundred thirty-five (13 5) days after the completion of the Improvements ("Closing Date" or "Closing") at a time mutually agreeable between the parties. MRICHMOND/434259.3 10. POSSESSION. Possession of the Property shall be delivered to Purchaser on the Closing Date, free and clear of all possessory interests. 11. BROKERAGE COMMISSION. (a) Brokerage Commission. Purchaser and Seller, each to the other, hereby represent and warrant there has been no involvement of any real estate broker in this transaction other than Colliers Bennett & Kahnweiler ("Broker") . Purchaser hereby agrees to pay Broker a brokerage commission required pursuant to the written agreement, if any, between Purchaser and Broker in the event the transaction contemplated hereunder successfully closes. (b) Broker Indemnification. Other than claims, suits or demands for brokerage commission by Broker, which shall be Seller's sole obligation, Seller and Purchaser hereby agree to indemnify each other, their successors and assigns, and hold each other harmless in the event any claim, suit or demand for a brokerage commission is brought against either Seller or Purchaser or their respective successors or assigns, by anyone other than Broker, based upon the actions of either Seller or Purchaser relating to the Property (including the purchase and sale contemplated hereunder). This indemnity shall include all costs, fees and reasonable expenses incurred by Seller or Purchaser, their respective successors and assigns, as a result of participation in, or defense of, any claim, suit or demand. 12. REPRESENTATIONS AND WARRANTIES OF SELLER. (a) Seller represents and warrants to Purchaser as follows, which representations and warranties shall be deemed to have been remade on the Closing Date (the truth and accuracy of which shall constitute a condition to the disbursement of the Purchase Price in accordance with the terms of the Escrow Agreement): (i) Seller's Performance. Seller has not done or performed, and until the conveyance of the Property in accordance with the terms of this Agreement, it will not do or perform any act which would in any way interfere with or adversely affect seller's ability to consummate this trans action in accordance with the terms hereof. (ii) Violation of Laws. Seller and the agents and employees of Seller have no knowledge and have received no notices from any city, village, county or other governmental authority of violations with reference to the Property or any part thereof, including, without limitation, violations of zoning, building, conservation, environmental, fire or health codes that have not been heretofore corrected. (iii) Agreements affectingthe a Property. Other than recorded documents and the documents set forth on Exhibit E, there are no agreements written or oral entered into by Seller, with the Village, county, other governmental agencies or any other party, which would affect or impair the development of the Property. MRICHMOND/434259.3 (iv) Legal Matters. There is no pending or, to the best of Seller's knowledge, threatened condemnation or similar proceeding affecting the Property or any portion thereof. There is no pending public improvement in, about or outside the Property which will affect access to the Property. There is no legal action, of any kind or character whatsoever affecting the Property or, to the best of Seller's knowledge, presently contemplated which will in any manner affect either Purchaser or the Property. (v) No Conflicts. Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property. The Property and the present use, occupancy and operation thereof are not in violation of any applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property, including, without limitation, environmental laws, ordinances, regulations, statutes, rules and restrictions. The execution and delivery of this Agreement and the consummation of the transaction herein contemplated will not conflict with any applicable law, ordinance, regulation, statute, rule, restriction or any judgment, order or decree of any court having jurisdiction over Seller or the Property. (vi) Power. This Agreement and all agreements, instruments and documents herein provided to be executed by Seller are duly authorized, executed and delivered by and binding upon Seller in accordance with their terms. Seller has the legal power, right and authority to enter into this Agreement and consummate the transactions contemplated hereby. (vii) Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken or obtained by Seller in connection with the entering into this Agreement and the consummation of the transactions contemplated hereby, or shall have been taken prior to the Closing Date. (viii) Licenses, Permits and Approvals. Seller has received all licenses, permits, authorizations and approvals required by all governmental authorities having jurisdiction over the Property. (ix) Default. Seller is not in default in respect of any of its obligations or liabilities pertaining to the Property, nor is there any state of facts or circumstances which, after notice or lapse of time, or both, would constitute such a default. (x) Special Taxes or Assessments. There is not presently assessed, levied or pending any special real estate taxes or assessments of any nature with respect to the Property or any part thereof. MRICHMOND/434259.3 8 (xi) Litigation. There is no litigation or proceedings of any type (including condemnation or similar proceedings) that have been instituted against Seller or the Property or any part hereof. (xii) Mechanic's Liens. There are no claims for mechanics' liens or any unpaid amounts for labor or materials which could give rise to mechanics' liens against the Property. (xiii) Documents of Record. Seller has no notice or knowledge of any default with respect to any obligations of Seller under any easements, deeds, or other documents of record. (xiv) Tax Information. All tax bills and tax information delivered to Purchaser in connection with this transaction are true and correct copies. Seller has paid all taxes which may be due and owing on the Property. (xv) Documents and Information. All information as set forth by Seller in the exhibits attached hereto and all documents and information submitted hereunder for Purchaser's review and approval by Seller or an agent of Seller are complete, accurate and correct and, to the best of Seller's knowledge, no fact or information has been omitted therefrom. (xvi) Leases. There are no leases, tenancies or occupancy agreements pertaining to the Property. (xvii) Utilities. All utility service lines will be available at or near the perimeter of the Property and are located in a public right-of-way or easement, so that Purchaser, at its expense, can extend and connect to said lines, which lines have sufficient capacity for the proposed I-1 light industrial warehouse type use. (xviii) Flood Plain. The Property or any portion thereof is not located within a flood plain or "floodway" as defined in 615 ILCS 5/18f. (xix) Wetlands. The Property or any portion thereof does not constitute a wetland pursuant to the applicable provisions of the Clean Water Act, 33 U.S.C. § 1251 et seq., or the regulations thereto. (xx) Recapture Agreements. There are no obligations in connection with the Property or any so called "recapture agreement" involving refund for sewer extension, oversizing utility lines, lighting or like expense or charge for work or services done upon or relating to the Property which will bind Purchaser or the Property from and after the Closing Date. MRICHMOND/434259.3 (xxi) Roadwork. There is no agreement or undertaking or bond with any governmental agency respecting construction of any acceleration or deceleration lane, access or street lightings. (xxii) Donations. There are no donations or payments to or for schools, parks, fire departments or any other public entity or facilities which are required to be made by an owner of the Property. (xxiii) Prorations. The information to be furnished by Seller on which the computation of prorations is based shall be true, correct and complete in all respects. (xxiv) Storage Tanks. No storage tanks are present on the Property including, without limitation, any underground storage tanks which require notification under Section 9002 of the Solid Waste Disposal Act, as now or hereinafter amended, and, to the best of Seller's knowledge, no such tanks were previously removed. (xxv) Bonding and Section 312 Re 3portine. Neither the Property nor any part thereof (i) has been subject to bonding or other financial assurances released by the appropriate governmental agency after compliance with applicable state environmental laws, or (ii) is subject to reporting under Section 312 of the Federal Emergency Planning and Community Right -To -Know Act of 1986, and federal regulations promulgated thereunder. (b) Purchaser represents and warrants to Seller as follows, which representations and warranties shall be deemed to have been remade on the Closing Date (the truth and accuracy of which shall be a condition to Closing): (i) Power. This Agreement and all agreements, instruments and documents herein provided to be executed by Purchaser are duly authorized, executed and delivered by and binding upon Purchaser in accordance with their terms. Purchaser has the legal power, right and authority to enter into this Agreement and consummate the transactions contemplated hereby. (ii) Requisite Action. All requisite corporate action taken or obtained by Purchaser in connection with the entering into of this Agreement and the consummation ofthe transactions contemplated hereby, or shall have been taken prior to the Closing Date. 13. ENVIRONMENTAL MATTERS. (a) Environmental Definitions. The term "Hazardous Materials" shall mean any substance, material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of Illinois, or the United States Government, including, but MRICHMOND/434259.3 10 not limited to, any material or substance which is (i) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of Illinois law, (ii) petroleum, (iii) -asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. § 1251 et seq., (33 U.S.C. § 1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. 9601). The term "Environmental Laws" shall mean all statutes specifically described in the foregoing sentence and all federal, state and local environmental, health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or imposing liability or standards concerning or in connection with Hazardous Materials. (b) Environmental Representations and Warranties. Seller represents and warrants that: (i) neither the Property nor any part thereof is in breach of any Environmental Laws, and (ii) the Property is free of any Hazardous Materials that would trigger response or remedial action under any Environmental Laws or any existing common law theory based on nuisance or strict liability. If any such representation is in any manner inaccurate or any such warranty is in any matter breached (collectively, a "Breach"), and if such Breach gives rise to or results in liability (including, but not limited to, a response action, remedial action or removal action) under any Environmental Laws or any existing common law theory based on nuisance or strict liability, or causes a significant effect on public health, Seller shall promptly take any and all remedial and removal action as required by law to clean up the Property, mitigate exposure to liability arising from, and keep the Property free of any lien imposed pursuant to, any Environmental Laws as a result of such Breach. (c) Environmental Indemnitv. Additionally, but not in lieu of Seller's affirmative undertakings set forth in (b) above, Seller agrees to indemnify, defend and hold harmless Purchaser and its assignee(s) or designee(s) from and against any and all debts, liens, claims, causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorneys' fees and expenses, consultants' fees and expenses, court costs and all other out-of-pocket expenses, suffered or incurred by Purchaser and its assignee(s) or designee(s) as a result of (i) any Breach, or (ii) any matter, condition or state of fact involving Environmental Laws or Hazardous Materials which existed on or arose prior to the Closing Date and which failed to comply with (y) the Environmental Laws in effect as of the Closing Date or (z) any existing common law theory based on nuisance or strict liability in existence as of the Closing Date, regardless of whether or not Seller had knowledge of same as of the Closing Date. (d) No Notices. Seller has received no notice that the Property or any part thereof is, and, to the best of Seller's knowledge, no part of the Property is located within an area that has been designated by the Federal Emergency Management Agency, the Army Corps of MRICHMOND/434259.3 11 Engineers or any other governmental body as being subject to special hazards. Within thirty (30) days after the Effective Date, Seller shall deliverto Purchaser a written history of all uses of the Property for such period of time and in such detail as Purchaser may request. 14. PRORATIONS. (a) Real Estate Taxes. Seller agrees to pay general real estate taxes due and payable on or before the Closing Date, and the parties shall prorate general real estate taxes not yet due and payable as of the Closing Date on the basis of one hundred fifteen (115%) percent of the most recently ascertainable tax information and shall reprorate such taxes upon receipt of the actual bills therefor. (b) Title Costs. Seller shall pay the title charges, including the costs of extended coverage and the endorsements as required herein, except customary Purchaser's title expenses, necessary to obtain the Title Policy. (c) Other Customary Prorations. Other items which are customarily prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of the Closing Date. 15. DEFAULT AND REMEDIES. (a) Purchaser's Default. If Purchaser fails to perform in accordance with the terms of this Agreement, as Seller's sole and exclusive remedy for such default, Seller shall be entitled to terminate this Agreement by written notice to Purchaser and retain Purchaser's Earnest Money and any interest earned thereon; it being agreed between Purchaser and Seller that the amount of the Earnest Money shall be liquidated damages for a default of Purchaser hereunder, because of the difficulty, inconvenience and uncertainty of ascertaining actual damages for such default in view of the uncertainties of the real estate market, fluctuating property values, and differences of opinion with respect to damages for breach of a real estate transaction. (b) Seller's Default. If Seller (i) fails to perform in accordance with the terms of this Agreement or (ii) breaches any ofthe covenants, conditions, agreements, representations or warranties of this Agreement, or (iii) any information contained herein or in the exhibits or in any documents or information submitted hereunder for Purchaser's review is false, inaccurate or misleading in any respect, then, in any such event, the Earnest Money, together with all interest earned thereon, shall be immediately returned to Purchaser and Purchaser shall retain and be entitled to exercise all rights and remedies available at law or in equity. 16. CASUALTY OR CONDEMNATION. In the event of any casualty, or condemnation of the Property by any governmental authority, or in the event any notice of such condemnation is received by Seller, Seller shall so advise Purchaser within three (3) days of such event and Purchaser may elect, by written notice to Seller, to terminate this Agreement in which event MRICHMOND/434259.3 12 the Earnest Money together with all interest earned thereon shall be immediately returned to Purchaser and this Agreement shall be of no further force and effect. If Purchaser does not so elect, then this transaction shall close as scheduled, and onthe Closing Date, Purchaser shall receive a credit equal to (i) all insurance proceeds (or an assignment of all rights to receive such proceeds) plus the deductible, or (ii) all condemnation proceeds (or an assignment of all rights to receive such proceeds), as applicable. 17. ASSIGNMENT AND DESIGNATION OF DESIGNEE. The parties hereto agree Purchaser shall have the right, prior to the Closing Date and without the consent of Seller, to assign this Agreement or to designate a designee(s). Seller shall not assign this Agreement without the prior written consent of Purchaser. 18. SECTION 1445 OF THE INTERNAL REVENUE CODE. Concurrent with the execution of this Agreement, Seller shall complete and execute the Certifications of Non -Foreign Status attached hereto as Exhibit F or Exhibit G, as applicable. In the event Seller does not do so or if Purchaser receives notice such certifications are false, then Purchaser may elect either (a) to consummate the transactions contemplated herein, in which event Purchaser shall, pursuant to said Section 1445, withhold ten (10%) percent of the Purchase Price at Closing; provided, however, in the event Seller shall, prior to the Closing Date, procure from the Internal Revenue Service a withholding certificate specifying no withholding is required, or a reduced withholding is required, Purchaser shall withhold at Closing only the amount specified in said withholding certificate; or (b) to terminate this Agreement, in which event this Agreement shall be null and void and the parties shall have no further liability to each other and the Earnest Money, together with all interest earned thereon, shall be immediately returned to Purchaser. 19. SECTION 5/902(d) OF THE ILLINOIS INCOME TAX ACT (35 ILCS 5/101) AND SECTION 120/5] OF THE RETAILER'S OCCUPATION TAX ACT (35 ILCS 120/1). (a) Concurrently with the execution ofthis Agreement, Seller shall complete item numbers 1 and 2 on Schedule 1 of Exhibit H attached hereto (Exhibit H and Schedule 1 are collectively referred to as the "Request for Determination"), and item number 1 and the blank pertaining to Seller's name on Exhibit H attached hereto. Concurrently with the execution of this Agreement, Purchaser shall complete item numbers 3 and 4 on said Schedule 1 of Exhibit H, and shall complete item numbers 2 and 3 and the blank pertaining to Purchaser's name on Exhibit H and shall execute the same. Within fifteen (15) days after this Agreement is fully executed, and provided Schedule 1 and Exhibit H have been fully completed as indicated above, Purchaser shall deliver or cause to be delivered by certified or registered mail, with return receipt requested, or by personal delivery to the Illinois Department of Revenue ("Department") the Request for Determination, together with a copy of this Agreement, for the purpose of obtaining from the Department a determination as to Seller's assessed but unpaid tax liability, if any, under the Illinois Income Tax Act and the Retailer's Occupation Tax Act. If, within thirty (30) days after the date on which the Request for determination was sent to the Department, a determination of tax liability is made by the MRICHMOND/434259.3 13 Department, Purchaser shall withhold from the Purchase Price at Closing an amount sufficient to cover such tax liability. (b) The parties further acknowledge and agree that, within ten (10) days after the Closing Date, Purchaser shall file or cause to be filed with the Department the form attached hereto as Exhibit I. (c) The parties hereby agree to deliver or cause to be delivered any other documentation and information as may be required to comply with Section 1445 of the Internal Revenue Code, Section 5/902(d) of the Illinois Income Tax Act and Section 120/5j of the Retailer's Occupation Tax Act. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile telecommunication, by overnight air express service or by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties hereto at their respective addresses set forth below. Such notice or other communication shall be deemed given (a) upon receipt or upon refusal to accept delivery if delivered by personal delivery or by facsimile telecommunication, (b) one (1) business day after tendering to an overnight air express service, and (c) five (5) business days after mailing if by registered or certified mail. To Seller: Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Attention: Mr. Gary Parrin, Village Manager With a copy to: Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Attention: George Knickerbocker, Esq. To Purchaser: CenterPoint Realty Services Corporation 1808 Swift Drive Oak Brook, Illinois 60523 Attention: Mr. James Clewlow With a copy to: Katz Randall Weinberg & Richmond 333 W. Wacker Drive, Suite 1800 Chicago, Illinois 60606 Attention: Mark S. Richmond, Esq. Notice of change of address shall be given by written notice in the manner detailed in this Section. MRICHMOND/434259.3 14 21. MISCELLANEOUS. (a) Partial Invalidity. If any term or provision of this Agreement orlhe application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. (b) Waivers. No waiver of any breach or any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. (c) Survival. The covenants, agreements, representations and warranties made herein shall survive the Closing and the delivery ofthis Agreement shall, subject to Paragraph 17 hereof, extend to the respective successors, heirs and assigns of Seller and Purchaser. Subsequent to Closing, Seller agrees to defend, indemnify and hold Purchaser free and harmless from and against any losses, damages, costs or expenses (including attorneys' fees) resulting from (i) any inaccuracy in or breach of any representation or warranty of Seller; and (ii) any breach or default by Seller under any of Seller's covenants or agreements under this Agreement, provided that, if Purchaser has prior actual knowledge of a breach at or prior to Closing, upon consummation of the purchase and sale, Purchaser shall be deemed to have waived such breach. To the extent Seller elects to make distribution to its stockholders, partners or members, as the case may be, after Closing, such that Seller has insufficient funds to satisfy the indemnity obligations of Seller contained herein, such indemnity obligations shall be deemed to be distributed with any such distributions to such stockholders, partners or members, as the case may be, and their respective successors and such stockholders, partners or members, as the case may be, receiving such distributions shall be deemed successors to Seller and to have assumed such indemnity obligations. (d) Professional Fees. In the event of the bringing of any action or suit by a parry hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other party rising out of this Agreement, the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including, without limitation, actual attorneys' fees, accounting and engineering fees, and any other professional fees resulting therefrom. (e) Entire Agreement. All Exhibits attached to this Agreement are hereby incorporated herein by reference. This Agreement (including all Exhibits attached hereto) contains the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, if any, with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder 15 be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. Other than as expressly set forth in this Agreement, the parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto. (f) Time of Essence. Seller and Purchaser hereby acknowledge and agree time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof. (g) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois. (h) Counterparts. This Agreement may be executed in any number ofcounterparts and each of such counterparts shall, for all purposes, be deemed an original and all such counterparts shall together constitute one and the same agreement. (i) motions. The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions. 0) Terms. The use of any pronoun in this Agreement shall include the singular, plural, masculine, feminine and neuter, the use of the singular or plural form shall include the plural or singular form and the use of any gender shall include all genders, as the context may require. (k) Business Days. If the final day of any period or any date of performance under this Agreement falls on a Saturday, Sunday or legal holiday, then the final day of the period or the date of performance shall be extended to the next day which is not a Saturday, Sunday or legal holiday. (1) Construction. The parties acknowledge that each party and its counsel have received and approved this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or Exhibits hereto. (m) Recordine. At Purchaser's option, Purchaser and Seller shall execute and cause to be recorded, at Purchaser's expense, in the office of the recorder in the county in which the Property is located, a memorandum of this Agreement. 22. ACCEPTANCE OF CONTRACT. This Agreement must be accepted by Seller and a duplicate copy thereof delivered to Purchaser on or before December _, 2000, otherwise, at Purchaser's election, upon written notice to Seller, this Agreement shall terminate. MRICHMOND/434259.3 16 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. EXHIBITS A - Legal Description B - Earnest Money Escrow Agreement C- Specifications D - Permitted Exceptions E - Agreements With Third Parties F - FIRPTA Affidavit (Individual) G - FIRPTA Affidavit (Corporation) H - Request for Determination I - Notice of Sale SELLER: THE VILLAGE OF ELK GROVE VILLAGE By: Name: Title: ATTEST: By: Name: Title: PURCHASER: CENTERPOINT REALTY SERVICES CORPORATION By: "ICHA MULLEN PRESIDENT By: //� 17 EXHIBIT F (Individual) CERTIFICATION OF NON -FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee (Purchaser) of a U.S. real property interest must withhold tax if the transferor (Seller) is a foreign person. To inform the transferee (Purchaser) that withholding of tax is not required upon my disposition of a U.S. real property interest, I, hereby certify the following: 1. I am not a nonresident alien for purposes of U.S. income taxation; 2. My U.S. taxpayer identifying number (Social Security number) is ; and 3. My home address is I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made here could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. DATED: , 200_ MRICHMOND/434259.3 F-1 EXHIBIT G (Corporation or other entity) CERTIFICATION OF NON -FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by , the undersigned hereby certifies the following on behalf of: 1. is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); PA is ; and 3. 's U.S. employer identification number 's office address is understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of DATED: , 200 . Its: G-1 EXHIBIT H REQUEST FOR DETERMINATION Re: Request for Determination as to Seller's Assessed but Unpaid Tax Liability Under the Illinois Income Tax Act and the Retailer's Occupation Tax Act Dear Please be advised that our law firm has been retained to represent the Purchaser (as defined in Schedule 1 attached hereto) in connection with the purchase of the interests of Seller (as defined in said Schedule 1 attached hereto) in that certain real estate pursuant to that certain Agreement of Purchase and Sale of Partnership Interests, a copy of which is attached hereto as Exhibit "A". Pursuant to the requirements under Section 9-902(d) of the Illinois Income Tax Act and Section 4440) of the Retailer's Occupation Tax Act, as amended, we hereby request, on behalf of the Purchaser, that a determination be made as to the Seller's assessed, but unpaid, tax liability, if any, under the Illinois Income Act and the Retailer's Occupation Tax for the purpose of determining the amount, if any, which the Purchaser is required to withhold from the purchase price to cover such tax liability. Information regarding the transaction, including, without limitation, the identities and addresses of the parties can be found in the Vacant Land Purchase Agreement and in Schedule 1, both of which are attached hereto. In the event that additional information is needed in order to complete your determination, please do not hesitate to call the undersigned. Furthermore, if a determination is made, please forward the same to the undersigned. Very truly yours, M Enclosures MRICHMOND/434259.3 H-1 Schedulel Y Y7]`►E.`7:T�C11r;�7`►i�IT7` a (;r 1l (�]�I 1) Name and Address of each Seller: 2) Each Seller's U.S. Taxpayer Identification Number or U.S. Employer Identification Number, whichever is applicable: 3) Name and Address of Purchaser: 4) The Closing Date: MRICHMOND/434259.3 H-2 EXHIBIT I NOTICE OF SALE Purchaser's Report of the Sale of Seller's Real Property Pursuant to the requirements under Section 9-902(d) of the Illinois Income Tax Act and Section 444(j) of the Retailer's Occupation Tax Act, ("Purchaser") reports the following information regarding the sale of certain interests of and (collectively "Seller") in certain real property owned by 1. Name and Address of each Seller 2. Name and Address of Purchaser: 3. Date of Sale or Transfer: Additionally, a copy of the sales contract and any and all financing agreements are attached, indicating (i) a description of the property; (ii) the amount of the purchase price (or a statement of other consideration for the sale or transfer); and (iii) the terms for payment of the purchase price. Purchaser has not made, and does not by this report make, any determination as to whether the sale involves a major part of Seller's real property or as to whether the sale is outside the usual course of Seller's business. Respectfully submitted: Purchaser MRICHMOND/434259.3 I-1 ID►411113001 EARNEST MONEY ESCROW AGREEMENT TO: Attention: RE: Escrow Trust No. DATE: 200_ XXIII. PARTIES A. Seller: B. Purchaser: C. Escrow Holder: D. Seller's Counsel: Attention: Attention: Attention: Attention: E. Purchaser's Counsel: Katz Randall Weinberg & Richmond 333 West Wacker Drive, Suite 1800 Attention: Mark S. Richmond, Esq. 1,RICHMOND/434259.3 B-1 XXIV. PRELIMINARY STATEMENTS A. Concurrently with the execution and delivery of this Earnest Money Escrow Agreement, Seller and Purchaser have executed and delivered a certain Vacant Land Purchase Agreement ("Agreement"). Under the terms of the Agreement, Seller has agreed to sell to Purchaser that certain parcel of vacant land located in , Illinois. B. Pursuant to Paragraph 1(a) of the Agreement, Purchaser is required to deposit with the Escrow Holder the sum of (S ) DOLLARS to be held by Escrow Holder pursuant to the terms and provisions of this Earnest Money Escrow Agreement. C. Pursuant to Paragraph 3(b) of the Agreement, Purchaser has the right to terminate the Agreement and to have the Earnest Money and interest earned thereon returned to Purchaser. XXV. DEPOSIT OF EARNEST MONEY; INVESTMENT DIRECTIONS A. Concurrently herewith, Purchaser has deposited the Earnest Money with the Escrow Holder in accordance with the Agreement. B. Escrow Holder is hereby authorized and directed to invest the Earnest Money or any portion thereof in accordance with the written direction of Purchaser (or Purchaser's Counsel). Unless otherwise provided pursuant to the provisions of Section IV hereof, such investment shall be for the benefit of Purchaser. The Federal Taxpayer Identification Number of the Purchaser is XXVI. INSTRUCTIONS A. In the event Escrow Holder receives from Purchaser a certification in the form attached hereto as Schedule 1, then Escrow Holder is authorized and directed to return to Purchaser, within one (1) business day thereafter, the Earnest Money, together with all interest earned thereon. B. Except as set forth in XXVI A above, the Escrow Holder is instructed to hold and invest the Earnest Money, together with all interest earned thereon, until the Escrow Holder is in receipt of (i) a joint written direction from Seller (or Seller's Counsel) and Purchaser (or Purchaser's Counsel) or (ii) an order, judgment or decree addressed to Escrow Holder which shall have been entered or issued by any court and which shall determine the disposition of the Earnest Money and all interest earned thereon. C. Any party delivering a notice required or permitted hereunder shall simultaneously deliver copies of such notice to all parties listed in Section I of this Earnest Money Escrow Agreement. All notices required herein shall be either personally delivered, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier and shall, in all instances, be deemed to have been received upon delivery thereof. MRICHMOND/4342593 13-2 D. Except as otherwise expressly set forth in this Earnest Money Escrow Agreement, Escrow Holder shall disregard any and all notices or warnings given by any of the parties hereto. E. In case Escrow Holder obeys or complies with any order, judgment or decree of any court with respect to the Earnest Money, Escrow Holder shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this Earnest Money Escrow Agreement to which Escrow Holder is or may be at any time a parry, Seller and Purchaser shall each be liable for one-half of all such costs, fees and expenses incurred or sustained by Escrow Holder and shall forthwith pay the same to Escrow Holder upon demand; provided, however, that in the event Escrow Holder is made a party to any suit or proceeding between Seller and Purchaser, the prevailing party in such suit or proceeding shall have no liability for the payment of Escrow Holder's costs, fees and expenses. F. Escrow Holder is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of this Earnest Money Escrow Agreement. G. In no case shall the above mentioned deposits be surrendered except (i) in the manner specifically described in this Earnest Money Escrow Agreement; (ii) on an order signed by the Seller (or Seller's Counsel) and Purchaser (or Purchaser's Counsel); or (iii) in obedience to the process of order of a court as aforesaid. H. All fees of Escrow Holder shall be charged one-half to Seller and one-half to Purchaser. I. Except as to deposits of funds for which Escrow Holder has received express written direction from Purchaser (or Purchaser's Counsel) concerning investment or other handling, the parties hereto agree that the Escrow Holder shall be under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further, that Escrow Holder may commingle such deposits with other deposits or with its own funds in the manner provided for the administration of funds under Section -3 of the Illinois Banking and Finance Act (Ill. Rev. Stat. ch. 17, para. 1555) and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any, provided, however, nothing herein shall diminish Escrow Holder's obligation to apply the fully amount of the deposits in accordance with the terms of this Earnest Money Escrow Agreement. J. Any order, judgment or decree requiring the Escrow Holder to disburse the Earnest Money shall not be binding upon Purchaser or Seller as to the ultimate disposition of the Earnest Money unless and until a final, non -appealable order, judgment or decree is entered by a courthaving jurisdiction thereof. MRICHMOND/434259.3 B-3 K. This Earnest Money Escrow Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. FOR SELLER: LO Attorney for Seller FOR PURCHASER: Attorney for Purchaser Accepted this day of 200 Escrow Holder Name: Title: MRICHMOND/434259.3 B-4 Schedule 1 CERTIFICATION The undersigned hereby certifies to , as Escrow Holder under that certain Earnest Money Escrow Agreement dated 200_, Escrow Trust No. , that the undersigned has elected to terminate that certain Vacant Land Purchase Agreement dated 200_ by and between the undersigned, as Purchaser, and , as Seller, pursuant to Paragraph 3(b) of said Agreement. in Name: Title: MRICNMOND/434259.3 B-5