HomeMy WebLinkAboutRESOLUTION - 68-21 - 12/14/2021 - Real Estate Contract, 111 E. Higgins RoadRESOLUTION NO.68-21
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A REAL ESTATE SALES CONTRACT BETWEEN THE VILLAGE OF
ELK GROVE VILLAGE AND CHICAGO TITLE LAND TRUST COMPANY, AN
ILLINOIS CORPORATION, F/K/A CHICAGO TITLE AND TRUST COMPANY, AS
TRUSTEE UNDER TRUST AGREEMENT DATED JULY 1, 1974, KNOWN AS TRUST
NUMBER 64465 (111 E. HIGGINS ROAD)
BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove
Village, Counties of Cook and DuPage, State of Illinois as follows:
Section 1: That the Mayor be and is hereby authorized to sign the attached document
marked:
REAL ESTATE SALES CONTRACT
a copy of which is attached hereto and made a part hereof as if fully set forth and the Village
Clerk is authorized to attest said documents upon the signature of the Mayor.
Section 2: That this Resolution shall be in full force and effect from and after its passage
and approval according to law.
VOTE: AYES: 6 NAYS: 0 ABSENT: 0
PASSED this 14th day of December 2021.
APPROVED this 14th day of December 2021.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
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AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (the "Agreement") is entered into as of the _
day of December, 2021, by and between Chicago Title Land Trust Company, an Illinois corporation, f/k/a
Chicago Title and Trust Company, as trustee under Trust Agreement dated July 1, 1974, known as Trust
Number 64465 ("Seller") and the Village of Elk Grove Village, an Illinois Municipal Corporation
("Purchaser").
RECITALS
A. Seller owns certain land, improvements and tangible and intangible property known as
Elk Grove Woods Plaza located at l 11 East Higgins Road, Elk Grove Village, Illinois 60007, as further
described as the "Property" in Section 1 of this Agreement. Seller desires to sell and Purchaser desires to
purchase the Property, upon the terms and provisions of this Agreement.
B. All prior negotiations, discussions, offers, letters of intent, and agreements between the
parties with respect to the purchase and sale of the Property have been superseded by this Agreement. This
Agreement alone sets forth the terms and conditions upon which Seller wishes to sell and Purchaser wishes
to purchase the Property.
AGREEMENT
For good and valuable mutual consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Purchase and Sale.
1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to
sell and Purchaser agrees to purchase the land described on Exhibit A attached hereto ("Land"), together
with all appurtenances thereto, which includes approximately sixty-two thousand two hundred ninety one
(62,291) square feet of gross leasable area of retail improvements located on the Land ("Improvements"),
the Seller's interests as landlord in all leases of space affecting the Improvements, as described on Exhibit B
attached hereto ("Leases"), including any and all security or other refundable deposits held pursuant to the
Leases, the Seller's interest in all Designated Service Contracts (as hereafter defined), and all tangible and
intangible personal property owned by Seller and located in, on or about the Land. The Land,
Improvements, Leases, Designated Service Contracts, and Personal Property are collectively referred to as
the "Pro e ".
1.2 Purchase Price. The purchase price ("Purchase Price") for the Property is Ten Million
Seven Hundred Thousand and No/] 00 Dollars ($10,700,000.00), payable as follows:
(a) On the Effective Date (as hereafter defined), Purchaser shall deposit in escrow with
Chicago Title Insurance Company ("Escrow Agent"), as an earnest money deposit by wire transfer in the
amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the "Initial Deposit"). The deposit
shall be held in a non -interest -bearing account and shall be administered pursuant to Section 2.1(d) hereof.
The deposit shall be referred to hereinafter as the "Deposit".
(b) At the time of Closing, Purchaser shall deliver the remainder of the Purchase Price
of Ten Million Two Hundred Thousand and No/100 Dollars ($10,200,000.00), subject to customary closing
costs, adjustments, and prorations as hereinafter provided, which sum shall be paid by wire transfer of
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immediately available funds by Purchaser to Escrow Agent, to be disbursed by Escrow Agent pursuant to
the closing or settlement statement executed by Seller and Buyer at Closing.
2. Insoection of Prouerty.
2.1 Period of Investigation; Due Diligence. As is more particularly set forth hereinafter, Seller
is conveying the Property in its present "AS IS, WHERE IS" condition with all faults and makes no
warranties or representations regarding the physical condition of the Property or any other aspect of the
Property or this transaction. It shall be Purchaser's sole responsibility to make all investigations it deems
appropriate regarding the purchase of the Property and, to that end, Purchaser and Seller agree as follows:
(a) Purchaser acknowledges receipt from Seller of a copy of the written materials
described on Exhibit E attached hereto. Seller shall also make available, to the extent in Seller's possession
or control, specific information requested by Purchaser relating to the Property for review at the Property
or Seller's office upon at least three (3) days prior written notice from Purchaser to Seller (provided that
such information shall specifically exclude any appraisals or other valuation analyses; any drafts or versions
of reports other than the final version; estimates, proposals, assessments, or bids for any alterations, repairs,
additions, replacements, capital improvements, or other work at the Property; and any internal reports,
analyses, communications or other materials). The information delivered or made available by Seller for
Purchaser pursuant to this Agreement is herein collectively referred to as the "Seller Information."
(b) Purchaser shall have until December 15, 2021, in which to inspect the Property
("Inspection Period). The inspection to be conducted during the Inspection Period shall include, but shall
not necessarily be limited to, Purchaser's accomplishing the following: (i) a physical inspection of the
Property; (ii) a review of the Title Commitment (as defined herein); (iii) a review of the income and
expense information in the possession of Seller; and (iv) Seller Information listed on attached Exhibit E.
Purchaser shall not contact any tenants under the Leases during the Inspection Period. Following the
expiration of the Inspection Period, subject to Section 2.3(a), Purchaser may, should it so desire and upon
prior notice to Seller, contact tenants under the Leases. Seller, or Seller's representatives, shall have the
right to be present during Purchaser's or Purchaser's representatives' meetings or discussions with any
tenant under the Leases. Purchaser shall provide to Seller written weekly status updates on all its
investigations and due diligence tasks.
(c) Seller shall cooperate with Purchaser during the Inspection Period and shall make
the Property available for physical inspection. Seller shall not be required to execute any questionnaires or
other documents in connection with Purchaser's inspection of the Property. Seller shall not be obligated to
incur any expense with respect to Purchaser's inspection of the Property. If Seller is unable to locate any
document which Seller is obligated to make available pursuant to the provisions of this Agreement for
inspection or if Purchaser is in any way delayed in the inspection of the Property or the Title Commitment
due to the fault of the Seller, the sole remedy of Purchaser shall be either to (i) waive such inspection and
proceed to the Closing; or (ii) terminate this Agreement prior to the expiration of the Inspection Period and,
upon such termination, the parties shall be relieved of all liability hereunder except for the obligation of
Purchaser to indemnify Seller as provided in Section 2.2 hereof and the obligations of Purchaser under
Section 2.3(d) hereof. Purchaser shall have no further interest in the Property, and the Deposit shall be
returned to Purchaser. In no event shall the Inspection Period or the Closing be extended as a result of any
delay experienced by Purchaser in its inspection of the Property or review of any Seller Information.
(d) At any time on or before the expiration of the Inspection Period, Purchaser, in its
sole discretion, may terminate this Agreement by written notice to Seller of such election on or before the
expiration of the Inspection Period. Upon termination of this Agreement pursuant to the terms of this
Section 2.1(d), the parties shall be relieved of all liability hereunder except for the obligation of Purchaser
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to indemnify Seller as provided in Section 2.2 hereof and the obligations of Purchaser under Section 2.3(c)
hereof, Purchaser shall have no further interest in the Property, and the Deposit shall be returned to
Purchaser. If Purchaser does not provide written notice of termination pursuant to this Section 2.1(d), then
(i) this Agreement shall remain in full force and effect, (ii) the Deposit shall be non-refundable in all events
except the default of Seller as provided in Section 7.3 hereof, (iii) Purchaser shall be deemed to have
approved all of Seller Information, and (iv) the conditions contained in this Section shall be deemed
satisfied by Seller or waived by Purchaser. Notwithstanding anything to the contrary, if Purchaser does not
provide written notice of termination pursuant to this Section 2.1(d), then Seller shall be entitled to retain
the Deposit pursuant to Section 7.
(e) If this Agreement is not terminated pursuant to this Section 2.1, the Deposit shall
be a non-refundable payment and, except for the default of Seller as provided in Section 7.3 hereof, shall
be retained by Seller regardless of whether the transactions contemplated by this Agreement close; however,
if the transactions contemplated by this Agreement close, then Purchaser shall receive a credit against the
Purchase Price in the amount of the Deposit, and the Deposit shall be paid at the Closing to Seller. Any
interest on the Deposit shall become a part of the Deposit.
2.2 Purchaser's Access. Purchaser and Purchaser's representatives shall have the right to enter
upon the Property for the sole purpose of inspecting the Property and making surveys, engineering tests and
other investigations, inspections and tests (collectively, "Investigations"), provided (a) Purchaser shall give
Seller not less than two (2) days prior notice before each such entry, (b) each such notice shall include
sufficient information to permit Seller to review the scope of the proposed Investigations, and neither
Purchaser nor Purchaser's representatives shall conduct any asbestos, environmental or other Hazardous
Substances (as defined in Section 5.6 hereof) Investigations, soil borings or penetrations, or other invasive
inspections on the Property without Seller's prior written consent, which consent may be granted or
withheld in Seller's sole discretion. Purchaser shall not request approval for performance of a Phase II
environmental site assessment unless such an assessment is recommended under the terms of an
environmental Phase I site assessment performed on behalf of Purchaser. Any entry upon the Property and
all Investigations shall be during Seller's normal business hours and at the sole risk and expense of
Purchaser and Purchaser's representatives, and shall not interfere with the activities on or about the Property
of Seller, its tenants and their employees and invitees. Purchaser shall:
i. promptly repair any damage to the Property resulting from any such
Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the
Property used for such Investigations so that the Property shall be in the same condition that it existed in
prior to such Investigations;
ii. fully comply with all laws applicable to the Investigations and all other
activities undertaken in connection therewith;
iii. permit Seller to have a representative present during all Investigations
undertaken hereunder;
iv. take all actions and implement all protections necessary to ensure that all
actions taken in connection with the Investigations, and the equipment, materials, and substances generated,
used or brought onto the Property pose no threat to the safety or health of persons or the environment, and
cause no damage to the Property or other property of Seller or other persons;
V. furnish to Seller, at no cost or expense to Seller, copies of all surveys,
engineering, asbestos, environmental and other studies, tests and reports (whether in draft or final form),
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together with any and all supporting documentation thereto, relating to the Investigations which Purchaser
shall obtain with respect to the Property promptly after Purchaser's receipt of same;
vi. maintain or cause to be maintained, at Purchaser's expense, a policy of
comprehensive general public liability insurance, with a broad form contractual liability endorsement
covering Purchaser's indemnification obligations contained in this Agreement, and with a combined single
limit of not less than $1,000,000.00 general liability and $5,000,000.00 excess umbrella liability, insuring
Purchaser and Seller, as additional insured, against injuries or damages to persons or property that may
result from or are related to (A) Purchaser's and/or Purchaser's representatives' entry upon the Property,
(B) any Investigations or other activities conducted thereon, and (C) any and all other activities undertaken
by Purchaser or Purchaser's representatives, in such forms and with an insurance company acceptable to
Seller, and deliver a copy of such insurance policy to Seller prior to the first entry on the Property;
vii. not allow the Investigations or any and all other activities undertaken by
Purchaser or Purchaser's representatives to result in any liens, judgments or other encumbrances being filed
or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of
record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for
service, labor or materials furnished); and
viii. indemnify Seller and hold Seller harmless from and against any and all
claims, demands, causes or action, losses, damages, liabilities, costs and expenses (including without
limitation, attorneys' fees and disbursements), suffered or incurred by Seller and arising out of or in
connection with (A) Purchaser's and/or Purchaser's representatives' entry upon the Property, (B) any
Investigations or other activities conducted thereon by Purchaser or Purchaser's representatives, (C) any
liens or encumbrances filed or recorded against the Property as a consequence of the Investigations or any
and all other activities undertaken by Purchaser or Purchaser's representatives, or (D) any and all other
activities undertaken by Purchaser or Purchaser's representatives with respect to the Property.
2.3 Confidentiality.
(a) Purchaser agrees that, prior to the Closing, all information regarding the Property,
including but not limited to terms and conditions set forth in tenant leases, shall, subject to Purchaser's
obligation to disclose information pursuant to applicable laws, be kept strictly confidential and shall not,
without the prior written consent of Seller, be disclosed by Purchaser, in any manner whatsoever, in whole
or in part, and will not be used by Purchaser directly or indirectly, for any purpose other than evaluating
the Property. Moreover, Purchaser agrees that, prior to the Closing, information shall be transmitted only
to Purchaser's employees, accountants, attorneys and consultants (i) who need to know such information
for the purpose of evaluating the Property and who are informed by Purchaser of the confidential nature of
such information, and (ii) who agree in writing to be bound by the terms of this Section 2.3. The provisions
of this Section 2.3 shall in no event apply to any information which is a matter of public record and shall
not prevent Purchaser from complying with laws, including, without limitation, governmental regulatory,
disclosure, tax and reporting requirements. Purchaser shall be permitted to engage in written or oral
communications with any tenants under the Leases, vendors under the Service Contracts (as hereafter
defined) or any of Seller's lenders, employees, managers, or investors without Seller's prior written
approval, in its sole discretion.
(b) In the event this Agreement is terminated, Purchaser and Purchaser's
representatives shall promptly deliver to Seller all originals and copies of the Seller Information in the
possession of Purchaser and Purchaser's representatives, copies of all documents, studies, tests and reports
resulting from Investigations provided in Section 2.2 above, and the names of any prospective tenants that
Purchaser has identified for the Property.
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3. Title, Survey, Service Contract Review, and Estoppel.
3.1 Title Commitment and Survey.
(a) During the Inspection Period, Purchaser shall have the right to examine the title to
the Property, and may obtain from Chicago Title Insurance Company (the "Title Company") at Purchaser's
expense, a title insurance commitment (the "Title Commitment") covering the Property, showing all matters
affecting title thereto, and binding the Title Company to issue at Closing, an Owner's Policy of Title
Insurance. Purchaser shall also instruct the Title Company, or the Purchaser's attorney, to deliver during
the Inspection Period to Seller a copy of the Title Commitment. Purchaser shall instruct the Title Company,
or the Purchaser's attorney, to deliver during the Inspection Period to Seller copies of all instruments
referenced in Schedule B of the Title Commitment, if copies of such instruments are requested by the Seller.
(b) Seller shall provide, at Seller's sole cost and expense, a current ALTA Survey (the
"Survey") dated not more than ninety (90) days prior to the Effective Date of this Agreement using
commercially reasonable efforts to obtain the Survey not less than ten (10) business days prior to the
Closing.
3.2 Title and Survey Objections; Cure of Title Objections.
(a) Purchaser shall have the right, prior to the expiration of the Inspection Period, to
deliver written notice to Seller of its objection to any title matter disclosed by the title examination or the
Title Commitment; however, Seller shall have no obligation to cure any matter objected to by the Purchaser
(other than monetary liens caused by Seller).
(b) Purchaser shall have the right, within ten (10) days (but in no event less than five
(5) business days prior to the Closing Date) of its receipt of a Survey obtained pursuant to Section 3.1(b)
herein, to deliver written notice to Seller of its objection to any matters shown on the Survey; however,
Seller shall have no obligation to cure any matter objected to by the Purchaser.
(c) Any title matter, including but not limited to the exceptions listed on the Title
Commitment, or Survey matter to which Purchaser does not object by timely written notice given to Seller
pursuant to the terms herein shall become an additional "Permitted Exception" as defined herein.
Additionally, all matters described on Exhibit F, attached hereto, together with any exceptions to title
added after the Inspection Period with the consent or by the act of Purchaser or its agents, shall also be
considered "Permitted Exceptions".
(d) In the event the Seller agrees to cure a matter that is timely and properly objected
to by the Purchaser, and Seller fails or is unable to cure any such exception at or prior to Closing, Seller
shall be entitled to a reasonable extension of the Closing. However, Seller shall have no obligation to cure
any matters regarding title or possession of the Property. If Seller determines, within its discretion, that it
is unwilling or unable to remove, satisfy or otherwise cure any matter disclosed by the (A) title examination
or the Title Commitment that makes the title unmarketable and which has been properly objected to by the
Purchaser prior to the expiration of the Inspection Period; or (B) Survey and which has been properly
objected to by the Purchaser within ten (10) days (but in no event less than five (5) business days prior to
the Closing Date) of its receipt of a Survey obtained pursuant to Section 3.1(b) herein, Seller shall notify
Purchaser in writing, and Purchaser's sole remedies hereunder in such event shall be either: (i) to accept
title to the Property subject to such title matters and exceptions, and/or subject to the Survey matters, or (ii)
to terminate this Agreement by providing written notice to Seller pursuant to the notice provisions herein
within three (3) days after Purchaser's receipt of notice from Seller. Upon such termination, the Deposit
shall be returned to Purchaser and neither party hereto shall have any further rights, obligations or liabilities
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hereunder except to the extent that any right, obligation or liability set forth herein expressly survives
termination of this Agreement. If Purchaser does not terminate this Agreement within said three (3)-day
period, Purchaser shall be deemed to have elected clause (i) of this Section 3.2(d)(B). In the event Purchaser
elects, or is deemed to elect, clause (i) of this Section 3.2(d)(B), any title matters disclosed by the
Purchaser's title examination and any exceptions listed in the Title Commitment and all matters shown on
the Survey shall become additional "Permitted Exceptions" hereunder.
3.3 Designated Service Contracts.
(a) "Designated Service Contracts" are defined as, collectively (i) those service,
maintenance, equipment, supply or operating contracts, or other agreements, however termed, written or
oral, affecting the use, ownership, maintenance or operation of all or any part of the Property, including
commercial leases, laundry leases and equipment leases, and listed on Exhibit C attached hereto (the
"Service Contracts") which Purchaser identifies under subsection (b) as the Service Contracts Purchaser
elects to keep in effect and assume as of Closing; (ii) those Service Contracts regarding which Purchaser
failed to deliver a timely request for termination under subsection (b); and (iii) any Service Contracts
identified on Exhibit C as "must take," meaning Service Contracts which cannot be terminated without
cause or penalty upon thirty (30) days' (or less) written notice (collectively, the "Must Take Service
Contracts").
(b) On or before expiration of the Inspection Period, Purchaser shall have the right to
deliver written notice to Seller instructing which of the Service Contracts Purchaser desires for Seller to
terminate and which it wishes to assume at Closing. If Purchaser fails to timely deliver such notice,
Purchaser shall not be in default hereunder, but shall be deemed to have chosen to assume all Service
Contracts at Closing, and all such Service Contracts shall be deemed to be "Designated Service Contracts".
(c) At Closing, Seller will cause the Service Contracts which Purchaser has timely
requested Seller to terminate (other than the Must Take Service Contracts), to be terminated at Purchaser's
expense, such termination to be effective within the time period provided for in the applicable Service
Contract (or if no such time period is provided, as promptly as practicable after the Closing Date). Any
bonus or up -front payments of any kind associated with any Designated Service Contract assumed by
Purchaser shall be prorated at Closing. Purchaser indemnifies and holds Seller harmless from and against
all liability under the Designated Service Contracts from and after the Closing Date. Seller indemnifies and
holds Purchaser harmless from and against all liability under the Designated Service Contracts prior to the
Closing Date. The provisions of this Section 3.3 shall survive Closing.
3.4 Estoppel Certificates. Seller shall use commercially reasonable efforts to obtain and
deliver, prior to Closing, estoppel certificates ("Estoppel Certificates") from one hundred percent (100%)
of all existing tenants at the Property in the form attached to any such tenant leases, or otherwise stating:
(a) the date of commencement and the scheduled date of termination of the lease, (b) the amount of advance
rentals or rent deposits paid to Seller, (c) the amount of monthly (or other periodic) rent paid to Seller, (d)
that the lease is in full force and effect and that there have been no modifications or amendments thereto,
or, if there have been any modifications or amendments, and explanation of the same, (e) square footage (if
set forth in the lease), and (f) that there is no default under the terms of the lease by lessor or lessee, in the
form attached hereto as Exhibit H.
4. The Closing.
4.1 The Closing. The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place through the offices of the Title Company located at 1701 Golf Rd., Tower 1,
#101, Rolling Meadows, IL 60008, thirty (30) days after the expiration of the Inspection Period, or such
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earlier date as the parties may agree (the "Closing Date"), provided in no event shall the Closing occur later
than December 30, 2021. As a condition of the Closing, all funds to be delivered to Seller, its lender or
other designees by wire transfer must be received by such parties in immediately available funds on or
before 2:00 p.m. local time on the Closing Date. If such date is a Saturday, Sunday, legal holiday, or other
date on which national banking associations are not open for business, then the Closing shall be held on the
next, succeeding business day. There shall be no requirement that Seller and Purchaser physically attend
the Closing, and all funds and documents to be delivered at the Closing may be delivered in escrow to the
Title Company by mail, overnight courier, via electronic transmission of signatures of documents in .pdf,
unless the parties hereto mutually agree otherwise. Purchaser and Seller shall each be entitled to deliver to
the Title Company any additional or supplementary instructions as may be necessary or convenient to
implement the terms of this Agreement and facilitate the Closing, provided that such instructions are
consistent with this Agreement and shall not in any material way modify, amend or supersede this
Agreement.
4.2 Obligations of Seller at Closing. Subject to compliance by Purchaser with the provisions
of Section 4.3 hereof, Seller shall do the following at the Closing:
(a) Seller shall execute, acknowledge, and deliver to the Title Company (i) a trustee's
deed (pursuant to a proper letter of direction to execute deeds and closing documents delivered to the
trustee) conveying fee simple title to the Land and Improvements subject only to the Permitted Exceptions
(the "Deed"); (ii) a bill of sale without warranty conveying the Personal Property; (iii) an assignment
without warranty of the Leases, the Designated Service Contracts, keys and any warranties relating to the
Property, pursuant to which assignment Purchaser shall assume and agree to pay and perform the
obligations of Seller thereunder; and (iv) a notice of sale to the tenants under the Leases; all of which
documents shall be in the form attached hereto as Exhibit G (the "Closing Documents").
(b) Seller shall deliver an affidavit setting forth its federal tax identification number
and a certification that it is not a "foreign person" within the meaning of the Internal Revenue Code.
(c) Seller shall deliver such settlement statements, affidavits and agreements as the
Title Company may reasonably require or request in order to consummate the transactions contemplated
by this Agreement.
(d) Seller shall have delivered to Purchaser the Estoppel Certificates.
4.3 Obligations of Purchaser at Closing. Subject to compliance by Seller with the provisions
of Section 4.2 hereof, Purchaser shall do the following at the Closing:
(a) Purchaser shall deliver the Purchase Price, less the amount of the Deposit as
reflected on a closing statement delivered at the Closing to Seller, in cash or by wire transfer of immediately
available funds.
(b) Purchaser shall execute and acknowledge and deliver to the Title Company the
Closing Documents.
(c) Purchaser shall deliver a copy to the Title Company such evidence of authority and
good standing of Purchaser as the Title Company requests.
(d) Purchaser shall deliver such settlement statements, affidavits, agreements and
other documents as the Title Company may require or request in order to consummate the transactions
contemplated by this Agreement.
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4.4 Closing. Closing costs, prorations and adjustments shall be allocated as follows:
(a) At Closing, Seller shall pay and be responsible for the amount of all applicable
taxes on the transfer of the Deed or documentary transfer stamps or taxes due upon the transfer of the
Property and customarily paid by sellers for the State of Illinois and Cook County, the cost of the Survey,
any fees or taxes incurred for any mortgage discharge and for the recording of any instruments required to
cure or correct any objections to title, if Seller has elected to cure or correct same, and one-half (1/2) of any
escrow fee charged by Escrow Agent. It is understood by the parties that Elk Grove Village shall waive
any taxes on the transfer of the Deed and all transfer stamp costs for this transaction. Purchaser shall be
responsible for recording fees to record the Deed, all applicable taxes on the transfer of the Deed or
documentary transfer stamps or taxes due upon the transfer of the Property and customarily paid by
purchasers for the State of Illinois, Cook County and Elk Grove Village, title examination and title insurance
premiums associated with the Title Commitment, the premium for an owner's policy of title insurance (the
"Title Policy") and any additional premium for extended title insurance coverage, deletion of any standard
exceptions or any other endorsements thereto, one-half (1/2) of any escrow fee charged by Escrow Agent,
and the cost associated with Purchaser's Investigations. Purchaser and Seller each shall pay its own legal
fees related to the preparation of this Agreement and all documents required to settle the transaction
contemplated hereby. Costs not specifically set forth herein shall be allocated in accordance with the
custom in Elk Grove Village, Cook County, Illinois.
(b) All prorations and adjustments affecting the Property shall be paid or shall be
prorated as of 11:59 p.m. on the day of the Closing in accordance with the provisions set forth below. For
purposes of calculating prorations, Seller shall be deemed to be entitled to the income and responsible for
the expenses, for the entire day upon which the Closing occurs. EXCEPT AS OTHERWISE EXPRESSLY
HEREIN PROVIDED, ALL PRORATION ADJUSTMENTS SHALL BE FINAL AS OF THE CLOSING
DATE. To the extent any revenues or costs are not ascertainable as of the Closing Date, the final adjustment
shall be based upon a reasonable estimate of the parties. Such adjustments, if and to the extent known and
agreed upon as of the Closing, shall be paid by Purchaser to Seller (if the prorations result in a net credit to
Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser), by increasing or
reducing the cash portion of the Purchase Price to be paid by Purchaser at the Closing.
i. All rentals actually paid prior to the Closing Date shall be prorated as of
the Closing Date in accordance with actual number of days in such calendar month.
ii. Purchaser shall be credited and Seller shall be debited with an amount
equal to the amount of any tenant security deposits, prepaid rentals and other deposits in the possession of
Seller which are not otherwise credited to Purchaser hereunder.
iii. The final proration adjustment of any percentage rentals under any of the
Leases shall be estimated on the basis of one hundred five percent (105%) of the year's gross sales for the
calendar year 2019 (representing the most recent calendar year prior to any economic impact caused by the
COVID-19 pandemic). Percentage rentals shall be deemed to have been received in equal installments
during the rental period to which such rentals relate in accordance with the Lease. Such percentage rentals
shall be prorated based upon the number of days during such rental period that each party owns the Property.
iv. Rentals are delinquent when payment thereof is due on or prior to the
Closing but has not been made by the Closing. Delinquent rentals, less all collection costs incurred, shall
be prorated between Purchaser and Seller as of the Closing Date, but only when the delinquent rentals are
actually collected; provided, however, all rental payments collected after the Closing shall be first applied
to current rental obligations with the excess, if any, being applied to delinquent rentals (except to the extent
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such payments are specifically designated by such tenant for any delinquent rentals). Notwithstanding the
foregoing, Seller retains the right to collect all delinquent rentals and Purchaser shall cooperate in
connection with Seller's effort to collect any such delinquent rentals.
V. All non -delinquent ad valorem taxes and assessments on the Land and
Improvements and all non -delinquent taxes on the Personal Property for tax year 2020 have been timely
paid by Seller. Ad valorem taxes and Personal Property taxes are paid to Seller by tenants under the Leases
as CAM charges for the year in which such taxes are payable. Ad valorem taxes and assessments on Land
and Improvements and on the Personal Property for vacant (unleased) premises on the Property for any
period during the 2020 tax year (paid in 2021) in which tenant payments for CAM were not received by
Seller shall be prorated based upon one hundred percent (100%) of the most recent ascertainable tax bill
available. The tax proration adjustment for the vacant (unleased) premises on the Property shall be final as
of the Closing Date and shall not be subject to readjustment. If, after the Closing, as a result of a contest or
challenge made to the applicable taxing authority with respect to the taxes and assessments relating to the
Property, and the Purchaser receives a refund or other payment applicable to any tax period prior to Closing,
Purchaser shall pay to Seller any such amount relating to taxes or assessments paid on the vacant (unleased)
premises on the Property.
vi. All utility service charges for water, sewer, gas, steam, electricity,
telephone, heat and air conditioning service, and other utilities, elevator maintenance, common area
maintenance, taxes (other than real estate taxes and personal property taxes), other expenses incurred in
operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of
business or the management and operation of the Property shall be prorated on an accrual basis. Seller shall
pay all such expenses that accrue prior to or on the Closing Date and Purchaser shall pay all such expenses
accruing after the Closing Date. Seller and Purchaser shall obtain billings and meter readings as of the
Closing to affect such prorations.
vii. To the extent that the Leases contemplate the monthly or other periodic
collection of an estimate of the tenants' proportionate shares of taxes, insurance, common area and other
operating costs for the Property with a periodic adjustment to reflect the actual amount of such operating
costs, Purchaser and Seller agree to the following closing adjustment procedure: To the extent the
recoverable operating costs paid by Seller exceed the estimates paid by the tenants, Purchaser shall
reimburse such amounts to Seller and Seller shall assign to Purchaser all of Seller's right to collect the same
when due. To the extent that the estimated operating costs paid by the tenants exceed the actual recoverable
operating costs payable by the tenants, Seller shall give a credit to Purchaser towards the Purchase Price
for the amount of such excess. Seller and Purchaser shall cooperate to estimate the amount of such
adjustment for recoverable operating costs as of the Closing Date.
viii. Seller shall pay in full all leasing commissions with respect to Leases
entered into as of the Closing Date, without contribution or proration from Purchaser, and Purchaser shall
pay in full all leasing commissions with respect to Leases entered into after the Closing Date, without
contribution or proration from Seller. Seller shall have no liability for or any obligation to pay any leasing
commissions payable in connection with the exercise by any of the tenants of any rights of first refusal,
options to extend term, options to expand, or any other rights exercised after the Closing Date.
ix. All capital and other improvements (including labor and materials) which
are performed for or by Seller as of the Closing Date will be paid by Seller, without contribution or proration
from Purchaser. Purchaser shall be entitled to a proration credit at the time of the Closing in an amount
equal to any unpaid cost for such capital or other improvements performed as of the Closing Date and
Purchaser shall thereafter be responsible for the payment of all such costs and Seller shall thereafter be
relieved of the obligation to pay for such improvements.
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X. If subsequent to the Effective Date, the Property or any part thereof shall
become affected by any assessment, the payment of such assessment shall be the responsibility of the Seller,
without any adjustment of the Purchase Price. Purchaser hereby represents that no assessment by Elk Grove
Village affecting the Property is contemplated or planned as of the Effective Date through December 31,
2021. In the event any such assessment is due and payable prior to the Closing and has been paid by Seller,
Purchaser shall not reimburse Seller for such assessment at the Closing unless any portion of Seller's
payment was applicable to periods after the Closing Date, in which event Purchaser shall reimburse Seller
for such portion of any paid assessment.
xi. Seller shall pay all amounts due under all Designated Service Contracts
which accrue as of the Closing Date. Purchaser shall pay all amounts due under all Designated Service
Contracts which accrue subsequent to the Closing Date.
5. Disclaimers and Disclosure.
5.1 As Is Condition. Except as expressly provided in Section 6, Purchaser acknowledges that
it will be purchasing the Property based solely upon its inspection and investigation of the Property and that
Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition
of the Property as of the date of this Agreement, subject to reasonable wear and tear and loss by fire or other
casualty or condemnation from the date of this Agreement until the Closing Date. Except as expressly
provided in Section 6, Purchaser acknowledges that neither Seller nor its consultants or agents have made
any representations or warranties of any kind upon which Purchaser is relying as to any matters concerning
the Property, including, but not limited to, (i) the Land, the Improvements, the Leases, the Service
Contracts, the Personal Property and the Property, (ii) the existence or nonexistence of any Hazardous
Substances, (iii) economic projections or market studies concerning the Property, (iv) any development
rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, (v) water or water rights,
(vi) topography, drainage, soil, subsoil of the Property, (vii) the utilities serving the Property (viii) zoning,
environmental, building or other laws, rules or regulations affecting the Property, (ix) the development,
entitlements, benefits or other rights in connection with the development of the Land, (x) the obligations,
restrictions, limitations, feasibility or other requirements in connection with the development of the Land,
(xi) the current or future real estate tax liability, assessment or valuation of the Property, (xii) the potential
qualification of the Property for any benefits conferred by any laws whether for subsidies, special real estate
tax treatment, insurance, mortgages or any other benefits, whether similar or dissimilar to those enumerated,
(xiii) the ability to obtain a change in the zoning or a variance in respect to the non-compliance of the
Property, if any, with zoning laws, (xiv) the nature and extent of any right-of-way, easement, lease,
possession, lien, encumbrance, license, reservation, condition, declaration, covenant or otherwise, (xv) the
availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from
any source, including, without limitation, any government authority or any lender, (xvi) the Permitted
Exceptions, (xvii) the current or future use of the Property, (xviii) the present and future condition and
operating state of any Personal Property and the present or future structural and physical condition of the
Improvements, their suitability for rehabilitation or renovation, or the need for expenditures for capital
improvements, repairs or replacements thereto, (xix) the viability or financial condition of any tenant,
(xx) the status of the leasing market in which the Property is located, and (xxi) the actual or projected
income or operating expenses of the Property. SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING,
BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PROPERTY. Seller makes no
representation that the Property complies with Title III of the Americans With Disability Act or any fire
codes or building codes. Purchaser releases Seller from any and all liability in connection with any claims
which Purchaser may have against Seller, and Purchaser shall not assert any claims for contribution, cost
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recovery or otherwise, against Seller relating directly or indirectly to the existence of Hazardous Substances
on, or environmental conditions of, the Property.
5.2 Information. Seller and Purchaser acknowledge that the Seller Information and all other
information has been provided to Purchaser at Purchaser's request solely as illustrative material. Except as
may be expressly provided in Section 6, Seller makes no representation or warranty that such material is
complete or accurate or that Purchaser will achieve similar financial or other results with respect to the
operations of the Property. Purchaser acknowledges that Seller has afforded Purchaser the opportunity for
full and complete investigations, examinations and inspections of all of the Property. Except as may be
expressly provided in Section 6, Purchaser acknowledges and agrees that (i) all information regarding the
Property delivered or made available to Purchaser by Seller, or any of their agents or representatives, may
have been prepared by third parties and may not be the work product of Seller, (ii) Seller has not made any
independent investigation or verification of, nor has any knowledge of the accuracy or completeness of
such information, (iii) Purchaser is relying solely on its own investigations, examinations and inspections
of the Property and is not relying in any way on information furnished by Seller (including but not limited
to the Seller Information), or any of its agents or representatives, and (iv) Seller expressly disclaims any
representations or warranties with respect to the accuracy or completeness of such information and
Purchaser releases Seller and its agents and representatives, from any liability with respect thereto.
5.3 Release. Purchaser or anyone claiming by, through or under Purchaser, fully and
irrevocably releases Seller, and its agents and representatives, from any and all claims that it may now have
or hereafter acquire against Seller, or its agents or representatives, for any cost, loss, liability, damage,
expense, action or cause of action, whether foreseen or unforeseen, arising from or related to any of the
disclaimers and disclosures provided in this Section 5, including, without limitation, construction defects,
errors or omissions on or in the Property, the presence of Hazardous Substances, or any other conditions
(whether patent, latent or otherwise) affecting the Property, except for claims against Seller based upon any
obligations and liabilities of Seller expressly provided in this Agreement. Purchaser further acknowledges
and agrees that this release shall be given full force and effect according to each of its expressed terms and
provisions, including, but not limited to, those relating to known and suspected claims, damages and causes
of action. As a material covenant and condition of this Agreement, Purchaser agrees that in the event of any
such construction defects, error or omissions, the presence of Hazardous Substances, or any other conditions
affecting the Property, Purchaser shall look solely to Seller's predecessors in interest or to such contractors
and consultants as may have contracted for work in connection with the Property for any redress or relief,
except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in
this Agreement.
5.4 Reserved.
5.5 Liability Limitation. Neither Seller or Purchaser, nor any of their respective beneficiaries,
shareholders, partners, managers, members, officers, agents, employees, heirs, successors or assigns shall
have any personal liability whatsoever in any way related to this Agreement and the transactions herein
contemplated, and Purchaser and Seller each respectively waives for itself and anyone who may claim by,
through or under them, any and all rights to sue or recover on account of such alleged personal liability.
5.6 Hazardous Substances. The term "Hazardous Substances" mean (i) hazardous wastes,
hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids
or gases, including, but not limited to substances defined as "hazardous wastes," "hazardous substances,"
"toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in,
or otherwise subject to regulation under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act ("TSCA"),
15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, ("HMTA") 49 U.S.C. § 1802; the
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Resource Conservation and Recovery Act, ("RCRA"), 42 U.S.C. § 6901 et seq.; the Clean Water Act
("MA"), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act ("SDWA"), 42 U.S.C. § 300(f) et seq.;
the Clean Air Act ("CAA"), 42 U.S.C. § 7401 et seq.; as may be amended from time to time; and in any
permits, licenses, approvals, plans, rules, regulations or ordinance adopted, or other criteria and guidelines
promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules
or ordinances now or hereafter in effect relating to environmental matters (collectively the "Environmental
Laws"); and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local
law, regulation or ordinance, including any Environmental Law now or hereafter in effect, including but
not limited to petroleum, refined petroleum products, waste oil, waste aviation or motor vehicle fuel, and
asbestos.
6. Representations and Warranties.
6.1 Seller. Seller represents and warrants to Purchaser as of the Effective Date as follows:
(a) Seller is a duly formed and validly existing limited liability company formed under
the laws of the State of Florida and is qualified under the laws of the State of Illinois to conduct business
therein.
(b) Seller has the full legal right, power and authority to execute and deliver this
Agreement and the Closing Documents to consummate the transaction contemplated hereby, and to perform
its obligations hereunder and under the Closing Documents.
(c) This Agreement and the Closing Documents do not and will not contravene any
provision of the partnership agreement of Seller, any judgment, order, decree, writ or injunction issued
against Seller, or any provisions of any laws applicable to Seller.
(d) Seller has no knowledge of any leases, licenses or other occupancy agreements
affecting any portion of the Property, except for the Leases.
(e) To Seller's knowledge, there are no pending actions, suits, proceedings or
investigations to which Seller is a party before any court or other governmental authority with respect to
the Property.
To the extent the copies of the Leases, the Seller's Information or any other such information furnished or
made available to or otherwise obtained by Purchaser prior to the Closing contain provisions or information
that are inconsistent with the foregoing representations and warranties, such representations and warranties
shall be deemed modified to the extent necessary to eliminate such inconsistency and to conform such
representations and warranties. As used in this Agreement, the words "Seller's knowledge" or words of
similar import shall be deemed to mean the actual (as distinguished from implied, imputed or constructive)
knowledge of Jill Nieman Picemo or Scott Bradley Nieman, without such person having any obligation to
make an independent inquiry or investigation or having any personal liability with respect thereto.
6.2 Chanizes.
(a) If at or prior to the Closing, Purchaser shall become aware (whether through its
own efforts, by notice from Seller or otherwise) that any of the representations or warranties made herein
by Seller are untrue, inaccurate or incorrect, then Purchaser, as its sole and exclusive remedy and in lieu of
any damages or other awards, may (i) waive such misrepresentation or breach of warranty and proceed with
the Closing without any reduction of or credit against the Purchase Price, or (ii) if such misrepresentation
or breach of warranty is material and was caused by Seller's willful misconduct, terminate this Agreement
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by notice given to Seller on the Closing Date, in which event, the Agreement shall be terminated, neither
party shall have any further rights, obligations or liabilities hereunder, except as provided in Sections 2.2
and 2.3(c), and Purchaser shall be entitled to a return of the Deposit, provided that Purchaser is not otherwise
in default hereunder. For the purposes of this Section 6.2 only, the term "material" shall mean a
misrepresentation or a breach of warranty that impairs the value of the Property by more than $100,000.00.
(b) Notwithstanding anything to the contrary, in the event the Closing occurs,
Purchaser expressly waives, relinquishes and releases any right or remedy available to it at law, in equity
or under this Agreement to make a claim against Seller for damages that Purchaser may incur, or to rescind
this Agreement and the transactions contemplated hereby, as the result of any of Seller's representations or
warranties being untrue, inaccurate or incorrect if Purchaser knew, should have known or is deemed to have
known that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing
and Purchaser nevertheless proceeds with the Closing. For example, Purchaser shall be "deemed to have
known" that a representation or warranty was untrue, inaccurate or incorrect at the time of the Closing to
the extent that the Seller Information furnished or made available to or otherwise obtained by Purchaser
contains information which is inconsistent with such representation or warranty. Notwithstanding anything
contained herein to the contrary, if the Closing shall have occurred and to the extent that Purchaser shall
not have waived, relinquished and released all rights or remedies available to it at law, in equity or otherwise
as provided hereunder, the aggregate liability of Seller arising pursuant to or in connection with the
representations, warranties, covenants and other obligations (whether express or implied) of Seller in this
Agreement and the Closing Documents shall not exceed $100,000.00.
6.3 Limited Survival. The representations and warranties of Seller and Purchaser herein shall
be true, accurate and correct in all material respects upon the execution of this Agreement and shall remain
operative and shall survive the Closing and the execution and delivery of the Closing Documents only for
a period of three (3) months after the Closing Date, and no action or claim based thereon or related thereto
shall be commenced after such period.
6.4 Purchaser. Purchaser represents and warrants to Seller as of the Effective Date as follows:
(a) Purchaser is a duly formed and validly existing limited liability company organized
under the laws of the State of Illinois and is qualified under the laws of the State of Illinois to conduct
business therein.
(b) Purchaser has the full legal right, power, authority and financial ability to execute
and deliver this Agreement and the Closing Documents to consummate the transactions contemplated
hereby, and to perform its obligations under this Agreement and under any other agreements entered into
by Purchaser in connection with the Closing ("Purchaser's Documents").
(c) This Agreement and Purchaser's Documents do not and will not contravene any
provision of the operating agreement of Purchaser, any judgment, order, decree, writ or injunction issued
against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the
transactions contemplated hereby will not result in a breach or constitute a default or event of default by
Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not
result in a violation of any laws applicable to Purchaser.
(d) There are no pending actions, suits, proceedings or investigations to which
Purchaser is a party before any court or other governmental authority which may have an adverse impact
on the transactions contemplated hereby.
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7. Default and Termination.
7.1 Default Remedies. In the event of a default by any party hereunder, the sole and exclusive
remedies for such default are as set forth below unless otherwise expressly provided in this Agreement.
7.2 Purchaser Default. If Purchaser shall default in performing its obligations hereunder, Seller
shall be entitled to terminate this Agreement and have the Deposit paid to Seller as liquidated damages as
Seller's sole and exclusive remedy, provided, however, that the foregoing shall not limit Purchaser's
obligations to indemnify Seller under this Agreement, nor shall it limit Seller's right to recover any
attorneys' fees and costs, or other remedies available to it herein which survive the termination of this
Agreement. Seller shall have no right to an action for specific performance or for money damages or to any
other remedy except the payment of such liquidated damage amount and such other damages as expressly
provided above. The parties acknowledge that Seller's damages because of Purchaser's default hereunder
are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller's
damages. If the Closing is consummated, Seller shall have all remedies available at law or in equity,
including the right to recover attorneys' fees and costs, in the event Purchaser fails to perform any obligation
of Purchaser under this Agreement after the Closing, including without limitation those arising from any
indemnification of Seller by Purchaser hereunder.
7.3 Seller Default. If Seller shall default in performing its obligations hereunder, then, as its
sole and exclusive remedies and in lieu of any claims for damages, Purchaser may elect either to
(a) terminate this Agreement, and have the Deposit returned to Purchaser, or (b) treat this Agreement as
being in full force and bring an action against Seller to compel specific performance of the terms of this
Agreement. Purchaser waives and agrees not to claim or assert any other damages or remedies against
Seller.
7.4 Termination. Upon termination of this Agreement under this Section 7 or any other
provision of this Agreement, no party thereafter shall have any further obligations to the other hereunder
except for the payment of any sums or damages upon termination as provided herein and except as provided
in Sections 2.2 and 2.3(c) hereof.
8. Casualty/Condemnation.
8.1 In the event of casualty at the Property after the Effective Date and prior to the Closing,
and the cost for repair of such casualty is estimated by Seller to exceed one percent (1%) of the Purchase
Price (the "Damage Threshold Amount"), then Seller shall provide Purchaser with commercially reasonable
notice of such event and may at its option elect to repair the Property to the same condition immediately
prior to such casualty before the Closing Date (and the Closing Date shall be extended if necessary to
provide for such repair). If Seller fails to make such election within ten (10) days of its knowledge of the
casualty, then Purchaser shall have the option, to be exercised five (5) days after the date of receipt of
Seller's notice of such damage (and the Closing Date shall be extended if necessary to provide for such five
(5) day period), to either: (i) terminate this Agreement, in which case the Escrow Agent shall return the
Deposit to the Purchaser and no party shall have any further liability or obligation to any other party under
this Agreement, except with respect to obligations that expressly survive the termination hereof, or (ii) elect
to proceed with the Closing, in which case the Seller shall assign all rights to receive insurance proceeds
for such casualty to Purchaser and pay or credit to Purchaser the amount of any deductible and any proceeds
received by Seller and unexpended for repairs. If Purchaser fails to make any such election within such five
(5) day period, then Purchaser shall be deemed to have elected to proceed under subsection (ii) above. In
the event of casualty at the Property, and the cost for repair of such casualty is estimated by Seller does not
exceed the Damage Threshold Amount, then Seller shall assign all rights to receive insurance proceeds for
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such casualty to Purchaser and pay or credit to Purchaser the amount of any deductible and any proceeds
received by Seller and unexpended for repairs.
8.2 If, after the Effective Date and prior to the Closing, all or a material part of the Property is
threatened or taken by eminent domain or condemnation, Seller shall promptly notify Purchaser in writing
and Purchaser or Seller may give written notice to the other party electing to terminate this Agreement prior
to the Closing in which event both parties shall be relieved and released of and from any further liability
hereunder, except as set forth herein, the Deposit shall forthwith be returned to Purchaser by Escrow Agent,
and thereupon this Agreement shall become null and void and be considered canceled. If no such election
is made within five (5) days of Seller notifying Purchaser of such taking, then this Agreement shall remain
in full force and effect and the sale and purchase contemplated herein, excluding any interest taken by
eminent domain or condemnation, shall be effected with no further adjustment, and, upon the Closing,
Seller shall assign, transfer, and set over to Purchaser all of the right, title and interest of Seller in and to
any awards that have been or that may thereafter be made for such taking.
9. Seller Covenants.
9.1 Operating Covenants. From the Effective Date until the Closing Date or earlier termination
of this Agreement, Seller: (a) shall operate, maintain and lease the Property in the manner that it is currently
being operated, maintained and leased by Seller (except with respect to a casualty or condemnation, which
is governed by Section 8); (b) shall not enter into or extend any lease without obtaining Purchaser's prior
written consent, which consent shall not be unreasonably withheld or delayed; and (c) shall not enter into
any contracts or commitments that will survive the Closing other than Service Contracts that are terminated
on thirty (30) days' or less notice.
10. Miscellaneous.
10.1 Time. Seller and Purchaser agree that time shall be of the essence with respect to the taking
of any action required hereunder, and a parry's failure to take such action within the applicable time period
shall be deemed to be an irrevocable waiver by that party of such right or remedy. For purposes of this
Agreement, a "business day" is any day other than a Saturday, Sunday, Federal holiday, date on which
national banking associations are not open for business, or any state holiday in the State of Illinois.
10.2 No Waiver. No failure or delay of either party in the exercise of any right or remedy given
to such party hereunder or the waiver by any party of any condition hereunder for its benefit (unless the
time specified herein for exercise of such right or remedy has expired) shall constitute a waiver of any other
or further right or remedy. No waiver by either party of any breach hereunder or failure or refusal by the
other party to comply with its obligations shall be deemed a waiver of any other or subsequent breach,
failure or refusal to so comply.
10.3 Severability. If any provision of this Agreement shall be unenforceable or invalid, the
same shall not affect the remaining provisions of this Agreement and to this end the provisions of this
Agreement are intended to be and shall be severable. Notwithstanding the foregoing sentence, if (i) any
provision of this Agreement is finally determined by a court of competent jurisdiction to be unenforceable
or invalid in whole or in part, (ii) the opportunity for all appeals of such determination have expired, and
(iii) such unenforceability or invalidity alters the substance of this Agreement (taken as a whole) so as to
deny either party, in a material way, the realization of the intended benefit of its bargain, such party may
terminate this Agreement within thirty (30) days after the final determination by notice to the other. If such
party so elects to terminate this Agreement, then this Agreement shall be terminated and neither party shall
have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided in
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Sections 2.2 and 2.3(c), and except that Purchaser shall be entitled to a return of the Deposit as long as
Purchaser is not otherwise in default hereunder.
10.4 Jury Trial. SELLER AND PURCHASER EXPRESSLY WAIVE ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING
UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR
RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT
TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE.
10.5 Entire Agreement; Survival; Construction. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties regarding the subject matter of this Agreement. No
supplement, modification or amendment of this Agreement shall be binding unless executed in writing by
the parties hereto. Each of the exhibits and schedules referred to herein and attached hereto is incorporated
herein by this reference. This Agreement and all provisions hereof shall survive the Closing contemplated
hereunder except that the representations and warranties of Seller and Purchaser shall survive for the limited
period provided in Section 6.3 hereof and Purchaser's acceptance of the Closing Documents and Seller's
acceptance of the Purchase Price shall be deemed a discharge of all other obligations of Seller or Purchaser,
as applicable, under this Agreement. Both parties participated in the preparation of this Agreement and
consequently any rule of construction construing any provision against the drafter shall not be applicable.
The subject headings of paragraphs and subparagraphs of this Agreement are included for purposes of
convenience only and shall not affect the construction or interpretation of any of its provisions.
10.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and the same instrument. This
Agreement may be executed and delivered by a party by facsimile or e-mail transmission, which
transmission copy shall be considered an original and shall be binding and enforceable against such party.
Purchaser and Seller acknowledge and agree that electronic signatures used for the execution of this
Agreement shall be valid, binding and enforceable against such party.
10.7 Assignment. This Agreement shall be binding on and shall inure to the benefit of the
parties to it and their respective successors and assigns. This Agreement may not be assigned by Purchaser
without the prior written consent of Seller.
10.8 Notices. All notices and other communications under this Agreement shall be in writing
and shall be given registered or certified mail (postage prepaid and return receipt requested) or by an
overnight courier service (which obtains a receipt evidencing delivery) and shall be addressed as follows
(or at such other address as either party may notify the other of in writing in accordance with this notice
provision). Additionally, in the case of an emergency, notice may be given electronically by the Party
serving the notice. The determination of the emergency shall be in the reasonable discretion of the sending
Party to the email addresses for the Parties listed below:
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To Purchaser: Attn: George B. Knickerbocker
Village Attorney
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, IL 60007
Telephone: (847) 357-4032
Email: gknickerbocker@elkgrove.org
And
Matthew J. Roan
Deputy Village Manager
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, IL 60007
Telephone: (847) 357-4004
Email: mroan@a elkgrove.org
And
Attn: William J. Payne
Attorney at Law
1100 W. Northwest Hwy., # 103
Mount Prospect, IL 60056
Telephone: (847) 483-5027
Email: williamipa ne7@aol.com
To Seller: Chicago Title Land Trust Company, an Illinois corporation,
f/k/a Chicago Title and Trust Company, as trustee under Trust
Agreement dated July 1, 1974, known as Trust Number 64465
Attn: Jill Nieman Picerno
10940 S Parker Road, Suite 472
Parker, CO 80134
Email: Jill.Picerno@elkgrovewoodsplaza.com
And
Attn: Scott Bradley Nieman
PO Box 128
Spencer, TN 38585
Email: scott.nieman@elkgrovewoodsplaza.com
with a copy to: Jim Slater
Nelson Mullins Riley & Scarborough LLP
390 North Orange Avenue, Suite 1400
Orlando, FL 32801
Telephone: (407) 839-4227
Facsimile: (407) 650-0941
Email: jim.slatergnelsonmullins.com
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
10.9 Governing Law. This Agreement shall be construed in accordance with the laws of the
State of Illinois.
10.10 Brokers' Fees. Except for a commission (the "Commission") payable by Seller to Marcus
& Millichap Real Estate Investment Services of Chicago ("Broker") in accordance with separate agreement
for brokerage services, neither party to this Agreement has employed the services of a broker, agent, finder,
or other person entitled to receive a commission, finder's fee, or other compensation in connection with
this transaction. Except for the Commission, the parties shall indemnify, defend and hold harmless one
another against any loss, liability, damage, cost, claim or expense (including reasonable attorney's fees)
incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act,
omission or statement of the indemnifying party.
10.11 Attorneys' Fees. Notwithstanding anything to the contrary, in the event of any arbitration,
legal action or other legal proceeding with respect to any dispute or otherwise concerning this Agreement
or the transactions contemplated by this Agreement, the prevailing party shall be entitled to recover its
reasonable attorneys' fees and costs incurred in connection therewith from the other party. Such recovery
shall be mandatory and shall not be in the discretion of the court.
10.12 Escrow Instructions. This Agreement will constitute escrow instructions to the Title
Company in its capacity as escrow agent for the purposes of administering the Deposit and as otherwise
provided in this Agreement. The parties agree to execute for the benefit of the Title Company such
additional escrow instructions as the Title Company may require; provided, however, that such instructions
will be construed as applying only to Title Company's employment as escrow agent and will not alter the
terms of this Agreement. As soon as practicable after the Effective Date of this Agreement, Seller shall
deposit a fully executed original or copy of this Agreement with the Title Company. No funds shall be paid
from escrow without delivery of notice thereof to each party and expiration of five (5) business days in
which to object. If objections are made, the funds shall remain in escrow until instructions are received by
mutual agreement of the parties or a final judgment of a court of valid jurisdiction.
10.13 Tax Exchange. Seller may elect to affect a tax deferred exchange transaction under
Section 1033 of the Internal Revenue Code. Purchaser shall cooperate with the exchanging party, provided
that the other party is not obligated to incur any cost or liability.
10.14 Prohibition Against Recording. This Agreement shall not be recorded without the prior
written consent of Seller. If it is recorded without such prior written consent, this Agreement shall be null
and void and shall constitute notice to all third parties that this Agreement has been terminated and
Purchaser has no right, title, claim, or interest in the Property.
10.15 Foreign Investment. Purchaser agrees to comply with any and all reporting requirements
applicable to the transaction contemplated hereunder which are set forth in any law, statute, ordinance, rule,
regulation, order or determination of any governmental authority including, but not limited to, The
International Investment Security Act of 1976, The Agricultural Foreign Investment Disclosure Act of
1978, The Foreign Investment in Real Property Tax Act of 1980 and the Tax Reform Act of 1984.
10.16 OFAC. Purchaser represents to Seller that as of the date hereof, Purchaser is not, and
promises that throughout the term of this Agreement Purchaser will not become, an OFAC Prohibited Person
nor is Purchaser acting as agent or nominee in connection with this transaction on behalf of an OFAC
Prohibited Person. Purchaser agrees to provide Seller at any time and from time to time during the term of
this Agreement and at any time thereafter, with such information as Seller determines appropriate to comply
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
with the Anti -Money Laundering Laws and similar laws and respond to requests for information concerning the
identity of Purchaser's association with OFAC Prohibited Persons. If Purchaser is suspected of being an OFAC
Prohibited Person (e.g., by inclusion of a name similar to Purchaser's on a list maintained under the Anti -
Money Laundering Laws), Seller may suspend performance under this Agreement, while Seller performs
additional investigation of Purchaser to ensure that Purchaser is not an OFAC Prohibited Person. If Seller
is unable to determine, in Seller's sole and subjective discretion, that Purchaser is not an OFAC Prohibited
Person, Seller shall be entitled to terminate this Agreement in compliance with the Anti -Money Laundering
Laws and other applicable laws, and have the Deposit paid to Seller as liquidated damages (in accordance
with Section 7.2 hereof), provided, however, that the foregoing shall not limit Purchaser's obligations to
indemnify Seller under this Agreement, nor shall it limit Seller's right to recover any attorneys' fees and
costs, or other remedies available to it herein which survive the termination of this Agreement. "Anti -
Money Laundering Laws" means the USA Patriot Act of 2001, the Bank Secrecy Act, Executive Order 13324
— Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism, and other federal laws and regulations and executive orders administered by the United Statements
Department of the Treasury, Office of Foreign Assets Control ("OFAC"), as respectively amended, prohibiting,
among other things, the engagement in transactions with, and providing services to, certain foreign countries,
territories, entities and individuals (such individuals include specially designated nationals, specially
designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs), and such
additional laws and programs administered by OFAC that prohibit dealing with individuals or entities in certain
countries regardless of whether such individuals or entities appear on any of the OFAC lists. "OFAC Prohibited
Person" means, a country, territory, individual, entity, or organization (a) listed on, included within, or
associated with, any of the countries, territories, individuals, entities, or organizations referred to on OFAC's
List of Specially Designated Nationals and Blocked Persons or any other prohibited person list maintained by
government authorities, or otherwise included within or associated with any of the countries, territories,
individuals, entity, or organization referred to in, or prohibited by, OFAC or any other Anti -Money Laundering
Laws, or (b) that is obligated, or has any interest to pay, donate, transfer, or otherwise assign any property,
money, goods, services, or other benefits from the Membership Benefits directly or indirectly, to any
countries, territories, individuals, organizations, or entities on or associated with anyone on such list or in the
Anti- Money Laundering Laws.
10.17 Covid Waiver. The parties are entering into this Agreement despite the global pandemic
of COVID-19, commonly referred to as the coronavirus. As such, Purchaser waives the right to extend the
Closing Date (or any other date hereunder) or cancel this Agreement as a result of any of the following:
force majeure, impossibility of performance, frustration of purpose, commercial impracticability, or the
like, in each case, arising from the global pandemic of COVID-19, commonly referred to as the coronavirus
10.18 Acceptance by Seller and Purchaser. This Agreement shall not be binding and enforceable
against Seller or Purchaser until such time as this Agreement is executed and dated by both Seller and
Purchaser. Upon such execution and dating, this Agreement shall be a binding and enforceable contract
between the parties and the "Effective Date" of this Agreement shall be the later of the date of execution
by Seller and Purchaser.
[Remainder of page intentionally left blank]
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the date first
above written.
SELLER:
Chicago Title Land Trust Company, an Illinois
corporation, f/k/a Chicago Title and Trust Company, as
trustee under Trust Agreement dated July 1, 1974, known
as Trust Number 64465
By: Eagle Falls, LLC, a Florida limited liability
company, as beneficiary
By: 5DocuSigned by:
psru
Jill 4.4kNwnwWnager
Dated: 12/9/2021 2021
DocuSigned by:
By: S'B...�a.,
S 12//99/202 Manager
Dated: � � , 2021
Villa of Elk Grove Vill i
An I inois Municiv )
By:
Name: B. son
Title. Mayor /
Dated: a/lAllf 2021
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
TITLE COMPANY ACKNOWLEDGEMENT
THE UNDERSIGNED TITLE COMPANY ACKNOWLEDGES ITS RECEIPT OF THE
DEPOSIT AND AN EXECUTED COPY OF THIS AGREEMENT AND AGREES TO ACT IN
ACCORDANCE WITH THE ESCROW INSTRUCTIONS PROVIDED IN SECTION 10.12 OF THIS
AGREEMENT.
ESCROW AGENT:
CHICAGO TITLE INSURANCE COMPANY
By:
Name:
Title:
Dated: December , 2021
Chicago Title Insurance Company
c/o Linda Pazanin, NSC Commercial Dept.
1701 Golf Road.
Tower 1, Suite 101
Rolling Meadows, IL. 60008
P:847-758-4745
Linda.pazanin@ctt.com
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
SCHEDULE OF EXHIBITS
Exhibit A ................Legal Description
Exhibit B.................List of Leases
Exhibit C.................List of Service Contracts
Exhibit D ................ List of Personal Property
Exhibit E.................List of Seller Information Delivered to Purchaser
Exhibit F.................Permitted Exceptions
Exhibit G ................Special Warranty Deed, Bill of Sale, General Assignment and Assumption, and
Notice of Sale
Exhibit H............ Form of Estoppel Certificate
22
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
EXHIBIT A
Legal Description
LOT 2 IN SCHNELL'S DIVISION, BEING A SUBDIVISION IN SECTION 21, TOWNSHIP 41 NORTH, RANGE 11,
EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 1 IN ELK GROVE VILLAGE SECTION 1
NORTH, BEING A SUBDIVISION IN THE SOUTHEAST 1/4 OF SECTION 21 AFORESAID BOTH TAKEN AS A
TRACT (EXCEPT FROM SAID TRACT THAT PART THEREOF LYING WESTERLY OF A LINE DRAWN PARALLEL
WITH AND 199.02 FEET EASTERLY, AS MEASRURED AT RIGHT ANGLES OF THE WESTERLY LINE AND SAID
WESTERLY LINE EXTENDED SOUTHERLY OF SAID LOT 2 IN SCHNELL'S DIVISION AND LYING NORTHERLY OF
A LINE DRAWN PARALLEL WITH AND 149.04 FEET SOUTHERLY, AS MEASURED AT RIGHT ANGLES OF THE
MOST NORTHERLY LINE OF SAID LOT 1 IN ELK GROVE VILLAGE SECTION 1 NORTH SUBDIVISION
AFORESAID, EXTENDED WESTERLY AND EXCEPTING ALSO THAT PART OF LOT 1 LYING SOUTHERLY OF A
LINE DRAWN FROM A POINT IN THE MOST EASTERLY LINE OF SAID LOT 1, 241.29 FEET NORTHERLY, AS
MEASURED ALONG SAID EASTERLY LINE OF THE SOUTHEASTERLY CORNER OF SAID LOT 1 TO A POINT IN
THE MOST WESTERLY LINE OF SAID LOT 1, 191.54 FEET NORTHERLY OF THE SOUTHWESTERLY CORNER OF
SAID LOT 1, ALL IN COOK COUNTY, ILLINOIS, AND EXCEPT THAT PART LYING IN SHELL OIL COMPANY
CONSOLIDATED PLAT SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED JUNE 30, 1992 AS
DOCUMENT NUMBER 92476264, IN COOK COUNTY, ILLINOIS, AND EXCEPT THAT PART OF LOT 1 IN ELK
GROVE VILLAGE SECTION 1 NORTH, BEING A SUBDIVISION IN THE SOUTHEAST 1/4 OF SECTION 21,
TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS,
DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST 1/4 OF SAID LOT 1; THENCE ON AN
ASSUMED BEARING OF NORTH 9 DEGREES 49 MINUTES 05 SECONDS EAST ALONG THE WESTERLY LINE OF
SAID LOT 1, A DISTANCE OF 191.54 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 9
DEGREES 49 MINUTES 05 SECONDS EAST 20.86 FEETTO AN ANGLE POINT ON THE WESTERLY LINE OF SAID
LOT 1; THENCE NORTH 10 DEGREES 02 MINUTES 58 SECONDS EAST ALONG THE WESTERLY LINE OF SAID
LOT 1, A DISTANCE OF 479.69 FEET TO AN ANGLE POINT ON THE WESTERLY LINE OF SAID LOT 1; THENCE
NORTH 13 DEGREES 45 MINUTES 37 SECONDS EAST ALONG THE WESTERLY LINE OF SAID LOT 1, A
DISTANCE OF 7.35 FEET TO A POINT 149.04 FEET NORMALLY DISTANT SOUTHERLY OF THE MOST
NORTHERLY NORMALLY DISTANT SOUTHERLY AND PARALLEL WITH THE MOST NORTHERLY LINE OF SAID
LOT 1, EXTENDED WESTERLY, 26.69 FEETTO A POINT ON A 2945.57 FOOT RADIUS CURVE, THE CENTER OF
CIRCLE OF SAID CURVE BEARS SOUTH 76 DEGREES 04 MINUTES 35 SECONDS EAST FROM SAID POINT;
THENCE SOUTHERLY ALONG SAID CURVE 222.07 FEET, CENTRAL ANGLE 04 DEGREES 19 MINUTES 10
SECONDS; THENCE SOUTH 13 DEGREES 02 MINUTES 31 SECONDS WEST 287.44 FEET; THENCE NORTH 82
DEGREES 31 MINUTES 04 SECONDS WEST 5.41 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY,
ILLINOIS.
ME
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
EXHIBIT B
List of Leases
Leases\EGWP-3 Tensuke Lease.pdf
Leases\EGWP-25 Subway Amendment - LL rejected 10.14.19.pdf
Leases\EGWP-25 Subway Lease.pdf
Leases\EGWP-29 VV Nails Lease 2019 04 01 to 2024 05 31.pdf
Leases\EGWP-31 Bright Light Radiology Lease.pdf
Leases\EGWP-35 Jarosch Bakery - Lease.pdf
Leases\EGWP-39 Vini's Pizza - Lease.pdf
Leases\EGWP-41 B3 Performance Training Lease.pdf
Leases\EGWP-45 7 Mile Cycle - Lease.pdf
Leases\EGWP-111 Rose Garden Cafe- Lease 12_31_29.pdf
Leases\Rose Garden Amendment on 7-22-21.pdf
Leases\Rose Garden First Amendment-2.docx
Leases\EGWP - Storage 7 Mile Cycle Lease Amendment 4-21.pdf
Leases\EGWP - Storage Lease Tensuke Amendment 6-21.pdf
Leases\EGWP LOI Liquor Store proposal 8-10-21.pdf
Leases\EGWP-1 BMO Lease.pdf
M.
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EXHIBIT C
List of Service Contracts
(Also identifying all Must Take Service Contracts)
• Artic Snow Plowing
o November 1, 2021 thru April 15, 2022
• Fitzgerald Law Group
o On retainer for Tax Assessments 2019 thru 2021
• NIR Roof Care Maintenance
o 10/23/2020 for 3 year term
• Professional Cleaning Company Service Agreement
o 2/25/2019 thru 3/31/2022
• Matanky Realty Management
• Leasing Contract
• Recycling and Waste Contract
o I I H512020
C-1
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None.
EXHIBIT D
List of Personal Property
im
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EXHIBIT E
List of Seller Information Delivered to Purchaser
Financials\EGWP Accts Receivable Nov-21.pdf
Financials\EGWP Acct Rec Analytics - 2021-10-07.pdf
Financials\EGWP 2017 Info.pdf
Financials\EGWP - 2017 2nd RE Tax Installment.pdf
Financials\EGWP - 2016 CAM, Taxes & Insurance Reconciliation. pdf
Financials\2021 Elk Grove Woods Plaza BudgetR1.pdf
Financials\2017RealEstateTaxes.AttorneyFee.Summary.xlsx
Financials\2017Rea IEstateTaxes.AttorneyFee.Summary.pdf
Financials\2017Eagle FaIIsPropertyExpenseControl.xlsx
Financials\2017 Tax Bill 1st Installment.pdf
Financials\RealEstateTaxeslOYR.xlsx
Financials\Elk Grove Woods Receivable Details by Code, Plaza Rent Roll and Receivable
Details Reports- as of Aug 2021.pdf
Financials\Elk Grove Woods Plaza Tenant Rent Roll.xlsx
Financials\Elk Grove Woods Plaza Cash Flow Projection.xlsx
Financials\Elk Grove Woods Plaza.avux
Financials\Elk Grove Woods Plaza Rent Roll March 2021.pdf
Financials\Elk Grove Woods Plaza Receivables March 2021.pdf
Financials\Elk Grove Woods Plaza Operating Statement and Balance Sheet - YTD Aug
2021.pdf
Financials\Elk Grove Woods Plaza Jan -Dec 2020 Income Statement Balance Sheet Rent
Roll.pdf
Financials\Elk Grove Woods - CAM Reconciliation 2020.pdf
Financials\Elk Grove Woods - CAM Reconciliation 2019.pdf
Financials\EGWP-35 Jarosch Bakery - Sales - Percentage Rent History.pdf
Financials\EGWP CAM Reconciliations 2019 - Tenant Invoice.pdf
Financials\EGWP April 2021 Income Statement and Budget Comparison.pdf
Property Taxes\2019 Tax Assessment Reduction.pdf
Property Taxes\2020 BORAA - Executed.pdf
Property Taxes\2021 BOR Authorization Form[1].pdf
Property Taxes\Cook County Tax Relief 2020.pdf
Property Taxes\CookCountyPropertyTaxBi112019Firstlnstallment-
2[2].pdf
Property Taxes\Nieman Property Assessment Challenge Board
Statement.pdf
Property Taxes\Real Estate Tax 2020 2nd instalment.pdf
Property Taxes\111 East Higgins Road Fitzgerald Law Feb 2021.pdf
E-1
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
Third Party Reports\EGWP Recorded Illinois EPA NFR
Letter Sep-1999.pdf
Third Party Reports\EGWP Roof Care Report 5-26-21.pdf
Third Party Reports\EGWP Certificate of Insurance
2020.PDF
Third Party Reports\EGWP City Inspection Email.pdf
Third Party Reports\EGWP Phase I Environmental Report
2020.pdf
Third Party Reports\EGWP Phase II Report Oct-2020.pdf
Underlying Documents\EGWP AltaSurvey 7-14-1995.PDF
Underlying Documents\Elk Grove Bowl Easement Analysis with Title Commitment, ALTA
Survey and Zoning Letter.pdf
Underlying Documents\Elk Grove Bowl REA 1962.pdf
E-2
DEN 99083730v2
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
EXHIBIT F
Permitted Exceptions
Purchaser shall take title to the Property subject to the following matters:
1. Present and future zoning laws, ordinances, resolutions, orders and regulations of all
municipal, county, state or federal governments having jurisdiction over the Property and the use of
improvements thereon.
2. All covenants, reservations, conditions, exceptions, restrictions, easements, rights -of -way,
encumbrances, agreements, and other matters of record.
Such state of facts as a current, accurate survey of the Property would disclose.
4. Such state of facts as a physical inspection of the Property and of the appurtenances,
fixtures, equipment and personal property included in this sale would disclose.
5. The lien of any unpaid real estate taxes, water charges and sewer rents for the fiscal years(s)
or other applicable period in which the Closing occurs.
6. The lien of all unpaid taxes and assessments encumbering the Property on the date of this
Agreement, and installments thereof, due and payable on or after the Closing Date. The lien of all unpaid
taxes and assessments which first encumber the Property subsequent to the date of this Agreement, and
installments thereof, whether due and payable prior to, on or after the Closing Date.
7. All liens and encumbrances resulting from the Investigations or any and all other activities
undertaken by Purchaser or Purchaser's representatives. Any defect or other title matter caused by
Purchaser or anyone claiming by, through or under Purchaser.
8. Rights, if any, of any utility company to construct or maintain lines, pipes, wires, cables,
poles, conduits and distributions boxes and equipment in, over, under, or upon the Property or any portion
thereof.
9. Building codes and restrictions heretofore or hereafter adopted by any public agency.
10. Water and mineral rights.
11. Encroachments of stoops, areas, cellar, steps, trim, cornices, retaining walls, windows,
window sills, ledges, fire escapes, doors, door caps, projecting air conditioner units or equipment, hedges,
railings, coping, cellar doors or fences, if any, upon any street, highway, sidewalk or adjoining property;
variations between record line and retaining walls; encroachments of adjoining premises upon the Property.
12. The Leases.
13. The Service Contracts.
14. The printed standard exceptions listed in Schedule B of the Title Commitment.
F-1
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
EXHIBIT G
Special Warranty Deed, Bill Of Sale,
General Assienment and Assumption, and Notice of Sale
G-1
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
Once recorded return to:
ABOVE SPACE FOR OFFICE
USE ONLY
This instrument was prepared by:
Nelson Mullins Riley & Scarborough LLP
390 North Orange Avenue, Suite 1400
Orlando, FL 32801
Attn: James Slater
Send subsequent tax bills to:
TRUSTEE'S DEED
THIS INSTRUMENT is made between Chicago Title Land Trust Company, an Illinois corporation,
f/k/a Chicago Title and Trust Company, as trustee under Trust Agreement dated July 1, 1974,
known as Trust Number 64465, and duly authorized to transact business in the State of Illinois
("Grantor") and the VILLAGE OF ELK GROVE VILLAGE, an Illinois municipality having its
principal office at [*] ("Grantee").
WITNESSETH, that Grantor, for and in consideration of the sum of Ten and 00/100 Dollars
($10.00) and other valuable considerations in hand paid by Grantee, the receipt whereof is hereby
acknowledged, and pursuant to authority of the governing body of Grantor, by these presents does
GRANT, BARGAIN and SELL unto Grantee, and to its successors and assigns, FOREVER, all the
following described real estate (the "Property"), situated in the County of Cook and State of Illinois
known and described as follows, to wit:
See Exhibit A, attached hereto and incorporated by reference herein.
Address of Property: I I I East Higgins Rd., Elk Grove Village, IL 60007
Permanent Identification Number: 08-21-403-035-0000
TOGETHER WITH all and singular the hereditaments and appurtenances thereunto belonging, or
in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues
and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, of the
Grantor, either in law or equity, of, in and to the above described Property, with the hereditaments
and appurtenances.
TO HAVE AND TO HOLD the Property as above described, with the appurtenances, unto Grantee,
its successors and assigns forever. Grantor, for itself, and its successors and assigns, does hereby
covenant, promise and agree, to and with Grantee, its successors and assigns, that it has not done
or suffered to be done, anything whereby the Property hereby granted is, or may be, in any manner
G-2
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
encumbered or charged, except as herein recited. Grantor will warrant and forever defend the right
and title to the Property unto Grantee, its successors and assigns, against the claims of all persons
whomsoever, claiming by, through or under Grantor, but not otherwise, subject only to the
following:
See Exhibit B, exceptions and permitted encumbrances, attached hereto and incorporated by
reference herein.
IN WITNESS WHEREOF, Grantor has caused its name to be signed to these presents by its authorized
representative on this the _ day of , 2021.
Grantor:
Chicago Title Land Trust Company, an Illinois
corporation, f/k/a Chicago Title and Trust Company, as
trustee under Trust Agreement dated July 1, 1974, known
as Trust Number 64465
[PROPER SIGNATORIES PURSUAT TO LETTER OF
DIRECTION TO EXECUTE]
By:
Name:
Title:
By:
Name:
Title:
STATE OF COLORADO )
ss.
COUNTY OF )
1, , a Notary Public in and for the said County, in the State aforesaid, DO
HEREBY CERTIFY that [e] personally known to me to be the [e] of Chicago Title Land Trust
Company, an Illinois corporation, f/k/a Chicago Title and Trust Company, as trustee under Trust
Agreement dated July 1, 1974, known as Trust Number 64465, and personally known to me (or proved
to me on the basis of satisfactory evidence) to be the same persons whose name is subscribed to the
foregoing instrument, appeared before me this day in person, and who, upon oath, acknowledged that
as such [9], he/she signed and delivered the said instrument pursuant to authority given by the
governing body of said company, as his/her free and voluntary act, and as the free and voluntary act
and deed of said company, for the uses and purposes therein set forth.
Given under my hand and official seal, this _ day of 12021.
Notary Public
Commission expires
G-3
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
STATE OF TENNESSEE
COUNTY OF
)
ss.
I, , a Notary Public in and for the said County, in the State aforesaid, DO
HEREBY CERTIFY that [a] personally known to me to be the [9] of Chicago Title Land Trust
Company, an Illinois corporation, f/k/a Chicago Title and Trust Company, as trustee under Trust
Agreement dated July 1, 1974, known as Trust Number 64465, and personally known to me (or proved
to me on the basis of satisfactory evidence) to be the same persons whose name is subscribed to the
foregoing instrument, appeared before me this day in person, and who, upon oath, acknowledged that
as such [9], he/she signed and delivered the said instrument pursuant to authority given by the
governing body of said company, as his/her free and voluntary act, and as the free and voluntary act
and deed of said company, for the uses and purposes therein set forth.
Given under my hand and official seal, this _ day of , 2021.
Notary Public
Commission expires
G-4
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EXHIBIT A
Legal description of Property
G-5
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EXHIBIT B
Permitted Encumbrances
Cab
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
GENERAL ASSIGNMENT AND ASSUMPTION
FOR VALUE RECEIVED, Chicago Title Land Trust Company, an Illinois corporation, f/k/a
Chicago Title and Trust Company, as trustee under Trust Agreement dated July 1, 1974, known as Trust
Number 64465 ("Assig_nor"), does hereby assign and transfer to the VILLAGE OF ELK GROVE
VILLAGE, an Illinois municipality ("Assignee"), all of Assignor's right, title and interest, if any, in and to
all of the following (the "Assigned Rights"): (a) all leases, tenancies and security and other refundable
deposits described on Exhibit A, attached hereto and incorporated herein by this reference; (b) all service
contracts and other agreements described on Exhibit B, attached hereto and incorporated herein by this
reference; and (c) any warranties; relating to the real property described on Exhibit C, attached hereto and
incorporated herein by this reference ("Property"). Assignee assumes and agrees to be bound by all of the
obligations, undertakings, duties and liabilities under the Assigned Rights.
This Assignment is made without representation, warranty or recourse by Assignor. Assignee
accepts the Assigned Rights in its "AS IS" condition with all faults and subject to the terms, conditions,
limitations and agreements set forth in the Agreement of Sale between Assignor and Assignee for the
Property. No manager, member, partner, officer, director or shareholder of Assignor, nor any of their
respective beneficiaries, agents, employees, heirs, successor or assigns, shall have any personal liability of
any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out
of or in any way related to this Assignment. Assignee hereby waives for itself and anyone who may claim
by, through or under Assignee any and all rights to sue or recover on account of any such alleged personal
liability.
This Assignment may be executed in one or more counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument. This Assignment may be
executed and delivered by a party by facsimile or e-mail transmission, which transmission copy shall be
considered an original and shall be binding and enforceable against such party.
Dated this day of , 2021.
ASSIGNOR:
Chicago Title Land Trust Company, an Illinois
corporation, f/k/a Chicago Title and Trust Company, as
trustee under Trust Agreement dated July 1, 1974, known
as Trust Number 64465
By:_
Name:
Title:
By:_
Name:
Title:
G-7
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
ASSIGNEE:
the VILLAS OF ELK COVE VILLAGE, an Illinois
municioaPity /
By:_
Name:
Title:
G-8
DEN 99083730v2
DocuSign Envelope ID: 55F4D98E4B7E4491-944A-F72B788A70EA
BILL OF SALE
FOR VALUE RECEIVED, Chicago Title Land Trust Company, an Illinois corporation, f/k/a
Chicago Title and Trust Company, as trustee under Trust Agreement dated July 1, 1974, known as Trust
Number 64465 ("Assignor"), does hereby sell, transfer and assign to the VILLAGE OF ELK GROVE
VILLAGE, an Illinois municipality ("Assignee"), all of the personal property described on Exhibit A,
attached hereto and incorporated herein by this reference ("Personal Property"), located on the real property
described on Exhibit B, attached hereto and incorporated herein by this reference.
This Bill of Sale is made without representation, warranty or recourse by Assignor. Assignee
accepts the Personal Property in its "AS IS" condition with all faults and subject to the terms, conditions,
limitations and agreements set forth in the Agreement of Sale between Assignor and Assignee for the
Property. No manager, member, partner, officer, director or shareholder of Assignor, nor any of their
respective beneficiaries, agents, employees, heirs, successor or assigns, shall have any personal liability of
any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out
of or in any way related to this Bill of Sale. Assignee hereby waives for itself and anyone who may claim
by, through or under Assignee any and all rights to sue or recover on account of any such alleged personal
liability.
This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument. This Bill of Sale may be
executed and delivered by a party by facsimile or e-mail transmission, which transmission copy shall be
considered an original and shall be binding and enforceable against such party.
Dated this day of 120
ASSIGNOR:
Chicago Title Land Trust Company, an Illinois
corporation, f/k/a Chicago Title and Trust Company, as
trustee under Trust Agreement dated July 1, 1974, known
as Trust Number 64465
By:
Nat
Tit]
By: _
Name:
Title:
ASSIGNEE:
the VILL E OF ELK OVE VILLAGE, an Illinois
munict lity 1
By:
Nat
G-9
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
NOTICE OF SALE
20
TO:
Re: Notice of Transfer and Assignment
Dear Tenant:
Please be advised that Chicago Title Land Trust Company, an Illinois corporation, f/k/a Chicago
Title and Trust Company, as trustee under Trust Agreement dated July 1, 1974, known as Trust Number
64465 ("Former Landlord"), has sold all of its right, title and interest in and to the Elk Grove Woods Plaza
located at I I I East Higgins Road, Elk Grove Village, Illinois 60007 ("Property") to the VILLAGE OF ELK
GROVE VILLAGE, an Illinois municipality ("New Landlord").
All payments for rents and other amounts accruing from and after the date hereof and all further
communications should be directed as follows:
Phone:
The Former Landlord's has transferred your security deposit, which has a balance of $[*], to New
Landlord. New Landlord has assumed all of Former Landlord's obligations under leases for space at the
Property including, without limitation, the obligation to return the remaining balance of your security
deposit.
This Notice of Sale may be executed in one or more counterparts, each of which shall be deemed
an original, and all of which together shall constitute one and the same instrument. This Notice of Sale may
be executed and delivered by a party by facsimile or e-mail transmission, which transmission copy shall be
considered an original and shall be binding and enforceable against such party.
Me
DocuSign Envelope ID: 55F4D98E-467E-4491-944A-F72B788A70EA
Sincerely yours,
FORMER LANDLORD:
Chicago Title Land Trust Company, an Illinois
corporation, f/k/a Chicago Title and Trust Company, as
Trustee under Trust Agreement dated July 1, 1974, known
as Trust Number 64465
By:
Name:
By: _
Name:
Title:
NEW
the VILLACX OF ELK GROg VILLAGE, an Illinois
municioalitk
b
G-9
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
EXHIBIT H
Form of Estoppel Certificate
Re: Lease agreement by and between [Tenant Name] ("Tenant") and [New Landlord Name]
("Landlord"), forthe lease of certain premises located at[Lease Address] (the "Premises")
The undersigned, as Tenant under the Lease, represents, warrants and certifies for the benefit of [Bank or
Lender Information] (together with its successors and assigns, the "Lender"), as to the following matters:
1. The Lease attached hereto under Schedule "1" constitutes the entire agreement between Landlord and
Tenant with respect to the Premises and has not been amended, modified or supplemented except as attached
under such Schedule "I".
2. The Lease is valid and in full force and effect, and Tenant does not have any credit, offset, defense or
claim against such Tenant's duty to perform Tenants' monetary and other obligations under the Lease, whether
by reason of Landlord's acts or omissions or otherwise.
a. The expiration date of the Lease term is
There are no options on the part of Tenant to extend or renew the Lease term, except
for renewal term of years under Section 2.4 of the Lease.
C. Current monthly rent payable under the Lease is:
Base Rent: $
Additional Rent: $
Sales Tax: $
Other Rent $
(please describe if applicable—)
d. Rent is payable in advance, on the first (II) of each month. Tenant has paid such
advance rent for the period ending , and Tenant has not prepaid any
other rent or sums due under the Lease.
4, Tenant has no option, first refusal right or other right to purchase the Premises or any part thereof.
5, Security deposit in the sum of $ , has been paid to the Landlord under the Lease.
6. Tenant has not been granted any free rent or any rent allowance, concession or abatement other than as
noted in Section of the Lease.
7. No default exists under the Lease on the part of either Landlord or Tenant, and Tenant has no basis for
asserting any claim or liability against the Landlord under the Lease.
8. If applicable, Landlord has completed all tenant improvements, repairs and other work in connection
with the Premises required to be completed by the Landlord under the Lease.
M
DocuSign Envelope ID: 55F4D98E4B7E-4491-944A-F72B788A70EA
Tenant is in actual possession of all portions of the Premises leased to the Tenant under the
Lease, and the Tenant has not subleased the Premises or assigned any of Tenant's rights
under the Lease whatsoever.
There are no actions, voluntary or otherwise, pending against Tenant under any bankruptcy,
reorganization, arrangement, insolvency or similar federal or state laws.
DATED as of jdate si named]
TFN ANT
[Tenant Name]
By:
Print Name:
Its:
H-1
DocuSign Envelope ID: 55F4D98E-4B7E-4491-944A-F72B788A70EA
SCHEDULE "1"
TO ESTOPPEL CERTIFICATE
COPY OF THE LEASE
Attached
H-1