HomeMy WebLinkAboutRESOLUTION - 52-23 - 10/10/2023 - 600 ELK GROVE BOULEVARD, PRESBYTERY OF CHICAGO PURCHASE AGREEMENTRESOLUTION NO.52-23
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF
ELK GROVE VILLAGE AND CHURCH EXTENSION BOARD OF THE PRESBYTERY
OF CHICAGO (600 E. ELK GROVE BOULEVARD)
NOW, THEREFORE, 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 documents
marked:
PURCHASE AND SALE AGREEMENT
BETWEEN THE VILLAGE OF ELK GROVE VILLAGE
AND CHURCH EXTENSION BOARD OF THE PRESBYTERY OF CHICAGO
(600 E. ELK GROVE BOULEVARD)
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 loth day of October 2023
APPROVED this 101h day of October 2023
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made and entered into as of this day of October, 2023, being
the last date of execution hereof as set forth beneath the signatures below (the "Date of this
Agreement"), by and between VILLAGE OF ELK GROVE VILLAGE, ILLINOIS
("Purchaser") and CHURCH EXTENSION BOARD OF THE PRESBYTERY OF
CHICAGO ("Seller").
WITNESETH:
WHEREAS, Seller holds or, prior to Closing (as hereinafter defined), will hold fee simple
title to a certain parcel of real estate and appurtenant rights thereto, which parcel of real estate is
improved with a church building (the "Building") commonly known as 600 E. Elk Grove
Boulevard, Elk Grove Village, Illinois, is legally described in Exhibit A attached hereto and is
identified by Permanent Real Estate Index Numbers 08-33-203-051-0000 and 08-33-203-050-
0000 (the "Parcel"); and
WHEREAS, Purchaser desires to purchase the Parcel and all improvements, structures,
and fixtures owned by Seller and presently located thereon, and Seller desires to sell the foregoing
to Purchaser.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereinafter set forth, the parties hereto mutually covenant and agree as follows:
1. AGREEMENT TO PURCHASE.
Seller agrees to sell, convey and assign to Purchaser, and Purchaser agrees to purchase and
accept from Seller under the terms and for the purchase price set forth hereinbelow, the following:
(a) The Parcel and all easements, rights -of -way, permits, licenses and all other rights
appurtenant thereto (collectively referred to herein as the "Land");
(b) All improvements and structures located on the Land, including but not limited to
the Building described in the first paragraph of the recitals of this Agreement (collectively referred
to herein as the "Improvements"); and
(c) All fixtures, including plumbing and other attached fixtures, pews, attached
carpeting, lighting fixtures, window treatments, built-in appliances and heating and air
conditioning systems owned by Seller and located in the Building (the "Fixtures").
The Land, Improvements and Fixtures are herein sometimes collectively referred to as the
"Property."
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Purchaser acknowledges that all items of personal property located on the Property, except
for a stained glass cross in the sanctuary, which shall be removed prior to Closing, shall remain on
the Property without representation or warranty.'
2. PURCHASE PRICE.
The total purchase price (the "Purchase Price") to be paid to Seller by Purchaser for the
Property shall be Nine Hundred Sixty -Five Thousand Dollars ($965,000.00), which amount, plus
or minus prorations, shall be payable at the closing of the transaction hereby contemplated (the
"Closing").
3. EARNEST MONEY.
Within three (3) business days following the Date of this Agreement, Purchaser shall
deliver the sum of Ten Thousand Dollars ($10,000.00) (the "Earnest Money") as earnest money
for the purchase of the Property. The Earnest Money shall be deposited in an escrow to be
established with Chicago Title Insurance Company (the "Escrowee") by Purchaser and Seller
through their respective attorneys pursuant to instructions in the form attached hereto as Exhibit B.
The Earnest Money shall, at Purchaser's option, be invested in a money market fund and, except
as provided below with regard to a Purchaser's default, all interest earned thereon shall inure to
the benefit of Purchaser. The Earnest Money shall be applied to the amount due under Section 2
hereof at Closing.
4. CONVEYANCE.
Conveyance by Seller to Purchaser of the Property shall be by special warranty deed in
recordable form and such deed shall convey to Purchaser or its nominee good and marketable title
in fee simple to the Property, subject only to the Permitted Exceptions (as hereinafter defined).
Title to the Fixtures shall be conveyed by bill of sale.
TITLE; SURVEY.
(a) Seller shall deliver or cause to be delivered to Purchaser, within twenty (20) days
following the Date of this Agreement, a preliminary title report for the Property (the "Title
Commitment") issued by Chicago Title Insurance Company (the "Title Company"), together
with copies of the recorded documents referred to therein.
(b) Seller shall deliver or cause the Title Company to deliver (or commit to deliver) to
Purchaser, prior to the disbursement by the Title Company of the Purchase Price a current ALTA
Form owner's title insurance policy (the "Title Policy") in the amount of the Purchase Price
containing no exceptions other than the Permitted Exceptions.
(c) Within five (5) business days following delivery of the Title Commitment,
Purchaser shall provide Seller written notice (the "Title Defect Notice") of which items reflected
on the Title Commitment are unacceptable (the remaining items and the general exceptions being
' Seller to confirm no other items are planned for removal; this section may be revised before Agreement is
completed if it is determined that additional items will be removed.
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referred to herein as "Permitted Exceptions"). If the Title Commitment discloses exceptions to
title other than the Permitted Exceptions, Seller may agree by written notice to Purchaser ("Seller's
Notice") to (i) cure such unpermitted exceptions, or (ii) cause such unpermitted exceptions to be
insured over by the Title Company. If Seller does not agree to cause such unpermitted exceptions
or defects to be cured or insured over, Purchaser may elect by written notice to Seller given within
five (5) business days following delivery of Seller's Notice either to take title as it then is and
deduct from the Purchase Price such amounts which will discharge any unpermitted liens or
encumbrances of a definite or ascertainable amount, or to terminate this Agreement, in which event
the Earnest Money plus all accrued interest thereon shall be promptly returned to Purchaser.
(d) Purchaser, at Purchaser's expense, may obtain a survey of the Property prepared
by a surveyor registered in the State of Illinois.
6. INSPECTION AND FEASIBILITY PERIOD; SELLER'S CONTINGENCY.
(a) During the period commencing with the Date of this Agreement and ending on the
thirtieth (30th) day thereafter or such earlier date upon which Purchaser notifies Seller that it has
completed its inspections and investigations (the "Inspection and Feasibility Period"), Purchaser
shall be entitled to enter upon the Property, on reasonable notice to Seller, to perform inspections
of the Property as Purchaser deems advisable. All such inspections, tests and examinations shall
be conducted by Purchaser so as to reasonably minimize interference with the normal operation of
the Property and shall be conducted in the presence of Seller's representative.
(b) If Purchaser determines that the result of any inspection, test, examination,
verification or investigation performed is unacceptable or unsatisfactory in Purchaser's sole
discretion, Purchaser may terminate this Agreement by written notice to Seller given on or before
the expiration of the Inspection and Feasibility Period, advising of Purchaser's dissatisfaction, in
which event, except as hereinafter set forth, neither party shall have any further liability to the
other hereunder and the Earnest Money plus all accrued interest thereon shall be promptly returned
to Purchaser. In the event Purchaser fails to deliver such written notice within the above -specified
time period, then Purchaser shall be deemed to have waived such condition or contingency.
(c) Purchaser shall, and does hereby, indemnify, defend, protect and hold Seller, and
Seller's directors, officers, employees and agents (collectively, the "Indemnified Parties")
harmless from and against any and all liabilities, damages, liens, proceedings, actions, causes of
action, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and
costs of litigation) incurred by the Indemnified Parties as a direct or indirect result of any such
inspections, tests or examinations being made of the Property by Purchaser, its employees, agents
or contractors. In the event that this Agreement is terminated for any reason, Purchaser shall
promptly, and at Purchaser's sole cost and expense, restore any damage done to the Property by
Purchaser or its employees, agents or contractors. Purchaser's obligations under this Section 6(c)
shall survive the Closing and any termination of this Agreement.
(d) Seller's obligations under this Agreement are contingent upon (i) approval of this
Agreement by the Trustees of Seller ("Trustee Approval") on or before October 24, 2023 (the
"Trustee Approval") and (ii) approval of this Agreement by the Assembly of the Presbytery of
Chicago (the "Assembly Approval") on or before November 14, 2023. In the event either the
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Trustee Approval or the Assembly Approval is not obtained by the above specified dates, Seller
shall notify Purchaser and this Agreement shall terminate.
7. COVENANTS OF SELLER.
Between the Date of this Agreement and the Closing, except as hereinafter provided, Seller
shall not enter into or amend any contracts, leases or other agreements pertaining to the Property
or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest
under this Agreement or in or to the Property or which will prevent Seller's full performance of its
obligations hereunder.
8. REPRESENTATIONS AND WARRANTIES.
(a) Seller represents and warrants to Purchaser:
(i) That Seller has received no notice that remains uncured that the Property or
any portion thereof or the operation thereof is in violation of any applicable
law, ordinance, order or regulation of any governmental or
quasi -governmental agency having jurisdiction over the Property;
(ii) That Seller has no knowledge of any presently pending special assessments
of any nature with respect to the Property or any part thereof;
(iii) That, subject to receipt of Trustee Approval and Assembly Approval, Seller
has been duly authorized to enter into this Agreement and to consummate
the transaction contemplated herein and that the individual executing this
Agreement on behalf of Seller has the authority to bind Seller; and
(iv) That there are no pending or, to Seller's knowledge, threatened, judicial,
municipal, arbitration or administrative proceedings (including
condemnation or similar proceedings) affecting the Property or in which
Seller is or will be a party by reason of Seller's ownership of the Property.
(b) Purchaser represents and warrants to Seller that Purchaser has been duly authorized
to enter into this Agreement and to consummate the transaction contemplated herein and that the
individual executing this Agreement on behalf of Purchaser has the authority to bind Purchaser.
(c) Purchaser and Seller each represent and warrant to the other that they have not dealt
with any broker or finder with respect to the transaction contemplated by this Agreement, except
for Foundry Commercial, LLC and Midwest Commercial Real Estate, Inc., representing Seller
(collectively, the "Brokers"). Seller and Purchaser shall each indemnify and hold harmless the
other from any loss, cost or expense (including attorneys' fees) resulting from any claim by any
other broker, finder or agent claiming to have dealt with the indemnifying party with respect to
this transaction.
(d) Except as herein specifically provided, Seller makes no representation or warranty
regarding the Property. Purchaser shall accept the Property at Closing "as is". Purchaser agrees
and acknowledges that neither Seller nor any agent, attorney, employee, or representative of Seller
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nor any other agent, attorney or employee, has made any representations respecting or has made
any warranty whatsoever, express or implied, regarding the Property, including without limitation
representations as to the physical nature or condition of the Property, the environmental condition
thereof, the prior use of the Property, or its compliance with any applicable laws or regulations.
Purchaser acknowledges that this transaction is an "as is" conveyance and that Seller shall have
no responsibility for any damages caused by the conditions on the Property upon transfer of title.
Purchaser also agrees and acknowledges that in executing, delivering and performing this
Agreement, it does not rely upon any statement or information to whomsoever made or given,
directly or indirectly, verbally or in writing, by Seller or Seller's agents.
(e) The representations and warranties made in this Agreement shall survive for a
period of six (6) months following Closing.
9. PROVISIONS WITH RESPECT TO CLOSING.
(a) Closing shall take place on (i) the later of (x) the fifteenth (15') day following the
end of the Inspection and Feasibility Period or (y) November 16, 2023, or (ii) such other date as
may be agreed upon by Seller and Purchaser (the "Closing Date"). The Closing, which may be
conducted remotely, shall be conducted by the downtown Chicago, Illinois office of the Title
Company through an escrow with the Escrowee pursuant to the Escrowee's usual form of escrow
agreement by the Escrowee, modified in accordance with the terms of this Agreement. Seller and
Purchaser shall share equally in the cost of the escrow. The cost of any "New York Style Closing"
or "gap closing" shall be shared equally by Seller and Purchaser. All the documents referred to in
subsection (b) of this Section 9, the Purchase Price and possession of the Property shall be
delivered on the Closing Date. On the Closing Date when the Title Company issues (or commits
in writing to issue) its Title Policy pursuant to Section 5(b) hereof, the Escrowee shall disburse the
net proceeds of sale to Seller and Seller shall deliver possession of the Property to Purchaser.
(b) At the Closing, Seller shall deliver the following, all in form and substance
reasonably satisfactory to Purchaser:'
(i) The deed duly executed and acknowledged by Seller, conveying to
Purchaser or Purchaser's nominee, title to the Property, in proper form for
recording and subject only to the Permitted Exceptions;
(ii) Bill of Sale executed by Seller conveying the Fixtures;
(iii) Owner's Affidavit and Gap Undertaking and other documents required by
the Title Company for clearance of all exceptions to title other than the
Permitted Exceptions;
(iv) State of Illinois and Cook County transfer tax declarations (MyDec) and
evidence of compliance with local requirements for the transfer of real
estate; and
(v) A certificate with respect to Seller's non -foreign status sufficient to comply
with Section 1445 of the Internal Revenue Code and the regulations
promulgated thereunder.
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(c) At the Closing, Purchaser shall deliver the following:
(i) The balance of the Purchase Price; and
(ii) Documents required by the Title Company for clearance of all exceptions
to title other than the Permitted Exceptions.
(d) Seller shall pay all costs incurred in obtaining the Title Commitment, the Title
Policy (but not endorsements requested by Purchaser) and recording releases of any existing liens.
The transfer is exempt from all state, county and municipal transfer taxes. Purchaser shall pay all
fees for recording the deed and mortgage (if any) and the cost of any title endorsements requested
by Purchaser. The fees and expenses of Seller's designated representatives, accountants and
attorneys shall be borne by Seller, and the fees and expenses of Purchaser's designated
representatives, accountants and attorneys shall be borne by Purchaser.
10. ADJUSTMENTS.
No general real estate taxes are payable for the Property and, therefore, there shall be no
adjustment for real estate taxes.
11. REMEDIES.
(a) If Seller should fail to consummate the sale contemplated herein for any reason
other than Purchaser's default hereunder, Purchaser shall have the right, after giving Seller not less
than ten (10) days' written notice of such default, if such default still remains uncured after the
notice period, either (i) to enforce specific performance of this Agreement, or (ii) to terminate this
Agreement, in which case the Earnest Money plus all accrued interest thereon shall be returned to
Purchaser.
(b) If Purchaser should fail to consummate the sale contemplated herein for any reason
other than Seller's default hereunder, after Seller has given Purchaser not less than ten (10) days'
written notice of such default and if such default remains uncured after such notice period, Seller
may, as Seller's sole remedy hereunder, by reason of Purchaser's breach or default, recover the
Earnest Money deposited by Purchaser plus all interest accrued thereon, which amount shall be
forfeited to Seller, to be retained by Seller as liquidated damages (the parties agreeing that Seller's
damages are difficult of ascertainment and that the Earnest Money is a reasonable estimate of the
damages which Seller shall suffer by reason of Purchaser's default) and this Agreement shall be
terminated with neither party having any further right or obligation hereunder.
(c) In the event that any action is brought by any party to this Agreement against any
other party to enforce rights under this Agreement, the prevailing party's costs in such action,
including reasonable attorneys' fees, shall be paid by the other party.
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12. MODIFICATIONS, WAIVERS, ETC.
(a) Each party reserves the right to waive any of the conditions precedent to its
obligations hereunder. No such waiver, and no modification, amendment, discharge or change of
this Agreement, except as otherwise provided herein, shall be valid unless the same is in writing
and signed by the party against which the enforcement of such modifications, waiver, amendment,
discharge or change is sought.
(b) This Agreement contains the entire agreement between the parties relating to the
transaction contemplated hereby, and all prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are merged herein.
13. NOTICES.
All notices, demands, requests and other communications under this Agreement shall be in
writing and shall be deemed properly served (a) on the date of delivery, if delivered by hand, (b) on
the third business day following mailing, if sent by registered or certified mail, return receipt
requested, postage prepaid, (c) on the first business day following delivery to an overnight courier,
if served by overnight courier, or (d) on the date of confirmed transmission, if sent by facsimile or
email and received not later than 6:00 p.m. or on the next business day if received after 6:00 p.m.
Notices shall be addressed as follows:
If intended for Purchaser:
Village of Elk Grove Village, Illinois
901 Wellington Avenue
Elk Grove Village, Illinois 60007
Attention: Matthew J. Roan, Village Manager
Fax No.: 847-357-4022
Email: mroan@elkgrove.org
With a copy to:
Village of Elk Grove Village, Illinois
901 Wellington Avenue
Elk Grove Village, Illinois 60007
Attn: George B. Knickerbocker, Village Attorney
Fax No.: 847-357-4044
Email: gknickerbocker@elkgrove.org
With a copy to:
William J. Payne, Attorney at Law
1100 W. Northwest Highway
Suite 103
Mount Prospect, Illinois 60056
Fax No.: 847-483-5029
Email: williamjpayne7@aol.com
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If intended for Seller:
Church Extension Board of the Presbytery of Chicago
815 West Van Buren, Suite 415
Chicago, Illinois 60607
Attn: Rev. Kenneth Hockenberry
Fax No.: (312) 488-3044
Email: kockenberry@chicagopresbytery.org
With a copy to:
Faegre Drinker Biddle & Reath LLP
320 South Canal, Suite 3300
Chicago, Illinois 60606
Attention: Crystal Pruess Bush
Fax No.: (312) 569-3221
Email: crystal.bush@faegredrinker.com
Either party may change its address for purposes of receipt of any such communication by giving
three days' written notice of such change to the other party in the manner above prescribed.
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14. MISCELLANEOUS.
(a) This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, administrators, successors and assigns. Purchaser may not assign
this Agreement without Seller's prior written consent.
(b) This Agreement shall be governed by and construed in accordance with the laws of
the State of Illinois. The invalidation of one or more of the terms of this Agreement shall not affect
the validity of the remaining terms.
(c) Whenever in this Agreement words, including pronouns, are used in the masculine,
they shall be read in the feminine or neuter whenever they would so apply and vice versa, and
words in this Agreement that are singular shall be read as plural whenever the latter should so
apply and vice versa.
(d) This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and all of which, when taken together, shall constitute one Agreement.
This Agreement may be signed and delivered via facsimile, electronic mail, scanned signature sent
electronically or digitally, or other electronic transmission or process, each of which shall be
deemed an original.
(e) Time is of the essence of this Agreement.
(f) Each individual executing this Agreement on behalf of a party hereto hereby
warrants that he or she has full authority to execute and deliver this Agreement on behalf of such
party and to consummate or cause the consummation of the obligations of such party contained
herein.
(g) In the event that the Closing Date or any other deadline date described in this
Agreement falls on a weekend or a holiday, the Closing Date or other deadline date shall be deemed
to be the next business day.
[Signatures are on Following Page]
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EXHIBIT A
LEGAL DESCRIPTION
THE LAND REFERRED TO IN THIS COMMITMENT IS DESCRIBED AS FOLLOWS:
LOT 1752 (EXCEPT THAT PART TAKEN FOR LOT 1 IN BETTER LIVING SUBDIVISION
NUMBER 2) IN ELK GROVE VILLAGE, SECTION 4, BEING A SUBDIVISION IN THE
SOUTH 1/2 OF SECTION 28 AND THE NORTH 1/2 OF SECTION 33, TOWNSHIP 41
NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO
THE PLAT THEREOF RECORDED SEPTEMBER 23, 1958 AS DOCUMENT 17326441 AND
FILED IN THE OFFICE OF THE REGISTRAR OF TITLES ON SEPTEMBER 23, 1958 AS
DOCUMENT LR 1819395, IN COOK COUNTY, ILLINOIS.
mm
THE SOUTH 89.83 FEET OF THE FOLLOWING TRACT OF LAND IN THE NORTHEAST
1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD
PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:
THE EAST 301.80 FEET, AS MEASURED ALONG THE NORTH LINE OF THE NORTH
132.12 FEET, AS MEASURED ALONG THE EAST LINE, OF THE NORTHEAST 1/4 OF
SAID SECTION, (EXCEPT THE EAST 100 FEET DEDICATED FOR STREET) IN COOK
COUNTY, ILLINOIS.
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EXHIBIT B
EARNEST MONEY ESCROW INSTRUCTIONS
These Earnest Money Escrow Instructions ("Instructions") are entered into as of this
day of October, 2023, by and between Church Extension Board of the Presbytery of
Chicago ("Seller"), Village of Elk Grove Village, Illinois("Purchaser") and Chicago Title
Insurance Company ("Escrowee").
WHEREAS, Purchaser and Seller entered into a Real Estate Purchase and Sale Agreement
dated , 2023 (the "Agreement"), for the purchase and sale of the real
property legally described in the Agreement (the "Property"); and
WHEREAS, the parties desire to enter into escrow instructions with the Escrowee pursuant
to which Purchaser shall deposit earnest money, as required under the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained in these
Instructions, and other good and valuable consideration, the receipt and legal sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Deposit. Purchaser has, pursuant to the terms and provisions of the Agreement and
simultaneously with the execution hereof, deposited with Escrowee earnest money in the sum of
Ten Thousand Dollars ($10,000.00) (the "Earnest Money").
2. Default.
(a) Purchaser's Default. In order for Seller to obtain the Earnest Money from
Escrowee, Seller shall be required to present to Escrowee its written statement (the "Default
Notice") that Purchaser is in default under the Agreement and that Seller is therefore entitled to
the Earnest Money. Upon receipt of such Default Notice from Seller, Escrowee shall (i) notify
Purchaser of its receipt of such statement by sending a copy thereof to Purchaser as provided in
Paragraph 4 hereunder, and (ii) if, within five (5) business days after the date of delivery of such
Default Notice to Purchaser, Escrowee has not received from Purchaser a notice ("Objection
Notice") objecting to Escrowee's compliance with the Default Notice, Escrowee shall deliver all
Earnest Money then being held by Escrowee to Seller.
(b) Seller's Default. In order for Purchaser to obtain the Earnest Money from
Escrowee, Purchaser shall be required to present to Escrowee its written Default Notice that Seller
is in default under the Agreement and that Purchaser is therefore entitled to the Earnest Money.
Upon receipt of such Default Notice, Escrowee shall (i) notify Seller of its receipt of such
statement by sending a copy of such statement to Seller as provided in Paragraph 4 hereunder, and
(ii) if, within five (5) business days after the date of delivery of such Default Notice to Seller,
Escrowee has not received from Seller an Objection Notice, objecting to Escrowee's compliance
Cal
with the Default Notice, Escrowee shall deliver all Earnest Money then being held by Escrowee
to Purchaser.
3. Objection Notices. If Escrowee receives an Objection Notice within the time period
set forth in Paragraph 2 above, then Escrowee shall refuse to comply with the Default Notice until
Escrowee receives (a) joint written instructions executed by both Purchaser and Seller, or (b) a
final non -appealable order with respect to the disposition of the Earnest Money from a federal or
state court of competent jurisdiction, in either of which events Escrowee shall then disburse the
Earnest Money in accordance with such direction. Notwithstanding the immediately preceding
sentence, if the party that delivered the Objection Notice does not (i) commence litigation with
respect to the Earnest Money by fling a complaint or action for a declaratory judgment in an
appropriate court of competent jurisdiction, and (ii) provide notice and a copy of such complaint
or action for declaratory judgment to Escrowee and the other party to these Instructions within
forty-five (45) days after delivery of an Objection Notice, then Escrowee shall disburse the Earnest
Money in accordance with the Default Notice.
4. Notices. Any notice provided or permitted to be given under these Instructions
must be in writing and may be served by: (i) depositing same with a reputable overnight courier
service, addressed to the party to be notified, postage or fees prepaid; (ii) by delivering the same
in person to such party; or (iii) by facsimile transmission or email provided the sender obtains a
confirmation of successful transmission. Notice given in accordance with option (i) shall be
effective on the next business day after delivery to a reputable overnight courier -service in the
manner set forth above, and notice given in any other manner shall be effective only upon receipt
at the address of the addressee. For purposes of notice, the addresses and facsimile numbers of
each of Purchaser, Seller and Escrowee are as follows:
Seller: Church Extension Board of the Presbytery of Chicago
815 West Van Buren, Suite 415
Chicago, Illinois 60607
Attn: Rev. Kenneth Hockenberry
Fax No.: (312) 488-3044
Email: khockenberry@chicagopresbytery.org
With a copy to: Faegre Drinker Biddle & Reath LLP
320 South Canal, Suite 3300
Chicago, Illinois 60606
Attn: Crystal Pruess Bush, Esq.
Fax No.: (312) 569-3221
Email: crystal.bush@faegredrinker.com
Purchaser: Village of Elk Grove Village, Illinois
901 Wellington Avenue
Elk Grove Village, Illinois 60007
Attn: Matthew J. Roan, Village Manager
Fax No.:847-357-4022
Email: mroan@elkgrove.org
Em
With a copy to: Village of Elk Grove Village, Illinois
901 Wellington Avenue
Elk Grove Village, Illinois 60007
Attn: George B. Knickerbocker, Village Attorney
Fax No.: 847-357-4044
Email: gknickerbocker@elkgrove.org
With a copy to: William J. Payne, Attorney at Law
1100 W. Northwest Highway
Suite 103
Mount Prospect, Illinois 60056
Fax No.: 847-483-5029
Email: williamjpayne7@aol.com
Escrowee: Chicago Title Insurance Company
10 South LaSalle Street
Suite 3100
Chicago, Illinois 60603
Attn: Krystina Cozzie
Fax No.: (312) _-
Email: krystina.cozzie@ctt.com
5. Escrowee Obligations. The parties agree that the actions of, and the relationship
between, Purchaser and Seller shall be governed by the terms of the Agreement. Notwithstanding
the existence of the Agreement or any references herein to the Agreement, the parties agree that
Escrowee shall be governed solely by the terms and provisions of these Instructions. The parties
furthermore agree that except as specifically provided in Paragraph 3 above, Escrowee is hereby
expressly authorized to regard and to comply with, and obey, any and all orders, judgments or
decrees entered or issued by any court, and, in case Escrowee obeys and complies with any such
order, judgment or decree of any court, it shall not be liable to any of the parties hereto or to any
other person, firm or corporation by reason of such compliance. The undersigned jointly and
severally agree to pay Escrowee, upon demand, any or all costs, attorneys' fees (whether such
attorneys shall be regularly retained or specially employed) and other expenses which have been
incurred by Escrowee or for which Escrowee becomes liable for on account.
6. Commingling of Funds by Escrowee. Except as to deposits of funds for which
Escrowee has received express written direction concerning investment or other handling, the
parties hereto agree that Escrowee shall be under no duty to invest or reinvest any deposits at any
time held by it under these Instructions; and, further, that Escrowee may commingle such deposits
with other deposits or with its own funds in the manner provided for the administration of funds
under Section 2-8 of the Corporate Fiduciary Act (205 ILCS 620/2-8) and may use any part or all
such funds for its own benefit without obligation to any party for interest or earnings derived
thereby, if any. Provided, however, nothing herein shall diminish Escrowee's obligation to apply
the full amount of the Earnest Money in accordance with the terms of these Instructions.
7. Counterparts• Electronic Transmission. These Instructions may be executed in any
number of counterparts, and by any of the parties on separate counterparts, each of which, when
M
so executed, shall be deemed an original and all of which shall constitute one and the same
instrument. These Instructions may be signed and delivered via facsimile, electronic mail, scanned
signature sent electronically or digitally, or other electronic transmission or process, each of which
shall be deemed an original.
8. Fee. In the event the transaction contemplated by the Agreement is consummated
through an escrow with Escrowee, there shall be no fee payable hereunder.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed these Instructions on the day and year
first above written.
PURCHASER:
VILLAGE OF LK 7VE VILLAGE,
ILLINOIS
- By:
Its:
AT]
By:
- Its:
ACCEPTED BY ESCROWEE:
Escrow No.
SELLER:
CHURCH EXTENSION BOARD OF THE
PRESBYTERY OF CHICAGO
By: Faegre Drinker Biddle & Reath LLP
Its attorneys
IC
Crystal Pruess Bush
CHICAGO TITLE INSURANCE COMPANY
By:
Name:
Title:
M.
Escrow Officer