HomeMy WebLinkAboutRESOLUTION - 58-23 - 12/12/2023 - 60-70 TURNER AVENUE SALE AND PURCHASE AGREEMENTRESOLUTION NO. 58-23
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE
VILLAGE AND TURNER PARTNERS AN ILLINOIS PARTNERSHIP, UNDER
ARTICLES OF AGREEMENT FOR DEED WITH ITASCA BANK LAND TRUST NO.
12831, DATED NOVEMBER 2, 2017 (60-70 TURNER AVENUE)
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
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 12' day of December 2023
APPROVED this 1211 day of December 2023
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
PURCHASE AND SALE AGREEMENT
1. THE VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal Corporation,
having its principal office located at 901 Wellington Avenue, Elk Grove Village, Illinois, 60007,
(the "Purchaser"), agrees to purchase at a price of Three Hundred Fifty Thousand and No/100
($350,000.00) Dollars, the Purchase Price, on the terms set forth herein, the following described
real estate, which includes two (2) commercial office buildings, located in Cook County, Illinois
(the "Property"):
See Legal Description Rider Attached Hereto As Exhibit'A' And Incorporated Herein
PINS: 08-32-422-041-0000
08-32-422-027-0000
08-32-422-030-0000
Address: 60 Turner Avenue, Elk Grove Village, Illinois 60007; and
70 Turner Avenue, Elk Grove Village, Illinois 60007
(approximately 0.67 acres or 29,124 square feet)
2. TURNER PARTNERS AN ILLINOIS PARTNERSHIP, under Articles of Agreement
for Deed with Itasca Bank Land Trust No. 12831, dated November 2, 2017, having its
principal office located at 308 W. Irving Park Road, Itasca, Illinois 601.43 (the "Seller"), agrees to
sell the real estate and the build ing/improvements thereon described above, (the "Property"), at the
price and terms set forth herein, and to convey or cause to be conveyed to Purchaser or nominee
of title thereto by a recordable Special Warranty Deed, subject only to: (a) covenants, restrictions,
building lines, private, public and utility easements, and roads and highways, if any; (b) special
taxes or assessments for improvements not yet completed; (c) any unconfirmed special tax or
assessment; (d) installments not due at the date hereof of any special tax or assessment for
improvements heretofore completed; (e) general taxes for the year 2023 and subsequent years
including taxes which may accrue by reason of new or additional improvements during the year
2023; and (f) current tenant leases as approved by the Purchaser in writing.
3. Purchaser will deposit Five Thousand and No/100 ($5,000.00) Dollars with Fidelity Title
Insurance Company, ("Escrowee"), as Earnest Money within five (5) business days after the
Parties' execution of this Agreement and approval by the Village Board of the Village of Elk Grove
Village, to be applied toward the Purchase Price. Purchaser agrees to pay or satisfy the balance of
the Purchase Price in cash, plus or minus pro -rations, at the time of Closing. Said Earnest Money
shall be deposited in a Strict Joint Order Escrow with Fidelity Title Insurance Company for the
mutual benefit of the Parties. Any cost of the Strict Joint Order Escrow shall be divided equally
between the Parties.
4. Closing shall be on December 29, 2023, or sooner by mutual agreement of the Parties
("Closing Date"), subsequent to the satisfactory completion of the Due Diligence Period, and
satisfactory resolution of the environmental contingencies set forth in Paragraph 1.3. of this
Agreement, or at such other date as mutually agreed by the Parties in writing, at the Schaumburg
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Office of Fidelity Title Insurance Company, provided title is shown to be good, and provided all
contingencies set forth in this Agreement have been satisfied or resolved as herein set forth. As
stated, Purchaser shall have a Due Diligence Period which shall terminate and expire not later than
December 22, 2023, to determine the suitability of the Property and complete all tests, studies,
inspections and investigations of the Property.
Purchaser shall have the sole right at any time prior to the expiration of the Due Diligence Period
to cancel and terminate this Agreement and receive a full refund of all Earnest Money deposited
with the Escrowee in the Strict Joint Order Escrow. Such notice of cancelation must be in writing
and delivered pursuant to the notice provisions of this Agreement. If the Purchaser has not
canceled this Agreement by December 22, 2023, the Due Diligence Period, or the Due Diligence
Period has not been mutually extended by the Parties, then the Earnest Money shall become non-
refundable.
Additionally, the Purchaser shall also be allowed during the Due Diligence Period to negotiate
lease termination or lease extension agreements, at the Purchaser's sole cost and expense, with any
remaining tenants at the property. In the event that the Purchaser is unable to negotiate lease
termination agreements satisfactory to the Purchaser during the Due Diligence Period, then the
Purchaser shall have the sole right to terminate this Agreement with a full refund of all Earnest
Money previously deposited in the Strict Joint Order Escrow.
5. Purchaser agrees to purchase the subject Property in its present "as is condition" and
acknowledges that Seller has not made any representations or warranties as to the building(s) or
any contents located on the Property, subject to the Purchaser's inspection of the Property and any
buildings located on the Property. Seller shall not be required to pay or contribute toward any
expense for cost of repair to the Property or any building located on the Property unless otherwise
agreed as a part of the Purchaser's Duc Diligence Period contingency. Seller shall deliver exclusive
and complete possession of the entire Property, including all building(s) and exterior parking areas
and parking lots, to the Purchaser at closing, except as otherwise mutually agreed to by the Parties'
in writing subsequent to the Parties' full execution of this Agreement.
Unless otherwise agreed by the Purchaser in writing, Seller shall remove all personal property
from the Property prior to Closing.
6. Seller agrees to furnish Purchaser with any existing ALTA survey for the Property within
five (5) business days of the Parties full execution of this Agreement and approval by the Village
Board of the Village of Elk Grove Village.
7. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's attorney, at Seller's
expense and not less than thirty (30) days subsequent to the Parties full execution of this Agreement
and approval by the Village Board of the Village of Elk Grove Village, a current ALTA survey
depicting the entirety of the Property on a single ALTA survey dated after the date of this
Agreement, and a title commitment for an owner's extended title insurance policy issued by
Fidelity Title Insurance Company in the amount of the Purchase Price, covering title to the
Property, showing title in the intended grantor subject only to (a) the general exceptions contained
in the policy; (b) the title exceptions set forth above; and (c) title exceptions pertaining to liens or
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encumbrances of a definite or ascertainable amount which may be removed by the payment of
money at the time of Closing and which the Seller may so remove at that time by using the funds
to be paid upon the delivery of the deed (all of which are herein referred to as the permitted
exceptions). The title commitment shall be conclusive evidence of good title as therein shown as
to all matters insured by the policy, subject only to the exceptions as therein stated. Seller also
shall furnish Purchaser an affidavit of title in customary form covering the date of Closing and
showing title in Seller subject only to the permitted exceptions in foregoing items (b) and (c) and
unpermitted exceptions or defects in the title disclosed by the ALTA survey, if any, as to which
the title insurer commits to extend insurance.
8. If the title commitment or survey discloses either unpermitted exceptions or survey matters
(herein referred to as "exceptions"), Seller shall have fifteen (15) calendar days from the date of
delivery thereof to have the exceptions removed from the commitment or to correct such survey
defects, or to have the title insurer commit to insure against loss or damage that may be occasioned
by such exceptions. If Seller fails to have the exceptions removed or correct any survey defects,
or in the alternative, to obtain the commitment for title insurance specified above as to such
exceptions or survey defects, or in the alternative, to obtain the commitment for title insurance
specified above as to such exceptions or survey defects 'Athin the specified time, Purchaser may
terminate this Agreement or may elect, upon notice to Seller within ten (10) business days after
the expiration of the initial ten (10) business day period, to take title as it then is and may propose
a deduction from the Purchase Price, liens or encumbrances of a definite or ascertainable amount.
Seller shall have five (5) business days to agree to said deduction. If Seller does not agree to said
deduction, Purchaser may elect to terminate this Agreement, without further actions of the Parties,
with a full refund to the Purchaser of all Earnest Money previously deposited to the Strict Joint
Order Escrow.
9. Rents, utility charges, premiums under assignable insurance policies, general real estate
taxes, and other similar items, ("Costs"), shall be prorated at Closing as of the Closing Date. Real
Estate tax credits for unpaid 2023 and 2024 real estate taxes, at Closing, shall be prorated at 110%
of the last ascertainable full year's (2022) real estate tax bill, regardless of any change in real estate
tax assessment.
Seller shall be responsible for said Costs through the date of Closing, and Seller shall cooperate
and furnish any documentation necessary to comply with all state, county and local laws therewith.
All pro -rations are final unless otherwise provided herein.
10. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall
be applicable to this Agreement. Seller shall be required to provide fire insurance coverage for
any structures located on the Property pending Closing as set forth herein, and the risk of loss due
to fire, other casualty, or condemnation remains with Seller. If, prior to Closing, any such loss
occurs or any condemnation action is filed, then Purchaser may terminate this Agreement, in which
case neither Purchaser nor Seller shall have any further liability hereunder, unless Seller's acts or
omissions related to such loss or action violate its obligations under this Agreement, including the
representations and warranties or the covenants and agreements set forth in this Agreement, in.
which case Purchaser may pursue any such remedy at law or equity.
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11. Upon mutual agreement by the Purchaser and Seller, this sale may be closed through an
escrow with Fidelity Title Insurance Company, in accordance with the general provisions of the
usual fonn of Deed and Money Escrow Agreement then in use by Fidelity Title Insurance
Company, with such special provisions inserted in the escrow agreement as may be required to
conform with this Agreement. Upon the creation of such an escrow, anything herein to the contrary
notwithstanding, payment of Purchase Price and delivery of deed shall be made through the escrow
and this Agreement and the earnest money shall be deposited in the escrow. The cost of the New
York Style Escrow and extended coverage endorsement shall be divided equally between Seller
and Purchaser. All other title endorsements and escrow charges are to be paid equally between
Seller and Purchaser. The Owner Title Policy Premium, and invoiced title charges shall be paid by
the Seller, with the exception of the cost of recording the Special Warranty Deed which shall be
paid by the Purchaser.
12. Seller represents that it is not a "foreign person" as defined in Section 1445 of the Internal
Revenue Code and is therefore exempt from the withholding requirements of said Section. Seller
will furnish Purchaser at Closing the Exemption Certification set forth in said Section.
13. In addition to the Due Diligence Period contingency, Purchaser shall have reasonable
access to the subject Property, for purposes of soil testing, surveying, engineering, examination
and planning, from and after the execution of this Agreement in order to conduct a Phase I
Environmental Site Assessment ("Phase I") which shall be paid for by the Purchaser. Such Phase
I shall be conducted and concluded by December 22, 2023. If the Phase I reveals environmental
concerns that necessitate a Phase II assessment, Purchaser shall share such concerns with Seller.
With the expressed consent of the Seller, the Purchaser may order and pay for said Phase II, or the
Purchaser may then give notice of cancelation terminating this Agreement with a full refund of all
Earnest Money previously deposited into the Strict Joint Order Escrow. If Purchaser proceeds
with the Phase II assessment, Purchaser shall have until the end of the Due Diligence Period, to
complete said Phase 11 assessment. If the Phase II indicates no environmental concerns, this
contingency shall be satisfied. If the Phase 11 raises additional concerns either Party may terminate
this Agreement. With respect to any and all assessments/inspections, Purchaser shall save and
hold harmless Seller from any costs or liabilities resulting from such access, and Purchaser shall
restore the subject Property to its original condition after each such inspection. If Purchaser
determines, in its sole discretion, that, as a result of any environmental inspection of the subject
Property, the subject Property is not satisfactory for the uses contemplated by Purchaser, Purchaser
may notify Seller, in writing, and terminate the Agreement. Purchaser acknowledges that time is
of the essence and will diligently pursue the completion of the inspection process and will notify
Seller in a timely manner if it elects to terminate this Agreement.
The Purchaser shall provide the Seller with reasonable prior notice of any inspection or testing to
be performed on or at the Property. The notice shall identify the party and purpose for the
inspection(s). All contractors acting on behalf of the Purchaser shall carry public liability
insurance which will name the Seller as an additional insured, as well as Workers Compensation
Insurance.
The Purchaser shall provide the Seller with reasonable prior notice of any inspection or testing to
be performed on or at the Property. The notice shall identify the party and purpose for the
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inspection(s). All contractors acting on behalf of the Purchaser shall carry public liability
insurance which will name the Seller as an additional insured, as well as Workers Compensation
Insurance.
14. Seller does hereby represent to Purchaser as follows:
A. Currently there exists three (3) written lease agreements corresponding to the
following current tenants: Everbank Commercial Finance, Inc., Lesnia.k Insurance Services,
LLC/American Family, and Dr. Advani d/b/a Elk Grove Smile Center. Within five (5) days of
execution of the Agreement and approval by the Village Board of the Village of Elk Grove Village,
Seller will provide Purchaser with all existing lease agreements.
Other than the above referenced three (3) written lease agreements, and with the exception
of the maintenance agreement for HVAC, Quigley's landscaping, Rose Pest Control, and Dolan
Landscaping for snow plowing and shoveling (Dolan Landscaping has been notified that there is
no agreement beyond Closing unless requested by the Purchaser), Seller represents and affirms
that there are no other written or oral ]eases, occupancy agreements, management agreements, or
maintenance agreements relating to the subject Property and Seller agrees not to enter into any
such leases or agreements relating to the subject Property without the written consent of Purchaser.
Further, Seller shall produce a current rent roll of tenants for all. tenants currently occupying leased
spaces in both commercial buildings, with said rent roll confirming the name of each tenant, the
term of the respective tenant's written or oral lease, the security deposit for each tenant held by the
Seller, and the current status of lease payments for each tenant. Not less than ten (10) calendar
days prior to the closing date, the Seller shall deliver to the Purchaser a complete and accurate
letter of attornment from each tenant confirming all of the foregoing information set forth above,
and providing an opportunity for each tenant to state affirmatively whether or not there are any
then current disputes that the respective tenant has with the Seller.
B. To the best of Seller's actual knowledge, there are no proceedings presenting,
pending or threatened for the taking by exercise of the power of eminent domain or, in any other
manner, for a public or quasi -public purpose, of all or any part of the subject Property except as
disclosed in this Agreement.
C. Except as disclosed in this Agreement, to the best of Seller's actual knowledge,
there is no pending or threatened litigation or administrative proceeding involving in any manner
the subject Property.
D. To the best of Seller's knowledge, there are no substances upon the subject Property
nor are there activities engaged in the subject Property which constitute a violation of any
environmental law. In addition, to the best of Seller's knowledge, no toxic materials, hazardous
wastes, hazardous substances, pollutants or contaminants have been generated, released, stored or
deposited over, beneath or on the subject property from any source whatsoever, nor has any part
of the subject property been used for or as a land fill, the result of which could impose any liability
under applicable federal or state laws and regulations; including, but not limited to, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.G.
' 9601 et seq.)and the Resource Conservation and Recovery Act (42 U.S.C. ' 6903 et seq), and
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Seller warrants and represents that it has not received any notice nor is it otherwise aware of any
actual threatened claims, actions, proceedings, suits or demands by the EPA or any third Party
relating to environmental matters at, on or arising out of the subject property.
Further, and to the best of Seller's knowledge: (a) any use of the Property for the
generation, storage or disposal of any (1) asbestos, (2) petroleum, (3) explosives, (4) radioactive
materials, wastes or substances, or (5) any substance defined as "hazardous substances" or "toxic
substances" in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42, U.S.C. 9601, et seq., the Hazardous Materials Transportation Act (49 U.S.C.
1802), the Resource Conservation and Recovery Act (42 U.S.C.6901), or in any other Applicable
Law governing environmental matters ("Environmental Laws") (collectively, "Hazardous
Materials") has been in compliance with all Environmental Laws, (b) there are not any Hazardous
Materials present on the Property, (c) the Property is currently in compliance with all
Environmental Laws; and (d) there are currently no Storage Tanks on the Property and any Storage
Tanks formerly located on the Property were removed in compliance with all Environmental Laws;
and,
Seller has received no written notice of: (a) any pending or threatened action or proceeding
arising out of the presence of Hazardous Materials on or at the Property, or (b) any alleged violation
of any environmental laws.
E. `1'o the best of Seller's knowledge, there are no uncured violations of any law,
ordinance, order, regulation, rule or requirement of any governmental authority affecting the
subject Property.
F. Seller is vested with all necessary legal authority to enter into this Agreement; has
full power, authority and legal right, and will have obtained all approvals and consents required to
execute this Agreement and to carry out all of Seller's obligations under this Agreement; and this
Agreement will constitute the valid and binding obligation of Seller in accordance with its terms.
Seller further represents and warrants that there are no third party franchise rights or agreements
currently in existence which otherwise must be terminated prior to the time of Closing with the
Purchaser.
G. No notices or requests have been received by Seller from any governmental agency
or other utility with respect to the subject Property with which Seller has failed or refused to
comply. Any such notices or requests received prior to Closing shall be complied with by Seller
at its expense. if Seller does not elect to so comply, Purchaser may cancel the Agreement, or
Purchaser may elect to take title subject to such matters.
H. To the best of Seller's knowledge, there are no claims, demands, liabilities, actions,
special assessments or other governmental assessments or charges pending or threatened against.
Seller or the subject Property (including, without limitation, pending or threatened condemnation
proceedings by any public or governmental agency or authority other than that disclosed in this
Agreement) which:
(1) constitute or might result in a lien or claim against the subject Property,
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(2) may result in a monetary or non -monetary obligation to be fulfilled by the
Purchaser,
(3) could prevent, prohibit, delay or interfere with Purchaser's use of the subject
Property for its intended uses and purposes, or
(4) could otherwise deprive Purchaser of any portion of the subject Property.
1. There are no attachments, executions or assignments for the benefit of creditors, or
voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws pending
or threatened by or against Seller or any of its partners.
J. Except as otherwise provided in this Agreement, from and after the date hereof,
Seller shall (except in the case of emergency) refrain from (1) making any changes or
improvements upon or about the subject Property; (2) creating or incurring any mortgage lien,
other lien, pledge or other encumbrance in any way affecting the subject Property; and (3)
committing any waste or nuisance upon the subject Property. Seller shall maintain the subject
Property, keep the subject Property in compliance with all laws, ordinances, regulations and
restrictions affecting the subject Property and its use, and shall pay all bills and expenses regarding
the subject Property until the Closing.
K. There are no outstanding options or rights granted by Seller to acquire the subject
Property, or any part thereof, and there is no Party other than Purchaser having any right or option
to acquire the subject Property or any part thereof, except any foreclosure rights set forth in any
mortgages affecting the subject Property.
L. Other than what has been set forth in Paragraph 14.A, there are no agreements,
including but not limited to any agreements of any type or kind, whether written or oral, affecting
the use, maintenance and operation of the subject Property which will survive the Closing. Seller
represents that any agreement or rights of any party (including the Seller) shall be fully resolved
and concluded prior to Closing.
M. Seller shall pay any and all real estate commissions or finder's fees payable in
connection with this transaction and the sale of the Property to Purchaser. Seller agrees to
indemnif}, and hold Purchase hannless from all loss, damage, costs and expenses (including
reasonable attorney's fees) that Purchaser may suffer as a result of any claim brought by any broker
or finder in connection with this transaction and this Agreement.
N. Seller represents that neither this Agreement nor the conveyance of the Property to
the Purchaser at the time of Closing shall comprise a "bulk sale" for the purposes of 35 ILCS
5/902(d) or 35 ILCS 1.20/5j (collectively the 'Illinois Bulk Sales Laws'), or Section 34-78 of the
Code of Ordinances or Cook County, Illinois (the 'County Bulk Sale Ordinance') and any local
bulk sale ordinances or regulations, collectively the Bulk Sales Laws. Purchaser acknowledges,
and Seller agrees hereby, that Purchaser shall neither notify the State Of Illinois or Cook County
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of the transaction contemplated under this Agreement in relation to the Bulk Sales Laws nor
request a release from liability under the Bulk Sale Laws.
Q. Seller agrees to indemnify and hold harmless Purchaser from and against all losses,
damages, costs and expenses (including attorney's fees and expenses and consequential damages)
sustained by Purchaser as a result of any inaccuracy in or breach of any representation or warranty
of the Seller contained in this Paragraph 14., provided that any such inaccuracy or breach under
Paragraph 14. A. through O. must be specifically identified by written notice form Purchaser to
Seller prior the first (11) anniversary of the Closing Date.
15. Seller agrees to deliver possession of the subject Property at Closing in the same "as is
condition" as it is at the date of this Agreement, ordinary wear and tear excepted.
16. All notices to be given hereunder shall be personally delivered, sent by facsimile
transmission, sent by overnight courier, or sent by U.S. mail, with postage prepaid, or by facsimile
transmission, to the Parties at the following addresses (or to such other or further addresses as the
Parties may hereafter designate by like notice similarly sent):
Purchaser: Matthew Roan
Village Manager
Village of Elk Grove Village
901 Wellington Street
Elk Grove Village, IL 60007
Tele: (847) 357-4004
Email: mroan ri-elkgrove.ora
With a copy to: George B. Knickerbocker
Village Attorney
Village of Elk Grove Village
901 Wellington Street
Elk Grove Village, IL 60007
Tele: (847) 357-4032
Fax: (847) 357-4044
Email: Lknickerbocker,ielkLrove.ore
With a copy to: William J. Payne
Attorney at Law
1100 W. Northwest Hwy., 4103
Mount Prospect, IL 60056
Tele: (847) 483-5027
Fax: (847) 483-5029
Email: will iamjpavne7 a)aol.com.
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Seller: "Turner Partners c/o David R. Schlueter
Law Offices Of David R. Schlueter, Ltd
401 W. Irving Park Road
Itasca, IL 60143
Tele: (630) 285-5300
Fax: (630) 285-5304
Email: dave,schlueterlawoffice.com
diana+"" schlueterlawoffice.com
All notices sent by mail shall be deemed effectively given on the business day next following the
date of such mailing. All notices personally delivered, sent by facsimile transmission or sent by
overnight courier shall be deemed effectively given on the date of such delivery.
17. This Agreement and the exhibits attached hereto, if any, embody the entire agreement
between the Parties in connection with this transaction, and there are no oral or parole agreements,
representations, or inducements existing between the Parties relating to this transaction which are
not expressly set forth herein and covered hereby. This Agreement may not be modified except
by a written agreement signed by all of the Parties. However, if any portion of this Agreement is
invalid or unenforceable against any Party under certain circumstances, then this Agreement will
be deemed to be amended by deleting such provisions. This Agreement will be enforceable, as
amended, to the fullest extent allowed by law as long as the amendment does not result in a failure
of consideration.
18. Defaults and remedies:
A. Purchaser's Default. If Purchaser (i) fails to perform in accordance with the terms
of this Agreement, and such default is not cured within ten (10) business days from the date for
Purchaser's receipt for Seller's written notice to Purchaser of such default, or (ii) breaches a
representation or warranty hereunder, then, as Seller's sole and exclusive remedy for such default,
Seller shall be entitled to retain the earnest money and any interest earned thereon; it being agreed
between Purchase and Seller that the amount of the earnest money shall be liquidated damages for
a default of Purchaser hereunder, because of the difficulty, inconvenience and uncertainty of
ascertaining actual damages for such default in view of the uncertainties of the real estate market,
fluctuating property values, and differences of opinion with respect to damages for breach of a real
estate transaction
B. Seller's Default. if Seller fails to perform in accordance with the terms of this
Agreement and such default is not cured within ten (10) business days from the date of Purchaser's
written notice to Seller of such default, Purchaser may, at its option: (a) receive a refund of all
monies deposited by Purchaser hereunder, together with all interest earned thereon, and collect all
damages to which Purchaser may be entitled, including costs incurred in connection with this
Agreement; (b) specifically enforce the terms and conditions of this Agreement, or (e) exercise
any other right or remedy available to Purchaser at law or in equity.
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In the event of a Seller default that cannot reasonably be cured within ten (10) business days, the
Seller will be deemed to have satisfied the written notice provisions of this Paragraph 18B and to
have made a good faith effort to cure the Sellers default if commenced within the ten (1.0) business
day time frame.
C. In the event either Purchaser or Seller defaults in the performance for any obligation
imposed upon it under the provisions of this Agreement, the defaulting party shall pay all
reasonable attorneys' fees and expenses of the non -defaulting party incurred in ay litigation or
negotiation undertaken to enforce any of the obligations of the defaulting party under this
Agreement, or in any litigation or negotiation in which the non -defaulting party shall, without its
fault, become involved through or on account of this Agreement.
19. The Seller shall reconfirm all representations and warranties set forth in this Agreement as
true, accurate, and complete on and as of the Closing Date.
20. Seller's representations and warranties shall survive the Closing for a period of one year
from the actual date of the Closing. Seller shall indemnify, hold harmless, and defend Purchaser
ad its successors and assigns, from and against any and all claims, demands, losses, liens, costs,
expenses (including reasonable attorneys' fees and court costs), damages, liabilities, judgments or
decrees of whatsoever kind or nature which, directly or indirectly, are caused by, result from, arise
out of, or occur in any manner in connection with any material inaccuracy in the representations
or warranties contained herein. The preceding indemnity and hold harmless shall not apply to
matters attributable to acts or omissions of the Purchaser of third parties.
21. The Parties shall execute all documents and take all other actions consistent with this
Agreement that are reasonably necessary to consummate the transaction contemplated herein.
Seller agrees to cooperate and take appropriate action, at the request of Purchaser, to zone or re -
subdivide the Property as required by any governmental authority.
22. The Parties hereto agree that time is of the essence in this transaction and that this
Agreement may be executed in counterparts and shall be governed by and interpreted in
accordance with the laws of the State of Illinois.
23. Each Party hereto shall respectively pay the fees and charges of their attorneys and
consultants.
24. The Parties acknowledge that the obligations of this Agreement shall not be binding on the
Purchaser until formal Village Board action has been taken by its Corporate Authorities. Upon
the full execution of this Agreement by the Seller and Purchaser the Agreement shall be presented
for review, consideration, and approval by the Village Board of the Purchaser and it corporate
authorities.
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IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale
Agreement this day of December, 2023, the "Agreement Date".
PURCHASER:
THE VILLAGE OF ELK
an Illinois Municipal
Craig B. Johnson, l 4ayor
ATTEST:
SELLER:
VILLAGE, TURNER PARTNERS, an ILLINOIS
PARTNERSHIP/ITASCA BANK & TRUST
CO., As Trustee under the provisions of a
certain Trust Agreement dated November 2,
2017 and own as Trust Number 12831
i
Tom_
By:
David Schlueter, Partner
By.
L ie Murphy, Villh&e elerk.
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60-70 Turner Ave. - PSA
EXHIBIT 'A'
LEGAI, DESCRIPTION RIDER
PIN:
08-32-422-041-0000
PIN:
08-32-422-027-0000
PIN:
08-32-422-030-0000
ADDRESS: 60 TURNER AVENUE, ELK GROVE VILLAGE, ILLINOIS 60007; and
70 TURNER AVENUE, ELK GROVE VILLAGE, ILLINOIS 60007
PARCEL 1: LOT 8 IN SIXTH ADDITION TO ELK GROVE VILLAGE, A RES UBDISITION OF PART
OF LOT 3559 IN ELK GROVE VILLAGE SECTION 12, IN SECTION 32, TOWNSHIP 41 NORTH,
RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, AND THAT PART OF LOT 5 IN THIRD
ADDITION TKO ELK GROVE, VILLAGE SECTION 12 LYING EASTERLY OF A LINE DRAWN
FROM A POINT IN THE SOUTHERLY LINE OF SAID LOT 19.50 FEET WESTERLY OF THE
SOUTHEASTERLY CORNER OF SAID LOT TO A POINT ON THE NORTHERLY LINE Or SAID
LOT 88.96 FEET WESTERLY OF THE NORTHEASTERLY CORNER OF SAID LOT, ALL IN COOK
COUNTY, ILLINOIS.
PARCEL 2: LOT I I IN SEVENTH ADDITION TO ELK GROVE VILLAGE, A RESUBDIVISION OF
PART OF LOT3559 IN ELK GROVE VILLAGE SECTION 12, IN SECTION 32, TOWNSHIP 41
NORTH, RANGE II, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK. COUNTY,
ILLINOIS.
PARCEL 3: EASEMENT FOR THE BENEFIT OF PARCEL I AS CREATED BY GRANT FROM THE
BANK OF ELK GROVE, A CORPORATION OF ILLINOIS, AS TRUSTEE UNDER TRUST
AGREEMENT DATED SEPTEMBER 14,1981 AND KNOWN AS TRUST NUMBER 2097 TO THE
FIRST NATIONAL BANK OF DES PLAINES, A NATIONAL BANKING ASSOCIATION, AS
TRUSTEE UNDER TRUST AGREEMENT DATED OCTOBER 28,1981 AND KNOWN AS TRUST
NUMBER 11003285 RECORDED FEBRUARY 16,1982 AS DOCUMENT 26146175 FOR PARKING
OVER, UNDER AND ACROSS THAT PART OF PARCEL 1 DESCRIBED BELOW AND FOR
INGRESS AND EGRESS OVER SAID LAND DESCRIBED AS FOLLOWS: THAT PART OF LOT 5
IN THIRD ADDITION TO ELK GROVE VILLAGE SECTION 12, BEING A RESUBDIVISION IN
SECTION 32, TOW-NSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN,
DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF LOT 5
AFORESAID, THENCE SOUTHEASTERLY ALONG THE SOUTHERLY LINE OF SAID LOT, AN
ARC DISTANCE OF 102.54 FEET, (TI- TE CHORD OF SAID ARC BEARING SOUTH 79 DEGREES,
14 MINUTES, 07 SECONDS EAST) TO THE POINT OF BEGINNING; THENCE NORTH 007
DEGREES. 23 MINUTES, 30 SECONDS WEST, 102.38 FEET; THENCE NORTH 87 DEGREES, 36
MINUTES, 30 SECONDS EAST, 35,01 FEET TO A LINE DRAWN FROM A POINT ON THE
SOUTHERLY LINE OF SAID LOT, 19.50 FEET WESTERLY OF THE SOUTHEAST CORNER OF
SAID LOT, TO A POINT ON THE NORTHERLY LINE OF SAID LOT, 88.96 FEET WESTERLY OF
THE NORTHEASTERLY CORNER OF SAID LOT; 'THENCE SOUTH 0 DEGREES, 14 MINUTES, 11
SECONDS EAST ALONG THE LAST DESCRIBED LINE, 119.94 FEET TO THE SOUTHERLY LINE
OF LOT 5 AFORESAID; THENCE, NORTHWESTERLY ALONG SAID SOUTHERLY LINE TO THE
POINT OF BEGINNING, (EXCEPT THEREFROM THE WEST 12.50 FEET AS MEASURED AT
RIGHT ANGLES), IN COOK COUNTY, ILLINOIS.
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