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HomeMy WebLinkAboutRESOLUTION - 59-23 - 12/12/2023 - 25 TURNER PURCHASE AND SALE AGREEMENTRESOLUTION NO. 59-23 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND OHM LAND 25 TURNER, LLC (25 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 l: 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 1211 day of December 2023 APPROVED this 121h 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 Seven Hundred Thousand and No/100 ($700,000.00) Dollars, (the "Purchase Price"), on the terms set forth herein, the following described real estate, in Cook County, Illinois (the "Property"): LOT 1 IN NELSON'S RESUBDIVISION BEING A RESUBDIVISION IN SECTION 32, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PIN: 08-3 2-422-045-0000 ADDRESS: 25 TURNER AVENUE, ELK GROVE VILLAGE, ILLINOIS 60007 (APPROXIMATELY 1.32 ACRES OR 57,713 SQUARE FEET) 2. OHM LAND 25 TURNER AVE, LLC, An Illinois Limited Liability Company, with a mailing address of PO Box 660, Antioch, Illinois 60002 (the "Seller"), agrees to sell the real estate and the building/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; and (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. 3. Purchaser will deposit Fifteen Thousand and No/100 ($15,000.00) Dollars with Greater Illinois Title Company, ("Escrowee"), as Earnest Money within five (5) business days after the Parties' execution of this, to be applied toward the Purchase Price. Purchaser agrees to pay or satisfy the balance of the Purchase Price in cash, plus or minus prorations, at the time of Closing. Said Earnest Money shall be deposited in a Strict Joint Order Escrow with Greater Illinois Title 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 within Thirty (30) days of the completion of the Due Diligence Period, ("Closing Date"), or at such other date as mutually agreed by the Parties in writing, at the Arlington Heights Office of Greater Illinois Title 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 Ninety (90) from the date of this Agreement, 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 25 Turner Ave. - PSA 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 on or before the expiration of 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 agreements, which must be in place prior to the Closing and shall be contingent on the successful closing of this transaction, 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 and neither Purchaser nor any other person is relying on any representations or warranties of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, from seller or any direct or indirect partner, officer, director, trustee, member, employee, affiliate, attorney, agent or broker of seller or any of its affiliates, as to any matter concerning the business or seller or set forth, contained or addressed in any due diligence materials (including, without limitation, the completeness thereof), including, without limitation: (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (ii) the dimensions or lot size of the Property or the square footage of any of the improvements thereon or of any tenant space therein, (iii) the development or income potential, or rights of or relating to, the Property, or the fitness, suitability, value or adequacy of the Property for any particular purpose, (iv) the zoning or other legal status of the Property, (v) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any Governmental Authority or of any other Person or entity (including, without limitation, the Americans with Disabilities Act of 1990, as amended), (vi) the ability of Purchaser or any of its affiliates to obtain any necessary governmental approvals, licenses or permits for the use or development of the Property, (vii) the presence, absence, condition or compliance of any Hazardous Materials on, in, under, above or about the Property or any adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements at the Property, or (ix) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, the Property. Without limiting the generality of the foregoing, Purchaser expressly acknowledges and agrees that, except as set forth herein, it is not relying on any representation or warranty of Seller or any of its affiliates or any direct or indirect partner, member, director, trustee, officer, employee, affiliate, attorney, agent or broker of any of them, whether implied, presumed or expressly provided, arising by virtue of any statute, regulation or common law right or remedy in favor of any of them. Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to Seller. For the purposes of this Agreement, "Person" means any Page 2 of 12 25 Turner Ave. PSA individual, corporation, partnership, association, trust, limited liability company, or other entity or organization. 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 Due 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' execution of this Agreement and approval by the Village Board of the Village of Elk Grove Village. 7. Purchaser shall be responsible for obtaining a current ALTA survey dated after the date of this Agreement, and Seller shall provide Purchaser with a credit in the amount of $1,200.00 for the cost of obtaining the current ALTA survey. Seller shall deliver or cause to be delivered, at Seller's cost, an updated title commitment for an insurance policy issued by Greater Illinois Title 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 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"), Purchaser will have ten (10) business days after receipt to provide Seller with a written notice (a "Title Objection Notice) of any objections Purchaser may have to any exceptions to title disclosed in the Title Commitment. Any exceptions which Purchaser does not object to in the Title Objection Notice shall be deemed a permitted exception. Seller shall have fifteen (15) business 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 within 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 Page 3 of 12 25 Tumer Ave. - PSA 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 prorations 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 maintain its current insurance coverage until Closing, 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 as set forth in this Agreement. 11. Upon mutual agreement by the Purchaser and Seller, this sale may be closed through an escrow with Greater Illinois Title Company, in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then in use by Greater Illinois Title 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 shall be divided equally between Seller and Purchaser. All escrow charges are to be paid equally between Seller and Purchaser. The cost for the extended coverage endorsement shall be paid for by the Purchaser. The Owner Title Policy Premium 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. During the Due Diligence Period, 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 Purchaser. Such Phase I shall be conducted and concluded Page 4 of 12 25 Turner Ave. - PSA by January 31, 2024. 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 II assessment. If the Phase II indicates no environmental concerns, this contingency shall be satisfied. If the Phase II 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. Purchaser agrees to restore the Property to substantially the same condition existing immediately prior to Purchaser's inspection in the event of any damage to the Property caused by Purchaser or its agents or invitees and to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys' fees actually incurred) damages or injuries arising out of or resulting from Purchaser's or its agents' or invitees' entry onto, inspection or testing of, or use of the Property. 14. Seller does hereby represent to Purchaser as follows: A. Currently there are three (3) lease agreements in place for the following three (3) existing tenants, commonly referred to and doing business as: Munchies Pizza & Bar, Turner Liquors, and The Mixx Hair Salon. Within five (5) calendar days of execution of this Agreement and approval by the Village Board of the Village of Elk Grove Village, Seller will provide the Purchaser with all existing lease agreements. Other than the above -referenced three (3) lease agreements, Seller represents and affirms that there are no other written or oral leases, occupancy agreements, management agreements, or maintenance agreements relating to the subject Property and Seller agrees not to enter into any such leases or agreements (oral or written) relating to the subject Property without the written consent of Purchaser. B. To the best of Seller's 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. Page 5 of 12 25 Turner Ave. - PSA C. Except as disclosed in this Agreement, to the best of Seller's 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.C. ' 9601 et seq.)and the Resource Conservation and Recovery Act (42 U.S.C. ' 6903 et seq.), and 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, To the best of Seller's knowledge, 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. To 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. Page 6 of 12 25 Turner Ave. - PSA 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, (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. I. 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. Upon the expiration of the Due Diligence Period, and 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. To the best of Seller's knowledge, 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. To the best of Seller's knowledge, 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. Page 7 of 12 25 Turner Ave. - PSA 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, including Keller Williams Realty Partners of Park Ridge, Illinois, and Lee & Associates of Illinois, LLC. Seller agrees that the brokerage commission payable to Lee & Associates of Illinois, LLC at the time of Closing shall be in the amount of Two and one-half (2.5%) Percent of the Purchase Price to indemnify and hold Purchaser harmless 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 120/5j (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 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. O. 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 from Purchaser to Seller within nine (9) months 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, e-mail, 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): Page 8 of 12 25 Turner Ave. - PSA Purchaser: Matthew Roan Village Manager Village of Elk Grove Village 901 Wellington Street Elk Grove Village, IL 60007 Tele: (847) 357-4004 Email: mroanAelkgrove.org 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: gknickerbocker@velk rog ve.org With a copy to: William J. Payne Attorney at Law 1100 W. Northwest Hwy., #103 Mount Prospect, IL 60056 Tele: (847) 483-5027 Fax: (847) 483-5029 Email: williamjpayne7@aol.com Seller: Sanjay M. Jethva Designated Manager OHM Land 25 Turner Ave, LLC 635 North Midlothian Road Mundelein, IL 60060 Tele: (xxx) With a copy to: Ronak Desai Parikh Law Group 150 S. Wacker Dr., Suite 2600 Chicago, IL 60606 Tele: (312) 725-3476 Fax: (877) 876-9495 Email: ronak@p1gfirm.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, e-mail, or sent by overnight courier shall be deemed effectively given on the date of such delivery. Page 9 of 12 25 Turner Ave. - PSA Seller represents and acknowledges that Sanjay M. Jethva is the Designated Manager of OHM Land 25 Turner Ave, LLC, authorized in all respects to enter into this Agreement on behalf of the Seller. 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 Purchaser and Seller that the amount of the earnest money shall be liquidated damages for a default of Purchaser hereunder, because of the difficulty, inconvenience and uncertainty of ascertaining actual damages for such default in view of the uncertainties of the real estate market, fluctuating property values, and differences of opinion with respect to damages for breach of a real estate transaction. B. Seller's Default. If Seller 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 provided that any action for specific performance is commenced within sixty (60) days of Seller's default. 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 18.13. and to have made a good faith effort to cure the Sellers default if commenced within the ten (10) 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. Page 10 of 12 25 Turner Ave. - PSA 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 nine (9) months from the actual date of the Closing. 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. Page 11 of 12 25 Turner Ave. - PSA IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement this � day of December, 2023, the "Agreement Date". PURCHASER: THE VILLAGE VILLAGE An Illinois Muni 1 ATTEST: SELLER: OF ELK GROVE OHM LAND 25 TURNER AVE, LLC An Illinois Limited Liability Company �ori)oration I By. Mayor Sanjay M. e va esignated Manager he Murphy, Village Page 12 of 12