HomeMy WebLinkAboutRESOLUTION - 7-24 - 1/23/2024 - WINGSPAN ARLINGTON HEIGHTS-HIGGINS-CONVEYANCE AGREEMENTRESOLUTION NO. 7-24
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE AN AGREEMENT FOR THE CONVEYANCE OF VILLAGE -OWNED
PROPERTY BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND WINGSPAN
DEVELOPMENT GROUP, LLC (ARLINGTON HEIGHTS/HIGGINS)
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 document
marked:
AGREEMENT - REAL ESTATE TERMS AND CONDITIONS
FOR CONVEYANCE OF VILLAGE -OWNED PROPERTY
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 document 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: 5 NAYS: 0 ABSENT: 1
PASSED this 23"d day of January 2024.
APPROVED this 23"d day of January 2024.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
January 23, 2024/Retail Property
AGREEMENT - REAL ESTATE TERMS AND CONDITIONS
FOR CONVEYANCE OF VILLAGE -OWNED PROPERTY
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This Agreement is entered into this day pG�llR�,.V , 2024,.by and between the
VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal Corporation, and WINGSPAN
DEVELOPMENT GROUP, LLC, a Limited Liability Company organized under the laws of the
State of Illinois, and sets forth the terms and conditions relative to the conveyance of a parcel of
vacant real property owned by the Village and commonly known as 1 E. Higgins Road, and also
11 I E. Higgins Road, Elk Grove Village, Illinois 60007.
1. PARTIES AND SALE.
A. The VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal Corporation
of Cook and DuPage Counties, Illinois, (the "Village" or the "Seller"), having its principal
office located at 901 Wellington Avenue, Elk Grove Village, Illinois 60007, agrees to sell
to the Developer (as identified below), subject to the terms and conditions set forth herein
in this Agreement, a vacant/non-vacant parcel of real property commonly known as 1 E.
Higgins Road, and also l I l E. Higgins Road, Elk Grove Village, Illinois, 60007, with
corresponding PIN's being 08-21-403-034-0000, and 08-21-403-035-0000, and as legally
described in Exhibit 1 (the "Village Parcel"); and
B. WINGSPAN DEVELOPMENT GROUP, LLC, a Limited Liability Company
organized under the laws of the State of Illinois, having its principal office located at 1001
Feehanville Drive, Mount Prospect, Illinois 60056, (the "Developer" or the "Purchaser")
agrees to purchase from the Village, subject to the terms and conditions set forth in this
Agreement, the Village Parcel described herein and legally described in Exhibit 1.
2. PURCHASE PRICE. The total purchase price (the "Purchase Price") to be paid by the
Developer is Five Million Five Hundred Thousand Dollars ($5,500,000.00), subject to the
provisions set forth in this Agreement. Developer previously deposited with the Village
the amount of One Hundred Fifty Thousand Dollars ($150,000.00) ("Deposit") pursuant to
Paragraph 5.01 of the Parties' Redevelopment Agreement dated January_, 2024 ("RDA").
The Deposit will be held by the Village and Seventy Five Thousand Dollars ($75,000.00)
shall be allocated as earnest money ("Earnest Money"), which Earnest Money shall be held
pending closing and as set forth in Paragraph 5.01 of the RDA. The Earnest Money shall
be fully non-refundable and shall be paid to Village, except in the event that Developer
terminates this Agreement as provided for in Paragraphs 5 and/or 9 below or to Developer
if the Village is in default under the terms of this Agreement or the RDA. The Earnest
Money shall be credited toward the Purchase Price at Closing. At Closing, Developer shall
pay to Village, in good and available funds by wire transfer or cashier's check, the Purchase
Price, less the Earnest Money, plus or minus any prorations as provided herein.
3. COMPLIANCE WITH REDEVELOPMENT AGREEMENT.
A. Te Part' s acknowledge that they have entered into a Redevelopment Agreement dated
2�,3Y C 2024, to redevelop the properties commonly and formerly
known as the "Elk Gr ve Woods Shopping Center", the former "Elk Grove Bowl", and the
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former "Shell Gas Station", consisting of approximately 10.11 acres and as legally
described in Exhibit A attached to the RDA (collectively the "Properties"). Purchaser
hereby represents and warrants that it is in compliance with the terms of the RDA.
B. In the event of a conflict between this Agreement and the Parties' RDA, the terms of
the Parties' RDA shall control. The RDA shall be recorded prior to closing.
C. Pursuant to the RDA, the Village has agreed to sell and convey the Properties to the
Developer in two sequential phases under separate written agreements. First the Retail
Property, consisting of approximately 3.52 acres, is to be sold and conveyed to the
Developer pursuant to this Agreement. And second and thereafter, if all of the conditions
precedent set out in the RDA and this Agreement are satisfied by the Developer, then the
Village will proceed to sell and convey the Residential Property consisting of
approximately 6.59 acres to the Developer.
D. More specifically, (and in no way in limitation of any and all of the conditions set forth
in the RDA to be satisfied by the Developer in order to proceed to subsequently purchase
the Residential Property from the Village), the Developer shall have previously delivered
separate written Lease Termination Agreements pursuant to Paragraphs 3.03(D) and
3.04(A)(4) of the RDA.
E. Additionally, the Parties agree and acknowledge that the Developer shall not be
permitted to proceed with the purchase and development of the Residential Property unless
and until full compliance with all tenant relocation conditions have been completed
pursuant to Paragraph 3.04 of the RDA, including but not limited to obtaining all
Certificates of Occupancy as required by Paragraph 3.04-13.3 of the RDA.
F. Neither Party shall assign its rights and obligations under this Agreement without the
other Party's prior written consent, except as an assignment to a bona fide third -party
lender, or to an equity partner, investor, affiliate, or an entity controlled by the principals
of Developer and only in strict conformity with Paragraph 5.17 of the Parties' RDA.
4. CLOSING DOCUMENTS. The Village agrees to convey the Village Parcel to the
Developer by a recordable Special Warranty Deed (the "Deed"), subject only to the
Permitted Exceptions. On the Closing Date, the obligations of the Developer and Village
shall be as follows:
The Village shall deliver or cause to be delivered to the Title Company:
• the original executed and properly notarized Special Warranty Deed, and Plat Act
Affidavit, if required;
• the original executed and properly notarized Affidavit of Title, Warranty and
Covenant;
• the original executed and properly notarized Non -Foreign Affidavit;
• counterpart originals of the Village's closing statement;
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January 23, 2024/Retail Property
• such other standard closing documents or other documentation approved by the
Village, in the Village's reasonable discretion, and/or required by applicable law or
the Title Company to effectuate the transaction contemplated hereby, including,
without limitation, ALTA statements and GAP Undertaking, such other
documentation as is reasonably required by the Title Company to issue Developer
its owners title insurance policy in accordance with the Proforma Title Policy and
in the amount of the Purchase Price insuring the fee simple title to the Property in
the Developer as of the Closing Date, subject only to the Permitted Exceptions.
Developer shall deliver or cause to be delivered to the Title Company:
• the balance of the Purchase Price, plus or minus prorations;
• counterpart originals of Developer's closing statement;
• ALTA Statement and such other standard closing documents or other
documentation approved by the Developer, in Developer's reasonable discretion,
and/or as is required by applicable law or the Title Company to effectuate the
transaction contemplated herein.
The Parties acknowledge that as the Village is a governmental entity, and to the extent that
the Village is named as the Grantor in the Deed, this transaction is exempt from any State,
County or Local real estate transfer tax pursuant to 35 ILCS 200/31-45(b). The Village is
obligated to furnish completed Real Estate Transfer Declarations signed by the Village and
the Developer in the form required pursuant to the Real Estate Transfer Tax Act of the
State of Illinois and Cook County.
The Village shall be responsible for any accrued real estate taxes through the Closing Date.
If any of the Properties are not currently exempt from real estate taxes or were not at the
time the taxes accrued, then Village shall provide a credit at Closing for all taxes not yet
due and payable as of the Closing Date on the basis of one hundred five percent (105%) of
the tax assessor's latest assessed valuation and the latest known tax rate.
Except for the title related costs as noted in Paragraph 5 below and survey, the Parties shall
split all closing costs 50/50. The Village and Developer shall each be responsible for their
respective attorneys' fees.
5. TITLE COMMITMENT. Within thirty (30) days of the Effective Date of this
Agreement, the Village, at the Village's cost and expense, shall deliver to the Developer, a
title commitment (the "Title Commitment") issued by National Builder & Bancorp Title
(NBBT) (the "Title Company"), in the amount of the Purchase Price, subject only to (i) the
exclusions and conditions contained in the Title Commitment; (ii) the restrictions and
reservations, if any, contained in the Deed; (iii) 2023-2024 general real estate taxes not yet
due and payable and subsequent years; (iv) existing encroachments; (v) utility and drainage
easements and such other covenants, easements, restrictions and matters of record; (vi) any
additional easements required by the Village Engineer or Village Staff to be part of the
conveyance; (vii) acts done or suffered by or judgments against the Developer; and (viii)
the recorded Redevelopment Agreement of the Parties (collectively, the "Permitted
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Exceptions"). If the Title Commitment discloses exceptions to title, which are not
acceptable to Developer (the "Unpermitted Exceptions"), Developer shall have thirty (30)
days from the delivery of the Title Commitment to object to the Unpermitted Exceptions.
Developer shall provide the Village with a title objection letter (the "Developer's Objection
Letter") listing those matters which are not Permitted Exceptions. Within thirty (30)
business days of receipt of Developer's Objection Letter, Village shall notify Developer in
writing of which Unpermitted Exceptions it will not elect to cure. Within five (5) business
days after receipt of Village's notice of which Unpermitted Exceptions it will not cure,
Developer may give Village written notice (the "Second Objection Letter") of either (a)
acceptance of the Village's notice and proceed to Closing or (b) termination of this
Agreement, and receive a return of the Earnest Money in which event neither party shall
have any further obligations pursuant to this Agreement, except for those items which are
specifically intended to survive this Agreement. The Village shall have sixty (60) days
from the date of receipt of the Developer's Second Objection Letter ("Village's Cure
Period") to have the Unpermitted Exceptions Village has agreed to cure either removed
from the Title Commitment or to cure such Unpermitted Exceptions or to have the Title
Company commit to insure against loss or damage that may be occasioned by such
Unpermitted Exceptions, and the time of Closing shall be extended at least thirty (30) days.
If the Village fails to have the Unpermitted Exceptions it has agreed to cure or removed or
in the alternative, to obtain a Title Commitment insuring the Unpermitted Exceptions
within the specified time (the "Proforma Title Policy"), Developer may elect to either
(i) terminate this Agreement, at which time the Developer shall be entitled to have the
Earnest Money returned to Developer, or (ii) Close taking subject to such Unpermitted
Exceptions. All Unpermitted Exceptions, which the Title Company commits to insure,
shall be included within the definition of Permitted Exceptions. The Proforma Title Policy
shall be conclusive evidence of good title as therein shown as to all matters insured by the
Title Company, subject only to the Permitted Exceptions. The Developer shall pay the cost
for any later date title commitment and the cost of the Title Company issuing a Proforma
Title Policy to Developer. The Title Commitment shall provide for an extended coverage
endorsement on the Owners Title Policy which cost shall be divided equally between the
Parties. The cost of the basic Owners Title Policy shall be paid by the Village at the time
of Closing. Title endorsements requested by the Developer for its Owners' Policy and/or
loan title policy shall be paid for by the Developer. The Village shall furnish to the
Developer an affidavit of title in customary form, reasonably acceptable to Developer.
6. DEED. The Village Parcel shall be conveyed to Developer by the Village through the
Deed, which shall be a recordable Special Warranty Deed. The Deed shall provide that the
Village Parcel is being conveyed in "AS IS, WHERE IS" condition, including any
environmental conditions existing in, on or beneath the Village Parcel, subject to the terms
of the RDA. If public utilities, street lighting, sanitary or storm sewers, fire hydrants and
related water service lines, public sidewalks or any other above or below grade
infrastructure or public improvements are located within any portion of the Village Parcel
to be sold, the Village shall reserve in the Deed, a public utility or sidewalk easement of
sufficient size to accommodate the repair, replacement, or maintenance of the public
facilities or the installation of additional public facilities. The Deed will not remove or
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release any existing non -Village easement rights or other conditions of public record that
are enforceable by other persons or private or public entities.
7. SURVEY. The Village agrees to provide the Developer with any existing ALTA Survey,
or otherwise, for the Village Parcel within thirty (30) days of the Effective Date of the
Agreement.
8. PROPERTY SOLD "AS -IS"• DEVELOPER ACKNOWLEDGEMENT OF USE
AND CONDITION OF VILLAGE PARCEL. The Developer acknowledges that the
Village Parcel will be conveyed to Developer by the Village in "AS IS, WHERE IS"
condition, including any environmental conditions existing in, on or beneath the Village
Parcel. The Village makes no representations or warranties regarding the physical,
environmental or structural condition of the Village Parcel or of any buildings thereon,
including but not limited to layout, square footage, zoning, use and occupancy restrictions,
susceptibility to flooding or, with respect to the existence or absence of toxic or hazardous
materials, substances or wastes in, on or affecting the Village Parcel, its soil or
groundwater, the scope and extent of any remediation performed on the Village Parcel or
the presence or lack of radon, asbestos, underground storage tanks, or other environmental
contamination on, in or under the Village Parcel. As part of this Agreement, the Village
assigns to Developer any and all rights to any claims it may have against prior owners of
the Village Parcel pertaining to the environmental condition of the Village Parcel, except
for those rights necessary for the Village to retain to protect itself from such liability.
Developer has inspected the Village Parcel which is being sold in "AS IS" condition with
all faults and accepts the Village Parcel in its condition as of the Effective Date of this
Agreement. The Developer expressly waives any claims against the Village and its
respective agents, employees, officers, directors, successors and assigns for any defects
that may exist or be discovered by the Developer.
9. DEVELOPER/PllRCHASER INVESTIGATIONS AND DUE DILIGENCE. Subject
to any existing tenant leases and all limitations hereinafter specified, Purchaser shall have
the right for sixty (60) days following the Effective Date of this Agreement, (the "Due
Diligence Period") and thereafter to the Closing Date, so long as Purchaser has not
terminated this Agreement prior to Closing in accordance with Paragraphs 5. and/or 9, or
any other provision herein affording Purchaser such rights, to make such investigations and
evaluations of the Village Parcel as Purchaser deems necessary or desirable. In connection
with such investigations:
(a) Upon reasonable notice to Seller, Seller shall permit the Purchaser's Property
Consultants access to and entry upon the Village Parcel to inspect and evaluate
the condition of the Village Parcel and the feasibility of the transactions
described herein. Prior to engaging in activities affecting the physical condition
of the Village Parcel, Purchaser shall deliver to Seller evidence, in form and
substance reasonably satisfactory to Seller, that Purchaser and each Property
Consultant engaged by it and entering on the Village Parcel to perform such
activities are covered by adequate commercial general liability insurance,
statutory worker's compensation insurance and automotive liability insurance.
The Seller/Village, and any additional parties and entities designated by the
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Seller/Village, shall be named as additional parties insured on all commercial
general liability insurance, statutory worker's compensation insurance and
automotive liability insurance policies of the Developer/Purchaser and all of its
Property Consultants. Notwithstanding the foregoing, Purchaser shall not
conduct any invasive testing (including "Phase II" testing) unless it shall receive
the prior approval of the Seller, which approval shall not be unreasonably
withheld, conditioned or delayed. Purchaser shall indemnify and hold Seller
harmless from any cost, damage, liability or expense resulting from any injury
to any person or damage to or loss of any part of the Village Parcel arising from
Purchaser's or any Property Consultant's activities with respect to any such
investigations or tests made by Purchaser or such Property Consultant. If this
Agreement is terminated, the terms of this Paragraph shall survive the
termination of this Agreement.
(b) Purchaser shall cause the information disclosed to or acquired by it or its
Property Consultants in connection with the inspections and reviews described
in this Paragraph or otherwise provided by Seller pursuant to any other
Paragraph of this Agreement, including the Village Parcel Documents (the
"Inspection Materials"), to the extent such information is not a matter of public
knowledge or readily available to the public, to be held in confidence and not
disclosed prior to the Closing Date to any party other than as may be (i)
reasonably required in connection with Purchaser investigating and evaluating
the Village Parcel, obtaining financing or management services for the Village
Parcel or obtaining licenses to operate the Village Parcel or (ii) required by
applicable law (provided that Purchaser gives Seller notice prior to disclosing
pursuant to this subsection (iii) in order to allow Seller to obtain protective
orders). All Inspection Materials shall be used solely for the purpose of
determining whether or not the Village Parcel is suitable for Purchaser's
purpose and for no other reason. Purchaser will indemnify, defend and hold
Seller harmless from and against any and all loss, liability, cost, damage or
expense Seller may suffer or incur as a result of the disclosure of any Inspection
Materials to any individual or entity in violation of this Agreement (whether by
Purchaser or Purchaser's Property Consultants), except for actions taken by
Seller that amount to gross negligence or willful misconduct. If Purchaser shall
elect to terminate this Agreement pursuant to the terms of this Agreement or if
the Closing shall fail to take place for any other reason whatsoever, Purchaser
will, promptly following Seller's request therefore, destroy or return to Seller
all Inspection Materials in the possession of Purchaser or any Property
Consultant. In the event of a breach or threatened breach by Purchaser or any
Property Consultant of this Paragraph, Seller shall be entitled to an injunction
restraining Purchaser or its Property Consultant from disclosing, in whole or in
part, any Inspection Materials. Nothing herein shall be construed as prohibiting
Seller from pursuing any other available remedy at law or in equity for such
breach or threatened breach. If this Agreement is terminated, the terms of this
Paragraph shall survive the termination of this Agreement. In the event that
Purchaser shall enter into to any confidentiality agreement with any tenant of
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the Village Parcel after the Effective Date, then Purchaser shall be bound by the
terms thereof in addition to the terms of this Agreement.
(c) Purchaser understands and agrees that any on -site inspections or testing of the
Village Parcel shall be conducted upon at least twenty-four (24) hours' prior
notice to Seller and (if Seller elects) Seller may be present for any such
inspections. Notice of inspections can be provided via electronic mail.
Purchaser shall and shall cause each Property Consultant to comply with all
applicable laws pertaining to the access and use rights granted hereunder with
respect to the Village Parcel. Purchaser agrees to restore the Village Parcel to
substantially the same condition existing immediately prior to Purchaser's
inspection thereof in the event of any physical damage caused by Purchaser or
Property Consultants, normal wear and tear excluded. All inspections and
testing shall be conducted so as not to interfere unreasonably with use of any
Village Parcel by any tenants under Leases.
(d) The Purchaser shall bear and be fully responsible for the payment of all costs
and expenses relative to any and all property inspections and testing as set forth
in this Agreement, and specifically as set forth in this Paragraph 9 and shall
promptly pay all invoices for said costs and expenses.
(e) Purchaser shall have the right through the Due Diligence Period to terminate
this Agreement, if Purchaser, in its sole and exclusive discretion, is not satisfied
with the results of such inspection, by giving Seller Notice of the exercise by
Purchaser of its right to so terminate prior to 5:00 p.m. (Chicago time) on the
final day of the Due Diligence Period. Unless Purchaser notifies Seller in the
manner herein specified prior to the expiration of the Due Diligence Period, of
Purchaser's election to terminate this Agreement, Purchaser shall be deemed
conclusively to have elected to waive its right to terminate this Agreement
pursuant to this Paragraph 9. If Purchaser does so exercise its right to terminate
this Agreement prior to the expiration of the Due Diligence Period, the Earnest
Money shall be paid to Purchaser within five (5) days thereafter, and this
Agreement shall terminate and be of no further force or effect, except as
otherwise specified herein.
10. CLOSING. The time of Closing (the "Closing") on the Village Parcel shall be the latter of
i) 30 day following the expiration of the Due Diligence Period of this Agreement or ii) the
Developer satisfying the conditions of Paragraphs 3.03 and 3.04 of the RDA (the "Closing
Date") or on such other date mutually agreed upon by the Parties, at the office of the Title
Company, in the Northbrook, Illinois office or other location mutually agreed upon by the
Parties, provided the terms and conditions set forth herein have been complied with.
11. BROKERAGE COMMISSION. The Parties acknowledge and agree that the Seller has
not utilized the services of any real estate broker or agent in connect with the sale
contemplated by this Agreement and is no way responsible for the payment of same.
Purchaser agrees to indemnify and hold Seller harmless from all loss, damage, costs and
expenses (including reasonable attorney's fees) that Seller may suffer as a result of any
claim brought by any broker or finder in connection with this transaction and this Agreement.
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12. TIME OF ESSENCE. Time is of the essence in carrying out the Village Parcel
conveyance set forth herein.
13. NOTICE. Any and all notices, demands, consents and approvals required under this
Agreement shall be sent and deemed received if sent by fax or email, with an additional
copy sent by certified mail, return receipt requested, addressed as follows:
If to the Village:
George B. Knickerbocker
Village Attorney
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, IL 60007
Tele: 847/357-4032
Fax No. 847/357-4044
knickerbocker a elk rove.or
With a copy to:
Matthew J. Roan
Deputy Village Manager
901 Wellington Avenue
Elk Grove Village, IL 60007
Tele.: 847/357-4004
Fax No: 847/357-4022
mroan egelk rodyc.or
With a copy to:
William J. Payne
Attorney at Law
1100 W. Northwest Hwy., # 103
Mount Prospect, IL 60056
Tele.: 847/483-5027
Fax No: 847/483-5029
will iamjpayne7Aaol.com
If to Developer:
Jason Macklin
Director of Development
Wingspan Development Group, LLC
1001 Feehanville Drive
Mount Prospect, IL 60056
Tele.: 847/394-6200
January 23, 2024/Retail Property
Fax No: 847/394-6205
Email imacklin@,wingsl2ajidev.com
With copy to:
Carolyn Strahammer
Attorney For Developer
Wingspan Development Group, LLC
1001 Feehanville Drive
Mount Prospect, IL 60056
Tele.: 847/394-6200
Fax No: 847/394-6205
Email estraliamme wirers aridev.com
14. VENUE. This Agreement shall be construed and enforced in accordance with the laws of
the State of Illinois. The venue for any action or proceeding arising out of, or related to,
this Agreement shall be in Cook County, Illinois.
15. EXEMPT. The Parties acknowledge that as the Village is an Illinois municipal
corporation, and to the extent that the Village is named as the Grantor in the Deed, the
conveyance of the Village Parcel is exempt from any State, County or Local real estate
transfer tax pursuant to 35 ILCS 200/31-45(b). The Village is obligated to furnish
completed Real Estate Transfer Declarations signed by the Parties or their agent in the form
required pursuant to the Real Estate Transfer Tax Act of the State of Illinois.
16. AMENDMENT. This Agreement embodies the entire agreement between the Parties
hereto with respect to the conveyance of the Village Parcel. No extensions, changes,
modifications or amendments to or of this Agreement, of any kind whatsoever, shall be
made or claimed by either of the Parties, and no notices of any extension, change,
modification or amendment made or claimed by either Party (except with respect to
permitted unilateral waivers of conditions precedent by a Developer) shall have any force
or effect whatsoever unless the same shall be endorsed in writing and fully signed by both
Parties.
17. NON -MERGER. The provisions of this Agreement, and the Parties' representations made
herein, shall not merge into the Deed but shall survive the conveyance of the Village Parcel
from the Village to the Developer by way of the delivery and recording of the Deed
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 thirty (30) days from the
date of Purchaser's receipt of 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
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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 thirty (30) 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 and the
Project; (b) specifically enforce the terms and conditions of this Agreement, or (c)
exercise any other right or remedy available to Purchaser at law or in equity.
(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. EXHIBITS. The following Exhibits, Schedules, Riders or attachments are attached and
made a part hereof by reference:
Exhibit 1 — Legal Description — Village Parcel
20. VILLAGE APPROVAL. As the Village is an Illinois Municipal Corporation, this
Agreement is subject to the approval of, and is not enforceable and binding on the Village
until the Agreement is approved in an open public meeting by the Mayor and Board of
Trustees and executed by the Mayor and Village Clerk.
21. EFFECTIVE DATE. This Agreement shall be deemed dated and become effective on the
date that the authorized signatories of the Village shall sign the Agreement, which date
shall be the date stated below the Village's signature.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date(s) set forth below:
DEVELOPER:
VILLAGE:
WINGSPAN DEVELOPMENT GROUP, ELK GROVE VILLAGE, Cook and DuPage
LLC, an Illinois Limited Liability Company Counties, Illinois, an Illinois Municipal
Corporation
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January 23, 2024/Retail Property
Exhibit 1
Legal Description of Village Parcel
COMMERCIAL
LOT 1 IN ELK GROVE WOODS SUBDIVISION
ELK GROVE VILLAGE, ILLINOIS
THAT PART OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 41 NORTH, RANGE 11 EAST
OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF LOT 1 IN ELK GROVE VILLAGE SECTION 1 NORTH
SUBDIVISION, BEING A SUBDIVISION IN THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP
41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MEDIAN ACCORDING TO THE PLAT THEREOF
RECORDED JANUARY 21, 1957 AS DOCUMENT NUMBER 16806228 ALSO BEING A POINT ON THE
EAST RIGHT-OF-WAY LINE OF ARLINGTON HEIGHTS ROAD; THENCE NORTH 09 DEGREES 41
MINUTES 05 SECONDS EAST, ALONG SAID EAST RIGHT-OF-WAY LINE, A DISTANCE OF 95.76 FEET,
THENCE NORTH 12 DEGREES 53 MINUTES 00 SECONDS EAST, ALONG SAID EAST RIGHT-OF-WAY
LINE OF ARLINGTON HEIGHTS ROAD AS CONVEYED TO THE ILLINOIS DEPARTMENT OF
TRANSPORTATION PER DOCUMENT NUMBER 94119736 AND PER CONDEMNATION CASE
NUMBER 941-50598, A DISTANCE OF 385.34 FEET TO A POINT OF CURVE; THENCE NORTHERLY A
DISTANCE OF 148.72 FEET ALONG SAID EAST RIGHT-OF-WAY LINE, BEING THE ARC OF A 2945.57
FOOT RADIUS CURVE TO THE RIGHT, CHORD BEARING NORTH 11 DEGREES 04 MINUTES 40
SECONDS EAST, A DISTANCE OF 148.70 FEET TO THE POINT OF BEGINNING;
THENCE CONTINUING A DISTANCE OF 73.64 FEET ALONG SAID EAST RIGHT-OF-WAY LINE, BEING
THE ARC OF A 2945.57 FOOT RADIUS CURVE TO THE RIGHT, CHORD BEARING NORTH 13 DEGREES
14 MINUTES 25 SECONDS EAST, A DISTANCE OF 73.64 FEET TO A POINT ON CURVE ALSO BEING
THE SOUTHWEST CORNER OF LOT 1 IN SHELL OIL COMPANY'S CONSOLIDATION RECORDED JUNE
30, 1992 AS DOCUMENT NUMBER 92476264; THENCE CONTINUING A DISTANCE OF 155.93 FEET,
ALONG SAID EAST RIGHT-OF-WAY LINE AS CONVEYED TO THE ILLINOIS DEPARTMENT OF
TRANSPORTANTION PER DOCUMENT NUMBER 00391601, BEING THE ARC OF A 2945.57 FOOT
RADIUS CURVE TO THE RIGHT, CHORD BEARING NORTH 15 DEGREES 28 MINUTES 23 SECONDS
EAST, A DISTANCE OF 155.91 FEET TO A POINT ON THE CURVE; THENCE NORTHEASTERLY A
DISTANCE OF 27.90 FEET, ALONG THE ARC OF A 20.00 FOOT RADIUS CURVE TO THE RIGHT, CHORD
BEARING NORTH 56 DEGREES 57 MINUTES 20 SECONDS EAST, A DISTANCE OF 25.69 FEET TO A
POINT ON THE SOUTH RIGHT-OF-WAY LINE OF ILLINOIS ROUTE 72 ALSO KNOWN AS HIGGINS
ROAD AS DEDICATED PER DOCUMENT NUMBER 16806228; THENCE SOUTH 83 DEGREES 04
MINUTES 42 SECONDS EAST, ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 195.93 FEET;
THENCE SOUTH 13 DEGREES 50 MINUTES 46 SECONDS WEST, ALONG SAID RIGHT-OF-WAY LINE,
A DISTANCE OF 23.15 FEET; THENCE SOUTH 82 DEGREES 45 MINUTES 10 SECONDS EAST, ALONG
SAID RIGHT-OF-WAY LINE, A DISTANCE OF 397.66 FEET TO THE NORTHEAST CORNER OF SAID LOT
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January 23, 2024/Retail Property
1 IN ELK GROVE VILLAGE SECTION 1 NORTH SUBDIVISION; THENCE SOUTH 07 DEGREES 10
MINUTES 53 SECONDS WEST, ALONG SAID EAST LINE OF LOT 1, A DISTANCE OF 111.56 FEET;
THENCE SOUTHWESTERLY A DISTANCE OF 213.35 FEET, ALONG SAID EAST LINE, BEING THE ARC
OF A 381.49 FOOT RADIUS CURVE TO THE RIGHT, CHORD BEARING SOUTH 23 DEGREES 12
MINUTES 11 SECONDS WEST, A DISTANCE OF 210.58 FEET; THENCE SOUTH 39 DEGREES 13
MINUTES 29 SECONDS WEST, ALONG SAID EAST LINE, A DISTANCE OF 1.88 FEET; THENCE NORTH
50 DEGREES 46 MINUTES 31 SECONDS WEST, A DISTANCE OF 171.56 FEET; THENCE NORTH 82
DEGREES 25 MINUTES 35 SECONDS WEST, A DISTANCE OF 436.24 FEET TO THE POINT OF
BEGINNING, ALL IN COOK COUNTY, ILLINOIS.
CONTAINING: 153,343 SQUARE FEET OR 3.521 ACRES, MORE OR LESS
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