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HomeMy WebLinkAboutRESOLUTION - 6-24 - 1/23/2024 - 300 BUSSE ROAD-PURCHASE AND SALE AGREEMENTRESOLUTION NO.6-24 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND WING ELK GROVE VILLAGE LLC 300 BUSSE ROAD NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND WING ELK GROVE VILLAGE, LLC (300 BUSSE ROAD) 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: 5 NAYS: 0 ABSENT: 1 PASSED this 23rd day of January 2024 APPROVED this 23rd day of Jan Village of Elk ATTEST: Lo etta M. Murphy, Village Cl PURCHASE AND SALE AGREEMENT ("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 Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00) (the "Purchase Price"), on the terms set forth herein, the following described real estate, in Cook County, Illinois (the "Property"): See Legal Description Rider Attached Hereto As Exhibit'A' (approximately 2.88 acres or 125,531 square feet) PIN: 08-27-201-012-0000 Address: 300 Busse Road, Elk Grove Village, Illinois 60007 2. WING ELK GROVE VILLAGE LLC, an Illinois limited liability company, having its principal office located at 155 Revere Drive, Suite 8, Northbrook, Illinois 60062 (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 its nominee, title thereto by a recordable Special Warranty Deed in the form attached hereto as Exhibit B (the "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) all "exceptions" (defined hereafter) that Purchaser agrees (or is deemed to agree) to take title subject to in accordance with Paragraph 8. of this Agreement 3. Purchaser will deposit Thirty -Five Thousand and No/100 Dollars ($35,000.00) with Chicago Title Insurance Company ("Escrowee" or "Title Company"), as Earnest Money Within two (2) business days after the Parties' full execution of this Agreement, 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 Chicago 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. (a) The purchase and sale transaction contemplated in this Agreement shall be consummated at closing ("Closing") which shall occur on February 29, 2024 ("Closing Date"), subsequent to the satisfactory completion of the Due Diligence Period, or at such other earlier date as mutually agreed by the Parties in writing, through the Rolling Meadows Office of Title Company (it being understood that the transaction will be closed by delivering documents into escrow and the parties will not be attending a physical closing), provided title is shown to be good, and provided the 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 commence on the Agreement Date and shall terminate at 5:00 p.m. Central on February 19, 2024 (the "Due Diligence Period"), to determine the suitability of the Property and complete all tests, studies, inspections and investigations of the Property. 300 Busse Rd - PSA Purchaser shall have the sole right at any time before the expiration of the Due Diligence Period to cancel this Agreement and receive a full refund of all of its Earnest Money deposited with the Escrowee. 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 before the expiration of the Due Diligence Period, or the Due Diligence Period has not been mutually extended by the Parties, then Purchaser shall have no right to terminate this Agreement and the Earnest Money shall not be refundable, except as otherwise expressly set forth herein this Agreement. (b) Subject to the rights of Tenant under the Lease, Purchaser shall during normal business hours upon no less than 48 hours prior notice to Seller, have the right to conduct such inspections in compliance with applicable laws and shall not cause damage, loss, cost or expense to Seller, the Property, Tenant or Tenant's personal property. Seller shall have the right to have a representative present during Purchaser's and its consultants' entry onto the Property. Purchaser shall not have the right to conduct any sampling or other invasive testing of the water, soil, air or building improvements on or beneath the Property without Seller's express prior written consent, which consent may be granted or withheld by Seller in its sole discretion. Purchaser shall insure that any third party (other than the Village) entering onto the Property for purposes of inspection maintains commercial general liability insurance with coverage amounts of not less than $1,000,000 per occurrence, from an insurer that is licensed and in good standing in the State of Illinois reasonably acceptable to Seller, and in such form as are reasonably acceptable to Seller. Prior to any such third party(ies) entering onto the Property, Purchaser shall deliver to Seller a certificate of insurance from said third party(ies) evidencing that such insurance is in place and naming Seller and Tenant as additional insureds thereon. Purchaser shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller and Tenant harmless from and against any loss, cost, injury, liability, claim, or expense Seller may incur resulting either directly or indirectly from any such inspections. Following all inspections, Purchaser shall restore the Property to the same condition existing immediately prior to said inspections (as applicable). The indemnity and restoration obligations of Purchaser hereunder shall survive the Closing and not merge with the delivery of the Deed. The terms of this paragraph shall survive the termination of this Agreement and Closing. 5. Purchaser agrees to purchase the subject Property in its present "as is condition" (ordinary wear and tear and casualty excepted) 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 or any other improvements to the Property or any building located on the Property unless otherwise agreed in writing by the Parties prior to the expiration of the Purchaser's Due Diligence Period. Subject to the rights of Tenant under the Lease, Seller shall deliver 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. At Closing, Seller shall deliver to Purchaser, all keys and codes in Seller's actual possession, if any. The terms of this paragraph shall survive Closing. Unless otherwise agreed by the Parties in writing, Seller shall not be required to remove any personal property or fixtures from the Property prior to Closing. The Property shall be delivered to the Purchaser at Closing in an "as is condition". Seller shall provide copies of all leases and agreements Seller is a party to relating the Property (excluding documents to be provided by Title Page 2 of 26 300 Busse Rd - PSA Company upon delivery of the title commitment) to the Purchaser within five (5) calendar days after the full execution of this Agreement as set forth in Paragraph 14A. of this Agreement. At Closing, Seller shall provide Purchaser with a bill of sale in the form of attached Exhibit C. 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. 7. Seller shall order within three (3) business days following the full execution of this Agreement and thereafter cause to be delivered to Purchaser or Purchaser's attorney, at Seller's expense, a current ALTA survey dated after the date of this Agreement, and a title commitment for an owner's extended title insurance policy issued by Chicago Title Insurance Company in the amount of the Purchase Price, covering title to the Property, showing title in the Seller 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 Title Company with an ALTA Statement and Gap Undertaking in customary form covering the date of Closing. 8. If the title commitment or survey discloses either unpermitted exceptions or survey matters (herein referred to as "exceptions"), Purchaser shall notify Seller in writing (the "Objection Notice") of any exceptions or survey matters that are objectional to Purchaser no later than ten (10) days prior to the expiration of the Due Diligence Period. Thereafter, Seller may, within ten (10) days from Seller's receipt of the Objection Notice (the "Seller Response Period"), 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, and, in such event, the time of Closing shall be the later of (a) the Closing Date, or (b) five (5) business days after delivery of the commitment. 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, Seller shall not be in default of this Agreement but Purchaser may terminate this Agreement or may elect, upon notice to Seller within five (5) business days after the expiration of the Seller Response Period, to take title as it then is and may propose a deduction from the Purchase Price as to liens or encumbrances of a definite or ascertainable amount subject to Seller's approval in its sole discretion. Seller shall have three (3) business days to agree to said deduction. If Seller does not agree to said deduction or otherwise fails to respond within said three (3) business day period, Purchaser's sole remedy shall be to either consummate the Closing without any reduction in Purchase Price taking title subject to said exceptions or to elect to terminate this Agreement upon written notice prior to the Closing Date, and with a full refund of Earnest Money to the Purchaser, and neither party shall have any further liability to the other hereunder except as otherwise expressly provided. 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. Seller (or Tenant pursuant to the Lease) shall be responsible for said Costs through the date of Closing, Page 3 of 26 300 Busse Rd - PSA and Seller shall cooperate and furnish any documentation necessary to comply with all state, county and local laws therewith. Seller (or Tenant under the Lease) shall pay all utilities owed through Closing promptly following the Closing in Seller's ordinary course. All prorations are final unless otherwise provided herein. Real property taxes for the Property are payable by Tenant directly to the taxing authority, and accordingly, Seller and Purchaser agree that there shall be no proration of real estate taxes between Seller and Purchaser at Closing. 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, between the Effective Date of this Agreement and the Closing Date, all or any portion of the Property is damaged by fire, casualty or other causes beyond Seller's control ("Damage"), or all or any portion of the Property is taken or made subject to condemnation, eminent domain or other governmental acquisition proceedings (collectively, a "Taking"), then the following procedures shall apply: (a) If the cost of required repair or replacement related to or arising out of the Damage or if the value of the Taking is One Hundred Thousand and 00/100 Dollars ($100,000.00) or less as determined by Seller, Purchaser shall proceed to close and take the Property as diminished by such events, subject to an assignment of the insurance or condemnation proceeds to Purchaser. Purchaser shall cooperate with the assignment of any such proceeds prior to and after Closing as may be required. (b) If the cost of repair or replacement related to or arising out of the Damage or if the value of the Taking is greater than One Hundred Thousand and 00/100 Dollars ($100,000.00) as determined by Seller, then Purchaser, at its sole option, may elect either to: (i) terminate this Agreement by written notice to Seller given at or prior to Closing; or (ii) accept an assignment of the insurance proceeds for the Damage or the awards on account of the Taking, and proceed to close in accordance with the Agreement. In the event Purchaser elects to accept an assignment, all insurance proceeds on account of the Damage or awards on account of a Taking shall belong to Purchaser. Purchaser has until the later to occur of. (i) the Closing Date, or (ii) fifteen (15) days after the event of Damage or Taking to elect hereunder, with the Closing to then take place no more than five (5) business days thereafter. (c) The terms of this Section 10 shall survive Closing. 11. Anything herein to the contrary notwithstanding, payment of the Purchase Price and delivery of the Deed shall be made through a so-called "New York Style" escrow with Escrowee and this Agreement and the Earnest Money, if any, 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 shall be the sole cost of Purchaser. All escrow and gap charges are to be paid equally between Seller and Purchaser. The Owner Title Policy Premium in the amount of the Purchase Price, shall be paid by the Seller, with the exception of the cost of recording the Deed which shall be paid by the Purchaser. Any new ALTA Survey or update of the Existing Survey shall be at the sole cost of Seller. Purchaser shall obtain and pay for any required municipal inspections necessary in order to obtain the exempt deed stamp which Purchaser shall also obtain for the Closing. Unless otherwise agreed by the Parties, Seller shall Page 4 of 26 300 Busse Rd - PSA not be required to make any repairs or improvements to the Property as a result of any municipal required pre -closing inspections or otherwise as this is an "as is condition" transaction. 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. Prior to the expiration of the Phase I Period (as hereafter defined) and subject to the terms of Paragraph 4(b) above, 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 by 5:00 p.m. on February 9, 2024 (the "Phase I Period"). If the Phase I reveals environmental concerns that necessitate a Phase 1I assessment, Purchaser shall share such concerns with Seller. With the express written consent of the Seller which may be withheld in its sole discretion, the Purchaser may order and pay for said Phase II at Purchaser's sole expense, or the Purchaser may then give written notice of cancelation terminating this Agreement within the Phase I Period with a full refund of all Earnest Money previously deposited, if any. If Seller approves and Purchaser proceeds with the Phase II assessment, Purchaser shall have until February 19, 2024 (the "Phase II Period"), to complete said Phase II assessment. If the Phase II indicates no remediation is required or recommended, this contingency shall be satisfied. If the Phase II raises additional concerns recommending or requiring remediation either Party may terminate this Agreement upon written notice to other party within three (3) business days following the expiration of the Phase II Period. 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 prior to the expiration of the respective Phase I Period or Phase II Period (as applicable). 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. Purchaser's indemnity obligations under this paragraph shall survive the termination of 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, in accordance with the requirements set forth above in Paragraph 4(b) of this Agreement. 14. Seller does hereby represent to Purchaser as follows: A. Currently there is one (1) written lease agreement in place dated June 30, 2011, as amended (the "Lease") for the following existing tenant, commonly referred to and doing business as: Goodyear Commercial Tire & Service Center ("Tenant"), which Lease shall be assigned to Purchaser at Closing pursuant to the agreement attached hereto as Exhibit D. Within five (5) calendar days of execution of this Agreement, Seller will provide the Purchaser with all existing Page 5 of 26 300 Busse Rd - PSA written lease agreements and extensions. Purchaser shall have until the expiration of the Due Diligence Period to review and determine the suitability of all lease agreements in Purchaser's sole discretion. Seller represents and affirms that other than the Lease, 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 relating to the subject Property without the written consent of Purchaser during such period as this Agreement remains in full force and effect. Not less than ten (10) calendar days prior to the Closing Date, the Seller shall deliver to the Purchaser an estoppel certificate from Tenant stating whether or not there are any then current disputes that the respective tenant has with the Seller in the form attached hereto as Exhibit E or such other form as may be required under the terms of the Lease. B. To the 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 Seller's actual knowledge, there is no pending or threatened litigation or administrative proceeding involving in any manner the subject Property. D. To Seller's actual knowledge, Seller has not received any written notice that there are substances upon the subject Property or there are activities engaged in the subject Property which constitute a violation of any environmental law. 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. As used herein, the term "Hazardous Materials" shall mean (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"). To Seller's actual 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 Seller's actual knowledge, Seller has not received written notice of any 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 Page 6 of 26 300 Busse Rd - PSA 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. To Seller's actual knowledge, 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, except to the extent such compliance is Tenant's obligation under the terms of the Lease. H. To Seller's actual 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 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 (as opposed to Tenant), (3) could prevent, prohibit, delay or interfere with Purchaser's use of the subject Property for its intended uses and purposes, subject to the rights of Tenant under the Lease, or (4) could otherwise deprive Purchaser of any portion of the subject Property, subject to the rights of Tenant under the Lease. 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. 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 cause Tenant to 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 pay all bills and expenses regarding the subject Property until the Closing, all in accordance with the terms of the Lease. 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 the Lease or permitted exceptions, Seller is not a party to any agreements affecting the use, maintenance and operation of the subject Property which will survive the Closing. Page 7 of 26 300 Busse Rd - PSA M. Seller has not engaged any broker or finder in connection with this transaction and the sale of the Property to Purchaser. Seller agrees 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 claiming by, through or under the acts or agreements of Seller in connection with this transaction and this Agreement. N. Intentionally Omitted. O. Any such inaccuracy or breach of any representation or warranty under Paragraph 14. A. through M. must be specifically identified by written notice from Purchaser to Seller prior to the 180th day following the Closing Date. If Seller becomes aware of any act or circumstance which would materially and adversely change or render materially and adversely incorrect any representation or warranty made by Seller in this Section 14, whether as of the date given or at any time thereafter through the Closing Date, Seller will give prompt written notice of such material change to Purchaser. Upon receipt by Purchaser of Seller's notice of such material change or upon Purchaser's discovery of a material change in any such representation or warranty prior to the Closing, Purchaser may, as Purchaser's sole and exclusive remedy, either (i) terminate this Agreement within three (3) days of receipt of Seller's notice and receive a return of the Earnest Money; provided, however, if such change in any such representation or warranty was caused by or arises out of the intentional misconduct of Seller or a Seller default hereunder, then Seller shall reimburse Purchaser its reasonable out of pocket costs incurred in connection with the transactions hereunder in an amount not to exceed One Hundred Thousand Dollars ($100,000.00), or (ii) waive the breached representation or warranty and proceed to Closing, and Seller shall have no further obligation or liability to Purchaser with respect thereto. In the event Purchaser notifies Seller of its election to terminate this Agreement, Seller shall have the right, within three (3) business days of receipt of Purchaser's election, to remedy the change, and if Seller remedies such change prior to or at the Closing, Purchaser's election to terminate will be of no force or effect. Seller's failure to respond within said three (3) business day period shall be conclusively deemed to constitute Seller's election not to remedy such change, in which event Purchaser's election to terminate this Agreement shall stand. Notwithstanding anything to the contrary herein, in no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of any breach of any representation or warranty which results from any change that (i) Seller had no knowledge of prior to the Agreement Date, (ii) such change first occurred between the Agreement Date and the Closing Date, (iii) such is beyond the reasonable control of Seller to prevent, and (iv) such change was not due solely to the intentional and willful act of Seller. If, despite the changes described in any such Seller notice, the Closing occurs, Seller's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such notice(s). In addition, if Purchaser is aware of any breach of Seller's representations and warranties herein but nonetheless consummates the purchase of the Property, such representations and warranties shall be deemed to have been modified herein to reflect Purchaser's awareness, and Purchaser shall have no claim or right against Seller in connection therewith. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (A) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY OF THE PROPERTY AND THE STATE OF REPAIR OF THE IMPROVEMENTS, (B) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO Page 8 of 26 300 Busse Rd - PSA CONDUCT THEREON, (C) THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS ON THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH APPLICABLE ENVIRONMENTAL LAWS, RULES OR REGULATIONS; AND (D) THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY. PURCHASER SHALL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. EXCEPT AS PROVIDED IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES THAT ANY INFORMATION PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER (1) HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION; AND (2) DOES NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ON AN "AS IS" BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, IN RESPECT OF THE PROPERTY. Purchaser agrees that on or before the expiration of the Contingency Period, Purchaser will have thoroughly inspected the Property (including, but not limited to, the condition and state of repair of the improvements), and any failure by Purchaser to terminate this Agreement shall constitute Purchaser's agreement that it has found the Property (including, but not limited to, the improvements) to be in good condition and state of repair. Except as provided in this Agreement, Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any construction defect, errors, or omissions or on account of any other conditions affecting a Property, as Purchaser is purchasing the Property AS -IS, WHERE -IS and WITH ALL FAULTS. Purchaser or anyone claiming, by, through or under Purchaser, hereby fully releases Seller, its employees, officers, directors, partners, representatives and agents from any and all claims that it may now have or hereafter acquire against Seller, its employees, officers, directors, representatives and agents for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any construction defects, errors, omissions or other conditions affecting a Property except as provided in this Agreement. Purchaser further acknowledges and agrees that this release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to unknown and unsuspected claims, damages and causes of action. The waiver and release in this section applies to, without limitation, the physical and structural condition of a Property or any law or regulation applicable thereto. This covenant releasing Seller shall be a covenant running with the Property and shall be binding upon Purchaser. This waiver and release of claims shall survive the Closing. 15. Purchaser does hereby represent and warrant to Seller as follows: (a) Seller is a validly existing Illinois municipal corporation. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and Page 9 of 26 300 Busse Rd - PSA properly executed and constitute, or will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in accordance with their terms. (b) Purchaser has not engaged any broker or finder in connection with this transaction and the sale of the Property to Purchaser. 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 claiming by, through or under the acts or agreements of Purchaser in connection with this transaction and this Agreement. 16. All notices to be given hereunder shall be personally delivered, sent by facsimile transmission, by email, sent by overnight courier, or sent by U.S. mail, with postage prepaid, 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 }elk-grove.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: knickerbocker elk rove.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: (847) 483-5029 Email: wiiliam' a ne7 aol.com Seller: Robert Silverstein, Manager Marvin Sotoloff, Manager Wing Elk Grove Village, LLC 155 Revere Drive, Suite 8 Northbrook, IL 60062 Tele: (847) 832-9200 Email: robtsi lver cr,12rod igym and marvsoto@gmail.com Page 10 of 26 300 Busse Rd - PSA With a copy to: Glenn Garfinkel Timm & Garfinkel, LLC 770 Lake Cook Road, Suite 150 Deerfield, IL 60015 Tele: (847) 236-0502 Email: ggarfinkel@ltglegal.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 email shall be deemed given as of the date of the email transmission provided such is transmitted by the sender prior to 5:00 PM (Central), otherwise such shall be deemed to have been received the next business day, or if sent by overnight courier, shall be deemed effectively given on the date of such delivery. Notices may be served by an attorney for a party and such shall be deemed notice given by the party so represented. 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 (provided there shall be no cure period for failure to close on the Closing Date absent a Seller 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 either: (i) seek specific performance; or (ii) retain the Earnest Money, if any, 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. Notwithstanding the foregoing or anything to the contrary, nothing contained in this Paragraph 18(A) shall: (i) limit Seller's rights or remedies with respect to a breach or default by Purchaser after the Closing of a covenant or obligation that survives the Closing; or (ii) limit Purchaser's indemnification and hold harmless obligations under this Agreement, and Seller shall be entitled to any and all rights and remedies available at law and/or in equity if Purchaser defaults in the full and timely payment and performance of Purchaser's indemnification and hold harmless obligations under this Agreement, or any of Purchaser's covenants or obligations after the Closing that survive the Closing. 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 Page 11 of 26 300 Busse Rd - PSA written notice to Seller of such default, Purchaser may, at its option and as its sole and exclusive remedies: (a) receive a refund of the Earnest Money deposited by Purchaser hereunder , together with all interest earned thereon (if any), and reimbursement for its actual out of pocket costs and expenses paid in connection with this Agreement and in performing Purchaser's due diligence investigations of the Property, not to exceed $25,000.00 in the aggregate; or (b) specifically enforce the terms and conditions of this Agreement. 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 Seller's default if commenced within the ten (10) business day time frame. C. Should any party hereto employ an attorney for the purpose of enforcing or construing this Agreement, or any judgment based on this Agreement, in any legal proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be entitled to receive from the other party or parties thereto reimbursement for all reasonable attorneys' fees and all costs, whether incurred at the trial or appellate level, including but not limited to service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees and the cost of any bonds, whether taxable or not, and such reimbursement shall be included in any judgment, decree or final order issued in that proceeding. The "prevailing party" means the party in whose favor a judgment, decree, or final order is rendered. A party's rights and remedies under this Section 18.0 shall not limit and shall, in any event, be in addition to its rights and remedies under any other provision of this Agreement. This paragraph shall survive any termination 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 limited to the Survival Period (defined below). 20. Seller's representations and warranties shall survive the Closing for a period of one hundred eighty (180) days from the actual date of the Closing (the "Survival Period"). 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. 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. The parties agree to be bound by emailed signatures on this Agreement and any documents to be delivered hereunder (except the deed and other documents to be delivered at the Closing) in the same fashion that they would be bound by original signatures. 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 (the "Approvals"). Upon the full execution of this Agreement by the Seller and Purchaser the Page 12 of 26 300 Busse Rd - PSA Agreement shall be presented for review, consideration, and approval by the Village Board of the Purchaser and its corporate authorities. Notwithstanding anything in this Agreement to the contrary, in the event Seller has not received notice that the Approvals have been granted within thirty (30) days following the Agreement Date, either Seller or Purchaser shall have the right to terminate this Agreement upon written notice to the other Party at any time thereafter prior to receipt of notice that the Approvals have been granted. 25. In no event shall Purchaser have the right to assign this Agreement without the prior consent of Seller; provided, however, that to the extent Seller consents to such assignment, Purchaser shall remain liable for the performance of the covenants and conditions herein contained on the part of Purchaser to be performed. 26. So long as Purchaser provides any information regarding Purchaser necessary to do so upon request, Seller shall file bulk sales notifications in order to obtain clearances from the State of Illinois Department of Revenue and Illinois Department of Employment Security. Prior to the Closing Date, Seller shall deliver to Purchaser evidence of full releases of any claims with respect to all debts owed by Seller with respect to the Property. If Seller receives a Bulk Sale Stop Order, and Purchaser still desires to proceed to Closing, then at Closing, the amount set forth in the Bulk Sales Stop Order shall be withheld from the sales proceeds payable to Seller at Closing in a standard joint order escrow between Seller and Purchaser at the Title Company until such time as Seller receives a release of the Bulk Sales Stop Order from the applicable department with respect to the Property. [EXECUTION PAGE FOLLOWS] Page 13 of 26 300 Busse Rd - PSA IN WITNESS WFIEREOh, the Parties heroto have executed this Purchase and Sale Agreement this Zaday ol'January, 2024 (the "Agreement Date"). PURCHASER: THE VILLAGE OF FLX 0 E VILLAGE An Illinois Munitipa • orpolp ion ATTEST: SELLER: WING ELK GROVE VILLAGE, LLC An Illinois Limited Liability Company obee Slk-L UtIll ,r<,Ueil siiverstein (Jan 25, 202415:59 CST) By . Robert Silverstein, Manager Page 14 of 26 300 Busse Rd - PSA EXHIBIT ' A' LEGAL DESCRIPTION RIDER PARCEL 1: LOT 1 IN SIXPENCE INN SUBDIVISION UNIT 3, BEING A RESUBDIVISION OF LOTS 2 AND 3 IN SIXPENCE INN SUBDIVISION UNIT 2, IN THE NORTHEAST 1/4 OF SECTION 27, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF APRIL 17, 1996 AS DOCUMENT NUMBER 96289336, IN COOK COUNTY, ILLINOIS. PARCEL 2: EASEMENT FOR INGRESS AND EGRESS AS SET FORTH IN THE PLAT OF SIXPENCE INN SUBDIVISION RECORDED JULY 3, 1984 AS DOCUMENT 27157786, AND AS SET FORTH IN THE PLAT OF SIXPENCE INN SUBDIVISION UNIT 2 RECORDED SEPTEMBER 17, 1985 AS DOCUMENT 85192910, OVER A PORTION OF LOT 1 IN SAID SIXPENCE INN SUBDIVISION UNIT 2, ALL AS SET FORTH AND DELINEATED THEREON, AND AS RATIFIED AND RECREATED BY RATIFICATION AND RECREATION OF EASEMENT AGREEMENT DATED MAY 15, 1994 AND RECORDED OCTOBER 19, 1994 AS DOCUMENT 94895028 AND AS AMENDED BY THE AMENDED RECIPROCAL EASEMENT AGREEMENT DATED SEPTEMBER 8, 1995 AND RECORDED SEPTEMBER 28, 1995 AS DOCUMENT 95661359, BY AND AMONG SIXPENCE INN OF ELK GROVE VILLAGE, A PARTNERSHIP, MCGRAW-EDISON COMPANY, A DELAWARE CORPORATION, AND MOTEL 6 OPERATING L.P., A DELAWARE LIMITED PARTNERSHIP. PARCEL 3: PERPETUAL EASEMENT FOR INGRESS AND EGRESS AS SET FORTH IN AND CREATED BY EASEMENT AGREEMENT DATED NOVEMBER 1, 1973 AND RECORDED NOVEMEBER 7, 1973 AS DOCUMENT 22538601 MADE BY AND BETWEEN MCGRAW-EDISON COMPANY AND O'HARE INTERNATIONAL BANK, N.A., AS TRUSTEE UNDER TRUST AGREEMENT DATED MAY 15, 1973 AND KNOWN AS TRUST NUMBER 761,131, AND AS SET FORTH IN PLAT OF SIXPENCE INN SUBDIVISION RECORDED JULY 3, 1984 AS DOCUMENT 27157786, AND AS SET FORTH IN THE PLAT OF SIXPENCE INN SUBDIVISION UNIT 2 RECORDED SEPTEMBER 17, 1985 AS DOCUMENT 85192910, IN, OVER AND UPON THE EAST 33 FEET OF LOT 3 IN SAID SIXPENCE INN SUBDIVISION UNIT 2 AND THE EAST 33 FEET OF THAT PORTION OF LOT 163 IN HIGGINS INDUSTRIAL PARK, UNIT 112 (BEING A SUBDIVISION IN SECTION 27, AFORESAID) WHICH LIES NORTHERLY OF HALO DRIVE, AND AS RATIFIED AND RECREATED BY RATIFICATION AND RECREATION OF EASEMENT AGREEMENT DATED MAY 15, 1994 AND RECORDED OCTOBER 19, 1994 AS DOCUMENT 94- 895028, AND AS AMENDED BY THE AMENDED RECIPROCAL EASEMENT AGREEMENT DATED SEPTEMBER 8, 1995 AND RECORDED SEPTEMBER 28, 1995 AS DOCUMENT 95661359, BY AND AMONG SIXPENCE INN OF ELK GROVE VILLAGE, A PARTNERSHIP, MCGRAW- EDISON COMPANY, A DELAWARE CORPORATION, AND MOTEL 6 OPERATING L.P., A DELAWARE LIMITED PARTNERSHIP. PIN: 08-27-201-012-0000 ADDRESS: 300 BUSSE ROAD, ELK GROVE VILLAGE, ILLINOIS 60007 Page 15 of 26 300 Busse Rd - PSA This document prepared by: Glenn T. Garfinkel Timm & Garfinkel, LLC 770 Lake Cook Road, Suite 150 Deerfield, Illinois 60015 After recording return to: and EXHIBIT B FORM OF SPECIAL WARRANTY DEED SPECIAL WARRANTY DEED This Indenture, made as of the day of .a a , between limited liability company ("Grantor") limited liability company ("Grantee"), as grantee, having a mailing address at , WITNESSETH, that Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by Grantee, the receipt of which is hereby acknowledged pursuant to authority given by Grantor, by these presents does REMISE, RELEASE, ALIENATE AND CONVEY unto Grantee, FOREVER, all the following described real estate, situated in the County of Cook and State of Illinois, known and described as follows (hereinafter referred to as the "Subject Property") to wit: [See legal description attached as Exhibit "A"] Together with all and singular the hereditaments and appurtenances belonging there, or in anyway appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, of Grantor, either at law or in equity, of, in and to the Subject Property, with the hereditaments and appurtenances: TO HAVE AND TO HOLD the Subject Property, with the appurtenances, unto Grantee, its successors and assigns, forever. And Grantor, for itself and its successors, does covenant, promise and agree, to and with Grantee, for itself and its successors, that it has not done or suffered to be done, anything whereby the Subject Property hereby granted is, or may be, in any manner encumbered or charged, except as herein recited; and that Grantor will warrant and defend the Subject Property against all persons Page 16 of 26 300 Busse Rd - PSA lawfully claiming, or to claim the same, by, through or under it, subject only to the following (hereinafter, collectively, the "Permitted Title Exceptions"): General real estate taxes against the Subject Property as are not due and payable on the date of delivery of this deed; 2. Those matters identified on Exhibit "B" attached hereto and made a part hereof; and 3. Acts done or suffered by Grantee and any person or entity claiming by, through or under Grantee. MAIL FUTURE TAX BILLS TO: GRANTOR: BY: — Printed Name: Title: Manager Page 17 of 26 300 Busse Rd - PSA STATE OF ILLINOIS SS: COUNTY OF ) I, , a notary public in and for said County in the State aforesaid, DO HEREBY CERTIFY THAT , Manager of , a limited liability company, personally known to me to be the same person whose name is subscribed to the foregoing SPECIAL WARRANTY DEED, appeared before me this day in person and acknowledged that he signed and delivered the said document on behalf of the limited liability company and as his free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and seal, this day of _ NOTARY PUBLIC Page 18 of 26 300 Busse Rd - PSA EXHIBIT "A" TO SPECIAL WARRANTY DEED LEGAL DESCRIPTION OF PROPERTY PERMANENT REAL ESTATE INDEX NUMBER: ADDRESS: Page 19 of 26 300 Busse Rd - PSA EXHIBIT "B" TO SPECIAL WARRANTY DEED Permitted Title Exceptions Page 20 of 26 300 Busse Rd - PSA EXHIBIT C FORM OF BILL OF SALE BILL OF SALE AND ASSIGNMENT OF WARRANTIES AND INTANGIBLES ("Seller"), for good and valuable consideration paid by ("Purchaser"), does hereby sell, grant, transfer, assign and convey to Purchaser all of Seller's right, title and interest in and to all of the personal property owned by Seller that is located at, or used in connection with, the real property described on attached Exhibit "A" ("Property"), including (a) all intangible personal property related to the Property, and (b) the following (all of the aforementioned items (a) through (b) are collectively referred to herein as the "Personal Property"): 1. All signs, equipment, furniture, building supplies, fixtures, carpeting, draperies, machinery, HVAC systems, electrical systems, plumbing systems, security systems, appliances, maintenance equipment (such as lawnmowers and tools), and other items of personal property related to or used in connection with the Property, except for such items which belong to any tenant or subtenant on the Property; 2. To the extent assignable, all existing permits, approvals and licenses, including, without limitation, all certificates of occupancy, building and other operating permits, plans and specifications, and other occupancy permits, excluding licenses related to or used in connection with the existing tenant's business operation on the Property; 3. To the extent assignable, all existing guaranties and warranties (express or implied), if any, issued in connection with the construction, renovation, alteration, maintenance and repair of the Property (and all buildings and improvements thereon); 4. All plans, specifications, construction drawings and blue prints in connection with the construction, repair and renovation of the buildings and improvements on the Property; and 5. All rights in and to any promotional material, tenant data, master keys, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the Property. Notwithstanding anything to the contrary herein, Purchaser is not assuming, nor is Purchaser liable for, any liability or obligation of Seller of any kind or nature whatsoever (whether accrued, absolute, contingent or otherwise), and Seller shall remain solely responsible for, all of Seller's liabilities and obligations (a) not expressly assumed by Purchaser and/or (b) arising or accruing prior to the date that Purchaser acquires title to the Property. Seller warrants that it owns the Personal Property, that there are no liens or encumbrances affecting the Personal Property, and that it is transferring title to the Personal Property free and clear of all such liens and encumbrances. Except for and subject to the representations and warranties set forth in the Agreement of Purchase and Sale dated as of , to which Seller and Purchaser are parties, the personal Property is being conveyed "AS IS" and "WITH ALL FAULTS", WITHOUT ANY REPRESENTATIONS OR WARRANTIES AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WHICH ARE SPECIFICALLY DISCLAIMED BY SELLER. Page 21 of 26 300 Busse Rd - PSA IN WITNESS WHEREOF, Seller has caused this Bill of Sale and Assignment of Warranties and Intangibles to be executed on this day of , 20—. Page 22 of 26 300 Busse Rd - PSA EXHIBIT D FORM OF ASSIGNMENT AND ASSUMPTION OF LEASE ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT into this day of ("Assignor"), and AND ASSUMPTION OF LEASE (this "Agreement") is made and entered 20_, by and between ("Assignee"). RECITALS This Agreement is made with reference to the following facts: A. Concurrently herewith, Assignor is conveying to Assignee all of Assignor's right, title, interest and estate in and to certain real properties and the improvements thereon as more particularly described in Exhibit A attached hereto (the "Property"). B. Assignor desires to assign to Assignee and Assignee wishes to accept and assume all of Assignor's right, title and interest in and to the lease described on Exhibit B (the "Lease") between Assignor and the tenants listed on Exhibit B ("Tenant"). NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Assignor hereby sells, transfers, assigns and delegates unto Assignee, its successors and assigns, all of Assignor's right, title, interest, duties and obligations in, to and under the Lease. In addition, Assignor does hereby assign unto Assignee all rents, issues and profits arising from the Lease and all of its right, title, interest, duties and obligations in, to and with respect to any and all security deposits, key deposits, and other deposits which Assignor is holding in connection with the Lease. Assignor hereby agrees to hold Assignee harmless from and indemnify and defend Assignee against any and all fees, charges, expenses, liabilities, claims and costs, including, but not limited to, reasonable attorneys' fees, suffered or incurred by Assignee under or in connection with the Lease that relate to the period prior to the date hereof. 2. Assignee hereby accepts the assignment of the Lease and agrees to assume only those the obligations of Landlord thereunder which arise after the date hereof. Assignee hereby agrees to hold Assignor harmless from and indemnify and defend Assignor against any and all fees, charges, expenses, liabilities, claims and costs, including, but not limited to, reasonable attorneys' fees, suffered or incurred by Assignor solely with respect to obligations of the Landlord under the Lease that arise after the date hereof and are assumed by Assignee under the preceding sentence. 3. The parties hereto agree to execute such further documents and agreements as may be reasonably necessary or appropriate to effectuate the purposes of this Agreement. 4. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. 5. This Agreement may be executed in multiple identical counterparts all of which, when taken together, shall constitute one document. IN WITNESS WHEREOF, the parties hereby have executed this Agreement under seal as of the date first above written. Page 23 of 26 300 Busse Rd - PSA ASSIGNOR: By: Name: Its: ASSIGNEE: Name: Its: Page 24 of 26 300 Busse Rd - PSA EXHIBIT E FORM OF ESTOPPEL CERTIFICATE To:[Name of Purchaser] Leased Premises: The undersigned tenant (the "Tenant") hereby certifies to you as follows: (the "Premises") (1) Tenant is a tenant under a lease for the Premises dated , with (the "Landlord"), containing square feet; such lease has not been canceled, modified, assigned, extended or amended by any amendment, letter, or other written or oral agreement or understanding, except as follows [state "none" if applicable]: Such lease, as so modified, is hereinafter referred to as the "Lease". (2) Landlord has completed all of its obligations (if any) under the Lease relating to construction of the Premises and has paid Tenant all allowances and other amounts (if any) due to Tenant under the Lease, except as hereinafter otherwise specified, and Tenant has no claims against Landlord in respect to any such construction, allowances or other amounts, except as follows [state "none" if applicable]: (3) All base rent, rent escalations and additional rent under the Lease and all other amounts due from Tenant to Landlord under the Lease have been paid through , 20 . There is no prepaid rent, except for the current month, and the amount of security deposit is $ . The security deposit is cash and no interest accrues or is due thereon. Tenant is not entitled to any rental abatement or "free rent" or other offset against rent under the Lease which has not already been received by Tenant, except as follows [state "none" if applicable]: (4) Base rent is payable as follows: and Tenant is obligated to pay a portion of the real estate taxes and assessments, insurance, common area maintenance and other operating expenses payable with respect to the Premises as follows: [conform to lease provisions]. (5) The term of the Lease commenced on , and expires on Except as may be set forth in the Lease, Tenant has not been granted: (a) any right or option to extend the term of the Lease; (b) any right or option to expand the Premises or to lease additional space within the Premises or any adjacent property; (c) any right of refusal, offer or opportunity on any space at the Premises or any adjacent property; (d) any right or option to purchase the Premises, or any part thereof; or (e) any right or option to terminate the Lease prior to its stated expiration date or to reduce the size of the Premises. (6) (a) The Lease is in full force and effect; (b) the Lease is free from breach or default; and (c) Tenant has no claims against the Landlord and Tenant has no current offsets or defenses against rent or Tenant's obligations under the Lease. Page 25 of 26 300 Busse Rd - PSA (7) Tenant has full possession of and Tenant is currently occupying the Premises, has not assigned the Lease or sublet any part of the Premises and does not hold the Premises (or any part thereof) under an assignment or sublease, except as follows [state" none" if applicable]: (8) The Tenant is not insolvent or bankrupt or otherwise unable to pay its debts as they mature. The undersigned has/have executed this Estoppel Certificate with the knowledge and understanding that or an affiliate or assignee thereof, is acquiring the Premises in reliance on this Estoppel Certificate. Each person signing this Estoppel Certificate for Tenant is duly authorized to bind. The statements contained herein may be relied upon by , and any affiliates or assignees thereof. Dated this day of , 20_ TENANT: GUARANTOR: Page 26 of 26