HomeMy WebLinkAboutRESOLUTION - 8-24 - 1/23/2024 - WINGSPAN 1 E. HIGGINS AND 111 E. HIGGINS REDEVELOPMENT AGREEMENTRESOLUTION NO. 8-24
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF ELK
GROVE VILLAGE AND WINGSPAN DEVELOPMENT GROUP, LLC
1 E. HIGGINS ROAD AND 111 E. HIGGINS 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 document
marked:
REDEVELOPMENT AGREEMENT
a copy of which is attached hereto and made a part hereof as if fully set forth and the Village
Clerk is authorized to attest said 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 2311 day of January 2024.
APPROVED this 23rd day of January 2024.
Village of Elk G,*dve Village
ATTEST:
Lo etta M. Murphy, Village Clerk
REDEVELOPMENT AGREEMENT
THIS REDZJ,
ELOPMENT AGREEMENT ("Agreement"), is made and entered into as
ofth day o efl;G 2024 ("Effective Date"), by and between the Village of Elk Grove
Village, an Illinois home rt municipal corporation located in Cook and DuPage Counties, Illinois
(the "Village"), and Wingspan Development Group, LLC, an Illinois limited liability company, its
successors or assigns (the "Developer.") The Developer together with the Village, are individually
referred to as "Party" and collectively referred to as the "Parties").
RECITALS
A. Pursuant to the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-
1 et seq. (the "Act"), in 2022, the Village adopted the Arlington -Higgins TIF Redevelopment Plan
("Plan") and created the Arlington -Higgins Redevelopment Project Area ("TIF District") in
accordance with the Act. Prior to adopting the Plan, the Village held a public hearing and met
with representatives of area taxing districts to solicit and obtain comments on the Plan.
B. To further realize the goals of the Plan, the Village has acquired certain property
within the TIF District, located at the intersection of Arlington Heights Road and Higgins Road,
which was formerly operated as the "Elk Grove Woods Shopping Center," which was constructed
and opened in 1959, as well as the "Elk Grove Bowl" and "Shell Gas Station." The property
consists of approximately 10.11 acres and is legally described in Exhibit A attached hereto (the
"Property").
C. After acquiring the Property, the Village solicited and received proposals to
redevelop the Property and after review and discussion, the Village selected Developer's proposal
which provided for the demolition of the existing structures on the Property and the construction
of new buildings for retail tenants, an apartment building and townhouses.
D. The Village has agreed to convey the Property to Developer in phases as further set
forth herein. The phases consist of the demolition of remaining existing structures, site
preparation, and the financing and construction of two new retail buildings (collectively, "Retail
Buildings"), an apartment building ("Apartment Building") with a retail space in the ground floor
("Apartment Retail") a parking deck ("Parking Deck"), and townhouses ("Townhouses"). The
Retail Buildings, Apartment Building, Apartment Retail, Townhouses and Parking Deck, along
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with the site work and improvements necessary to construct same, are collectively referred to
herein as the "Project."
E. Developer has represented to the Village that, but for the Village's assistance as set
forth herein, the Project will not be financially feasible.
F. The Village desires to have the Property redeveloped in accordance with the Plan
to eliminate existing blighting factors, attract additional private investment in the Property, insure
the ongoing stability of the Village's taxing base for it and overlapping taxing districts, and to stop
the decline in the assessed valuation of the Property and surrounding areas, all of which will be in
the best interests of the Village by furthering the health, safety, and welfare of its residents and
taxpayers.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
I
RECITALS PART OF AGREEMENT
The recitations set forth in the foregoing recitals are material to this Agreement and are
hereby incorporated into and made a part of this Agreement as though they were fully set forth in
this Article I.
II
MUTUAL ASSISTANCE
The Parties agree to take such actions, including the execution and delivery of such
documents, instruments, petitions and certifications (and, in the Village's case, the adoption by the
Village of such ordinances and resolutions), as may be necessary or appropriate , to carry out the
terms, provisions and intent of this Agreement and to aid, cooperate, and assist each other in
carrying out said terms, provisions and intent.
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III
REDEVELOPMENT PROJECT
3.01 The Project
Developer has agreed to construct the Project, which shall be comprised of the Retail Buildings
having 45,000 square feet of retail space, the Apartment Building with 270 apartment units and
8,000 square feet of retail space, 16 Townhouses, and a Parking Deck with no fewer than 530
parking spaces, all as depicted on the site plan attached hereto as Exhibit B. These numbers and
square footages are approximate.
3.02 Sale of Property.
The Village hereby shall sell the Property to Developer subject to the terms and conditions set
forth in this Agreement. The Village shall convey the parcels of the Property as follows:
A. Sale of Property. Subject to the terms of this Agreement, the Village will sell the
Property to Developer in two separate transactions: the first being the property necessary to
construct the Retail Buildings ("Retail Property"), which are conceptually depicted on Exhibit B
as 'Building B" and 'Building C" and the second being the property necessary to construct the
Apartment Building, Apartment Retail, Parking Garage, and the Townhouses ("Residential
Property") as conceptually depicted on Exhibit B as 'Building A," "Building D1," and "Building
132" The Retail Property consists of approximately 3.52 acres and the Residential Property
consists of approximately 6.59 acres. A legal description of the Retail Property is attached hereto
as Exhibit C and a legal description of the Residential Property is attached hereto as Exhibit D.
Prior to transferring title for either the Retail Property or the Residential Property, the Village shall
record this Agreement or a memorandum thereof.
B. Village Bridge Pro e . The Village intends to retain the right to construct, maintain
and repair the pedestrian bridge connecting the Property to the Forest Preserve over Arlington
Heights Road ("Bridge Property"). The Village shall either reserve a perpetual easement or retain
title to the Bridge Property for the pedestrian bridge. The Bridge Property shall consist of
approximately 6,100 square feet as generally depicted on the Plat of Subdivision, attached hereto
as Exhibit E. The size and location of the Bridge Property may be altered as plans are developed.
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C. Purchase Price. Developer hereby agrees that it will pay to the Village a total of
Seventeen Million Five Hundred Thousand Dollars ($17,500,000.00); Five Million Five Hundred
Thousand Dollars ($5,500,000.00) for the Retail Property and Twelve Million Dollars
($12,000,000.00) for the Residential Property.
D. Purchase and Sale Agreements. Developer and Village shall enter into two Purchase
and Sale Agreements ("PSAs"), one for the Retail Property and one for the Residential Property,
substantially in the forms attached hereto as Exhibit F. The PSAs shall be subject to the terms
and conditions set forth in this Agreement and in the event of a conflict between the PSAs and
this Agreement, the terms of this Agreement shall control.
E. Right to Acquire Residential Property. Developer shall continue to have the right to
acquire the Residential Property as set forth herein, so long as Developer is in compliance with
this Agreement as it relates to the development of the Retail Property.
3.03 Preconditions to Developer's Right to Acquire Property.
Developer's right to acquire the Property is expressly conditioned on meeting the requirements set
forth in this Agreement, including:
A. Developer has submitted the following for review and approval by the Village:
1. Petition for Rezoning;
2. Petition for Special Use
3. Petition for Subdivision showing the Retail Property, the Residential Property and all
supporting documents as required by Village Code;
4. Plat of Survey;
5. Plat of Re -subdivision;
6. Site Plan and renderings;
7. Landscape Plan;
8. Lighting Plan
9. Utility and Stormwater Plan; and
10. Signage Plan.
Developer and the Village understand that some of the forgoing submittals may be
preliminary and subject to revision or modification based on further study and approval by the
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Village. Notwithstanding anything contained herein to the contrary, whenever the Village
approval or consent is required under this Agreement or under the PSAs, unless otherwise
specifically set forth in this Agreement or the PSAs, such approval or consent shall not be
unreasonably withheld, conditioned or delayed by the Village so long as such requests from the
Developer shall conform to all applicable Village and State Codes;
B. Developer must have submitted the permit application and be diligently pursuing all
required approvals from Illinois Department of Transportation ("IDOT");
C. Developer must have submitted the permit application to the Metropolitan Water
Reclamation District ("MWRD") and obtained all required approvals from the MWRD, unless
otherwise approved in writing by the Village Manager;
D. Developer shall deliver a Lease Termination Agreement in the substantially the same
form as attached hereto as Exhibit G executed by the current existing five (5) retail tenants electing
to relocate to the new Retail Building; and
E. Developer shall also have obtained the approval by the Village Plan Commission and
Board of Trustees of petitions for special use, rezoning and subdivision and any other relief from
the zoning and building codes required to construct the Project.
3.04 Conditions for the Purchase of the Retail Pro iwrtv and Residential Pro Derly.
Additionally, prior to the Closing of the sale of each phase of the Property to Developer, the
Developer shall satisfy the conditions set forth in this Section 3.04.
A. Retail Property
1. Developer has represented that the cost of constructing the Retail Buildings will
be not less than Twenty Million and 00/100 Dollars ($20,000,000.00). Prior to the
Village conveying title to the Retail Property, Developer shall present to the
Village written evidence that it has the combined equity and financing in an
amount necessary to construct the Retail Buildings; and
2. Developer shall have posted the performance security required in section 8-
3A-6 of the Village Code and been issued an engineering permit from the Village
allowing Developer to construct site improvements on the Property, or portions
thereof, and
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3. Developer shall have submitted to the Village working drawings and
architectural plans for review and approval to construct Retail Buildings; and
4. Developer shall have negotiated and executed leases for the currently existing
five (5) retail tenants electing to relocate to the new Retail Buildings, and those
leases shall be between Developer and the existing tenant and shall become
effective upon issuance of a Certificate of Occupancy for each of the tenant
spaces in the Retail Buildings. The Developer shall deliver and the Village shall
execute a Lease Termination Agreement for the leases of retail tenants operating
on the Property in the form attached hereto as Exhibit G; and
5. Developer shall submit a document reasonably acceptable to the Village in
recordable form providing for the ingress and egress, mutual parking, and
drainage and signage rights among the owners, tenants, their guests, and invitees
of the Retail Property and Residential Property.
B. Residential PropeLty
1. Developer has represented that the cost of constructing the Apartment
Building, Apartment Retail, Parking Garage and the Townhouses will be not less
than Seventy Million and 00/100 Dollars ($70,000,000.00). Developer shall
provide written evidence to the Village that it has the equity and financing in an
amount sufficient to construct the Apartment Building, Apartment Retail, Parking
Garage and the Townhouses; and
2. Developer shall have obtained a building permit from the Village allowing
Developer to construct the Apartment Building, the Apartment Retail, and
Parking Garage; and
3. Developer shall have completed both of the Retail Buildings as evidenced by a
Certificate of Occupancy issued by the Village.
4. Developer shall have installed the fence as required in paragraph 3.10.
3.05 Environmental Remediation Costs.
With respect to that part of the Residential Property previously utilized as the retail tenant spaces
of the Elk Grove Woods Shopping Center (and thereby excluding the Retail Property), the
Developer shall pay the initial estimated remediation costs in the amount of Three Hundred
Thirty -Five Thousand Dollars ($335,000.00). Upon Developer's acquisition of the Residential
Property and commencement of environmental remediation, the Village shall pay all verified and
confirmed environmental remediation costs exceeding the initial $335,000.00 paid by the
Developer, upon the satisfaction of the preconditions noted in Section 3.04B and delivery of the
documents set forth in Section 4.02.
3.06 Completion of Construction and Certificates of Occupancy.
A. Commencement of Construction. If Developer does not Commence Construction
within one hundred and eighty (180) days of title to the Retail Property being transferred to
Developer ("Construction Commencement Date"), except for the permitting delays or any other
delays as referenced in Section 5.09 extending the Construction Commencement Date for such
time as to allow for construction commencement and subject to the cure periods in Section 5.05,
the Village shall have the right to repurchase that portion of the Property for the amount that was
paid to the Village by Developer by delivering a thirty (30) day written notice to Developer. The
terms "Commence Construction" and "'Commencement of Construction" shall each mean that
the Developer's general contractor has commenced the initial disturbance of soils associated with
clearing, grading, or excavating activities or other construction activities related to the Project or
site development construction work for the Project.
B. Certificates of Occupancy. Upon full completion of the Project or a portion thereof,
provided that Developer's work is completed in substantial accordance with plans and
specifications, subject to field modifications, as approved by the Village, the Village shall issue a
Certificate of Occupancy for both of the Retail Buildings, the Apartment Building, the
Apartment Retail, the Parking Garage and the Townhouses. Upon partial completion of a distinct
section or number of units in the Apartment Building, the Village has agreed to issue a
Temporary Certificate of Occupancy for the completed units.
3.07 Developer's Total Investment in Project.
Developer has represented to the Village that upon completion of the Project, it will have
invested a total capital investment of not less than $100,000,000.00, which capital investment is
adequate to complete the Project and Developer shall provide reasonable evidence of its capital
investment. The Parties understand and agree that Developer may complete the Project for less so
long as Developer completes the Project in accordance with the plans approved and permits issued
by the Village and in conformance with this Agreement. However, Developer's private investment
in the Project including debt and equity shall not be less than $90,000,000.00.
3.08 Deadlines for Other Regulatory Agency Approvals.
A. Metropolitan Water Reclamation District ("MWRD"). The Parties agree that prior to
the Village transferring title to Developer of any portion of the Property, Developer shall submit
the permit application to MWRD and obtain all required approvals from the MWRD prior to
commencing construction, unless otherwise approved by the Village Manager in writing.
B. Illinois Department of Transportation. Developer agrees that it shall petition the Illinois
Department of Transportation ("IDOT") for a permit to construct the Project.
C. information to Village. In pursuing the aforementioned approvals, Developer shall
inform Village of all meetings and provide copies of all formal submittals to any regulatory agency,
and the Village shall assist the Developer in preparing applications and obtaining approvals from
all regulatory agencies. Developer shall diligently pursue all required approvals from the MWRD
and IDOT, along with any other governmental agency having jurisdiction over the Project.
D. Deadlines for Approvals. In the event Developer fails to obtain approvals from the
Village and other regulatory agencies as set forth herein on or before December 31, 2025
("Approval Deadline Date"), Village shall have the right, subject to notice and cure periods herein,
to terminate this Agreement and Developer shall have no further rights to or interest in the
Property. Notwithstanding anything contained herein to the contrary, so long as Developer has
diligently pursued these approvals and continues to pursue these approvals and uses commercially
reasonable efforts to obtain said approvals and any delay is not caused by the Developer, upon
written notice from Developer to the Village, the Approval Deadline Date shall be extended in
increments of 90 days until such approvals are fully obtained or the approvals, or any material
approval required, have been finally denied. If denied, as stated, the Developer shall have no
further rights to or interest in the Property.
3.09 Project Schedule.
A. Subject to the provisions of Section 5.09, Developer has provided the Village with its schedule
for commencing and completing the Project as follows:
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1. Developer shall Commence site development Construction of the Retail Property no
later than September 1, 2024; and
2. Developer shall Commence Construction of the Retail Buildings no later than December
1, 2024 and shall have obtained a Certificate of Occupancy for both Retail Buildings on or
before February 28, 2026; and
3. Developer shall commence construction of the Apartment Building and Parking Garage
on or before June 1, 2026 and shall obtain Certificates of Occupancy for the Apartment
Building, Parking Garage, and Townhouses on or before February 28, 2028.
The Village Manager may consent to modification to the commencement and completion
deadlines; once approved by the Village Manager, the Parties shall modify the dates in a written
agreement.
3.10. Fence at East and Southern Property Lines.
Prior to acquisition of the Residential Property, Developer hereby agrees to install a fence located
along the east and south property lines as depicted on Exhibit B. The fence shall be eight feet tall
and the style and material of the fence shall be equivalent to the Buffrech Allegheny style fence
as depicted in Exhibit B-1. Prior to Developer entering onto the Property to install the fence,
the Village shall grant Developer a license to enter onto its Property and Developer shall
deliver evidence of general liability insurance in accordance with Paragraph 5.07.
IV
TAX INCREMENT FINANCING
4.01. Incremental Pledged Revenue.
Developer hereby represents to the Village that but for the Village's commitment to make tax
increment financing available, the Project would not be economically viable. The Parties agree
that TIF, implemented in accordance with the terms and provisions of the Act, will be a source of
reimbursement for eligible items as set forth in the Act; specifically, the Village will reimburse
Developer for all costs listed in Exhibit H ("TIF Improvements") in an amount not to exceed the
sum of Twenty -Four Million and Five Hundred Thousand Dollars ($24,500,000.00)
("Assistance"). The Village shall reimburse Developer for only those costs listed in Exhibit H,
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unless otherwise agreed to in writing by the Village Manager, with all costs being considered
"eligible" in the Act.
4.02. Reimbursement to Developer.
Developer may submit requests to the Village seeking reimbursement for costs listed in Exhibit H
in accordance with this section. The Developer may submit requests for reimbursement along with
documentation that the TIF Costs have been incurred and paid for; Developer shall provide
additional information upon a reasonable request of the Village, including construction draws and
title company disbursement statements. The Village agrees to timely pay the following amounts
so long as Developer meets the following milestones:
A. Upon Commencement of Construction on the Retail Property, the Village shall
reimburse Developer Three Million Five Hundred Thousand Dollars ($3,500,000.00);
B. Upon completion of the required fence at the east and southern property lines, as
outlined in Section 3.10, the Village shall reimburse Developer One Million Dollars
($1,000,000.00);
C. Upon completion of the exterior shell of the two (2) Retail Buildings, the Village shall
reimburse Developer Four Million Dollars ($4,000,000.00);
D. Upon Commencement of Construction on the Residential Property, the Village shall
reimburse Developer Five Million Dollars ($5,000,000.00);
E. Upon the "Substantial Completion" of the Parking Deck, the Village shall reimburse
Developer Three Million Dollars ($3,000,000.00). "Substantial Completion" shall
mean that the Parking Deck is constructed and available for temporary tenant use even
if not actually used; and that Developer is in compliance with all applicable code
requirements regarding life/safety, or other requirements of the State of Illinois.
F. Upon issuance of the first Temporary Certificate of Occupancy for the Apartment
Building, the Village shall reimburse Developer Two Million Dollars ($2,000,000.00);
G. Upon the Village's issuance of a Certificate of Occupancy of the fully completed
Apartment Building, the Village shall reimburse Developer Two Million Dollars
($2,000,000.00);
H. Upon the issuance of a Certificate of Occupancy for the Apartment Retail, the Village
shall reimburse Developer Two Million Dollars ($2,000,000.00); and
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I. Upon the issuance of a Certificate of Occupancy for the Townhouses, the Village shall
reimburse Developer Two Million Dollars ($2,000,000.00).
The Village shall make the foregoing payments to the individual or entity as directed in writing by
the Developer upon the Village's reasonable verification of the requested payments provided to
the Village.
4.03. Village's Right to Inspect Books & Records.
The Developer agrees that, up to one year after completion of the Project, the Village, with
reasonable advance notice and during normal business hours, shall have the right and authority to
review, audit, and copy the Developer's books and records ("Books") relating to the TIF
Improvements reimbursed by the Village hereunder (including all loan statements, general
contractor's sworn statements, general contracts, subcontracts, material purchase orders, waivers
of lien, paid receipts and invoices) in order to confirm that the funds being reimbursed to the
Developer were used to construct the TIF Improvements listed in Exhibit H attached hereto.
Information submitted to the Village regarding the financial terms of the Project are governed by
the Illinois Freedom of Information Act ("FOIA") ( 5 ILCS 140/1) will be subject to disclosure
unless exempted by Section 7 of the Act.
4.04 Reporting.
The Act and the State of Illinois require municipalities with TIF Districts to complete and file an
annual report providing certain information for each TIF District within the municipality.
Developer hereby agrees that it shall cooperate with the Village in compiling the required
information including:
A. The number of jobs created during the previous year;
B. Developer's projected return on investment which Developer shall provide to the
Village within thirty (30) days of the date the Village executes this Agreement which
Developer shall update from time -to -time as the Village may request; and
C. Any other information requested by the Village that it needs to comply with the
Comptroller's requirements for annual reporting, which the State may modify from
time -to -time.
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V
ADDITIONAL PROVISIONS
5.01 Deposit
Upon execution of this Agreement, the Village shall give the Developer the exclusive right to
acquire the Property on the terms and conditions as set forth herein and hereby agrees not to market
the Property to other interested parties. As consideration, Developer agrees that upon the Village's
execution of this Agreement, it will make a deposit with the Village of One Hundred Fifty
Thousand Dollars ($150,000.00) ("Deposit") . The Deposit will be held by the Village and shall
be deemed the "Earnest Money" required in each of the PSAs with Seventy -Five Thousand Dollars
($75,000.00) allocated to the Retail Property as Earnest Money and Seventy -Five Thousand
Dollars ($75,000.00) allocated as Earnest Money for the Residential Property. When Developer
acquires each of the Properties, then funds from the Deposit shall be applied towards the purchase
price of that portion of the Property when acquired by Developer. In the event that Developer does
not acquire the Property and is not in default of this Agreement or either of the PSAs, the Deposit
shall be immediately refunded to Developer in accordance with the terms of the applicable PSA.
To the extent there is a conflict between the PSA and this Agreement, the terms and conditions set
forth in this Agreement shall control.
5.02 Site Access
Developer shall maintain reasonable access from the existing retail buildings to both Higgins Road
and southbound Arlington Heights Road until the Village issues a Certificate of Occupancy for
both Retail Buildings. Such access shall be subject to only necessary temporary closures that may
be required to complete construction, but such closures shall not exceed seven (7) consecutive
days. The Village shall grant a temporary revocable license for Developer and its contractors to
enter onto Lot 2 of the Property as the Retail Buildings are under construction.
5.03 Public Improvements.
A. The Parties agree that notwithstanding the phasing of the Project, Developer shall
construct, at Developer's sole cost, public water mains located within or along the Arlington
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Heights Road and E Higgins Road rights -of -way (excepting water service lines connecting the
buildings to these lines), as depicted on the Preliminary Engineering Plans. These public water
mains shall be constructed by the Developer as required by the Village's Subdivision Control
Ordinance and shall be transferred from the Developer to the Village for ownership and
maintenance after completion of construction and approval by the Village, in accordance with the
terms and provisions of the Village's Subdivision Control Ordinance
5.04 Events of Default.
A. Developer Event of Default: Subject to any cure periods noted herein, the following
shall constitute an Event of Default on behalf of Developer:
(1) fails to Commence Construction on any phase of the Project within
the timeframes set forth herein unless otherwise agreed to by the Village in writing;
(2) fails to develop the Project in substantial accordance with this
Agreement and the plans approved by the Village;
(3) fails to complete the public improvements described in Paragraph
5.03;
(4) fails to pay or cause to be paid any uncontested real estate tax due
and owing on the Project as they become due and owing;
(5) fails to complete either the Retail Buildings, the Apartment
Building, Parking Garage, or the Townhouses within the timeframes set forth herein
unless otherwise agreed to by the Village in writing: or
(6) assigns this Agreement or transfers the Property or this Agreement in
violation of the terms of this Agreement. In the event of a Developer default, the Village
shall have the right to reacquire any portion of the Property conveyed by the Village for
which Developer has not Commenced Construction for the acquisition price as outlined in
Section 3.02 (C), to terminate Developer's right to acquire and develop any of the
remaining unconveyed Property and to cease making any payments set forth in Article IV
hereof.
B. ViIlage Event of Default: If the Village defaults in the performance of any of its
obligations under this Agreement and such default remains uncured after any applicable notice and
lapse of cure period noted herein, Developer shall have the right to pursue all remedies available
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to Developer at law or in equity including, but not limited to an action to compel the Village's
specific performance of the provisions of this Agreement.
C. Litigation, In the case of an Event of Default by either party hereto, if a party fails to
cure after receipt of notice as provided herein, the aggrieved party may institute such proceedings
as may be necessary or desirable in its opinion to cure or remedy such default or breach including
but not limited to proceedings to compel specific performance by the party in default or breach of
its obligations. The non -defaulting party may initiate a cause of action in the Circuit Court of
Cook County and the prevailing party shall be responsible for reasonable attorneys, fees and
costs.
5.05 Cure Period.
Before any failure of any Party to perform any obligations under this Agreement shall be deemed
to be a breach or Event of Default of this Agreement, the Party claiming such failure shall notify,
in writing, the Party alleged to have failed to perform its obligation and shall demand performance.
No breach of Event of Default of this Agreement may be found to have occurred if performance
has reasonably commenced within sixty (60) days of the receipt of such notice. The Village
reserves its right to issue stop work orders in the event of a life safety violation.
5.06 Construction Indemnity.
The Developer covenants and agrees, at its expense, to indemnify and save the Village, and its
officers, agents, employees, consultants and attorneys (the "Indemnitees") harmless against, any
actions, claims, and damages adjudicated to be a result arising directly from the Developer's
construction of the Project, unless such claims, actions, and damages are adjudicated to have arisen
by reason of the negligent acts or omissions of the Village and its officers, agents, employees,
consultants and attorneys.
5.07 Insurance.
The Developer agrees to obtain and cause its contractors to obtain workmen's compensation as
required by applicable law and general liability insurance coverage in the amount of $1,000,000.00
per occurrence and $2,000,000.00 in the aggregate, with respect to construction of the Project.
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Developer shall deliver to the Village a certificate of insurance naming the Village as an additional
insured on the general liability policy.
5.08 Prevailing Wage.
Developer shall be responsible for meeting the requirements of the Illinois Prevailing Wage Act
(820 ILCS 130 et seq.), (the "Wage Act") to the extent the Wage Act is deemed applicable to the
Project as determined by the State of Illinois Department of Labor. Developer hereby indemnifies
the Village for any fines, penalties or other charges including reasonable attorney's fees incurred
as a result of Developer's failure to satisfy the requirements of the Wage Act. Moreover, if the
State of Illinois determines the TIF Improvements are subject to the Wage Act, the Village shall
have no obligation to make any additional payments to Developer until Developer submits the
documentation required by the Wage Act upon which submittal payments will resume and any
delayed payments will be made.
5.09 Delay.
For the purposes of any of the provisions of this Agreement, neither the Village nor Developer,
nor any successor in interest, shall be considered in breach or default of its obligations under this
Agreement in the event of any delay caused by events or conditions beyond the reasonable control
of the Party being charged with breach or default which has prevented the Party from performing,
fulfilling, or discharging its respective obligations hereunder and the timeframes for performance
of those obligations shall be extended by amount of time commensurate with the period of delay.
For the avoidance of doubt, abnormal delays in the processing and issuing of permits and approvals
and delays associated with seasonal or weather -related limitations on or interference with
construction activities, other than those caused by Developer or its contractors, acts of God, labor
disputes, civil commotion, fire or other casualty, acts of terrorism, acts of war, shall constitute
delays to which this Section 5.09 applies. Neither economic hardship nor Developer's inability to
finance the construction of the Project shall be considered an excusable delay.
5.10 Building, Subdivision Codes.
The Parties agree that construction of the Project shall comply with all applicable federal, state
and Village building codes.
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5.11 Covenant to Pay Taxes.
Developer hereby covenants to pay or cause to be paid all real estate taxes levied against any parcel
of the Project that has been transferred to it promptly, as soon as they become due and owing.
Notwithstanding the foregoing, the Developer shall have the right to contest, challenge, or seek
reductions in assessed value for each of the lots to be created on the Property.
5.12 Powers.
The Village hereby represents and warrants that the Village is a home rule unit of government and
has full constitutional and lawful right, power and authority, under current applicable law, to
execute and deliver and perform the terms and obligations of this Agreement, including but not
limited to the right, power and authority to convey the Property as described herein, and this
Agreement has been or will be duly and validly authorized and approved by all necessary Village
proceedings, findings and actions, including those required under the Act.
5.13 Authorized Parties.
Whenever under the provisions of this Agreement or other related documents approval of the
Village is required, such approval may be granted by the Village Manager or his designee; and for
the Developer, by any managing member or officer as designated in writing from time to time (in
any event, the managing members of Developer executing this Agreement are so authorized).
5.14 Time of Essence.
Time is of the essence of this Agreement. The Parties will make every reasonable effort to expedite
the subject matters hereof and acknowledge that the successful performance of this Agreement
requires their continued and timely performance and cooperation.
5.15 Amendment.
This Agreement, and any exhibits attached hereto, may be amended only by the mutual consent of
the Parties, as evidenced by the execution of said amendment by the Parties or their successors in
interest.
16
5.16 No Other Agreement.
Except as otherwise expressly provided herein and in the PSAs, this Agreement supersedes all
prior agreements, negotiations and discussions relative to the Project or the Village's assistance.
This Agreement is the full integration of the agreement of the Parties.
5.17 Assigns.
This Agreement shall be binding upon the Parties and their respective successors and assigns.
Developer shall not sell or otherwise transfer any portion of the Project or this Agreement and the
payments set forth herein until Developer has received a Certificate of Completion from the
Village in the form attached hereto as Exhibit I attached hereto without the written consent of the
Village 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. Village shall not unreasonably
delay, deny, condition, or withhold its approval or consent. Once a Certificate of Completion is
issued for a phase, no consent shall be required for any sale or transfer of that portion of the
Property.
5.18 Severability.
If any provision, covenant, agreement or portion of this Agreement, or its application to any
person, entity or property, is held invalid, such invalidity shall not affect the application or validity
of any other provisions, covenants or portions of this Agreement and, to that end, any provisions,
covenants, agreements or portions of this Agreement are declared to be severable.
5.19 Illinois Law.
This Agreement shall be construed in accordance with the laws of the State of Illinois and any
disputes arising from the Project or this Agreement shall be heard in the Circuit Court of Cook
County, Illinois. In the event either Party files a lawsuit to enforce its rights under the Agreement,
the non -prevailing Party shall pay the reasonable attorneys' fees and costs to the Prevailing Party
within thirty (30) days of the final judgment of the Court being issued.
5.20 Notice.
All notices and requests required pursuant to this Agreement shall be sent as follows:
17
To the Develo cr:
Wingspan Developer Group
1001 Feehanville Drive
Mount Prospect, IL 60506
Attn: Jason Macken
With a copy to:
Wingspan Developer Group
1001 Feehanville Drive
Mount Prospect, IL 60506
Attn: Carolyn Stahammer
To the Villa e:
Office of the Village Manager
Village of Elk Grove Village
901 Wellington
Elk Grove Village, Illinois 60007
With a copy to:
Office of the Village Attorney
Village of Elk Grove Village
901 Wellington
Elk Grove Village, Illinois 60007
And a copy to:
Office of the Village Clerk
Village of Elk Grove Village
901 Wellington
Elk Grove Village, Illinois 60007
And a copy to:
William J. Payne
Attorney at Law
1100 W. Northwest Highway, #103
Mount Prospect, Illinois 60056
18
Tel: (847) 483-5027
W i i [ iarnjpayne7namol.com
or at such other addresses as the Parties may indicate in writing to the other; such notice to be
giving either by personal delivery, courier, or by certified mail, return receipt requested, with proof
of delivery thereof. Mailed notices shall be deemed effective on the date of mailing; all other
notices shall be effective when delivered.
5.21 Partnership; No Third -Party Beneficiaries.
Nothing contained herein shall be construed as creating a partnership between the Village and
Developer or as creating or conferring any interest or benefit upon any third party.
5.22 Counterparts and Electronic Copies.
This Agreement may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same agreement.
5.23 Recordation.
The Parties agree to record this Agreement or a memorandum thereof against the Property with
the Cook County Clerk Recordings Division, as stated herein. Developer shall not record any
document or lien against the Property unless and until the Village conveys title to Developer. Upon
Developer's completion of each phase of the Project, the Village shall deliver to Developer a
Certificate of Completion in recordable form as set forth in Exhibit I attached hereto and
incorporated herein, which shall be evidence that Developer has completed all its obligations under
this Agreement.
5.24 Exhibits.
The exhibits attached to this agreement are hereby incorporated into and made a part of this
Agreement.
[SIGNATURE PAGES TO FOLLOW]
19
IN WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all
requisite authorizations as of the date first above written.
ATTEST;
Loretta Murphy, Villaue Clerk,'
VILLAGE OF ELK GROVE VILLAGE,
COOK AND DUPAGE COUNTIES, ILLINOIS,
an
Illinois ivlunici
By:
Mayo]
WINGSPAN DEVELOPMENT GROUP, LLC
By
Its: j11a#,1!,_'niber
STATE OF ILLINOIS )
SS
COUNTY OF COOK )
]eA�tt��OX- , a Notary Public in and for the said County, in the State aforesaid, DO
HEREBY CERTIFY that Craig B. Johnson, Mayor of the Village of Elk Grove Village,
personally known to me to be the same person whose name is subscribed to the foregoing
instrument as such Mayor, appeared before me this day in person and acknowledged that he/she
signed and delivered the said instrument as his/her own free and voluntary act and as the free and
voluntary act of said Village, for the uses and purposes set forth therein; and the said Village Clerk
then and there acknowledged that he/she, as custodian of the corporate seal of said Village, did
affix the corporate seal of said Village to said instrument, as his/her own free and voluntary act
and as the free and voluntary act of said Village, for the uses and purposes set forth therein.
Witness my hand and notarial seal this&day 2024.
Public
My Commission Expires
(Seal)
OFFICIAL SEAL
JENNIFER MAHON
NMY COMMISS ON EIS
XPIRES:121271OTARY PUBLIC - STATE OF 024
21
STATE OF
SS
COUNTY OF 0,QQ4_ )
n a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY thatQg�j
and an Illinois
personally known to me to be the persons whose names are subscribed to the
foregoing instrument as such appeared before me this day in person and acknowledged
that they signed, sealed and delivered the said instrument as their free and voluntary act for the
uses and purposes therein set forth.
GIVEN UNDER my hand and Notarial Seal this a( _ day of c,T UQY 2024.
My Commission Expires:
NOTARY PUBLIC
CAROLYN STRAHAMMER
Official Seal
Notary Public - State of Illinois
My Commission Expires Sep 22, 2026
22
EXHIBITS
A. Legal Description of the Property
B. Site Plan
B-1 Description of Required Fence
C Legal Description for Retail Property
D. Legal Description for Residential Property
E. Plat of Subdivision
F. Form of Purchase and Sale Agreements
G. Form of Lease Terminations
H. TIF Improvements
I. Village Certificate of Completion
23
FXHIB1T A - Leizal .Descri ption of the 13ro er
OVERALL
ELK GROVE WOODS SUBDIVISION
ELK GROVE VILLAGE, ILLINOIS
PARCEL 1:
LOT 1 IN SHELL OIL COMPANY'S CONSOLIDATION PLAT OF PART OF THE SOUTHEAST QUARTER
OF SECTION 21, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN
ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT NUMBER 92476264, IN COOK
COUNTY, ILLINOIS, EXCLUDING THAT PART OF SAID LOT 1 CONVEYED TO THE ILLINOIS
DEPARTMENT OF TRANSPORTATION PER FINAL JUDGEMENT ORDER FOR CONDEMNATION CASE
NO. 941-50322 RECORDED AS DOCUMENT 00391601.
PARCEL 2:
THAT PART OF LOT 1 IN ELK GROVE VILLAGE SECTION 1 NORTH, BEING A SUBDIVISION IN THE
SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD
PRINCIPAL MERIDIAN, LYING NORTHERLY OF A LINE DRAWN FROM A POINT IN THE MOST
EASTERLY LINE OF SAID LOT 1, 241.29 FEET NORTHERLY AS MEASURED ALONG SAID EASTERLY
LINE OF THE SOUTHEASTERLY CORNER OF SAID LOT 1, TO A POINT IN THE MOST WESTERLY LINE
OF SAID LOT 1, 191.54 FEET NORTHERLY OF THE SOUTHWESTERLY CORNER OF SAID LOT 1, IN
COOK COUNTY, ILLINOIS. EXCLUDING THAT PART OF SAID LOT 1 OBTAINED BY THE ILLINOIS
DEPARTMENT OF TRANSPORTATION BY CONDEMNATION CASE NO. 941-50598
PARCEL 3:
THAT PART OF LOT 1 IN ELK GROVE VILLAGE SECTION 1 NORTH, BEING A SUBDIVISION IN THE
SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD
PRINCIPAL MERIDIAN, LYING SOUTHERLY OF A LINE DRAWN FROM A POINT IN THE MOST
EASTERLY LINE OF SAID LOT 1, 241.29 FEET NORTHERLY AS MEASURED ALONG SAID EASTERLY
LINE OF THE SOUTHEASTERLY CORNER OF SAID LOT 1, TO A POINT IN THE MOST WESTERLY LINE
OF SAID LOT 1, 191.54 FEET NORTHERLY OF THE SOUTHWESTERLY CORNER OF SAID LOT 1, IN
COOK COUNTY, ILLINOIS. EXCLUDING THAT PART OF SAID LOT 1 CONVEYED TO THE ILLINOIS
DEPARTMENT OF TRANSPORTATION BY TRUSTEE'S DEED RECORDED AS DOCUMENT 94119736.
ALSO BEING DESCRIBED AS FOLLOWS:
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:
BEGINNING 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 222.36 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 47 MINUTES 38
SECONDS EAST, A DISTANCE OF 222.31 FEETTO 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 FEETTO 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 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 647.07 FEETTO THE SOUTHEAST CORNER OF SAID LOT 1; THENCE
NORTH 80 DEGREES 10 MINUTES 51 SECONDS WEST, ALONG A SOUTH LINE OF SAID LOT 1, A
DISTANCE OF 292.22 FEETTO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS.
CONTAINING: 440,452 SQUARE FEET OR 10.112 ACRES, MORE OR LESS
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EXHIBIT C - Le al Description for Retail Property
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 PLATTHEREOF
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
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
EXHIBIT D - Levi Description for Residential Property
RESIDENTIAL
LOT 2 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:
BEGINNING 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 A POINT; THENCE SOUTH 82 DEGREES 25
MINUTES 35 SECONDS EAST, A DISTANCE OF 436.24 FEET; THENCE SOUTH 50 DEGREES 46
MINUTES 31 SECONDS EAST, A DISTANCE OF 171.56 FEET TO THE EAST LINE OF SAID LOT 1 IN ELK
GROVE VILLAGE SECTION 1 NORTH SUBDIVISION; THENCE SOUTH 39 DEGREES 13 MINUTES 29
SECONDS WEST, ALONG SAID EAST LINE, A DISTANCE OF 645.19 FEETTO THE SOUTHEAST CORNER
OF SAID LOT 1; THENCE NORTH 80 DEGREES 10 MINUTES 51 SECONDS WEST, ALONG A SOUTH
LINE OF SAID LOT 1, A DISTANCE OF 292.22 FEET TO THE POINT OF BEGINNING, ALL IN COOK
COUNTY, ILLINOIS.
CONTAINING: 287,109 SQUARE FEET OR 6.591 ACRES, MORE OR LESS
EXHIBIT E
FINAL PLAT OF SUBDIVISION
OF
ELK GROVE WOOD'S
ro
YH1'O�AII NT m �rt1 (OItt) VTUaIY (asR 0.A•11OK
SUBDIVISION
�PARTOFTNE�UTNFASTIN NEB�ANIN o�K o NYI „ EAST oFTNETNRDP�N IPw
.— E
OWNERID�EVELOPER
I;J
CURRENT P.I.N.:
LEGEND
!x BGLIONCF LIME
— — . sk LOT UNE
. Fl EASETIUVT WE
AOIR W W, W
. P•WBSm LOT LD+E
ix! 1Gf . 4EA5WEB N'>71LUILW
RECORD NFORNATIpI
e FOUND IRON RO0/PIPE
• FOND OT CA055
• FOND NAG NAA.
• to" ALLN•NI LIBL
RECORDER'S STAMP
AREA 9 MARY-
a4Ea oMA --' mom w!
PREPARED BY:
am
f•%�� _ f00 Dx a.m.R
'20'LAWR.
SURVEYOR'S NOTES I
I.DISTANCES ARE NARKED IN FEET AND OEDMAL PLACES
THEREOF. MEAAIREMENTS SHOW) IN PARENDIESIS ()OK) ARE
RECORD VALUES
%•R W (R) NIo DUMB WARIRINGUAND LENGTH (N)EOTHs (L).
IN O MEASUREMENT SHALL BE ASSUMED BY SC —
MEASUREMENT
♦.EASEMENTS AND SETBACKS AS SHOW) N THE RATTED
SUBDM90N ARE HEREBY GRANTED TO THE MLLAGE OF EUf
HOVE MLLAGE
B.IN ACCORDANCE WN CHAPTER 765 ILLS SECRN 305/I.
5/5'% 24- IROI RODS WLL BE SET AT Al LOT CpI l
ANO PONTS OF GENETRIC NAN., UNLESS YLBIRi
OTNERWSE. CONTACT SURYEYN OF RECND WiH
OISGREPANDES FOND IN THE FIELD,
), • DENOTES SET CNNETE MNIRlENTS
B BLANKET WORESS/EGRESS. REDPROCAL PARHMG AND UTIUTY
EASEMENTS WLL BE GRANTED BY A SEPARATE 0—RIENT.
ELK GROVE WOODS:'L C A C C
S
} ELK GROVE VILLAGE, ILLINOIS
# FINAL PLAT OF SUBDIVISION hi ❑ CIVIL r-i r, ti I i. is v (,
EXHIBIT E
OWNER/DEVELOPER
CURRENT P.I.N.:
w-M-Ww 61/
AREA SUMMARY:
PREPARED BY:
vaa ieoT mN. >�E xxA
MRc . Nawx
LEGEND
-�- - E! BDLN0.ARY SRIE
+IX. WT IwE
----^ix EATZ .SwE
_Li Wort w", we
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(KAXKK) - RECORD INFp1MAYw
O - FWND IKON RDD/NPE
- Fo D CUT CROSS
- F"D MAD NAIL
• - FOUND ALW M DISK
2
FINAL PLAT OF SUBDIVISION
OF
ELK GROVE WOOD'S
SUBDIVISION
OFPMTDFT���HEAn„T � lT—POD::�s E„EA—T� 13—
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SURVEYOR'S NOTES
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January 23, 2024/Retail Property
EXHIBIT F
AGREEMENT - REAL ESTATE TERMS AND CONDITIONS
FOR CONVEYANCE OF VILLAGE -OWNED PROPERTY
This Agreement is entered into this day of , 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
111 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 I I I 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. The Parties acknowledge that they have entered into a Redevelopment Agreement dated
. 2024, to redevelop the properties commonly and formerly
known as the "Elk Grove Woods Shopping Center", the former "Elk Grove Bowl", and the
January 23, 2024/Retail Property
EXHIBIT F
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;
2
January 23, 2024/Retail Property
EXHIBIT F
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 50150. 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
January 23, 2024/Retail Property
EXHIBIT F
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
4
January 23, 2024/Retail Property
EXHIBIT F
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/PURCHASER 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
January 23, 2024/Retail Property
EXHIBIT F
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
2
January 23, 2024/Retail Property
EXHIBIT F
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.
7
January 23, 2024/Retail Property EXHIBIT F
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
gkn i ckerbocker@el kgrove. org
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 ,elk ro�g
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
william' a ne7 a aol.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@winjzspandey.com
wingspandev.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 cstrahammeroa7wings pande�.com
EXHIBIT F
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. NUN -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
6
January 23, 2024/Retail Property
EXHIBIT F
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
10
January 23, 2024/Retail Property
By:
Name:
Its Managing Member
ATTEST:
By:
Name/Title:
IM
Mayor Craig B. Johnson
ATTEST:
I0
EXHIBIT F
Loretta M. Murphy, Village Clerk
DATE: DATE:
11
January 23, 2024/Retail Property
EXHIBIT F
Exhibit 1
Legal Description of Village Parcel
12
January 23, 2023/Residential Property
EXHIBIT F
AGREEMENT - REAL ESTATE TERMS AND CONDITIONS
FOR CONVEYANCE OF VILLAGE -OWNED PROPERTY
This Agreement is entered into this day of , 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
non -vacant real property owned by the Village and commonly known as 53 S. Arlington Heights
Road, and also I I 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, (tile "Village" or the "Seller"), having its principal
office located at 901 Wellington Avenue, EIk 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 non -vacant parcel of real property commonly known as 53 S.
Arlington Heights Road, and also i I I E. Higgins Road, Elk Grove Village, Illinois, 60007,
with corresponding PIN's being 08-21-403-030-0000, 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 Twelve Million Dollars ($12,000,000.00), 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. The Parties acknowledge that they have entered into a Redevelopment Agreement dated
2024, to redevelop the properties commonly and formerly
known as the "Elk Grove Woods Shopping Center", the former "Elk Grove Bowl", and the
January 23, 2023/Residential Property
EXHIBIT F
former "Shell Gas Station", consisting of approximately 10.11 acres and as legally
described in Exhibit A attached to the RDA (collectively the "Properties")..
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 a separate 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 pursuant to this separate successive Agreement.
D. 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)131 of the RDA.
E. 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;
• 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.
2
January 23, 2023/Residential Property EXHIBIT F
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 50150. 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
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,
January 23, 2023/Residential Property
EXHIBIT F
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
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
4
January 23, 2023/Residential Property
EXHIBIT F
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. DEVELOPERIPURCHASER INVESTIGATIONS AND DUE DILIGENCE. Subject
to any existing tenant leases and all limitations hereinafter specified, Purchaser shall have
the right for one (1) day 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
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
5
January 23, 2023/Residential Property
EXHIBIT F
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
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
January 23, 2023/Residential Property
EXHIBIT F
substantially the same condition existing immediately prior to Purchaser'
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.
(f) However, and notwithstanding anything to the contrary hereinabove set forth in
this Agreement, and only with respect to that part of the Residential Property
previously utilized as the retail tenant spaces of the Elk Grove Woods Shopping
Center, (and thereby excluding the Retail Property), the Developer shall pay the
initial estimated remediation costs in the amount of Three Hundred Thirty -Five
Thousand Dollars ($335,000.00). The Village agrees to pay all verified and
confirmed environmental remediation costs exceeding the initial $335,000.00
paid by Developer, upon the satisfaction of the preconditions noted in Section
3.04 of the RDA.
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
7
January 23, 2023/Residential Property
EXHIBIT F
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.
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 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
mroana,elk! r_ og ve.org
With a copy to:
William J. Payne
Attorney at Law
1100 W. Northwest Hwy., #103
Mount Prospect, IL 60056
Tele.: 847/483-5027
Fax No: 847/483-5029
williaiiiipayne7@aal.com
If to Developer:
Jason Macklin
Director of Development
Wingspan Development Group, LLC
8
January 23, 2023/Residential Property EXHIBIT F
1001 Feehanville Drive
Mount Prospect, IL 60056
Tele.: 847/394-6200
Fax No: 847/394-6205
Email imackliii@wingspandev.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 cstrahammer a,wings ande�v.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
9
January 23, 2023/Residential Property
EXHIBIT F
exclusive remedy for such default, Seller shall be entitled to retain the Earnest
Money and any interest earned thereon; it being agreed between Purchaser and
Seller that the amount of the Earnest Money shall be liquidated damages for a
default of Purchaser hereunder, because of the difficulty, inconvenience and
uncertainty of ascertaining actual damages for such default in view of the
uncertainties of the real estate market, fluctuating Property values, and differences
of opinion with respect to damages for breach of a real estate transaction.
(b) Seller's Default. If Seller fails to perform in accordance with the terms of this
Agreement and such default is not cured within 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:
10
January 23, 2023/Residential Property
EXHIBIT F
WINGSPAN DEVELOPMENT GROUP, ELK GROVE VILLAGE, Cook and DuPage
LLC, an Illinois Limited Liability Company Counties, Illinois, an Illinois Municipal
Corporation
By:
Name:
Its Managing Member
ATTEST:
By:
Name/Title:
Mayor Craig B. Johnson
ATTEST:
Loretta M. Murphy, Village Clerk
DATE: DATE:
11
January 23, 2023/Residential Property
EXHIBIT F
Exhibit 1
Legal Description of Village Parcel
12
EXHIBIT G
LEASE TERMINATION AGREEMENT
This LEASE TERMINATION AGREEMENT is entered into this day of ,
2024, by and between the Village of Elk Grove Village, an Illinois home rule municipal
corporation located in Cook and DuPage counties ("Village") and , LLC, an
Illinois , ("Tenant"). The Developer together with the Tenant are collectively
referred to as the "Parties."
RECITALS
A. Tenant has a lease ("Lease") for the property located at ("Premises")
located within the Elk Grove Woods Plaza (the "Plaza"). The Lease gives Tenant the right to
conduct its business activities therein. By its terms, the Lease, as amended, terminates on
B. The Village has entered into a Redevelopment Agreement with Wingspan Development
Group, LLC ("Developer") pursuant to which Developer will redevelop the Plaza by replacing
the existing retail/commercial space with newly constructed buildings; Tenant is negotiating with
the Developer to enter into a lease ("Replacement Lease") for a space in the newly constructed
buildings.
C. The Village has agreed to terminate the Lease effective sixty (60) days after the Delivery
Date, as defined in the Replacement Lease.
D. The Village and Tenant have agreed to terminate the Lease and vacate the Premises and
the Plaza under the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreement contained herein and other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the Parties do hereby agree as follows:
Page 1 of 3
EXHIBIT G
RECITALS PART OF AGREEMENT
The recitations set forth in the foregoing recitals are material to this Agreement and are hereby
incorporated into and made a part of this Agreement as though they were fully set forth in this
Article I.
II
TERMINATION OF LEASE
2.01 Termination of Lease. The Parties hereby agree that the Lease shall be terminated as of
sixty (60) days after the Delivery Date, as defined in the Replacement Lease.
2.02 Personal Pro[)erty. Tenant shall have the right to remove any and all personal property
prior to Termination of Lease on the same terms and conditions set forth in the Lease.
2.03 No Further Claims. The Parties hereby agree that neither Party shall have any claim or
cause of action against the other arising from the Lease, the Replacement Lease and this Lease
Termination Agreement. Tenant further acknowledges that as of the effective date of the
Replacement Lease, it shall have no right to enter or occupy the Premises or the Plaza other than
expressly stated in the Replacement Lease.
2.04 No Other Agreemnn . This Lease Termination Agreement contains all agreements and
understanding between the Parties, who agree that there are no other promises or representations
between.
2.05 Illinois Law. This Termination Agreement shall be construed in accordance with the laws
of the State of Illinois.
[SIGNATURE PAGES TO FOLLOW]
Page 2 of 3
EXHIBIT G
IN WITNESS WHEREOF, the Parties have duly executed this Lease Termination Agreement
pursuant to all requisite authorizations as of the date first above written.
VILLAGE OF ELK GROVE VILLAGE,
COOK AND DUPAGE COUNTIES, ILLINOIS,
an
Illinois Municipal Corporation
Mayor Craig B. Johnson ,
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
TENANT
By:
Its:
Page 3 of 3
EXHIBIT H
ARLINGTON-HIGGINS ESTIMATED TIF-ELIGIBLE COSTS Cost
1 Architecture and Engineering
$
2,500,000.00
2 Analysis, Planning, Design, Due Diligence, Legal, consultants, professional fees
$
4,500,000.00
3 Marketing Costs
$
200,000.00
4 Demolition, Site prep
$
12,000,000.00
5 Environmental Remediation
$
500,000.00
6 Tenant Relocation Expenses including Leasehold Improvements / Buildout costs
$
5,000,000.00
7 Public Works and Improvements required in RDA
$
2,000,000.00
8 Other Soft Costs and Professional Fees
$
4,000,000.00
9 Financing Costs
$
2,000,000.00
10 Leasing Commissions
$
400,000.00
TOTAL TIF-ELIGIBLE PROJECT COSTS
$
33,100,000.00
"IN THE EVENT OF SAVINGS IN ONE LINE ITEM, COSTS MAYBE REALLOCATED AMONG
THE ITEMS LISTED
EXHIBIT I
Prepared by:
Mary J. Riordan
980 N. Michigan Ave
Chicago, IL 60611
After recording return to:
Village of Elk Grove
901 Wellington
Elk Grove, IL 60009
Attn: Village Manager
PINs:
EXHIBIT I
CERTIFICATE OF COMPLETION
THIS CERTIFICATE OF COMPLETION is issued and approved by the Village of
Elk Grove Village, an Illinois home -rule municipality located in Cook and DuPage
counties, Illinois ("Village") dated this
states as follows:
day of , 20 . The Village hereby
A. The Village entered into a redevelopment agreement ("RDA") with Wingspan
Development Group, LLC, an Illinois limited liability company ("Developer") pursuant to
the Illinois Tax Increment Allocation Redevelopment Act, 651LCS 5/11-74.4-1 et seq. as
amended (the "Act").
B. The RDA was recorded on as document number
Certificate of Completion
Page 2
EXHIBIT I
C. The RDA required Developer to construct certain improvements to real property
located within the Village's corporate boundaries.
D. The Developer has completed and satisfied all of its obligations set forth in the
RDA; all improvements constructed have been approved and accepted by the Village
and all payments due the Village have been received.
E. Developer has no further obligations arising from the RDA other than those of
general applicability.
F. Developer may record this Certificate of Completion with the Cook County
Recorder of Deeds on the Property identified with the parcel index numbers listed
below.
IN WITNESS WHEREOF, the Village has duly executed this Certificate as of the
date first above written.
VILLAGE OF ELK GROVE VILLAGE,
COOK AND DUPAGE COUNTIES, ILLINOIS, an
Home Rule Illinois Municipal Corporation
M3
Village Manager..,,
ATTEST:
Village Clerk
PINS: