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HomeMy WebLinkAboutRESOLUTION - 17-24 - 3/26/2024 - AGG PROPERTIES, LLC-AGREEMENT-HIGGINS CORRIDOR TIFRESOLUTION NO. 17-24 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A TIF REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND AGG PROPERTIES, LLC (HIGGINS CORRIDOR TIF) NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: 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 documents upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 4 NAYS: 0 ABSENT: 2 PASSED this 26" day of March 2024 APPROVED this 2611 day of March 2024 Mayor Craig B. Jo nson Village of Elk G ve Village ATTEST: zz� ��- L - � /;/L,6 t � Loretta M. Murphy, Vil lale'Cle& �� t _, _ •: .^�� : \�, � .i `` ;,� -� f��� � � � �. 1 � �� � This Document Prepared by and Return after Recording to: Village of Elk Grove Village Attn: Village Attorney 901 Wellington Avenue Elk Grove Village, IL 60007 March 22, 2024 [Above space reserved for Recorder] REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT ("Agreement"), is made and entered into as of the tday of March, 2024 ("Effective Date"), by and between the Village of Elk Grove Village, an Illinois home rule municipal corporation located in Cook and DuPage Counties, Illinois ("Village"), and AGG Properties, LLC, an Illinois limited liability company ("Developer"). Developer together with the Village, are collectively referred to as the "Parties," and sometimes, individually, a "Party." RECITALS A. Pursuant to the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4- 1, et seq. (the "Act"), the Village adopted the Higgins Corridor Tax Increment Financing Redevelopment Plan and Project ("Redevelopment Plan"), dated July, 2017, and created the Higgins Corridor Redevelopment Project Area ("TIF District") in accordance with the Act to stabilize and expand the Village's tax base. B. The Village owns the property commonly known as 500-570 E. Higgins Road, which is legally described in Exhibit A attached hereto (the "Property"). The Property is located in the TIF District. Developer has represented to the Village that it desires to construct and lease two (2) new speculative industrial facilities on the Property. C. Developer and the Village have agreed to enter into a Purchase and Sale Agreement (the "PSA"), pursuant to which the Village will sell to Developer, and Developer will purchase Page 1 of 41 March 22, 2024 from Village, the Property. The Village and Developer desire to enter into this Agreement for the purpose of redeveloping the Property and revitalizing properties within the TIF District. The new development consists of constructing two (2) new industrial buildings totaling approximately 37,000 square feet, related infrastructure and appurtenances, and the Utility Work (as defined in Section 3.01), all as generally depicted on the Development Plans (as defined in Section 3.03) (collectively, the "Project") all on and around the Property. D. Developer has represented to the Village that the cost to construct the Project is prohibitive so the Village has agreed to provide certain assistance to help defray a portion of those costs as specifically set forth herein (the "Assistance"). E. Developer has represented that but for the Assistance as set forth herein, the Project will not be financially feasible. F. The Village is authorized to reimburse Developer for certain redevelopment project costs, as that term is defined in the Act, as set out in Exhibit B attached hereto (collectively, "Eligible Costs"). G. The Village desires to see the Developer construct the Project on the Property to attract additional private investment, new businesses and additional employees in the TIF District, and to ensure the ongoing stability of the Village's tax base for it and overlapping taxing districts, 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. Page 2 of 41 March 22, 2024 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 reasonably necessary or appropriate, to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. III REDEVELOPMENT PROJECT 3.01 Description of the Project. Developer shall construct the Project in accordance with the deadlines set forth in Section 3.03 and in substantial conformance with the Development Plans (as defined in Section 3.03). For the purposes of this Agreement, the building to be constructed on 500 E. Higgins Road shall be referred to as "Building A" and the building to be constructed on 570 E. Higgins Road shall be referred to as "Building B". Further, Developer shall underground the existing utilities located on the north side of E. Higgins Road between Building A and Building B on the Property (the "Utility Work") 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 and the PSA. The Village shall convey the Property in accordance with the following: A. Purchase Price. Developer hereby agrees that it will pay to the Village a total of Two Million Dollars ($2,000,000.00) for the acquisition of the Property; and B. Purchase and Sale Agreements. Developer and Village shall enter into the PSA in substantially the form attached hereto as Exhibit C. The PSA shall be subject to the terms and conditions set forth in this Agreement and, in the event of a conflict between the PSA and this Agreement, the terms of this Agreement shall control. Page 3 of 41 March 22, 2024 3.03 Plans and Permits for Project. A. Developer shall construct the Project in substantial conformance with the building elevations and site plan attached hereto as Exhibit D ("Development Plans"). Before the Village issues a permit to construct the Project, Developer shall submit to the Village for review and approval an engineering plan, stormwater management plan, construction plans, landscape plan, signage plan, and other plans and documents reasonably requested by the Village Manager, all in accordance with this Agreement's terms. B. Building A. Subject to Unavoidable Delay (as defined in Section 6.05), Developer shall (1) submit to the Village a complete application seeking all zoning and entitlement approvals necessary to construct Building A by no later than June 1, 2024; (2) submit a complete building permit application for Building A, including architectural and construction plans, by no later than October 1, 2024; (3) subject to the Village's performance of its obligations in Section 3.03.E., obtain all necessary permits and begin construction of Building A by no later than April 1, 2025; and (4) complete construction of the shell of Building A and the other improvements depicted on the Development Plans and receive final substantial approval of the shell by no later than April 1, 2026. C. Building B. Subject to Unavoidable Delay, Developer shall (1) submit to the Village a complete application seeking all zoning and entitlement approvals necessary to construct Building B by no later than June 1, 2024; (2) submit a complete building permit application for Building B, including architectural and construction plans, by no later than January 1, 2025; (3) subject to the Village's performance of its obligations in Section 3.03.E., obtain all necessary permits and begin construction of Building B by no later than July 1, 2025; and (4) complete construction of the shell of Building B and the other improvements depicted on the Development Plans and receive final substantial approval of the shell by no later than July 1, 2026. D. If Developer commits an Event of Default (as defined in Section 6.01) with respect to any of the foregoing deadlines, in addition to all other remedies provided by this Agreement, the Village may unilaterally terminate this Agreement, or alternatively and in the Village Manager's sole discretion, the Village may agree to extensions of the dates upon the request of the Developer, provided that neither date shall be extended by more than 60 days without the Village Board's approval. For the sake of clarity, the Developer shall not be entitled Page 4 of 41 March 22, 2024 to receive any Assistance if the Developer commits an Event of Default with respect to the deadlines set forth in this Paragraph 3.03. E. The Village shall expeditiously, diligently, and in good faith consider and act upon all applications for zoning and entitlement approvals in accordance with applicable law and ordinances. If, despite the Developer's best efforts, the Village does not approve all zoning and entitlement approvals necessary to construct Building A in accordance with the Development Plans within 120 days after receipt of complete applications for such approvals, the Developer shall have the right ("Reconveyance Right"), at its sole option and in exchange for Two Million ($2,000,000) Dollars paid by the Village to the Developer, to: (1) terminate this Agreement; and (2) convey title to the Property to the Village by special warranty deed subject only to the permitted exceptions that were identified in the deed conveying the Property from the Village to the Developer. Developer shall exercise its Reconveyance Right by delivering written notice to the Village by no later than November 1, 2024, and Developer's failure to deliver notice in accordance with this Paragraph shall waive the Developer's ability to exercise its Reconveyance Right. F. The Village shall either issue a building permit within fifteen (15) business days of receiving a complete building permit application or notify Developer in writing with specificity how the submitted plans fail to meet the Village's code, and Developer shall then resubmit plans correcting the deficiencies identified by the Village. The Village shall then review the re -submitted plans within fifteen (15) business days of receipt. Developer shall be responsible for all applicable fees, including, without limitation, permit and tap - on fees, associated with any application related to the Project or the Property; provided, however, that the Village shall waive any permit fees required for the Utility Work. 3.04 Other Regulatory Agencies. Prior to commencing construction on the Project, Developer shall, at the Developer's sole cost and with the approval and reasonable cooperation of the Village, petition for and obtain approvals from any regulatory agency having jurisdiction over the Property, including the Metropolitan Water Reclamation District. When necessary, Developer shall inform Village of all meetings and provide copies of all correspondence with any regulatory agency. Page 5 of 41 March 22, 2024 3.05 Project Assistance. A. The Village hereby agrees to provide the following Assistance to the Project to defray Eligible Costs. Provided that Developer has not committed an Event of Default, the Village shall pay the Assistance as follows: 1. Upon the Village's issuance of and the Developer's payment for construction and engineering permits for Building A, the Village shall pay Developer Seven Hundred Fifty Thousand ($750,000) Dollars of Eligible Costs. 2.. Upon the Village's issuance of and the Developer's payment for construction and engineering permits for Building B, the Village shall pay Developer Seven Hundred Fifty Thousand ($750,000) Dollars of Eligible Costs. 3. Upon completion of the Utility Work by Developer and approval of the Utility Work by the Village, which approval shall not be unreasonably withheld, conditioned, or delayed, the Village shall pay Developer the actual cost of the Utility Work up to an amount not to exceed One Hundred Twenty Five Thousand ($125,000) Dollars. B. Within fifteen (15) days of the Developer submitting to the Village a complete application seeking all zoning and entitlement approvals necessary to construct the Project, the Village will deliver to the Developer a letter confirming that the Developer has requested Village support of a Cook County Class 6(b) Property Tax Incentive for the Property ("6(b) Incentive"). Provided the Developer has not committed an Event of Default and has fully complied with provisions of Section 3.03(B) and (C), the Village agrees to pass a resolution supporting and consenting to Developer's application to Cook County for a 6(b) Incentive. C. The Village shall, at no cost to Developer, cause: (1) the existing building located on 570 E. Higgins Road to be demolished and all improvements and materials to be carted away; and (2) the 570 E. Higgins Road property to be graded and left in the same condition as the current condition of the 500 E. Higgins Road property (collectively, "Demolition Work"). The Developer hereby grants Village a temporary construction and access easement on, over, across, under and through the Property to undertake the Demolition Work and all activities reasonably incidental thereto. Developer hereby irrevocably and unconditionally releases the Village, its elected and appointed officials, officers, employees, contractors, and agents from any all causes of action, demands, claims, known or unknown, accrued or Page 6 of 41 March 22, 2024 unaccrued, arising out of or relating in any manner whatsoever to the Demolition Work. Developer shall indemnify, defend, and hold Village harmless from and against any and all claims, actions, liability, costs, expenses and damages of every kind and nature, including reasonable attorneys' fees, arising from the Demolition Work. The Demolition Work shall be commenced on or before May 1, 2024, and shall be completed by July 1, 2024. The Village shall indemnify and hold Developer harmless from and against any and all claims, actions, liability, costs, expenses and damages of every kind and nature, including reasonable attorneys' fees, arising from the Demolition Work. 3.06 Village Reimbursement. Before the Village delivers any Assistance to the Developer, Developer shall submit to the Village contractor's sworn statements, invoices, lien waivers, proof of payment, and other documents reasonably requested by the Village Manager to confirm the Developer has previously paid Eligible Costs in support of the Project ("Reimbursement Request"); provided, however, that the Village acknowledges and agrees that the fully executed PSA shall be evidence of Developer's land acquisition costs in the amount of $2,000,000, which amount is an Eligible Cost for reimbursement under this Agreement and the Act. The Village shall at reasonable times have access to the Property and the Project necessary to verify the accuracy and completeness of the Developer's Reimbursement Request, after providing written notice to Developer requesting such access, approval of which Developer shall not unreasonably withhold, condition, or delay. The Developer shall only be eligible for reimbursement of those costs eligible for reimbursement pursuant to the Act , and only if the Developer is in full compliance with this Agreement's terms. Any material inaccuracy, false statement, misrepresentation, or false representation made by the Developer within a Reimbursement Request shall constitute an Event of Default. The Village will reimburse Developer within 30 days of receiving a complete Reimbursement Request. 3.07 Private Investment. Developer estimates that the Project shall comprise an investment of not less than Six Million Dollars ($6,000,000) of Developer funds in the Project, excluding the Assistance, as set forth in the budget attached as Exhibit E. Before issuance of a building permit authorizing any construction on the Property and payment of any Assistance, Developer shall secure and provide Page 7 of 41 March 22, 2024 the Village written proof of sufficient liquid funds or a binding financing commitment committing funds which, together with the Assistance, are sufficient to substantially complete and obtain an occupancy certificate for the Project. The financing commitment shall be in form and substance reasonably acceptable to the Village Manager. IV APPROVALS & CONSTRUCTION 4.01 Village Approval of Plans. The Village's approval of permits associated with the Project shall not be unreasonably withheld or denied so long as the plans are in substantial conformance with the Development Plans and comply with applicable laws and ordinances. 4.02 Damage to Public Property. The Developer will maintain all streets, landscaping, sidewalks, curbs and curb cuts, and other public property adjacent to the Property in a good and clean condition during construction of the Project. The Developer will within a reasonable timeframe clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property in or adjacent to the Property by the Developer or any agent of or contractor hired by, or on behalf of, the Developer, and will repair any damage to public property that may be caused by the activities of the Developer or any agent of or contractor hired by, or on behalf of, the Developer. Within a reasonable period of time, but in no event more than twenty four (24) hours after the Village gives the Developer notice to clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property in or adjacent to the Property deposited by the Developer or any agent of or contractor hired by, or on behalf of, the Developer, if the Developer neglects to clean, or undertake with due diligence to clean, the affected public property, then the Village will be entitled to clean, either with its own forces or with contract forces, the affected public property and to recover from the Developer the actual costs or charges reasonably incurred by the Village to perform the cleaning. Page 8 of 41 V AUTHORITY 5.01 Powers. March 22, 2024 The Village hereby represents and warrants that the Village is a home rule unit of government and has the full constitutional and lawful right, power and authority, under current applicable law, to execute, deliver, and perform the terms and obligations of this Agreement, including but not limited to the right, power and authority to pay the Assistance 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. 5.02 Authorized Parties. Whenever under the provisions of this Agreement and other related documents approval of the Village is required, such approval may be granted by the Village Manager or his designee, unless approval by the Village Board or other body is required by applicable law; and for Developer, by any officer of the corporation as designated in writing from time to time (in any event, the officers or managing member executing this Agreement are so authorized to do so). VI GENERAL PROVISIONS 6.01 Events of Default/Remedies. A. Event of Default. Each Party shall be in default of this Agreement in the event that the Party fails to comply with this Agreement's terms and does not promptly commence a cure of such failure after receipt of written notice thereof pursuant to, and in accordance with, Section 6.10 of this Agreement ("Event of Default") 6. Except as specifically provided in this Agreement, in the event of an Event of Default by the Village, Developer's sole and exclusive remedy shall be specific performance and, in the event the Developer is the prevailing party in a judicial proceeding seeking specific Page 9 of 41 March 22, 2024 performance, the right to recover costs and expenses incurred by Developer, including reasonable attorneys' fees, in connection with the judicial proceeding. 6. In the event of an Event of Default by Developer, the Village shall have, in addition to all rights and remedies available at law or in equity, the right to cease all payments of Assistance, to recover any Assistance previously delivered to the Developer, to withhold and/or revoke permits, licenses, or certificates associated with the Project or the Property, and, in the event the Village is the prevailing party in a judicial proceeding associated with the Village pursuing any of the foregoing remedies, to recover costs and expenses incurred by Village, including reasonable attorneys' fees, in connection with the judicial proceeding. 6.02 Indemnity. Developer covenants and agrees, at its expense, to indemnify, defend, and hold harmless the Village, and its officers, agents, employees, engineers and attorneys (the "Indemnitees") against, any actions, claims, and damages to the extent adjudicated to be a result arising directly from Developer's construction of the Project, Developer's ownership, occupancy, maintenance, or use of the Property, or any Developer Event of Default under this Agreement, except to the extent such claims, actions, and damages are adjudicated to have arisen by reason of a Village Event of Default under this Agreement or the negligent acts or omissions of the Village. The Village shall provide the Developer written notice of any claim for which the Village may seek indemnification or to be held harmless within thirty (30) days of obtaining notice of a claim. Failure of the Village to tender timely notice or defense of a claim in accordance with this Paragraph shall waive any obligation of Developer to indemnify, defend, and hold harmless the Village. The Developer shall have the right to hire counsel of its choosing, with consent of the Village, and to control defense of any claim or to settle any claim provided that the Village shall have the right to participate in the defense and settlement of the claim. In the event that Developer elects not to defend any claim or the Village elects to retain defense of any claim, the Developer shall, and does hereby agree to, pay all expenses, including without limitation all reasonable legal fees, incurred by the Village in defending itself with regard to any and all of the claims referenced in this Paragraph, provided Page 10 of 41 March 22, 2024 Developer shall have the right to participate in said defense and approval of any settlement of a claim. 6.03 Insurance. (a) Prior to issuance of a building permit, Developer shall procure and deliver evidence of such policies to the Village, at Developer's cost and expense, and shall maintain in full force and effect through completion of construction of the Project, a policy or policies naming the Village of Elk Grove Village, together with its officers, agents, employees, contractors, attorneys, and engineers as additional primary, non-contributory named insureds. All such policies shall be in such form and issued by such companies as shall be reasonably acceptable to the Village, and any insurance carried by the Village for like risks shall be secondary and in excess of the insurance required hereby. All policies shall be written on a "per occurrence" basis. The Developer shall procure and maintain insurance for protection from claims under worker's compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom, alleged to arise from the Developer's negligence in the performance of services under this Agreement. Developer's certificate of insurance shall contain a provision that the coverage afforded under the policy(s) will not be canceled or reduced without thirty (30) days prior written notice (hand delivered or registered mail) to the Village. Developer shall promptly forward new certificate(s) of insurance evidencing the coverage(s) required herein upon annual renewal of the subject policies. The limits of liability for the insurance required by this Paragraph shall not be less than the following: Workmen's Compensation Insurance: All Liability imposed by Workmen's Compensation statute Employer's Liability Insurance $1,000,000 Contractual Liability Insurance $1,000,000 Completed Operations Insurance $ 500,000 Owned, Hired, and Non -Ownership Vehicle, Bodily Injury and Property Damage to the following Limits: Commercial General Liability $1,000,000 (each occurrence) / $2,000,000 (aggregate) Bodily Injury $1,000,000 (each occurrence) / $2,000,000 (aggregate) Page 11 of 41 Property Damage Automobile Liability Umbrella Liability March 22, 2024 $1,000,000 (each occurrence) / $2,000,000 (aggregate) $1,000,000 combined single limit (each accident) $5,000,000 (each occurrence) $5,000,000 (aggregate) (b) Prior to the Village issuing an occupancy certificate for the Project, Developer shall keep in force at all times builders risk insurance on a completed value basis, in non -reporting form, against all risks of physical loss, including collapse, covering the total value of work performed and equipment, supplies and materials furnished for the Project (including on -site stored materials), all as to work by Developer. Such insurance policies shall be issued by companies satisfactory to the Village. Such policies shall contain a provision that the same will not be canceled or materially amended without prior written notice to the Village. 6.04 Prevailing Wage. Developer shall be responsible for meeting the requirements of the Illinois Prevailing Wage Act (820 ILCS 130 et seq.), (the "Wage Act") as it may be deemed applicable to the Project as determined by the State of Illinois from time to time. 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. 6.05 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 of its obligations under this Agreement or to have committed an Event of Default in the event any failure to perform is caused by any events or conditions beyond the reasonable control of the Party, which in fact prevents the Party from discharging its respective obligations hereunder and the timeframes for performance of those obligations shall be extended accordingly ("Unavoidable Delay"). "Unavoidable Delay" shall include, without limitation, infectious disease pandemics, changes in applicable law, insurrection, riot, civil disturbance, sabotage, act of public enemy, explosion, war, naval blockade, hurricane, tornado, earthquake, fire, other extraordinary weather conditions and acts of God, governmental condemnation or taking, failure to act by any governmental body with jurisdiction over any aspect of the Property or the Project, and strikes and labor disputes. Economic hardship Page 12 of 41 March 22, 2024 shall not be a permitted reason for delay. Whenever any performance that is required hereunder shall be delayed at any time pursuant to this Paragraph, then the Party excused from performance shall be excused from performance: 1) only after delivery of notice to the other Party, which notice shall identify the nature of the event causing the delay and the anticipated duration of the delay; 2) only during the duration of the event causing the delay; and 3) only so long as the Party whose performance is impaired continues to take reasonable steps to mitigate the effect of the delay - causing event and to substantially perform despite the occurrence of the delay -causing event. 6.06 Building, Subdivision Codes. The Parties agree that construction of the Project shall comply with all Federal, State and Village building codes, subject to modifications as approved by the Village pursuant to the ordinances approving any entitlement requests associated with the Project. 6.07 Right to Inspect. The Village shall have the right to examine Developer `s books and records 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 Developer has incurred the Eligible Costs as set forth in Exhibit B and otherwise complied with this Agreement's terms. 6.08 Covenant to Pay Taxes. Developer hereby acknowledges that the sole source of the Assistance is the incremental real estate taxes generated within the TIF District. Developer hereby covenants to timely pay or cause to be paid all real estate taxes levied against the Property and the Project promptly as they become due and owing. 6.09 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. Page 13 of 41 March 22, 2024 6.10 Notice of Default & Right to Cure. Before any failure of any party to perform its obligations under this Agreement shall be deemed to be an Event of Default under this Agreement, the party claiming such default shall send a written notice to the defaulting Party specifying the alleged default. No Event of Default under this Agreement may be found to have occurred if the failure to perform has been corrected to the reasonable satisfaction of the complaining party within thirty (30) days of the receipt of such notice or, if the failure to perform cannot be reasonably corrected within such time, the defaulting party has commenced correction of the failure to perform within such period and diligently and in good faith pursues correction to completion; provided, however, that the total time to cure shall in no event exceed ninety (90) days from the date written notice is provided. If either Party is forced to temporarily suspend performance due to circumstances noted in Paragraph 6.05, these provisions shall be tolled during the time the Party is prevented from operating subject to the terms of Paragraph 6.05. 6.11 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 a written amendment by the Parties or their successors in interest. 6.12 No Other Agreement. Except as otherwise expressly provided herein, this Agreement and the PSA supersede all prior agreements, negotiations and discussions relative to the Project and the Village's Assistance. This Agreement and the PSA contain the full agreement of the Parties. 6.13 Assigns. This Agreement shall be binding upon the Parties and their respective permitted successors and assigns. Subject to this Paragraph's terms, Developer shall have the right to collaterally assign this Agreement to any lender that provides financing for the Project and to assign this Agreement to any affiliate of Developer and for estate planning purposes. For the purposes of this Agreement, "affiliate" shall mean any entity owned or controlled by, that owns or controls, or under common ownership or control with the Developer. Before Developer assigns this Agreement, Developer Page 14 of 41 March 22, 2024 shall provide Village written notice identifying the assignee and the assignee's relationship to the Developer. Upon the Village's request, Developer shall provide any documents or information requested by the Village to confirm Developer's compliance with this Paragraph. 6.14 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. 6.15 Illinois Law. This Agreement shall be construed in accordance with the laws of the State of Illinois. Venue for all disputes arising or related to this Agreement shall be the Cook County Circuit Court, Cook County, Illinois. 6.16 Notice. All notices and requests required pursuant to this Agreement shall be sent as follows: To the Developer: Mario Gullo George Gullo Development Corporation 2050 E. Higgins Elk Grove Village, IL 60007 Tele: (847) 439-4400 Fax: (847) 439-1365 Email: meullona.aeorcesullo.com With copies to: Michael A. Alesia Michael A Alesia & Associates, P.C. 1701 East Woodfield Road, Suite 925 Schaumburg, Illinois 60173 Tele: (847) 619-3000 Email: malesia ,alesialaw.com Page 15 of 41 March 22, 2024 To the Village: Office of the Village Manager Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 With copies to: Office of the Village Attorney Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 or at such other addresses as the Parties may indicate in writing to the other; such notice to be given either by electronic mail, 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. 6.17 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. 6.18 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. 6.19 Recordation. The Village shall record this Agreement in the Office of the Cook County Clerk, Recordings Division on or after the date the Developer acquires title to the Property in accordance with the PSA's terms. This Agreement shall run with the Property and bind any entity that owns all or any portion of the Property. 6.20 Exhibits. The exhibits attached to this agreement are hereby incorporated into and made a part of this Agreement. Page 16 of 41 March 22, 2024 6.21 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, upon the Village's request, fully and timely cooperate with the Village in compiling information that the Village is required by law to report, including, without limitation: (A) the number of jobs created during the previous year; and (B) the Developer's projected return on investment for the Project. 6.22 Compliance with Laws. Developer agrees to comply with all applicable federal, state, and local laws, statutes, codes, ordinances, resolutions, orders, rules, and regulations, as amended, when performing any task associated with this Agreement or the Project. 6.23 Term. This Agreement's term will begin on the Effective Date and conclude upon completion of construction and the Village's issuance of final substantial approval of the shell for Building A and Building B and all other improvements depicted on the Development Plans, including the Utility Work. 6.24 Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other rights, remedies, and benefits allowed by law. 6.25 Non -Waiver. The Parties shall be under no obligation to exercise any of the rights granted to it in this Agreement. The failure of a Party to exercise at any time any right granted to the Party shall not be deemed or construed to be a waiver of that right, nor shall the failure void or affect the Party's right to enforce that right or any other right, except as otherwise set forth herein. Page 17 of 41 March 22, 2024 6.26 Consents. Unless otherwise provided in this Agreement, whenever the consent, permission, authorization, approval, acknowledgement, or similar indication of assent of any party to this Agreement, or of any duly authorized officer, employee, agent, or representative of any party to this Agreement, is required in this Agreement, the consent, permission, authorization, approval, acknowledgement, or similar indication of assent shall be in writing. 6.27 Interpretation. This Agreement shall be construed without regard to the identity of the Party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement shall be construed as though all Parties to this Agreement participated equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting Party shall not be applicable to this Agreement. 6.28 Disclosures. Upon the Village's request, Developer will provide a list of all entities owning a greater than one (I%) percent interest in Developer. Developer will update this information at the request of the Village. Based in part on the information provided by Developer and in part on information from the Village's independent investigation, the Village will affirm that its Corporate Authorities, and all appropriate Village elected and appointed officials, officers, employees, agents and representatives of the Village have or will comply with the disclosure and conflict -of -interest provisions of the Public Officer Prohibited Activities Act (50 ILCS 105/3), the Act, and the Illinois Governmental Ethics Act (5 ILCS 420). 6.29 Authority to Execute. The Village hereby warrants and represents to the Developer that the Persons executing this Agreement on its behalf have been properly authorized to do so by the Corporate Authorities. The Developer hereby warrants and represents to the Village that it has the full and complete right, power, and authority to enter into this Agreement and to agree to the terms, provisions, and conditions set forth in this Agreement and to bind the Property as set forth in this Agreement. Each Party hereby represents and warrants that all legal actions needed to authorize the execution, Page 18 of 41 March 22, 2024 delivery, and performance of this Agreement have been taken, and that neither the execution of this Agreement nor the performance of the obligations assumed by each Party will (a) result in a breach or default under any agreement to which the Party is a party or to which it or the Property is bound or (b) violate any statute, law, restriction, court order, or agreement to which the Party or the Property are subject. 6.30 Standard of Performance. Developer's performance pursuant to this Agreement shall exhibit the same level of care, competence, judgment, and diligence that is reasonably expected of a real estate development firm in the Chicago Metropolitan Statistical Area that has experience with developments that are comparably complex to the Project. The Project shall be constructed in a good and workmanlike manner and in compliance with (a) all Village ordinances, rules, and regulations; and (b) this Agreement. All improvements associated with the Project or the Property shall be new and commercially reasonable for their respective kinds for their intended purpose. [SIGNATURE PAGES TO FOLLOW] Page 19 of 41 March 22, 2024 IN WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. ATTEST: Village Clerk VILLAGE OF EL COOK AND DUG an Illinois M cipal � By: Craig B. Johnson, NAME ►VE VILLAGE, OUNTIES, ILLINOIS, AGG PROPERTIES, LLC, an Illinois limited liability company By: Mario Gullo, Manager Page 20 of 41 ACKNOWLEDGEMENT STATE OF ILLINOIS SS. COUNTY OF COOK March 22, 2024 This instrument was acknowledged before me on 94 WA, 2024, by h VILLAGE OF ELK GR VE VILLAGE an Illinois CRAIG B. JOHNSON, the Mayor of the , municipal corporation, and by LORETTA M. MURPHY, the Village Clerk of said municipal corporation. OFFICIAL SEAL. JENNIFER MAHON NOTARY PUBLIC - STATE OF ILLWS SION EXPRES:12J27114 Mybtu&'v Commission expires: 2064 STATE OF SS. COUNTY OF ) The foregoing instrument was acknowledged before me on (( Ad, 2024, by MARIO GULLO, the Manager of AGG Properties, LLC, an Illinois limited liability company, as his free and voluntary act in his capacities as manager of said company for the uses and purposes herein. Signature of Notary SEAL My Commission expires: / off-4&":?- Page 21 of 41 OFFICIAL SEAL HEATHER J MAI.DONADO NOTARY PUBLIC, STATE OF ILLINOIS My Commission Expires 1 /26126 h ,.4�... 6 .. p .. EXHIBITS A. LEGAL DESCRIPTION OF PROPERTY B. TIF ELIGIBLE EXPENSES C. PURCHASE AND SALE AGREEMENT D. DEVELOPMENT PLANS E. PROJECT BUDGET Page 22 of 41 March 22, 2024 March 22, 2024 EXHIBIT A LEGAL DESCRIPTION ADDRESS: 500 E. Higgins Road, Elk Grove Village, Illinois 60007 PIN: 08-21-401-027-0000 Lot 77 (excepting therefrom the South 17 feet thereof) in Higgins Road Commercial Subdivision Unit Number 47, being a Resubdivision in Section 21, Township 41 North, Range 11, East of The Third Principal Meridian, according to Plat thereof registered in the Office of the Registrar of Title of Cook County, Illinois, on May 2, 1969 as document number 2448731, in Cook County, Illinois. ADDRESS: 570 E. Higgins Road, Elk Grove Village, Illinois 60007 PIN: 08-21-401-010-0000 Lot 22 (Except the Southerly 17 feet thereof, as condemned in the Case No. 701,7062) in Higgins Road Commercial Subdivision Unit No. 16, being a Resubdivision in Section 21, Township 41 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois according to the Plat thereof Registered in the Office of the Registrar of Titles of Cook County, Illinois, on April 28, 1967, as Doc. No. 2321821. Page 23 of 41 March 22, 2024 EXHIBIT B TIF ELIGIBLE EXPENSES Land acquisition costs: $2,000,000 Costs Utility Work: $125,000 Page 24 of 41 March 22, 2024 EXHIBIT C PURCHASE AND SALE AGREEMENT [PURCHASE & SALE AGREEMENT TO FOLLOW] Page 25 of 41 March 22, 2024 PURCHASE AND SALE AGREEMENT 1. Purchaser. CHICAGO TITLE LAND TRUST COMPANY, as a Trustee under Trust No. 9002345196, having its principal office located at 2050 E. Higgins Road, Elk Grove Village, Illinois 60007 (the "Purchaser"), agrees to purchase (a) at a price of Two Million and No/100 ($2,000,000.00) Dollars (the "500-570 Purchase Price"), on the terms set forth herein, the following described real estate, in Cook County, Illinois, together will all buildings and improvements located thereon (collectively, the "500-570 Property"): See Legal Description attached hereto as Exhibit A (approximately 2.17 acres or 94,894 square feet) PIN: 08-21-401-027-0000 08-21-401-010-0000 Address: 500-570 E. Higgins Road, Elk Grove Village, Illinois 60007 (the "500-570 Transaction"); and (b) at a price of Three Million One Hundred Twenty Five Thousand and No/100 ($3,125,000.00) Dollars (the "2300 Purchase Price"), on the terms set forth herein, the following described real estate, in Cook County, Illinois, together will all buildings and improvements located thereon (collectively, the "2300 Property"): See Legal Description attached hereto as Exhibit B (approximately 2.42 acres or 105,746 square feet) PIN: 08-26-401-043-0000 Address: 2300 E. Higgins Road, Elk Grove Village, Illinois 60007 (the "2300 Transaction" and, together with the 500-570 Transaction, the "Transactions" and each individually, a "Transaction"). The 500-570 Property and 2300 Property may be referred to collectively herein as the "Property." 2. Seller. THE VILLAGE OF ELK GROVE VILLAGE, an Illinois Home Rule Municipal Corporation, having its principal office located at 901 Wellington Avenue, Elk Grove Village, Illinois, 60007, (the "Seller"), agrees to sell the Property at the price and terms set forth herein, and to convey or cause to be conveyed to Purchaser or nominee of title thereto by a recordable Special Warranty Deed, subject only to: (a) covenants, restrictions, building lines, private, public and utility easements, and roads and highways, if any; (b) special taxes or assessments for improvements not yet completed; (c) any unconfirmed special tax or assessment; (d) installments not due at the date hereof of any special tax or assessment for improvements heretofore completed; (e) general taxes for the year 2023 and subsequent years, including taxes which may accrue by reason of new or additional improvements during the year 2023; and (f) all "exceptions" (defined hereafter) that Purchaser agrees (or is deemed to agree) to take title subject to in accordance with Page 26 of 41 March 22, 2024 Paragraph 8 of this Agreement. Seller and Purchaser may be referred to collectively herein as the "Parties" or individually as a "Party." 3. Strict Joint Order Escrow. For each Transaction, Purchaser will deposit Twenty Five Thousand and No/100 ($25,000.00) Dollars with Chicago Title Insurance Company ("Escrowee") as "Earnest Money" within two (2) business days after the Parties' full execution of this Agreement, to be applied toward the Purchase Price. Said Earnest Money shall be deposited in a Strict Joint Order Escrow with Chicago Title Insurance Company for the mutual benefit of the Parties and subject to terms the Parties mutually agree to. Any cost of the Strict Joint Order Escrow shall be divided equally between the Parties. 4. Closing and Due Diligence Period. Closing for both Transactions shall be on March 27, 2024, ("Closing Date"), subsequent to the satisfactory completion of the Due Diligence Period (defined below), or at such other date as mutually agreed to by the Purchaser and the Seller's Village Manager in writing, at the Rolling Meadows Office of Chicago Title Insurance Company, provided title is shown to be good, and provided the contingencies set forth in this Agreement have been satisfied or resolved as herein set forth. Purchaser shall have until March 25, 2024 ("Due Diligence Period") to determine the suitability of the Property and complete all tests, studies, inspections and investigations of the Property. Purchaser shall have the sole right at any time before the expiration of the Due Diligence Period to cancel either or both Transactions and receive a full refund of all of its Earnest Money deposited with the Escrowee for any terminated Transaction. Such notice of cancelation must be in writing and delivered pursuant to the notice provisions of this Agreement. If the Purchaser has not canceled this Agreement by March 25, 2024, or the Due Diligence Period has not been mutually extended by the Parties, then the Earnest Money shall become non-refundable. 5. Condition of Property. A. Except as provided in Section 5(B) below, Purchaser agrees to purchase the Property in its present "as -is condition" and acknowledges that Seller has not made any representations or warranties as to the Property, subject to the Purchaser's inspection of the Property. Seller shall not be required to pay or contribute toward any expense for cost of repair to the Property unless otherwise agreed as a part of the Purchaser's Due Diligence Period contingency. Seller shall deliver exclusive and complete possession of the entire Property to the Purchaser at Closing, except as otherwise mutually agreed to by the Parties in writing subsequent to the Parties' full execution of this Agreement. B. The Seller agrees to demolish the existing building located at 570 E. Higgins Road and to rough grade the areas impacted by the demolition (collectively "Demolition Work"). Purchaser acknowledges and agrees that the Seller shall have full and unrestricted access to the Property and the surrounding area to complete the Demolition Work before and, as necessary, after the Closing Date, and to the extent Demolition Work continues after the Closing Date, Purchaser hereby grants Seller a temporary construction and access easement on, over, across, under and through the Property to undertake the Demolition Work and all activities reasonably incidental thereto. Purchaser hereby irrevocably and unconditionally releases the Seller, its elected and appointed officials, officers, employees, contractors, and agents from any all causes of action, Page 27 of 41 March 22, 2024 demands, claims, known or unknown, accrued or unaccrued, arising out of or relating in any manner whatsoever to the Demolition Work. Seller shall indemnify, defend, and hold Purchaser harmless from and against any and all claims, actions, liability, costs, expenses and damages of every kind and nature, including reasonable attorneys' fees, arising from Seller's Demolition Work. The Demolition Work shall be commenced on or before May 1, 2024, and shall be completed by July 1, 2024. This Section shall survive Closing. 6. Survey. Seller agrees to furnish Purchaser with any existing ALTA survey or otherwise for each Property within five (5) days of the Parties full execution of this Agreement. Purchaser shall, at its sole cost, be responsible for additional survey required by the Purchaser, Title Company, or any lender. 7. Title Commitment. For each Transaction, Seller shall deliver or cause to be delivered to Purchaser or Purchaser's attorney a title commitment for an owner's extended title insurance policy issued by Chicago Title Insurance Company in the amount of the Purchase Price, covering title to the Property, showing title in the Seller subject only to (a) the general exceptions contained in the policy; (b) the title exceptions set forth above in Section 2; and (c) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of Closing and which the Seller may so remove at that time by using the funds to be paid upon the delivery of the deed (all of which are herein referred to as the permitted exceptions). The title commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the exceptions as therein stated. Seller also shall furnish Purchaser an affidavit of title in customary form covering the date of Closing and showing title in Seller subject only to the permitted exceptions in foregoing items (b) and (c) and unpermitted exceptions or defects in the title disclosed by the ALTA survey, if any, as to which the title insurer commits to extend insurance. 8. Title and Survey Exceptions. If the title commitment or survey disclose either matters not acceptable to Purchaser, unpermitted exceptions or survey matters (herein referred to as "exceptions"), Purchaser shall have five (5) days from the date of delivery thereof to deliver a written objection notice to Seller demanding that the exceptions be removed from the commitment or any survey defects be corrected, or to have the title insurer commit to insure against loss or damage that may be occasioned by such exceptions, on or before the Closing Date. If Seller fails to have the exceptions removed or correct any survey defects, or in the alternative, to obtain the commitment for title insurance specified above as to such exceptions or survey defects within the specified time, Purchaser may terminate this Agreement or may elect, upon notice to Seller , to take title as it then is and may propose a deduction from the Purchase Price, liens or encumbrances of a definite or ascertainable amount. If Seller does not agree to said deduction, Purchaser may elect to terminate this Agreement, without further actions of the Parties in which event the Earnest Money shall be refunded to Purchaser. 9. Prorations. For each Transaction, rents, utility charges, premiums under assignable insurance policies, general real estate taxes, and other similar items, ("Costs"), shall be prorated at Closing as of the Closing Date. Real Estate tax credits for unpaid 2023 and subsequent year real estate taxes, at Closing, shall be prorated at 105% of the last ascertainable full year's real estate tax bill, regardless of any change in real estate tax assessment. Seller shall be responsible for said Page 28 of 41 March 22, 2024 Costs through the date of Closing, and Seller shall cooperate and furnish any documentation necessary to comply with all state, county and local laws therewith. All prorations are final unless otherwise provided herein. 10. Risk of Loss. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this Agreement. Seller shall be required to provide fire insurance coverage for any structures located on the Property pending Closing as set forth herein, and the risk of loss due to fire, other casualty, or condemnation remains with Seller. If, prior to Closing, any such loss occurs, excluding the Demolition Work, or any condemnation action is filed, then Purchaser may terminate this Agreement, in which case neither Purchaser nor Seller shall have any further liability hereunder, unless Seller's acts or omissions related to such loss or action violate its obligations under this Agreement, including the representations and warranties or the covenants and agreements set forth in this Agreement, in which case Purchaser may pursue any such remedy at law or equity. 11. Closing Escrow. The Transactions shall be closed through an escrow with Chicago Title Insurance Company, Rolling Meadows office, in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then in use by Chicago Title Insurance Company, with such special provisions inserted in the escrow agreement as may be required to conform with this Agreement. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, payment of Purchase Price and delivery of deed shall be made through the escrow and this Agreement and the Earnest Money shall be deposited in the escrow. Only the cost of the New York Style Escrow shall be divided equally between Seller and Purchaser. All other escrow charges are to be paid by Seller. The Parties shall equally divide the cost of the extended coverage endorsement. All other endorsements, escrow charges, Owner Title Policy Charge, and invoiced title charges shall be paid by the Seller, with the exception of the cost of recording the Special Warranty Deed which shall be paid by the Purchaser. 12. FIRPTA. Seller represents that it is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code and is therefore exempt from the withholding requirements of said Section. Seller will furnish Purchaser at Closing the Exemption Certification set forth in said Section. 13. Inspections and Testing. In addition to the Due Diligence Period contingency, Purchaser shall have reasonable access to the Property, for purposes of soil testing, surveying, engineering, examination and planning, from and after the execution of this Agreement in order to conduct a Phase I Environmental Site Assessment ("Phase I") which shall be paid for by the Purchaser. Purchaser shall promptly share a copy of the Phase I for each Property with the Seller upon the Purchaser's receipt of the Phase 1. Such Phase I shall be conducted and concluded by March 25, 2024. If the Phase I reveals environmental concerns that necessitate a Phase II assessment, Purchaser shall share such concerns with Seller. With the expressed consent of the Seller, the Purchaser may order and pay for said Phase 11, or the Purchaser may then give notice of cancelation terminating this Agreement for either or both Transactions and, in such event, the Earnest Money previously deposited into the Strict Joint Order Escrow shall be refunded for any terminated Transaction. If Purchaser proceeds with the Phase II assessment, Purchaser shall have thirty (30) days to complete said Phase 11 assessment and Purchaser shall provide a copy the Phase II Page 29 of 41 March 22, 2024 assessment to the Seller by that date. If the Phase II indicates no environmental concerns, this contingency shall be satisfied and the Closing Date shall be scheduled by mutual agreement of the Parties within ten (10) days. If the Phase II raises additional concerns either Party may terminate this Agreement and, in such event, the Earnest Money shall be refunded to Purchaser. With respect to any and all assessments/inspections, Purchaser shall save and hold harmless Seller from any costs or liabilities resulting from such access, and Purchaser shall restore the Property to its original condition after each such inspection. If Purchaser determines, in its sole discretion, that, as a result of any environmental inspection of the Property, the Property is not satisfactory for the uses contemplated by Purchaser, Purchaser may notify Seller, in writing, and terminate the Agreement. Purchaser acknowledges that time is of the essence and will diligently pursue the completion of the inspection process and will notify Seller in a timely manner if it elects to terminate this Agreement. 14. Seller Representations and Warranties. Seller does hereby represent and warrant to Purchaser as follows: A. There are no leases, occupancy agreements, management agreements, or maintenance agreements relating to the Property and Seller agrees not to enter into any such agreements relating to the Property without the written consent of Purchaser. B. To the best of Seller's actual knowledge, there are no proceedings presenting, pending or threatened for the taking by exercise of the power of eminent domain or, in any other manner, for a public or quasi -public purpose, of all or any part of the Property except as disclosed in this Agreement. C. Except as disclosed in this Agreement, to the best of Seller's actual knowledge, there is no pending or threatened litigation or administrative proceeding involving in any manner the Property. D. To the best of Seller's knowledge, there are no substances upon the Property nor are there activities engaged in the Property which constitute a violation of any environmental law. In addition, to the best of Seller's knowledge, no toxic materials, hazardous wastes, hazardous substances, pollutants or contaminants have been generated, released, stored or deposited over, beneath or on the Property from any source whatsoever, nor has any part of the Property been used for or as a land fill, the result of which could impose any liability under applicable federal or state laws and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 19601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. ' 6903 et seq.), and Seller warrants and represents that it has not received any notice nor is it otherwise aware of any actual threatened claims, actions, proceedings, suits or demands by the EPA or any third party relating to environmental matters at, on or arising out of the Property. Further, and to the best of Seller's knowledge: (a) any use of the Property for the generation, storage or disposal of any (1) asbestos, (2) petroleum, (3) explosives, (4) radioactive materials, wastes or substances, or (5) any substance defined as "hazardous substances" or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of Page 30 of 41 March 22, 2024 1980, as amended, 42, U.S.C. 9601, etseq., the Hazardous Materials Transportation Act (49 U.S.C. 1802), the Resource Conservation and Recovery Act (42 U.S.C.6901), or in any other Applicable Law governing environmental matters ("Environmental Laws") (collectively, "Hazardous Materials") has been in compliance with all Environmental Laws, (b) there are not any Hazardous Materials present on the Property, (c) the Property is currently in compliance with all Environmental Laws; and (d) there are currently no Storage Tanks on the Property and any Storage Tanks formerly located on the Property were removed in compliance with all Environmental Laws; and, Seller has received no written notice of: (a) any pending or threatened action or proceeding arising out of the presence of Hazardous Materials on or at the Property, or (b) any alleged violation of any environmental laws. E. To the best of Seller's knowledge, there are no uncured violations of any law, ordinance, order, regulation, rule or requirement of any governmental authority affecting the Property. F. Seller is vested with all necessary legal authority to enter into this Agreement; has full power, authority and legal right, and will have obtained all approvals and consents required to execute this Agreement and to carry out all of Seller's obligations under this Agreement; and this Agreement will constitute the valid and binding obligation of Seller in accordance with its terms. G. No notices or requests have been received by Seller from any governmental agency or other utility with respect to the Property with which Seller has failed or refused to comply. Any such notices or requests received prior to Closing shall be complied with by Seller at its expense. If Seller does not elect to so comply, Purchaser may cancel the Agreement, or Purchaser may elect to take title subject to such matters. H. To the best of Seller's knowledge, there are no claims, demands, liabilities, actions, special assessments or other governmental assessments or charges pending or threatened against Seller or the Property (including, without limitation, pending or threatened condemnation proceedings by any public or governmental agency or authority other than that disclosed in this Agreement) which: (1) constitute or might result in a lien or claim against the Property, (2) may result in a monetary or non -monetary obligation to be fulfilled by the Purchaser, (3) could prevent, prohibit, delay or interfere with Purchaser's reasonable use of the Property for its intended uses and purposes, or (4) could otherwise deprive Purchaser of any portion of the Property. Page 31 of 41 March 22, 2024 I. There are no attachments, executions or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws pending or threatened by or against Seller or any of its partners. J. Except as otherwise provided in this Agreement, from and after the date hereof, Seller shall (except in the case of emergency and excluding the Demolition Work) refrain from (1) making any changes or improvements upon or about the Property; (2) creating or incurring any mortgage lien, other lien, pledge or other encumbrance in any way affecting the Property; and (3) committing any waste or nuisance upon the Property. Seller shall maintain the Property, keep the Property in compliance with all laws, ordinances, regulations and restrictions affecting the Property and its use, and shall pay all bills and expenses regarding the Property until the Closing. K. There are no outstanding options or rights granted by Seller to acquire the Property, or any part thereof, and there is no party other than Purchaser having any right or option to acquire the Property or any part thereof, except any foreclosure rights set forth in any mortgages affecting the Property. L. There are no agreements, including any franchise agreements of any type or kind, whether written or oral, affecting the use, maintenance and operation of the Property which will survive the Closing, excluding agreements related to the Demolition Work. Seller represents that any franchise agreement or franchise rights of any party (including the Seller) shall be fully resolved and concluded prior to Closing. M. Neither Party is represented by a real estate broker as part of this Agreement. As such, Parties agree that no real estate commissions or finder's fees shall be payable in connection with this transaction and the sale of the Property to Purchaser. 15. Possession. Seller agrees to deliver possession of the Property at Closing in the same "as - is condition" as it is at the date of this Agreement, ordinary wear and tear excepted. 16. Notices. All notices to be given hereunder shall be personally delivered, sent by facsimile transmission, sent by overnight courier, or sent by U.S. mail, with postage prepaid, or by facsimile transmission, to the Parties at the following addresses (or to such other or further addresses as the Parties may hereafter designate by like notice similarly sent): Purchaser: Mario Gullo George Gullo Development Corporation 2050 E. Higgins Elk Grove Village, IL 60007 Tele: (847) 439-4400 Fax: (847) 439-1365 Email: mg_ullo&georgegullo.com Page 32 of 41 March 22, 2024 With a copy to: Michael A. Alesia Michael A Alesia & Associates, P.C. 1701 East Woodfield Road, Suite 925 Schaumburg, Illinois 60173 Tele: (847) 619-3000 Email: malesia@alesialaw.com Seller: Matthew Roan Village Manager Village of Elk Grove Village 901 Wellington Street Elk Grove Village, IL 60007 Tele: (847) 357-4004 Fax: (847) 357-4044 Email: mroan(a),elk rog ve.org With a copy to: George B. Knickerbocker Village Attorney Village of Elk Grove Village 901 Wellington Street Elk Grove Village, IL 60007 Tele: (847) 357-4032 Fax: (847) 357-4044 Email: gknickerbockergelk rog ve.org With a copy to: Greg Jones, Partner Ancel Glink, P.C. 140 South Dearborn Street, 6th Floor Chicago, IL 60603 Tele: (312) 782-7606 Fax: (312) 782-0943 Email: gionesAancelglink.com All notices sent by mail shall be deemed effectively given on the business day next following the date of such mailing. All notices personally delivered, sent by email shall be deemed given as of the date of the email transmission provided such is transmitted by the sender prior to 5:00 PM (Central), otherwise such shall be deemed to have been received the next business day, or if sent by overnight courier, shall be deemed effectively given on the date of such delivery. Notices may be served by an attorney for a party and such shall be deemed notice given by the party so represented. 17. Entire Agreement. This Agreement and the exhibits attached hereto, if any, embody the entire agreement between the Parties in connection with this transaction, and there are no oral or parole agreements, representations, or inducements existing between the Parties relating to this transaction which are not expressly set forth herein and covered hereby. This Agreement may not be modified except by a written agreement signed by the Purchaser and the Seller's Village Page 33 of 41 March 22, 2024 Manager. However, if any portion of this Agreement is invalid or unenforceable against any Party under certain circumstances, then this Agreement will be deemed to be amended by deleting such provisions. This Agreement will be enforceable, as amended, to the fullest extent allowed by law as long as the amendment does not result in a failure of consideration. 18. Defaults and remedies: A. Purchaser's Default. If Purchaser (i) fails to perform in accordance with the terms of this Agreement, and such default is not cured within ten (10) days from the date for Purchaser's receipt for Seller's written notice to Purchaser of such default, or (ii) breaches a representation or warranty hereunder, then, as Seller's sole and exclusive remedy for such default, Seller shall be entitled to retain the Earnest Money and any interest earned thereon; it being agreed between Purchase and Seller that the amount of the Earnest Money shall be liquidated damages for a default of Purchaser hereunder, because of the difficulty, inconvenience and uncertainty of ascertaining actual damages for such default in view of the uncertainties of the real estate market, fluctuating property values, and differences of opinion with respect to damages for breach of a real estate transaction B. Seller's Default. If Seller fails to perform in accordance with the terms of this Agreement and such default is not cured within ten (10) days from the date of Purchaser's written notice to Seller of such default, Purchaser may, at its option: (a) receive a refund of the Earnest Money deposited by Purchaser hereunder, together with all interest earned thereon; or (b) specifically enforce the terms and conditions of this Agreement. C. In the event either Purchaser or Seller defaults in the performance of 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 any litigation under this Agreement, or in any litigation in which the non -defaulting party shall, without its fault, become involved through or on account of this Agreement. 19. Confirmation of Representations. The Seller shall reconfirm all representations and warranties set forth in this Agreement as true, accurate, and complete on and as of the Closing Date. 20. Survival of Representations. Seller's representations and warranties shall survive the Closing for a period of six (6) months. Seller shall indemnify and hold harmless Purchaser and its successors and assigns, from and against any and all claims, demands, losses, liens, costs, expenses (including reasonable attorneys' fees and court costs), damages, liabilities, judgments or decrees of whatsoever kind or nature which, directly or indirectly, are caused by, result from, arise out of, or occur in any manner in connection with any material inaccuracy in the representations or warranties contained herein. The preceding indemnity and hold harmless shall not apply to matters attributable to acts or omissions of the Purchaser through third parties. 21. Additional Covenants. The Parties shall execute all documents and take all other actions consistent with this Agreement that are reasonably necessary to consummate the transactions Page 34 of 41 March 22, 2024 contemplated herein. Seller agrees to timely process in accordance with applicable law Purchaser's application to zone or re -subdivide the Property. 22. Timing, Law and Venue. The Parties hereto agree that time is of the essence in this transaction and that this Agreement may be executed in counterparts and shall be governed by and interpreted in accordance with the laws of the State of Illinois. Jurisdiction for any dispute arising from or related to this Agreement shall be the Cook County Circuit Court, Cook County, Illinois. 23. Fees. Except as otherwise provided in the event of a default, each Party hereto shall respectively pay the fees and charges of their attorneys and consultants. 24. Seller Contingency. The Parties acknowledge that the obligations of this Agreement shall not be binding on the Seller until the Village Board votes to approve this Agreement. Seller is authorized to enter into this Agreement pursuant to its home rule authority and other applicable law. 25. 1031 Exchange. The Parties acknowledge that in connection with the Closing of the Transactions, Purchaser will be consummating a tax -deferred like kind exchange of property under Section 1031 of the Internal Revenue Code of 1986, as amended. Seller agrees to cooperate with Purchaser and to execute all documents reasonably necessary to accomplish such exchange, provided that all costs, fees and expenses attendant to the exchange shall be the sole responsibility of Purchaser. 26. Redevelopment Agreements. This Agreement and Purchaser's obligation to purchase the Property is contingent upon Seller and Purchaser executing and delivering mutually agreed upon Redevelopment Agreements for the 500-570 Property and the 2300 Property (collectively, the "RDAs" and individually, a "RDA") on or before the Closing Date. The RDA for the 500-570 Property shall include, inter alia, TIF reimbursements to Purchaser in the amount of $1,500,000.00 and the RDA for the 2300 Property shall include, inter alia, TIF reimbursements to Purchaser in the amount of $1,750,000.00. The RDAs shall require Seller to (a) expeditiously, diligently, and in good faith consider and act upon, in accordance with applicable laws and ordinances, all applications for approvals that require action by Seller's Board of Trustees, including, without limitation, land use and zoning approvals; and (b) approve all applications for construction and engineering permits no later than fifteen (15) days after receipt of a complete application that satisfies the requirements of applicable ordinances or, if an application is incomplete or does not satisfy the requirements of applicable ordinances, notify Purchaser in writing of any deficiencies no later than fifteen (15) days after receipt of the application, all for Purchaser's redevelopment of the 500-570 Property with two (2) industrial buildings and for redevelopment of the 2300 Property (along with the adjacent contiguous parcel) with a full -service Road Ranger truck stop which shall include video gaming. [Signature page follows] Page 35 of 41 March 22, 2024 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement this day of PURCHASER: CHICAGO TITLE LAND TRUST COMPANY, as a Trustee under Trust No. 9002345196 Bow's Mario Gullo Principal 2024, the "Agreement Date". SELLER: THE VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal Corporation By: Craig B. Johnson Mayor ATTEST: By: Lorrie Murphy, Village Clerk Page 36 of 41 March 22, 2024 EXHIBIT A LEGAL DESCRIPTION OF 500-570 PROPERTY ADDRESS: 500 E. Higgins Road, Elk Grove Village, Illinois 60007 PIN: 08-21-401-027-0000 Lot 77 (excepting therefrom the South 17 feet thereof) in Higgins Road Commercial Subdivision Unit Number 47, being a Resubdivision in Section 21, Township 41 North, Range 11, East of The Third Principal Meridian, according to Plat thereof registered in the Office of the Registrar of Title of Cook County, Illinois, on May 2, 1969 as document number 2448731, in Cook County, Illinois. ADDRESS: 570 E. Higgins Road, Elk Grove Village, Illinois 60007 PIN: 08-21-401-010-0000 Lot 22 (Except the Southerly 17 feet thereof, as condemned in the Case No. 70L7062) in Higgins Road Commercial Subdivision Unit No. 16, being a Resubdivision in Section 21, Township 41 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois according to the Plat thereof Registered in the Office of the Registrar of Titles of Cook County, Illinois, on April 28, 1967, as Doc. No. 2321821. Page 37 of 41 March 22, 2024 EXHIBIT B LEGAL DESCRIPTION OF 2300 PROPERTY ADDRESS: 2300 E. Higgins Road, Elk Grove Village, Illinois 60007 PIN: 08-26-401-043-0000 BEING A SUBDIVISION OF PARCEL 1: THAT PART OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS BEGINNING AT A POINT WHICH IS 353.34 FEET EAST OF THE NORTHWEST CORNER OF THE EAST HALF OF SAID SECTION 26, MEASURED ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER; THENCE SOUTHWESTERLY ALONG A LINE DRAWN SOUTH 18 DEGREES 30 MINUTES WEST FROM THE LAST MENTIONED LINE TO THE CENTERLINE OF HIGGINS ROAD BEING A TRUE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE SOUTHEASTERLY ALONG THE CENTERLINE OF HIGGINS ROAD 167.26 FEET; THENCE SOUTHEASTERLY ALONG THE CENTERLINE OF HIGGINS ROAD FROM THE LAST MENTIONED POINT WHICH DEFLECTS SOUTHERLY 00 DEGREES 23 MINUTES 30 SECONDS 151.90 FEET; THENCE NORTHEASTERLY ALONG A LINE NORTH 18 DEGREES 30 MINUTES EAST A DISTANCE OF 535.00 FEET TO A POINT; THENCE NORTHWESTERLY ALONG A LINE NORTH 71 DEGREES 30 MINUTES WEST TO A POINT IN THE NORTH LINE FIRST HEREIN DESCRIBED; THENCE SOUTHWESTERLY ALONG SAID LINE DRAWN SOUTH 18 DEGREES 30 MINUTES TO THE TRUE POINT OF BEGINNING (EXCEPT PARTS TAKEN FOR HIGGINS ROAD AND EXCEPT THAT PART LYING WEST OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 26 AFORESAID) IN COOK COUNTY, ILLINOIS AND PARCEL 2: THAT PART OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS BEGINNING AT A POINT WHICH IS 353.34 FEET EAST OF THE NORTHWEST CORNER OF THE EAST HALF OF SAID SECTION 26, MEASURED ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER; THENCE SOUTHWESTERLY ALONG A LINE DRAWN SOUTH 18 DEGREES 30 MINUTES WEST FROM THE LAST MENTIONED LINE TO THE CENTERLINE OF HIGGINS ROAD BEING A TRUE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE SOUTHEASTERLY ALONG A THE CENTERLINE OF HIGGINS ROAD 167.26 FEET; THENCE SOUTHEASTERLY ALONG THE CENTERLINE OF HIGGINS ROAD FROM THE LAST MENTIONED POINT WHICH DEFLECTS SOUTHERLY 00 DEGREES 23 MINUTES 30 SECONDS 151.90 FEET; THENCE NORTHEASTERLY ALONG A LINE NORTH 18 DEGREES 30 MINUTES EAST A DISTANCE OF 535.00 FEET TO A POINT; THENCE NORTHWESTERLY ALONG A LINE NORTH 71 DEGREES 30 MINUTES WEST TO A POINT IN THE NORTH LINE FIRST HEREIN DESCRIBED; THENCE SOUTHWESTERLY ALONG SAID LINE DRAWN SOUTH 18 DEGREES 30 MINUTES TO THE TRUE POINT OF BEGINNING (EXCEPT PARTS TAKEN FOR HIGGINS ROAD AND EXCEPT THAT PART LYING EAST OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 26 AFORESAID) IN COOK COUNTY, ILLINOIS Page 38 of 41 March 22, 2024 EXHIBIT D DEVELOPMENT PLANS Gorden Stre.e.-, \ , ` �a �! J��'� ® | pi \ � !/ \ / \ a � � /� ) \i ): S !� � +47 'm 43 I I IT I I I I IN I -r-T- T i L } /, ƒ / }� � | )|I���/ ���� � // �E |� f }, /\ � � /� § | ; : � -371 7 Page 39 of 41 March 22, 2024 Page 40 of 41 March 22, 2024 EXHIBIT E PROJECT BUDGET Construction Work Description Budget Estimate Land Acquisition $ 2,000,000 Soft Costs $ 329,000 Legal Fees Project Mobilization Superintendent Architect Civil Engineering Landscape Architect Surveyor Builders Risk Insurance Dumpsters/Portable Toilets Site Work $ 860,861 Site Preparation Landscaping Irrigation System Concrete Walks, Curbs, and Pavement Asphalt Sewer, Sanitary, and Water Utilities Building $ 3,112,340 Excavation Concrete Precast Steel Plumbing Roofing Carpentry HVAC Electrical Arch. Glass Overhead Doors Dock Levelers Railings Flooring Sprinkler System Fire Alarm Painting Total Estimated Construction Value: $ 6,302,201 Page 41 of 41