HomeMy WebLinkAboutRESOLUTION - 16-24 - 3/26/2024 - AGG PROPERTIES, LLC-AGREEMENT-BUSSE-ELMHURST TIFRESOLUTION NO. 16-24
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 (BUSSE-ELMHURST TIF)
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the
Village of Elk Grove Village, Counties of Cook and Dul'age, 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 26t' day of March 2024
APPROVED this 26th day of March 2024
APPRO
Mayor O a gW. Johnson
Village of El Grove Village
ATTEST:
Zk
Loretta M. Murphy, i lage Clrerk
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
[Above space reserved for Recorder]
REDEVELOPMENT AGREEMENT
THIS REDEVELOPMENT AGREEMENT ("Agreement"), is made and entered into as of
the-2.,day 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 (the
"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. ("Act"), the Village adopted the Busse/Elmhurst Redevelopment Plan and Project in 2014
("Redevelopment Plan") and created the Busse/Elmhurst 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 2300 E. Higgins Road, Elk Grove
Village, Illinois, which is legally described in Exhibit Al attached hereto ("Village Property").
C. Developer has represented to the Village that it plans to facilitate the development of
a new truck and passenger vehicle fueling station with convenience store on the Village Property and
certain property located adjacent to the Village Property, commonly known as 2400 Landmeier Road,
Elk Grove Village, Illinois, which is legally described on Exhibit A2 ("Landmeier Property")
(collectively, the Village Property and the Landmeier Property are the "Property").
D. Developer and the Village have agreed to enter into a Purchase and Sale Agreement
("PSA"), pursuant to which the Village will sell to Developer, and Developer will purchase from
Village, the Village Property.
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March 22, 2024
E. Developer represents and warrants that it, or its nominee or authorized agent, intends
to enter into a twenty-year lease agreement with a twenty-year option period ("Lease") with Road
Ranger, L.L.C. ("Road Ranger") to construct the truck and passenger vehicle fueling station with
convenience store on the Property and all related infrastructure and appurtenances ("Project").
F. Road Ranger is the fourth largest truck fueling and travel center company in the United
States, with forty (40) locations across Illinois, Texas, Wisconsin, Indiana, Missouri, Iowa, and
Arkansas.
G. 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 ("Assistance").
H. Developer has represented that but for the Assistance as set forth herein, the Project will
not be financially feasible.
I. The Village is authorized to reimburse Developer for certain redevelopment project
costs, as that term is defined in the Act (collectively, "Eligible Costs")
J. The Village desires to see the Project constructed on the Property to encourage and
attract additional private investment in the Village, 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.
II
MUTUAL ASSISTANCE
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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; Operating Covenant.
The Project shall be constructed in accordance with the deadlines set forth in Section 3.03 and in
substantial conformance with the Development Layout (as defined in Section 3.03). Developer
hereby agrees that (a) it will enter into the Lease with Road Ranger on or before May 31, 2024 (subject
to any permitted extensions within the Road Ranger Letter of Intent, subject to the Developer
promptly notifying the Village of any extension exercised by Road Ranger); and (b) beginning on the
date the Village issues a certificate of occupancy for the project and concluding on ten (10) year
anniversary of the Village's issuance of a certificate of occupancy, the Property will be continuously
used and regularly open to the public as a truck and passenger vehicle fueling station and convenience
store ("Operating Covenant")
3.02 Sale of Property.
The Village hereby shall sell the Village Property to Developer subject to the terms and conditions
set forth in this Agreement. The Village shall convey the Village Property in accordance with the
following:
A. Purchase Price. Developer hereby agrees that it will pay to the Village a total of Three
Million One Hundred Twenty Five Thousand ($3,125,000) Dollars for the acquisition of
the Village Property; and
B. Purchase and Sale Agreements. Developer and Village shall enter into a Purchase and Sale
Agreement ("PSA"), in substantially the form attached hereto as Exhibit B. 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.
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March 22, 2024
3.03 Plans and Permits for Project.
A. Developer agrees that the Project shall be constructed in substantial conformance with the
layout attached hereto as Exhibit C ("Development Layout"). Before the Village issues a
permit to construct the Project, Developer shall submit or cause to be submitted 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. Subject to Unavoidable Delay (as defined in Section 6.05), Developer shall(]) submit or cause
to be submitted a complete building permit application for the Project, including architectural
and construction plans and obtain or cause to be obtained all necessary permits and begin
construction of the Project by no later than June 1, 2025; and (2) complete construction of the
Project and obtain a certificate of occupancy for the same by no later than July 1, 2026.
C. 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 to
receive any Assistance if the Developer commits an Event of Default with respect to the
deadlines set forth in this Section 3.03 that results in a termination of this Agreement.
D. 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 the Project in accordance with the
Development Layout 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 an amount equal to Three Million One Hundred Twenty Five Thousand
($3,125,000) Dollars minus any Assistance previously received by the Developer, paid by the
Village to the Developer, to: (1) terminate this Agreement; and (2) convey title to the Village
Property to the Village by special warranty deed subject only to the permitted exceptions that
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were identified in the deed conveying the Village Property from the Village to the Developer.
Developer shall exercise its Reconveyance Right by delivering written notice to the Village
by no later than June 1, 2025, and Developer's failure to deliver notice in accordance with this
Section shall waive the Developer's ability to exercise its Reconveyance Right.
E. 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 or cause to
be re -submitted 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.
3.04 Other Regulatory Agencies.
Prior to commencing construction on the Project, Developer or Road Ranger shall, at the Developer's
or Road Ranger'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.
3.05 Project Assistance.
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:
A. Upon completion of the demolition of the existing structure located on the Landmeier
Property, including, without limitation, removal of all debris and materials from the
Landmeier Property, the Village shall pay Developer Two Hundred Fifty Thousand
($250,000) Dollars of Eligible Costs;
B. Upon Road Ranger's submittal of complete construction and engineering plans and
permit applications for the Project, the Village shall pay Developer Seven Hundred
Fifty Thousand ($750,000) Dollars of Eligible Costs; and
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C. Upon the Village's issuance of and Road Ranger's payment for construction and
engineering permits for the Project, the Village shall pay Developer Seven Hundred
Fifty Thousand Dollars ($750,000) of Eligible Costs.
3.06 Village Reimbursement.
Before the Village delivers any Assistance to the Developer, Developer shall submit to the Village
written certification in form and substance acceptable to the Village Manager demonstrating that
Developer has previously paid, caused to be paid, or will pay Eligible Costs in support of the Project
("Reimbursement Request"). 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 has not committed an Event of Default. 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 Village's Right to Recover Assistance.
The Village is providing the Assistance based on the Developer complying with the Operating
Covenant. In the event the Developer fails to comply or otherwise cause compliance with the
Operating Covenant, and Road Ranger has paid rent ("Rent") to the Developer during the period of
noncompliance with the Operating Covenant, the Village shall, in addition to all other remedies
provided under this Agreement, have the right to recover Assistance based on a pro rata calculation
up to an amount not to exceed One Million ($1,000,000) Dollars. By way of example, if the Operating
Covenant is violated seven (7) years after the Village issuance a certificate of occupancy for the
Project, the Developer shall reimburse the Village thirty (30%) percent of the Assistance previously
received by the Developer.
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3.08 Assignment of Obligations.
All obligations assumed by the Developer under this Agreement shall be binding on the Developer
individually, on any and all of the Developer's successors, and assigns, and on any and all of the
respective successor legal or beneficial owners of all or any portion of the Property. To assure that
the Developer's successors, and assigns, and successor owners of all or any portion of the Property
have notice of this Agreement and the obligations created by it, the Developer shall:
Deposit with the Village Clerk, contemporaneously with the Village's approval
of this Agreement, any consents or other documents necessary to authorize the
Village to record this Agreement in the Office of the Cook County Clerk,
Recordings Division; and
2. Notify the Village in writing at least sixty (60) days prior to any date after
which the Developer transfers a legal or beneficial interest in any portion of
the Property to any person or entity that is not a party to this Agreement; and
3. Incorporate, by reference, this Agreement into any and property sales contracts
entered into for the sale of all or any portion of the Property to a person or
entity that is not a party to this Agreement; and
4. Require, prior to the transfer of all or any portion of the Property, or any legal
or equitable interest in the Subject Property to any Person not a party to this
Agreement, the transferee to execute an enforceable written agreement, in
substantially the form attached to this Agreement as Exhibit D, agreeing to be
bound by this Agreement ("Transferee Assumption Agreement"), and to
provide the Village, after request, with reasonable assurance of the financial
ability of the transferee to meet those obligations as the Village may require.
Provided, however, that the requirements stated in the four preceding clauses shall not apply to any
lease for a portion of the Property. The Village agrees that after a successor becoming bound to the
personal obligation created in the manner provided in this Agreement and providing the financial
assurances required in this Section, the individual liability of the Developer shall be released to the
extent of the transferee's assumption of liability. The failure of the Developer to provide the Village
with a fully executed copy of a Transferee Assumption Agreement with the transferee's proposed
assurances of financial capability before completing the transfer shall result in the Developer
remaining fully liable for all of the Developer's obligations under this Agreement and the transferee,
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as successor to the Developer, becoming jointly and severally liable for the Developer's obligations
under this Agreement.
3.09 Private Investment.
Developer estimates that the Project shall comprise an investment of not less than Ten Million
($10,000,000) Dollars of funds in the Project, excluding the Assistance, as set forth in the budget
attached hereto as Exhibit E. Before the Village delivers any Assistance to the Developer, upon
request by the Village, Developer shall allow the Village Manager to review a full and unredacted
copy of the Lease, including all exhibits. The Village Manager agrees to keep the Lease provisions
confidential, subject to the obligations under applicable laws, including withholding disclosure of
Road Ranger's proprietary financial information within the lease, including the Rent.
IV
APPROVALS, CONSTRUCTION & FEES
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 Layout and comply
with applicable laws and ordinances.
4.02 Damage to Public Property.
The Developer will maintain or cause to be maintained 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,
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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.
V
AUTHORITY
5.01 Powers.
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 is required by 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")
B. 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
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Developer is the prevailing party in a judicial proceeding seeking specific performance, the right to
recover costs and expenses incurred by Developer, including reasonable attorneys' fees, in connection
with the judicial proceeding.
C. Subject to the provisions of Section 6.01(D), 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.
D. Notwithstanding any other provision of this Agreement, in the event of an Event of Default by
Developer that is caused by any failure by Road Ranger to perform its obligations under the Lease to
finance, design, construct, operate, and maintain the Project, Developer shall have the right (but not
the obligation), before the Village shall have the right to exercise the remedies set forth in Section
6.01(C), to eject Road Ranger, enter the Property, and complete or cause to be completed the design,
construction, operation, and maintenance of the Project, as applicable and necessary to bring the
Project into compliance with the provisions of this Agreement and otherwise cure the Event of
Default. If Developer elects to cure any Event of Default pursuant to this Section 6.01(D), Developer
shall provide written notice to the Village of such election within 15 days after the occurrence of the
Event of Default and shall immediately thereafter commence and in good faith diligently pursue to
completion whatever work, actions, or operations are necessary to bring the Project into compliance
with the provisions of this Agreement and otherwise cure the Event of Default. So long as Developer
in good faith and diligently pursues such work, activities, and operations in accordance with Section
6.10, Village shall not exercise the remedies set forth in Section 6.01(C).
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 or Road
Ranger's construction of the Project, Developer's or Road Ranger's ownership, occupancy,
maintenance, or use of the Property, or any Developer Event of Default under this Agreement, except
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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 Section 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 Section, provided 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.
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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 Section 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
Bodily Injury
Property Damage
Automobile Liability
Umbrella Liability
$1,000,000 (each occurrence)
$2,000,000 (aggregate)
$1,000,000 (each occurrence)
$2,000,000 (aggregate)
$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 cause Road Ranger to 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
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Project as determined by the State of Illinois. 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 shall not be a permitted
reason for delay. Whenever any performance that is required hereunder shall be delayed at any time
pursuant to this Section, 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; Compliance with Laws.
The Developer shall comply with or cause compliance with all federal, state, and Village laws, codes,
rules, and ordinances, including, without limitation, building codes, subject to modifications as
approved by the Village pursuant to the ordinances approving any entitlement requests associated
with the Project, at all times during this Agreement.
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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, Rent and income statements, general contracts,
subcontracts, material purchase orders, waivers of lien, paid receipts and invoices in order to confirm
that Project has incurred the Eligible Costs 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.
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 Section 6.05, these provisions shall be tolled during the
time the Party is prevented from operating subject to the terms of Section 6.05.
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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.
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
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Email: mgulloggeorgegullo.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: malesiagalesialaw.com
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
With copies to:
Gregory W. Jones
Ancel Glink, P.C.
140 South Dearborn Street, 61h Floor
Chicago, IL 60603
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.
Page 16 of 47
March 22, 2024
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.
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 the expiration of the
Operating Covenant. Upon the termination of the Agreement and the Parties' rights and obligations
hereunder, the Village shall, at the Developer's reasonable request, deliver to the Developer a signed
Page 17 of 47
March 22, 2024
release of this Agreement in recordable form. The Village's obligations under this Section shall
survive this Agreement's termination.
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.
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 (1 %)
percent interest in Developer. Developer will update this information at the request of the Village.
Page 18 of 47
March 22, 2024
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, 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 47
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 EL5,494ZOVE VILLAGE,
COOK AND D_RfAq COUNTIES, ILLINOIS,
an Illinois Wh'icivaktorporation
IN
Crai
AGG PROPERTIES, LLC
By
Mario Gullo, Manager
Page 20 of 47
ACKNOWLEDGEMENT
STATE OF ILLINOIS
SS.
COUNTY OF COOK
March 22, 2024
This instrument was acknowledged before me on RM4kjLp4',-2024, by CRAIG
B. JOHNSON, the Mayor of the VILLAGE OF ELK GROVE VILLAGE, an Illinois municipal
corporation, and by LORETTA M. MURPHY, the Village Clerk of said municipal corporation.
FN;OTARY
CIAL S� E~
�JENNIFER MAMON
C STATE ( ILlIN01SON EXPIRES:12/27/24
MyCommission expires:
7
STATE OF
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me on oV, 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 ompany for the uses and purposes herein.
gnature of Notary
SEAL
My Commiss* n expires:
�!' Q4L-
Page 21 of 47
OFFICIAL SEAL
HEATHER J MALDONADO
NOTARY PUBLIC, STATE OF ILLINOIS
My Commission Expires 1/26126
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` 'i'
EXHIBITS
Al. LEGAL DESCRIPTION OF VILLAGE PROPERTY
A2. LEGAL DESCRIPTION OF LANDMEIER PROPERTY
B. PURCHASE AND SALE AGREEMENT
C. DEVELOPMENT LAYOUT
D. TRANSFEREE ASSUMPTION AGREEMENT
E. PROJECT BUDGET
Page 22 of 47
March 22, 2024
March 22, 2024
EXHIBIT Al
LEGAL DESCRIPTION OF VILLAGE PROPERTY
PARCELI:
THAT PART OF THE SOUTHEAST'/4 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 '/2 OF THE SOUTHEAST '/4 OF SAID SECTION 26, MEASURED ALONG THE NORTH
LINE OF SAID SOUTHEAST '/4; THENCE SOUTHWESTERLY ALONG A LINE DRAWN
SOUTH 18 DEGREES, 30 MINUTES WEST FROM THE LAST MENTIONED LINE TO THE
CENTERLINE OF HIGGINS ROAD, THE INTERSECTION OF THE LAST DESCRIBED LINE
AND THE CENTERLINE OF HIGGINS ROAD, BEING A TRUE POINT OF BEGINNING OF
THE TRACT HEREIN DESCRIBED; THENCE SOUTHEASTERLY ALONG THE
CENTERLINE OF HIGGINS ROAD, A DISTANCE OF 167.26 FEET; THENCE
SOUTHEASTERLY ALONG THE CENTERLINE OF HIGGINS ROAD FROM THE LAST
MENTIONED POINT, WHICH DEFLECTS SOUTHERLY 00 DEGREE, 23 MINUTES, 30
SECONDS —, A DISTANCE OF 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 WEST 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 '/z OF THE SOUTHEAST '/4
OF SECTION 26, AFORESAID), IN COOK COUNTY, ILLINOIS.
PARCEL 2:
THAT PART OF THE SOUTHEAST '/4 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 '/2 OF THE SOUTHEAST '/4 OF SAID SECTION 26, MEASURED ALONG THE NORTH
LINE OF SAID SOUTHEAST '/4; THENCE SOUTHWESTERLY ALONG A LINE DRAWN
SOUTH 18 DEGREES, 30 MINUTES WEST FROM THE LAST DESCRIBED LINE TO THE
CENTER LINE OF HIGGINS ROAD, THE INTERSECTION OF THE LAST DESCRIBED LINE
AND THE CENTERLINE OF HIGGINS ROAD, BEING A TRUE POINT OF BEGINNING OF
THE TRACT HEREIN DESCRIBED; THENCE SOUTHEASTERLY ALONG THE
CENTERLINE OF HIGGINS ROAD, A DISTANCE OF 167.26 FEET; THENCE
SOUTHEASTERLY ALONG THE CENTERLINE OF HIGGINS ROAD FROM THE LAST
MENTIONED POINT, WHICH DEFLECTS SOUTHERLY 00 DEGREE, 23 MINUTES, 30
SECONDS —, A DISTANCE OF 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 LINE FIRST HEREIN DESCRIBED; THENCE SOUTHWESTERLY ALONG
SAID LINE DRAWN SOUTH 18 DEGREES, 30 MINUTES WEST 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 '/z OF THE SOUTHEAST'/4 OF SECTION 26
AFORESAID), IN COOK COUNTY, ILLINOIS.
Page 23 of 47
March 22, 2024
PIN: PARCEL 1: 08-26-400-004-0000
PIN: PARCEL 2: 08-26-401-027-0000
ADDRESS: 2300 E. HIGGINS ROAD, ELK GROVE VILLAGE, ILLINOIS 60007
EQUIVALENT LEGAL DESCRIPTION AS SET FORTH IN DOCUMENT RECORDED ON
JULY 29, 2022 AS DOCUMENT NO. 2221022016, AND REFERRED TO AS PLAT OF
SUBDIVISION OF CHOWDHURY SUBDIVISION.
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 24 of 47
March 22, 2024
EXHIBIT A2
LEGAL DESCRIPTION OF LANDMEIER PROPERTY
LOT 1 IN O'HARE INTERNATIONAL CENTER FOR BUSINESS BEING A SUBDIVISION OF
HIGGINS ELMHURST SUBDIVISION #1 AND HIGGINS ELMHURST SUBDIVISION #2 IN
THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 41 NORTH, RANGE 11, EAST OF
THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Commonly Known as: 2400 Landmeier Road, Elk Grove Village, IL 60007
PIN: 08-26-401-033-0000
Page 25 of 47
March 22, 2024
EXHIBIT B
PURCHASE AND SALE AGREEMENT
[PURCHASE & SALE AGREEMENT TO FOLLOW]
Page 26 of 47
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 Paragraph 8 of this Agreement.
Page 27 of 47
March 22, 2024
Seller and Purchaser may be referred to collectively herein as the "Parties" or individually as a
arty.
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, 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
Page 28 of 47
March 22, 2024
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 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.
Page 29 of 47
March 22, 2024
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 I. 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 II, 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 II assessment and
Purchaser shall provide a copy the Phase II 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
Page 30 of 47
March 22, 2024
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. ' 9601 et seq.) and the Resource Conservation
and Recovery Act (42 U.S.C. ' 6903 et seq), and Seller warrants and represents that it has not received
any notice nor is it otherwise aware of any actual threatened claims, actions, proceedings, suits or
demands by the EPA or any third party relating to environmental matters at, on or arising out of the
Property.
Further, and to the best of Seller's knowledge: (a) any use of the Property for the generation,
storage or disposal of any (1) asbestos, (2) petroleum, (3) explosives, (4) radioactive materials, wastes
or substances, or (5) any substance defined as "hazardous substances" or "toxic substances" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42,
U.S.C. 9601, et seq., the Hazardous Materials Transportation Act (49 U.S.C. 1802), the Resource
Conservation and Recovery Act (42 U.S.C.6901), or in any other Applicable Law governing
environmental matters ("Environmental Laws") (collectively, "Hazardous Materials") has been in
compliance with all Environmental Laws, (b) there are not any Hazardous Materials present on the
Property, (c) the Property is currently in compliance with all Environmental Laws; and (d) there are
currently no Storage Tanks on the Property and any Storage Tanks formerly located on the Property
were removed in compliance with all Environmental Laws; and,
Page 31 of 47
March 22, 2024
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.
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
Page 32 of 47
March 22, 2024
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: m ug lloggeorgegullo.com
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: males iaAalesialaw.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()elkgrove.org
Page 33 of 47
March 22, 2024
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: gjonesgancelglink.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 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
Page 34 of 47
March 22, 2024
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
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 Contin eg ncy. 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.
Page 35 of 47
March 22, 2024
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 36 of 47
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
By:
Mario Gullo
Principal
2024, the "Agreement Date".
SELLER:
THE VILLAGE OF ELK GROVE VILLAGE,
an Illinois Municipal Corporation
Craig B. Johnson
Mayor
ATTEST:
By:
Lorrie Murphy, Village Clerk
Page 37 of 47
March 22, 2024
IBIT C
DEVELOPMENT LAYOUT
Proposed Site Plan and Sample Building Elevations
I T
V
age 38 of 47
March 22, 2024
Page 39 of 47
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March 22, 2024
EXHIBIT D
TRANSFEREE ASSUMPTION AGREEMENT
THIS AGREEMENT ("Agreement"), made as of this day of 20_, by,
between and among , an Illinois limited liability company ("Owner");
, a ("Transferee"); and the Village of Elk Grove Village,
an Illinois municipal corporation ("Village"),
WITNESSETH:
WHEREAS, pursuant to that certain real estate sale contract dated , 20_, the
Transferee agreed to purchase from the Owner certain real property situated in Cook County, Illinois
and legally described in Exhibit I attached hereto and by this reference incorporated herein and made
a part hereof ("Property"); and
WHEREAS, following the conveyance of the Property by the Owner, the Transferee will be
the legal owner of the Property; and
WHEREAS, as a condition to the conveyance of the Property by the Owner, the Owner and
the Village require that the Transferee agree to comply with all the terms, requirements and
obligations set forth in that certain Redevelopment Agreement, dated as of ,
2024, and recorded in the Office of the Cook County Clerk, Recordings Division, on
, 2024, as Document No. , by and between the Village and
Owner, as amended from time to time ("Redevelopment Agreement");
NOW, THEREFORE, in consideration of the agreement of the Owner to convey the
Property to the Transferee and of the Village to accept the transfer of obligations as provided herein
and to grant the releases granted herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is hereby agreed by, between and among the
Village, the Owner, and the Transferee as follows:
1. Recitals. The foregoing recitals are by this reference incorporated herein and
made a part hereof as substantive provisions of this Agreement.
2. Assumption of Obligations. The Transferee, on its behalf and on behalf of
its successors, assigns, heirs, executors and administrators, hereby agrees, at its sole cost and expense,
to comply with all of the terms, requirements and obligations of the Redevelopment Agreement,
including all exhibits and attachments thereto, regardless of whether such terms, requirements and
obligations are to be performed and provided by, or are imposed upon, the Owner or the developer of
the Property.
3. Assurances of Financial Ability. Contemporaneously with the Transferee's
execution of this Agreement, the Transferee shall, upon the request of the Village, provide the Village
with reasonable assurances of financial ability to meet the obligations assumed hereunder as the
Village may require.
Page 41 of 47
March 22, 2024
4. Acknowledgement and Release of Transferor. The Village hereby
acknowledges its agreement to the Transferee's assumption of the obligation to comply with the terms,
requirements and obligations of the Redevelopment Agreement, including all exhibits and
attachments thereto, and the Village hereby releases the Owner from any and all liability for failure
to comply with the terms, requirements and obligations of the Redevelopment Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first written above.
ATTEST:
LIN
Its:
ATTEST:
[ ], LLC, an Illinois limited
liability company
Its:
VILLAGE OF ELK GROVE VILLAGE, an
Illinois municipal corporation
By: By:
Its:
ATTEST:
Its:
TRANSFEREE
a
By: By:
Its: Its:
Page 42 of 47
March 22, 2024
ACKNOWLEDGEMENT
STATE OF ILLINOIS )
SS.
COUNTY OF COOK )
This instrument was acknowledged before me on , 20_, by
, the President of the VILLAGE OF ELK GROVE VILLAGE, an
Illinois municipal corporation, and by the Village Clerk of said
municipal corporation.
Signature of Notary
SEAL
My Commission expires:
STATE OF ILLINOIS )
SS.
COUNTY OF COOK )
The foregoing instrument was acknowledged before me on
202_, by the and
the of [ ], LLC, an Illinois limited liability
company, as their free and voluntary act in their capacities as officers of said company for the uses
and purposes herein.
SEAL
My Commission expires:
STATE OF )
Signature of Notary
Page 43 of 47
March 22, 2024
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me on
20 by the and
the of , a , as their
free and voluntary act in their capacities as officers of said company for the uses and purposes herein.
SEAL
My Commission expires:
Signature of Notary
Page 44 of 47
March 22, 2024
Exhibit 1
Property's Legal Description
PARCELI:
THAT PART OF THE SOUTHEAST'/4 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 %2 OF THE SOUTHEAST '/a OF SAID SECTION 26, MEASURED ALONG THE NORTH
LINE OF SAID SOUTHEAST '/4; THENCE SOUTHWESTERLY ALONG A LINE DRAWN
SOUTH 18 DEGREES, 30 MINUTES WEST FROM THE LAST MENTIONED LINE TO THE
CENTERLINE OF HIGGINS ROAD, THE INTERSECTION OF THE LAST DESCRIBED LINE
AND THE CENTERLINE OF HIGGINS ROAD, BEING A TRUE POINT OF BEGINNING OF
THE TRACT HEREIN DESCRIBED; THENCE SOUTHEASTERLY ALONG THE
CENTERLINE OF HIGGINS ROAD, A DISTANCE OF 167.26 FEET; THENCE
SOUTHEASTERLY ALONG THE CENTERLINE OF HIGGINS ROAD FROM THE LAST
MENTIONED POINT, WHICH DEFLECTS SOUTHERLY 00 DEGREE, 23 MINUTES, 30
SECONDS —, A DISTANCE OF 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 WEST 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 'h OF THE SOUTHEAST '/4
OF SECTION 26, AFORESAID), IN COOK COUNTY, ILLINOIS.
PARCEL 2:
THAT PART OF THE SOUTHEAST %4 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 %2 OF THE SOUTHEAST '/a OF SAID SECTION 26, MEASURED ALONG THE NORTH
LINE OF SAID SOUTHEAST '/4; THENCE SOUTHWESTERLY ALONG A LINE DRAWN
SOUTH 18 DEGREES, 30 MINUTES WEST FROM THE LAST DESCRIBED LINE TO THE
CENTER LINE OF HIGGINS ROAD, THE INTERSECTION OF THE LAST DESCRIBED LINE
AND THE CENTERLINE OF HIGGINS ROAD, BEING A TRUE POINT OF BEGINNING OF
THE TRACT HEREIN DESCRIBED; THENCE SOUTHEASTERLY ALONG THE
CENTERLINE OF HIGGINS ROAD, A DISTANCE OF 167.26 FEET; THENCE
SOUTHEASTERLY ALONG THE CENTERLINE OF HIGGINS ROAD FROM THE LAST
MENTIONED POINT, WHICH DEFLECTS SOUTHERLY 00 DEGREE, 23 MINUTES, 30
SECONDS —, A DISTANCE OF 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 LINE FIRST HEREIN DESCRIBED; THENCE SOUTHWESTERLY ALONG
SAID LINE DRAWN SOUTH 18 DEGREES, 30 MINUTES WEST 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 %2 OF THE SOUTHEAST'/4 OF SECTION 26
AFORESAID), IN COOK COUNTY, ILLINOIS.
Page 45 of 47
March 22, 2024
PIN: PARCEL 1: 08-26-400-004-0000
PIN: PARCEL 2: 08-26401-027-0000
ADDRESS: 2300 E. HIGGINS ROAD, ELK GROVE VILLAGE, ILLINOIS 60007
EQUIVALENT LEGAL DESCRIPTION AS SET FORTH IN DOCUMENT RECORDED ON
JULY 29, 2022 AS DOCUMENT NO. 2221022016, AND REFERRED TO AS PLAT OF
SUBDIVISION OF CHOWDHURY SUBDIVISION.
BEING A SUBDIVISION OF PARCEL l: 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 46 of 47
March 22, 2024
EXHIBIT E
PROJECT BUDGET
Construction Work Description
Budget Estimate
GC Building $ 2,200,000
GC Sitework (grading/earthwork, paving, fences, storm sewer, sidewalk, etc.) $ 2,700,000
Site Preperation & Demolition $ 250,000
General Conditions $ 225,000
GC Profit & Overhead $ 225,000
Petroleum Contractor Expenditure $ 1,500,000
Petroleum Equipment $ 800,000
Canopy $ 180,000
FBO Road Ranger (coolers, monitors, fountain, cabinets, hoods, IT, lighting, millwork, etc.) $ 1,045,000
FBO - Restaurant A $ 450,000
FBO - Restaurant B $ 200,000
FBO - Restaurant C $ 55,000
Signage $ 400,000
Miscellaneous - consultants, engineers, professional fees, permits $ 300,000
Contingency $ 200,000
Total Estimated Construction Value: $ 10,730,000
Page 47 of 47