HomeMy WebLinkAboutRESOLUTION - 35-24 - 5/28/2024 - 2800 E. HIGGINS PURCHASE AND SALE AGREEMENTRESOLUTION NO. 35-24
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE
VILLAGE AND ELM MANAGEMENT CORP., CHICAGO TITLE LAND TRUST
COMPANY, AS SUCCESSOR TRUSTEE TO LASALLE NATIONAL TRUST N.A. U/T/A
DATED 8/12/92 A/K/A TRUST NO. 117271, AND CHICAGO TITLE LAND TRUST
COMPANY, AS SUCCESSOR TRUSTEE TO FIRST AMERICAN BANK OF
BENSENVILLE F/K/A BENSENVILLE STATE BANK, U/T/A DATED 7/13/76 A/K/A
TRUST NO.76-198 (2800 E. HIGGINS)
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the
Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows:
Section l: That the Mayor be and is hereby authorized to sign the attached documents
marked:
PURCHASE AND SALE 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 281h day of May 2024
APPROVED this 281h day of May 2024
APPROVED:
Mavor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered
into as of this day of May, 2024 ("Effective Date"), among the VILLAGE OF ELK
GROVE VILLAGE, an Illinois home rule municipal corporation with offices located at 901
Wellington Avenue, Elk Grove Village, Illinois ("Buyer"), and each party listed as "Seller" on
Exhibit A attached hereto and incorporated herein by this reference (each a "Seller" and,
collectively, "Sellers") (collectively, the Buyer and Sellers are the "Parties" and individually a
"Party").
RECITALS
WHEREAS, the Sellers own certain several parcels of real property containing
approximately, in total, +/-2.77 acres (120,648 square feet) commonly known as 2800, 2814, 2830,
2832, and 2835 E. Higgins Road located in Elk Grove Village, Illinois, which real property is
legally described in Exhibit A (collectively, the "Sellers' Land"); and
WHEREAS, the Sellers' Land is currently improved with several buildings and structures,
infrastructure, parking lots, and appurtenances (collectively, "Improvements") (collectively, the
Seller's Land and the Improvements are the "Property"); and
WHEREAS, the Buyer's home rule authority, the Tax Increment Allocation
Redevelopment Act (65 ILCS 5/11/74.4-4(c)), and other statutory law authorizes the Buyer to
acquire the Property from the Seller; and
WHEREAS, the Buyer wishes to acquire the Property from the Sellers, and the Sellers
wish to convey the Property to the Buyer, all in accordance with and subject to this Agreement's
terms;
AGREEMENT
In consideration of the recitals, covenants, and agreements contained herein, the Parties
agree as follows:
1. Recitals and Exhibits; Property to be Purchased.
(a) The foregoing Recitals and exhibits attached to this Agreement are
incorporated as though fully set forth in this Section.
(b) Subject to this Agreement's terms and conditions, Sellers agree to convey
to Buyer and Buyer agrees to purchase from Sellers the Property together with all personal
property, if any, remaining on the Property as of the Closing Date (as defined in Section 4 below)
(i.e.-all personal property in and about the Property may be removed by Sellers on or before the
Closing)("Personal Property")
2. Purchase Price. The purchase price for the Property shall be SIX MILLION ONE
HUNDRED FIFTY THOUSAND AND NO 100ths DOLLARS ($6,150,000.00) ("Purchase
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Price"). Buyer shall pay the Purchase Price at Closing, plus or minus any adjustments provided
by Sellers or authorized by this Agreement. Buyer represents and warrants that this is a cash deal
and that the Buyer will not use third party financing to pay the Purchase Price or any portion
thereof.
Each Seller and Buyer agree that: (a) the Purchase Price shall be allocated among
the parcels of the Property as set forth on Exhibit A (the portions of the Purchase Price so
allocated, the "Allocated Purchase Prices"); and (b) the Allocated Purchase Prices have been
arrived at by a process of arm's length negotiations, and the Parties specifically agree to the
Allocated Purchase Prices as final and binding and will consistently reflect those allocations on
their respective federal, state and local tax returns, in any state, county and other local transfer or
sales tax declarations or forms to be filed in connection with the transactions contemplated hereby.
The Allocated Purchase Prices notwithstanding, the Parties acknowledge and agree that the sale of
the Property shall be on an "all or nothing" basis, such that: (i) the Agreement shall apply to all of
the Property on a collective basis; (ii) the Buyer shall have no right, and Sellers shall have no right
or obligation, to exclude any parcel or parcels of the Property from the transaction contemplated
hereby; and (iii) any termination of this Agreement pursuant to the terms hereof shall constitute a
termination of this Agreement as to all, but not less than all, of the Property.
3. Earnest Money. Buyer will deliver, within five (5) business days of the Effective
Date, a check or wire transfer in the amount of ONE HUNDRED THOUSAND AND NO 100ths
($100,000.00) DOLLARS to Chicago Title Insurance Company ("Title Company") (the money
delivered to the Title Company, together with interest thereon is hereinafter referred to as the
"Earnest Money"), to be held and disbursed by the Title Company in accordance with the terms
of a strict joint order escrow agreement in a form acceptable to the Parties. The Earnest Money
plus any interest accrued shall be applied to the Purchase Price to be paid by Buyer at Closing (as
defined in Section 4 below). Except as provided in this Agreement, the Earnest Money shall be
nonrefundable and shall be retained by the Sellers should the Buyer fail to purchase the Property.
4. Closing. The closing of the Property's purchase and sale ("Closing") shall occur
on the third (3rd) Monday following the Effective Date at the offices of the Title Company, or such
other place and time as may be agreed to by the Parties ("Closing Date").
5. Inspection Contingency.
(a) Inspections. Beginning on the Effective Date and ending at 5 p.m. on the
day before the Closing Date ("Inspection Period"), Buyer and its employees, agents, contractors,
consultants, representatives and designees shall, at Buyer's sole expense, have the right to examine
and test the interior and exterior of the Property, including, without limitation, all structures,
mechanical systems, and utilities located thereon, and shall further have the right of reasonable
ingress and egress with advance prior written notice to, and cooperation of, Sellers for the purpose
of making or conducting all studies, tests, assessments of the surface and subsurface conditions
and other tests, examinations, explorations and inspections of the Property as Buyer deems
appropriate (collectively, "Inspection Work"). The foregoing notwithstanding, Buyer's right to
access all or any portion of the parcel of the Property commonly known as 2835 E. Higgins, Elk
Grove Village, IL shall be strictly limited to a time or times selected by the Seller of such parcel
for the purpose of ensuring that the Inspection Work does not interfere with, or otherwise adversely
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affect, the operation of the business on such parcel. Upon the voluntary or involuntary termination
of the Agreement pursuant to this Section 5, Buyer shall promptly repair, at its sole cost and
expense, any damage caused as a result of the foregoing, and shall regardless of whether the
Agreement is terminated, indemnify and hold Sellers harmless from any claim, liability, cost
(including attorneys' fees and costs), damage or injury resulting from the Inspection Work. Prior
to Buyer's entry onto the Property, Buyer shall deliver to Sellers a certificate of insurance
evidencing insurance coverage for commercial general liability for each person and/or entity
entering onto the Property in the amount of $1,000,000.00, from the Buyer's insurance carrier
naming the Sellers as an additional insured party. Buyer's obligations under this Section 5(a)
expressly survive the Closing or earlier termination of this Agreement.
(b) Right of Termination. The Buyer's obligations under this Agreement are
subject to and conditioned upon the determination by Buyer, in its sole discretion and judgment,
that the Property is in satisfactory condition for the Buyer's purposes. In the event such conditions
to Buyer's obligations have not been satisfied within Inspection Period, as determined solely by
Buyer, Buyer shall have the right, by written notice delivered to Sellers on or before the last day
of the Inspection Period, to terminate this Agreement for any reason, or no reason at all. Should
such termination be delivered on or before the end of the Inspection Period, this Agreement shall
be deemed null and void, neither Party shall have any further rights and obligations under this
Agreement, and, in the event of such termination, the Earnest Money shall be promptly returned
to the Buyer. If Buyer fails to notify Sellers that the Property is not acceptable on or before the
end of the Inspection Periodgation, then Buyer shall be deemed to have waived its right to
terminate this Agreement under this Section.
6. Survey and Title Review.
(a) Receipt of Survey and Title Commitment. Concurrently herewith, Sellers
have provided an ALTA title insurance commitment issued by the Title Company showing the
condition of title to the Property ("Title Commitment"), together with copies of all recorded
documents listed or disclosed therein ("Recorded Documents"). Buyer, at its sole cost, shall be
responsible for obtaining any survey of the Property the Buyer deems necessary ("Survey"). If
Buyer obtains a Survey prior to Closing, then, at Closing, it shall be entitled to a credit against the
Purchase Price in the amount of $2,500.
(b) Objections. Buyer may, during the Inspection Period ("Title Review
Period"), review the Title Commitment and the Survey, if any, and, in a writing delivered to the
Sellers, object to matters set forth on the Survey and/or the Title Commitment that are unsuitable
or make the Property undesirable for Buyer's purposes (collectively, the "Objections").
(c) Cure Period. If Buyer gives timely written notice of its Objections prior to
the end of the Title Review Period, Sellers will (i) notify Buyer in writing within two (2) business
days after receipt of Buyer's Objections as to Sellers' proposed steps, if any, to cure such
Objections, and (ii) take the proposed steps, if any, to cure Buyer's Objections during the
Inspection Period ("Cure Period").
(d) Failure to Cure. In the event Sellers are unable, or elect not, to cure any one
or more of Buyer's Objections within the Cure Period, Buyer's sole remedy under this Agreement
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shall be to either: (i) terminate this Agreement, in which event the Earnest Money will be promptly
returned to the Buyer and the Parties shall have no further right or obligation under this Agreement
(except for rights or obligations which expressly survive the termination of this Agreement); or
(ii) waive the Objections and continue the purchase contemplated by this Agreement. Buyer must
provide written notice to Sellers of its election to either terminate this Agreement or to waive the
Objections not later than ten (10) days after the expiration of the Cure Period.
(e) Seller Cooperation. Upon Buyer's request, Sellers agree to cooperate (at no
expense to Sellers) in all respects to facilitate the Inspection Work in and about the Property.
7. Control of Property. Prior to the Closing, except as otherwise provided in this
Agreement and expressly excluding any negligent or willful acts or omissions of Buyer, Buyer
shall have no responsibility or liability for any damages or injury to the Property.
8. Representations. Each Seller represents to Buyer as to the matters set forth below,
that the same will be true and correct as to the Effective Date and the Closing:
(a) As of the Closing Date, such Seller is the owner of its respective parcel of
the Property, or is the purchaser of its parcel of the Property pursuant to an installment agreement
or similar arrangement whereby Seller will cause the current owner of the Property to convey the
same to Seller, or directly to Buyer (each an "Installment Agreement"), and has, or will as of
Closing, the full legal right, power and authority to execute and deliver this Agreement and to
perform all of its obligations hereunder.
(b) Except for the default judgment entered in the case captioned Law Offices
of Arnold H. Landis, P.C. v. Chicago Title Land Trust Company, eft al., Circuit Court of Cook
County, Illinois Case No. 2022 M1 104363 against Chicago Title Land Trust Company, not
personally but solely as Successor Trustee to First American Bank of Bensenville f/k/a Bensenville
State Bank under Trust Agreement dated July 13, 1976 and known as Trust No. 76-198 ("Seller
Trust") in the amount of $203,338.71 on November 14, 2023 ("Default Judgment"), which
Default Judgment the Seller Trust has moved to vacate, such Seller has not received any written
notice of a pending action, suit, arbitration, unsatisfied order or judgment, government investigation
or proceeding (including, without limitation, condemnation or eminent domain proceedings) nor, to
Seller's knowledge, has any such investigation or proceeding been threatened against such Seller
or the Property, in any case that would materially impair such Seller's ability to consummate the
transactions in the manner required by this Agreement. Seller understands that Buyer will, and
hereby does, object to any encumbrance on the Title Commitment related to or associated with the
Default Judgment, that this sentence shall constitute an Objection pursuant to and in accordance
with Section 6(b), and that Buyer shall have no obligation to take title to the Property subject to the
Default Judgment.
(c) To such Seller's actual knowledge, the Property is not subject to any
easements, covenants, conditions, restrictions, agreements, liens or encumbrances that are not of
record.
(d) The Property is not a part of an association or other common ownership
regime except as may be otherwise disclosed by the Title Commitment.
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(e) Such Seller has not entered into any contract, agreement, or option that
remains in effect, other than this Agreement, granting to any party the right to purchase the
Property or any portion thereof.
(f) No consent, waiver, approval or authorization is required from any person
or entity in connection with the execution, delivery, and performance of this Agreement by Seller
(g) Such Seller has not received any written notice from any county, state, or
other governmental entity, excluding notice from the Buyer and from Cook County, Illinois of four
violations, the outstanding fines for which have been paid, of any ongoing violation of any statute,
code, ordinance, rule, or regulation concerning the Property.
(h) Except for a lease for the billboard located on the property commonly
known as 2800 East Higgins Road, Elk Grove Village, IL ("Billboard Lease"), such Seller is not
a party to any written or unwritten leases of any interest in the Property, including, without
limitation, any billboard lease, or any written or unwritten contract, operating arrangement or other
agreement affecting the ownership, use, or operation of the Property that could be binding upon
Buyer or the Property after Closing.
(i) Except for the rights of the tenant under the Billboard Lease, Buyer shall
have the exclusive right to possess, use, and operate the Property on and after the Closing Date.
0) Except for the Billboard Lease, there is no other agreement, written or oral,
under which Seller is or could become obligated to convey, lease, or license the Property or any
interest therein, to a third party, and Seller will not enter into any such agreement before Closing
without the prior written consent of Buyer.
(k) Such Seller is not a "foreign person" as that term is defined in Section 1445
of the Internal Revenue Code.
(1) Such Seller is in compliance with the requirements of Executive Order No.
133224, 66 Fed Reg. 49079 (September 25, 2001) ("Order") and other similar requirements
contained in the rules and regulations of the Office of Foreign Asset Control, Department of the
Treasury ("OFAC") and in any enabling legislation or other Executive Orders in respect thereof
(the Order and such other rules, regulations, legislation, or orders are collectively called the
"Orders"). Neither Seller nor any beneficial owner of Seller is listed on the Specially Designated
Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any
other list of terrorists or terrorist organizations maintained pursuant to any of the rules and
regulations of OFAC or pursuant to any other applicable Orders.
(m) To such Seller's actual knowledge, it has good and marketable title to all
applicable items of Personal Property free and clear of all liens, claims, and encumbrances.
(n) Such Seller has not entered into contracts related to or concerning the
Property that could be binding upon Buyer or the Property after Closing
The representations and warranties of Seller contained in this Section 8 shall survive the
Closing for a period of nine (9) months.
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9. Representations of Buyer. Buyer hereby represents to Sellers that, as of the
Effective Date and deemed to be remade on the Closing Date:
a. Buyer has the full right, power and authority to enter into this Agreement,
to perform under this Agreement, and to consummate the transactions contemplated by this
Agreement and the consummation of the transactions contemplated by this Agreement will not
violate any other agreement to which Buyer is a party.
b. This Agreement has been duly authorized, executed and delivered by Buyer,
creates legal, valid and binding obligations of Buyer, and does not violate and will not conflict
with or result in a breach of any of the terms or provisions of, or constitute a default under, any
judicial order, agreement, arrangements, understanding, accord, document or instrument by which
Buyer is bound.
C. No consent, waiver, approval or authorization is required from any person
or entity in connection with the execution, delivery and performance of this Agreement by Buyer.
d. Buyer is in compliance with the requirements of the Orders. Neither Buyer
nor any beneficial owner of Buyer is listed on the Specially Designated Nationals and Blocked
Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or
terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant
to any other applicable Orders.
The representations and warranties of Buyer contained in this Section 9 shall survive the
Closing for a period of nine (9) months.
10. Closing Conditions.
(a) Buyer Closing Conditions. Buyer's obligations under this Agreement are
contingent upon satisfaction or waiver of the following conditions (collectively, "Buyer Closing
Conditions"):
(i) Each and every representation expressed in this Agreement shall be
true, complete and accurate in all respects as of the Closing Date;
(ii) As of the Closing Date, Sellers shall not be in material default of
any of their obligations under this Agreement;
(iii) Sellers shall not be a party to or the subject of any pending or
threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the
benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, that would
materially and adversely affect Sellers' ability to perform their obligations under this Agreement;
(iv) The issuance by Title Company of a ALTA owner's title insurance
policy, or a "marked up" written commitment unconditionally obligating the Title Company to
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issue a ALTA owner's title insurance policy, pursuant to the terms of the Title Commitment, with
such changes as are permitted pursuant to the terms of this Agreement, in the amount of the
Purchase Price, to be dated as of the recording of the Deed, naming Buyer (or its assignee) as the
insured, subject only to the Objections waived by Buyer ("Title Policy"); and
(v) Sellers shall, at Closing, (1) deliver to Buyer written confirmation
in a form acceptable to the Buyer that the Billboard Lease will terminate on or before March 31,
2025; and (2) assign to Buyer all of Sellers' right, title, and interest in the Billboard Lease,
including, without limitation, Sellers' right to receive rent under the Billboard Lease.
(b) Failure of the Buyer Closing Conditions. If one or more of the Buyer
Closing Conditions has not been satisfied as of the Closing Date, and the same is not due to a
default by Buyer under this Agreement and Buyer is not then in default of any of its obligations
under this Agreement, then as Buyer's sole remedy therefor, Buyer may elect to terminate this
Agreement by written notice to Sellers on or after the Closing Date, in which event the Earnest
Money shall be promptly returned to the Buyer and the Parties shall have no further right or
obligation under this Agreement (except for rights or obligations which expressly survive the
termination of this Agreement), provided that Buyer may unilaterally extend the Closing Date
allow additional time for the satisfaction of any such unsatisfied conditions. Buyer shall have the
right to unilaterally waive the Buyer Closing Conditions by proceeding to and consummating
Closing, and in such event, Buyer shall have no rights or remedies after the Closing with respect
to such waived Buyer Closing Conditions.
(c) Seller Closing Conditions. Sellers' obligations under this Agreement are
contingent upon each and every representation, warranty, and covenant of Buyer expressed in this
Agreement being true, complete, and accurate in all material respects as of the Closing Date
(collectively, "Seller Closing Conditions"):
(d) Failure of the Seller Closing_ Conditions. If one or more of the Seller Closing
Conditions has not been satisfied as of the Closing Date, and the same is not due to a default by
Sellers under this Agreement and Sellers are not then in default of their obligations under this
Agreement, then Sellers may elect to terminate this Agreement by written notice to Buyer on or
after the Closing Date, in which event the Earnest Money shall be retained by Sellers and the
Parties shall have no further right or obligation under this Agreement (except for rights or
obligations which expressly survive the termination of this Agreement), provided that Sellers may
extend the Closing Date to allow additional time for the satisfaction of any such unsatisfied
conditions. Sellers shall have the right to unilaterally waive the Seller Closing Conditions by
proceeding to and consummating Closing, and in such event, Sellers shall have no rights or
remedies after the Closing with respect to such Seller Closing Conditions.
11. Taxes. All real estate taxes and any special assessment imposed on the Property
("Taxes") for the year in which the Closing occurs shall be prorated and adjusted to the Closing
Date. Sellers shall pay (or cause to be paid) all Taxes due and payable on or prior to the Closing
Date. Buyer shall receive a credit prorated in accordance with this Section for all accrued and
unpaid Taxes and the amount of the credit shall be calculated based on one hundred five percent
(105%) of the 2022 (payable in 2023) real estate tax bill (first and second installments). All pro-
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rations will be on the basis of a 366-day year with the Closing Date being charged to the Buyer.
The proration of Taxes shall be final.
12. Utilities. Sellers will obtain as close to the Closing Date as practicable final meter
readings for utilities serving the Property, will pay final utility invoices, and will provide to the
Title Company and Buyer written proof of the same at Closing. Buyer will be responsible to open
new accounts and pay such charges for the Closing Date and thereafter.
13. Closing Deliveries and Costs.
(a) Sellers' Deliveries. At the Closing, Sellers shall deliver the following to
Buyer:
(i) Signed duly recordable Trustee's or Special Warranty Deed or
Deeds (as applicable) for the Property with all required stamps evidencing payment of any
applicable transfer taxes conveying fee simple title to the Property and all of Sellers' rights
appurtenant thereto, subject only to the waived Objections, if any ("Deed").
(ii) A bill of sale (with only a warranty as to ownership, but otherwise
in AS -IS, WHERE -IS condition) for the Personal Property.
(iii) An affidavit certifying to Buyer that each Seller is not a "foreign
person" within the meaning of Sections 1445 or 7701 of the Internal Revenue Code.
(iv) An affidavit certifying that there is no property manager at the
Property.
(v) An ALTA Statement and gap indemnity sufficient to permit the title
insurance company to delete the so called "standard exceptions" to the Title Policy and to date the
Title Policy no earlier than the date and time of recordation of the Deed.
(vi) An affidavit of title executed by each Seller warranting that no
outstanding mechanic's liens exist and that the Property is subject to no leases, liens, or other
claims or encumbrances except those specifically permitted pursuant to this Agreement.
(vii) The MyDec form and any other transfer tax forms required in
connection with the Closing requiring Sellers' signature.
(viii) An assignment of the Billboard Lease to the Buyer.
(ix) Evidence satisfactory to the Title Company of the authority of the
signers of the conveyance documents to consummate the transactions on behalf of Sellers.
(x) A closing statement executed by Sellers in a form mutually
acceptable to Sellers and Buyer.
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(xi) Such other documents as may be required by the terms of this
Agreement or by the Title Company in order to consummate the transactions contemplated by this
Agreement.
All of the documents and instruments referenced in this Section 13(a) shall be in a customary form
and reasonably acceptable to the Title Company and the Buyer.
Sellers:
(b) Buyer's Deliveries. At the Closing, Buyer shall deliver the following to
(i) The Purchase Price less the Earnest Money and any prorations.
(ii) A closing statement executed by Buyer in a form mutually
acceptable to Seller and Buyer.
(iii) Any transfer tax forms required in connection with the Closing
requiring Buyer's signature.
(iv) Such other documents as may be required by the terms of this
Agreement or by the Title Company, or as may reasonably be necessary in order to consummate
the transactions contemplated by this Agreement.
(v) An ALTA Statement and gap indemnity sufficient to permit the title
insurance company to delete the so called "standard exceptions" to the Title Policy and to date the
Title Policy no earlier than the date and time of recordation of the Deed.
(c) Closing Statement. At the Closing, Sellers and Buyer shall each execute a
closing statement drafted by the Title Company and in form and content reasonably acceptable to
both Buyer and Sellers.
(d) Closing Costs.
(i) Sellers shall pay Sellers' attorneys' fees, the Title Commitment's
cost, the premium for the Title Policy (excluding the cost for any endorsements, extended coverage
over the so called "standard exceptions" and any endorsements requested by Buyer), and one-half
of all escrow fees and closing costs charged by the Title Company. All state, county, and municipal
transfer taxes and fees (if any) shall be paid by the Party upon whom the statute or ordinance
imposes such tax as and to the extent the transaction is not exempt from the same, provided
however that Buyer shall pay any transfer taxes or other amounts that may be due the Village of
Elk Grove Village in connection with this transaction.
(ii) Buyer shall pay Buyer's attorneys' fees, the cost of the Survey, the
cost for Buyer's endorsements, extended coverage over the so called "standard exceptions" to the
Title Policy, if any, all due diligence costs and expenses, one-half of all escrow fees and closing
costs charged by the Title Company, and all recording charges for the Deed and other documents
to be recorded in connection herewith.
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(iii) Any other costs, expenses, and fees not specifically provided for
herein shall be allocated between the Parties as is customary and typical for similar types of
transactions for real property in Cook County, Illinois.
14. Delivery of Possession of Property. Except for the rights of the tenant under the
Billboard Lease, the Sellers shall deliver exclusive possession of the Property to Buyer at Closing.
At Closing, the Sellers shall provide the Buyer will all keys, remotes, access codes, and other
information in its possession to access the Property and all structures and improvements located
thereon.
15. Indemnification. Buyer agrees to indemnify and fully protect, defend, and hold
each Seller and all of its and their respective affiliates, partners, shareholders, directors, officers,
managers, members, trustees, beneficiaries, agents, employees, successors, personal
representatives and assigns harmless from and against any and all claims, costs, liens, losses,
damages, liabilities, attorney's fees and costs, and obligations and expenses of every kind and
nature that may be incurred, sustained by or made against each Seller resulting from or arising out
of.
(a) The Inspection Work, including, but not limited to, any entry onto or about
the Property by the Buyer or its agents, employees, contractors, successors or assigns; and
(b) The Buyer's use and/or occupancy of the Property before Closing, except
to the extent caused by the negligent, willful, or intentional act of the applicable Seller; and
(c) Any condition, or absence of the same, in, on or about the Property,
regardless of whether the same arose prior to, as of, or after the Closing, including but not limited
to, the existence of any substance, chemical or other matter in, on or emanating from the soil, or
otherwise in the proximity of the Property, and in any event, regardless of whether the same is in
compliance with, or violates, any applicable law, codes, regulation or ordinance ("Applicable
Laws").
16. Condemnation and Destruction. Except for ILLINOIS STATE TOLL
HIGHWAY AUTHORITY v CHICAGO TITLE LAND TRUST COMPANY ET. AL., case
number 2016 L 050698 ("Condemnation Case"), if, on the Closing Date, all or any portion of the
Property is the subject of a pending or contemplated (but not completed) taking by eminent domain
which has not been consummated or if any building on the Property has been destroyed, Sellers
shall notify Buyer of such fact and Buyer shall have the right, but not the obligation, to terminate
this Agreement by written notice to Sellers within seven (7) business days after such notice,
whereupon the Earnest Money shall be immediately paid by the Title Company to the Buyer and
the rights, duties and obligations of the Parties shall terminate and be of no further force or effect
(provided, however, the Parties shall continue to have those rights and obligations which are
expressly stated in this Agreement to survive termination). If, after receipt of Sellers' notice, Buyer
does not exercise its option to terminate this Agreement, the Parties shall remain bound hereunder,
and as Buyer's sole remedy for such eminent domain or destruction, Sellers shall assign and turn
over, and Buyer shall be entitled to receive and keep, all awards for the taking by eminent domain
described in said notice or all insurance proceeds payable as a result of such destruction or damage.
The provisions of this Agreement notwithstanding, each Seller that is a party to the Condemnation
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Case shall retain all rights and privileges arising out of, or pertaining to the same, including but
not limited to, any just compensation paid or to be paid therein, and Buyer shall have no rights or
privileges, with respect thereto, including any funds remaining on deposit, or to be disbursed to
any applicable Seller, in connection with the Condemnation Case.
17. Brokerage Fees and Commissions. Sellers have not contracted with any real
estate broker, agent, finder or similar person in connection with the negotiation and execution of
this Agreement, the transactions contemplated hereby or the sale and purchase of the Property.
Sellers shall indemnify, defend, and hold Buyer harmless from and against any commission or
other payment due to, or sought by, any real estate broker, agent, finder or similar person in
connection with this matter. Buyer has not contracted with any real estate broker, agent, finder or
similar person in connection with the negotiation and execution of this Agreement, the transactions
contemplated hereby or the sale and purchase of the Property. Buyer shall indemnify, defend, and
hold Sellers harmless from and against any commission or other payment due to, or sought by, any
real estate broker, agent, finder or similar person in connection with this matter. The provisions
set forth in this Section 17 shall survive Closing.
18. Remedies. Notwithstanding anything to the contrary set forth in this Agreement
or in any document delivered in connection with the transaction contemplated by this Agreement,
the Parties agree that if Sellers fail to comply with any of the provisions of this Agreement beyond
any applicable cure period, Buyer's sole and exclusive remedy shall be the right to terminate this
Agreement and receive an immediate refund of the Earnest Money. If Buyer fails to comply with
any material term of this Agreement beyond the applicable cure period, Sellers' sole and exclusive
remedy shall be to retain the Earnest Money.
19. Miscellaneous.
(a) No Waiver. The waiver by either Party hereto of any condition or the breach
of any term, covenant or condition herein contained shall not be deemed to be a waiver of any
other condition or of any subsequent breach of the same or of any other term, covenant or condition
herein contained. Either Party, exercising its sole discretion, may waive any right conferred upon
such Party by this Agreement; provided that such waiver shall only be made by giving the other
Party written notice specifically describing the right waived.
(b) Time of Essence. Time is of the essence of this Agreement.
(c) Governing Law. This Agreement is made and executed under and in all
respects to be governed and construed by the laws of the State of Illinois and the Parties hereby
agree and consent and submit themselves to any court of competent jurisdiction situated in the
Cook County, Illinois.
(d) Notices. All notices and demands given or required to be given by any
Party hereto to any other Party shall be deemed to have been properly given if and when
delivered in person, sent by email, or 3 business days after having been deposited in any U.S.
Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows (or
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sent to such other address as any Party shall specify to the other Party pursuant to the provisions
of this Section):
If to Sellers:
c/o Tim Martin, Esq.
1730 Park Street, Suite 221
Naperville, Illinois 60563
Telephone: (630) 474-8000
Email: Tim@timmartinlaw.com
With a copy to:
David H. Sachs, Esq.
Kilpatrick Townsend & Stockton
500 West Madison Street, Suite 3700
Chicago, IL 60661
Telephone: (312) 606-3249
Email: dsachs@ktslaw.com
If to Buyer:
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: mroangelkgrove.org
With a copy to:
George B. Knickerbocker
Village Attorney
Village of Elk Grove Village
901 Wellington Street
Elk Grove Village, IL 60007
Tele: (847) 357-4032
Fax: (847) 357-4044
Email: gknickerbockerkelkgrove.org
With a copy to:
Gregory W. Jones
Ancel Glink, P.C.
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DocuSign Envelope ID: DE2EE7D3-2820-4851-BF7E43DE1ECFC19E
140 South Dearborn Street, 6th Floor
Chicago, IL 60603
Tele: (312) 782-7606
Fax: (312) 782-0943
Email: gjonesnancelglink.com
Any Party, by notice given as aforesaid, may change the email address to which subsequent notices
are to be sent to such Party.
(e) Assignment, Successors and Assigns. This Agreement, including, without
limitation, any of a Party's rights or obligations hereunder, may not be assigned by any Party,
without the consent of all other Parties except that any Seller may assign its interest hereunder to
a successor owner of Seller's interest in the Property.
(f) Severability. If for any reason any term or provision of this Agreement shall
be declared void and unenforceable by any court with jurisdiction over this Agreement, it shall
only affect such particular term or provision of this Agreement and the balance of this Agreement
shall remain in full force and effect and shall be binding upon the Parties.
(g) Complete Agreement. All understandings and agreements heretofore had
between the Parties are merged into this Agreement which alone fully and completely expressed
their agreement. This Agreement may be amended or modified only in a writing signed by both
Parties, shall apply to and bind the permitted successors and assigns of each of the Parties, and
shall merge with the Deed at Closing, excluding those provisions that this Agreement provides
will survive Closing.
(h) No Third -Party Beneficiaries. The covenants and agreements contained
herein shall be binding upon and inure to the sole benefit of the Parties and their successors and
assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person,
entity, company, or organization, any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
(i) Attorneys' Fees. If any action is brought by either Party arising from, or
related to, this Agreement, then the prevailing Party shall be entitled to receive from the non -
prevailing Party its actual court costs and reasonable attorney's fees incurred. This Section shall
survive Closing or any earlier termination of this Agreement.
0) Calculation of Days. In the event that any date described in this Agreement
for the performance of an action required hereunder by Sellers and/or Buyer falls on a Saturday,
Sunday or federal legal holiday, such date shall be deemed postponed until the next business day
thereafter.
(k) Interpretation. This Agreement and any related instruments shall not be
construed more strictly against one Party than against the other by virtue of the fact that initial
drafts were made and prepared by counsel for one of the Parties, it being recognized that this
Agreement and any related instruments are the product of extensive negotiations between the
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Parties hereto and that both Parties hereto have contributed substantially and materially to the final
preparation of this Agreement and all related instruments.
(1) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument, and any signatures to counterparts may be delivered by facsimile or
other electronic transmission and shall have the same force and effect as original signatures.
19. Confidential. Unless disclosure is authorized in advance in writing by Sellers,
Buyer shall at all times keep this Agreement, the identity of the individuals and/or entities having
any interest in Sellers, and any and all negotiations and/or discussions relating to the Property or
this Agreement strictly confidential, except to the extent necessary: (a) to comply with Applicable
Laws and statutes, including, without limitation, the Freedom of Information Act (5 ILCS 140/1,
et seq.); and (b) for consultation with Buyer's legal counsel, accountants, and consultants.
20. As -Is, Where -Is.
(a) Buyer acknowledges that it is an experienced and sophisticated purchaser
of real estate projects such as the Property and that, prior to executing this Agreement, it has had
had a full and complete opportunity to investigate and examine the Property. Buyer further
acknowledges that, except for Sellers' representations in this Agreement, Buyer has not relied
upon any statements, representations or warranties by Sellers or any agent of Sellers.
(b) Buyer acknowledges and agrees, by consummating the Closing, it will be
deemed to have been given a full opportunity to inspect and investigate each and every aspect of
the Property, either independently or through agents of Buyer's choosing. AS A MATERIAL
PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLERS AND BUYER
AGREE THAT TO THE GREATEST EXTENT PERMITTED BY LAW, SELLERS ARE
SELLING AND BUYER IS PURCHASING AND TAKING THE PROPERTY ON AN "AS IS,
WHERE IS" BASIS, ACCEPTING ANY AND ALL LATENT AND PATENT DEFECTS.
BUYER ACKNOWLEDGES THAT IT IS SOLELY RELYING UPON ITS EXAMINATION
OF THE PROPERTY AND IT IS NOT RELYING UPON ANY REPRESENTATION,
STATEMENT OR OTHER ASSERTION OF ANY KIND WHATSOEVER, EXPRESS OR
IMPLIED, FROM SELLERS, THEIR AGENTS OR REPRESENTATIVES AS TO ANY
MATTER CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (I)
THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE
PROPERTY, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION
OF SOILS, GEOLOGY AND ANY GROUNDWATER, (III) THE EXISTENCE, QUALITY,
NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE
PROPERTY, (IV) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE
PROPERTY' USE, HABITABILITY, MERCHANTABILITY, SUITABILITY, VALUE OR
FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (V) THE ZONING OR
OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE
RESTRICTIONS ON USE OF THE PROPERTY, (VI) THE COMPLIANCE OF THE
PROPERTY OR THEIR OPERATION WITH ANY APPLICABLE CODES, LAWS,
REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND
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RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI -GOVERNMENTAL ENTITY OR
OF ANY OTHER PERSON OR ENTITY, (VII) THE PRESENCE OF HAZARDOUS
MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR
NEIGHBORING PROPERTY, AND (VIII) THE ECONOMICS OF THE OPERATION OF THE
PROPERTY.
(c) WITHOUT LIMITING THE ABOVE, TO THE GREATEST EXTENT
PERMITTED BY LAW, BUYER, FOR AND ON BEHALF OF ITSELF, ANY ENTITY
AFFILIATED WITH BUYER AND ITS SUCCESSORS AND ASSIGNS, WAIVES ITS RIGHT
TO RECOVER FROM AND FOREVER RELEASES AND DISCHARGES SELLERS AND
SELLERS' AFFILIATES, PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS,
MANAGERS, MEMBERS, TRUSTEES, BENEFICIARIES, AGENTS, EMPLOYEES,
SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (COLLECTIVELY
"SELLER PARTIES") FROM AND AGAINST ANY AND ALL DEMANDS, CLAIMS, LEGAL
OR ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES,
FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS) OF WHATEVER KIND OR
NATURE, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, EXISTING AND FUTURE, CONTINGENT OR OTHERWISE (INCLUDING
ANY ACTION OR PROCEEDING, BROUGHT OR THREATENED, OR ORDERED BY ANY
APPROPRIATE GOVERNMENTAL ENTITY) THAT MAY ARISE ON ACCOUNT OF OR IN
ANY WAY BE CONNECTED WITH OR RELATING TO THE PROPERTY' CONDITION OR
ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING WITHOUT
LIMITATION, THE PRESENCE, MISUSE, USE, DISPOSAL, RELEASE OR THREATENED
RELEASE OF ANY HAZARDOUS OR TOXIC MATERIALS, CHEMICALS OR WASTES AT
THE PROPERTY AND ANY LIABILITY OR CLAIM RELATED TO THE PROPERTY
ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. SECTION
9601 et seq.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986,
THE RESOURCE CONSERVATION AND RECOVERY ACT of 1976 (42 U.S.C. SECTION
6901 et seq.), THE CLEAN WATER ACT (33 U.S.C. SECTION 1251 et seq.), THE SAFE
DRINKING WATER ACT (42 U.S.C. SECTION 30OF ct seq.), THE HAZARDOUS
MATERIALS TRANSPORTATION ACT (49 U.S.C. SECTION 5101 et seq.), THE TOXIC
SUBSTANCES CONTROL ACT (15 U.S.C. SECTION 2601 et seq.), EACH AS AMENDED,
OR ANY OTHER CAUSE OF ACTION BASED ON ANY OTHER STATE, LOCAL, OR
FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATION.
21. Land Trustee Exculpation.
Notwithstanding anything to the contrary herein, it is expressly understood and agreed by
and among the Parties hereto that: (a) if and to the extent any warranties, indemnities,
representations, covenants, undertakings and agreements herein are made on the part of a trust
company, as trustee of a land trust ("Land Trust Trustee") made party hereto, while in form
purporting to be the warranties, indemnities, representations, covenants, undertakings and
agreements of said Land Trust Trustee, are nevertheless each and every one of them, made and
intended not as personal warrantees, indemnities, representations, covenants, undertakings and
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DocuSign Envelope ID: DE2EE7D3-2820-4851-BF7E43DE1ECFC19E
agreements by the Land Trust Trustee or for the purpose or with the intention of binding said Land
Trust Trustee personally but are made and intended for the purpose of binding the trust made party
hereto (and the property of said trust described herein), and this Agreement is executed and
delivered by said Land Trust Trustee or the representative thereof not in its own right, but solely
in the exercise of the powers conferred upon it as such Land Trust Trustee; and (b) that no personal
liability or personal responsibility is assumed by nor shall at any time be asserted or enforceable
against said Land Trust Trustee, on account of this Agreement or on account of any warranty,
indemnity, representation, covenant, undertaking or agreement of the said Land Trust Trustee in
this Agreement contained, either expressed or implied, all such personal liability, if any, being
expressly waived and released.
22. Exchange. The Parties acknowledge that both Buyer and Sellers may desire that
this transaction constitute a tax deferred exchange within the meaning of Section 1031 of the
Internal Revenue Code. Provided there is no cost, expense or liability imposed upon the non -
requesting Party, and the non -requesting Party is not required to take title to any other property,
then each Party agrees, at not cost to that Party, to execute any and all additional documentation
that may by reasonably necessary to assist the requesting Party in concluding this transaction as
part of a tax deferred exchange. In no event shall any such tax deferred exchange result in any
delay in the Closing.
23. Post -Closing Obligations. At and after the Closing, Buyer shall assume all
obligations relative to the Property, including, but not limited to, the Property's compliance with
all Applicable Laws. Buyer's obligations hereunder include any condition, or the absence of the
same, in, on or about the Property, regardless of whether the same arose prior to, as of, or after the
Closing, including but not limited to, the existence of any substance, chemical or other matter in,
on or emanating from the soil, or otherwise in the proximity of the Property, and in any event,
regardless of whether the same is in compliance with, or violates, any applicable law, codes,
regulation or ordinance. In connection with the foregoing, Buyer acknowledges and agrees that
adverse environmental conditions may exist in, on or about the Property that may violate
Applicable Laws, and that Buyer is expressly assuming the responsibility therefor, including, but
not limited to, the obligation to rectify and/or remediate the same and otherwise bringing the same
into compliance with Applicable Laws, at its sole cost and expense and without any right of
reimbursement or contribution from Sellers (regardless of any Seller's acts or omissions causing
or contributing to the same).
(Balance of Page Intentionally Left Blank — Signature Page to Follow)
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.
BUYER:
VILLAGE OF
an Illinois nici
Craig B.
Date:
a
'ROVE VILLAGE, Attest:
corporation
Date:
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Murphy,
'` ` � �
� r �
�� �. tit
\�
. �
.� \'\
DocuSign Envelope ID: DE2EE7D3-28204851-BF7E43DE1 ECFC19E
SELLERS:
ELM MANAGEMENT CORP., an Illinois
corporation
DocuSigned by:
By:
Name: Sharyn Wellek
Its: Authorized Representative
CHICAGO TITLE LAND TRUST
COMPANY, not personally but solely as
Successor Trustee to LaSalle National Trust
N.A., under Trust Agreement dated August
12, 1992 and known as Trust Number 117271
DocuSigned by:
Sw Wd"
By. oAFn r �SaenenF
Name: Sharyn Wellek
Its: Authorized Representative
CHICAGO TITLE LAND TRUST
COMPANY, not personally but solely as
Successor Trustee to First American Bank of
Bensenville f/k/a Bensenville State Bank
under Trust Agreement dated July 13, 1976
and known as Trust No. 76-198
By:FDocuSigned by:
S6",a'tw w
Name: Sharyn Wellek
Its: Authorized Representative
May 17, 2024
Date:
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DocuSign Envelope ID: DE2EE7D3-2820-4851-BF7E-43DE1ECFC19E
Exhibit A
Separate Property Addresses/PINs/Sellers/ Legal Description
Parcel
Street Address
PINs
Seller
1
2800 E. Higgins,
08-26-410-001
Elm Management
Elk Grove Village,
Corp., an Illinois
IL
corporation
2
2814 E. Higgins,
08-26-410-002
Elm Management
Elk Grove Village,
08-35-201-003
Corp., an Illinois
IL
corporation (under
Installment Agreement
for Trustee's Deed
3
2830 E. Higgins,
08-35-201-004
Chicago Title Land
Elk Grove Village,
Trust Company, as
IL
Successor Trustee to
LaSalle National Trust
N.A., u/t/a dated
8/12/92 a/k/a Trust No.
117271
4
2832 E. Higgins,
08-35-201-008
Chicago Title Land
Elk Grove Village,
Trust Company, as
IL
Successor Trustee to
LaSalle National Trust
N.A., u/t/a dated
8/12/92 a/k/a Trust No.
117271
5
2835 E. Higgins,
08-35-201-009
Chicago Title Land
Elk Grove Village,
Trust Company, as
IL
Successor Trustee to
First American Bank of
Bensenville f/k/a
Bensenville State Bank,
u/t/a dated 7/13/76 a/k/a
Trust No. 76-198
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DocuSign Envelope ID: DE2EE7D3-2820-4851-BF7E-43DE1ECFC19E
Legal Description of the Sellers' Land
PARCEL 1:
THAT PART OF THE SOUTH EAST 1/4 OF SECTION 26, TOWNSHIP 41 NORTH, RANGE
11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING NORTHEASTERLY OF THE
NORTHEASTERLY LINE OF HIGGINS ROAD AND SOUTHWESTERLY OF THE
SOUTHWESTERLY LINE OF TOUHY AVENUE AS DEDICATED AND
NORTHWESTERLY OF THE NORTHWESTERLY LINE OF A PARCEL OF LAND
DESCRIBED AS FOLLOWS:
COMMENCING AT A STONE AT THE SOUTHEAST CORNER OF SECTION 26
AFORESAID, WHICH IS IDENTICAL WITH THE NORTHEAST CORNER OF SECTION
35, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN;
THENCE SOUTH ON THE EAST LINE OF SECTION EXTENDED 0.535 CHAINS;
THENCE SOUTH 68 DEGREES WEST, 3.46 CHAINS TO THE CENTER LINE OF
HIGGINS ROAD; THENCE NORTHWESTERLY ALONG THE CENTER OF HIGGINS
ROAD, 3.05 AND 1/2 CHAINS; THENCE NORTH 68 DEGREES EAST TO A POINT IN
THE EAST LINE OF SECTION 26 AFORESAID, 2.58 CHAINS NORTH OF THE
SOUTHEAST CORNER OF SECTION 26; THENCE SOUTH ON THE EAST LINE OF
SECTION 26 AFORESAID, 2.58 CHAINS TO THE PLACE OF BEGINNING IN THE TOWN
OF ELK GROVE IN COOK COUNTY, ILLINOIS EXCEPT THAT PART TAKEN FOR
ROADS AND HIGHWAYS IN CASE 16LO50696 AND EXCEPT THAT PART DESCRIBED
AS FOLLOWS: THE NORTHEASTERLY 21.0 FEET MEASURED RADIALLY FROM THE
SOUTHWESTERLY LINE OF TOUHY AVENUE AS THE SAME IS NOW LOCATED AND
ESTABLISHED OF THAT CERTAIN TRACT OR PARCEL OF LAND DESCRIBED AS
FOLLOWS: THAT PART OF THE SOUTH EAST 1/4 OF SECTION 26, TOWNSHIP 41
NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN LYING
NORTHEASTERLY OF THE NORTHEASTERLY LINE OF HIGGINS ROAD AND
SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF TOUHY AVENUE AS
DEDICATED AND NORTHWESTERLY OF THE NORTHWESTERLY LINE OF A
PARCEL OF LAND DESCRIBED AS FOLLOWS: COMMENCING AT A STONE AT THE
SOUTHEAST CORNER OF SECTION 26 AFORESAID THENCE SOUTH ON THE EAST
LINE OF SAID SECTION 0.535 CHAINS, THENCE SOUTH 68 DEGREES WEST, 3.46
CHAINS TO CENTER OF HIGGINS ROAD; THENCE NORTHWESTERLY ALONG THE
CENTER OF HIGGINS ROAD 3.05 AND 1/2 CHAINS THENCE NORTH 68 DEGREES
EAST TO A POINT IN THE EAST LINE OF SECTION 26 AFORESAID 2.58 CHAINS
NORTH OF THE SOUTHEAST CORNER OF SECTION 26; THENCE SOUTH ON THE
EAST LINE OF SECTION 26 AFORESAID 2.58 CHAINS TO POINT OF BEGINNING IN
COOK COUNTY, ILLINOIS.
PARCEL 2:
THAT PART OF THE SOUTHEAST 1/4 OF SECTION 26 AND THE NORTHEAST 1/4 OF
SECTION 35, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL
MERIDIAN, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 35, RUNNING
THENCE SOUTH IN THE CENTER OF ROAD, 35.31 FEET; THENCE SOUTH 68
W
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DEGREES WEST ALONG THE NORTH LINE OF SCHOOL LOT, 228.36 FEET TO
CENTER OF ROAD; THENCE NORTH 41 DEGREES WEST ALONG THE CENTER OF
ROAD, 201.63 FEET; THENCE NORTH 68 DEGREES EAST, 372.24 FEET TO THE EAST
LINE OF SAID SECTION 26 IN CENTER OF ROAD; THENCE SOUTH 170.28 FEET TO
THE POINT OF BEGINNING (EXCEPT THAT PART LYING NORTHEASTERLY AND
EASTERLY OF THE SOUTHWESTERLY AND WESTERLY LINES OF TOUHY AVENUE,
AS WIDENED AND DEDICATED BY PLAT RECORDED JULY 6, 1965 AS DOCUMENT
19516388), SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS.
ALSO EXCEPT THAT PART OF THE SOUTHEAST QUARTER OF SECTION 26, AND
THE NORTHEAST QUARTER OF SECTION 35, BOTH IN TOWNSHIP 41 NORTH,
RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID
SECTION 35; THENCE ALONG THE EAST LINE, OF SAID NORTHEAST QUARTER OF
SECTION 35, SOUTH 0 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF
55.45 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, A
DISTANCE OF 50.00 FEET TO THE POINT OF BEGINNING; THENCE ALONG THE
NORTH LINE OF THE SCHOOL LOT, SOUTH 68 DEGREES 03 MINUTES 00 SECONDS
WEST, A DISTANCE OF 10.78 FEET; THENCE ALONG A LINE PARALLEL WITH THE
EAST LINE OF THE NORTHEAST QUARTER OF SECTION 35-41-11, NORTH 0
DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 23.63 FEET; THENCE A
DISTANCE OF 99.13 FEET ALONG AN ARC OF A CIRCLE, CONVEX TO THE
NORTHEAST, HAVING A RADIUS OF 80.00 FEET WITH A CENTRAL ANGLE OF 70
DEGREES 59 MINUTES 57 SECONDS, AND WHOSE CHORD OF 92.91 FEET BEARS
NORTH 35 DEGREES 29 MINUTES 58 SECONDS WEST; THENCE A DISTANCE OF
112.82 FEET, ALONG AN ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING
A RADIUS OF 1824.35 FEET WITH A CENTRAL ANGLE OF 3 DEGREES 32 MINUTES 36
SECONDS, AND WHOSE CHORD OF 112.80 FEET BEARS NORTH 69 DEGREES 13
MINUTES 39 SECONDS WEST; THENCE NORTH 68 DEGREES 03 MINUTES 00
SECONDS EAST, A DISTANCE OF 5.71 FEET; THENCE ALONG THE SOUTHEASTERLY
LINE OF 56.00 FOOT WIDE RIGHT-OF-WAY OF TOUHY AVENUE (ILLINOIS ROUTE
72), AS RECORDED JULY 6, 1965, PER DOCUMENT NO. 19 516388, AND THE
WESTERLY LINE OF 50.00 FOOT WIDE RIGHT-OF-WAY OF ELMHURST ROAD (FAU
ROUTE 2678), THE FOLLOWING THREE COURSES: (1) A DISTANCE OF 103.70 FEET,
ALONG AN ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING A RADIUS
OF 1820.35 FEET WITH A CENTRAL ANGLE OF 3 DEGREES 15 MINUTES 50
SECONDS, AND WHOSE CHORD OF 103.68 FEET BEARS SOUTH 69 DEGREES 12
MINUTES 56 SECONDS EAST; (2) A DISTANCE OF 123.65 FEET, ALONG AN ARC OF A
CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 100.00 FEET WITH A
CENTRAL ANGLE OF 70 DEGREES 50 MINUTES 53 SECONDS, AND WHOSE CHORD
OF 115.92 FEET BEARS SOUTH 35 DEGREES 25 MINUTES 30 SECONDS EAST; (3)
ALONG A LINE PARALLEL WITH THE EAST LINE OF THE NORTHEAST QUARTER
OF SECTION 35-41-11, SOUTH 0 DEGREES 00 MINUTES 00 SECONDS WEST, A
DISTANCE OF 6.13 FEET TO THE POINT OF BEGINNING, SITUATED IN THE COUNTY
OF COOK AND STATE OF ILLINOIS.
PARCEL 3:
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DocuSign Envelope ID: DE2EE7D3-2820-4851-BF7E-43DE1ECFC19E
THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 35,
TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN,
DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT IN THE EAST LINE OF SAID SECTION 35, 35.30 FEET
SOUTH OF THE NORTHEAST CORNER THEREOF; RUNNING THENCE SOUTH 68
DEGREES 03 MINUTES WEST, 222.72 FEET; THENCE SOUTHEASTERLY 306.80 FEET
TO A POINT ON THE EAST LINE OF SAID SECTION 35, 310.07 FEET SOUTH OF THE
PLACE OF BEGINNING; THENCE NORTH ALONG THE EAST LINE OF SAID SECTION
35, TO THE PLACE OF BEGINNING,
(EXCEPT THAT PART OF PREMISES LYING WITHIN HIGGINS ROAD (AS PLATTED
AND AS USED AND OCCUPIED); AND EXCEPT THAT PART OF SAID PREMISES
DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EAST LINE OF SAID
SECTION 35, 35.30 FEET SOUTH OF THE NORTHEAST CORNER THEREOF; THENCE
SOUTH 68 DEGREES 3 MINUTES WEST, TO A POINT DISTANCE 50.0 FEET WEST,
MEASURED AT RIGHT ANGLES FROM THE EAST LINE OF SAID SECTION 35;
THENCE SOUTH PARALLEL WITH SAID EAST LINE OF SECTION 35, TO A POINT OF
CURVATURE, DISTANT 61.36 FEET NORTH OF THE NORTHEASTERLY LINE OF
HIGGINS ROAD, SAID LAST MENTIONED DISTANCE BEING MEASURED ALONG
SAID LINE PARALLEL WITH AND DISTANT 50.0 FEET WEST, MEASURED AT RIGHT
ANGLES, FROM THE EAST LINE OF SECTION 35; THENCE SOUTHWESTERLY
ALONG A CURVED LINE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS
OF 23.0 FEET, A DISTANCE OF 55.75 FEET TO A POINT OF TANGENCY IN SAID
NORTHEASTERLY LINE OF HIGGINS ROAD, DISTANT 87.22 FEET NORTHWESTERLY
FROM THE INTERSECTION OF SAID NORTHEASTERLY LINE OF HIGGINS ROAD
WITH THE WEST LINE OF ELMHURST ROAD, AS MEASURED ALONG SAID
NORTHEASTERLY LINE OF HIGGINS ROAD; THENCE SOUTHEASTERLY ALONG
SAID NORTHEASTERLY LINE OF HIGGINS ROAD AND THE SAME EXTENDED, A
DISTANCE OF 137.43 FEET TO THE EAST LINE OF SAID SECTION 35; THENCE
NORTH ALONG SAID EAST LINE OF SECTION 35, A DISTANCE OF 275.21 FEET TO
THE POINT OF BEGINNING), ALSO EXCEPT THEREFROM THAT PART TAKEN AS
PER CIRCUIT COURT OF COOK COUNTY, COURT CASE DOCUMENT NUMBER 91 L
50387.
PARCEL 4:
THAT PART OF THE NORTHEAST 1/4 OF THE NORTH EAST 1/4 OF SECTION 35,
TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN,
DESCRIBED AS FOLLOWS:
BEGINNING ON THE CENTER LINE OF HIGGINS ROAD, 303.47 FEET NORTH WEST
OF THE EAST LINE OF SAID SECTION; THENCE AT RIGHT ANGLES IN A
SOUTHWESTERLY DIRECTION FROM THE CENTER OF SAID HIGGINS ROAD, A
DISTANCE OF 184 FEET TO A STAKE; THENCE AT RIGHT ANGLES IN A
SOUTHEASTERLY DIRECTION FROM SAID LAST MENTIONED LINE AND PARALLEL
WITH THE CENTER LINE OF HIGGINS ROAD, 127.46 FEET TO A STAKE 254.35 FEET
WEST OF CENTER OF ELMHURST ROAD; THENCE SOUTH PARALLEL TO THE EAST
LINE OF SAID SECTION TO POINT 273.13 FEET NORTH OF THE NORTH LINE OF
ESTES AVENUE; THENCE NORTHEASTERLY 202.90 FEET TO A POINT IN THE
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DocuSign Envelope ID: DE2EE7D3-2820-4851-BF7E-43DE1ECFC19E
CENTER LINE OF HIGGINS ROAD, SAID POINT BEING 119.57 FEET
NORTHWESTERLY OF THE EAST LINE OF SAID SECTION; THENCE
NORTHWESTERLY ALONG THE CENTER LINE OF SAID HIGGINS ROAD TO THE
POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. (EXCEPT THAT PART OF
HIGGINS AND ELMHURST ROADS AS WIDENED).
PARCEL 5:
THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 35,
TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN
DESCRIBED AS FOLLOWS:
BEGINNING ON THE EAST LINE OF SAID SECTION 35 AT THE POINT OF
INTERSECTION OF HIGGINS ROAD AND ELMHURST (SO CALLED); THENCE IN A
NORTHWESTERLY DIRECTION ALONG THE CENTER OF SAID HIGGINS ROAD,
119.57 FEET; THENCE SOUTHWESTERLY ALONG A LINE THAT FORMS AN ANGLE
OF 78 DEGREES 47 MINUTES (MEASURED FROM NORTHWEST TO SOUTHWEST), A
DISTANCE OF 202.90 FEET TO A POINT IN A LINE 254.35 FEET WEST OF THE
CENTER OF SAID ELMHURST ROAD, BEING THE EAST LINE OF SAID SECTION 35;
THENCE SOUTHERLY PARALLEL WITH THE CENTER LINE OF SAID ELMHURST
ROAD, 273.13 FEET, MORE OR LESS TO THE NORTH LINE OF ESTES AVENUE AS
DEDICATED IN CENTEX INDUSTRIAL PARK UNIT 5 BEING A SUBDIVISION IN SAID
SECTION 35; THENCE EAST ALONG THE NORTH LINE AND SAID NORTH LINE
EXTENDED OF ESTES AVENUE, 254.35 FEET TO THE EAST LINE OF SAID SECTION
35; THENCE NORTH ALONG THE EAST LINE OF SAID SECTION 35 TO THE PLACE OF
BEGINNING,
(EXCEPT THAT PART TAKEN AND BEING USED FOR ROADS),
AND
(EXCEPT THAT PART TAKEN FOR ROAD PURPOSES IN CONDEMNATION CASE 91L
50269 PER FINAL JUDGMENT ORDER RECORDED APRIL 22, 1997 AS DOCUMENT
NUMBER 97276692 AS AMENDED BY AMENDED FINAL JUDGMENT ORDER
RECORDED OCTOBER 27, 1997 AS DOCUMENT NUMBER 97799588), IN COOK
COUNTY, ILLINOIS.
ALSO EXCEPT THEREFROM THAT PART TAKEN AS PER CIRCUIT COURT OF COOK
COUNTY, COURT CASE DOCUMENT NUMBER 161,050698.
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