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HomeMy WebLinkAboutRESOLUTION - 5-25 - 1/14/2025 - 100 TURNER, TURNER AVENUE, LLC. PURCHASE AND SALE AGREEMENTRESOLUTION NO. 5-25 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE AND TURNER AVENUE, LLC (100 TURNER AVENUE) NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached document marked: PURCHASE AND SALE AGREEMENT (100 TURNER AVENUE) a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 5 NAYS: 0 ABSENT: 1 PASSED this 141h day of January 2025 APPROVED this 141h day of January 2025 APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk Execution Copy December 4, 2024 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of this ay of January, 2025 ("Effective Date"), between 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 Turner Avenue, LLC, an Illinois limited liability company with offices located at 100 Turner Avenue, Elk Grove Village, Illinois ("Seller") (collectively, the Buyer and Seller are the "Parties" and individually a "Party"). RECITALS WHEREAS, the Seller owns a certain parcel of real property containing approximately, In total, +/- 17,688 square -feet commonly known as 100 Turner Avenue located in Elk Grove Village, Illinois, which real property is legally described in Exhibit A ("Seller's Land"); and WHEREAS, the Seller's Land is currently improved with a building , infrastructure, parking lots, and appurtenances (collectively, "Improvements") (collectively, the Seller's Land and the Improvements are the "Property") that is occupied by at least one tenant (collectively, "Tenants"); and WHEREAS, the Buyer's home rule authority 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 Seller, and the Seller wishes 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, Seller agrees to convey to Buyer and Buyer agrees to purchase from Seller the Property together with (a) all personal property remaining on the Property on the Closing Date (as defined in Section 4 below), excluding personal property owned by the Tenants; and (b) all of Seller's right, title, and interest in and to the written agreements pursuant to which any portion of the Seller's Property is used or occupied by anyone other than Seller, including, without limitation, the Tenants, being more particularly identified on Exhibit B ("Leases"), attached hereto. 2. Purchase Price. The purchase price for the Property shall be THREE HUNDRED TEN THOUSAND AND NO 100ths ($310,000.00) DOLLARS ("Purchase Price"). Buyer Execution Copy December 4, 2024 shall pay the Purchase Price at Closing, minus any credits provided by Seller 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. 3. Earnest Money. Buyer will deliver, within five (5) business days of the Effective Date, a check or wire transfer in the amount of TWENTY-FIVE THOUSAND AND NO 100ths ($25,000.00) 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 Seller should the Buyer fail to purchase the Property. 4. Closing. The Buyer will schedule a closing of the Property's purchase and sale ("Closing") no sooner than January 6, 2025, and no later than January 17, 2025, 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 thirty (30) days after the Effective Date ("Inspection Period"), Buyer and its employees, agents, contractors, consultants, representatives and designees shall, at Buyer's sole expense, have the following rights (collectively, "Inspection Work"): (i) the right to examine and test the interior and exterior of the Property, including, without limitation, all structures, mechanical systems, and utilities located thereon. (ii) the right to reasonable ingress and egress with advance notice to, and cooperation of, Seller for the purpose of making or conducting all studies, tests, assessments of the surface and subsurface conditions and other tests, examinations, explorations and inspections as Buyer deems appropriate including, but without limitation, environmental and soil testing. (iii) the right to review survey, title, and any leases of the Property as well any restrictive covenants on the Property. (iv) the right to conduct interviews with any tenant of the Property for the purpose of negotiating the termination of their leases. Upon the voluntary or involuntary termination of the Inspection Period, Buyer shall at Buyer's sole expense return the Property to its condition as it existed upon the Effective Date, reasonable wear and tear excepted. (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 PA Execution Copy December 4, 2024 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 Seller 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. Survey and Title Review. (a) Receipt of Survey and Title Commitment. Within fourteen (14) days after the Effective Date, Seller shall provide Buyer, at Seller's sole expense, a current ALTA survey ("Survey") and satisfactory 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"). (b) Objections. Buyer may, during the Inspection Period, review the Title Commitment and the Survey and, in a writing delivered to the Seller, 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, Seller will (i) notify Buyer in writing within two (2) days after receipt of Buyer's Objections as to Seller's proposed steps to cure such Objections, and (ii) take reasonable steps to cure Buyer's Objections during the Inspection Period ("Cure Period"). (d) Failure to Cure. In the event Seller is unable to cure any one or more of Buyer's Objections before the Closing Date, Buyer's remedy under this Agreement 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. (e) Seller Cooperation. Upon Buyer's request, Seller agrees to cooperate in all respects to facilitate the Inspection Work and agrees to make available all documents, books and records necessary to permit the inspections described herein. 7. Control of Property. Prior to the Closing, Seller shall have the full responsibility and liability for any and all damages or injury to the Property. If, prior to the Closing Date, the Property is materially damaged or the Property is the subject of an action in eminent domain or a proposed taking by a governmental authority, whether temporary or permanent, Buyer, at its sole discretion, shall have the right to terminate this Agreement upon notice to Seller by so notifying Seller. If Buyer exercises its right of termination, the Earnest Money will be promptly returned to the Buyer. If Buyer does not exercise its right of termination, any and all proceeds arising out of such damage or destruction, if the same be insured, or out of any such eminent domain or taking, shall be paid to the Buyer on the Closing Date. Execution Copy December 4, 2024 S. Representations. Seller represents and warrants to Buyer as set forth below, which representations and warranties shall be deemed remade on the Closing Date. (a) Seller is a limited liability company in good standing. Seller 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 Seller is a party. (b) This Agreement has been duly authorized, executed and delivered by Seller, creates legal, valid and binding obligations of Seller, 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 Seller or the Property 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 Seller. (d) 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 Seller or the Property, in any case that would materially impair Seller's ability to consummate the transactions in the manner required by this Agreement. (e) The Property is not subject to any easements, covenants, conditions, restrictions, agreements, liens or encumbrances that are not of record. (0 The Property is not a part of an association or other common ownership regime except as may be otherwise disclosed by the Title Commitment. (g) 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. (h) Seller has not received any written notice from any municipal, county, state or other governmental authority of any ongoing violation of any statutes, codes, ordinances, rules or regulations with respect to the Property. (i) Seller is not a party to any written or unwritten leases of any interest in the Property, including, without limitation, any written or unwritten contract, operating arrangement or other agreement affecting the ownership, use, or operation of the Property that could be binding 4 Execution Copy December 4, 2024 upon Buyer or the Property after Closing other than Leases provided by the Buyer as described in Exhibit B. (j) Buyer shall have the exclusive right to possess, use, and operate the Property on and after the Closing Date, subject to the Leases. (k) There is no other agreement, written or oral, other than those listed in Exhibit B, 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. (1) Seller is not a "foreign person" as that term is defined in Section 1445 of the Internal Revenue Code. (m) No Hazardous Substance (as defined below) has been generated, stored, released, discharged or disposed of, from or on the Property in violation of any Environmental Law (as defined below). "Hazardous Substance" shall mean any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized under any Environmental Law. "Environmental Law" shall mean any law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution or substances or materials which are considered to be hazardous or toxic, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Emergency Planning and Community Right to Know Act, and any state and local environmental law. (n) 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. (o) Seller has good and marketable title to all items of personal property located on the Property free and clear of all liens, claims, and encumbrances, excluding personal property owned by the Tenants. (p) The 2023 (payable in 2024) real estate taxes for the Property were $18,989.13, and Seller is unaware of and has not received any notice of any increase in the Execution Copy December 4, 2024 Property's assessed value. Seller will promptly notify Buyer of any increase in the Property's assessed value occurring between the Effective Date and the Closing Date. (q) There are no contracts, other than those listed in Exhibit B, related to or concerning the Property. Notwithstanding any provisions to the contrary herein, the representations and warranties of Seller contained in this Section 8 shall survive the Closing for a period of one (1) year (Seller hereby agreeing to indemnify and hold harmless Buyer and Buyer's affiliates from any and all liabilities, costs, damages and expenses arising from or related to the breach of any such representations as to conditions existing prior to the Closing Date, for such period ending one (1) year after the Closing Date), at which time such representations (and such indemnity obligation) shall terminate and be of no further force or effect, except for any claims made prior to the end of such 1-year period. 9. Representations and Warranties of Buyer. To the best of Buyer's knowledge, Buyer hereby represents to Seller 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. e. Based on the completeness and accuracy of Seller's representation and warranty in Section 8(m), and subject to the same, Buyer agrees to assume responsibility, after the Closing Date, for the Property's compliance with any Environmental Law. Notwithstanding any provisions to the contrary herein, the representations and warranties of Buyer contained in this Section 9 shall survive the Closing for a period of one (1) year (Buyer hereby agreeing to indemnify and hold harmless Seller from any and all liabilities, costs, damages 0 Execution Copy December 4, 2024 and expenses arising from or related to the breach of any such representations or warranties, as to conditions existing prior to the Closing Date, for such period ending one (1) year after the Closing Date), at which time such representations and warranties (and such indemnity obligation) shall terminate and be of no further force or effect, except for any claims made prior to the end of such I -year period. 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, Seller shall have kept, observed, performed, satisfied and complied with all material terms, covenants, conditions, agreements, requirements, restrictions and provisions required by this Agreement to be kept, observed, performed, satisfied or complied with by Seller in all material respects; (iii) Seller 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 Seller's ability to perform its obligations under this Agreement; and (iv) The issuance by Title Company of an ALTA owner's title insurance policy, or a "marked up" written commitment unconditionally obligating the Title Company to issue a ALTA owner's title insurance policy, pursuant to the terms of the Title Commitment, with such changes thereto as were negotiated between Buyer and the Title Company during the Inspection Period, in the amount of the Purchase Price, subject only to the Objections waived by the Buyer (if any), to be dated as of the recording of the Deed, naming Buyer (or its assignee) as the insured ("Title Policy"). (v) As of the Closing Date, Seller and the Tenants will have signed a lease termination agreement substantially in the form of Exhibit C ("Lease Termination Agreement"), attached hereto. (vi) As of the Closing Date, the Seller shall have assigned in writing to the Buyer, in a form approved by the Buyer, all of Seller's rights, title, and interest to any and all Leases on the Property. (vii) Seller shall deliver estoppel certificates in a form approved by the Buyer and signed by the Tenants ("Estoppel Certificates"). 7 Execution Copy December 4, 2024 (b) Failure of the Buyer Closing Conditions. If one or more of the Buyer Closing Conditions has not been satisfied on or before the Closing Date, and the same is not due to a default by Buyer under this Agreement, then Buyer may elect to terminate this Agreement by written notice to Seller 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. Nothing in the foregoing shall limit or otherwise affect Buyer's rights or remedies under this Agreement. (c) Seller Closing Conditions. Seller's 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 on or before the Closing Date, and the same is not due to a default by Seller under this Agreement, then Seller 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 Seller 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 Seller may extend the Closing Date to allow additional time for the satisfaction of any such unsatisfied conditions. Seller shall have the right to unilaterally waive the Seller Closing Conditions by proceeding to and consummating Closing. Nothing in the foregoing shall limit or otherwise affect Seller's rights or remedies under this Agreement. 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. Seller 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 (105%) percent of the 2023 (payable in 2024) real estate tax bill (first and second installments). All pro - rations will be on the basis of a 365-day year with the Closing Date being charged to the Seller. The proration of Taxes shall be final. 12. Utilities. Seller will obtain, as close to the Closing Date as practicable, final meter readings for utilities serving the Property and will pay final utility invoices, and Buyer will be responsible for opening new accounts and paying such charges for the Closing Date and thereafter. 13. Closing Deliveries and Costs. (a) Seller's Deliveries. At the Closing, Seller shall deliver the following to Buyer: Execution Copy December 4, 2024 (i) A signed duly recordable warranty deed for the Property with all required stamps affixed, at Seller's sole cost and expense, conveying fee simple title to the Property and all of Seller's rights appurtenant thereto, subject only to the waived Objections, if any ("Deed"). (ii) A bill of sale for the personal property, excluding personal property owned by the Tenants. (iii) An affidavit certifying to Buyer that 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) Affidavit of Title executed by Seller warranting that no outstanding mechanic's lien rights exist and that the property is subject to no leases, liens, or other claims or encumbrances of title 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 Seller's signature. (viii) Proof of payment of all outstanding utility fees and charges concerning or related to the Property. (ix) Satisfactory evidence of the authority of the signers of the conveyance documents to consummate the transactions on behalf of Seller. (x) A closing statement executed by Seller in a form mutually acceptable to Seller and Buyer. (xi) An assignment document, in a form satisfactory to the Buyer, assigning all rights, title, and interest in the Leases to Buyer. this Agreement. (xii) A signed Lease Termination Agreement as drafted in Exhibit C to (xiii) Estoppel Certificates. (xiv) 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. E Execution Copy December 4, 2024 All of the documents and instruments referenced in this Section 13(a) shall be in a form reasonably acceptable to Buyer. (b) Buyer's Deliveries. At the Closing, Buyer shall deliver the following to Seller: (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, Seller and Buyer shall each execute a closing statement drafted by the Title Company and in form and content reasonably acceptable to both Buyer and Seller. (d) Closing Costs. (i) Seller shall pay Seller's attorneys' fees, the Title Commitment's cost, the premium for the Title Policy (excluding the cost for any endorsements or extended coverage over the so called "standard exceptions" requested by Buyer), the cost of the Survey, 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. (ii) Buyer shall pay Buyer's attorneys' fees, the cost for Buyer's endorsements and 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. (iii) Any other costs, expenses, and fees shall be allocated between the Parties as is customary and typical for similar types of transactions for real property in the location in which the Property is located. 14. Delivery of Possession of Property. The Seller shall deliver exclusive possession of the Property to Buyer at Closing. At Closing, the Seiler shall provide the Buyer with all keys, fro Execution Copy December 4, 2024 remotes, access codes, and other information necessary to access the Property and all structures and improvements located thereon. 15. Indemnification. Buyer agrees to indemnify and fully protect, defend, and hold the Seller harmless from and against any and all claims, costs, liens, loss, damages, attorney's fees, and expenses of every kind and nature that may be sustained by or made against the Seller resulting from or arising out of: (a) Inspections or repairs made 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 Seller. 16. Condemnation and Destruction. If, on the Closing Date, all or any portion of the Property is the subject of a pending or contemplated taking by eminent domain which has not been consummated or if the Property has been damaged or destroyed, Seller shall notify Buyer of such fact and Buyer shall have the right, but not the obligation, to terminate this Agreement, 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 Seller's notice, Buyer does not exercise its option to terminate this Agreement, the Parties shall remain bound hereunder and Seller 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 17. Brokerage Fees and Commissions. Seller 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. Seller 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 Seller 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 Seller fails to comply with any of the provisions of this Agreement beyond any applicable cure period, Buyer shall have no adequate remedy at law. Accordingly, if Seller fails to comply with any provisions of this Agreement, Buyer's sole and exclusive remedies shall be the right to either: (i) terminate this Agreement and receive an immediate refund of the Earnest Money; or (ii) obtain specific performance of Seller's obligation to convey the Property. If Buyer Execution Copy December 4, 2024 fails to comply with any material term of this Agreement beyond the applicable cure period, Seller's sole and exclusive remedy shall be the retention of 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 sent to such other address as any Party shall specify to the other Party pursuant to the provisions of this Section): If to Seller: Turner Ave, LLC Wayne Bachmeier 1214 West Surrey Rd Addison IL, 60101 Email: waynegba@gmail.com With a copy to: Brian Tharp Tharp & Associates, Ltd 102 North Evergreen Ave Arlington Heights, IL 60004 Tele: (847)-787-7000 Email: briar@.tharplegal.com If to Buyer: Matthew Roan Village Manager 12 Execution Copy December 4, 2024 Village of Elk Grove Village 901 Wellington Street Elk Grove Village, IL 60007 Tele: (847) 357-4004 Email: rnroan (ir),elk rog_veorg 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 Email: gknickerbocker@elkarove.org With a copy to: Gregory W. Jones Ancel Glink, P.C. 140 South Dearborn Street, 6th Floor Chicago, IL 60603 Tele: (312) 782-7606 Email: giones@ancelglink.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 either Party without the consent of the other Party. (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 13 Execution Copy December 4, 2024 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 Seller 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 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. [Signature page follows] 14 Execution Copy December 4, 2024 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. VILLAGE OF K GROVE VILLAGE, an Illinois rnjAicijaI corporation Craig B. Johnson, Mayor Attest: Lorrie Murphy, Vi lag ler Df/(J Date: % 1Y Date: TURNER AVENUE, LLC, an Illinois limited liability company vv /T tie Title: Date: 15 Execution Copy December 4, 2024 Exhibit A Legal Description LOT 16 IN ELEVENTH ADDITION TO ELK GROVE VILLAGE SECTION 12, BEING A RESUBDIVISION IN SECTION 32, TOWNSHIP 41 NORTH, RANGE I I EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. P. I.Ns.: 08-32-422-036-0000 Address: 100 Turner Avenue, Elk Grove Village, Illinois 60007 16 Execution Copy December 4, 2024 Exhibit B Leases 17 Execution Copy December 4, 2024 Exhibit C Lease Termination Agreement 18 LEASE TERMINATION AGREEMENT This LEASE TERMINATION AGREEMENT ("Agreement") is entered into this _ day of January, 2025, by, between, and among the VILLAGE OF ELK GROVE VILLAGE, an Illinois home rule municipal corporation located in Cook and DuPage counties ("Village"), and CPATAX ACCOUNTING & CONSULTING, LLC, an Illinois limited liability company ("Tenant") (the Village and Tenant are collectively the "Parties" and individually, sometimes, a "Party"). RECITALS A. As of the Effective Date, the Village owns the Property commonly known as 100 Turner Avenue, Elk Grove Village, Illinois ("Property"). B. The Tenant is a party to a Lease Agreement ("Lease") between the Tenant and 100 Turner Avenue, L.L.C. ("Landlord") dated February 9, 2024, authorizing Tenant to occupy the Property with a professional office. C. The Tenant is in full compliance with the Lease and, as of the Effective Date, has paid to the Landlord all amounts due and owing as of the Effective Date. D. The Village (i) acquired title to the Property on , 2025 ("Closing Date"); (ii) on the Closing Date, assumed the Landlord's rights, title, and interest under the Lease; and (iii) is, as of the Effective Date, the "Landlord," as that term is defined in the Lease. E. Tenant received, in accordance with the Lease, prior written notice of the assignment referenced in Recital C above, and has agreed to terminate its tenancy under the Lease, release and waive its rights under the Lease, and vacate the Property pursuant to and in accordance with the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: RECITALS AND EXHIBITS PART OF AGREEMENT 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. All exhibits attached to this Agreement are incorporated by this reference. H TERMINATION OF LEASE 2.01 Termination of Lease. The Parties hereby agree that the Tenant shall, at its sole cost, vacate the Property and surrender to the Village its possession and occupancy of the Property by no later than 2:00 p.m. CST on October 31, 2025 ("Termination Date"). The Lease's Term is hereby amended to identify the Termination Date as the end of the Term. 2.02 Consideration from Village. In consideration of Tenant complying with this Agreement's terms, the Village hereby agrees to the following: A. Tenant shall have the right to continue to operate its business at the Property rent free beginning on the Closing Date and ending on the Termination Date. B. The Village will pay all real estate taxes imposed upon the Property between the Closing Date and the Termination Date. C. On and after the Closing Date, the Village will, at its sole cost, add the Property to the Village's existing commercial general liability insurance policy; however, the Tenant shall remain responsible for insuring, at its sole cost, all contents and property located within any building located on the Property. D. Village will pay to the Tenant (i) the sum of forty nine thousand and no/100 ($49,000.00) dollars ("Fee") and (ii) the Security Deposit in the amount of three thousand five hundred and no/100 ($3,500.000), all in accordance with Section 2.02.F, such amount representing the cost and expense to the Tenant to terminate the Lease on the Termination Date and relocate to another location. E. Village will waive all license fees from the Closing Date through the Termination Date. F. The Village will pay the Fee and the Security Deposit within 5 days of the Tenant satisfying the following conditions: (i) Tenant must execute on or before the Termination Date the Certification attached as Exhibit A; and (ii) Tenant must vacate and surrender the Property pursuant to and in accordance with this Agreement on or before the Termination Date including, without limitation, providing the Village with all keys necessary to access, utilize, and maintain the Property. 2.03 Removal of Personal Property; Surrender of Property. On or before the Termination Date, Tenant shall remove any and all personal property located on the Property and Tenant shall peaceably surrender the Property to the Village, in good order and condition, except for reasonable wear and tear. 2.04 Tenant Holding Over. Any holdover by Tenant beyond the Termination Date shall give rise to a tenancy from month -to -month, cancellable on thirty (30) days' written notice by either the Village or the Tenant, notwithstanding the provisions of any law or rule to the contrary. During any such holdover period, Tenant shall pay to the Village, on demand, (i) two -hundred fifty dollars ($250) per day that Tenant remains in possession of any portion of the Property as agreed liquidated damages for holding over and (ii) any other charges, costs, or rent incurred during the holdover period for which Tenant is responsible under the Lease (prorated for each day Tenant holds over). The Village may, exercising its sole discretion and in lieu of demanding payment from the Tenant, choose to deduct from the Fee any monies owed pursuant to this Section 2.04. 2.05 Insurance. Tenant hereby agrees it shall maintain any and all insurance policies Tenant currently has, and all insurance policies Tenant is required to maintain under the Lease, related to its use and occupancy of the Property through the Termination Date. 2 2.06 No Purchase Option. The Tenant hereby represents, warrants, and agrees that the Tenant's Purchase Option expired on August 31, 2024, that Tenant has not exercised the Purchase Option, and that Tenant has no further right under the Lease or otherwise to acquire the Property. 2.07 No Further Claims. From and after the Termination Date, and subject to the Tenant complying with this Agreement's terms, the Parties hereby agree that no Party shall have any claim or cause of action against any other Party arising from this Agreement. For the avoidance of doubt, Tenant acknowledges that after the Termination Date, it shall not have the right to enter or occupy the Property or any portion thereof except as provided in Section 2.04. 2.08 No Other Agreement. Except as expressly provided herein, this Lease Termination Agreement contains all agreements and understanding between the Parties, who agree that there are no other promises or representations between them that are not expressly stated herein. 2.09 Lease. The Parties understand and agree that, except as modified by this Agreement, the Parties' rights and obligations under the Lease shall remain in full force and effect. The provisions of the Lease not modified by this Agreement (a) shall remain in full force and effect, and (b) are incorporated into this Agreement by reference. Any capitalized term used but not defined in this Agreement shall have the meaning given to that term by the Lease. The Tenant hereby consents to the Owner's assignment of the Lease to the Village and the Village's assumption of the same. 2.10 Illinois Law. This Termination Agreement shall be construed in accordance with the laws of the State of Illinois. Venue for any dispute related to this Agreement or the Lease shall be the Cook County Circuit Court, Cook County, Illinois. 2.11 Village Contingency. The Parties acknowledge that this Agreement's obligations shall not be binding on the Village until the Closing Date. This Agreement's Effective Date shall be the Closing Date. [Intentionally left blank; signature page follows] IN WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal Corporation Matthew J. Roan Village Manager ATTEST: Loretta M. Murphy, Village Clerk CPATAX ACCOUNTING & CONSULTING, LLC, an Illinois limited liability company By Geralyn A President 4 Jover-Ledesma LL.M., CPA Exhibit A Tenant Certification I, Geralyn A. Jover-Ledesma, being the Tenant of 100 Turner Avenue, Elk Grove Village, Illinois ("Property") do hereby certify and acknowledge to the Village of Elk Grove Village ("Village") the following: 1. I have vacated the Property and removed all of my personal property from the Property in accordance with the Lease Termination Agreement dated January 2025 ("LTA"), I have fully complied with the LTA's terms and conditions, I have no further rights to enter, occupy, or possess the Property, and the Lease (as defined in the LTA) is hereby terminated. 2. I hereby request payment of the Fee pursuant to and in accordance with the LTA. 3. I have no further claim against the Property or the Village, pursuant to the Lease or the LTA, and have no further rights as to the Property. CPATAX ACCOUNTING & CONSULTING, LLC, an Illinois limited liability company By Geralyn A. Jover-Ledesma LL.M., CPA President E