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HomeMy WebLinkAboutRESOLUTION - 7-25 - 1/28/2025 - 750 S. ARLINGTON HEIGHTS RD, PURCHASE AND SALE HOUSING OPPORTUNITY DEVELOPMENTRESOLUTION NO. 7-25 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND HOUSING OPPORTUNITY DEVELOPMENT CORPORATION (750 S. ARLINGTON HEIGHTS ROAD) NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached document marked: PURCHASE AND SALE AGREEMENT (750 S. ARLINGTON HEIGHTS ROAD) 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 28t' day of January 2025 APPROVED this 28t' day of January 2025 APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk 1/15/25 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into this 28th day of January, 2025 ("Effective Date"), by and between the VILLAGE OF ELK GROVE VILLAGE, an Illinois municipal corporation and home rule unit of local government with offices located at 901 Wellington Avenue, Elk Grove Village, Illinois ("Seller"), and HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, a Illinois not -for - profit corporation with offices located at 5340 Lincoln Ave., Skokie, Illinois 60077 ("Purchaser") (collectively, the Seller and Purchaser are the "Parties" and, sometimes, individually, a "Party"). RECITALS WHEREAS, the Seller owns certain real property containing +/- 45,965 square feet located at 750 S. Arlington Heights Road, in Elk Grove Village, Illinois, which property is legally described in Exhibit A ("Property"); and WHEREAS, Purchaser wishes to acquire the Property from the Seller to construct on the Property a 30-unit age -restricted, affordable multifamily development and related improvements, infrastructure, and appurtenances, all as generally described and depicted in Ordinance No. 3883 approved on or about January 14, 2025 (collectively, the "Development"); and WHEREAS, the Seller is authorized to enter into this Agreement pursuant to, among other sources of authority, the Seller's home rule powers; and WHEREAS, the Parties wish to enter into this Agreement setting forth the terms and conditions applicable to the Purchaser's acquisition of the Property; AGREEMENT In consideration of the recitals, covenants, and agreements contained herein, the Parties agree as follows: 1. Recitals and Exhibits. The foregoing recitals are incorporated as though fully set forth in this Section 1. All Exhibits attached to this Agreement are incorporated by this reference. 2. Property to be Purchased. Subject to this Agreement's terms and conditions, Seller agrees to convey to Purchaser, and Purchaser agrees to purchase from Seller, the Property. 3. Purchase Price; Earnest Money. (a) The purchase price for the Property shall be THREE HUNDRED THOUSAND AND NO/100 ($300,000.00) DOLLARS ("Purchase Price"). Purchaser shall pay the Purchase Price in full at Closing (as defined in Section 4) by transfer of immediately available funds, and subject to adjustments and proration as described in this Agreement. (b) No later than five (5) business days after the Effective Date, the Purchaser shall deliver to the Title Company (as defined in Section 4) FIFTEEN THOUSAND AND NO/100 ($15,000.00) DOLLARS ("Earnest Money"). The Title Company will hold the Earnest 1/15/25 Money pursuant to the terms of a strict joint order escrow agreement in a form approved by the Parties. At Closing, the Title Company will deliver the Earnest Money to the Seller and apply it toward the Purchase Price. 4. Closing. The closing of the purchase and sale of the Property ("Closing") will occur no later than sixty (60) days after the expiration of the Approval and Financing Contingency Period (as defined in Section 5(e)) at a mutually agreeable time at the offices of Greater Illinois Title Insurance Company ("Title Company"), or such other place and time as may be agreed upon by the Purchaser and the Village Manager ("Closing Date") 5. Inspection Period; Approval and Financing Contingency Period; Regulatory Approvals; Title and Survey. (a) Inspection Period. Beginning on the Effective Date and ending at 5 p.m. CST ninety (90) days thereafter ("Inspection Period"), Purchaser, its counsel, accountants, agents and other representatives, shall have full and continuing access to the Property and all parts thereof for the purposes set forth in this Section 5(a) upon reasonable notice to Seller to determine if the Property can be developed for the Development. Purchaser and its agents and representatives shall have the right to enter upon the Property during the Inspection Period for inspecting, surveying, and observing the Property ("Inspections"), including but not limited to soils and geotechnical testing and environmental studies. For the avoidance of doubt, Inspections shall be noninvasive and shall not involve any physical alteration, improvement, or change to the Property without the Seller's prior written consent. Upon the voluntary or involuntary termination of the Inspection Period, Purchaser shall return the Property to the condition that existed upon the Effective Date, reasonable wear and tear not caused by the Purchaser excepted. (b) The Purchaser's Inspections of the Property are subject to the Purchaser holding harmless the Seller and its elected and appointed officials, officers, directors, employees, representatives, agents, attorneys, tenants, brokers, successors, and assigns (collectively, "Seller Parties"), fully indemnifying, and defending the Seller Parties against any damage, claim, liability or cause of action arising from or caused by the actions of Purchaser, its agents, or representatives upon the Property, except to the extent caused by the willful or intentional act of the Seller. The Purchaser's obligations and duties contained in this Section 5(b) shall survive Closing. (c) The obligations of Purchaser under this Agreement are subject to and conditioned upon the determination by Purchaser, in its sole discretion and judgment, that the Property is satisfactory to construct the Development. In the event such conditions to Purchaser's obligations have not been satisfied within Inspection Period, as determined solely by Purchaser, Purchaser 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 last day of the Inspection Period, this Agreement shall be deemed null and void, neither Party shall have any further duties or obligations under this Agreement and the Earnest Money shall be returned to the Purchaser. In the event of termination, Purchaser shall bear the cost of any fees imposed by the Title Company on the Seller through the termination date. 2 1/15/25 (d) In the event the Inspections uncover environmental conditions unacceptable to the Purchaser, the Purchaser will notify the Seller in writing during the Inspection Period and provide Seller with a copy of all reports or analyses evaluating and describing the Property's environmental conditions. Thereafter, the Seller will have the option, at its sole cost and expense, to remediate any such environmental conditions in accordance with all local, state, and federal laws and other requirements of law during the Inspection Period. In the event Seller cannot or will not remediate any such environment conditions within the Inspection Period, Purchaser shall have the right to terminate this Agreement during the Inspection Period. (e) Approval and Financing Contingency Period. In order to permit the Development, the Purchaser will need to obtain financing approvals and commitments to purchase the Property and construct and operate the Development, including, but not limited to, an award of Low Income Housing Tax Credits from the Illinois Housing Development Authority ("Financing Approval"). Purchaser shall have the period of time commencing upon the expiration of the Inspection Period and expiring at 5 p.m CST 365 days thereafter ("Approval and Financing Contingency Period") to obtain Financing Approval and provide the Seller with written proof of the same. Purchaser may extend the Approval and Financing Contingency Period by up to an additional 365 days ("Extension Option") by (i) delivering written notice to Seller on or before the expiration of the Approval and Financing Contingency Period together with a detailed, written description of Development funding secured to date and Development funding outstanding, including, without limitation, funding sources and amounts; and (ii) obtaining the Seller's written approval of the extension on or before the expiration of the Approval and Financing Contingency Period. All references herein to the Approval and Financing Contingency Period shall be deemed to mean the Approval and Financing Contingency Period as extended by the Extension Option, as applicable. If prior to the expiration of the Approval and Financing Contingency Period Purchaser has not obtained Financing Approval, Purchaser may terminate this Agreement by written notice to Seller sent no later than expiration of the Approval and Financing Contingency Period in which event (a) this Agreement shall be null and void, and (b) the Parties shall have no further rights or obligations under this Agreement, except for those rights, liabilities or obligations that expressly survive a termination of this Agreement, and (c) and the Earnest Money shall be returned to the Purchaser in accordance with Section 7(1) of this Agreement. (f) Within five (5) business days after the Effective Date, Seller will order a title commitment from the Title Company, and within thirty (30) days of the Effective Date, the Seller will deliver to the Purchaser (a) an Alta Form B title commitment to Purchaser ("Title Commitment") for an owner's title insurance policy issued by the Title Company in the amount of the Purchase Price for the Property showing fee simple title to the Property vested in the Seller; and (b) a survey of the Property ("Survey"). Within ten (10) days of receiving the Title Commitment and Survey, the Purchaser will notify the Seller ("Purchaser Title Notice") as to any exceptions to title shown on the Title Commitment or matters disclosed on Survey that are not acceptable to the Purchaser ("Unpermitted Exceptions"). Any matters Purchaser fails to object to in the Purchaser Title Notice will become permitted exceptions, and Exhibit B to this Agreement will be modified accordingly. At least five (5) days before the Closing, the Seller will deliver to Purchaser a pro forma Title Commitment. The cost of the owner's title insurance policy to be issued pursuant to the Title Commitment will be paid by Seller, the cost of the lender's insurance policy to be issued pursuant to the Title Commitment will be paid by the Purchaser, and the cost 3 1/15/25 of all endorsements shall be paid by the Purchaser. All required state and county transfer taxes, if any, shall be paid by the Purchaser. (g) The Seller will have ten (10) days from the receipt of the Purchaser Title Notice to provide Purchaser with assurances satisfactory to Purchaser that any Unpermitted Exceptions will be removed or endorsed over, in reasonable form and substance acceptable to Purchaser, on or before Closing. The Purchaser may extend the period in which the Seller will cure or remove such Unpermitted Exceptions or accept the Title Commitment and Survey as they then are. Unpermitted Exceptions which are accepted as part of this Section 5 will become permitted exceptions. (h) During the Inspection Period, Purchaser shall have the right to access, review, and inspect the following: 1) All leases related to or concerning the Property; 2) All contracts related to or concerning the Property ("Contracts"); 3) All notices of changes in assessed valuation relating to the Property for the current or subsequent tax year, if any, in possession of the Seller, and the current real estate tax bill(s) for the Property; 4) All statements and invoices for the past year covering all utilities (electricity, gas, water, and stormwater) relating to the Property; 5) All insurance policies insuring the Property and the improvements and personal property located thereon which may be assumed by Purchaser; and 6) All violation notices concerning the Property, including, without limitation, building, zoning, environmental, or health code violations. Seller agrees to cooperate in all respects to facilitate Purchaser's Inspections and agrees to make available all documents, books and records necessary to permit the inspections described herein and, to the extent such records are available and in the Seller's possession, upon Purchaser's reasonable request. 6. Control of Property. Before Closing and subject to Purchaser's indemnification obligations set forth in this Agreement, Seller shall have the full responsibility and liability for any and all damage or injury to the Property. If, prior to the Closing, the Property is materially damaged or the Property shall be the subject of an action in eminent domain by a governmental authority, whether temporary or permanent, Purchaser, at its sole discretion, shall have the right to terminate this Agreement upon notice to Seller by so notifying Seller. If Purchaser 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 assigned or distributed in the following manner: (a) Seller shall receive an amount sufficient to cover the total costs 4 1/15/25 expended by the Seller pertaining to the Property, including without limitation, Survey costs, inspection costs, demolition and remediation costs, real estate taxes, legal fees, and administrative fees; and (b) all remaining proceeds shall be paid to the Purchaser on the Closing Date. 7. Representations. To induce Purchaser to enter into this Agreement, Seller represents, warrants, and covenants to Purchaser as set forth below. Each of the following representations shall be deemed remade as of the Closing Date. (a) Seller has the legal power, right and authority to enter into this Agreement. Seller has the legal power, right, and authority to consummate the transactions contemplated herein, and to execute and deliver all documents and instruments to be delivered by Seller hereunder. The individual(s) executing this Agreement on behalf of Seller have the legal power, right, and actual authority to bind Seller to the terms and conditions of this Agreement. (b) To the best of Seller's knowledge, the Property is tax exempt. If, between the Effective Date and the Closing Date, Seller receives notice of any increase in the assessed valuation, Seller will promptly notify Purchaser of same. (c) To the best of Seller's actual knowledge, there are no lawsuits threatened or pending involving all or any portion of the Property and no notice has been received by Seller of any condemnation proceedings or any building, zoning, environmental, fire or health code violations which are threatened or pending. If between the Effective Date and the Closing Date, any notice of code violations is received or any lawsuits are initiated with respect to the Property, Seller will promptly notify Purchaser of same, and with respect to code violations, will use its best efforts to correct same prior to Closing. (d) The execution of this Agreement is not in violation of or prohibited by any contract, agreement, or other obligation to which Seller is bound, and the party executing this Agreement for Seller warrants his/her authority to bind Seller. (e) All of the documents delivered to the Purchaser pursuant to this Agreement are true and correct. (0 There is no agreement to which Seller is a party or which is binding on Seller which is in conflict with this Agreement. There is no action or proceeding pending or, to Seller's knowledge, threatened against Seller of the Property, including condemnation proceedings, which challenges or impairs Seller's ability to execute or perform its obligations under this Agreement. Seller further covenants to Purchaser and agrees that between the date hereof and the Closing Date: (g) Seller shall not enter into any new undertakings or agreements relating to the management, financing or maintenance of the Property which extend beyond the Closing Date or prepay for a period of more than one (1) month any sums payable under any Contracts, without prior written notice to and approval of Purchaser. 5 1/15/25 (h) Seller shall duly pay and discharge, or cause to be paid or discharged, or shall provide a credit to Purchaser at Closing for all taxes, assessments, claims for labor, materials, or supplies which have been incurred prior to Closing and which if unpaid, might by law become a lien or charge upon the Property. Real estate taxes, if any, shall be prorated as of the Date of Closing based on one hundred (100%) percent of the most recent ascertainable full year tax bill. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, INCLUDING THE EXHIBITS ATTACHED HERETO, NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY OFFICIAL, EMPLOYEE, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER AS TO THE CONDITION OR REPAIR OF THE PROPERTY OR THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL THEREOF OR AS TO ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, REPAIR, VALUE, EXPENSE OF OPERATION OR INCOME POTENTIAL OF THE PROPERTY OR ANY PORTION THEREOF. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES, ARE MERGED IN THIS AGREEMENT AND THE EXHIBITS HERETO, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT, AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO AFTER FULL INVESTIGATION, OR WITH THE PARTIES SATISFIED WITH THE OPPORTUNITY AFFORDED FOR INVESTIGATION, NEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION BY THE OTHER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY EMBODIED IN THIS AGREEMENT OR THE EXHIBITS ATTACHED HERETO. In order to induce Seller to enter into this Agreement, Purchaser represents, warrants, and covenants to Seller as set forth below. Each of the following representations shall be deemed remade as of the Closing Date. (i) This Agreement and all documents or instruments delivered by Purchaser in connection with the transaction contemplated by this Agreement have been or will be at the time of delivery duly authorized and all obligations of Purchaser under this Agreement and the aforementioned documents and instruments are or at the time of delivery thereof shall be legal, valid and binding obligations of it and, as of the time of delivery, neither this Agreement nor any of the other aforementioned documents or instruments violates or will be in violation of the provisions of any other agreement to which Purchaser is a party or to which it is subject; 0) There are no actions, suits, or proceedings pending or, to the knowledge of Purchaser, threatened against or affecting Purchaser before any administrative, regulatory, adjudicatory or arbitration body or agency of any kind that have, or could reasonably be expected to have, a material and adverse effect on the performance by Purchaser of its obligations pursuant to and as contemplated by the terms and provisions hereof, (k) Purchaser is in compliance with the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) ("Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury 31 1/15/25 ("OFAC") and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"). Purchaser is not 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; and (1) Purchaser understands and acknowledges that the Agreement is expressly contingent upon the Purchaser, prior to the expiration of the Approval and Financing Contingency Period, obtaining (i) Financing Approval; and (ii) providing Seller written proof of Financing Approval in form that is reasonably acceptable to the Seller. Purchaser understands and acknowledges that Purchaser's failure to comply with this Section prior to the expiration of the Approval and Financing Contingency Period provides grounds for Seller or Purchaser to unilaterally terminate this Agreement and the Parties' rights, duties, and obligations hereunder. If either Party terminates this Agreement in accordance with this Section, the Earnest Money will be returned to the Purchaser, less any fees imposed by the Title Company through the termination date. 8. Condition of Property. (a) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, INCLUDING ITS EXHIBITS, PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS OR ENVIRONMENTAL CONDITIONS, NOT OTHERWISE REMEDIATED BY THE SELLER PRIOR TO CLOSING, AFFECTING THE PROPERTY, WHETHER KNOWN OR UNKOWN, WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. Purchaser acknowledges that Seller, its agents and representatives have not made, and the Seller specifically negates and disclaims, any representations, warranties, promises, covenants, agreements or guarantees, implied or express, oral or written with respect to the following: 1) the granting of any required permits or approvals, if any, of any governmental bodies which have jurisdiction over the construction or development of the Property, including, without limitation, the Seller; 2) the habitability, merchantability, marketability, profitability or fitness of the Property for the Development. (b) The Closing of this transaction shall constitute acknowledgement by the Purchaser that Purchaser had the opportunity to retain independent, qualified professionals to inspect the Property and that the condition of the Property is acceptable to the Purchaser. The Purchaser agrees that the Seller shall have no liability for any claims or losses the Purchaser or the Purchaser's successors or assigns may incur as a result of construction or other defects which may now or hereafter exist with respect to the Property. This Section 8(b) shall survive Closing. 9. Taxes and Special Assessments. The Seller will ensure that there are no outstanding and unpaid real estate tax or special assessment liabilities due and owing up to and 7 1/15/25 including the Closing Date, and that the Property will be conveyed to the Purchaser free of any such taxes, transfer taxes, assessments or liens. 10. Closing Costs; Related Fees. Except as provided herein, the Parties shall evenly split (i.e., 50% / 50%) the costs of Closing, excluding escrow costs and fees, which shall be fully paid by Purchaser. 11. Seller's Obligations at Closing. At or prior to the Closing Date, Seller shall: (a) Deliver to Purchaser a duly recordable special warranty deed to the Property with all stamps affixed thereto conveying to Purchaser fee simple title to the Property and all of Seller's rights appurtenant thereto, together with all required transfer declarations duly executed by Seller; (b) Deliver to Purchaser the affidavit of Seller confirming that Seller is not a "foreign corporation" within the meaning of Section 1445 of the Internal Revenue Code; (c) Deliver to Title Company an ALTA Statement, on Title Company's standard form, executed by Seller; (d) Deliver to Title Company an affidavit stating that there is no property manager for the Property; and (e) Deliver to Title Company a settlement statement; (f) Deliver to Title Company the Survey; and (g) Deliver an Affidavit of Title executed by the 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. The Parties shall also deliver such additional documents and matters as shall be reasonably required to close the transactions contemplated by this Agreement including, without limitation, Real Estate Transfer Tax Declarations, copies of paid real estate tax bills, and most recent notices of assessment valuation, if any. Drafts of all Seller Closing documents listed in this Section 11 will be delivered to the Purchaser at least five (5) days prior to the Closing Date for the Purchaser's review. 12. Purchaser's Obligations at Closing. At Closing, and subject to the terms, conditions, and provisions hereof, and the performance by Seller of its obligations as set forth herein, Purchaser shall deliver the Purchase Price and Purchaser's share of Closing costs. At or before Closing, Purchaser shall execute and deliver to the Title Company such documents, and perform such acts, as are reasonably necessary to accomplish and/or consummate the Closing. 13. Delivery of Possession of Property. The Seller shall deliver legal fee simple title for the Property to the Purchaser at Closing. Except as otherwise provided in this Agreement, if the Purchaser alters the Property or causes the Property to be altered in any way and/or occupies the Property or allows any other person to occupy the Property prior to Closing without the prior 1/15/25 written consent of the Seller, such event shall constitute a breach by the Purchaser under the Agreement and the Seller may terminate the Agreement and the Purchaser shall be liable to the Seller for damages caused by any such alteration or occupation of the Property prior to Closing, and Purchaser waives any and all claims for damages or compensation for alterations made by the Purchaser to the Property including, but not limited to, any claims for unjust enrichment. 14. Deed. The deed to be delivered by Seller at Closing shall be a special warranty deed that Seller grants only that title which Seller may have and includes a deed restriction (the form of which will be consistent with this Section 14 and shall be agreed upon by Seller and Purchaser during the Approval and Financing Contingency Period, which approval shall not be unreasonably withheld) requiring the Development to, for a period of no less than 99 years, only be occupied by individuals 62 years of age or older that earn less than 60% of the area median household income. Any reference to the term "Deed" or "deed" herein shall be construed to refer to such form of deed. 15. Conditions to Seller's Performance. The Seller shall have the right, at the Seller's sole discretion, to terminate this Agreement if: (a) The Purchaser is the former mortgagor of the Property, or is related to or affiliated in any way with the former mortgagor, and the Purchaser has not disclosed this fact to the Seller prior to the Seller's acceptance of this Agreement; (b) The Seller, at the Seller's sole discretion, determines that the sale of the Property to the Purchaser or any related transactions are in any way associated with illegal activity of any kind; (c) The Purchaser fails to or is unable to obtain Financing Approval or provide proof of the same prior to the expiration of the Approval and Financing Contingency Period in accordance with Section 7(l); (d) Any material misrepresentation is made by the Purchaser. 16. Indemnification. The Purchaser agrees to indemnify and fully protect, defend, and hold harmless the Seller Parties 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 any of the foregoing individuals or entities resulting from or arising out of: (a) Inspections or repairs made by the Purchaser or its agents, employees, contractors, successors or assigns prior to Closing; (b) The Purchaser's or the Purchaser's tenants, agents or representatives use and/or occupancy of the Property prior to Closing, except to the extent caused by the willful or intentional act of the Seller; This Section 16 shall survive Closing for a period of one (1) year. 17. Risk of Loss. In the event of fire, destruction or other casualty loss to the Property after the Seller's acceptance of this Agreement and prior to Closing, the Seller may, with the prior 6 1/15/25 written consent of the Purchaser, repair or restore the Property, or either Party may terminate the Agreement. If the Seller repairs or restores the Property, then the Seller may, with the consent of the Purchaser, limit the amount to be expended. Whether or not Seller repairs or restores the Property, the Purchaser's sole and exclusive remedy shall be either to acquire the Property in its then condition at the Purchase Price with no reduction thereof by reason of such loss or terminate this Agreement. The Purchaser will provide no indemnification to the Seller otherwise required under this Agreement in the event that the Seller takes any action, whether consented to or not by the Purchaser, to repair or restore the Property. 18. Discharge. Seller's delivery of the deed to the Purchaser shall be deemed to be full performance and discharge of all of the Seller's obligations under this Agreement. 19. Brokerage. 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 Purchaser 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. Purchaser 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. Purchaser 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 19 shall survive Closing 20. Remedies. (a) If Purchaser defaults in the performance of this Agreement, Seller's exclusive remedy shall be to terminate this Agreement and retain the Earnest Money. Except as expressly provided herein, Seller and Purchaser hereby acknowledge and agree that neither Party shall be entitled to any monetary or legal damages, excluding the Earnest Money, as a result of any breach of this Agreement. (b) If Seller defaults in the performance of this Agreement, Purchaser's exclusive remedy shall be to either: (i) terminate this Agreement; or (ii) pursue specific performance. Except as expressly provided herein, Seller and Purchaser hereby acknowledge and agree that neither Party shall be entitled to any monetary or legal damages, excluding the Earnest Money, as a result of any breach of this Agreement. 21. Miscellaneous. The following general provisions govern this Agreement. (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, in 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. 10 1/15/25 (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 hereto hereby agree and consent and submit themselves to any court of competent jurisdiction situated in 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 three (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 Purchaser: Housing Opportunity Development Corp. 5340 Lincoln Ave Skokie, IL 60077 Attn: Richard Koenig, Executive Director With a copy to: Applegate & Thorne -Thomsen 423 S. Financial Place, Suite 1900 Chicago, IL 60505 Attn: Steve Friedland, Esq. If to Seller: Matthew J. Roan Village Manager Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, IL 60007 Tele: (847) 357-4004 Fax: (847) 357-4044 Email: mroan @elk rog ve.org With a copy to: George B. Knickerbocker Village Attorney Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, IL 60007 Tele: (847) 357-4032 Fax: (847) 357-4044 Email: gknickerbockergelk rog v" With a copy to: 11 1/15/25 Gregory W. Jones Ancel Glink, P.C. 140 South Dearborn Street, 6th Floor Chicago, IL 60603 Tele: (312) 782-7606 Fax: (312) 782-0943 Email: giones@ancelglink.com In the event either Party delivers a notice by email, as set forth above, such Party agrees to immediately deposit the originals of the notice in a post office, branch post office, or mail depository maintained by the U.S. Postal Service, postage prepaid and addressed as set forth above. Such deposit in the U.S. Mail shall not affect the deemed delivery of the notice by email, provided that the procedures set forth above are fully complied with. Any Party, by notice given as aforesaid, may change the address to which subsequent notices are to be sent to such Party. (e) Assignability. In no event may Seller convey or encumber the Property, and neither Seller nor Purchaser may assign this Agreement or its rights herein to any third Party without the prior written consent of the other Party, provided, however, that Purchaser may assign its rights and obligations hereunder to an affiliate. For the purposes of this agreement, "affiliate" shall mean an entity owned or controlled by Purchaser. (f) Severability. If for any reason any term or provision of this Agreement shall be declared void and unenforceable by any court of law or equity 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 hereto. (g) Disputes. Notwithstanding any other provisions herein to the contrary, if any action or proceeding is brought by Seller or Purchaser to interpret the provisions hereof or to enforce either Party's respective rights under this Purchase Agreement, the prevailing Party shall be entitled to recover from the unsuccessful Party therein, in addition to all other remedies, all costs incurred by the prevailing Party in such action or proceeding, including reasonable attorney's fees and court costs. (h) 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 changed only in writing signed by both Parties hereto and shall apply to and bind the successors and assigns of each of the Parties hereto and shall merge with the deed delivered to Purchaser at Closing except as specifically provided herein. (i) No Third Party Beneficiaries. The covenants and agreements contained herein shall be binding upon and inure to the sole benefit of the Parties hereto, 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. 12 1/15/25 0) 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] IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. VILLAGYOFYLK GROVE VILLAGE, Attest: an Illing?'s mp cipal corporation Craig B. Johnson, Date: / 1 /3P127 HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, a Illinois not -for -profit corporation Name: Richard Koeqq Title: Executive Director Date: 1 /21 /2025 13 UY Lorrie Murphy, Vi lag ler Date: 1/15/25 Fxhihit A Property's Legal Description and Depiction THE NORTH 130.55 FEET OF THE EAST 397.08 FEET OF THE NORTH 15 ACRES OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 32, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE WEST 12 FEET OF THE EAST 45 FEET THEREOF) IN COOK COUNTY, ILLINOIS. P.I.N.: 08-32-200-023-0000 Address: 750 S. Arlington Heights Road, Elk Grove Village, Illinois 14 4822-5169-2663,v. 1 Exhibit B Permitted Exceptions [To be attached later] 15 1/15/25