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HomeMy WebLinkAboutRESOLUTION - 21-25 - 3/25/2025 - WOLF FAMILY ENTERPRISES, LLC (1201 BUSSE ROAD) PURCHASE AND SALE AGREEMENTRESOLUTION NO.21-25 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND WOLF FAMILY ENTERPRISES, LLC (1201 BUSSE 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, SALE, AND REDEVELOPMENT AGREEMENT (1201 BUSSE 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: 6 NAYS: 0 ABSENT: 0 PASSED this 25th day of March 2025 APPROVED this 251h day of March 2025 APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk March 13, 2025 PURCHASE. SALE. AND REDEVELOPMENT AGREEMENT THIS PURCHASE, SALE, AND REDEVELOPMENT AGREEMENT ("Agreement") is made and entered into this 26tday of MAV'C k , 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 WOLF FAMILY ENTERPRISES, LLC, an Illinois limited liability company with offices located at 146 Timber Court, Wood Dale, Illinois, ("Purchaser") (collectively, the Seller and Purchaser are the "Parties" and, sometimes, individually, a "Party"). RECITALS WHEREAS, the Seller owns certain real property containing +/- 1.08 acres generally located northeast of the intersection of Busse Road and Touhy Avenue, in Elk Grove Village, Illinois, which property is commonly known as 1201 Busse Road, Elk Grove Village, Illinois and is legally described in Exhibit A and depicted in Exhibit B ("Property"); and WHEREAS, the Property is located in the Busse/Elmhurst Road TIF Redevelopment Project Area ("TIF District"), which was created on or about March 11, 2014; and WHEREAS, Purchaser wishes to acquire the Property from the Seller for the purpose of (i) improving the existing structure located on the Property ("Existing Building"); and (ii) occupying the Existing Building with the Purchaser's business, Chicago Wheel Service, Inc. (collectively "Development"); and WHEREAS, the Seller is authorized to enter into this Agreement pursuant to, among other sources of authority, the Tax Increment Allocation Redevelopment Act (65 ILCS 5/11-74.4-1, et seq.) ("TIF Act") and the Seller's home rule authority; and WHEREAS, on February 27, 2025, the Seller published notice seeking alternate proposals to acquire and develop the Property; and WHEREAS, the Seller, acting by and through its corporate authorities, has reviewed and considered the transactions authorized by this Agreement and finds them to be consistent with the Seller's goals and objectives associated with the TIF District; and WHEREAS, the Parties wish to enter into this Agreement setting forth the terms and conditions applicable to the Property's acquisition and the Development; AGREEMENT In consideration of the recitals, covenants, and agreements contained herein, the Parties agree as follows: PART I: CONVEYANCE TERMS 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. March 13, 2025 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 Property's purchase price shall be THREE MILLION SIXTY THOUSAND AND NO/100 ($3,060,000.00) 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 three (3) business days after the Effective Date, the Purchaser shall deliver to the Title Company (as defined in Section 4) SEVENTY FIVE THOUSAND AND NO/100 ($75,000.00) DOLLARS ("Earnest Money"). The Title Company will hold the Earnest 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 thirty (30) days after the expiration of the Inspection Period (as defined in Section 5(a)) at a mutually agreeable time at the offices of Chicago Title Insurance Company ("Title Company"), or at such other place and time as may be agreed upon by the Purchaser and the Village Manager ("Closing Date"). 5. Rights of Inspection; Regulatory Approvals; Title and Survey. (a) Beginning on the Effective Date and ending sixty (60) 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 Section 5(b) upon reasonable notice to Seller delivered no less than two (2) business days before access is required. (b) Purchaser and its agents and representatives shall, during the Inspection Period and after providing Seller notice in accordance with Section 5(a), have the right to enter upon the Property for the purposes of inspecting, surveying, and observing the Property ("Inspections"). For the avoidance of doubt, Purchaser's Inspections shall be noninvasive and shall not involve any physical alteration, improvement, or change to the Property without the Seller's prior written consent, which Seller may withhold in Seller's sole discretion. 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 excepted. The Purchaser's obligations in this Section will survive the voluntary or involuntary termination of this Agreement. (c) During the Inspection Period, Purchaser shall have the further right, at Purchaser's sole cost, to make such inquiries of governmental agencies, including, without limitation, the Seller, financing entities, and utility companies, and to make such feasibility studies and analyses as it considers appropriate, and to apply for and obtain all (i) regulatory approvals 2 March 13, 2025 from any local, state, or federal governmental entity or agency; and (ii) financial approvals necessary for the establishment and operation of the Development. (d) 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(d) shall survive Closing. (e) 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 establish and operate 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 2:00 p.m. CST on the last day of the Inspection Period, to terminate this Agreement for any reason or no reason at all. Should such termination be delivered in accordance with this Section, this Agreement shall be deemed null and void, neither Party shall have any further duties or obligations under this Agreement (excluding those duties and obligations that expressly survive termination), 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 any Party through the termination date. (f) In the event the Inspections uncover environmental conditions unacceptable to the Purchaser, the Purchaser will (i) notify the Seller in writing during the Inspection Period; and (ii) provide Seller with a copy of all documents, reports, and analyses referencing the unacceptable environmental condition. 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 in accordance with Section 5(e). (g) Seller has provided Purchaser with a copy of a survey dated June 26, 2024, and attached hereto as Exhibit B ("Survey"). Purchaser shall be responsible, at its sole cost, for preparing any additional survey required by the Purchaser, Title Company, lender, or any other party. (h) Within five (5) business days after the Effective Date, Seller will order a title commitment from the Title Company, and within fourteen (14) days of the Effective Date, the Seller will deliver 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. Within ten (10) days of receiving both the Title Commitment and the Survey, the Purchaser will notify the Seller ("Purchaser Title Notice") as to (i) any exceptions to title shown on the Title Commitment that are not acceptable to the Purchaser, and (ii) any objections the Purchaser has to the Survey March 13, 2025 (collectively, "Unpermitted Exceptions"). Any title exceptions that Purchaser fails to object to in the Purchaser Title Notice will become permitted exceptions, and Exhibit C 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 any lender's title insurance policy to be issued pursuant to the Title Commitment will be paid by the Purchaser, and the cost of extended coverage and all endorsements shall be paid by the Purchaser. All required state and county transfer taxes, if any, shall be paid by the Seller. (i) 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. 0) 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; 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 received by Seller during Seller's ownership of the Property 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; 6) Any environmental analyses concerning the Property; and 7) 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. 4 March 13, 2025 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 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. In order 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) 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 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. (f) 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. 5 March 13, 2025 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. (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. 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 OFFICER, 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, C: March 13, 2025 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, and (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 ("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. 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, licenses, or approvals, if any, of any governmental bodies which have jurisdiction over the construction or operation of the Development, including, without limitation, the Seller; or 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 including the Closing Date, and that the Property will be conveyed to the Purchaser free of any such taxes, transfer taxes, assessments or liens. Real estate taxes that have accrued but have not 7 March 13.2025 yet been billed shall be prorated as of the Date of Closing based on one hundred (100%) percent of the most recent ascertainable full year tax bill. 10. Closing Costs; Related Fees. Except as provided herein, the Parties shall evenly split (i.e., 50% / 50%) the costs of Closing, including escrow costs and fees. The Seller shall pay all recording costs associated with the Deed. 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; (e) Deliver to Title Company a settlement statement; (f) Deliver to the Title Company a bill of sale; 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 approval. 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 to the Purchaser at Closing legal fee simple title to and possession of the Property. 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 8 March 13, 2025 without the prior 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 in the Property. Any reference to the term "Deed" or "deed" herein shall be construed to refer to such form of deed. 15. Conditions to the Seller's Performance. The Seller shall have the right, at the Seller's sole discretion, to terminate this Agreement if: (a) Full payment of any property, fire or hazard insurance claim is not confirmed prior to the Closing; (b) 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; (c) 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; (d) The Purchaser fails to or is unable to obtain during the Inspection Period all governmental approvals, authorizations, licenses, and permits, required to establish and operate the Development on the Property, excluding the Certificate (as defined in Section 23) and those permits authorized by Agreement Part II; (e) The Seller is unable to verify the Purchaser's financial capacity and fitness to successfully construct and operate the Development during the Inspection Period; or (f) 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; (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; and E March 13, 2025 (c) The operation and management of the Property by or for Purchaser after the Closing Date. 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 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. Except as expressly provided herein, Seller's delivery of the deed to the Property 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, other than Chris Nelson of Lee & Associates of Illinois, LLC ("Lee"). 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. The Seller will pay Lee outside of closing pursuant to a separate agreement. Each Party shall indemnify, defend, and hold harmless the other Party 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 Before Closing. If either Party defaults in the performance of this Agreement before Closing, the non -defaulting Party's exclusive remedies shall be to either: (i) terminate this Agreement and, in the case of a Purchaser default, the Seller will retain the Earnest Money; or (ii) pursue specific performance, at either Party's discretion. 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. PART II: REDEVELOPMENT TERMS 21. Development of the Subject Property. The Development and the Purchaser's use and maintenance of the Property shall be pursuant to and in accordance with this Agreement and all applicable local, state, and federal laws, ordinances, rules and regulations, as amended ("Requirements of Law"). In the event of a conflict between or among any of the Requirements of Law and this Agreement, the document that provides the greatest control and protection for the Seller, as determined by the Village Manager, shall control. The foregoing documents shall be 10 March 13, 2025 interpreted so that the duties and requirements imposed by any one of them are cumulative among all of them, unless otherwise provided in this Agreement. 22. Damage to Public Property. Purchaser will maintain all streets, sidewalks, and other public property in the vicinity of the Property in a good and clean condition during construction of the Development on the Property. Further, Purchaser will promptly clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property in the vicinity of the Property by Purchaser or any agent of or contractor hired by, or on behalf of, Purchaser, and will repair any damage to public property that may be caused by the activities of Purchaser or any agent of or contractor hired by, or on behalf of, Purchaser. Within a reasonable period of time, but in no event more than six (6) hours after the Seller gives Purchaser notice to clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property in the vicinity of the Property deposited by Purchaser or any agent of or contractor hired by, or on behalf of, Purchaser, if Purchaser neglects to clean, or undertake with due diligence to clean, the affected public property, then the Seller will be entitled to clean, either with its own forces or with contract forces, the affected public property and to recover from Seller costs or charges reasonably incurred by the Seller to perform the cleaning. 23. Construction Schedule. Purchaser shall commence work on the Development not later than ninety (90) days following Closing on the Property ("Commencement Date") and shall obtain the Seller's approval of an occupancy certificate ("Certificate") for the Development by no later than one (1) year after the Closing Date ("Completion Date"). Seller shall not unreasonably delay, withhold, or condition approval of the Certificate. Purchaser will pursue construction of the Development diligently, continuously, and in full compliance with this Section. If Purchaser fails to comply with the terms of this Section, the Seller may terminate this Agreement and the Parties' rights and obligations hereunder and receive a full and immediate refund of the Incentive (as defined in Section 24). 24. Development Financing and Monitoring. (a) Seller Incentive; Source of Funds. Based upon Purchaser's representation of the need for financial assistance consistent with the TIF Act, and subject to Purchaser's compliance with this Agreement and the TIF Act, the Seller will, upon Purchaser's submittal of a complete permit application for the Development, provide Purchaser a grant in the amount of THREE HUNDRED THOUSAND AND NO/100 ($300,000.00) DOLLARS ("Incentive") to assist with the Property's acquisition and/or construction of the Development. The Incentive will be payable from funds deposited in the TIF District's Special Tax Allocation Fund bank account and from no other source. Purchaser shall have no recourse against the Seller's general fund or other Seller revenues and this Agreement shall have no effect on the Seller's ability to issue debt in the future. (b) Open Book Development. The Development shall be an "open book" project, and Purchaser will provide the Seller full access, upon the Seller providing reasonable notice, to all records associated with the Development. During business hours, Purchaser shall make available for review by the Seller and its agents the books and records relating to (i) the Development's costs to enable the Seller to verify those costs, including, but not limited to, the Purchaser's, general contractor's and contractor's sworn statements, general contracts, subcontracts, purchase orders, waivers of lien, paid receipts, invoices, (ii) information concerning 11 March 13, 2025 the Development necessary for the Seller to satisfy TIF District reporting requirements, and (iii) and all other information reasonably requested by the Seller. These records shall be available for inspection, audit and examination. The Seller agrees to keep all financial information obtained pursuant to this Section confidential, except to the extent required for compliance with any applicable law, rule or regulation. 25. Liability, Indemnity of Seller, and Insurance. (a) Seller Review. Purchaser acknowledges and agrees that the Seller is not, and shall not be, in any way liable for any damages or injuries to Purchaser that may be sustained as the result of the Seller's review and approval of any plans for the Property, or the issuance of any approvals, permits, certificates, or acceptances for the Development or use of the Property, and that the Seller's review and approval of those plans and issuance of those approvals, permits, certificates, or acceptances does not, and shall not, in any way, be deemed to insure Purchaser, or any of its heirs, successors, assigns, tenants, and licensees, or any other person, against damage or injury of any kind at any time. (b) Seller Procedure. Purchaser acknowledges and agrees that notices, meetings, and hearings have been properly given and held by the Seller with respect to the approval of this Agreement and agrees not to challenge the Seller's approval of this Agreement on the grounds of any procedural infirmity or of any denial of any procedural right. (c) Indemnity. Purchaser agrees to defend, hold harmless, and indemnify the Seller and the Seller's elected and appointed officials, officers, employees, agents, representatives, engineers, and attorneys, from any and all claims, liabilities, damages, penalties, and costs that may be asserted at any time against any of them, or awarded against them, in connection with (i) the Seller's review and approval of any plans for the Property; (ii) the Incentive; (iii) Purchaser's construction of the Development; or (iv) this Agreement. (d) Defense Expense. Seller shall provide Purchaser written notice of any claim for which the Seller may seek indemnification or to be held harmless within thirty (30) days of obtaining notice of a claim. Failure of the Seller to tender timely notice or defense of a claim in accordance with this Section shall waive any obligation of Purchaser to indemnify, defend, and hold harmless the Seller. Purchaser shall have the right to hire counsel of its choosing, with consent of the Seller, and to control defense of any claim or to settle any claim provided that the Seller shall have the right to participate in the defense and settlement of the claim. In the event that the Seller retains defense of any claim Purchaser shall, and does hereby agree to, pay all expenses, including without limitation all reasonable legal fees, incurred by the Seller in defending itself with regard to any and all of the claims referenced in Section 25(C) of this Agreement, provided that Purchaser shall have the right to participate in said defense and approval of any settlement of a claim. (e) Insurance. 1. Liability Insurance Prior to Completion. Prior to issuance of a building permit for the Development, Purchaser shall procure and deliver evidence of such policies 12 March 13, 2025 to the Seller, at Purchaser's cost and expense, and shall maintain in full force and effect through completion of construction of the Development, a policy or policies naming the Village of Elk Grove Village, together with its officers, agents, employees, contractors, attorneys, and engineers as Additional Insureds. All such policies shall be in such form and issued by such companies as shall be reasonably acceptable to the Seller, and any insurance carried by the Seller for like risks shall be secondary and in excess of the insurance required hereby. All policies shall be written on a "per occurrence" basis. Purchaser shall procure and maintain insurance for protection from claims under worker's compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom, alleged to arise from Purchaser's negligence in the performance of services under this Agreement. Purchaser's certificate of insurance shall contain a provision that the coverage afforded under the policy(s) will not be canceled or reduced without thirty (30) days prior written notice (hand delivered or registered mail) to the Seller. Purchaser shall promptly forward new certificate(s) of insurance evidencing the coverage(s) required herein upon annual renewal of the subject policies. Failure of Purchaser to supply a valid certificate of insurance, or if a previously valid certificate of insurance has expired and is not replaced, is grounds for issuance of a stop work order, in addition to all other remedies available at law or in equity, until such time as a valid certificate of insurance is provided. Failure of the Seller to collect or demand a certificate of insurance shall not be deemed a waiver of the requirement to provide one. The limits of liability for the insurance required by this Subsection shall not be less than the following: Workmen's Compensation Insurance: All Liability imposed by Workmen's Compensation statute Employer's Liability Insurance $1,000,000 Contractual Liability Insurance $1,000,000 Completed Operations Insurance $ 500,000 Owned, Hired, and Non -Ownership Vehicle, Bodily Injury and Property Damage to the following Limits: Commercial General Liability Bodily Injury Property Damage Automobile Liability Umbrella Liability $2,000,000 (each occurrence) $2,000,000 (each person) $2,000,000 (each accident) $2,000,000 (each accident) $1,000,000 combined single limit (each accident) $4,000,000 (each occurrence) $4,000,000 (aggregate) 2. Purchaser's Risk Prior to Completion. Prior to the issuance of a Certificate for the Development, Purchaser shall keep in force at all times builders risk insurance on a completed value basis, in non -reporting form, against all risks of physical loss, including collapse, covering the total value of work performed and equipment, supplies and materials furnished for the Development (including on -site stored materials), all as to work by Purchaser. Such insurance policies shall be issued by companies satisfactory to the Seller. Such policies shall 13 March 13, 2025 contain a provision that the same will not be canceled or materially amended without prior written notice to the Seller. 26. Remedies After Closing. For claims arising after Closing, each Party may, in law or in equity, by suit, action, mandamus, or any other proceeding, including without limitation specific performance, enforce or compel the performance of this Agreement. Purchaser agrees that it will not seek, and does not have the right to seek, to recover a judgment for monetary damages against the Seller, or any of its elected or appointed officials, officers, employees, agents, representatives, engineers, or attorneys, on account of the negotiation, execution, or breach of this Agreement. In addition to every other remedy permitted at law or in equity for the enforcement of the terms of this Agreement, the Seller will be entitled to revoke or withhold the issuance of building permits, the Certificate, and licenses for any and building, structure, improvement, or use within the Property and receive a full and immediate refund of the Incentive at any time Purchaser has failed or refused to meet fully any of its obligations under this Agreement. 27. Survival. Excluding Section 24(b) regarding TIF District reporting, the provisions set forth in Agreement Part II shall survive Closing and remain in full force and effect until the one (1) year anniversary of the Seller's issuance of a Certificate for the Development. Section 24(b) regarding TIF District reporting shall remain in force and effect until the TIF District's termination. PART III: GENERAL TERMS 28. 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. (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): 14 March 13, 2025 If to Seller: Matthew J. Roan Village Manager Village of Elk Grove Village 901 Wellington Street Elk Grove Village, IL 60007 Tele: (847) 357-4004 Email: mroannelkgrove.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 Email: gknickerbocker(a-),elk rove.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: g_ioneskancelglink.com If to Purchaser: Wolf Family Enterprises, LLC Attn: George Wolf and Lisa D. Wolf 1001 Morse Avenue Elk Grove Village, Illinois 60007 Email: lisadelbwolf@gmail.com With a Copy to: William T. Rodeghier Attorney -at -Law 191 North Wacker Drive, 31 st Floor Chicago, Illinois 60606 Fax: (312) 465-4801 Email: w.rodeghier@sbcglobal.net 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 15 March 13, 2025 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. All obligations assumed by Purchaser under this Agreement are binding on Purchaser and on any of Purchaser's successors, assigns, and successor or legal beneficial owners of the Property. 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, before Closing, Purchaser may assign its rights and obligations hereunder to an affiliate; provided, however, that Purchaser will provide Seller with advance written notice of an assignment to an affiliate and written proof of compliance with this Section. For the purposes of this agreement, "affiliate" shall mean an entity owned and 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 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. 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] 16 March 13, 2025 Exhibit A Property's Legal Description LOT 98 IN CENTEX INDUSTRIAL PARK UNIT 10, BEING A SUBDIVISION IN SECTION 26, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS P.I.N.: 08-26-303-013 Address: 1201 Busse Road, Elk Grove Village, Illinois 18 March 13, 2025 flip HIM, i q PP Exhibit B Survey F fiW ;U Cn > Z Z W 'i 19 March 13, 2025 4822-5169-2663,v. 1 Exhibit C Permitted Exceptions [To be attached later] 20 March 13, 2025 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth below. PURCHASER: Wolf Family Enterprises, LLC An Illinois limited liability company Name: Q (J�►o r Title: Date: -rs/ e-f SELLER: Attest I Lo 4-, '� Title: Village of E1 rove V' lage, Attest an Illinois 96nicipal orporation Craig B. on, Mayor Lorrie Murphy, Village iClerk Date: :SI'ZJ12;, 17