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HomeMy WebLinkAboutRESOLUTION - 4-26 - 1/13/2026 - PURCHASE AND SALE AGREEMENT - COMEDRESOLUTION NO. 4-26 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND COMMONWEALTH EDISON COMPANY (300 EAST DEVON 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 documents marked: PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND COMMONWEALTH EDISON COMPANY a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 5 NAYS: 0 ABSENT: 1 PASSED this 13" day of January 2026 APPROVED this 1.3 day of Jar-- ---- "'" ATTEST: fer S. MAon, Village Clerk REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement") is made by and between the VILLAGE OF ELK GROVE VILLAGE, an Illinois home rule municipal corporation ("Seller"), and COMMONWEALTH EDISON COMPANY, an Illinois corporation ("Purchaser"), and is effective as of this 26th day of January, 2026 (the "Contract Date"). RECITALS WHEREAS, Seller owns that certain property located at 300 East Devon Avenue, Elk Grove Village, Illinois. Seller desires to sell and Purchaser desires to purchase the Property (hereinafter defined) subject to the terms and provisions contained herein. WHEREAS, concurrently herewith, Purchaser is entering into (i) a real estate purchase and sale agreement to acquire the property located at 400 and 410 East Devon Avenue, Elk Grove Village, Illinois, and (ii) a real estate purchase and sale agreement to acquire the property located at 304 East Devon Avenue, Elk Grove Village, Illinois (collectively, the "Other Contracts"). The parties hereto acknowledge and agree that Purchaser would not have entered into this Agreement without entering into the Other Contracts. WHEREAS, Seller is authorized to enter into this contract pursuant to its home rule powers and other applicable law. AGREEMENTS: NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Seller and Purchaser agree as follows: 1. Agreement of Purchase and Sale. Subject to the terms and conditions contained in this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase, the land legally described in Exhibit A attached hereto (the "Land"), together with: (a) any and all reversions, remainders, privileges, easements, rights -of -way, appurtenances, agreements, rights, licenses, tenements and hereditaments, strips and gores of land, streets, alleys, public ways or rights -of -way, minerals and mineral rights, oil, gas, and oil and gas rights, development rights, air rights, water and water rights, wells, well rights and well permits, water and sewer taps (or their equivalents), and sanitary or storm sewer capacity connected or appurtenant to said Land (the "Appurtenances"); (b) all improvements located on the Land (the "Improvements"); (c) all tangible personal property of Seller located on the Land (if any) (the "Personal Property"); (d) all maintenance, repair, service and pest control agreements, and all other contracts pursuant to which services (other than property management services) or goods are provided to the Land or Improvements (the "Contracts") which constitute Assumed Contracts (as hereinafter defined); and (e) all assignable warranties and guaranties (express or implied), if any, issued to Seller in connection with the Improvements or the Personal Property; all assignable licenses, permits, certificates of occupancy and otherconsents or approvals from governmental authorities (including all zoning and land use or development rights, entitlements, approvals, and permits) or private 4928-6 155-3280% 9 2492.01 14 parties which relate to the Land, Improvements, or Personal Property; and all plans, specifications, drawings, maintenance records and other documents pertaining to the Land, Improvements or Personal Property (the "Intangible Property"). The Land, the Appurtenances, the Improvements, the Personal Property, the Contracts and the Intangible Property are sometimes referred to in this Agreement, collectively, as the "Property". 2. Purchase Price. The purchase price for the Property shall be Three Million Six Hundred Twenty -Five Thousand and 00/100 ($3,625,000.00) Dollars (the "Purchase Price"). The Purchase Price shall be payable as follows: (a) Within five (5) Business Days (as hereinafter defined) of the Contract Date, or such later date as Purchaser receives the fully -executed escrow agreement referred to below, Purchaser shall deposit with Chicago Title Insurance Company, as escrowee (the "Escrowee"), by wire transfer of immediately available funds or check, an earnest money deposit in the amount of Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars (the "Earnest Money"). The Earnest Money shall be held by Escrowee pursuant to Escrowee's standard joint order escrow agreement, in a form approved by the parties hereto, modified, if necessary, to conform to the terms of this Agreement and to recognize Purchaser's unilateral right to invest the Earnest Money until such time as the Earnest Money is either refunded or forfeited pursuant to this Agreement or applied to the Purchase Price at the consummation of the transaction contemplated by this Agreement (the "Closing"). Provided that the Earnest Money has not been previously refunded or forfeited pursuant to this Agreement, the Earnest Money shall be applied to the Purchase Price and paid to Seller at the Closing. (b) The balance of the Purchase Price, plus or minus prorations and adjustments made pursuant to this Agreement, shall be paid by Purchaser by wire transfer at the Closing. Purchaser's Inspection. (a) Purchaser, its agents, representatives, employees and contractors are hereby granted access to the Property at all reasonable times, subject to reasonable prior notice to Seller, to inspect the Property and to conduct such non-invasive tests and investigations as it deems advisable in order to determine that the Property can be used for Purchaser's intended use and is otherwise in satisfactory condition. Purchaser may only conduct invasive tests, including, without limitation, soil borings, after (i) providing to the Seller for review a detailed proposed scope of such testing; and (ii) obtaining Seller's approval of the proposed scope, which approval shall not be unreasonably withheld, conditioned or delayed. Purchaser shall promptly provide to Seller, on a non -reliance basis and without representation or warranty of any kind, copies of all non- proprietary reports created for Purchaser by its consultants concerning the Property, including, without Iimitation, any Phase 1 environmental site -assessments and Phase 2 environmental reports. Seller shall provide Purchaser with reasonable access to the books and records of Seller relating to the operation and maintenance of the Property. In the course of its investigations, Purchaser may make inquiries of third parties, including, without limitation, tenants, lenders, contractors, vendors, property managers, parties to contracts and agreements related to the Property and municipal, local and other government officials and representatives, and Seller consents to such inquiries. Purchaser's inspection activities shall be insured under Purchaser's program of self-insurance. -2- (b) Purchaser shall not make any improvements or alterations to the Property and shall promptly repair any damage to the Property resulting from Purchaser's inspection activities. Purchaser shall keep the Property free and clear of any liens arising from Purchaser's test and inspections at the Property and will indemnify, protect, defend, and hold Seller, including Seller's agents and employees harmless from and against all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys' fees and court costs) asserted against or incurred by Seller or its agents or employees as a direct result of any such entry by, or tests and inspections of, Purchaser, its agents, employees or representatives (but excluding the discovery of existing conditions at the Property). If any inspection or test disturbs the Property and Purchaser does not acquire the Property, Purchaser will promptly restore the Property to substantially the same condition as existed immediately prior to any such inspection or test. (c) If Purchaser determines that the Property cannot be used for Purchaser's intended use or is otherwise unsuitable to Purchaser for any reason, or for no particular reason, in Purchaser's sole and absolute discretion, Purchaser shall have the right to terminate this Agreement by giving a written notice of termination (the "Inspection Contingency"), that can be delivered by email alone at any time during the period ending at 11:59 p.m. (Illinois time) on the ninetieth (90`h) day following Purchaser's receipt of a certification by Seller that Seller has delivered to Purchaser all of the Property Information (as defined in Section 9(a)) items set forth on Schedule 1 hereto that are in Seller's possession (the "Inspection Period"). If Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period, then the Earnest Money shall be refunded to Purchaser, this Agreement shall be terminated, and the parties shall be relieved of any further obligation or liability under this Agreement except for obligations which expressly survive termination of this Agreement ("Surviving Obligations"). 4. Title Insurance; Survey; Service Contracts. (a) Within ten (10) days of the Contract Date, Seller shall deliver to Purchaser (i) a commitment to issue an ALTA 2006 form of owner's policy of title insurance (the "Commitment") issued by Chicago Title Insurance Company (the "Title Company"), which shall show fee simple title to the Land vested in Seller and (ii) copies of all documents constituting exceptions to title as reflected in the Title Commitment (hereinafter called the "Exception Documents"). (b) Prior to the expiration of the Inspection Period, Purchaser shall obtain, at Purchaser's sole cost and expense, a current survey of the Property (the "Survey") prepared by a surveyor licensed in the State of Illinois and certified to Purchaser, the Title Company and such other parties as Purchaser shall designate, which Survey shall be prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A items 2, 3, 4, 6(a), 7(a), (b)(1) and (c), 8, 9, 16, 17, 18 and 19, and shall show the Land by metes and bounds, the location of all Improvements thereon and dimensions thereof, and to the extent applicable, all "set back" or building restriction lines, all parking areas (including the number of parking spaces therein), any and all existing utility and other easements burdening or benefiting the Land, the federal flood designation for the Property, and the location of wetlands and other environmentally controlled, regulated or protected areas. Without limiting the foregoing, the Survey shall comply with any requirements imposed by the Title Company as a condition to -3- the removal of the survey exception from the standard printed exceptions in Schedule B of the Commitment. (c) No later than 60 days after the Contract Date, Purchaser shall complete its review of the Commitment, the Exception Documents, and the Survey and shall advise Seller in writing ("Purchaser's Objection Notice") of objections that Purchaser may have to matters contained in or disclosed by the Commitment or the Survey. If, following Purchaser's Objection Notice, new exceptions are disclosed by any update to the Commitment, Purchaser shall have an additional five (5) Business Days following Purchaser's receipt of such update and legible copies of all new Exception Documents referenced therein to notify Seller of objections to any new items. (d) At or prior to Closing, all mortgages, deeds of trust, monetary liens, including mechanics' or materialmen's liens, and any judgments, filed against the Property (collectively, "Liens"), unless attributable to acts of Purchaser or its agents, will be paid for in full by Seller and released of record. (e) Seller, may, but shall have no obligation to, remove from title or the Survey the matters raised in Purchaser's Objection Notice ("Title Objections"). Alternatively, and if acceptable to Purchaser in Purchaser's sole and absolute discretion, Purchaser shall obtain title insurance for Purchaser insuring over such exceptions or matters. If Seller is unable or unwilling to remove any of Purchaser's Title Objections, Seller shall advise Purchaser in writing ("Seller's Title Response"). If any of the matters identified in Seller's Title Response materially and adversely affect the marketability of title to the Property or the ability to use the Property for Purchaser's intended use ("Title Defects"), then within five (5) Business Days following delivery of Seller's Title Response, Purchaser shall elect to either: (x) terminate this Agreement by delivering a written termination notice to Seller (which may be delivered by email alone), whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further obligation or liability under this Agreement except for Surviving Obligations or (y) waive and agree to accept title subject to those Title Defects which were not removed from title or insured over. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. (f) The "Permitted Exceptions" are (i) all matters shown on the Commitment and Survey which are not identified as Title Objections, (ii) all Title Objections not removed or insured over that are not Title Defects; and (iii) Title Defects which are subsequently waived or deemed waived by Purchaser. In no event shall any Liens be Permitted Exceptions. (g) On or before the last day of the Inspection Period, Purchaser shall notify Seller in writing as to which Contracts Purchaser wishes to assume at Closing (the "Assumed Contracts"). At Closing, Seller shall terminate all Contracts at its sole expense, other than the Assumed Contracts. All Assumed Contracts shall be assigned to Purchaser at Closing. Conditions to Closing. (a) Purchaser's obligation to consummate the transaction described in and governed by this Agreement is subject to the following conditions: -4- (i) Seller's representations and warranties set forth in this Agreement, as modified to the extent permitted under this Agreement, shall be true and correct in all material respects, in each case as of the date made and as of the Closing. (i i) Seller shall have performed, in all material respects, each of Seller's covenants under this Agreement the performance of which is due at or before Closing. (iii) No action, suit or proceeding shall exist as of Closing which seeks to restrain or prohibit Seller from consummating the Closing. (iv) The Title Company shall be unconditionally and irrevocably committed to issue an ALTA 2006 form of owner's policy of title insurance, subject only to the Permitted Exceptions, insuring Purchaser's fee simple title to the Property in the amount of the Purchase Price, and providing full extended coverage over all general title exceptions and containing the following endorsements: zoning endorsement 3.1 with parking and loading; comprehensive endorsement; access endorsement; tax parcel endorsement; survey endorsement; contiguity endorsement (if applicable); insurance over easement parcels benefiting the Land (if applicable); subdivision endorsement; encroachment endorsements (if applicable); and such other endorsements as Purchaser may reasonably require (the "Title Policy"). (v) Intentionally omitted. (vi) It shall be a condition to Purchaser's obligation to consummate the purchase of the Property that all conditions to closing of the purchase of the properties in favor of Purchaser under the Other Contracts have been satisfied and that the closings under the Other Contracts shall occur simultaneously with the Closing. In the event that Purchaser terminates either of the Other Contracts pursuant to any right it has thereunder, including without limitation as a result of a default by the seller thereunder, Purchaser shall have the right to terminate this Agreement by providing written notice to Seller. (b) If any condition set forth in Section 5(a) is not satisfied on or before Closing, Purchaser shall have the unilateral right, at its election and upon providing written notice to Seller, to extend the date for Closing for up to thirty (30) days. If any such condition is not satisfied as of the date scheduled for the Closing, as extended if applicable, Purchaser may terminate this Agreement by delivering a written notice of termination to Seller (which may be delivered by email alone), in which event this Agreement shall terminate and the Earnest Money will be promptly refunded to Purchaser following which neither party shall have any further liability or obligation to the other party under this Agreement, except for Surviving Obligations, except that if the failure of such condition constitutes a default by Seller, Purchaser shall have the rights and remedies set forth in Section 14 hereof. (c) Seller's obligation to consummate the transaction described in and governed by this Agreement is subject to the following conditions: (i) Purchaser's representations and warranties set forth in this Agreement shall be true and correct in all material respects in each case as of the date made. -5- (ii) Purchaser shall have performed, in all material respects, each of Purchaser's covenants under this Agreement the performance of which is due at or before Closing. (iii) No action, suit or proceeding shall exist as of Closing which seeks to restrain or prohibit Purchaser from consummating the Closing. (d) If any condition set forth in Section 5(c) is not satisfied on or before Closing (or such earlier date as is provided above) then, not later than the date scheduled for the Closing, Seller may terminate this Agreement by delivering a written notice of termination to Purchaser (which may be delivered by email alone) in which event this Agreement shall terminate and the Earnest Money shall be promptly refunded to Purchaser following which neither party shall have any further liability or obligation to the other under this Agreement, except for Surviving Obligations, except that if the failure of such condition constitutes a default by Purchaser, Seller shall have the rights and remedies set forth in Section 14 hereof, including the right to receive the Earnest Money. (e) Either party shall have the right, in its sole discretion, to waive any condition set forth above established for its benefit. 6. Closing. (a) The Closing shall take place pursuant to an escrow arrangement with the Title Company on the fifteenth (15`h) day following the expiration of the Inspection Period or such other date as is agreed upon by the parties. (b) At the Closing, Seller shall deliver to Purchaser or the Title Company, as escrowee, as appropriate the following documents: (i) a duly executed and acknowledged Special Warranty Deed conveying to Purchaser fee simple title to the Land and related Improvements free and clear of all encumbrances except the Permitted Exceptions (the "Deed") in the form of Exhibit B; (ii) a Bill of Sale, duly executed and acknowledged by Seller conveying to Purchaser Seller's right, title and interest to the Personal Property, containing only a warranty of title (the "Bill of Sale"), in the form of Exhibit C; (iii) an assignment of the Intangible Property and any Assumed Contracts (the "Assignment of Intangible Property") in the form of Exhibit D; (iv) Intentionally omitted; (v) a FIRPTA affidavit; (vi) Intentionally omitted; (vii) Intentionally omitted; (viii) an IRS Form 1099; (ix) a Closing Statement; (x) transfer tax declarations or similar forms required of real property sellers under applicable law to convey title and record the Deed; (xi) Seller's affidavit and gap indemnity, in a form acceptable to the Title Company sufficient to delete the standard printed exceptions in the Title Policy; (xii) to the extent not previously delivered to Purchaser and within the possession of the Seller, originals of the Assumed Contracts (if any) and Intangible Property, including any plans and specifications in Seller's possession and control or otherwise available to Seller; (xiii) commission statement and accompanying lien waivers from the Seller's Brokers; (xiv) possession of the Property, subject only to the Permitted Exceptions, to Purchaser upon the Closing; (xv) the Personal Property; (xvi) satisfactory evidence of Seller's authority to execute and deliver this Agreement and any other documents necessary or advisable to consummate the transaction contemplated hereby and thereby; and (xvii) such other documents as maybe reasonably required to consummate the transaction contemplated herein in accordance with the obligations with the provisions of this Agreement. (c) At the Closing, Purchaser shall deliver to Seller or to the Title Company, as escrowee, as appropriate the following: (i) The Purchase Price, as provided in Section 2 above; (ii) the Assignment of Intangible Property, assuming all liabilities that first arise on or after the Closing with respect to the Intangible Property and Assumed Contracts; (iii) Intentionally omitted; (iv) a Closing Statement; (v) commission statement and accompanying lien waivers from the Purchaser's Broker; (vi) Intentionally omitted; -7- (vii) transfer tax declarations or similar forms required of real property buyers under applicable law to convey title and record the Deed; and (viii) such other documents as maybe reasonably required to consummate the transaction contemplated herein in accordance with the obligations with the provisions of this Agreement. 7. Prorations. The following items shall be adjusted and apportioned between Seller and Purchaser as follows: (a) The parties hereto understand and agree that the Land is tax exempt. Any ad valorem real estate taxes, charges and assessments affecting the Property ("Taxes") which are due and payable as of or prior to Closing shall be paid in full at or before the Closing, so that the Title Company shall indicate payment in full thereof on the Title Policy. Purchaser shall receive a credit at Closing for any unpaid Taxes for the year 2025. Taxes for the year 2026 (if any) shall be prorated on a per diem and calendar year basis such that Purchaser is charged beginning on the date the Closing occurs (the "Settlement Date"). The year 2026 Taxes (and, if Taxes for the year 2025 are not yet determined, Taxes for the year 2025) shall be adjusted through the Settlement Date based upon one hundred percent (100%) of the most recently ascertainable Taxes. Such proration and credit shall be final. (b) The parties hereto understand and agree that the Land is vacant, unimproved, and not currently served by any metered utilities. The readings and billings for utilities (if any) will be made if possible as of the Settlement Date, in which case Seller shall pay all such bills as of the Settlement Date and no proration shall be made at the Closing with respect to utility bills. Otherwise, a proration shall be made based upon the parties' reasonable good faith estimate and a readjustment made within thirty (30) days after the Closing, if necessary. Seller agrees to cooperate with Purchaser in transferring utility service and company accounts with respect to the Property. (c) Any property management contract shall be terminated prior to the Closing. All employees of Seller and Seller's property managers shall have their employment at the Property terminated and shall be paid current by Seller through Closing, including accrued vacation and other benefits. Seller shall be responsible for any losses arising from any WARN Act claims or other claims by any such employees. (d) Seller shall pay: (i) its own attorneys' fees; (ii) the basic premium for Title Policy, including extended coverage over the general exceptions; (iii) fifty percent (50%) of the closing and escrow fees charged by the Title Company; and (iv) all state, county and municipal transfer taxes. (e) Purchaser shall pay: (i) its own attorneys' fees; (ii) the cost of any endorsements to the Title Policy other than the extended coverage endorsement; (iii) the cost of recording the Deed; (iv) the premium charge and other costs for any loan policy of title insurance for Purchaser's lender; (v) the cost of recording any documents associated with Purchaser's lender; (v) fifty percent (50%) of the closing and escrow fees charged by the Title Company; (vi) all sums -8- due Purchaser's Broker and Seller's Broker pursuant to Section 13 hereof; and (vii) the cost of the Survey. (f) Purchaser's and Seller's obligations under this Section 7 shall survive the Closing. 8. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 9 HEREOF OR IN ANY DOCUMENTS EXECUTED AND DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSE), WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO THE PROPERTY, THE LEASES, THE TENANTS AT THE PROPERTY, THE ZONING OF THE LAND, THE SOIL CONDITIONS OF THE LAND, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE. PURCHASER IS PURCHASING THE PROPERTY IN "AS IS, WHERE IS" CONDITION WITH ALL FAULTS, AND IN ITS PRESENT CONDITION. 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. 9. Seller's Representations and Warranties. (a) Whenever any representation or warranty of Seller is limited to its "knowledge" it shall mean the actual knowledge of Matthew J. Roan, who, Seller represents, is an employee(s) or officer(s) of Seller with knowledge regarding the Property. Seller represents and warrants to Purchaser as follows: (i) This Agreement constitutes the valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms. (ii) Seller holds fee title to the Property free and clear of liens, security interests and encumbrances, except those that will be discharged by Seller at or before Closing. There are no outstanding options, rights of first refusal or rights of first offer to acquire all or any other portion of the Property. (iii) To the best of Seller's actual knowledge, there are no capital repair, replacement or improvement projects being undertaken by as of the Contract Date. At closing there will be no sums due, owing and unpaid to contractors, subcontractors or material suppliers for any costs for capital repair, replacement or improvement projects previously completed by Seller. -9- (iv) To the best of Seller's actual knowledge, no Hazardous Material (hereinafter defined) in, on, under or about the Property in any amount or condition that either (A) creates a duty to report or to undertake response, removal, remediation or cleanup efforts under Environmental Laws, or (B) constitutes a material risk to human health and safety or to the natural environment. "Hazardous Materials" means any material or substance that is regulated or characterized as a "hazardous" or "toxic" substance, waste or material under any federal, state or local environmental or public health and safety law, statute, ordinance or regulation applicable to the Property ("Environmental Laws"). To the best of Seller's actual knowledge, Seller's operations relating to the Property have complied in all material respects with all Environmental Laws, and the Property is not the subject of any investigation by any governmental authority with jurisdiction over the Property investigating whether remedial action is needed to respond to a release or threatened release of Hazardous Materials. To the best of Seller's actual knowledge, Seller has not filed any notice under any federal or state law indicating past or present treatment, storage or disposal of any Hazardous Materials on the Property. (v) Seller has provided or within five (5) days following the Contract Date, will provide Purchaser with, complete copies of the items scheduled in Schedule 1 attached hereto (collectively, the "Property Information") to the extent such items are in Seller's possession and control. To Seller's knowledge, the Property Information is accurate and complete. (vi) There are no service or other contracts that will affect the Property or bind the Purchaser following Closing. (vii) There are no leases, licenses or occupancy agreements of any kind or nature affecting portions of the Land, the Appurtenances, or the Improvements (collectively, "Leases"). (viii) There is no litigation, claim, cause of action or administrative proceeding pending or, to Seller's knowledge, threatened against Seller, which would reasonably be expected to affect title to the Property, or the ability of Seller to perform its material obligations under this Agreement (collectively, "Litigation") except as set forth on Schedule 2 attached hereto. (ix) Seller has not received any written notice from any governmental authority that the Property is being operated in violation of any applicable federal, state and local laws, ordinances, rules, regulations and orders, including but not limited to those relating to building and zoning, the environment or health and safety or handicapped persons. (x) No tax reduction proceedings or protests commenced by Seller are presently pending with respect to all or any portion of the Property. Seller has received no written notice of any pending change in the assessment or taxation of the Property. (xi) None of the execution, delivery, and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will, (A) violate -10- or conflict with any provision of the organizational or governing documents, if any, of Seller; (B) conflict with, or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default under the terms of any contract, lease, bond, indenture, agreement, or other instrument to which Seller or the Property is subject, (C) result in the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of Seller pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise, or other instrument; (D) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency, or governmental or regulatory body of which it has knowledge against, or binding upon, Seller or the Property; or (E) to Seller's knowledge, constitute a violation by Seller of any statute, law, or regulation that is applicable to Seller. (xii) Seller is in compliance with the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "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"). Neither Seller nor any owner of any interest in Seller: (i) 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 (such lists are collectively referred to as the "Lists"); (ii) is a person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (xiii) Seller has received no notice of any pending condemnation, eminent domain or similar proceedings affecting the Property, or any part thereof, by any governmental or quasi -governmental authority. (xiv) Seller has not submitted an application for the creation of any special taxing district affecting the Property, or annexation thereby, or inclusion therein. (xv) Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the federal internal revenue code and the corresponding income tax regulations. (xvi) Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. (b) The representations and warranties made by Seller in this Agreement shall be re -affirmed as of Closing. The representations and warranties of Seller shall not merge into the Deed but shall survive the Closing for a period of six (6) months. (c) Without limiting any of Purchaser's other rights or remedies with respect to a breach of Seller's representations, warranties, agreements or covenants hereunder, Seller shall defend (with counsel reasonably acceptable to Purchaser), indemnify, save and hold Purchaser harmless from and against, and promptly pay to, or reimburse Purchaser for all claims, demands, suits and causes of action, and all loss, cost, expense and liability the Purchaser may suffer or incur, including, but not limited to, all attorneys' fees and expenses and court costs, resulting from, arising out of, relating to or caused by the breach or inaccuracy of any representation, warranty, agreement or covenant of Seller set forth in subsections 9(a)(iv) and 9(a)(ix). The indemnification obligations of Seller under this paragraph shall survive the Closing for a period of six (6) months. 10. Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller as follows: (a) This Agreement and all documents or instruments delivered by the Purchaser in connection with the transaction contemplated by this Agreement have been or will be at the time of delivery duly authorized by all necessary corporate action, constitutes the valid and binding obligation of Purchaser and is enforceable against Purchaser in accordance with its terms. 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. (b) There is no litigation, claim, cause of action or administrative proceeding pending or, to Purchaser's knowledge, threatened against Purchaser, which would reasonably be expected to affect the ability of Purchaser to perform its material obligations under this Agreement. 11. Covenants. Seller covenants and agrees that during the period from the date of this Agreement through and including Closing: (a) Seller will not enter into any contract that will be an obligation affecting the Property or Purchaser subsequent to the Closing. (b) Seller will not remove any Personal Property from the Property except as may be required for necessary repair or replacement, and in the event of such replacement, the replacement shall be of materially equal or better quality and quantity as existed as of the time of its removal. (c) Seller shall operate and manage the Property in accordance with Seller's generally applicable maintenance standard. Except as otherwise specifically provided herein, Seller shall deliver the Property at Closing in substantially the same condition as it is on the Contract Date, reasonable wear and tear excepted. None of the Personal Property or fixtures shall be removed from the Property, unless replaced by personal property, fixtures or inventory of equal or greater utility and value. (d) Seller will maintain casualty insurance of a level and type consistent with the insurance maintained by Seller prior to the execution of this Agreement with respect to the Property. -12- (e) Seller has paid or will pay in full, prior to Closing, all bills and invoices for labor, goods, material and services of any kind relating to the Property and utility charges, relating to the period prior to Closing. Any alterations, installations, decorations and other work required to be performed under any and all agreements affecting the Property have been or will, by the Closing, be completed and paid for in full. (f) Seller shall not do anything, nor authorize anything to be done, which would adversely affect the condition of title as shown on the Title Commitment. (g) Seller may not enter into any Leases, except with Purchaser's consent, which Purchaser may withhold in its sole discretion. (h) Seller shall comply with all federal, state, municipal and other governmental laws, ordinance, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after the Contract Date. (i) Seller, at its sole cost and expense, shall obtain all required consents, releases, conveyances and permissions and shall comply with all applicable statutes, laws, ordinances and regulations of every kind and nature, to the extent necessary and/or required, in order to convey to Purchaser title to the Property, subject only to the Permitted Exceptions. 0) Seller shall promptly notify Purchaser of any change in any condition with respect to the Property or of the occurrence of any event or circumstance that makes any representation or warranty of Seller to Purchaser under this Agreement that are inaccurate, it being understood that the Seller's obligation to provide notice to Purchaser under this Section 110) shall in no way relieve Seller of any liability for a breach by Seller of any of its representations, warranties or covenants under this Agreement. For the avoidance of doubt, any litigation, claim, cause of action, or administrative proceeding commenced by any third -party after the Contract Date, and the threat of which Seller had no knowledge prior to the Contract Date, shall not constitute a breach by the Seller. (k) All action required pursuant to this Agreement that is necessary to effectuate the transaction contemplated herein will be taken promptly and in good faith by Seller, and Seller shall furnish Purchaser with such documents or further assurances as Purchaser may reasonably require. 12. Condemnation or Casualty. (a) If prior to the Closing, the Property becomes subject to any planned, threatened or actual taking by any right of eminent domain (a "Taking") that is reasonably expected to result in a "Material Loss" (hereinafter defined) or prevent Purchaser from using the Property for Purchaser's intended use, Purchaser, within ten (10) Business Days after receipt of Seller's notice of such occurrence, will have the option to: (i) cancel and terminate this Agreement by delivery of written notice to Seller (which may be delivered by email alone), in which case the Earnest Money will be returned to Purchaser and thereafter neither party shall have any further obligation or liability to the other under this Agreement except for Surviving Obligations; or -13- (ii) proceed with the purchase of the Property in accordance with the terms of this Agreement except that the Purchase Price will be reduced by the amount of all awards and payments actually paid to Seller by the condemning authority. (b) If prior to the Closing, the Property is damaged by fire or by any other casualty (a "Casualty") that is reasonably expected to result in a Material Loss, Purchaser, within ten (10) Business Days after Seller's written notice of such Casualty, will have the option to either: (i) proceed to Closing, in which event Purchaser shall have the right to postpone the Closing by up to thirty (30) days, and at Closing Seller shall convey the Property in its damaged condition, assign to Purchaser all of Seller's right, title, and interest in and to any claims Seller may have against third parties or under the insurance policies covering the Property ("Casualty Claims"), , or (ii) cancel and terminate this Agreement by delivery of written notice to Seller (which may be delivered by email alone), in which case the Earnest Money will be returned to Purchaser and thereafter neither party shall have any further obligation or liability to the other under this Agreement except for Surviving Obligations. (c) For purposes of this Section 12, a "Material Loss" is a loss or damage to the Property that exceeds One Hundred Thousand and No/100 Dollars ($100,000.00). 13. Brokerage. Each party hereto represents and warrants to the other that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the sale contemplated herein, except for Pearson Realty Group, LLC, an Illinois limited liability company ("Purchaser's Broker") and Colliers International ("Seller's Broker"). Purchaser shall be responsible for paying any and all commissions due to Purchaser's Broker pursuant to a separate agreement between Purchaser and Purchaser's Broker. If Closing occurs, Purchaser shall pay a commission in the amount of 3% of the Purchase Price to Seller's Broker. Each of Seller and Purchaser shall indemnify, protect, defend and hold the other harmless from and against all claims, losses, costs, expenses and damages (including attorney's fees) resulting from a breach of the foregoing warranty. Purchaser shall indemnify Seller from any claim brought by Purchaser's Broker or, as to the 3% commission in the event that Closing occurs, Seller's Broker. Seller shall indemnify Purchaser from any claim brought by Seller's Broker other than with respect to said 3% commission if Closing occurs. The warranties contained in this Paragraph 13 shall be deemed remade by Seller and Purchaser at Closing as if actually remade at Closing. Notwithstanding any provision of this Agreement to the contrary, the obligations of the parties under this Section 13 shall survive any termination of this Agreement. 14. Remedies for Default. (a) If Purchaser shall default under this Agreement, and such default is not cured in accordance with Section 14(c) below, then Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement by delivering written notice to Purchaser (which may be delivered by email alone) and receive and retain the Earnest Money, as liquidated damages, Seller's actual damages in such event being impractical and difficult to ascertain, following which neither party shall have any further obligation or liability under this Agreement except for Surviving Obligations. The provisions of this Section 14(a) shall survive any termination of this Agreement. - ] 4- (b) If Seller shall default under this Agreement, and such default is not cured in accordance with Section 14(c) below, then then Purchaser may elect, as its sole and exclusive remedies, to either (i) terminate this Agreement by written notice to Seller, in which event the Earnest Deposit shall be returned to Purchaser and Seller shall reimburse Purchaser for any and all Purchaser Costs (as hereinafter defined), up to an aggregate amount of Fifty Thousand and 00/100 ($50,000.00) Dollars, promptly, and in any event within twenty (20) days, after presentation of complete invoices for such costs (which obligation to reimburse shall survive the termination of this Agreement) and the parties shall be relieved of any further obligation or liability under this Agreement except for obligations and liabilities that expressly survive termination of this Agreement, or (ii) bring an action against Seller in equity for specific performance. "Purchaser Costs" shall mean all reasonable, third -party costs paid or incurred by Purchaser to negotiate this Agreement, conduct its due diligence inspections and pursue the transaction contemplated hereby. The provisions of this Section 14 shall survive any termination of this Agreement. (c) Any provision in this Agreement to the contrary notwithstanding, prior to the exercise of any remedy set forth in this Agreement by Seller or Purchaser due to a default by the other party, the non -defaulting party shall give the other party written notice specifying such default and a ten (10) business days opportunity to cure any default hereunder other than the failure to close the transaction contemplated hereby on the date designated for Closing, as it may be extended, for which no notice and cure period shall be required. Further, each party waives all claims against the other for any damages (except as provided below), including, without limitation, any consequential, indirect, special or punitive damages arising out of a default in the performance of any obligation under this Agreement, including an obligation that survives the Closing. The foregoing waiver of damages shall not apply to any indemnification obligation under this Agreement or to a claim for breach of representation or warranty made during the survival period following Closing, provided that each party does waive all claims against the other for consequential, indirect, special or punitive damages arising out of or relating to any such indemnification obligation or claim for breach of representation or warranty. 15. Notices. All notices, consents, reports, demands, requests and other communications required or permitted hereunder ("Notices") shall be in writing, and shall be: (a) personally delivered with a written receipt of delivery; (b) sent by a nationally recognized overnight delivery service requiring a written acknowledgement of receipt or providing a certification of delivery or attempted delivery; or (c) sent by email with, unless otherwise expressly provided herein an original copy thereof transmitted to the recipient by one of the means described in Sections (a) or (b) no later than the next Business Day. All Notices shall be deemed effective when actually delivered as documented in a delivery receipt; provided, however, that if the Notice was sent by overnight courier as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of the absence of a signatory to acknowledge receipt, or by reason of a change of address with respect to which the addressor did not have either knowledge or written notice delivered in accordance with this Section, then the first attempted delivery shall be deemed to constitute delivery; and provided further, however, that Notices given by email shall be deemed given when received by email, as the case may be. Each party shall be entitled to change its address for Notices from time to time by delivering to the other party Notice thereof in the manner herein provided for the delivery of Notices. All Notices shall be sent to the addressee at its address set forth following its name below: -15- If to Purchaser Commonwealth Edison Company Three Lincoln Center Oakbrook Terrace, Illinois 60181 Attn: Brett Patrick Phone: 779-231-2622 Email: Brett.Patrick@comed.com with a copy to: GOLDBERG KOHN LTD. 55 East Monroe Street Suite 3300 Chicago, Illinois 60603 Attn: Jami L. Brodey Phone: 312-201-3984 E-mail: 'ami.brode ,�a: oldber glcolin.cozn If to the Seller: Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Attn: Matthew J. Roan, Village Manager Email: inroanac-r7elk rog ve.or with a copy to: Ancel Glink, P.C. 140 S. Dearborn Street, 6th Floor Chicago, Illinois 60603 Attn: Gregory W. Jones Email: gjones@ancelglink.com 16. Confidentiality. The parties hereto understand and agree that the Seller is a unit of local government and, as such, must publicly disclose and consider the terms of this Agreement. To the extent permitted by law, the terms, covenants and conditions of this Agreement shall be kept confidential and no press release or other publicity regarding the terms of this Agreement or Purchaser's acquisition of the Property shall be authorized by either party without the other party's prior written consent, provided that the foregoing shall not prohibit (a) Purchaser from disclosing the terms hereof to potential investors, shareholders, members, creditors, regulatory authorities, rating agencies, advisors, consultants, employees, representatives, tenants or landlords; (b) Seller from disclosing the terms hereof to its affiliates and their respective shareholders, members, creditors, regulatory authorities, rating agencies, advisors, consultants, employees, representatives, tenants or landlords; (c) any disclosures by either party required in connection with any proposed financing of the Purchase Price or any portion thereof, or any activities intended to promote Closing or satisfy conditions precedent to Closing otherwise required by applicable law or to governmental authorities or officials in relation to Purchaser's intended use of the Property or any approvals sought in connection therewith; (d) any disclosures required for Purchaser to comply with applicable law including, but not limited to, regulatory filings, or as required by or in connection with judicial proceedings; or (e) any disclosure obligation imposed upon the Seller by applicable law. M. 17. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic records and are executed electronically. An electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that electronic records and electronic signatures, as well as facsimile and e-mail signatures, may be used in connection with the execution of this Agreement and electronic signatures, facsimile signatures or signatures transmitted by e-mail in so-called pdf format shall be legal and binding and shall have the same full force and effect as if a paper original of this Agreement had been delivered and had been signed using a handwritten signature. The parties hereby (i) agree that an electronic signature, whether digital or encrypted, of a party to this Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature, (ii) intend to be bound by the signatures (whether original, faxed or electronic) on any document sent or delivered by facsimile or, electronic mail, or other electronic means, (iii) are aware that the other party will rely on such signatures, and (iv) hereby waive any defenses to the enforcement of the terms of this Agreement based on the foregoing forms of signature. If this Agreement has been executed by electronic signature, all parties executing this document are expressly consenting under the Electronic Signatures in Global and National Commerce Act ("E-SIGN"), and Uniform Electronic Transactions Act ("UETA"), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction. 18. Miscellaneous. (a) The paragraph headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language thereof. (b) The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto. (c) All previous negotiations and agreements between the parties hereto, with respect to the transaction set forth herein are merged in this instrument which fully and completely expresses the parties' rights and obligations. This Agreement is the entire agreement between the parties hereto with respect to the Property and supersedes any and all other prior agreements and understandings, whether written or oral, formal or informal. (d) Purchaser has the right, prior to the Closing, without the consent of, but with notice to, Seller, to assign this Agreement to an entity controlled by or under common control with Purchaser or the beneficiary of the trust, but in any such event Purchaser will not be released from any liability under this Agreement. (e) In the event that any term or provision of this Agreement shall be held illegal, invalid or unenforceable as a matter of law and the remaining terms and provisions of this -17- Agreement reasonably reflect the material benefits and burdens intended by the parties, then such remaining terms and provisions shall not be affected thereby, but each such term and provision shall be valid and shall remain in full force and effect. (f) Time is of the essence of this Agreement. (g) In the event of a dispute between the parties hereto with respect to the enforcement of either party's obligations contained herein, the prevailing party shall be entitled to reimbursement of reasonable attorneys' fees, costs, and expenses incurred in connection therewith. (h) Seller and Purchaser acknowledge and agree that the purchase and sale of the Property may be part of a tax-free exchange under Section 1031 of the Internal Revenue Code (the "Code") for either Purchaser or Seller. Each party hereby agrees to take all reasonable steps on or before the Settlement Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. (i) A "Business Day" is any day other than Saturday or a Sunday on which federally chartered banks in Illinois are permitted to be open and accepting deposits. Whenever under the terms of this Agreement, the time for performance of a covenant or condition falls upon a day that is not a Business Day, such time for performance shall be extended to the next Business Day. 0) Intentionally omitted. (k) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. (1) This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the internal laws of the state in which the Property is located, without regard to the conflicts of laws principles thereof. 19. Recitals and Exhibits. This Agreement's recitals and the following exhibits are attached hereto are incorporated by this reference and made a part hereof: -18- Exhibit A Legal Description Exhibit B Form of Deed Exhibit C Form of Bill of Sale Exhibit D Form of Assignment of Intangible Property Exhibit E Form of Seller's Reaffirmation of Representations and Warranties Schedule 1 Property Information Schedule 2 Litigation [Remainder of page intentionally left blank; signature page follows.] -19- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Contract Date. SELLER: VILLAGE PF ELK D O V E VILLAGE, an Illinois nup icipal cp ❑ratioq,/ Mayor Craig B. Joli ATTEST: aoml illage Clerk PURCHASER: COMMONWEALTH EDISON COMPANY, an Illinois corporation Name: Its: Signature Page to Purchase and Sale Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Contract Date. SELLER: VILLAGE OF ELK GROVE VILLAGE, an Illinois municipal corporation Mayor Craig B. Johnson ATTEST: Jennifer Mahon, Village Clerk PURCHASER: COMMONWEALTH EDISON COMPANY, an Illinois corporation By: 1, 9 ti ��,.,, o�vs• �r� Name:- . Its: Signature Page to Purchase and Sale Agreement EXHIBIT A LEGAL DESCRIPTION [TO BE INSERTED] Permanent Tax Number: 08-33-401-034-0000 Address: 300 East Devon Avenue, Elk Grove Village, Illinois A-1 This instrument was prepared by, and after recording return to: Jami L. Brodey, Esq. Goldberg Kohn Ltd. 55 East Monroe Street Suite 3300 Chicago, Illinois 60603 EXHIBIT B FORM OF DEED SPECIAL WARRANTY DEED Above Space for Recorder's Use THIS INDENTURE WITNESSETH THAT the Village of Elk Grove Village, an Illinois municipal corporation, whose address is 901 Wellington Avenue, Elk Grove Village, Illinois ("Grantor"), for and in consideration of the sum of Ten and Noll 00 Dollars ($10.00) and other good and valuable consideration in hand paid, the receipt, adequacy and sufficiency of which is hereby acknowledged, by these presents does GRANT, BARGAIN AND SELL unto whose address is ("Grantee"), the following described real property located in the County of Cook, State of Illinois and legally described as follows: See Legal Description attached hereto as Exhibit A and hereby made a part hereof. Together with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, all the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, of Grantor, either in law or equity, of, in and to the above described property, with the hereditaments and appurtenances: TO HAVE AND TO HOLD said property, with the appurtenances, unto Grantee, its successors and assigns forever. And Grantor, for itself, and its successors, does covenant, promise and agree, to and with Grantee, its successors and assigns, that it has not done or suffered to be done, anything whereby the property hereby granted is, or may be, in any manner encumbered or charged, except as herein recited; and that Grantor will WARRANT AND DEFEND the Property against all persons lawfully claiming by, through, or under Grantor, and none other, subject to: the Permitted Title Exceptions, as described on Exhibit B attached hereto and hereby made a part hereof. Permanent Index Number(s): 08-33-401-034-0000 Common Address: 300 E. Devon Avenue, Elk Grove Village, Illinois [Signature Page Follows] MN [Signature Pa e� to Special Warranty Deed] IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed as of this day of , 20 State of ) ) SS County of ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that as the of personally known to me, whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his free and voluntary act for the purposes therein set forth. Given under my hand and official seal, this day of ., 20 Notary Public Commission expires: EXEMPT UNDER PROVISIONS OF 35 ILCS 200/31-45, PARAGRAPH (b), REAL ESTATE TRANSFER ACT Signature of Buyer or Representative MAIL SUBSEQUENT TAX BILLS TO: EXHIBIT A TO SPECIAL WARRANTY DEED Legal Description [INSERT] PERMANENT INDEX NUMBER: 08-33-401-034-0000 COMMON ADDRESS: 300 East Devon Avenue, Elk Grove Village, Illinois MI . EXHIBIT B to Special Warranty Deed Permitted Title Exceptions IM EXHIBIT C FORM OF BILL OF SALE The Village of Elk Grove Village, an Illinois municipal corporation (the "Seller"), having a principal place of business at 901 Wellington Avenue, Elk Grove Village, Illinois, in consideration of Ten and No/100 Dollars ($10.00), receipt of which is hereby acknowledged, do hereby sell, assign, transfer and set over to Purchaser, , a (collectively, the "Purchaser"), all right, title and interest in and to any tangible personal property owned by Seller and used exclusively at, directly and exclusively relating to the real estate commonly known as 300 E. Devon Avenue, Elk Grove Village, Illinois, which real property is legally described on Exhibit A attached hereto and made a part hereof (the "Property"), including without limitation, the personal property described on Exhibit B attached hereto and incorporated herein by this reference (collectively, the "Personal Property"). SELLER MAKES NO WARRANTY, INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE PERSONAL PROPERTY, AND THE SAME IS SOLD IN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. Seller hereby represents and warrants that it owns the Personal Property free and clear of all liens and encumbrances. This Bill of Sale shall be binding upon and shall inure to the benefit of Purchaser, Seller and their respective successors and assigns. This Bill of Sale may be executed in a number of identical counterparts. Signatures may be delivered by facsimile or electronic delivery, and such signatures shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter. This Bill of Sale and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, without reference to the conflict of law provisions thereof. If any action or proceeding is commenced by either party to enforce its rights under this Bill of Sale, the substantially prevailing party in such action or proceeding shall be awarded all reasonable costs and expenses incurred in such action or proceeding, including reasonable attorneys' fees and costs (including the cost of in-house counsel and appeals), in addition to any other relief awarded by the court. [Remainder of page intentionally left blank; signature page follows.] C-1 IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be signed and sealed in its name by its officers thereunto duly authorized this day of: , which instrument is effective this date. SELLER: C-2 EXHIBIT A TO BILL OF SALE Leptal Description [INSERT] PERMANENT INDEX NUMBER: 08-33-401-034-0000 COMMON ADDRESS: 300 East Devon Avenue, Elk Grove Village, Illinois C-3 EXHIBIT B TO BILL OF SALE Permitted Title Exceptions C-4 EXHIBIT D FORM OF ASSIGNMENT OF INTANGIBLE PROPERTY The Village of Elk Grove Village, an Illinois municipal corporation ("Assignor"), hereby convey, assign, transfer, and set over unto a ("Assignee"), all the respective right, title and interest of Assignor in and to any the following intangible property owned by Assignor and used in connection with the real estate legally described on Exhibit A attached hereto ("Property"): (i) all rights in and to easements, appurtenances, adjacent strips, streets, roads, (public or private), privileges and hereditaments, access rights, air rights, water rights, development rights, licenses, zoning and development approvals, permits and approvals from government agencies, in each case arising out the ownership by Seller of the Land or Improvements (collectively, the "Rights and Appurtenances"); and (ii) to the extent freely assignable, all warranties and guaranties relating to the Land, the Improvements, or the Personal Property, all assignable licenses and permits now in effect with respect to the Property, all assignable warranties and guaranties relating to the Property, and logos, trademarks, service marks and goodwill associated with the Property, (collectively, the "Intangible Property"). This Assignment shall be binding upon and shall inure to the benefit of Assignor, Assignee and their respective successors and assigns. Signatures may be delivered by facsimile or electronic delivery, and such signatures shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter. This Assignment and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, without reference to the conflict of law provisions thereof. If any action or proceeding is commenced by either party to enforce its rights under this Assignment, the substantially prevailing party in such action or proceeding shall be awarded all reasonable costs and expenses incurred in such action or proceeding, including reasonable attorneys' fees and costs (including the cost of in-house counsel and appeals), in addition to any other relief awarded by the court. [Remainder of page intentionally left blank; signature page follows.] IIM IN WITNESS WHEREOF, Assignor has executed this Assignment and Assumption Agreement on this day of ASSIGNOR: List of Exhibits: A - Property Description D-2 EXHIBIT A TO ASSIGNMENT OF INTANGIBLE PROPERTY Legal Description [INSERT] PERMANENT INDEX NUMBER: 08-33-401-034-0000 COMMON ADDRESS: 300 E. Devon Avenue, Elk Grove Village, Illinois D-3 SCHEDULEI PROPERTY INFORMATION PROPERTY INVESTIGATION ITEMS 1. Most recent survey of Property. Schedule 1 SCHEDULE2 LITIGATION Schedule 2