HomeMy WebLinkAboutRESOLUTION - 62-25 - 11/18/2025 - SG ELK GROVE LLC PURCHASE AND SALE AGREEMENTRESOLUTION NO.62-25
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A PURCHASE, SALE AND REDEVELOPMENT AGREEMENT BETWEEN
SG ELK GROVE, LLC AND THE VILLAGE OF ELK GROVE VILLAGE
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 I : That the Mayor be and is hereby authorized to sign the attached document
marked:
PURCHASE, SALE, AND REDEVELOPMENT AGREEMENT
pertaining to the following three (3) parcels: PINS 07-25-300-061-0000, 07-25-300-062-0000, and
07-25-300-063-0000, (the "Agreement"), a copy of which is attached hereto and made a part
hereof as if fully set forth, and the Village Clerk is authorized to attest said document upon the
signature of the Mayor.
Section 2: That the form, terms, and provisions of the attached Agreement, including
exhibits and attachments thereto, are hereby approved with such insertions, omissions, and
changes as shall be approved by the Mayor, Village Manager and/or the Village Attorney. The
Village Board ratifies any and all previous action taken to effectuate the intent of this Resolution.
Section 3: 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 18 day of November 2025
APPROVED this 18 day of November 2025
Mayor —Craig B. Jonson
Village of Elk Vove Village
ATTEST:
e*J,hon, Village Clerk
November 18, 2025
PURCHASE, SALE. AND REDEVELOPMENT AGREEMENT
THIS PURCHASE, SALE, AND REDEVELOPMENT AGREEMENT
("Agreement") is made and entered into this day of No 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 SG ELK GROVE, LLC, an Illinois limited liability company
with offices located at 1001 Feehanville Drive, Mount Prospect, Illinois, ("Purchaser")
(collectively, the Seller and Purchaser are the "Parties" and, sometimes, individually, a "Party").
RECITALS
WHEREAS, Seller owns certain real property containing +/- 9.72 acres generally located
northwest of the intersection of Meacham Road and Biesterfield Road in Elk Grove Village,
Illinois, which property is commonly known as 600 Meacham Road, Elk Grove Village, Illinois
and is legally described in Exhibit A ("Property") which consists of the following three parcels
(sometimes referred to individually as a "Parcel"):
Parcel l: PIN 07-25-300-06 1 -0000 ("Ice Rink Property');
Parcel 2: PIN 07-25-300-063-0000 ("Outlot 1"); and
Parcel 3: PIN 07-25-300-062-0000 ("Outlot 2")
WHEREAS, Purchaser wishes to acquire the Property from the Seller for the purpose of
demolishing the existing structure ("Existing Building") constructing an ice arena on the Ice Rink
Property containing a total of 72,560 square feet with two (2) sheets of ice, a restaurant containing
a total of 8,814 square feet, a to -go food bar containing a total of 1,128 square feet, off-street
parking, and related infrastructure and appurtenances (collectively, "Ice Arena") including
potential future retail outlot structures on Outlot 1 and Outlot 2 (collectively "Development"); and
WHEREAS, the Seller is authorized to enter into this Agreement pursuant to, among other
sources of authority, the Seller's home rule authority; 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.
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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 Ice Rink Property's purchase price shall be FOUR MILLION FIVE'
HUNDRED THOUSAND AND NO/100 ($4,500,000.00) DOLLARS. The purchase price for
each Outlot I and Outlot 2 shall be ONE and NO/100 ($1.00) DOLLAR. The total purchase price
for the Property shall be FOUR MILLION FIVE HUNDRED THOUSAND TWO AND
NO/100 ($4,500,002.00) DOLLARS ("Purchase Price"). Purchaser shall pay the Purchase Price
in full at Closing (as defined in Section 4) by transfer of immediately available funds drawn from
the loan proceeds, 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) TWO HUNDRED THOUSAND
AND N0/100 ($200,000.00) 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 Ice Rink Property, Outlot I'
and Outlot 2 will occur simultaneously and ("Closing") 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 National Builder and Bancorp Title ("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 (50) 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 mate, 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
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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
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 rights, duties or
obligations under this Agreement (excluding those duties and obligations that expressly survive
termination), and the Earnest Money shal I 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 notify Purchaser within ten (10)
business days upon receipt of Purchaser's notice (as noted herein), whether at its option, and at its
sole cost and expense, it will remediate any such environmental conditions in accordance with all
applicable 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). For the avoidance of doubt, if Seller does not
notify Purchaser in accordance with this Section that Seller intends to remediate any environmental
condition, Seller will — without further notice or action — be deemed to have elected not to
undertake any such remediation.
(g) 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, Purchaser will order
title commitments from the Title Company for each Parcel, and within fourteen (14) days of the
Effective Date, the Purchaser will deliver Alta Form B title commitments to Seller with extended
coverage ("Title Commitments;.'.) for owner's title insurance policies issued by the Title Company
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in the amount of the purchase price for the each Parcel showing fee simple title to each Parcel
vested in the Seller. Within ten (10) days of receiving the Title Commitments, the Purchaser will
notify the Seller ("Purchaser Title Notice") as to any exceptions to title shown on the Title
Commitments that are not acceptable to the Purchaser (collectively, "Unpermitted Exceptions").
Any title exceptions that Purchaser fails to object to in the Purchaser Title Notice will become
permitted exceptions ("Permitted Exceptions") and Exhibit 8 to this Agreement will be modified
accordingly. At least five (5) days before the Closing, the Seller will deliver to Purchaser pro
forma Title Commitments. The cost of the owner's title insurance policies to be issued pursuant
to the Title Commitments will be paid by Seller, the cost of any lender's title insurance policy to
be issued pursuant to the Title Commitments 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 Commitments in their then current
conditions. If Seller fails to timely respond or Purchaser is not reasonably satisfied that such
exceptions will not be removed or endorsed over, Purchaser will either (a) take title to each Parcel
subject to such exceptions or (b) deliver notice to Seller during the Inspection Period in accordance
with Section 5(e) terminating the Agreement, in which case the Earnest Money shall be returned
to Purchaser and all further rights and obligations of the Parties hereto shall cease and terminate
without any further liability of either party to the other (except those obligations which expressly
survive termination as provided in this Agreement). Unpermitted Exceptions which are approved
by Purchaser 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 fallowing,;
I ) 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 any and all shared maintenance obligations and 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
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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.
b. Control of Property. Subject to Seller and Purchaser's indemnification
obligations set forth in this Agreement and Purchaser's obligations under the Temporary
Construction License Agreement between the Parties dated September 9, 2025 ("License
Agreement"), Seller shall have the full responsibility and liability for any and all damage or injury
to the Property occurring on or before the Closing Date. If 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 and all Earnest Money shall be returned
to Purchaser. 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, reasonable 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 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 Seller receives any notice of code violations 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.
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(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.
Seller further covenants to Purchaser and agrees that between the date hereof and the Closing
Date:
(f) 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,
excluding a potential amendment to or replacement of the Reciprocal Easement Agreement
recorded against the Property on or about January 3, 2020 as Document No. 2000306198, subject
to Purchaser's review and approval, or prepay fora period of more than one (1) month any sums
payable under any Contracts, without prior written notice to and approval of Purchaser.
(g) 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.
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(h) 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.
(i) There are no actions, suits, or proceedings pending or, to the knowledge of
Purchaser, threatened against or affecting Purchaser before any administrative, regulatory,
adjudicatory or arbitration body or agency of any kind that have, or could reasonably be expected
to have, a material and adverse effect on the performance by Purchaser of its obligations pursuant
to and as contemplated by the terms and provisions hereof.
0) Purchaser is in compliance with the requirements of Executive Order No.
133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) ("Order") and other similar requirements container)
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," "WHERE 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
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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
yet been billed shall be prorated as of the Date of Closing based on one hundred five (105%)
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 Purchaser shall
pay all recording costs associated with the Deeds.
11. Seller's Obligations at Closing. At or prior to the Closing Date, Seller shall:
(a) Deliver to Purchaser a separate duly recordable special warranty deeds for
each Parcel comprising the Property (i.e., a total of 3 deeds) with all stamps affixed thereto
conveying to Purchaser fee simple title to each Parcel and all of Seller's rights appurtenant thereto,
together with all required transfer declarations duly executed by Seller;
(b) Dcliver to Purchaser affidavits 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 ALTA Statements, on Title Company's standard
form, executed by Seller;
(d) Deliver to Title Company affidavits stating that there is no property
manager for the Property;
(e) Deliver to Title Company settlement statements;
(f) Deliver to the Title Company the Seller's signature on the Loan Agreement
(as defined below);
(g) Deliver to the Title Company bills of sale;
(h) Deliver Affidavits of Title executed by the Seller warranting that no
outstanding mechanic's lien rights exist and that each Parcel is subject to no leases, liens or other
claims or encumbrances of title except those Permitted Exceptions; and
(i) Deliver loan proceeds pursuant to the terms of 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
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of assessment valuation, if any. Drafts of all Seller Closing documents listed in this Section l I
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, Purchaser shall:
(a) Deliver to the Title Company the Purchase Price and Purchaser's share of
Closing costs, which shall be paid out of the Seller's loan proceeds;
(b) Deliver to the Title Company the Purchaser's signature on the Loan
Agreement and all documents and agreements necessary to implement the Loan Agreement's
terms, including, without limitation, the promissory note and personal guaranty; and
(c) Deliver to the Title Company proof that Purchaser has applied for all
permits necessary to construct the Development.
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 each parcel comprising the Property. Except as
otherwise provided in this Agreement, if the Purchaser alters the Property or any portion thereof
or causes the Property or any portion thereof to be altered in any way and/or occupies the Property
or any portion thereof or allows any other person to occupy the Property or any portion thereof
before the Closing Date 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 or any portion thereof 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. Deeds. The deeds to be delivered by Seller at Closing shall be special warranty
deeds that Seller grants only that title which Seller may have in each Parcel. The deed to the Ice
Rink Property shall contain a right of reverter in favor of Seller should the Purchaser fail to comply
with its monetary obligations in the Loan Agreement owed to Seller, beyond any notice and cure
period contained the in Loan Agreement. 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;
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(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 from the Seller, concerning matters the
Seller has jurisdiction over, 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 during the Inspection Period, to its reasonable
satisfaction, the Purchaser's financial capacity and fitness to successfully construct and operate the
Development;
(f) Any material misrepresentation is knowingly made by the Purchaser.
16. Purchaser Indemnification. 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
(c) The operation and management of the Property by or for Purchaser after the Closing
Date.
This Section I6shall survive Closing for a period of eighteen (18) months.
17. Risk of Loss. In the event of fire, destruction or other casualty loss to the Property
or any portion thereof after the Effective Date and prior to Closing, but excluding activities taken
pursuant to the License Agreement, the Seller may, with the prior written consent of the Purchaser,
repair or restore the Property, or either Panty may terminate the Agreement and Earnest Money
shall be returned to Purchaser. 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 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 Seller will provide no indemnification to the Purchaser except as
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.
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18. Discharge. Except as expressly provided herein, Seller's delivery of the deeds 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. Neither Seller nor Purchaser has not contracted with any real estate
broker, agent, finder or similar person in connection with the negotiation and execution of this
Agreement. Each Party will 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 and the defaulting Party fails to cure within fourteen (14) days upon
receipt of notice by the non -defaulting Party, the non -defaulting Parry'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 in the case of a Seller's default, the Purchaser will retain the Earnest
Money; or (ii) pursue specific performance, at either Parry'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 FOR THE ICE RINK PROPERTY
21.. Development of the Iee Rink Property.
(a) Compliance with Laws. The Purchaser's development, use and
maintenance of the Ice Rink Property shall be pursuant to and in accordance with (i) this
Agreement; (ii) all applicable local, state, and federal laws, ordinances, rules and regulations, as
amended, including, without limitation, any zoning and building approvals granted by the Seller;
and (iii) all covenants and restrictions applicable to the Ice Rink Property ("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 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.
(b) Operating Covenant. For the period of time beginning on the date the Seller
issues the Certificate for the Ice Arena ("Completion Date") and continuing through the Term,
the Purchaser will continuously operate the Ice Arena on the Ice Rink Property. The Ice Arena
will be open to the public, except for routine maintenance or a Force Majeure Event (as defined in
Section 29(n)), hours and days consistent with other ice arenas in the Chicago region.
22. Damage to Public Property. Purchaser will maintain all streets, sidewalks, and
other public property utilized by the Purchaser and its employees, contractors, subcontractors, and
agents located adjacent to the ice Rink Property in a good and clean condition during construction
November 18, 2025
of the Ice Arena, pursuant to all applicable codes, rules, and regulations. Further, Purchaser will
promptly clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property
adjacent to the Ice Rink 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 one (1) business day after the Seller gives Purchaser
notice to clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property
adjacent to the Ice Rink 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 Purchaser costs or charges
reasonably incurred by the Seller to perform the cleaning.
23. Construction Protocol.
(a) Deadlines. Purchaser shall commence work on the Ice Arena not later than
fifteen (15) days after the Closing Date ("Commencement Date") and shall obtain the Seller's
approval of an occupancy certificate ("Certificate") for the Ice Arena by no later than August 13,
2027 ("Completion Date"). Seller shall not unreasonably delay, withhold, or condition approval
of the Certificate. Purchaser will, at Purchaser's sole cost, demolish the Existing Building and
pursue construction of the Ice Arena diligently, continuously, and in full compliance with this
Section; provided, however, Purchaser may begin demolishing the Existing Building before the
Commencement Date, pursuant to the License Agreement . The Parties may consent to a
modification to the Commencement Date and/or Completion Date in a written amendment to this
Agreement. If within thirty (30) days of Purchaser's receipt of written notice of default by Seller,
and subject to a Force Majeure Event (as defined in Section 29(n)), 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 Loan Incentive (as defined
in Section 24).
(b) No Construction Before Acquisition, The Purchaser agrees that unless
approved by the Village Manager, in his sole discretion, no permanent construction, improvement,
or physical development of any kind shall be permitted on any portion of the Property unless and
until the Purchaser acquires title to the Ice Rink Property. For the avoidance of doubt, Purchaser
may begin demolishing the Existing Building before Purchaser acquires title to the Ice Rink
Property in accordance with the terns of the License Agreement.
(c) Permit and Other Fees. Notwithstanding all other costs, payments, fees;
charges, contributions, or dedications required by this Agreement, the Seller has agreed to
reimburse Purchaser or waive all permit fees, inspection fees, and impact fees (if any) imposed by
the Seller and paid by Purchaser related to the construction of the Ice Arena. The Purchaser will
timely pay to any other governmental agency or other entity with jurisdiction over the design and
development of the Ice Rink Property, including, without limitation, Home Depot and its affiliates,
from whom an invoice is received, all application, inspection, administrative, and permit fees, all
water and sewer general and special connection fees, tap -on fees, charges, contributions, impact
fees, and all other fees, charges, and contributions pursuant to the Requirements of Law; including,
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without limitation, all Cook County and Metropolitan Water Reclamation District of Greater
Chicago fees.
24. Development Financing and Monitoring.
(a) Development Costs. Purchaser represents and warrants that the total cost.
of substantially completing and receiving a Certificate for the Ice Arena, including those portions
of the development necessary to support the Ice Arena, is Twenty Seven Million and 00/100'
($27,000,000.00) Dollars ("Total Cost"). Purchaser further represents and warrants that it has
written evidence that it has the combined equity and financing in an amount necessary to pay the
Total Cost and will share the same with the Seller during the Inspection Period.
(b) Seller incentive. Based upon Purchaser's representation of the need for
financial assistance and subject to Purchaser's compliance with this Agreement, the Seiler will, at
Closing, countersign the loan agreement ("Loan Agreement") attached as Exhibit C. The Loan
Agreement will provide the Purchaser a loan in the amount of TWENTY SEVEN MILLION
AND N0/100 ($27,000,000.00) DOLLARS ("Loan Incentive"). The Loan Incentive will be
provided and governed in accordance with and pursuant to the terms of the Loan Agreement, will
only be used to pay for those Ice Arena costs identified in the budget attached as Exhibit D
("Budget"), and will be disbursed in accordance with the procedures set forth in Section 24(c).
The Purchaser's promise to repay the Loan Incentive will be secured against the Ice Rink Property
by a mortgage with first lien priority. Purchaser will not record any lien or allow any lien to be
recorded against the Ice Rink Property, including, without limitation, mechanics liens or liens
designating the Ice Rink Property, or any portion thereof, as collateral for or a pledge securing any
debt. A default by Purchaser under the Loan Agreement shall constitute a default under this
Agreement.
(c) Incentive Procedures. Before the Purchaser receives any Loan Incentive
funds, the Purchaser must submit to the Seller a signed certificate, in the form attached as Exhibit
E ("Certificate of Reimbursable Costs"), certifying costs identified on the Budget the Purchaser
has incurred to date that the Purchaser intends to use Loan Incentive funds to reimburse. Each
Certificate of Reimbursable Costs must be accompanied by documentation supporting the
requested reimbursement (collectively, "Supporting Documentation"), including, without
limitation, contractor sworn statements, lien waivers, schedule of values indexed to the Budget,
invoices and evidence of payment, and other documents deemed reasonably necessary by the
Village Manager, taking into account typical industry practice. Following submittal of a
Certificate of Reimbursable Costs and the Supporting Documentation, the Seller will have the
opportunity to inspect the improvements to which the Certificate of Reimbursable Costs relates
and confirm the improvements are installed in accordance with and comply with this Agreement
and Requirements of Law. Draw requests made by the Purchaser that include a complete
Certificate of Reimbursable Costs and Supporting Documentation submitted by the 25't' of the
month will be paid by the Seller no later than the 30t` of the following month; provided, however,
Purchaser shalt not submit more than one Certificate of Reimbursable Cost during any 30 day
period. Notwithstanding the foregoing, the Seller shall have no obligation to approve a Certificate
of Reimbursable Costs if improvements identified in the Certificate of Reimbursable Costs do not
comply with the Requirements of Law or this Agreement, or the Purchaser has otherwise failed to
materially comply with the terns of this Agreement or the Loan Agreement. In such case, Seller
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November .18, 2025
shall provide details of such deficiencies, and Seller will make payment within 30 days of the
Seller confirming that Purchaser has remedied such failure in accordance with the Requirements
of Law and this Agreement.
The Purchaser shall only be eligible for reimbursement of those costs eligible for
reimbursement in accordance with this Agreement's terms. Any material inaccuracy, intentional
false statement, misrepresentation, or false representation made by the Purchaser within a
Certificate of Reimbursable Project Costs or within documentation accompanying a Certificate of
ReimbursableProject Costs shall constitute a breach of this Agreement.
Except as provided in this Section concerning the Permit Fee (as defined below), the
Purchaser shall not submit to the Seller a Certificate of Reimbursable Costs until after the Closing
Date. Upon expiration or Purchaser's waiver of the Inspection Period, Purchaser may submit a
Certificate of Reimbursable Costs seeking reimbursement of the building permit fee Purchaser
previously paid to Seller in the amount of FIVE HUNDRED SIXTY THREE THOUSAND
FOUR HUNDRED TWENTY TWO AND N0/100 ($563,422.00) DOLLARS ("Permit Fee") -
No Certificate of Reimbursable Costs shall be submitted more than 120 days after the Iee Arena's
Substantial Completion.
In no event may Purchaser request or receive from the Seller more than FIVE MILLION
AND NO/100 ($5,000,000.00) DOLLARS of the Loan Incentive ("Initial Draw Cap") until
Wingspan Development Group, LLC ("Wingspan") acquires title to the +/-6.59 acre property
defined as the "Residential Property" in the Redevelopment Agreement dated January 23, 2024 by
and between Seller and Wingspan (as amended, "Vue Agreement"), in accordance with the Vue
Agreement. For the avoidance of doubt, the Initial Draw Cap shall be in addition to Loan Incentive
funds used to pay the Purchase Price at closing.
(d) Open Book Development. The development of the Ice Rink Property 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 Ice Arena's development. During
business hours, Purchaser shall make available for review by the Seiler and its agents the books
and records relating to (i) the ice Arena 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, and (ii) 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.
(e) Progress Meetings. Purchaser shall at all times have an individual
designated as the Seller's primary point of contact for matters pertaining to this Agreement. Upon
written request of the Seller, Purchaser shall meet on a monthly basis with the Village Manager or
his designee, and other Village staff as appropriate, to provide a comprehensive progress report on
the development. Appropriate development team personnel shall attend the meeting on behalf of
Purchaser and the Seller, and the Purchaser shall provide information regarding the status of
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construction and occupancy, pending permit requests, and other logisticalinformation deemed'
necessary by the Seller,
(f) Future Sale of Property. If the Purchaser conveys title to Outlot 1, Outlot
2, or any part thereof, to a third party during the Loan Agreement's term, and Purchaser is current
with its monetary obligations under the Loan Agreement, then no sale proceeds from the sale of
an outlot shall be applied to pay down the Loan Incentive. 1f Purchaser, at the time of conveyance
of an outlot is in default of its monetary obligations under the Loan Agreement, then,; in addition
to all rights and remedies provided to the Seller under this Agreement and the Loan Agreement,
Purchaser shall pay Seller at closing from the sale proceeds an amount equal to no less than One
Million and No/100 ($1,000,000.00) Dollars per outlot, with such amount being applied to the
Loan incentive's outstanding balance.
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 Development, 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 Loan Incentive;
(iii) Purchaser's construction and the development of the lee Arena; or (iv) this Agreement, unless
such claims, actions or damages are adjudicated to have arisen by reason of the fraudulent acts or,
omissions of the Seller and its officers, agents, employees, consultants or attorneys.
(d) Defense Expense. Seller shall provide Purchaser written notice ofany claim
for which the Seller may seek indemnification or to be held harmless within thirty (30) days of
obtaining notice of 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
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November 18, 2025
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 of the Ice Arena, Purchaser shall procure and deliver evidence
of such policies to the Seller, at Purchaser's cost and expense, and shall maintain in full force and
effect through completion of construction of the Ice Arena, a policy or policies naming the Village
of Elk (rove Village, together with its officers, agents, employees, contractors, attorneys, and
engineers as additional insureds on a primary, noncontributory basis. 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 (to the extent Purchaser has employees):
All Liability' imposed by Workmen's Compensation statute
Employer's Liability Insurance $1,000,000
Contractual Liability Insurance S1,000,000
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
$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)
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November 18, 2025
Umbrella Liability 58,000,000 (each occurrence)
$8000,000 (aggregate)
2 Purchaser's Risk Prior to Completion. At all times prior to the
issuance of an Occupancy Certificate for the Ice Arena, 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 contain a provision that the same will not be canceled or materially amended
without prior written notice to the Seller.
(f) Prevailing Wage Act. Purchaser agrees to comply with the Illinois
Prevailing Wage Act, 820 ILCS 130/0.01, et seq. ("Wage Act") when performing :any task
associated with this Agreement or the development of the Ice Rink Property. Purchaser agrees to
pay and require every contractor and subcontractor to pay prevailing wages as established by the
Illinois Department of Labor for each craft or type of work needed to execute the contract in
accordance with the Wage Act. The Purchaser shall prominently post the current schedule of
prevailing wages at the Ice Rink Property and shall notify immediately in writing all of its
contractors and subcontractors, of all changes in the schedule of prevailing wages. Any increases
in costs to the Purchaser due to changes in the prevailing rate of wage during the terms of any
contract shall be at the expense of the Purchaser and not at the expense of the Seller. The Purchaser
agrees to defend, indemnify, and hold harmless the Seller from any and all claims, damages; fines,
fees and penalties arising out of non-compliance with the Wage Act, by the Purchaser and its
agents, contractors, subcontractors, employees, successors, and assigns.
26. Remedies After Closing. Except as provided below, for claims' arising after
Closing, each Party shall have the right to pursue all remedies available at law or in equity,
including but not limited to an action to compel the other Party's specific performance: of the
provisions 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 Ice RinkPropertyand demand and
receive from Purchaser a full and immediate refund of the Loan Incentive at any time Purchaser
has failed or refused to meet fully any of its obligations under this Agreement, after any applicable
notice and cure periods.
27. Security` Instruments.
(a) Replacement Insurance. Prior to the issuance of any certificate of
occupancy for the Ice Arena, the Purchaser shall deliver certificate evidencing casualty insurance
in favor of the Seller and in a form approved by the Village Attorney, providing in the alternative
for funds to finance post -casualty replacement of the Ice Arena or direct payment to the Seller of
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November 19, 2025
the remaining balance of the Loan Incentive in the event of the Ice Arena or any part thereof
becomes uninhabitable ("Replacement Insurance"). The Replacement Insurance shall identify
the Seller as an additional insured and include an endorsement assigning insurance proceeds to the
Seller in the event of a covered loss only, up to the amount of the Loan Incentive. The Seller shall
be given written notice at least thirty (30) days prior to any cancellation or material amendment of
the Replacement Insurance.
(b) Costs. The Purchaser shall bear the full cost of securing and maintaining
the Replacement Security.
(c) Form of Security Instruments. All security instruments Shall be from an
institution (i) acceptable to the Seller, (ii) licensed in the State of Illinois, and either (iii) having
capital resources of at least Fifty Million Dollars ($50,000,000) or (iv) having an AM Best rating
of at least A-. Each form of security shall, at a minimum, provide that (1) it shall not be canceled
or modified without the prior consent of the Seller; (2) it shall not require the consent of the
Purchaser prior to any draw on it by the Seller; and (3) if at any time it will expire within 60 or
fewer days, and if it has not been renewed, and if any applicable obligation of the Purchaser for
which it is security remains uncompleted or unsatisfactory, then the Seller may call and draw down
the security and employ the proceeds to complete the obligations and reimburse the Seller for any
and all costs and expenses, including, without limitation, legal fees and administrative costs,
incurred by the Seller.
(d) Use of Funds in the Event of Breach of Agreement. If the Purchaser fails
or refuses to fully meet any of its obligations under this Agreement, then the Seller may, upon
expiration of any notice or cure periods, in its sole and absolute discretion and in addition to all
other remedies available to the Seller, draw on security instrument provided pursuant to this
Agreement or the Requirements of Law, according to the specific terms set forth in the security
instrument, and use the funds according to the terms of the surety.
28. Term; Survival. The provisions set forth in Agreement Part II and Part III shall
survive Closing and remain in full force and effect until the twenty (20) year anniversary of the
Seller's issuance of a Certificate for the Ice Arena ("Term").
PART III: GENERAL TERMS
29. 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.
November 18, 2025
(c) Governing Law. This Agreement is made and executed under and in all respects to
be governed and construed by the laws of the State of Illinois and the Parties hereto hereby agree
and consent and submit themselves to any court of competent jurisdiction situated in Cook County,
Illinois.
(d) Notices. All notices and demands given or required to be given by any Party hereto
to any other Party shall be deemed to have been properly given if and when delivered ;in person,
sent by email, or three (3) business days after having been deposited in any U.S. Postal Service
and sent by registered or certified mail, postage prepaid, addressed as follows (or sent to such other'
address as any Party shall specify to the other Party pursuant to the provisions of this Section):
If to Seller:
Matthew J. Roan
Village Manager
Village of Elk Grove Village
901 Wellington Street
Elk Grove Village, IL 60007
Tele: (847) 357-4004
Email: mroan@elk rog ve.or-g,
With a copy to:
Michael Del Galdo
Del Galdo Lave Group, LLC
1444 S. Harlem Ave
Berwyn, Illinois 60402
Tele (708) 222-7000
Email: delgaldo@dlglawgroup.com
With a copy to:
Gregory W. Jones
Ancel Glink, P.C.
140 South. Dearborn Street, 6th Floor
Chicago, IL 60603
Tele: (3 i 2) 782-7606
Email: eiones(aancelalink.com
If to Purchaser:
SG Elk Grove, LLC
Attn: Gina Bertolini
1001 Feehanville Drive
Mount Prospect, Illinois 60056
Email: jmacklin@wingspandev.com
With a Copy to
Attn: Carolyn Strahammer
1001 Feehanville Drive
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Number 18, 2025
Mount Prospect, Illinois 6056
Email: cstrahammer@nicholasfoc.com
In the event either Party delivers a notice by email, as set forth above, such Party agrees to
immediately deposit the originals of the notice in a post office, branch post office, or mail
depository maintained by the U.S. Postal Service, postage prepaid and addressed as set forth above.
Such deposit in the U.S. Mail shall not affect the deemed delivery of the notice by email, provided
that the procedures set forth above are fully complied with. Any Party, by notice given as
aforesaid, may change the address to which subsequent notices are to be sent to such Party,
(e) Assignability. 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" shalt mean an
entity owned and controlled by Purchaser.
(f) Severabilitlt. 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: Amendment. 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) Disclosures. Upon the Seller's request, Purchaser will provide a list of all entities
owning a greater than one (1%) percent interest in Purchaser. Purchaser will 'update this
November 18, 2025
information at the request of the Seller. Based in part on the information provided by Purchaser
and in part on information from the Seller's independent investigation, the Seller will affirm that
its corporate authorities, and all appropriate Seller officials, officers, employees, agents and
representatives of the Seller have or will comply with the disclosure and conflict -of -interest
provisions of the Public Officer Prohibited Activities Act (50 ILCS 105/3), the Act, and the Illinois
Governmental Ethics Act (51LCS 420).
(k) Standard of Performance. Purchaser's performance pursuant to this Agreement
shall exhibit the same level of care, competence, judgment, and diligence that is reasonably
expected of a real estate development firm in the Chicago Metropolitan Statistical Area that has
experience with developments that are equally or more complex than the Development. The
Development: shall be constructed in a good and workmanlike manner and in compliance with this
Agreement. All improvements associated with the Development or the Property shall be new and
commercially reasonable for their respective kinds for their intended purpose.
(1) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument, and any signatures to counterparts may be delivered by facsimile or other electronic
transmission and shall have the same force and effect as original signatures.
(m) Recording. On the Closing Date, the Parties shall record against the Ice Rink
Property, at the Purchaser's expense, a memorandum of agreement in a form mutually acceptable:
to the Parties.
(n) Force Mai eure. For the purposes of any of the provisions of this Agreement, neither
Seller nor Purchaser, nor any successor in interest, shall be considered in breach or default of its
obligations under this Agreement in the event of any delay caused by events or conditions beyond;
the reasonable control of the Party being charged with breach or default which has prevented the
Party from performing, fulfilling, or discharging its respective obligations hereunder and the
timeframes for performance of those obligations shall be extended by amount of time
commensurate with the period of delay (collectively, a "Force Majeure Event"). For the
avoidance of doubt, a Force Majeure Event includes strikes, lockouts, labor disputes, material
shortages, acts of God, epidemic, quarantine, acts of terrorism, acts of war, 'natural catastrophes,
fires and explosions; provided, however, a Force Majeure Event excludes (i) delays caused by
weather conditions, unless those conditions are unusually severe or abnormal considering the time
of year and the Property's geographic location, and (ii) financial considerations.
(o) Seller's Right of First Refusal for Use. In the event Purchaser decides to modify or
change the use of the Ice Arena Building to an alternative use, the Purchaser must provide prior
written notice to Seller detailing the new usage plans. Seiler has thirty (30) days upon receipt of
such notice to review the new usage plans and, exercising Seller's sole discretion, approve or deny
the proposed use, If Seller does not exercise its right to deny the proposed use within the thirty
(30)day period, Seller shall be deemed to have waived its right of first refusal and Purchaser shall
be free to modify the use of the Ice Arena Building, subject to compliance with the Requirements
of Law.
21
November '18, 2025
[Signature page follows]:
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year set forth below,
PURCHASER
SG Elk Grove, LLC,
An Illinois limited liability company Attest
Name: rf to ` ! S "lap",'6 a , r. Name:
Title: fAaAajer Title: }
Date: 1118'
SELLER:
Village of
an Illinois
Date.
22
Attest
F" LF, ro.,
""XMI M-�'
Exhibit A
Property's Legal Description
Parcel 1:
November 13, 2025
Lots 2, 3, and 4 in the HOME DEPOT — ELK GROVE VILLAGE RESUBDIVISION NO. 1 plat of
subdivision a resubdivision of part of Lot 16 in SUPER KMART CENTER RESUBDIVISION NO. 2, being
a subdivision in the West half of the Southwest Quarter of Section 25, Township 41 North, Range 10
East of the Third Principal Meridian, according to the plat thereof recorded January 21, 2020 as
Document No. 2002145017.
Parcel 2:
Non-exclusive easement for the benefit of Parcel 1 for ingress, egress, parking, and utilities, created
in the Declaration of Covenants, Conditions and Restrictions and Grant of Easements made by Kmart
Corporation, recorded April 15, 1993 as Document Number 93278481, as amended by first
amendment thereto recorded August 4, 1994 as Document Number 94688443, over upon and across
the "common areas" (as defined therein) and amended by second amendment recorded March 7,
2Is<10 as Document No. 00162350 and amended by third amendment thereto recorded March 8, 2004
as Document No. 0406819093 and amended by fourth amendment thereto recorded January 3, 2020
as Document No. 2000306197.
Parcel 3:
Non-exclusive easement for the benefit of Parcel 1 for ingress, egress, Parking, utility lines and
facilities, and signs as set forth in the Reciprocal Easement Agreement made by and between BLDG
Elk Grove HD LLC, a Delaware limited liability company, BLDG Elk Grove HD II LLC, a Delaware
liability company, Feiqa II/HD, LLC, a Delaware limited liability company and Court Street
Associates/HD, LLC, a Delaware limited liability company and Home Depot U.S.A., Inc., a Delaware
corporation recorded January 3, 2020, as Document Number 2000306198 upon, over and across the
common area as defined therein and as created by deed from BLDG Elk Grove HD LLC, a Delaware
limited liability company, BLDG Elk Grove HD II LLC, a Delaware liability company, Feiga II/HD, LLC,
a Delaware limited liability company and Court Street Associates/HD, LLC, a Delaware limited liability
company.
PIN Numbers:07-25-300-061-0000
07-25-300-062-0000
07-25-300-063--0000
ADDRESS: 610-620 Meacham Road, Elk Grove Village, Illinois 60007
23
November 12, 2025
Exhibit B
Permitted Exceptions
[To be attached later]
24
November 12, 2025
Exhibit C
Loan Agreement
[attached]
25
Lender: Village of Elk Grove
Principal Amount:
Date of Note: , 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _—%
Maturity Date: _ _, 20_
LLC
LOAN AGREEMENT
THIS LOAN AGREEMENT ("Agreement") is made as of the day of ,
2025, by and between the VILLAGE OF ELK GROVE VILLAGE, an Illinois municipal
corporation and home rule unit of local government, ("Lender") and SG ELK GROVE, LLC, an
Illinois limited liability company with offices located at 1001 Feehanville Drive, Mount Prospect,
Illinois ("Borrower") (collectively, the Lender and the Borrower are the "Parties").
WHEREAS, on or about 2025, the Parties entered into a Purchase, Sale,
and Redevelopment Agreement (as amended, the "RDA") to facilitate the acquisition and
development of the Premises (as defined in Section 1.14) with an ice rink, restaurant, and related
infrastructure, defined in the RDA as the "Ice Arena."
WHEREAS, in support of the Ice Arena, the RDA authorizes the Lender to provide
Borrower a Loan incentive, as defined in the RDA, in the amount of $27,000,000.00.
WHEREAS, the Parties wish to enter into this Agreement to memorialize the terms
governing the Loan Incentive.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
referenced herein, and other good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties agree as follows:
A. GENERAL DEFINITIONS
1.1 Affiliate shall mean any person which directly and/or indirectly, owns or controls
at least twenty percent (20%) of the outstanding voting securities of Borrower or any Subsidiary,
or which is controlled by or is under common control with Borrower, or any stockholders or
partners of Borrower, or any Subsidiary. For the purpose of this definition, "control" means the
possession, directly or indirectly, of the power to direct or cause the direction of management and
policies, whether through the ownership of voting securities, by contract or otherwise.
1.2 Buda shall mean the manner in which Loan proceeds will be expended on the Ice
Arena as provided in the RDA.
1.3 Collateral shall mean all property of Borrower in which Lender has been granted a
lien or security interest pursuant to the Security Documents.
1.4 Default shall mean the occurrence or existence of any one or more of the events
described in Section 6.1 of this Agreement.
margin.
1.5 Default Rate shall mean the Interest Rate plus an additional 8.0 percentage point
Page l of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note , 20T
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: _ _, 20_
LLC
1.6 Ice Arena shall be as defined in the RDA, which is to be financed in whole or in.
part by the Loan proceeds.
1.7 Interest Rate shall mean the rate of interest specified in the Note as the rate of
interest payable with respect to the outstanding principal amount of the Loan.
1.8 Loan shall mean the loan or loans made or to be made by Lender to Borrower under
this Agreement.
1.9 Loan Incentive shall be as defined in the RDA.
1.10 Loan Incentive Amount shall be $27,000,000.00.
1.11 Mortgage shall mean that Mortgage signed by the Borrower and dated
2025 concerning the Premises, including, without limitation, the Installment Note of the same
date.
1.12 Note shall mean the promissory note of even date herewith evidencing the Loan
executed by Borrower payable to the order of Lender, the form of which is attached hereto as
Exhibit A and, by this reference, made a part hereof.
1.13 Person shall mean any individual, sole proprietorship, partnership, joint venture,
trust, unincorporated organization, association, corporation, limited liability company, institution,
entity, party, or government (whether national, federal, state, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, body or department thereof).
1.14 Premises shall mean the property located at 600 Meacham Road, Elk Grove
Village, Illinois 60007, P.I.N. 07-25-300-061-0000.
1.15 RDA shall be as defined in this Agreement's recitals.
1.16 SecurityAgreement shall mean the Security Agreement dated of even date herewith
pursuant to which Borrower has granted Lender a security interest in the Collateral.
1.17 Security Documents shall mean the Security Agreement and all agreements,
instruments, documents, financing statements, warehouse receipts, bills of lading, notice of
assignment of accounts, schedules of accounts assigned, mortgages (including the Mortgage),
guarantees, personal guarantees and other written matter necessary or requested by Lender to
perfect and maintain perfected Lender's security interest in the Collateral or to secure repayment
of the Loan.
1.18 Subsidiary shall mean any corporation of which more than fifty (50%) percent of
the outstanding capital stock having ordinary voting power to elect a majority of the board of
Page 2 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: __, 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
interest Rate: _%
Maturity Date: _ __, 20_
LLC
directors of such corporation is at the time, directly or indirectly, owned by Borrower and/or one
or more Subsidiaries of Borrower.
1.19 Wage Act shall mean the Prevailing Wage Act (820 ILCS 30/0.01, et seq.), as
amended.
Any accounting terms used in this Agreement which are not specifically defined shall have the
meanings customarily given them in accordance with generally accepted accounting principles.
B. THE LOAN
2.1 Agreement to Lend. Lender agrees, on the terms and conditions set forth in this
Agreement, to lend to Borrower the sum of TWENTY SEVEN MILLION AND 00/100
($27,000,000.00) DOLLARS. The Loan shall be evidenced by the Note and shall be repayable in
accordance with the terms thereof.
2.2 Term of Loan. The Loan shall be repaid in accordance with the terms of the Note.
2.3 Borrowing Procedure. No sooner than the Borrower acquires title to the Premises
and receives a building permit from the Lender authorizing vertical construction of the Ice Arena,
the Borrower may submit a written request to draw Loan moneys owed under this Agreement.
Requests to draw Loan moneys will be governed by the provisions of RDA, including, without
limitation, RDA Section 24(C). Borrower may submit one or more draw requests; provided,
however, Borrower shall not submit a draw request sooner than 30 days after the Borrower's
preceding draw request. Lender shall disburse the amount under the draw request to Borrower in
accordance with RDA Section 24(C).
C. CONDITIONS TO LOANS
The obligation of Lender to make advances with respect to the Loan is subject to the satisfaction
of the following conditions:
3.1 Representations and Warranties. On and as of the date of each advance by Lender
with respect to the Loan is made, the representations and warranties set forth in Article D shall be
true and correct in all material respects.
3.2 No Default. On and as of the date each advance by Lender with respect to the Loan
is made, no Default shall exist and be continuing.
3.3 Evidence of Other Financing. On or prior to the date of the initial advance with
respect to Loan, the debt and equity financing of Borrower shall be in amount, form, and substance
acceptable to Lender and Lender shall have received evidence satisfactory to it that the other
financing is adequate to construct, develop and operate the Ice Arena.
Page 3 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: 20_
Villa e
$27,000,000.00
—�,
Borrower: SG Elk Grove,
Interest Rate: ____%
Maturity Date:_ 20_
LLC
3.4 Note. On or prior to the date of the initial advance with respect to the Loan, the
Note shall have been executed and delivered to Lender.
3.5 Collateral. On or prior to the date of the initial advance with respect to the Loan,
the Security Documents shall have been executed and delivered to Lender and Lender shall be
satisfied that its lien and security interests in the Collateral are perfected.
3.6 Corporate Documents. On or prior to the date of the initial advance with respect to
the Loan, Lender shall have received a certified copy of the Borrower's Articles of Organization,
By -Laws, and Operating Agreement, evidence of Borrower good standing and resolutions of the
Board of Directors, Managers, or Members of the Borrower, or the general partner, as the case
may be, authorizing the borrowing under this Agreement and such customary additional supporting
documents as Lender may request.
3.7 Legal Matters. On or prior to the date of the initial advance with respect to the
Loan, all legal matters incident to this Agreement and the transactions contemplated hereby shall
have been satisfied to the Lender's reasonable satisfaction.
D. REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that:
4.1 Corporate Existence and Power. Borrower is an Illinois limited liability company
duly formed, validly existing, and in good standing under the laws of all the jurisdictions in which
the character of the property owned or leased or the nature of the business conducted by it require,
and has all corporate powers and all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.
4.2 Corporate Authorization; Governmental Authorization. The execution, delivery
and performance by Borrower of this Agreement, the Note and the Security Documents are within
Borrower's corporate powers, have been duly authorized by all necessary corporate action, require
no action by or in respect of, or filing with, any governmental body, agency or official and do not
contravene any provision of applicable law or regulation or of the Articles of Organization, By -
Laws, or Operating Agreement of Borrower.
4.3 Binding Effect. This Agreement, the Note, and the Security Documents constitute
valid and binding agreements of Borrower.
4.4 Accuracy of Budget. The Budget is in all material respects true and accurate and
there are no omissions or other facts or circumstances which may be material to the Ice Arena.
4.5 Collateral. Borrower has good title to and ownership of the Collateral, free and
clear of all liens, claims, security interests and encumbrances with the exception of the Security
Documents.
Page 4 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _, 20_
Village
$27,OOO,000.00
Borrower: SG Elk Grove,
Interest Rate: %
Maturity Date:__, 20
LLC
4.6 Financials. The financial statements delivered to Lender pursuant to Section 5.3
fully and accurately present the financial condition of Borrower. No material adverse change in
the condition, financial or otherwise, of Borrower has occurred since the date of the financial
statements most recently delivered to Lender.
4.7 No Default. Borrower is not, and will not be as a result of the execution, delivery
and performance of this Agreement, in default in the performance, observation or fulfillment of
any covenant or obligation contained in any material agreement or other instrument to which
Borrower is a party.
4.8 Litigation. There are no actions or proceedings which are pending or, to the best
of Borrower's knowledge, threatened against Borrower or any other Person which might result in
any material adverse change in Borrower's financial condition or materially and adversely affect
Borrower's operations, its assets or the Collateral.
4.9 Taxes. Borrower has filed all federal, state and local tax returns and other reports,
or has been included in consolidated returns or reports filed by an Affiliate, which Borrower is
required by law to file and all charges that are due and payable have been paid.
4.10 Intellectual Property. Borrower has or will timely obtain appropriate licenses,
patents, patent applications, copyrights, trademarks and trade names to conduct its business, to
undertake and complete the Ice Arena and to protect its proprietary information.
4.11 Bribery, Neither Borrower nor, to the best of Borrower's knowledge, any of
Borrower's employees or contractors has been convicted of bribing or attempting to bribe an
officer or employee of the Village of Elk Grove Village, nor have the Borrower made an admission
of guilt of such conduct which is a matter of record.
4.12 Environmental Matters. The Borrower and its subsidiaries are in compliance with
all Environmental Laws and all Federal, state and local laws, rules, regulations, ordinances and
codes related to Hazardous Substances and have obtained and are in compliance with all
requirements of all permits and licenses required in connection therewith. No Hazardous
Substance or storage tank is or has been located at or under the Premises by Borrower. The
Borrower has not at any time released, transported or disposed of any Hazardous Substance. The
Borrower, none of its subsidiaries or the Premises (a) is subject to any liens, proceedings, orders
or judgments or (b) has received notice of a claim or an alleged violation from any governmental
or private party related to any Environmental Law, to the environmental condition of any Premises
or the release, or threatened release, of any Hazardous Material and, to the best of Borrower's
knowledge, none is threatened.
E. COVENANTS AND CONTINUING AGREEMENTS
Borrower agrees that so long as any amount of the Loan remains unpaid:
Page 5 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: — 20
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: %
Maturity Date: 2Q._
LLC
5..1 Development of Ice Arena. Borrower shall at all times undertake, maintain, and
operate the Ice Arena in accordance with RDA and will use all proceeds of the Loan to finance the
Ice Arena in accordance with the Budget. Borrower shall at all times comply with the terms of the
RDA and the Mortgage,
5.2 Audit. Borrower shall keep detailed records of the Ice Arena and the use of Loan
proceeds and, upon the Lender's request, provide full and complete copies of the saute to the
Lender.
5.3 Financial Statements. Borrower shall furnish to Lender financial statements of
Borrower at the end of such year complied by certified public accountants. Furthermore, Borrower
shall provide up to 4 times per calendar year upon the written request of Lender, an unaudited
financial statement of Borrower as at the end of the quarter of Borrower's fiscal year then elapsed,
certified by Borrower's principal financial officer and prepared in accordance with generally
accepted accounting principles and fairly presenting the financial position and results of all
operations of Borrower for such quarter.
5A Corporate or Partnership Existence. Borrower shall do all things necessary to
preserve and keep in full force and effect their corporate or partnership existence, as the case may
be.
5.5 Taxes, Etc. Borrower shall timely pay and discharge all taxes and governmental
charges imposed upon it and the Ice Arena and shall maintain such workmen's compensation
insurance, unemployment insurance, retirement benefits and health benefits as maybe required by
law.
5.6 Insurance. Borrower shall keep and maintain its property and the Collateral insured
for its full insurable value against loss or damage by fire, theft, explosion, sprinklers and all other
hazards and risks ordinarily insured,against by other owners or users of such properties in similar
businesses. If Borrower's property is located in an area designated as a flood hazard area,
Borrower shall maintain federal flood insurance if such coverage is available. All insurance
policies shall be in form, substance and amount satisfactory to Lender, and shall contain an
endorsement showing loss payable to Lender, as its interest shall appear. Such endorsement shall
provide that the insurance companies shalt give Lender at least 30 days prior written notice before
any such policy shall be altered or cancelled and that no act or default of Borrower or any other
person shall affect the right of Lender to recover under such policy in case of lass or damage.
Borrower hereby directs all insurers under such policies to pay all proceeds payable thereunder
directly to Lender. From and after a default, Borrower irrevocably makes, constitutes and appoints
Lender as Borrower's attorney (and agent -in -fact) for the; purpose of making, settling and adjusting
claims under such policies (provided that Lender shall consult with Borrower prior to finally
making, settling, or adjusting claims under such policies), endorsing the name of Borrower on any
cheek, draft, instrument or other item of payment for the proceeds of such policies and for making
all determinations and decisions with respect to such policies. If Borrower shall fail to obtain or
Page 6 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note-. _, 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: —%
Maturity Date: _ _, 20 _
LLC
maintain any of the policies required by this Section 5.6 or to pay any premium relating thereto,.
then Lender without waiving or releasing any obligation or default by Borrower hereunder, may
(but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay
such premium and take any other action with respect thereto which Lender deems advisable.
5.7 Maintenance of Assets. Borrower shall at all times maintain its assets and shall not
assign, sell, encumber, pledge or grant any lien or security interest in the Collateral except for sales
in the ordinary course of business and as otherwise expressly provided for in this Agreement.
5.8. No Liens, Borrower shall not, without; Lender's prior written consent, allow any
lien to be filed against the Premises, including, without limitation, mechanics liens or liens
designating the Premises, or any portion thereof, as collateral for or a pledge securing any debt
5.9Carporatc Reorganization. Borrower shall not, without Lender's prior written
consent, merge or consolidate with any Person, sell or distribute a substantial portion of its assets
or acquire capital stock or assets of any Person or cause any change in control of more than 25%
or the controlling interest of the Borrower.
5.10 Capital Stock. During any period of default under the Agreement, Borrower shall
not, without Lender's prior written consent, declare or pay any dividend or distribution on its
capital stock or redeem, retire or purchase its capital stock or make any payment or distribution on
account of its partnership interests, as the case may be, or make any material change in its capital
structure.
5.11 Interested Transactions. Borrower shall not eater into any transaction with any
Affiliate, officer, director, stockholder or partner of Borrower, as applicable, except in the ordinary
course of and pursuant to the reasonable requirements of Borrower's business and upon fair and
reasonable terms which are fully disclosed to Lender and are no less favorable to Borrower than
would obtain in a comparable arm's length transaction with a Person not an Affiliate, officer,
director stockholder or partner of Borrower, as applicable.
5.12 Loans to Certain Persons. Borrower has not made and Borrower shall not make
any loans or other advances of money (other than salary) to managers, members, officers, directors,
stockholders, partners or Affiliates of Borrower. Borrower does not owe any officer or individual
any sums in the nature of "office notes payable" and no such loans or notes are anticipated.
A 3 Compliance with Law. Borrower shall comply with all applicable local, state, and
federal ,law and regulations promulgated thereunder, including, without limitation, the Wage Act.
Borrower shall comply with all applicable laws and regulations, prohibiting discrimination on the
basis of race, sex, religion, national origin, age or handicap, including but not limited to the Illinois
Human Fights Act, as now or hereafter amended, and the Equal Employment Opportunity Clause
promulgated pursuant thereto.
Page 7 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: %
Maturity Date: _ 20�
LLC
5.14 Environmental Compliance. Borrower will cause all representations made in the
first three sentences of Section 4.12 of this Agreement to be true and correct on an ongoing basis
at all times throughout the term of this Agreement. Borrower shall promptly advise Lender in
writing of any actual or threatened action of the types described in the fourth sentence of Section
4.12.
F. DEFAULTS
6.1 Defaults. Lender may declare the Loan to be immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by
Borrower, if one or more of the following events ("Default") occurs:
(a) Borrower shall fail to pay within5 days of when due, any amount due under
the Note or other amount payable to Lender under this Agreement;
(b) Borrower shall fail to observe or perform any covenant or agreement
contained in this Agreement, including the Exhibits hereto, for 10 days after written notice thereof
has been given to Borrower by Lender;
(c) Any representation, warranty, certificate or statement made by Borrower in
this Agreement, including the Exhibits hereto, or in any certificate, report, financial statement or
other document delivered pursuant to this Agreement shall prove to have been incorrect when
made in any material respect;
(d) Default shall occur with respect to any indebtedness of Borrower for
borrowed money or with respect to any material agreement or instrument to which Borrower is a
party, and such failure will have a material adverse effect upon the Borrower or Borrower's ability
to fulfill its obligations under this Agreement;
(e) Borrower shall fail to observe or perform any covenant or agreement
contained in any Security Document or default shall occur under any Security Document;
(f) Borrower shall fail to observe or perform any covenant or agreement
contained in the RDA or default shall occur under the RDA;
(g) Borrower shall fail to observe or perform any covenant or agreement
contained in the Mortgage or default shall occur under the Mortgage;
(h) Borrower shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy,
insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any substantial part of its property,
or shall consent to any such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it, or shall make a general
Page 8 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ _, 20_
Village
$27,000,000.00
_
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: _ 20
LLC
assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due,
or shall take any corporate action to authorize any of the foregoing;
(i) An involuntary case or other proceeding shall be commenced against
Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of
its property, and such involuntary case or other proceedings shall remain undismissed and unstayed
for a period of 60 days; or an order for relief shall be entered against Borrower under the federal
bankruptcy laws as now or hereafter in effect;
(i) There shall be entered against Borrower one or more judgments or decrees
in excess of $10,000 in the aggregate at any time outstanding, excluding judgments or decrees
which have been vacated discharged, stayed or bonded pending appeal within 30 days from entry
thereof and judgments to the extent covered by insurance; or
0) Borrower ceases the conduct of active trade or business in the Village of
Elk Grove Village for any reason, except as allowed under the RDA.
(k) If Borrower sells the Premises or any part thereof or conveys any ownership
interest in the Premises to any entity other than the Borrower.
6.2 Remedies with Respect to Collateral. if Default shall have occurred, Lender shall
have such rights with respect to the Collateral as are specified in the Security Documents.
6.3 Interest Upon Default. During such period as Default shall have occurred and be
continuing, interest on the Loan shall accrue and be payable at Default Rate.
6.4 Environmental Inspections. Upon the occurrence of any Default or any event
which, with notice or the passage of time, or both, would constitute a Default, Lender, its agents
and independent professional consultants retained by Lender shall have the right at Borrower's
cost and expense to enter any Premises for the purpose of investigating compliance with
Environmental Laws and the presence of Hazardous Substances and to take remedial action with
respect to the same.
G. MISCELLANEOUS
7.1 Notices. Notice required hereunder shall be in writing and shall be deemed to have
been validly served, given or delivered upon personal delivery or deposit in the United States mail,
by certified mail, return receipt requested, or national overnight carrier, at the address set forth on
the signature page hereof or to such other address as each party may specify for itself by providing
notice in accordance with this Section.
Page 9 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: , 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: _ 20_
LLC
7.2 General Indemnification. Borrower shall fully and completely indemnify, defend
and hold harmless Lender, its elected and appointed officials, officers, directors, employees,
contractors, and agents against any liability, judgment, loss, cost, claim, investigation, damage,
(including consequential damage) or expense (including attorneys' fees and disbursement,
settlement costs, consultant fees, investigation and laboratory fees) to which any of them may
become subject insofar as they may arise out of or are based upon (a) this Agreement, any
agreement or document executed by Borrower or Lender as a part of the transaction described
herein, or Borrower's use of the proceeds of the Loan, (b) any violation or claim of violation of
any Environmental Laws with respect to any Premises, injury to any person or property as a result
of the violation or claim of violation of any Environmental Law, or any governmental or judicial
claim, ordinance or judgment with respect to the clean up of Hazardous Substances or with respect
to any Premises, (c) the presence of Hazardous Substances on or under any Premises (including
the improvements), (d) any cost, claim, liability or damage arising in connection with any
remediation of Premises required by any government authority regarding the presence of
Hazardous Substances on the Premises or the subsurface thereof or the release, threatened release,
escape, seepage, leakage, discharge or migration of any Hazardous Substances, or (e) any actions
or claims arising from or related to the Wage Act.
7.3 Wage Act. Borrower understands and acknowledges that all contracts utilizing
proceeds from the Loan for performing work on the Ice Arena shall be subject to the Wage Act.
The Borrower covenants and agrees to comply, and to contractually obligate and cause its
construction manager, any general contractor, each subcontractor or other applicable entity or
person to comply with the applicable requirements of the Wage Act. All contracts subject to the
Wage Act shall list the specified rates to be paid to all laborers, workers and mechanics for each
craft or type of worker or mechanic employed pursuant to such contract. If the prevailing wage
rates are revised, the revised rates shall apply to all such contracts. Upon Lender's request, the
Borrower shall provide the Lender with copies of all such contracts entered into by the Borrower
or others to evidence compliance with this Section and all other records required by the Wage
Act. The Borrower together with its contractors, subcontractors, agents, employees and others
may be obligated to provide such documents, information and certifications, including appropriate
payroll certifications, as are necessary to comply with the Wage Act. The Borrower will maintain
segregated accounting records detailing expenses incurred and paid for with public and private
funds.
7.4 Right of inspection: Reporting. Lender shall have the right of access, at all
reasonable hours, to the Premises, and Borrower's books and records for purposes of inspection
of the Collateral and determining compliance with this Agreement. in addition to the reporting
specifically required hereunder, Borrower shall furnish to Lender such normal and customary
information with respect to the Ice Arena as Lender may reasonably request with respect to this
Agreement or the Ice Arena.
7.5 Expenses. Borrower shall pay on demand all out-of-pocket expenses incurred by
Lender in connection with the perfection of Lender's rights in the Collateral (including recording
and filing fees, UCC Tien searches, mortgage taxes, title insurance and survey costs and
Page 10 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: ! ^, 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: %
Maturity Date: — 20____
LLC
documentary stamp and other taxes) and the enforcement of the rights of Lender in connection
with this Agreement or with the borrowings hereunder.
7.6 Survival. All covenants, agreements, representations and warranties made herein
and in the certificates delivered pursuant hereto shall survive the making of the Loan herein
contemplated and shall continue in full force and effect so long as any portion of the Loan shall be
outstanding and unpaid.
7.7 No Waivers. No failure or delay by Lender in exercising any right, power or
privilege hereunder or under any Security Document shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right power or privilege. The rights and remedies herein provided shall be cumulative
and not exclusive of any right, or remedies provided by law, equity, or contract.
7.8 Severability. Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law but if any provision
shall be invalid under applicable law, such provision shall be ineffective to the extent of such
invalidity without invalidating the remaining provisions of this Agreement.
7.9 Integration. This Agreement represents the full and complete agreement between
the Parties with respect to the matters addressed herein and there are no oral agreements or
understandings between the Parties.
7.10 Illinois Law. This Agreement shall be construed in accordance with and governed
by the law of the State of Illinois. Venue for any dispute relating to this Agreement shall be in the
Cook County Circuit Court, Cook County, Illinois.
7.11 Counterparts: Effectiveness. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the main effect as if the signatures thereto
and hereto were upon the same instrument.
7.12 Amendments. No modification of or waiver of any provision of this Agreement,
the Note or any of the Security Documents shall be effective unless the same shall be in writing
and signed by the Parties hereto.
7.13 Bid Rigging or Bid Rotating. The Borrower certifies that it has not been barred
from on or receiving State contracts as a result of a violation of Section 33E-3 or 33E4 of the
Criminal Code of 1961 (bid rigging or bid rotating, respectively), as amended.
7.14 Bribery Clause. The Borrower certifies that it is not barred from being awarded
contract or subcontract under Section 50.5 of the Illinois Procurement Code (30 ILCS 500).
7.15 _Borrower Federal Taxpayer Identification Number and Legal Status Disclosure.
Under penalties of perjury, the undersigned certifies that it has provided Lender with its correct
Page I I of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ _, 20_
Village
$27 0009000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: — _, 20_
LLC
Federal Taxpayer Identification Number. The organization does business as a limited liability
company organized and operating pursuant to and in accordance with Illinois law.
[Signature page follows]
Page 12 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: %
Maturity Date: _ , 20____
LLC
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the day and year first above written.
ATTEST:
Village Clerk
SG ELK GROVE, LLC,
an Illinois limited liability company
Name
Title:
Address: 1001 Feehanville Drive
Mount Prospect, IL 60056
VILLAGE OF ELK GROVE VILLAGE,
an Illinois municipal corporation
am
Mayor
Address: 901 Wellington Avenue
Elk Grove Village, IL 60007
Page 13 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: %
Maturity Date: 20_
LLC
EXHIBIT A TO LOAN AGREEMENT
PROMISSORY NOTE
Page 14 of 26
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ 20_
Village
$27,000,000.00
Borrower: SG Elk Grove.
Interest Rate:%
Maturity Date: 20_
LLC
PROMISSORY NOTE
Borrower: SG Elk Grove, LLC
1001 Feehanville Drive
Mount Prospect, IL 60056
Principal Amount: $27,000,000.00
Date of Note: _, 20_
Lender: Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, IL 60007
Interest Rate: %
Maturity Date: _, 20_
PROMISE TO PAY. For value received, SG ELK GROVE, LLC, an Illinois limited liability
company with offices located at 1001 Feehanville Drive, Mount Prospect, Illinois ("Borrower")
promises to pay to Village of Elk Grove Village, an Illinois municipal corporation ("Lender"), or
order, in lawful money of the United States of America, the principal amount of TWENTY
SEVEN MILLION AND 00/100 ($27,000,000.00) Dollars, together with interest on the unpaid
principal balance from _, 20, until paid in full.
PAYMENT. Borrower will pay this loan in accordance with the Payment schedule attached
hereto as Schedule A, which calculates interest on the unpaid principal balance using the
interest rates described above due on or prior to the 15t day of each month and assumes that all
payments will be made exactly as scheduled; the actual final payment will be for all principal
and accrued interest not yet paid, together with any other unpaid amounts under this Note.
Unless otherwise agreed or required by applicable law, payments will be applied first to any
accrued unpaid interest; then to principal; and then to any late charges. Borrower will pay
Lender at Lender's address shown above or at such other place as Lender may designate in
writing.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier
than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments under the payment schedule described in
Schedule A. Rather, early payments will reduce the principal balance due and may result in
Borrower making fewer payments. Borrower agrees not to send Lender payments marked "paid in
full," "without recourse," or similar language, the Borrower and Lender agreeing that such
endorsements shall have no force or effect. If Borrower sends such a payment, Lender may accept
it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay
any further amount owed to Lender. All written communications concerning disputed amounts,
including any check or other payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions or limitations or as
full satisfaction of disputed amount must be mailed or delivered to: Village of Elk Grove Village,
Attn: Village Manager, 901 Wellington Ave, Elk Grove Village, Illinois 60007
PURPOSE. The purpose of the loan is to undertake and complete the Ice Arena, as defined in the
Loan Agreement. The proceeds of the loan shall be used exclusively to provide funds for the Ice
Arena, as defined in the Loan Agreement.
Lender: Village of Elk Grove
Principal Amount:
Date of Note: , 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: _ _, 20_
LLC
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 6.0% of the
unpaid portion of the regularly scheduled payment or $5,000.00, whichever is greater.
INTEREST AFTER DEFAULT. Upon an Event of Default, including failure to pay upon final
maturity, the Interest Rate on this Note shall be increased by adding an additional 8.0 percentage
point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each
succeeding interest rate change that would have applied had there been no default. After maturity,
or after this Note would have matured had there been no default, the Default Rate Margin will
continue to apply to the final interest rate described in this Note. However, in no event will the
interest rate exceed the maximum interest rate limitations under applicable law.
DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under
this Note:
■ Payment Default. Borrower fails to make any payment within 5 days of when due under
this Note.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Note, the Loan Agreement, any Security
Documents, the RDA (as defined in the Loan Agreement), the Mortgage (as defined in the
Loan Agreement), or in any of the related documents, or to comply with or to perform any
term, obligation, covenant or condition contained in any other agreement between Lender
and Borrower, for 10 days after written notice thereof has been given to Borrower by
Lender, unless a shorter period of time is provided in the document that provides the basis
for the default.
■ Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in favor of any
other creditor or person that materially adversely affects any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations under this Note or
any of the related documents.
■ False Statements. Any warranty, representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter in any material respect.
■ Insolvency. The dissolution or termination of Borrower's existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower's property,
any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against
Borrower.
■ Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any other method,
Lender: Village of Elk Grove
Principal Amount: Date of Note: _ _, 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
interest Rate: %
Maturity Date: — _, 20_
LLC
by any creditor of Borrower or by any governmental agency against any collateral securing
the loan. This includes a garnishment of any of Borrower's accounts, including deposit
accounts. However, this Event of Default shall not apply if there is a good faith dispute by
Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or
forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.
■ Change In Ownership/Control. Any change in ownership of twenty-five percent (25%) or
more of the common stock or controlling interest of Borrower.
Adverse Change. A material adverse change occurs in Borrower's financial condition,
which causes payment or performance of this Note to be impaired. An adverse change
includes but is not limited to any of the following events:
(i) There shall be entered against Borrower one or more judgments or decrees
in excess of $10,000 in the aggregate at any time outstanding, excluding judgments or
decrees which have been vacated, discharged, stayed or bonded pending appeal within 30
days from entry thereof and judgments to the extent covered by insurance; or
(ii) Borrower ceases the conduct of active trade or business in the Village of
Elk Grove Village community for any reason, including, but not limited to fire or other
casualty, except as allowed under the RDA (as defined in the Loan Agreement).
■ Sale of Premises. If Borrower sells the Premises (as defined in the Loan Agreement) or
any part thereof or conveys any ownership interest in the Premises to any entity other than
the Borrower.
LENDER'S RIGHTS. Upon an Event of Default, and without limiting any remedies available to
the Lender at law, in equity, or in contract, Lender may declare the entire unpaid principal balance
under this Note and all accrued unpaid interest immediately due, and then Borrower will
immediately pay that amount. Upon an Event of Default, Lender shall also have such rights against
the Collateral as described in the Security Agreement.
ATTORNEYS' FEES; EXPENSES. Following an Event of Default, Lender may hire or pay
someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender the
costs of collection. This includes, subject to any limits under applicable law, Lender's reasonable
attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable
attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will
pay any court costs, in addition to all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: _ 20_
LL+C
GOVERNING LAW. This Note will be governed by the laws of the State of Illinois without regard
to its conflicts of law provisions. This Note has been accepted by Lender in the State of Illinois.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to
the jurisdiction of the Cook County Circuit Court, Cook County, Illinois.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $250.00 if Borrower makes a
payment on. Borrower's loan and the check or preauthorized charge with which Borrower pays is
later dishonored.
COLLATERAL. This loan maybe secured by UCC Financing Statements applicable to all fixtures
and personal property listed on Schedule B attached to this Promissory Note, subject to any lien
of a third party lender possessing higher priority. On or prior to the date of initial advance with
respect to the loan, the Security Documents shall have been executed and delivered to Lender and
Lender shall be satisfied that its lien and security interests in the Collateral are perfected.
COUNTERPARTS; SIGNATURES. This document may be executed in any number of
counterparts and by different parties to this document on separate counterparts, each of which,
when so executed, shall be deemed an original, but all such counterparts shall constitute one and
the same agreement. Any signature delivered by a party by facsimile or e-mail transmission shall
be deemed to be an original signature hereto.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon
Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of
Lender and its successors and assigns. Borrower may not assign, transfer, pledge, or convey this
Note without the prior written consent of the Lender.
AMENDMENT. This note may only be amended by written agreement executed by the Borrower
and Lender.
DEFINED TERMS. Each capitalized tern used herein shall have the meaning assigned in the
Loan Agreement unless otherwise defined herein.
GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the
rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note
without losing or altering them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, protest, demand for payment, and
notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly
stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation
maker or endorser, shall be released from liability. All such parties agree that Lender may renew
or extend (repeatedly and for any length of time) this loan or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and
take any other action deemed necessary by Lender without the consent of or notice to anyone. The
obligations under this Note are joint and several.
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ _, 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: —_, 20_
LLC
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
PROMISSORY NOTE.
Borrower: SG Elk Grove, LLC Lender: Village of Elk Grove Village
IM
Mayor
Its: Manager
By:
Village Clerk
Name:
Its:
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _, 20_
Villa e
$27 000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: _ 20�
LLC
SCHEDULE A to PROMISSORY NOTE
LOAN AMORTIZATION SCHEDULE
610 Meacham Rd (Elk Grove ice)
Exhibit A - Loan Repayment Schedule
Principal Balance
Payment Year Annual Payment
1
$800,000
2
$800,000
3
$800,000
4
$800,000
5
$800,000
6
$1,000,000
7
$1,000,000
8
$1,000,000
9
$1,000,000
10
S 1,000,000
i 1
$1,100,000
12
$1,100,000
13
$1,100,000
14
$1,100,000
15
$1,100,000
16
$1,200,000
17
$1,200,000
18
$1,200,000
19
$1,200,000
20
$1,200,000
Balance Due $6,500,000
*Payments will be equal semi-annual installments
$27,000,000
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ _, 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: __, 20_
LLC
SCHEDULE B to PROMISSORY NOTE
COLLATERAL SECURITY AGREEMENT
This Security Agreement between the Village of Elk Grove Village, Illinois, an Illinois
municipal corporation ("Lender") and SG Elk Grove, LLC, an Illinois limited liability company
with offices located at 1001 Feehanville Drive, Mount Prospect, Illinois ("Borrower") is dated as
of 2025.
Lender and Borrower have entered into a Loan Agreement dated as of _, 2025
("Loan Agreement"). Each capitalized term used herein shall have the meaning assigned in the
Loan Agreement unless otherwise defined herein.
(1) To secure the Loan (as defined in the Loan Agreement) and all of the Borrower's
other payment and performance obligations under the Loan Agreement, Borrower hereby grants
to Lender a continuing security interest in and to all of the property and interests in property of
Borrower identified below by a marking in the space applicable thereto, whether such property is
now owned or existing or hereafter acquired or arising and wheresoever located (hereinafter
termed the "Collateral"):
X (i) All accounts, contract rights, chattel paper, instruments and documents;
X (ii) The equipment, machinery, and fixtures, together with and all accessories,
parts and appurtenances thereto, substitutions therefor and replacements thereof as listed below:
MACHINERY AND EQUIPMENT:
See Attached Schedule of Equipment, Machinery and Fixtures, Exhibit A
MACHINERY AND EQUIPMENT TOTAL
X (iii) All inventory, goods, merchandise and other personal property,
including without limitation, goods in transit, wheresoever located which are or may at any time
be held for sale or lease, furnished under any contract of service or held as raw materials, work in
process, supplies or materials used or consumed in Borrower's business;
X (iv) All insurance Proceeds relating to any of the foregoing:
X (v) All books and records relating to any of the foregoing; and
X (vi) All accessions and additions to, substitutions for, and replacements,
products and proceeds of any of the foregoing.
(2) Borrower shall make appropriate entries on its financial statements and books and
records disclosing Lender's security interest in the Collateral.
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _____, 20
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: _ __, 20�
LLC
(3) At Lender's request, Borrower shall execute and/or deliver to Lender, at any time
or times hereafter, all Security Documents that Lender may reasonably request, in form and
substance acceptable to Lender and pay the costs of any recording or filing of the same. Upon the
occurrence of Default, Borrower hereby irrevocably makes, constitutes and appoints Lender (and'
all Persons designated by Lender for that purpose) as Borrower's true and lawful attorney (and
agent -in -fact) to sign the name of Borrower on any of the Security Documents and to deliver any
of the Security Documents to such Persons as Lender, in its sole discretion, may elect. Borrower
agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement
or of a financing statement is sufficient as a financing statement.
(4) Lender (by any of its officers, employees and/or agents) shall have the right, atany
time or times during Borrower's usual business hours, without prior notice, to inspect the
Collateral, all records related thereto (and to make extracts or copies from such records) ,and the
premises upon which any of the Collateral is located, to discuss Borrower's affairs and finances
with any Person and to verify the amount, quality, quantity, value and condition of, or any other
matter relating to, the Collateral.
(5) Borrower's chief executive office, principal place of business and all other officers
and locations of the Collateral and books and records related thereto (including, without limitation,
computer programs, printouts and other computer materials and records concerning the Collateral)
are set forth on Exhibit B attached hereto and made a part hereof. Borrower shall not remove its
books and records or the Collateral from any such locations (except for removal of Inventory upon
its sale) and shall not open any new offices or relocate any of its books and records or the Collateral
except within the State of Illinois with at least thirty (30) days prior written notice thereof to
Lender.
(b) Borrower shall at all times keep the Collateral in good repair.
(7) Borrower shall not sell or dispose of any Collateral except for sales of inventory in
the ordinary course of its business.
(8) Borrower has not, during the preceding five years, been known as or used any other
corporate or fictitious name. Borrower will not in the future change its name or use any other
corporate or fictitious name without providing at least thirty (30) days prior written notice thereof
to Lender.
(9) Upon and after the occurrence of a Default, Lender shall have the following rights
and remedies:
(i) All of the rights and remedies of a secured party under the Uniform Commercial
Code or other applicable law, all of which rights and remedies shall be cumulative, and none
exclusive, to the extent permitted by law, in addition to any other rights and remedies contained in
the Loan Agreement or in this Security Agreement;
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ _, 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: _ _, 20_
LLC
(ii) The right to (a) enter upon the premises of Borrower or any other place or places
where the Collateral is located and kept, without any obligations to pay rent to Borrower, through
self-help and without judicial process or first obtaining a'final judgment or giving Borrower notice-
and opportunity for a hearing on the validity of Lender's claim, and remove the Collateral from
such premises and place to the premises of Lender or any agent of Lender, for such time a Lender
may require to collect or liquidate the Collateral, and/or (b) require Borrower to deliver the
Collateral to Lender at a place to be designated by Lender;
(iii) The right to (a) notify account debtors that accounts receivable have been assigned
to Lender and that Lender has a security interest therein and (b) direct such account debtors to
make all payments due from them to Borrower upon the accounts receivable directly to Lender or
to a lock box designated by Lender. Lender shall promptly furnish Borrower with a copy of any
such notice which, in Lender's sole discretion, may be sent on Borrower's stationery, ;in which
event, Borrower shall co-sign such notice with Lender.
(iv) The right to sell or to otherwise dispose of all or any Collateral in its then condition,
or after any further manufacturing or processing thereof, at public or private sale or sales, with
such notice as provided in Section (10) below, in lots or in bulk for cash or any credit, all as Lender,
in its sole discretion, may deem advisable. At any such sale or sales of the Collateral, the Collateral
need not be in view of those present attending the sale, nor at the same location at which the sale
is being conducted. Lender shall have the right to conduct such sales on Borrower's premises or
elsewhere and shall have the right to use Borrower's premises without charge for such sales (or
such time or times as Lender may see fit). Lender is hereby granted a license or other right to use,
without charge, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets,
trade names, trademark, and advertising matter, or any property of a similar advertising matter, or
any property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling
any Collateral and Borrower's rights under all Iicenses and all franchise agreements shall inure to
Lender's benefit. Lender may purchase all or any part of the Collateral at public or, if permitted'
by law, private sale and in lieu of actual payment of such purchase price, may setoff the amount.
of such price against the Loan.
(10) Any notice required to be given by Lender of a sale, lease, other disposition of the
Collateral or any other intended action by Lender, which is deposited in the United States mail,
registered mail return receipt requested, duly addressed to Borrower, at the address set forth in the
Loan Agreement, ten (10) days prior to such proposed action shall constitute commercially
reasonable and fair notice thereof to Borrower.
[Signature page follows]
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _ , 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: %
Maturity Date: _ _, 20_
LLC
IN WITNESS WHEREOF, Borrower and Lender have caused this Security Agreement to be
executed as of the day and year first above written.
VILLAGE OF ELK GROVE VILLAGE
BY: _
Mayor
Date:
Address: 901 Wellington Avenue
Elk Grove Village, IL 60007
Attest:
Village Clerk
SG ELK GROVE, LLC
BY: _
Name:
Title:
BY: _
Name:
Title:
Date:
Address:
Lender: Village of Elk Grove
Principal Amount:
Date of Note: __, 20_
Village
$27,000,000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date: __ _, 20_
LLC
Exhibit A to Collateral Security Agreement
Schedule of Equipment, Machinery and Fixtures
- All movable furniture, fixtures, personal property, and equipment used in connection with
the operation of the Ice Arena on the Premises.
Lender: Village of Elk Grove
Principal Amount:
Date of Note: _, 20_
Village
$27,000000.00
Borrower: SG Elk Grove,
Interest Rate: _%
Maturity Date:_ _, 20_
LLC
Exhibit B to Collateral Security Agreement
Location of Collateral
600 Meacham Road
Elk Grove Village, Illinois 60007
November 13, 2025
Exhibit D
Budget
New Elk Grove Ice Arena Final Project Budget
Item
Description of Work
Contractor/Entity
Scheduled Value
1
Building Demo/Excavation/Earthwork
Albrecht Enterprises
$533,000.00
2
Site Utilities
A.J. Oleson
$750,000.00
3
Storm Trap Systems -Material
StormTrap, LLC
$350,452.00
4
Spoil Removal
Nicholas & Associates
$150,000.00
5
Asphalt Paving
Glander Paving
$425,000.00
6
Landscaping
Sebert Landscaping
$80,000.00
7
Site/Building Concrete
Eagle Concrete
$1,518,300.00
8
Precast Concrete
Wells Concrete
$3,000,000.00
9
Masonry
JAC Masonry
$585,000.00
10
Structural Steel & Misc. Metals
M&I Steel
$1,750,000.00
11
Roofing and Terrace System
Crowther Roofing
$975,000.00
12
ACM Panels
All American Exterior
$215,000.00
13
Carpentry
Nicholas & Associates
$160,000.00
14
General Construction
Nicholas & Associates
$450,000.00
15
Dywall/Metal Stud/Insulation
Nicholas & Associates
$285,000.00
16
Painting
May Decorating
$590,000.00
17
Doors/Frames/Hardware - Furnish
Architectural Door Solutions
$565,000.00
18
Overhead Doors
Pro -Line Door Systems
$85,000.00
19
Aluminum Systems & Glazing
Madden Glass
$600,000.00
20
Flooring - Rubber/Carpet/Base
ABM Flooring
$158,000.00
21
Epoxy Flooring/Polished Concrete
Artlow
$95,000.00
22
Signage
Nicholas & Associates
$105,000.00
23
Elevator
Schindler Elevator
$88,800.00
24
Fire Protection
Nelson Fire Protection
$273,900.00
25
Plumbing
Ewing Doherty
$1,150,000.00
26
HVAC - Building
Admiral Heating
$3,067,000.00
27
HVAC - Ice Plant/Refrigeration
Helm Mechanical
$3,150,000.00
28
Electrical
Carey Electric
$2,070,000.00
29
Land
SG Elk Grove, LLC
$4,500,000.00
30
Home Depot Exterior Wall
Nicholas & Associates
$525,000.00
31
Rink Specialties Installation
Nicholas & Associates
$250,000.00
32
Spectate Group Components
Spectate Group, LLC
$1,286,500.00
33
G + O Components
Gold + Oak, LLC
$165,000.00
34
Audio/Visual/Security Allowance
Nicholas & Associates
$250,000.00
35
A & E Fees
Nicholas & Associates
$1,250,000.00
36
General Conditions
Nicholas & Associates
$907,000.00
37
General Liability & BR Insurance
Nicholas & Associates
$175,000.00
1381
Total
1
$32,532,952.00
26
The undersigned
oath states as follows:
November 13, 2025
Exhibit E
Certificate of Reimbursable Cost
[name], being first duly sworn, on,
1. I am the [title] of SG Elk Grove,, L,LG
("Developer") and I am authorized by the Developer to make the following representations on
behalf ofthe Developer to the Village of Elk Grove Village ("Vlllage") for the purpose of inducing
the Village to make certain payments to Developer, as hereafter set forth.
2. 1 hereby certify that the costs set forth on Schedule A hereto have been incurred by
Developer in connection with Developer's performance of its obligations under the Purchase, Sale,
and Redevelopment Agreement between the Village and the Developer concerning dated
November , 2025, including all exhibits C "A"), and that such costs are eligible for payment
pursuant to the terms of the RDA.
3. I hereby certify that: (i) the Developer has reviewed all costs for which payment is
sought; (ii) the Developer has reviewed the RDA and understands what costs are eligible for
reimbursement; and (iii) the Developer has determined, with the assistance of its counsel, that all
costs for which payment is sought are eligible for reimbursement under the RDA.
4. I hereby certify the Developer has neither previously requested nor received
payment from the Village for any of the costs Developer now seeks reimbursement for.
5. 1 hereby certify that all statements and representations made by the Developer
within the RDA are accurate and correct, and hereby restate all of the same as of the date of this
Certificate of Reimbursable Project Cost.
6. 1 hereby certify that the Developer is in full compliance with the RDA.
27
November 13, 2025
7.. I hereby certify that the information provided in and accompanying this Certificate
is complete and accurate.
Dated , 20_ SG Elk Grove, LLC, an Illinois limited liability
company
Subscribed and sworn to before me
this day of 920
Notary Public
Name:
Title:
28
November 13, 2025'
Schedule A
■ Itemized expenditures
■ Identification of relationship of each expenditure to development project
■ Evidence of payment
■ Lien waivers
■ Amount of this payment request
■ Total payments received to date
4822-5169-2663,v. I
29