HomeMy WebLinkAboutRESOLUTION - 26-26 - 4/14/2026 - Purchase and Sale Agreement 1000 Busee RoadRESOLUTION NO. 26-26
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE
VILLAGE AND CENTRIC HOSPITALITY, LLC (1000 BUSSE ROAD)
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the
Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows:
Section 1: That the Mayor be and is hereby authorized to sign the attached documents
marked:
PURCHASE AND SALE 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 documents upon the signature of the Mayor.
Section 2: That this Resolution shall be in full force and effect from and after its passage
and approval according to law.
VOTE: AYES: 5 NAYS: 0 ABSENT: 1
PASSED this 14t' day of March 2026
APPROVED this 14th day of March 2026
OVED:
Mayor Craig B. J
Village of Elk Gri
ATTEST:
nn' r ahon, Village Clerk
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PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered
into as of the IJday of April, 2026 ("Effective Date"), by and between VILLAGE OF
ELK GROVE VILLAGE, an Illinois home rule municipal corporation, with offices
located at 901 Wellington Avenue, Elk Grove Village, Illinois ("Buyer"), and CENTRIC
HOSPITALITY, LLC, an Illinois limited liability company, with its main office located
at 1000 Busse Road, Elk Grove Village, IL 60007 ("Seller"). Buyer and Seller are
sometimes referred to individually as a "Party" and collectively as the "Parties".
RECITALS
WHEREAS, the Seller owns that certain parcel of real property consisting of
approximately 4.25 acres, commonly known as 1000 Busse Road, Elk Grove Village,
Illinois, 60007, legally described in Exhibit A ("Seller's Land"); and
WHEREAS, Seller further owns the real property and improvements located at
1000 Busse Road, Elk Grove Village, IL 60007, including a hotel structure, infrastructure,
parking lots, and related appurtenances (collectively, the "Property"); and
WHEREAS, Buyer has determined that acquisition of the Property is necessary to
advance its redevelopment plan pursuant to the Illinois Tax Increment Allocation
Redevelopment Act, 65 ILCS 5/11-74.4-1 et seq. (the "TIF Act") and other applicable law;
and
WHEREAS, The Property is currently in a state of disrepair, has been placarded
by the Village, and has had its water service disconnected, contributing to blighted
conditions within the redevelopment area; and
WHEREAS, Seller agrees to sell the Property in its AS -IS, WHERE -IS condition,
with all faults, subject only to the representations expressly set forth herein; and
WHEREAS, The Parties desire to set forth their agreements in this written
instrument;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows
AGREEMENT
In consideration of the recitals, covenants, and agreements contained herein, the
Parties agree as follows:
(a) All Recitals and Exhibits are incorporated into and made a part of this Agreement.
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(b) Seller agrees to convey and Buyer agrees to purchase the Property together with all
personal property owned by Seller and located thereon as of the Closing Date.
(c) Buyer acknowledges the purchase is being made in an "AS -IS, WHERE -IS" condition,
with all faults, subject only to Seller's express representations and warranties stated herein.
1. PURCHASE PRICE
(a) The total purchase price is ELEVEN MILLION THREE HUNDRED
THOUSAND DOLLARS ($11,300,000.00) (the "Purchase Price").
(b) The Purchase Price shall be paid in cash at Closing, subject to prorations and
credits provided for herein. Buyer represents that this is a cash transaction and that no
third -party financing will be used.
2. EARNEST MONEY
(a) Within five (5) business days after the Effective Date, Buyer shall deposit
Twenty -Five Thousand and No/100 Dollars ($25,000.00) (the "Earnest Money") with
Chicago Title Insurance Company (the "Title Company") to be held in a
non -interest -bearing escrow under a strict joint order in a form mutually acceptable to the
Parties. The Earnest Money shall be applied to the Purchase Price at Closing.
(b) Except as otherwise expressly provided herein, the Earnest Money shall be
non-refundable.
3. CLOSING
The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall
occur no later than fifteen (15) days after expiration of the Due Diligence Period, unless
extended by mutual written agreement of the Parties. The Closing shall be conducted as a
New York -style escrow closing at the offices of the Title Company, with delivery of
documents in escrow and concurrent exchange of the Purchase Price and title documents.
4. DUE DILIGENCE AND INSPECTION RIGHTS
(a) Due Diligence Period. Buyer shall have thirty (30) calendar days from the
Effective Date (the "Due Diligence Period") to conduct any and all inspections, tests,
studies, analyses, surveys, and evaluations Buyer deems necessary or desirable, including,
without limitation: (i) property condition assessments; (ii) environmental assessments
(including Phase I and, at Buyer's election, Phase 11); (iii) confirmations relating to TIF
funding and eligibility; (iv) demolition scoping, permitting, and cost analysis; and (v)
review of all contracts, leases, and operational documents affecting the Property.
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(b) Access. During the Due Diligence Period, Seller shall provide Buyer and its
representatives with reasonable access to the Property during normal business hours upon
twenty-four (24) hours' prior notice for purposes of conducting Due Diligence activities.
(c) Seller Deliveries. Within five (5) business days after the Effective Date, Seller
shall deliver to Buyer copies of all documents in Seller's possession or control relating to
the Property, including: (i) all environmental reports and studies; (ii) all surveys, title
policies, and title reports; (iii) all engineering reports, building plans, and specifications;
(iv) a complete list of all UCC claims, liens, encumbrances, judgments, and other title
matters affecting the Property; (v) all notices of violation from any governmental authority;
(vi) All utility statements and invoices for the past year, including, without limitation,
invoices related to electricity, gas, water, and wastewater; (vii) any Tenant lease,
occupancy agreement, license, or similar arrangement; (viii) all assignable service,
maintenance, and operating contracts and equipment leases; (ix) all utility statements for
the prior twelve (12) months; (x) insurance loss -runs for the prior two (2) years; and (xi)
any additional documents reasonably requested by Buyer.
(d) Updates. Seller shall promptly disclose to Buyer any additional UCC claims,
liens, encumbrances, or other title matters discovered during the Due Diligence Period
including but not limited to: mechanic liens, judgment liens, tax liens, equipment financing
liens, telecom or rooftop license agreements, third -parry possessory rights, easements,
licenses, occupancy rights.
(e) Buyer's Discretionary Termination. Buyer may, in Buyer's sole and absolute
discretion, terminate this Agreement for any reason or no reason by written notice to Seller
at or before 5:00 p.m. CST on the last day of the Due Diligence Period. Upon such
termination, the Earnest Money shall be promptly returned to Buyer, and the Parties shall
have no further obligations except those expressly stated to survive termination.
(f) Insurance for Entry. Prior to entering the Property, Buyer shall deliver to Seller
a certificate evidencing commercial general liability insurance with limits of not less than
One Million and No/100 Dollars ($1,000,000.00) per occurrence, naming Seller as an
additional insured. Buyer shall repair any physical damage to the Property caused by
Buyer's on -site due diligence activities (excluding discovery of pre-existing conditions).
5. UCC CLAIMS, LIENS, AND ENCUMBRANCES
Seller shall, at Seller's sole cost and expense, remove, resolve, and discharge all
UCC claims, liens, encumbrances, and title defects affecting the Property prior to Closing,
except for those specifically accepted by Buyer in writing. Seller shall indemnify, defend,
and hold Buyer harmless from and against any and all claims, damages, losses, liabilities,
costs, and expenses (including reasonable attorneys' fees) arising from or related to any
undisclosed or unremoved UCC claim, lien, or encumbrance. The obligations in this
Section 7 shall survive Closing.
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6. TITLE AND SURVEY
(a) Title Commitment. Within five (5) business days after the Effective Date, Seller
shall provide Buyer, at Seller's expense, a title insurance commitment issued by the Title
Company (the "Title Commitment"), together with copies of all recorded documents
referenced therein.
(b) Survey. Within ten (10) business days after the Effective Date, Seller shall
provide Buyer, at Seller's expense, an updated or new survey (the "Survey") dated within
90 days of the Effective Date prepared by a surveyor licensed in the State of Illinois and
certified to Buyer, the Title Company and such other parties as Buyer shall designate,
which Survey shall be prepared in accordance with the 2016 Minimum Standard Detail
Requirements for ALTA/NSPS Land Title Surveys, including Table A items 2, 3, 4, 6(a),
7(a), (b)(1) and (c), 8, 9, 16, 17, 18 and 19, and shall show the Land by metes and bounds,
the location of all Improvements thereon and dimensions thereof, and to the extent
applicable, all "set back" or building restriction lines, all parking areas (including the
number of parking spaces therein), any and all existing utility and other easements
burdening or benefiting the Land, the federal flood designation for the Property, and the
location of wetlands and other environmentally controlled, regulated or protected areas.
Without limiting the foregoing, the Survey shall comply with any requirements imposed
by the Title Company as a condition to the removal of the survey exception from the
standard printed exceptions in Schedule B of the Commitment.
(c) Objections; Cure. Buyer may deliver written objections to matters shown on the
Title Commitment or Survey (collectively, "Objections") at any time during the Due
Diligence Period. Seller shall notify Buyer within five (5) business days after receipt of
Buyer's Objections whether Seller will cure such Objections by or before Closing. If Seller
declines or fails to cure, then within ten (10) business days after Seller receives the
Objections, Buyer may terminate this Agreement (with Earnest Money returned to Buyer)
or waive the Objections and proceed to Closing without adjustment to the Purchase Price.
7. RISK OF LOSS; CONDEMNATION
(a) If, prior to Closing, all or any portion of the Property is damaged, destroyed, or
becomes the subject of a condemnation or taking, Buyer shall have the right, but not the
obligation, to terminate this Agreement by written notice to Seller, whereupon the Earnest
Money shall be promptly returned to Buyer and the Parties shall have no further obligations
except those expressly stated to survive termination. Notwithstanding the forgoing this
section shall not apply to any condemnation or taking involving The Village of Elk Grove.
(b) If Buyer elects not to terminate, Seller shall assign and turn over to Buyer at
Closing all insurance proceeds and/or condemnation awards related to such damage,
destruction, or taking; except for any condemnation awards issued by or relating in any
way to the Village of Elk Grove.
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8. REPRESENTATIONS OF SELLER
(a) Seller is a limited liability company duly organized, validly existing, and in
good standing, with full right, power, and authority to enter into and perform this
Agreement.
(b) This Agreement constitutes a valid and binding obligation of Seller and does
not violate any agreement to which Seller is a party.
(c) There is no pending or, to Seller's knowledge, threatened litigation, proceeding,
or investigation that would materially impair Seller's ability to consummate the
transactions contemplated herein.
(d) To Seller's knowledge, no Hazardous Substance has been generated, stored,
released, discharged, or disposed of from or on the Property in violation of applicable
Environmental Law.
(e) Except for those notices disclosed pursuant to Section 4(c), Seller has received
no written notice of ongoing violations of laws, codes, or ordinances with respect to the
Property that remain uncured as of the Effective Date.
(f) All violation notices delivered to Buyer are complete, true, and accurate copies
of all such notices in Seller's possession or control. Seller acknowledges an ongoing
requirement to deliver any such notices through closing.
(g) Seller has good and marketable title to all items of personal property located on
the Property free and clear of all liens, claims, and encumbrances, excluding personal
property owned by tenants, if any.
(h) Seller is in compliance with OFAC and related Orders, and neither Seller nor
any beneficial owner is listed on the Specially Designated Nationals list.
(i) Seller has disclosed all known UCC claims, liens, encumbrances, and title
matters in accordance with Section 6 at or before closing.
0) Survival. The representations and warranties of Seller shall survive Closing for
a period of 180 days, after which they shall expire, except as to any claim made in writing
prior to expiration.
(k) Seller is not a "foreign person" as that term is defined in Section 1445 of the
Internal Revenue Code.
(1) To Seller's knowledge, no Hazardous Substance (as defined below) has been
generated, stored, released, discharged or disposed of, from or on the Property in violation
of any Environmental Law (as defined below). "Hazardous Substance" shall mean any
and all pollutants, contaminants, toxic or hazardous wastes or any other substances that
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might pose a hazard to health or safety, the removal of which may be required or the
generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of
which is or shall be restricted, prohibited or penalized under any Environmental Law.
"Environmental Law" shall mean any law, ordinance, rule, regulation, order, judgment,
injunction or decree relating to pollution or substances or materials which are considered
to be hazardous or toxic, including, without limitation, the Resource Conservation and
Recovery Act, the Comprehensive Environmental Response, Compensation and Liability
Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic
Substances Control Act, the Emergency Planning and Community Right to Know Act, and
any state and local environmental law.
(m) Seller is in compliance with the requirements of Executive Order No. 133224,
66 Fed Reg. 49079 (September 25, 2001) ("Order") and other similar requirements
contained in the rules and regulations of the Office of Foreign Asset Control, Department
of the Treasury ("OFAC") and in any enabling legislation or other Executive Orders in
respect thereof (the Order and such other rules, regulations, legislation, or orders are
collectively called the "Orders"). Neither Seller nor any beneficial owner of Seller is
listed on the Specially Designated Nationals and Blocked Persons List maintained by
OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations
maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other
applicable Orders
(n) AS -IS, WHERE -IS. Except as provided in this Agreement or any document
delivered at Closing, the Property is being sold strictly "AS IS, WHERE IS," with all faults
and without any warranty, express or implied, as to the condition, value, fitness for a
particular purpose, merchantability, or any other matter. Seller makes no representations
or warranties whatsoever regarding the financial stability, profitability, income potential,
expenses, or any other financial or operational aspect of the Property. Buyer acknowledges
that Buyer has had the opportunity to conduct its own independent investigation and due
diligence concerning all matters relevant to the Property and is not relying on any
statement, representation, or warranty of Seller or any agent of Seller, except as expressly
set forth in this Agreement. All risk with respect to the condition and suitability of the
Property is assumed by Buyer from and after Closing.
9. REPRESENTATIONS OF BUYER
(a) Buyer is duly organized and authorized to execute and perform this Agreement
and is not in violation of any agreement binding upon Buyer by executing this
Agreement.
(b) This sale has been duly authorized by a resolution or ordinance of the Village
Board, there are no pending or threatened litigation, including, without
limitation, appeals, challenging the purchase that would materially interfere
with the Buyer's ability to perform under this Agreement, and this transaction
is not subject to a referendum.
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(c) The buyer has not initiated a condemnation action and hereby agrees not to
initiate condemnation during the contract term.
(d) Except as provided in this Agreement, there are no undisclosed conditions to
this closing and there are no third -party governmental approvals which remain
outstanding
(e) Buyer is in compliance with OFAC and related Orders, and neither Buyer nor
any beneficial owner is listed on the Specially Designated Nationals list.
(f) Subject to Seller's representations herein, Buyer will assume responsibility
after the Closing Date for compliance with applicable Environmental Law.
10. TENANT VACANCY REQUIREMENT.
Seller shall certify in writing to Buyer that all tenants have vacated the Property at least ten
(10) days prior to the Closing Date ("Vacancy Certification"). The Vacancy Certification
shall include a representation that: (i) all leases, licenses and other occupancy rights, have
been properly terminated in accordance with Illinois law; (ii) all tenants have surrendered
possession of their respective premises; (iii) all tenant security deposits have been properly
accounted for; and (iv) no tenant claims or disputes remain outstanding.
(a) Inspection Right. Upon receipt of the Vacancy Certification, Buyer shall have the
right, upon twenty-four (24) hours' prior written notice to Seller, to inspect the
Property to verify the vacancy status prior to Closing. Seller shall cooperate with
Buyer to facilitate such inspection.
(b) Extension of Closing. If Seller fails to provide the Vacancy Certification at least
ten (10) days prior to the scheduled Closing Date, or if Buyer has a reasonable belief
that any tenants remain in possession of any portion of the Property as of such date,
then:
The Closing Date may be extended, by written notice from Buyer to Seller,
until the date that is ten (10) days after the later of. (i) the date on which
Seller provides the Vacancy Certification to Buyer; or (ii) the date on which
all tenants have been legally evicted from the Property in accordance with
the Illinois Forcible Entry and Detainer Act (735 ILCS 5/9-101 et seq. ) and
all other applicable laws;
2. Seller shall promptly initiate and diligently pursue all legal proceedings
necessary to evict any remaining tenants from the Property;
3. Seller shall bear all costs and expenses associated with such eviction
proceedings; and
4. Seller shall provide Buyer with regular written updates, not less frequently
than weekly, regarding the status of any eviction proceedings.
(c) Indemnification. Seller shall indemnify, defend, and hold Buyer harmless from and
against any and all claims, damages, losses, liabilities, costs, and expenses
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(including reasonable attorneys' fees) arising from or related to: (i) any tenant's
continued occupancy of the Property after Closing; (ii) any UCC security interests
or liens affecting furniture, fixtures, equipment, or other personal property located
on the Property that were created by or through the Seller to be released prior to
Closing.
(d) Survival. The provisions of this Section shall survive the Closing or any termination
of this Agreement.
11. CLOSING CONDITIONS
(a) Buyer's Conditions. Buyer's obligation to close is contingent upon: (i) the truth
and accuracy of Seller's representations as of Closing; (h) Seller's performance of all
covenants and obligations contained herein; (iii) absence of litigation materially impairing
Seller's ability to perform; (iv) issuance by the Title Company of an ALTA owner's title
insurance policy in the amount of the Purchase Price subject only to permitted exceptions;
(v) Seller resolving the Objections to Buyer's sole satisfaction; and (vi) Tenant (if any)
having vacated the Property, the Tenant lease being terminated, and the Buyer have sole
and exclusive possession of the Property on and after the Closing Date.
(b) Failure of Conditions. If one or more of the Buyer's conditions is not satisfied
on or before the Closing Date, and the same is not due to a default by Buyer, Buyer may
terminate this Agreement by written notice to Seller on the Closing Date, in which event
the Earnest Money shall be promptly returned to Buyer and the Parties shall have no further
obligations except those expressly stated to survive termination.
12. TAXES AND UTILITIES
(a) Tax Appeal, Tax Escrow, and Attorney Fees. Seller hereby discloses that, as of
the Effective Date, a tax appeal is pending regarding the real estate taxes assessed against
the Property ("Tax Appeal"). Seller is solely responsible for timely paying all costs and
fees associated with the Tax Appeal including, without limitation, attorney's fees. At
Closing, Seller shall deposit funds into an escrow account ("Escrow") administered by the
Title Company (or other mutually agreed escrow agent) in an amount equal to one hundred
five percent (115%) of the most recent ascertainable full year real estate tax bill for the
Property. The Escrow will be governed by terms that are mutually agreeable to the Parties,
and the Escrow shall be used to pay the tax bills for the 2025 and 2026 calendar years
(payable in 2026 and 2027, respectively) for the period of time through the Closing Date.
Upon Cook County's issuance of tax bills for the 2025 and 2026 calendar years (payable
in 2026 and 2027, respectively), the Buyer will direct the Title Company to pay Seller's
pro rata share of the subject tax bill from the Escrow.' If the Escrow contains an
insufficient amount to pay Seller's pro rata share Buyer will notify Seller and Seller will,
1 For illustrative purposes, if the Closing Date is July 1, 2026, Seller shall be responsible
for all taxes imposed on the Property for the 2025 calendar year, and for the period January
1, 2026 through July 1, 2026, as those taxes come due and payable.
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within ten (10) days of receiving notice, deposit into the Escrow funds sufficient to fully
pay from Escrow Seller's pro rata share of the billed amount. Any funds remaining in the
Escrow after payment of Seller's pro rata share of the 2025 and, if applicable, 2026
calendar year tax bills will be paid from the Escrow to the Seller
Upon final resolution of the Tax Appeal, any refund, rebate, or credit of real estate
taxes (including any interest thereon) attributable to the 2025 tax year and the portion of
the 2026 tax year through the date of Closing shall be the Seller's property. In the event
the Buyer receives any refund, rebate, or credit related to the Tax Appeal, Buyer will
promptly deliver the refund, rebate, or credit to the Seller.
The obligations of the Parties under this Section shall survive Closing.
For purposes of this Section, "refund, rebate, or credit" shall include any reduction
in taxes payable as a result of the appeal or otherwise, whether received as a direct payment,
credit against future taxes, or otherwise.
(b) Seller shall pay (or cause to be paid) all taxes and special assessments due and
payable on or prior to the Closing Date.
(c) Except as provided in this Section 12(c), as close to the Closing Date as
practicable, Seller shall obtain final meter readings for utilities serving the Property and
pay final invoices at Closing. Buyer agrees to waive at Closing all water use charges
associated with the Property. Buyer shall open new accounts and be responsible for
charges accruing from and after the Closing Date.
13. CLOSING DELIVERIES AND COSTS
(a) Seller's Deliveries. At Closing, Seller shall deliver: (i) a recordable special
warranty deed; (ii) a bill of sale for personal property (excluding tenant property, if any);
(iii) a non -foreign affidavit; (iv) an affidavit of title; (v) ALTA statements and a gap
indemnity sufficient for the Title Company to delete standard exceptions (any extended
coverage premiums shall be paid by Buyer); (vi) required transfer tax forms;; (viii)
evidence of authority which may include a corporate resolution; (ix) a Closing Statement;
and (x) all other documents required by this Agreement or reasonably required by the Title
Company to close the transactions contemplated herein. Furthermore, Seller shall provide
all documents evidencing the clearance or termination of any and all Uniform Commercial
Code ("UCC") liens, security interests, and encumbrances affecting the Property or any
assets being sold hereunder, including but not limited to:
1. UCC termination statements for all UCC financing statements filed against
the Property or assets being sold which Seller has provided written objections to and
which Purchaser has agreed to release as provided for in this Agreement.;
2. Releases of all security interests in the Property or assets being sold;
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3. Payoff letters from all secured parties confirming the satisfaction of all
secured obligations and authorizing the filing of UCC termination statements;
4. UCC lien search results from the Illinois Secretary of State and the recorder's
office in the county where the Property is located, dated no earlier than five (5) business
days prior to Closing, confirming that no UCC liens remain against the Property or
assets being sold, except for those expressly permitted under this Agreement; and
5. Such other documentation as may be reasonably required by Buyer or title
company to evidence the clearance or termination of all UCC liens affecting the
Property or assets being sold.
All documents referenced in this Section 13(A) shall be in a form that's reasonably
acceptable to the Buyer.
(b) Buyer's Deliveries. At Closing, Buyer shall deliver: (i) the Purchase Price (net
of Earnest Money and prorations); (ii) required transfer tax forms; (iii) a gap indemnity
acceptable to the Title Company; (iv) a Closing Statement; and (v) all other documents
required by this Agreement or reasonably required by the Title Company to close the
transactions contemplated herein.
(c) Closing Costs. Seller shall pay: (i) Seller's attorney fees; (ii) the cost of the Title
Commitment and the base premium for the owner's Title Policy (up to the Purchase Price);
(iii) the cost of the Survey; (iv) Broker fees; and (v) one-half of all escrow fees. Buyer shall
pay: (A) Buyer's attorney fees; (B) the cost for any additional title coverage, endorsements,
or extended coverage requested by Buyer; (C) one-half of all escrow fees; and (D)
recording fees for the deed.
14. REMEDIES
(a) Seller Default. If Seller fails to comply with any material provision of this
Agreement, Buyer's remedies shall be limited to: (i) termination of this Agreement with
immediate return of the Earnest Money; or (ii) an action for specific performance of
Seller's obligation to convey the Property (any such action to be brought within thirty (30)
days of Seller's failure).
(b) Buyer Default. If Buyer fails to comply with any material provision of this
Agreement, Seller's sole and exclusive remedy shall be retention of the Earnest Money as
liquidated damages.
15. MISCELLANEOUS
(a) Time of the Essence. Time is of the essence in the performance of each Party's
obligations under this Agreement.
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(b) Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be
governed by the laws of the State of Illinois, and venue shall lie in Cook County, Illinois.
EACH PARTY WAIVES TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED
BY LAW.
(c) Notices. All notices and demands given or required to be given by any Party
hereto to any other Party shall be deemed to have been properly given if and when delivered
in person, sent by email, or 3 business days after having been deposited in any U.S. Postal
Service and sent by registered or certified mail, postage prepaid, addressed as follows (or
sent to such other address as any Party shall specify to the other Party pursuant to the
provisions of this Section):
If to Seller:
Centric Hospitality, LLC
1000 Busse Rd
Elk Grove Village, IL 60007
With a copy to:
Raj P. Sanghvi
Sanghvi Law Group, LLC
29 E Madison St #1201
Chicago, IL 60602
rsanghvi@sanghvilaw. com
If to Buyer: With a copy to:
Village of Elk Grove Village Ancel Glink, P.C.
901 Wellington Avenue 140 S. Dearborn Street, 6th Floor
Elk Grove Village, Illinois 60007 Chicago, Illinois 60603
Attn: Matthew J. Roan Attn: Gregory W. Jones and Martin N.
Walker
Email: mroan elk rove.or Email:iones@.ancelglink.com and
mwalker@ancelglink.com
(d) Assignment. Neither Party may assign this Agreement without the prior written
consent of the other Party, except as permitted in connection with a like -kind exchange in
accordance with Section 15(h).
(e) Severability. If any provision is adjudged invalid or unenforceable, the
remainder shall remain in full force and effect.
(f) Entire Agreement; Amendment. This Agreement constitutes the entire
agreement between the Parties and may be amended only by a writing signed by both
Parties. Headings are for convenience only.
(g) Counterparts; Electronic Signatures. This Agreement may be executed in
counterparts and by electronic signatures, each deemed an original and all constituting one
instrument.
(h) Like -Kind Exchange. Either Party may consummate this transaction as part of
a Section 1031 exchange provided that the non -exchanging Party incurs no additional cost
or liability and Closing is not delayed.
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(i) Brokerage Fees and Commissions. Seller has contracted with a real estate
broker, ("Broker"), in connection with the negotiation and execution of
this Agreement and the transactions contemplated hereby for the sale and purchase of the
Property. At Closing, Seller will be responsible for paying a brokage fee to Broker pursuant
to a separate agreement. Seller shall indemnify, defend, and hold Buyer harmless from and
against any commission or other payment due to, or sought by, any real estate broker, agent,
finder or similar person, including Broker, in connection with this matter. Buyer has not
contracted with any real estate broker, agent, finder or similar person in connection with
the negotiation and execution of this Agreement, the transactions contemplated hereby or
the sale and purchase of the Property. Buyer shall indemnify, defend, and hold Seller
harmless from and against any commission or other payment due to, or sought by, any real
estate broker, agent, finder or similar person in connection with this matter. The provisions
set forth in this Section 17 shall survive Closing.
0) No Third -Party Beneficiaries. The covenants and agreements contained herein
shall be binding upon and inure to the sole benefit of the Parties and their successors and
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.
(k) Interpretation. This Agreement and any related instruments shall not be
construed more strictly against one Party than against the other by virtue of the fact that
initial drafts were made and prepared by counsel for one of the Parties, it being recognized
that this Agreement and any related instruments are the product of extensive negotiations
between the Parties hereto and that both Parties hereto have contributed substantially and
materially to the final preparation of this Agreement and all related instruments.
(1) Calculation of Days. In the event that any date described in this Agreement for
the performance of an action required hereunder by Seller and/or Buyer falls on a Saturday,
Sunday or federal legal holiday, such date shall be deemed postponed until the next
business day thereafter.
[Intentionally left blank; signature page follows]
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Docusign Envelope ID: F8EB4D16-4089-8F03-832B-0114023A5319
IN WITNESS WH -, the}Parties have executed this Agreement as of the Effective
Date.
BUYER: V LAGE OF K GROVE VILLAGE, an Illinois municipal corporation
By:
Name: Craig B. Johnson, ayor
Date: 1,9
Attest: r6(0q& AWJ-.t,-
Name: Jen ' Ma on, Village Clerk
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Docusign Envelope ID: F8EB4D16-4089-8F03-832B-0114023A5319
SELLER: CENTRIC HOSPITALITY, LLC, an Illinois limited liability company
aocusigned by:
By:
A1R33866[3C534E77 ..
Name: Jaimin Shah
Title: Authorized Signatory
Date: 4/6/2026
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Docusign Envelope ID: F8EB4D16-4089-8F03-832B-0114023A5319
EXHIBIT A
LEGAL DESCRIPTION
PARCEL 1: LOT 93 IN CENTEX INDUSTRIAL PARK UNIT 62, BEING A
SUBDIVISION IN SECTION 27, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE
THIRD PRINCIPAL MERIDIAN {EXCEPT THE NORTH 20 FEET OF THE WEST 265
FEET OF THE LAND AS CONVEYED TO THE STATE OF ILLINOIS BY DEED
RECORDED AS DOCUMENT 21010505), IN COOK COUNTY, ILLINOIS.
PARCEL 2: LOT 2 (EXCEPT THE WEST 75 FEET OF THE NORTH 313.45 FEET
THEREOF) IN IBT CENTEX INDUSTRIAL PARK, BEING A RESUBDIVISION OF
LOT 384 IN CENTEX INDUSTRIAL PARK UNIT 232, BEING A SUBDIVISION IN
THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 27, TOWNSHIP
42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUNTY, ILLINOIS.
P.I.Ns.: 08-27-402-006-0000 and 08-27-402-067-0000
Address: 1000 Busse Road, Elk Grove Village, Cook County, Illinois 60007
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