HomeMy WebLinkAboutRESOLUTION - 42-26 - 6/16/2026 - Purchase & Sale Agreement Tonne GroveRESOLUTION NO. 42-26
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
A PURCHASE AND SALE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE
VILLAGE AND TONNE GROVE, LLC (600 E ELK GROVE BOULEVARD)
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: 6 NAYS: 0 ABSENT: 0
PASSED this 16' day of June 2026
APPROVED this 16" day of Ju
ATTEST:
i
e nifer S, a on, Village Clerk
PURCHASE AND SALE AGREEMENT
By and Between
THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS, An Illinois municipal
corporation,
Seller
and
TONNE GROVE, LLC, an Illinois limited liability company
Purchaser
:�� 1 Dated (, . 2026
The mailing, submission, delivery or negotiation of this Agreement (as defined below) by
Seller (as defined below) or its agent or attorney shall not be deemed an offer by Seller to
enter into any transaction or to enter into any other relationship with Purchaser (as
defined below), whether on the terms contained herein or on any other terms. This
Agreement shall not be binding upon Seller, nor shall Seller have any obligations or
liabilities or Purchaser any rights with respect thereto, or with respect to the Property (as
defined below), unless and until Purchaser has executed and delivered this Agreement to
Seller. Until the execution and delivery of this Agreement, Seller may terminate all
negotiations and discussions regarding the subject matter hereto, without cause and for
any or no reason, without recourse or liability.
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and
effective as of the Effective Date (as defined below), by and between TONNE GROVE, LLC,
an Illinois limited liability company, or its assignee, nominee or designee ("Purchaser"),
and the VILLAGE OF ELK GROVE VILLAGE, ILLINOIS, an Illinois municipal
corporation ("Seller" or "Village"). Seller and Purchaser may, for convenience, be referred to
together as the "Parties" and individually as a "Party."
WHEREAS, Seller is the owner of that tract of real property located generally at 600 Elk
Grove Boulevard (PIN Nos. 08-33-203-050 and 08-33-203-051-0000) within Elk Grove
Village, Illinois, consisting of approximately 2.68 acres, the exact size and boundaries of which
are to be determined by the Survey (as defined below), together with any improvements thereon
and all such interests, easements, rights of way and appurtenances used in connection with the
beneficial use and enjoyment of the aforementioned land (collectively, the "Property"); and
WHEREAS, the Property is legally described as set forth in Exhibit A, attached hereto
and incorporated herein; and
WHEREAS, Purchaser intends to subdivide the Property (the "Subdivision"), construct
twenty (20) single family residential homes on the Property, and thereafter sell the single family
homes (the "Intended Use") at the Property; and
WHEREAS, the Village desires to promote homeownership for residents within the
community, and therefore desires to establish the Tonne -Grove Purchase Incentive Program (the
"Program"), and the Developer desires to partner with the Village in this Program; and
WHEREAS, Purchaser desires to purchase the Property and Seller desires to sell the
Property on the terms and conditions set forth in this Agreement and to abide by the conditions
set forth in the Program Guidelines, attached hereto and incorporated herein as Exhibit B; and
NOW, THEREFORE, incorporating the above Recitals and in consideration of Ten and
No/100 U.S. Dollars ($10.00), the mutual covenants and promises contained herein, the
respective undertakings of the Parties hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, hereby agree as follows:
1. Purchase and Sale; Purchase Price. Subject to the terms and conditions of this Agreement,
Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Property.
The purchase price of the Property (the "Purchase Price") shall be the aggregate of One
Million and No/100 U.S. Dollars ($1,000,000.00) plus or minus applicable prorations and
closing costs and subject to the conditions and covenants set forth herein. The Purchase Price
shall be paid as follows:
A. Earnest Money. Within five (5) business days after the Effective Date, Purchaser
shall deposit, as earnest money, via wire transfer or certified check for the amount of
Twenty -Five Thousand and No/100 U.S. Dollars ($25,000.00) (said earnest money
together with any interest earned thereon (as applicable) being referred to herein as
the "Earnest Money") into an escrow account pursuant to a standard form, strict joint
order escrow agreement, be entered into by the Parties with National Builder and
Bankcorp Title, 707 Skokie Boulevard, Suite 600, Northbrook, Illinois as escrowee
(the "Escrowee" or "Title Company"). At the expiration of the Inspection Period (as
defined below), the Earnest Money shall become non-refundable, except in the event
of a Seller default, but shall remain applicable to the Purchase Price. The Earnest
Money may be invested upon the direction of Purchaser and, except as specifically set
forth herein to the contrary, all interest earned thereon shall accrue to the benefit of
Purchaser. The Earnest Money shall be fully refundable to Purchaser in the event that
Purchaser terminates the Agreement in writing pursuant to the terms of this
Agreement prior to the expiration of the Inspection Period. In the event that
Purchaser fails to perform under this Agreement after the expiration of the Inspection
Period or otherwise (by act or omission) defaults on any obligation under this
Agreement, the Earnest Money shall be deemed non-refundable and shall be
immediately forfeited and directly paid to Seller in accordance with the terms of this
Agreement. The Earnest Money shall be fully refundable to Purchaser in event of
Seller's default of this Agreement including, without limitation, Seller's failure to
satisfy the Conditions Precedent to Closing (as defined below).
Notwithstanding anything in this Section to the contrary, the refund of the Earnest
Money during the Extended Inspection Period (as defined below) shall be governed
by Section 13 of this Agreement.
B. Non -Resident Participation. In the event that not all of the lots are sold through the
Program, sale prices for home/lot packages (as noted in Exhibit B) to non-resident
purchasers will be increased by $50,000.00 from the set prices as noted on Exhibit B.
At closing on the sale of each individual home/lot package to a non-resident
purchaser, the Purchaser shall credit back to Seller the amount of $50,000.00.
2. Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall
be held at the office of the Title Company not later than thirty (30) calendar days after the
expiration of the Inspection Period, unless the Parties, by written, mutual agreement, agree to
have the Closing on another date (the "Closing Date"). If the scheduled Closing Date does
not fall on a business day, the Closing Date shall be on the next business day thereafter. The
transaction contemplated by this Agreement shall be closed by means of a Deed and Money
"New York Style" Escrow (the "Closing Escrow") to be opened with the Escrowee on or
before the Closing Date. The Closing Escrow shall be in accordance with the general
provisions of the usual form of Deed and Money "New York Style" Escrow Agreement (the
"Escrow Agreement") currently in effect and used by the Escrowee, with such special
provisions inserted in the Escrow Agreement as may be required to conform to this
Agreement; provided, however, (i) nothing shall prohibit either Seller or Purchaser from
providing their own separate escrow instructions in lieu of a joint Escrow Agreement and (ii)
in the event of a conflict between the terms of this Agreement, the Closing Escrow (or any
additional or collateral escrows opened hereunder) and/or the Escrow Agreement (or any
separate escrow instructions of a party), the terms of this Agreement shall in all instances
control. At the Closing, Purchaser shall pay to Seller the balance of the Purchase Price, plus
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or minus Purchaser's share of the Closing costs, prorations and credits hereinafter provided
for, by wire transfer.
3. Conditions Precedent to the Closing.
A. Purchaser's obligation to Close on the Property herein shall be contingent upon the
following in addition to other matters set forth in this Agreement (collectively, the
"Conditions Precedent to Closing"):
i. This Agreement not being previously terminated pursuant to its terms and
conditions;
ii. The Inspection Period having expired or been waived;
iii. Seller having satisfied all other conditions precedent to the Closing that
are required to be satisfied by Seller in advance of Closing under the terms of this
Agreement;
iv. Purchaser having received all necessary Governmental Approvals for the
Subdivision of the Property and the development of the Property for Purchaser's
Intended Use after timely submission of all necessary applications and the
payment of all associated fees; and
V. Receipt from the Title Company of a commitment for an ALTA Form
2006 Owner's Policy of Title Insurance (the "Title Policy") committing to insure
the title of the Property in the amount of the Purchase Price (the "Title
Commitment") and "mark-up" of the same at Closing.
B. Seller's obligation to close herein shall be contingent upon the following in addition
to other matters set forth in this Agreement:
i. This Agreement not being previously terminated pursuant to its terms and
conditions;
ii. Purchaser having satisfied all other conditions precedent to the Closing
that are required to be satisfied by Purchaser in advance of Closing under the
terms of this Agreement;
iii. Purchaser having successfully applied for and received all necessary
Governmental Approvals for the Subdivision of the Property (provided that Seller
acts reasonably and timely in evaluating such applications in accordance with all
applicable Laws); and
iv. Purchaser having performed all of Purchaser's obligations hereunder,
including, without limitation, the payment of the Purchase Price.
4. Seller's Deliveries at the Closin . At the Closing, Seller shall deliver to the Escrowee or
Purchaser directly the following documents and items, each in a form mutually agreed to by
the Parties:
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A. A special warranty deed (the "Deed") conveying the Property from Seller to
Purchaser and subject only to the Permitted Exceptions (as defined below) or such
other exceptions as expressly agreed to herein (and which Deed shall also convey and
include within its legal description any beneficial easements separately insured by the
Title Company in the Title Policy);
B. If (i) the legal description on Survey shall differ from the legal description originally
attached hereto or from the record legal description and (ii) the Property is conveyed
to Purchaser prior to Subdivision being completed, then Purchaser may request and
Seller shall have an obligation to deliver at Closing a quitclaim deed, in proper
recordable form (in addition to the Deed) with the legal description of the quitclaim
deed based on and conforming to the Survey (the "Quitclaim Deed");
C. A Certificate of Non -Foreign Status of Seller, as required by Section 1445 of the
Internal Revenue Code (and any amendment thereto), which certifies that Seller is not
a foreign transferor and which is in a form and substance reasonably satisfactory to
Purchaser;
D. An ALTA Statement and a personal "Gap" undertaking, if required by the Title
Company to effectuate a "New York Style" Closing;
E. Such proof of Seller's authority and authorization to enter into this transaction as may
be required by the Title Company;
F. Any and all reasonable and customary documentation necessary to complete the
transaction contemplated herein; and
G. Possession (and use, as applicable) of the Property, free of parties in possession
(except as specifically set forth herein or as otherwise mutually agreed to by a written
agreement of the Parties) and reasonably free of personal property and Debris (as
defined below), in the same condition as of the Effective Date (as defined below)
(excepting normal wear and tear and environmental remediation).
5. Purchaser's Deliveries at the Closing. At the Closing, Purchaser shall deliver to the Escrowee
or Seller directly the following, each in a form mutually agreed to by the Parties:
A. The balance of the Purchase Price in accordance with the Agreement, plus or minus
Purchaser's share of the Closing costs and prorations and credits hereinafter provided;
B. An ALTA Statement and a personal "Gap" undertaking, if required by the Title
Company to effectuate a "New York Style" Closing;
C. Such proof of Purchaser's authority and authorization to enter into this transaction as
may be required by the Title Company including, but not limited to, a corporate
resolution; and
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D. Any and all reasonable and customary documentation necessary to complete the
transaction contemplated herein.
6. Joint Deliveries at the Closing. At the Closing, the Parties shall jointly deliver the following
fully -executed documents to the Escrowee:
A. State, county and municipal Transfer Tax Declarations, to the extent required by law;
B. Original closing statement prepared by Seller in a manner which reflects the terms
and conditions of this Agreement, as applicable;
C. Any and all other documents reasonably required to effectuate the transaction
contemplated herein; and
D. All documents or other deliveries reasonably and customarily required to be made by
Purchaser or Seller at the Closing.
7. Allocation of Closing Costs and Expenses/MunicipaI Approval. Seller shall be liable for the
following expenses: (A) the cost of obtaining the Title Policy (as defined below) but
excluding any endorsements, unless Seller elects to purchase such endorsements to correct
any Unpermitted Exceptions (as defined below); (B) the cost to record any instruments
necessary to clear Seller's title; (C) one-half (1/2) of the total cost of the escrow services;
(D) one-half (1/2) of the total cost of the Closing Escrow; (E) one-half (1/2) of the total cost
of the "New York Style" closing fee; and (F) the total cost of any state, county and municipal
transfer taxes applicable to this transaction. Purchaser shall bear the following expenses:
(A) the cost of any recording fees with respect to the Deed; (B) one-half (1/2) of the total cost
of the escrow services; (C) one-half (1/2) of the total cost of the Closing Escrow; (D) one-
half (1/2) of the total cost of the "New York Style" closing fee; and (E) the charges for any
endorsements required by Purchaser. The cost to record documents to be recorded pursuant
to this Agreement shall be shared by the Parties. Each Party shall be liable for the payment
of its own legal fees.
Notwithstanding the foregoing, the Parties acknowledge that as Seller is a governmental
entity, this transaction is exempt from any state, county or municipal real estate transfer tax
pursuant to 35 ILCS 200/31-45(b)(1) and the 2025 Village Code of Ordinances. Seller is
obligated to furnish completed Real Estate Transfer Declarations signed by Seller or Seller's
agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of
Illinois and Cook County.
8. Prorations: Utilities. The Property is currently owned by a governmental entity. A property
tax exemption complaint was filed for the Property. No proration for real estate taxes shall
be made at Closing. All prorations shall be deemed final, but the obligations of the Parties
intended to take place after the Closing shall survive the Closing. Notwithstanding the
foregoing, Seller shall be solely responsible for the satisfaction, whether through payment or
through successful prosecution of an application to void the same, of any and all real
property taxes, from whatever source, that accrue on the Property prior the Closing, and
Purchaser shall be solely liable for any real estate taxes which accrue on the Property after
the Closing. After the Closing, Seller and Purchaser shall make proper notification to the
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Cook County, Illinois assessor that the Property should be removed as an exempt property
from the tax rolls. The Property has no current utility accounts.
9. Title Insurance Survey and Documentation.
A. Title Commitment. Within sixty (60) calendar days after the Effective Date, Seller
shall, at its sole cost and expense, deliver or cause to be delivered to Purchaser a
commitment for ALTA Form 2006 Owner's Title Insurance Policy (the "Preliminary
Commitment"), together with the underlying documentation supporting any
proposed exception(s) to coverage (commonly referred to as the Schedule B Title
documents), issued by Title Company in the amount of the Purchase Price showing
title to the Property in Seller. At the Closing, Seller shall direct the Title Company to
issue the Title Policy, subject only to the Permitted Exceptions.
B. Surve and Plat of Subdivision. As a material inducement to Seller undertaking its
obligations in this Agreement, the Seller hereby consents to and Purchaser hereby
agrees to file all necessary petitions and applications to undertake the Subdivision of
the Property at Purchaser's sole cost and expense. Within ninety (90) calendar days
after the later of (i) the date Seller delivers to Purchaser the Preliminary Commitment
and (ii) the Effective Date, Purchaser shall, at its sole cost and expense, cause the
completion of a "Survey" and a "Plat of Subdivision" of the Property by a land
surveyor licensed in the State of Illinois. The Survey shall be certified for the benefit
of Purchaser, Purchaser's lender, if any, and the Title Company and shall be in
sufficient form so as to allow the Title Company to issue an extended coverage
endorsement and waive the five (5) general exceptions, if required by Purchaser, and
shall show the topography and square footage of the Property. Purchaser shall provide
a copy of the Survey and the Plat of Subdivision to Seller within five (5) business
days after Purchaser's receipt of the same. Purchaser shall take all necessary steps to
obtain any and all governmental approvals of the Village, and any other applicable
governmental unit or agency to subdivide the Property as discussed herein. Purchaser
shall bear any and all costs associated with said governmental approvals and
recording fees.
C. Documentation. Within fifteen (15) calendar days after the Effective Date, Seller
shall provide to Purchaser all site plans and specifications, previous environmental
reports, soil reports, existing governmental permits/approvals, zoning information,
real property tax information, existing surveys, the current Phase I environmental
study, and any other documents, which are in Seller's possession or readily available
relating to the Property without independent search or review for the documents.
D. Return of Documentation. Purchaser shall return all documents, and any and all
copies of such documents, provided by Seller under this Section in the event that this
Agreement is terminated for any reason other than a Seller default. Seller makes no
representations or warranties as to the accuracy of any and all documents provided to
Purchaser relating to the Property. Purchaser hereby acknowledges that the receipt of
any and all documentation relating to the Property shall not abrogate Purchaser's
obligation to perform its own inspection and due diligence obligations pursuant to this
Agreement.
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E. Confidentiality. Both Parties hereby acknowledge that Seller, as a unit of local
government, is subject to the Illinois Freedom of Information Act (5 ILCS 140/1, et
seq.) and other applicable state and federal laws which may require the disclosure of
this Agreement and related documents.
10. Title Approval. Purchaser shall have a period of twenty (20) calendar days following the
later receipt of. (a) the Preliminary Commitment and of all documents of record listed
therein; and (b) the Survey to review such items and deliver to Seller a notice of the
objections that Purchaser may have to anything contained or set forth in or disclosed by the
Survey or the Preliminary Commitment ("Unpermitted Exceptions"). If Purchaser shall
expressly waive any objection to or fail to object to any Unpermitted Exception in the
manner and time frame set forth herein, said Unpermitted Exception shall be deemed a
"Permitted Exception." If Purchaser timely delivers notice of any Unpermitted Exception to
Seller, Seller may within five (5) calendar days after receipt of said notice, elect to eliminate
or satisfy the Unpermitted Exception(s) to the satisfaction of Purchaser. If Seller is unable or
unwilling to correct any Unpermitted Exception within the five (5) calendar day period,
Seller shall be deemed to have elected not to make such cure, in which event Purchaser shall
have the right, at its election and as its sole and exclusive remedy, within three (3) calendar
days after the expiration of Seller's five (5) calendar day cure period, to: (a) waive any and
all Unpermitted Exceptions and accept title to the Property subject to such Unpermitted
Exceptions (in which event such Unpermitted Exceptions and any exceptions not objected to
by Purchaser shall be deemed "Permitted Exceptions") and deduct from the Purchase Price
any liens or encumbrances of a definite or ascertainable amount up to Ten Thousand and
No/100 U.S. Dollars ($10,000.00) if Seller does not do so; or (b) terminate this Agreement.
In the event that Purchaser elects or is deemed to have terminated this Agreement, the
Escrowee shall be authorized to immediately deliver to Purchaser the Earnest Money, this
Agreement shall terminate, and neither Party hereto shall have any further obligations or
liability under this Agreement, except as otherwise provided to the contrary in this
Agreement. The documents required to be recorded hereunder, if any, shall be deemed
Permitted Exceptions. Notwithstanding the foregoing, Purchaser shall continue to have the
right to object to items that are not disclosed in the Preliminary Commitment, or Survey, up
until the Closing, and in the event that there are any intervening title exceptions or
encumbrances revealed by a title update on or prior to the Closing which: (i) first arise on or
after the effective date of the Preliminary Commitment or Survey; and (ii) which are not
caused by Purchaser, an Assignee (as defined below) or the respective employees,
contractors, or other agents of Purchaser or an Assignee (the "Intervening
Encumbrances"), then Purchaser shall advise Seller of same and the Closing shall be
delayed to allow Seller a reasonable amount of timeto cure, remove, release or satisfy the
Intervening Encumbrances. If Seller determines that it cannot or will not remedy the
Intervening Encumbrances, then Purchaser may at its sole discretion exercise any options
available to Purchaser in Section 13.
11. Ins ection/As Is. This Agreement is for the sale and purchase of the Property, and any and
all personal property and fixtures located therein and thereon, in "AS IS" condition as of the
Effective Date as set forth in detail below. Except as otherwise set forth herein, Purchaser
acknowledges that no representations, warranties or guarantees with respect to the condition
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of the Property and/or personal property and fixtures have been made by Seller.
Notwithstanding the foregoing, commencing upon the execution of this Agreement and
expiring one hundred twenty (120) calendar days thereafter ("Inspection Period"),
Purchaser, at its sole cost and expense, shall have the right to take any and all reasonable and
customary steps to inspect the Property and study the feasibility of the construction and
operation of the Intended Use, including; (i) investigating and studying the Property,
including and without limitation commissioning studies, surveys, soil borings, structural
assessments and environmental assessments; (ii) making applications for and obtaining all
necessary permits, zoning, design standards, subdivision and other governmental approvals
for the construction and operation of the Intended Use, to the extent the same are ripe for
issuance prior to the Closing (collectively, the "Governmental Approvals"); (iii) receiving a
term sheet signed by institutional lender or equity investor outlining key terms acceptable to
Purchaser (the "Financing Approval"); and (iv) otherwise inspecting the Property, including
a review of the accessibility of the same.
Seller shall make the Property available to Purchaser's agents or contractors at reasonable
times; provided, however, that in no event shall Purchaser or its agents or contractors conduct
any physical testing, drilling, boring, sampling or removal of, on or through the surface of the
Property (or any part or portion thereof) including, without limitation, any ground borings or
invasive testing of the Property (collectively, "Physical Testing"), without Seller's prior
written consent, which may be provided via email, and which consent shall not be
unreasonably withheld, conditioned or delayed. If Purchaser desires to conduct any Physical
Testing of the Property, then Purchaser shall submit to Seller, for Seller's approval, a detailed
written description of the scope and extent of the proposed Physical Testing. If Seller does
not approve the Physical Testing or approves only a portion thereof, Purchaser may, at its
option, by written notice to Seller, elect to either: (a) terminate this Agreement; or (b)
conduct during the Inspection Period that portion of the Physical Testing, if any, approved by
Seller. In no event shall Seller be obligated as a condition of this transaction to perform or
pay for any environmental remediation of the Property, including without limitation any
environmental remediation recommended by any Physical Testing. Seller shall have the
right, in its discretion, to accompany Purchaser and/or its agents or contractors during any
entry, inspection and/or testing of the Property or any portion thereof. Purchaser shall
provide to Seller, at no cost to Seller, copies of the results of the Physical Testing.
Prior to Purchaser or its agents or contractors entering the Property for any purpose,
Purchaser shall obtain and maintain, at Purchaser's sole cost and expense, and shall deliver to
Seller evidence of, the following insurance coverage, and shall cause each of its agents and
contractors to obtain and maintain, and, upon request of Seller, deliver to Seller evidence of,
the following insurance coverage: general liability insurance with an endorsement for
automobile coverage, from an insurer reasonably acceptable to Seller, in the amount not less
than One Million and No/100 U.S. Dollars ($1,000,000.00) combined single limit for
personal injury and property damage per occurrence, such policy to name Seller as an
additional insured party, which insurance shall provide coverage against any claim for
personal liability or property damage caused by Purchaser, its agents or contractors in
connection with the Inspection Period, including without limitation the Physical Testing.
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Purchaser, its agents and contractors shall: (a) not unreasonably interfere with the operation
and maintenance of the Property; (b) not injure or otherwise cause bodily harm to Seller, its
agents, contractors or employees; (c) promptly pay when due the costs of all tests,
investigations and examinations done with regard to the Property; (d) not permit any liens to
attach to the Property by reason of the exercise of its rights under this Agreement or
otherwise; and (e) reasonably restore the condition in which the same was found before any
such inspection or tests (including without limitation any Physical Testing) were undertaken
(which restoration obligation shall survive the termination of this Agreement). Purchaser
shall, at its sole cost and expense, comply with all applicable federal, state and local laws,
statutes, rules, regulations, ordinances or policies (collectively, "Law") in conducting its
inspection (including without limitation any Physical Testing) of the Property. Purchaser
shall, and does hereby agree to indemnify, defend and hold Seller, its elected and appointed
officials, officers, employees, agents and attorneys of each of them, and their respective
heirs, successors, personal representatives and assigns, harmless from and against any and all
claims, demands, legal or administrative proceedings, losses, liabilities, damages, penalties,
fines, liens, judgments, suits, obligations, payments, costs and expenses (including but not
limited to reasonable attorneys' fees and costs) known or unknown, foreseen or unforeseen
that may arise out of or are in any way connected with: (i) the acts or omissions of Purchaser
or any agent or contractor of Purchaser in, on or about the Property and (ii) Purchaser's
actions pursuant to this Section; provided, however, that the preceding indemnification shall
not apply or extend to either (1) the mere discovery or legally required disclosure (or the
consequences of such mere discovery or disclosure) of a pre-existing environmental or
physical condition at the Property or (2) the acts or omissions of Seller and its employees,
contractors, agents and representatives.
The provisions of this Section shall survive the Closing or the termination of this Agreement
and shall not merge with the Deed.
12. Extended Inspection _Period. Provided Purchaser is not in default, has deposited the Earnest
Money with Escrow Agent, and has made application for all of the Governmental Approvals
and the Financing Approval (the "Conditions Precedent to Extension"), Purchaser may extend
the Inspection Period for up to one additional period of sixty (60) days (the "Extended
Inspection Period") for the limited purpose of obtaining the Governmental Approvals and/or
the Financing Approval. To exercise this option, Purchaser shall notify Seller in writing
prior to expiration the Inspection Period that it has not obtained one or more of the
Governmental Approvals or the Financing Approval and elects to so extend the Inspection
Period, and shall be a conclusive waiver of all other Inspection rights or Termination rights
as set forth under Section 13. The Purchaser shall be required to deposit the sum of $25,000
in the Escrow to so extend the Inspection Period as set forth above. This addition deposit
shall be treated in all respects as additional Earnest Money.
Except as provided in this Section 12 and in Section 13 of this Agreement, the phrase
"Inspection Period" shall be read to include the Extended Inspection Period unless the
context clearly indicates otherwise.
13. Termination & Satisfaction.
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A. In the event that Purchaser's inspection(s) of the Property or study of the feasibility
of the construction and operation of the Intended Use reveals that the condition of the
Property, improvements, fixtures or personal property to be conveyed or transferred is
unacceptable to Purchaser, in its sole and absolute discretion and with or without
cause, and Purchaser so notifies Seller within the Inspection Period, this Agreement
shall terminate and the Earnest Money shall be returned to Purchaser.
B. The Earnest Money shall remain fully refundable to Purchaser if Purchaser terminates
the Agreement prior to the expiration of an Extended Inspection Period due to its
failure to obtain the Governmental Approvals or Financing Approval. The Earnest
Money shall be forfeited to Seller in the event that Purchaser terminates the
Agreement during or after the expiration of an Extended Inspection Period for any
reason other than Purchaser's failure to obtain the Governmental Approvals or
Financing Approval.
C. If this Agreement is terminated for any reason other than Seller default, then within
three (3) business days after such termination, Purchaser shall return to Seller, all
copies and originals of all documents and any other information or materials provided
to Purchaser by or on behalf of Seller.
D. The provisions of this Section shall survive the Closing or the termination of this
Agreement and shall not merge with the Deed.
14. As Is and Release. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE,
DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, BUT
NOT LIMITED TO, THE FOLLOWING: (A) THE NATURE, QUALITY OR
CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
WATER, SOIL, SUBSURFACE AND GEOLOGY, (B) THE INCOME TO BE
DERIVED FROM THE PROPERTY OR THE VALUE OF THE PROPERTY, (C)
THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND
USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE
COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH
APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS
WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS
PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, (E) THE
HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE PROPERTY, OR (F) ANY OTHER MATTER WITH RESPECT
TO THE PROPERTY, AND SPECIFICALLY THAT SELLER HAS NOT MADE,
DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS
REGARDING SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL
PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE
DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS
SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL
10
RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 (CERCLA), AS
AMENDED, AND APPLICABLE STATE LAWS, AND REGULATIONS
PROMULGATED THEREUNDER. PURCHASER FURTHER ACKNOWLEDGES
AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE
PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION
OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE
PROVIDED BY SELLER. PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH
RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF
SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION. PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, AND AS A MATERIAL INDUCEMENT TO
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER, THE
SALE OF THE PROPERTY AS PROVIDED FOR IN THIS AGREEMENT IS MADE
ON AN "AS IS, WHERE IS" CONDITION AND BASIS "WITH ALL FAULTS."
EFFECTIVE AS OF THE CLOSING DATE, PURCHASER ON BEHALF OF ITSELF
AND ITS SUCCESSORS AND ASSIGNS, WAIVES ITS RIGHT TO RECOVER
FROM, AND FOREVER RELEASES AND DISCHARGES, SELLER, ITS ELECTED
AND APPOINTED OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND
ATTORNEYS OF EACH OF THEM, AND THEIR RESPECTIVE HEIRS,
SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS, FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS, LEGAL OR ADMINISTRATIVE
PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS,
JUDGMENTS, SUITS, OBLIGATIONS, PAYMENTS, COSTS AND EXPENSES
(INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES AND COSTS) KNOWN
OR UNKNOWN, FORESEEN OR UNFORESEEN THAT MAY ARISE OUT OF OR
ARE IN ANY WAY CONNECTED WITH THE PROPERTY, INCLUDING, BUT
NOT LIMITED TO, THE FOLLOWING: (I) THE QUALITY, NATURE,
ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, (II) THE
CONDITION OF TITLE TO THE PROPERTY, (III) THE PRESENCE ON, UNDER,
ABOUT, OR MIGRATING TO OR FROM THE PROPERTY OF ANY HAZARDOUS
MATERIAL (AS DEFINED IN SECTION 20); (IV) THE COMPLIANCE OF THE
PROPERTY OR ITS OPERATION WITH ANY APPLICABLE LAW INCLUDING,
WITHOUT LIMITATION, ENVIRONMENTAL LAWS (AS DEFINED IN SECTION
20); (V) THE QUALITY, NATURE, ADEQUACY OR PHYSICAL CONDITION OF
SOILS, GEOLOGY AND GROUNDWATER; (VI) THE DEVELOPMENT
POTENTIAL OF THE PROPERTY, AND THE PROPERTY'S USE,
HABITABILITY, MERCHANTABILITY, FITNESS, SUITABILITY, VALUE OR
ADEQUACY FOR ANY PARTICULAR PURPOSE; (VII) THE PRESENCE OF ANY
HAZARDOUS MATERIAL (AS DEFINED BELOW) IN, ON, UNDER, ABOUT OR
MIGRATING TO OR FROM THE PROPERTY OR THE ADJOINING OR
NEIGHBORING PROPERTY OR THE EXISTENCE OF ANY SUBSURFACE
STRUCTURES, INCLUDING UNDERGROUND TANKS, SEWERS, SUMPS,
CONTAINERS OR CONDUITS IN, ON, UNDER, BENEATH OR ABOUT THE
PROPERTY; EXCEPT SUCH AS ARISES OUT OF BREACH OF ANY OF THE
REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS
AGREEMENT. THE TERMS AND PROVISIONS OF THIS SECTION SHALL
SURVIVE CLOSING OR THE TERMINATION OF THIS AGREEMENT.
PURCHASE HEREBY AGREES THAT, IF AT ANY TIME AFTER THE CLOSING,
ANY THIRD PARTY OR ANY GOVERNMENTAL AGENCY SEEKS TO HOLD
PURCHASER RESPONSIBLE FOR THE PRESENCE OF, OR ANY LOSS, COST
OR DAMAGE ASSOCIATED WITH, HAZARDOUS WASTES IN, ON, ABOVE OR
BENEATH THE PREMISES OR EMANATING THEREFROM, THEN
PURCHASER WAIVES ANY RIGHTS IT MAY HAVE AGAINST SELLER IN
CONNECTION THEREWITH INCLUDING, WITHOUT LIMITATION, UNDER
CERCLA, AND PURCHASER AGREES THAT IT SHALL NOT (I) IMPLEAD
SELLER, (II) BRING A CONTRIBUTION ACTION OR SIMILAR ACTION
AGAINST SELLER, OR (III) ATTEMPT IN ANY WAY TO HOLD SELLER
RESPONSIBLE WITH RESPECT TO ANY SUCH MATTER.
The provisions of this Section 14 shall survive the Closing or the termination of this
Agreement and shall not merge with the Deed.
15. Environmental Matters- No Representations or Warranties.
A. No Representations or Warranties. CONSISTENT WITH THE TERMS OF
SECTION 14, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES
REGARDING THE ABSENCE OR PRESENCE OF ENVIRONMENTAL
HAZARDS, INCLUDING BUT NOT LIMITED TO HAZARDOUS MATERIALS
(AS DEFINED BELOW), WHICH MAY BE ON, IN UNDER OR MIGRATING TO
OR FROM THE PROPERTY AND SELLER MAKES NO REPRESENTATIONS
OR WARRANTIES REGARDING THE COMPLIANCE OF PRIOR USES ON OR
PRESENT CONDITIONS OF THE PROPERTY UNDER APPLICABLE
ENVIRONMENTAL LAWS.
B. No Oblation of Seller. Seller shall have no obligation to undertake any
environmental response, remediation, removal, monitoring, investigation or other
action related to any Hazardous Material or subsurface condition which: (i) is located
on, at, under or migrating to or from the Property on or after Closing Date, (ii) is
exacerbated after Closing by any party other than Seller; or (iii) generated or created
by or as a result of Purchaser's construction, development or other activities at the
Property.
C. Definitions. "Hazardous Material" shall include but shall not be limited to any
substance, material, or waste that is regulated by any federal, state, or local
governmental authority because of toxic, flammable, explosive, corrosive, reactive,
radioactive or other properties that may be hazardous to human health or the
environment, including without limitation asbestos and asbestos containing materials,
radon, petroleum and petroleum products, urea formaldehyde foam insulation,
methane, lead based paint, polychlorinated biphenyl compounds, hydrocarbons or like
substances and their additives or constituents, pesticides, agricultural chemicals, and
12
any other special, toxic, or hazardous substances, materials, or wastes of any kind,
including without limitation those now or hereafter defined, determined, or identified
as "hazardous substances," "hazardous materials," "toxic substances," "hazardous
wastes," or "solid waste" in any Environmental Law.
"Environmental Laws" shall mean any applicable federal, state, or local law, statute,
ordinance, code, rule, regulation, policy, common law, license, authorization,
decision, order, injunction or ordinance which pertains to health, safety, any
Hazardous Material, or the environment (including, but not limited to, ground, air,
water, or noise pollution or contamination, and underground or aboveground tanks)
together with all rules, regulations, orders, and decrees now or hereafter promulgated
under any of the foregoing, as any of the foregoing now exist or may be changed or
amended or come into effect in the future.
The provisions of this Section shall survive the Closing and shall not merge with the
Deed.
16. Seller's Representations. The following constitute the representations, warranties, and
covenants of Seller:
A. Seller's Authority. Seller has the legal power, right and authority to enter into this
Agreement, to consummate the transactions contemplated hereby and to execute and
deliver all documents and instruments to be delivered by Seller hereunder. This
Agreement and all agreements, instruments and documents herein provided to be
executed by Seller are duly authorized, executed and delivered by and binding upon
Seller in accordance with their terms. All requisite action has been taken or obtained
or will be taken prior to the Closing Date by Seller or its agent(s) in connection with
entering into this Agreement and the consummation of the transactions contemplated
hereby.
B. No Conflict. The execution, delivery and consummation of the transactions
contemplated by this Agreement are not prohibited by, and will not conflict with,
constitute grounds for termination of, or result in the breach of any of the agreements
or instruments to which Seller is now a party or, to Seller's knowledge, by which the
Property is bound or, to Seller's knowledge, any order, rule or regulation of any court
or other governmental agency or official.
13
C. Government Representations & Governmental Notices. Seller makes the following
warranties and representations to Seller's knowledge: Seller has not received any
written notice that the Property is currently subject to a levy for a special assessment
for public improvements with respect to the Property.
D. Leases and Occupants. There are no leases in effect for the Property, no one other
than Seller has any current right to occupy any portion of the Property and the
Property is vacant and unoccupied.
E. Subdivision and Other Approvals. Seller shall act reasonably and timely and in
accordance with applicable Law in addressing all of Purchaser's petitions for
subdivision, zoning and other approvals required for Purchaser's Intended Use.
F. Limitation of Seller's Representations. All representations and warranties made by
Seller in this Agreement, unless expressly provided otherwise, shall survive the
Closing for a period of six (6) months.
17. Condition of Proper . Until the Closing Date, Seller shall maintain the Property substantially
in the same condition it is in on the Effective Date, ordinary wear and tear and casualty
damage excepted. Seller shall notify Purchaser promptly if Seller obtains knowledge of any
transaction, occurrence or other matter prior to the Closing Date that would make any of the
representations or warranties of Seller untrue in any material respect. Purchaser shall notify
Seller promptly if Purchaser becomes aware of any transaction, occurrence or other matter
prior to the Closing Date that would make any of the representations or warranties of Seller
untrue in any material respect. Any items of personal property remaining at the Property as of
the date prior to the Closing shall be considered surrendered and abandoned by Seller and
shall be deemed rubbish and debris ("Debris") by Purchaser. After the Closing, Purchaser
shall have the full and unfettered right to remove and dispose of the Debris in any manner it
deems appropriate. Purchaser shall take possession of the Property upon the Closing, and
thereafter, Seller shall have no obligation to maintain or insure the Property, and Purchaser
shall assume any and all liability for the Property.
18. Purchaser's Representations. The following constitute the representations and warranties of
Purchaser:
A. Intended Use. Purchaser intends to construct and operate the Intended Use at the
Property. Purchaser shall subdivide the Property in accordance with the Preliminary
Site Plan, attached hereto and incorporated herein as Exhibit C. The Property shall be
divided in accordance with the Plat of Subdivision, attached hereto and incorporated
herein as Exhibit D. The Purchaser or an assignee of the Purchaser shall thereafter
undertake the construction of single family homes on each of the lots (the
"Development") in substantial compliance with Exhibit E, "Tonne -Grove
Development Plan and Specifications dated June 2026", attached hereto and
incorporated herein. The Village shall not be obligated to issue building permits
for any lot within the Development that is not in substantial compliance with
Exhibit E.
14
The rights and obligations set forth in this section shall survive Closing until such
time the Development is complete and occupancy permits for all lots in the
Development have been issued.
B. Purchaser's Authority. Purchaser has the legal power, right and authority to enter
into this Agreement, to consummate the transactions contemplated hereby and to
execute and deliver all documents and instruments to be delivered by Purchaser
hereunder.
C. Individual Authority. The individual executing this Agreement on behalf of
Purchaser has the legal power, right and actual authority to bind Purchaser to the
terms and conditions of this Agreement.
D. No Conflict. The execution, delivery and consummation of the transactions
contemplated by this Agreement are not prohibited by, and will not conflict with,
constitute grounds for termination of, or result in the breach of any of the agreements
or instruments to which Purchaser is now a party, or to Purchaser's knowledge, any
order, rule or regulation of any court or other governmental agency or official.
Purchaser shall notify Seller promptly if Purchaser becomes aware of any transaction,
occurrence or other matter prior to the Closing Date that would make any of the
representations or warranties of Purchaser untrue in any material respect. Seller shall
notify Purchaser promptly if Seller becomes aware of any transaction, occurrence or
other matter prior to the Closing Date that would make any of the representations or
warranties of Purchaser untrue in any material respect. All representations and
warranties set forth hereunder shall survive the Closing and the delivery of the Deed
for a period of six (6) months.
E. Zoning. Purchaser hereby acknowledges the terms of the Elk Grove Zoning
Ordinance as a portion of the Law. Purchaser shall, promptly apply for sufficient
relief under the Zoning Ordinance to permit Purchaser to construct the Intended Use
at the Property. Seller shall promptly prosecute all necessary applications and
petitions filed by or on behalf of Purchaser pursuant to this Section.
F. Subdivision. Purchaser hereby acknowledges that any subdivision of the Property
must be approved by the Village. Purchaser shall, at its sole cost and expense, take all
reasonable steps, including prosecuting all necessary applications or approvals, to
subdivide the Property as discussed herein and shall promptly deliver any and all
required documents, including the Plat of Subdivision, to the Village for
consideration in conformance with applicable Law. Seller shall promptly prosecute
all necessary applications and petitions filed by or on behalf of Purchaser pursuant to
this Section.
19. Condemnation. In the event that between the Effective Date and the Closing Date any
condemnation or eminent domain proceedings are initiated that might result in the taking of
any part of the Property, Purchaser shall have the right to terminate this Agreement and have
the Earnest Money returned to it, in which event the rights and obligations of the Parties
under this Agreement shall cease with the exception of those specifically exempted therefrom
pursuant to the provisions of this Agreement.
15
20. Brokerage. Neither the Seller nor the Purchaser have authorized any broker to act on its
behalf in respect of the transactions contemplated hereby. Purchaser shall indemnify and save
Seller harmless from any claim by any broker or other person for commissions or other
compensation for bringing about the transaction contemplated hereby where such claim is
based on the purported employment or authorization of such broker or other person by
Purchaser. Notwithstanding anything contained in this Agreement to the contrary, the terms,
provisions, conditions and indemnifications of this Paragraph shall survive Closing and the
delivery of the Deed or the termination of this Agreement for a period of twelve (12) months.
21. Default.
A. Any of the following not cured within fifteen (15) business days following written notice
of the same, will constitute an act of default hereunder by Seller:
i. Seller's failure to deliver the Deed or any of the required documentation at the
Closing;
ii. Seller's material misrepresentation or material breach of any representation or
warranty; or
iii. Seller's failure to perform any of its material obligations hereunder to the
extent any obligations are required to be performed before the Closing.
B. Any one of the following not cured within fifteen (15) business days following written
notice of the same, will constitute an event of default by Purchaser:
i. Purchaser's failure to deliver the balance of the Purchase Price or any of the
required documentation at the Closing;
ii. Purchaser's material misrepresentation or material breach of any
representation or warranty; or
iii. Purchaser's failure to perform any of its material obligations hereunder.
22. Remedies.
In the event that Seller fails to comply with any of the material obligations to be
performed by Seller hereunder, on or prior to the Closing Date, after any applicable
cure periods, and Purchaser is not in breach or default of its obligations hereunder,
then Purchaser may, as Purchaser's sole remedy, elect to either: (i) terminate this
Agreement and receive a refund of the Earnest Money; or (ii) seek specific
performance of the Agreement. In no event shall Seller be liable to Purchaser for any
third party damages including, without limitation, any loss or damage suffered by
Purchaser in connection with any agreement or understanding with any third party
with respect to the use, lease or purchase of the Property.
In the event that Purchaser fails to comply with any of the obligations to be
performed by Purchaser hereunder, on or prior to the Closing Date, after any
applicable cure periods, and Seller is not in breach or default of its obligations
16
hereunder, Seller shall have the right to terminate this Agreement, retain the Earnest
Money as liquidated damages as Seller's sole remedy at law or in equity. The Parties
agree and acknowledge that the (A) retention of the Earnest Money is a reasonable
and not punitive remedy; (B) actual damages would be difficult or impossible to
determine or quantify; and (C) there is no superior remedy available to Seller in the
event Purchaser breaches hereunder prior to the Closing.
The Purchaser agrees to construct the Development in substantial compliance with
Exhibit E. In the event that Purchaser fails to complete the Development in
accordance with Exhibit E, the Village shall not be obligated to issue any zoning or
construction approvals or permits for the Property.
23. Notices. Unless otherwise provided herein, all notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing and shall be
served on the Parties at the following addresses:
To Seller: Elk Grove Village
901 Wellington Avenue
Elk Grove Village, 60007
Attn: Office of the Village President
With a copy to: Del Galdo Law Group, LLC
1441 S. Harlem Avenue
Berwyn, Illinois 60402
Attn: Michael T. Del Galdo
Facsimile: 708-222-7001
To Purchaser: Tonne Grove, LLC
c/o Nicholas Papanicholas
1001 Feehanville Drive
Mount Prospect, IL 60056
c3 i cki rnn ich o 1 as foc.com
With a copy to: Carolyn Strahammer, Esq.
1001 Feehanville Drive
Mount Prospect, IL 60056
cttrahammer@nicholasfoc.com
To Title Company: NBBT Title707 Skokie Boulevard, Suite 600Northbrook,
Illinois 60062 Attn: William Andrews
wpandrews@nbbtitle.com
17
Any such notices shall be either (i) sent by certified mail return receipt requested, in which
case notice shall be deemed delivered three (3) business days after deposit, postage prepaid,
in the United States Mail, (ii) sent by overnight delivery using a nationally recognized
courier, in which case notice shall be deemed delivered one (1) business day after deposit,
with such courier, (iii) sent by facsimile, in which case notice shall be deemed delivered
upon transmission of such notice as evidenced by the facsimile transmission report, or (iv) by
personal hand delivery or by e-mail, in which case notice shall be deemed delivered at the
time of the personal hand or e-mail, as applicable.
24. Attorneys' Fees. In the event that either Party shall bring an action or legal proceeding for an
alleged breach of any provision, representation, warranty, covenant or agreement set forth in
this Agreement or to enforce, interpret, protect, determine or establish the meaning of any
term, covenant or provision of this Agreement or to establish a Party's rights or obligations
hereunder, the non -prevailing party shall reimburse to the prevailing party its costs and
expenses incurred in connection therewith.
25. Miscellaneous. The Parties agree to the following terms and provisions:
A. Time is of the essence of this Agreement. In the event that Closing does not occur
within one (1) year of the Execution Date, the Village may elect to terminate this
Agreement for any cause or no cause. In such event, the Earnest Money will be
returned to Purchaser and this Agreement shall terminate and be of no further
effect.
B. The headings used herein form no substantive part of this Agreement, are for the
convenience of the Parties only, and shall not be used to define, enlarge or limit any
term of this Agreement.
C. Except as herein expressly provided, no waiver by a Party of any breach of this
Agreement by the other Party shall be deemed to be a waiver of any other breach by
such other Party (whether preceding or succeeding and whether or not of the same or
similar nature), and no acceptance of payment or performance by a Party after any
breach by the other Party shall be deemed to be a waiver of any breach of this
Agreement or of any representation or warranty hereunder by such other Party,
whether or not the first Party knows of such breach at the time it accepts such
payment or performance.
D. No failure or delay by a Party to exercise any right it may have by reason of the
default of the other Party shall operate as a waiver of default or as a modification of
this Agreement or shall prevent the exercise of any right by the first Party while the
other Party continues to be in default.
E. Construction and interpretation of this Agreement shall at all times and in all respects
be governed by the laws of the State of Illinois, without regard to its conflicts of laws
principles. Both of the Parties acknowledge that they have had an opportunity to
review and revise this Agreement and have it reviewed by legal counsel, if desired,
and therefore, the normal rules of construction, to the extent that any ambiguities are
18
to be resolved against the drafting Party, shall not be employed in the interpretation of
this Agreement.
F. If any term, covenant or condition of this Agreement is held to be invalid or
unenforceable in any respect, such invalidity or unenforceability shall not affect any
other provision hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.
G. No agreement, amendment, modification, understanding or waiver of or with respect
to this Agreement or any term, provision, covenant or condition hereof, nor any
approval or consent given under or with respect to this Agreement, shall be effective
for any purpose unless contained in a writing signed by the Party against which such
agreement, amendment, modification, understanding, waiver, approval or consent is
asserted.
H. Neither this Agreement, nor a memorandum thereof, shall be recorded.
Purchaser shall, in good faith and at its sole cost and expense, apply for and pay all
fees and expenses for any all Governmental Approvals, including but not limited to,
building and occupancy permits and inspections, business licenses, zoning approvals,
and any other permits, licenses or approvals as may be required by the Village Code,
as may be amended.
J. If the final day of any period or any date of performance under this Agreement falls
on a Saturday, Sunday or legal holiday, then the final day of the period or the date of
such performance shall be extended to the next business day. All time periods set
forth herein expire at 11:59 p.m. on the date of expiration.
K. The effective date of this Agreement (the "Effective Date") shall be the later of: (a)
the date of signature of Seller; (b) the date of signature of Purchaser; or (c) the date
Seller provides written evidence to Purchaser of the execution and adoption of
authorizing legislation by the Village President and Board of Trustees of the Village,
as set forth is this Agreement.
L. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. A signature affixed to this Agreement and transmitted by facsimile or
electronic mail shall have the same effect as an original signature.
M. The recitals set forth in the preambles to the Agreement are hereby incorporated as if
fully restated herein.
N. Where permitted, all documents to be delivered hereunder shall be fully executed
prior to the presentation and delivery of each to ensure the enforceability and
effectiveness of the same. The Parties agree to exchange all documents required for
the Closing at a reasonable time prior to the Closing to allow each Party to review all
relevant documentation.
19
O. This Agreement shall be a valid and binding obligation of Seller only after execution
and the adoption of authorizing legislation by the Village President and Board of
Trustees of the Village, a copy of which shall be attached hereto as Exhibit F,
following adoption. In the event that such execution and adoption does not occur
within thirty (30) days after Purchaser's execution of this Agreement, then this
Agreement shall be deemed null and void and the Earnest Money shall be returned to
Purchaser. Purchaser shall remit a signed copy of this Agreement to Seller within one
(1) business day following Purchaser's execution of the same.
P. All schedules and exhibits are incorporated herein by this reference.
26. Assignment. Prior to the Closing, Purchaser may assign this Agreement, and, upon written
notice of the same to Seller, be relieved of liability hereunder, to a franchisee (as defined in
the Franchise Disclose Act of 1987 (815 ILCS 705/1, et seg.)) of Purchaser or to an entity
controlling, controlled by or under common control with Purchaser, or an entity that
subsequently becomes a franchisee of Purchaser, for the purpose of constructing and
operating the Intended Use. In no event may Purchaser assign this Agreement to any tax
exempt entity. The Parties acknowledge that any assignment to a franchisee of Purchaser, or
an entity that subsequently becomes a franchisee of Purchaser, as defined herein, (an
"Assignee") shall contain a clause allowing Purchaser, using commercially reasonable
judgment, to void the assignment, in the event Purchaser determines that the Assignee is not
diligently pursuing its obligations under the terms of this Agreement, and thereafter
Purchaser may purchase the Property directly from Seller under the terms of this Agreement,
provided that Purchaser may extend the Closing for a period of no greater than forty five (45)
days, if necessary, to obtain all civil, engineering and architectural plans and permits that
may be in the possession of assignee. If Purchaser exercises its rights to "recapture" the
assignment, then it shall provide written notice of the same to Seller and the Assignee shall
be deemed to have assigned and quitclaimed to Purchaser all of the Assignee's rights and
interests in the Agreement, the Property, the title commitment, and any and all property -
related permits, architectural and civil drawings. Except as otherwise set forth in this Section,
this Agreement shall not be assigned by Purchaser without Seller's express written consent.
[SIGNATURES APPEAR ON NEXT PAGE]
20
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
Date: _TI411 _ 1 _• 2026
Date: �'�' KC f U .2026
PURCHASER:
By: TONNE GROVE, LLC, an Illinois
limited liabiliglcompanyl _ J
ULAW/I AIVA1 112UKM1•i
r r'
SELLER:
VILLAG F ELK ROVE VILLAGE,
AN I No IS
ivIU 4 CIPAL
CO PO
R4TION
Name:
Title: �
IN WITNESS WHEREOF, Grantor has caused its name to be duly signed to this
Special Warranty Deed as of the day and year first above writ1p.,
VILLAGE OF ELK G
an Illinois municipal cy
M.
STATE OF ILLIINOIIS
COUNTY OF 000k-
Name:
Title:
GE, ILLINOIS
I, the undersigned, a Notary Public, in and for the State aforesaid, do hereby certify
that (I, the C L LK of the Village of
Elk Grove Village, Illinois, an Illinois municipal corporation, appeared before me and
acknowledged that he signed and delivered the said instrument as his own free and
voluntary act and as the free and voluntary act of said company for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal thisl6LIay of _, 2026.
dl� k*1 '
Notary Public
My Commission Expires:
UAL
Mail Tax Statements to: C@AOldbo
� , f
M,�r�Wn, 1M1Nr�tt.�
EXHIBIT A
LEGAL DESCRIPTION
Commonly Known as: 600 E Elk Grove Boulevard
Parcel Identification Numbers: 08-33-203-05 1 -0000 and 08-33-203-050-0000
Legal Description:
LOT 1752 (EXCEPT THAT PART TAKEN FOR LOT 1 IN BETTER LIVING
SUBDIVISION NUMBER 2) IN ELK GROVE VILLAGE. SECTION 4, BEING A
SUBDIVISION IN THE SOUTH 1/2 OF SECTION 28 AND THE NORTH 1/2 OF
SECTION 33, TOWNSHIP 41 NORTH, RANGE 11. EAST OF THE THIRD
PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED
SEPTEMBER 23, 1958 AS DOCUMENT 17326441 AND FILED IN THE OFFICE
OF THE REGISTRAR OF TITLES ON SEPTEMBER 23, 1958 AS DOCUMENT
LR 1819395, IN COOK COUNTY, ILLINOIS.
AND
THE SOUTH 89.83 FEET OF THE FOLLOWING TRACT OF LAND IN THE
NORTHEAST'A OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 11, EAST OF
THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:
THE EAST 301.80 FEET, AS MEASURED ALONG THE NORTH LINE OF, OF
THE NORTH 132.12 FEET, AS MEASURED ALONG THE EAST LINE, OF THE
NORTHEAST QUARTER OF SAID SECTION, (EXCEPT THE EAST 100 FEET
AS DEDICATED FOR STREET) IN COOK COUNTY, ILLINOIS.
Estimated Area: 2.685 Acres
EXHIBIT B
TONNE GROVE PROGRAM GUIDELINES
Tlie Village of Elk Grove Village Resident
Purchase Incentive Program Guidelines
1. Program Overview
1.1 Tonne Grove Development
The Village of Elk Grove Village (the "Village"), in partnership with Nicholas & Associates, Inc.
(the "General Contractor") and Tonne Grove, LLC (the "Developer"), is creating a new single-
family residential community called the Tonne Grove Development (the "Development") on the
property located at 600 Elk Grove Boulevard (the "Property").
The Village will transfer the entire Property to the Developer, who will subdivide it into twenty
(20) individual residential lots. The Developer will then construct a new single-family home on
each lot (a "Home/Lot Package"), with homes offering varying levels of affordability, and in
accordance with the Tonne Grove Plan and Specification dated , 2026 (the "Plan"),
attached hereto and incorporated herein as if set forth in full.
1.2 Elk Grove Village Resident Purchase Incentive Program
To encourage owner -occupancy, neighborhood stability, and long-term residency, the Developer
will first offer the Home/Lot Packages to eligible Village residents (as further described in
Section 2 below) on July 18, 2026 (Time TBA) through the Elk Grove Village Resident Purchase
Incentive Program (the "Program").
At the sale and closing of each individual Home/Lot Package to the new homeowner, the
property deed will include a restriction to prevent sale, except in extenuating circumstances as
approved by the Villages's independent attorney, for five (5) continuous years from the date of
closing. (the "Deed Restriction"). Examples of extenuating circumstances may include but are
not limited to; job transfer more than fifty (50) miles, death, military deployment, mortgage
foreclosure and bankruptcy.
Regardless of whether a Home/Lot Package is sold to an eligible Program Participant, each home
must be conveyed with the Deed Restriction and in accordance with the Plan.
2. Eligibility Re uiremeuts
To participate in the Program, applicants must be a current resident of Elk Grove Village.
Notwithstanding the foregoing, the following individuals are not eligible to participate under any
circumstances:
• Village elected officials;
Village Manager;
Village Attorney;
■ Deputy Village Manager;
■ Assistant Village Manager;
■ Village Clerk;
■ All Village Department Heads;
• All individuals with an ownership interest in Developer and its subsidiaries; and
Any household or immediate family member of the above, including spouses, parents,
siblings, children (including stepchildren), and their respective spouses
3. Ticket Drawing System
The Program will use a public Ticket Drawing System to select participants for Home/Lot
Package purchases.
3.1 Registration
On May 26, 2026, the Developer will launch and begin promoting a Tonne Grove website that
will include an informational sign-up for interested residents. All interested residents will be
contacted to complete a Registration Package, which will include a link to a pre -approval process
conducted by a mortgage lender. The mortgage lender will collect and verify confidential
information, including proof of residency to ensure that the resident is "Qualified."
3.2 Ticket Submission
On the day of the drawing, each Qualified resident, or a designated representative identified on
the Registration Form ("Designee", will check in and be required to present a valid government -
issued identification and a cashier's check in the amount of $2,500.00. The name of each
confirmed Qualified resident will be tendered a ticket which will be entered into the drawing (the
"Ticket").
3.3 Ticket Drawing and Selection
Once all Tickets have been deposited into the Ticket Drawing System, tickets will be drawn.
With each drawn Ticket the Qualified resident or Designee will be given five (5) minutes to pick
a Home/Lot Package. If the Qualified resident or Designee picks a Home/Lot Package, he/she
will immediately sign a purchase agreement and the related forms, hand over his/her cashier's
check as a deposit and that Home/Lot Package will be removed from the available list. If the
Qualified resident or Designee chooses not to pick a Home/Lot Package within the five (5)
minute period, he/she will forfeit his/her position. This process will continue until either all
Home/Lot Packages are sold or all Tickets are drawn, whichever comes first. If there are more
Tickets remaining after all the Home/Lot Packages are selected, those Tickets will all be drawn
to create a prioritized waiting list for the unlikely event that a Qualified buyer cancels or cannot
close.
4. Disclaimer
This Program is a promotional incentive designed to encourage owner -occupancy, neighborhood
stability, and long-term residency in Elk Grove Village. It is not a lottery, raffle, or gambling
activity under Illinois law. Winners are selected based on program criteria, not purely by chance.
Participation in the Program constitutes acceptance of these official rules and terms. In the event
that not all of the homes are sold through the Ticket Drawing System, any remaining homes will
be available for purchase on the open market to potential purchasers, with no geographical
restriction.
EXHIBIT C
SITE PLAN
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EXHIBIT D
PLAT OF SUBDIVISION
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EXHIBIT E
TONNE -GROVE PROJECT PLAN AND SPECIFICATIONS DATED JUNE 2026
L*AA
NICHOLA5
WINGSPAN
DEVELOPMENT GROUP
ELK GROVE VILLAGE
TONNE GROVE - SINGLE FAMILY HOMES
JUNE 2026
nICH0LAS WINGSPAN
CLUE
20 units
Site Plan
b o u l e v a r d
Tonne Grove - Single Family Homes
m
0
1 t ]
Plan A Plan B. Plan C:
12B65F+ 17135F20015F+
444 5F Garage 424 5F G—ge 444 5F G—ge
(3) Total Lots (11) Total Lots (6) Total Lots
Tonne Grove - Single Family Homes
NICHDL�4S WINGSPAN
p[Wowy Hf qpy
Plan A I Farmhouse Perspective Sales Price = $466,000
Rare
tat
I N'd
H IC HOLAS I WINGSPAN
pSvQ1 R�✓� �* GnW/
Tonne Grove - Single Family Homes
Right Elena n Rear Elevasion Left Elevation
S-1. 3M 6-• 1,-V S.Ie 3116"=1'-0" Swle 3116-=1'-0"
DECOR
5otm,
Plan A I Farmhouse Elevations
NOTE Dlmenslons and sp—flutl ons a.e approxlmale a,d subject to change
Front Elevation
S—Ie 114" = 1'-0'
INGLES . urtnc na.nn..
IYL BOARD AND BATTEN SIDING
VOOW AWNING WITH BRACKETS
GINEERED TRIM
IYL SINGLE -HUNG WINOOWS
'YL LAP SIDING
31NEERE0 TRIM
Sales Price = $466,000
144
L`
N�c�oL�s 1 WINGSPAN � Tonne Grove -Single Family Homes
M I � 1 Gb e.,
Plan A I Traditional Perspective Sales Price = $466,000
NOTE: Dlmenslons and sp,cIfI- lons are appr,,I,,t, and subject to change
N� Tonne Grove - Single Family Homes
NIC*10 LA'j WINGSPAN
W VELOPMENT 6ROl1P
r
Riahl Elevation Rear Elevation Left Elevation
Scale 3116"=1'-0" Scale 3116"=V-0" Scale 311W=1'-0"
DECOR
SHUTTI
Plan A I Traditional Elevations
NOTE. Dlmenslons and specific, Mans are app—innate and s,bj,a I, change
Front Elevation
Scale 1/4'=1'-D"
CHITECTURAL ASPHALT
INGLES
IYL LAP SIDING
GINEERED TRIM
iYL SINGLE -HUNG WINDOWS
:ORATIVE SHUTTER
CK VENEER 0 CAST STONE SILL
Sales Price = $466,000
84d
Tonne Grove - Single Family Homes
WINGSPAN
NICHOLAS
C-0"
Patb
7t
or.
Ij
2-Car Lamp
Blly
Zen"
1206 5F 1.
44414P GAI'gej
Main
Floor Plan
Plan A 11,286 SF Ranch - 2-BR 2-BA 2-Car Garage
Sales Price = $466,000
NOTE DI. —I. -and sp—fi----pp,..I.— and-bjecl to change
Nd Tonne Grove - Single Family Homes
nc�ar►►s WINGSPAN
Plan B I Farmhouse Perspective Sales Price = $495,000
NOTE Dlmens-s and sp,c,ncallons are approxlmale and subject h, change
NICHOLAS WINGSPAN
Tonne Grove - Single Family Homes
Right ElevaOOn - From Right Elevation RearEleuation Left Elevation
Scale 311 G' = 1'-0' 5.0. WICP - V 01 S_, _"1 - f-p" Scale 3116" = V-0'
DECORATIVE
LOUVER
Trier Floor_ _
N�:IL
`
Front Elevation
scale 114' = 1'-G"
Plan B I Farmhouse Elevations
NOTE Dl menslans a nd,pacll-HIns are appro 1-1, ands bleclto change
CTURAL ASPHALT
S
iARD AND BATTEN SIDING
REDTRIM
AVJNING NIITH BRACKETS
RED TRIM
1GLE-HUNG WINDOWS
SIDING
REDTRIM
Sales Price = $495,000
191
Tonne Grove - Single Family Homes
NlceotA5 WINGSPAN
.r�o.-r.r ravu.
Plan B I Traditional Perspective Sales Price = $495,000
NOTE: Olmenslons Intl sp,dflcallons are approxlm— Intl subject (I change ,�
HICll0LAS WINGSPAN
acvc r cwcH • Il.eu�
Tonne Grove - Single Family Homes
Ricibi Elevation - Front Rich[ EleyatiQrl Rear Elevation Left Elevation
Swle 3/16" = 1'-D" Swle 3/16' = 1'-0" Scale 3116" = V-D" Scale 3116" = 1'-0"
DECORATIVE
rJl1R FSR
m ii U�.per Flon-_-
un Floor
Front Elevation
Plan B I Traditional Elevations
NOTE Onn._ ns and spec 0-1Ins ane approximate and -bled lI change
CTURAL ASPHALT
S
TIVE LOUVER
:RED TRIM
:RED PANEL 8 TRIM
:RED TRIM
VGLE-HUNG MNDCM
P SIDING
:NEERv CAST STONE SILL
Sales Price = $495,000
1114
a�cHosas WINGSPAN
Tonne Grove - Single Family Homes
Paae
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Bedrdorn
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g Of
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2-Car Garage
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Hallwa
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Entry
3� c
YP1t!�1
Den
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_
—
�^I}—
3
846 SF (.424 SF Gerag.)
867 SF
Main Floor Plan
Upper Floor Plan
Plan B 11,713 SF 2-Story - 3-BR + Den / 2.5-BA / 2-Car Garage
NOTE Dlmenslans and sp—flcatl ons are appraxlmate and subl,d t, change
Sales Price = $495,000
112•
N.Ad Tonne Grove - Single Family Homes
011CH0LA5 WINGSPAN
Plan C I Farmhouse Perspective Sales Price = $508,000
NOTE: Dirn—sons and spenfi-1— are appr,xt,,Ie and subj— to change
r a31
N�c�o�Fs WINGSPAN
=,.,a1 —
Tonne Grove - Single Family Homes
Righl Eleyall2n- Frontage Right Efevatitln Rear Elevation Left Elevation
Scale 3116' = 1'-0" Scale 3116" = 1'-D' Scale 3116" - 1'-0" Scala 3/16" = 1'-0"
Front Elevation
Scale 1/4"=1'-D"
Plan C I Farmhouse Elevations
NOTE: Dimensions and speclflcallons are approxlmale and sublecl to change
To I��ALT
E5
3DARD AND BATTEN SIDING
19111 "
W AWNING WITH BRACKETS
:EKED TRIM
TINGLE -HUNG WINDOWS
AP SIDING
'.ERED TRIM
Sales Price = $508,000
4
� Tonne Grove - Single Family Homes
sicHotAS WINGSPAN
ncw.nw.rl.. never
Plan C I Traditional Perspective Sales Price = $508,000
NOTE Dlmenslons and sp,clflcallans are .pp,,Xlmale and subject to change
NAd
NICHOLAS WINGSPAN
ftww-4— wq1.
Tonne Grove - Single Family Homes
Riohl Eieupjlm - Frontage MOM Elevation Rear Elevation Left Elevation
.S.pw 3MIr . FT ScaF 3n6, • 1--0- Scale 3116' = 1'-0" Scale 3116" = V-Y'
Front Elevation
Scale 114" = V-w
Plan C I Traditional Elevations
NOTE: Dlmen-- antl speclllcallons are appr..I..W antl -b,— fp change
-ECTIIRALASPHALT
ES
ATIVE LOUVER
:ERED TRIM
.AP SIDING
:ERED TRIM
TINGLE -HUNG WINDOWS
ATIVE SHUTTER
/ENEER w/ CAST STONE SILL
Sales Price = $508,000
1161
o� Tonne Grove - Single Family Homes
NICHOLAS WINGSPAN
O IOPME„•GROUP
878 SF (+444 SF Gerege)
Main Floor Plan
39 V
' Bedroom'Bedroom z'
..
fleet .+ tee, • �' J
m TU
6.— 't.71•�f1Li' H6a_awuary j'
alBedrbom:a
1123 SF
Upper Floor Plan
Plan C 12,001 SF 2-Story - 4-13R + Den / 2.5-13A / 2-Car Garage Sales Price = $508,000
NOTE Dimenslans and,pecif—h-, a—pphunnnale and sublet 1, change
17,
EXHIBIT F
LEGISLATION