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RESOLUTION - 42-26 - 6/16/2024 - Purchase & Sale Agreement
RESOLUTION 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 is 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 16t' day of June 2026 APPROVED this 16" day of Ju: ATTEST: 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 _ Dated:, -� 1 72026 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 irk 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 Closing. 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: 3 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 Closin . 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 M 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 ExpenseslMunicipal 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 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. Survey 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. 6 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. Inspection/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 7 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. 8 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. 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 Obligation 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 Property_. 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. 13rokerage. 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 n i cki rnn i c ho lasfoc.coEn With a copy to: Carolyn Strahammer, Esq. 1001 Feehanville Drive Mount Prospect, IL 60056 cstrahammer@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. MisceIlaneous. 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. I. 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] P IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. Date: I bt [�.. • 2026 Date: LI.hQ, ( U - 2026 PURCHASER: By: TONNE GROVE, LLC, an Illinois limited liahifityyec npanyt i ■14IVA21rr�[s!_11•i SELLER: VILLAG F ELK AN I NOIS MUN CO PORATION j Name: Title: l AL VILLAGE, 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 written, VILLAGE OF ELK GLOVE an Illinois municipal cQ/rporade M. STATE OF ILLINOIS COUNTY OF &L Name- Title: GE, ILLINOIS I, the undersigned, a Notary Public, in and for the State aforesaid, do hereby certify that Q 1r1 the hja wcr of the Village of Elk Grove 14illage, 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 thisl6Llay of 2026. Notary Public My Commission Expires: umm Mail Tax Statements to: Nirw1�R w��ww�� hirrr� tt.fp� 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'/4 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 The Villa a 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 uirements 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 EXHIBIT D PLAT OF SUBDIVISION FINAL PLAT OF ELK GROVE BOULEVARD SUBDIVISION TOUNV AVENUE FINAL PLAT OF n ELK GROVE BOULEVARD_ SUBDIVISION PROPOC rO „OT rnNFIGURATION = i ----r ...... . T' �.,.. r .... .... ..... - LOTS's L ! 1 Lora r I cvrr J' I E I '{ aoLs 13 I LOTS 3m� r l ! I 1 #1 I o J L--- �� o o _r r,A +• w ram... �.,, .. - a cc r r \ ROCRWELL LANE •K� 13 i LOT .,y ih ,� �^ .-.-'....... •.-....-..i. i`�•S� f r l' 1+•1 torn 1 7�—�� �'�:K'H:z:;s ��� � I srL LOT L I: ! Lon I O ��•" r l Is f LOTL. I` I Lars 1_ { Lera t l i I _- 1- ' r LOT La i :"- - .. - --. -. .. ---•- -- -I f s 1 1 != r LOT LT LOT Le j LOT L3 iCl laYro� ?OULEVARD � ' FINAL PLAT OF ELK GROVE BOULEVARD SUBDIVISION ' Or ...M CERTIFICATE -dr 'jota FOR REVIEW PURPOSES ONLY EXHIBIT E TONNE -GROVE PROJECT PLAN AND SPECIFICATIONS DATED DUNE 2026 NICHOLAS LAAL ,*,od WINGSPAN DEVELOPMENT GROUP ELK GROVE VILLAGE TONNE GROVE - SINGLE FAMILY HOMES JUNE 2026 N"Oof NICHOLAs WINGSPAN nm.nt.aw+r•.• anlwa• CLUS 20 units Site Plan b o u l e v a r d Tonne Grove - Single Family Homes m 0 c c 0 R $ C � t 7 Plan A Plan 6: Plan C: 1286 SF + 1513 SF• 2001 SF+ 444 SF Garage 424 SF Garage 944 SF Garage (3) Total Lots (11) Total Lots 16) Tlal Lats 8,d Tonne Grove - Single Family Homes Nr C H 0 L A S WINGSPAN Plan A I Farmhouse Perspective Sales Price = $466,000 NOTEDlmenslons and spe,ificat—, are appra 1,- and subfecl to change NAd H ItCH0L AS WINGSPAN DEVELOOMlNT D�DU� Tonne Grove - Single Family Homes alRi hl vast Rear Elevaton Left Elevation YI✓f'+ a." scale 311E-V-0" Scale 311 B"-1'-0" DECOR LOUVE •OWW Plan A I Farmhouse Elevations NOTE Dlmenslons and speollc,t-, are appro —I, and subject la change Front Elevation Scale 114" - 1'-0" I111L no"nnLi INGLES IYL BOARD AND BATTEN SIDING 400W AWNING WITH BRACKETS GINEERED TRIM 'YL SINGLE -HUNG WINDOWS A;.jRln TRIP Sales Price = $466,000 '4�t� � WINGSPAN Tonne Grove -Single Family Homes N 1 C H O L A 5 neon nvurlr, caw. Plan A I Traditional Perspective Sales Price $466,000 NOTE: Dlmensl,,, and speclflc,t-, are apprw1male and -bled la change �fJL''jej ' -11lud NN I C M O LEA 5 I WINGSPAN es w Lveurw r awou. Tonne Grove - Single Family Homes Right Elevaton Rear Elevaii9_n Left Elevation Scale 3/16" = 1'-0" S.I. 3116" = 1'-0" Scale 3116" = 1'-0" OEWR ewvrn Plan A I Traditional Elevations NOTE Olmenslans and speclllcahons are app,ml—, and subj— to change Front Elevation Scale 114' = 1'-D" GIREMRAL A5P N l NGLES IYL LAP SIDING SINEERED TRIM YL SINGLE-MDNG WINDOWS GK VENEER w/ CAST STONE SILL Sales Price = $466,000 elJj 8,d N I CN I Cli a L AS A S WINGSPAN 1286 SF (+444 SF Garege) Main Floor Plan Plan A 11,286 SF Ranch - 2-BR / 2-BA / 2-Car Garage NOTE: Dlmenslens and,petlhcatl— are app,,xlmat, and subject to change Tonne Grove - Single Family Homes Sales Price = $466,000 t� Tonne Grove - Single Family Homes NICHOLAS WINGSPAN hh�t c O��h' r04� Plan B I Farmhouse Perspective Sales Price $495,000 NOTEDimensions and spenf—LIons are appro wh— and subject to change ti'd N i CH OL ASO�L AS WINGSPAN Tonne Grove - Single Family Homes Rloht Elevation-Fronpac: Rich[ Elevation Rear Eley.Xi Left Elevation 5r lv y14' • 1-•0' Scale 3/16' = 1'-01 Scale 3116" = 1'-0" Scale 3116" = 1'-0" DECORATIVE LOUVER it pare �\ it uyper F_oor— — 1J 3 �1iL irl E Front Elevation s.le 114' = V-0" Plan B I Farmhouse Elevations NOTE DI,-1—s and spec- ati—a re approximate a ad subject to change CTURAL ASPHALT 6 IARD AND BATTEN SIDING REDTRIM ANINI NG NIITH BRACKETS REDTP.I.M —E-HUNG rWNDCWS P SIDING RED TEHa Sales Price = $495,000 t9l JC��� Tonne Grove - Single Family Homes HO WINGSPAN -GLOP-T GROUP Plan B I Traditional Perspective Sales Price = $495,000 NOTEOlmenslons and speclflcallOns are appraxlmale and subject ro change 1101 8-d stctint AS WINGSPAN Tonne Grove - Single Family Homes Right Elevation - Frgnja-ge Right ©ayabon Rear Elevatlsxc Left Elevation Scale 3/16' = 1'-0" S.I.l3/16" = 1'-O" S.I.l3I16' = V-D" S.I. 3/16-= V-D" DECORATIVE SHUTTER -- ` Tr Uyfer claor -_ 5 _ X � Tl Main Fbor Front Elevation style 1/4" = V-0" Plan B I Traditional Elevations NOTE 01—Stuns antl speclflcallons are approzlmale antl subject to change :CTURAL ASPHALT & TIVE LOUVER ENGINEERED TRIM ENGINEERED PANEL & TRIM ENGINEEREDTRIM VINYL SINGLE -HUNG WN00W5 VINYL LAP SIDING BRICK VENEER vrl CAST STONE SILL Sales Price = $495,000 NICHOLAS' WINGSPAN DEVELOPMENT GR9UP Jr'V! hj& Pwdr 1 %&t*n Greal Room I -- ni (+•^r3 � � � Ip }. O.E E — f -EnNr7G.ra yDeanP=h' 846 SF (t424 SF Garage) Main Floor Plan Plan B 11,713 SF 2-Story - 3-BR + Den / 2.5-BA / 2-Car Garage NOTE Dlmem—s and sp-hc t-5 are app—mat, and s,bl— ro change k Tonne Grove - Single Family Homes 867 SF Upper Floor Plan Sales Price = $495,000 1121 NAd Tonne Grove - Single Family Homes !!I[HOLAS WINGSPAN O IOPMENT GROUP Plan C I Farmhouse Perspective Sales Price = $508,000 NOTE. Olmenslons and sp—McaLl ,are appro1-1, and subject to change nlrlao��s WINGSPAN a.�e DR,.I,•H, oa.�t.� Tonne Grove - Single Family Homes Riohl Elevation - Fmntan Rlohl Elevation Rear Elevation Left Elevation 5w1e 3/16' = 1'-0" s a1. 39r • I'�' Swle 3116' = 1'-0" Scale 3116-= 1'-0" ` T/Place Plan C I Farmhouse Elevations NOTE Dlmenslons and specllicahons are approximate and subject to change Front Eleva ion Scale 1 IA" =1'-0" ECTNRAL ASPHALT .ES IOARD AND BATTEN SIDING ERED TRIM W AWNING WITH BRACKETS EREDTRIM 'piGLE�MQ'h11ma's AP SIDING EREDTRIM Sales Price = $508,000 1141 NAd Tonne Grove - Single Family Homes r�i[Hot+►s WINGSPAN OevELO—NT GROUP Plan C I Traditional Perspective Sales Price = $508,000 NOTE: Dimenslans and spedflcel—, are apprmlm—and subject to change AAllt� Tonne Grove - Single Family Homes teec>♦a�Ms WINGSPAN wCn- 4na Ri hi EI v 1 n - Fronlage Rior11 ElEvvalion Rear Elevation Left Elevation Scale 3116' = 1'-D" $cal• Y 6 • r'•O' Scale 3/16" = V-0" Scale 3/1 G" = 1'-T miml Plan C I Traditional Elevations NOTE: Dimensions a,d specifications are approximate and Subject to change Front Elevation Scale 1M = 1'-0- 'ED URAL ASPHALT ES ATIVE LOUVER ERED TRIM AP SIDING ERED TRIM TINGLE -HUNG WINDOWS ATIVE SHUTTER /ENEER v CAST STONE SILL Sales Price = $508,000 MAL Nad NICHOLAS WINGSPAN —F., Gaoao - J jLL Kitchen � ` � •� I• f I G,E saw`��� 4� IIYY i pP`z w Great Room lit 878 SF jr444 SF Garage) Main Floor Plan Plan C 12,001 SF 2-Story - 4-BR + Den / 2.5-BA / 2-Car Garage NOTE Olmens-s Intl speclhcanons are approximate and subject to change Tonne Grove - Single Family Homes 1123 SF Upper Floor Plan Sales Price $508,000 EXHIBIT F LEGISLATION