HomeMy WebLinkAboutORDINANCE - 3216 - 10/13/2009 - 321 BOND STREET/REAL ESTATE SALES CONTRACT/GULLO INTERNATIONALORDINANCE NO. 3216
AN ORDINANCE AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A REAL ESTATE SALES CONTRACT BETWEEN THE VILLAGE
OF ELK GROVE VILLAGE AND GULLO INTERNATIONAL DEVELOPMENT
CORPORATION (321 BOND STREET)
WHEREAS, the Village of Elk Grove Village is the owner of a 1.9 acre parcel of
property located at 321 Bond Street in Elk Grove Village; and
WHEREAS, said property has been utilized by the Village for a temporary police station
during the construction of the new Village Hall Complex; and
WHEREAS, with the completion of the new Village Hall Complex, there is not any
foreseeable need for the utilization of said property for municipal purposes; and
WHEREAS, the Village has conducted negotiations with several parties and has
received an offer to purchase said property for an amount equal to the fair market value of said
property; and
WHEREAS, the Village of Elk Grove Village is a home rule municipality as set forth
and defined by the Constitution of the State of Illinois and in addition is empowered to convey
real estate by private negotiation contract pursuant to Ordinance No. 1214 previously adopted by
the Village on April 25, 1978, provided that such contract is approved by a vote of 2/3rds of the
corporate authorities present and voting at the time such contract is approved.
NOW, THEREFORE BE IT ORDAINED by the Mayor and Board of Trustees of the
Village of Elk Grove Village, Counties of Cook and DuPage, Illinois as follows:
Section 1: That the Mayor is authorized to enter into a Real Estate Sales Contract
between the Village of Elk Grove Village and Gullo International Development Corporation for
the sale by the Village of a parcel of property consisting of approximately 1.9 acres, with
improvements thereon located at 321 Bond Street in Elk Grove Village and the Village Clerk is
authorized to attest to the signature of the Mayor on said contract, a copy of said real estate sales
contract being attached hereto and incorporated herein.
Section 2: That this ordinance shall be in full force and effect from and after its passage
by 2/3rds vote and approval according to law.
VOTE: AYES: 6 NAYS: 0 ABSENT: 0
PASSED this 13th day of October 2009.
APPROVED this 13th day of October 2009.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Ann I. Walsh, Village Clerk
Ord321 salescontractgullo.doc
REAL ESTATE SALE CONTRACT
1. GULLO INTERNATIONAL DEVELOPMENT CORPORATION, an Illinois
Corporation, having its principal office located at 1100 Landmeier Road, Elk Grove Village,
Illinois, 60007, or its assignee (the "Purchaser"), agrees to purchase at a price of One Million
Three Hundred Twenty Five Thousand and no/100 Dollars ($1,325,000.00) (the "Purchase
Price") on the terms set forth herein, the following described real estate, in Cook County, Illinois
(the "Property"):
Lot 79, 80, 81 and 82 and the West 91.21 feet of Lot 83 in Higgins Road Commercial
Subdivision, Unit No. 3, being a Subdivision in the West '/2 of Section 22, Township 41
North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois.
PIN's: 08-22-102-153-0000, 08-22-102-154-0000 and 08-22-102-155-0000
Address: 321 Bond Street, Elk Grove Village, Illinois 60067
2. THE VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal Corporation,
having its principal office located at 901 Wellington Avenue, Elk Grove Village, Illinois, 60007,
(the "Seller"), agrees to sell the real estate and the building/improvements thereon, described
above as the "Property", at the price and terms set forth herein, and to convey or cause to be
conveyed to Purchaser or its assignee by a recordable Special Warranty Deed, subject only to the
following, to the extent the same do not interfere, in Purchaser's sole discretion, with the
Purchaser's intended use or operation of the Property as an industrial facility with the
improvements exiting thereon as of the mutual execution of this Real Estate Sale Contract (the
"Contract") or with any other improvements thereto made subsequent to the same as approved by
Purchaser pursuant to the provisions of Paragraph 21 of this Real Estate Sale Contract, and to the
extent the same are acceptable to Purchaser pursuant to Purchaser's rights hereunder to review,
approve and/or object to any of the following matters: (a) covenants, restrictions, building lines,
private, public and utility easements, and roads and highways of record, if any; (b) special taxes
or assessments for improvements not yet completed as of the Closing; (c) any special tax or
assessment that is unconfirmed as of the Closing; (d) installments not due at the date of the
Closing of any special tax or assessment for improvements heretofore completed; and (e) general
taxes for the year 2011 and subsequent years including taxes which may accrue by reason of new
or additional improvements during such subsequent year(s).
3. Purchaser has paid Thirty Two Thousand and No/100 Dollars ($32,000.00) to
Chicago Title Insurance Company, as Escrowee, as a non-refundable, except as otherwise
provided herein, earnest money concurrent with signing this Contract (the "Earnest Money"), to
be applied toward the Purchase Price, and agrees to pay or satisfy the balance of the Purchase
Price in cash, plus or minus prorations, at the time of Closing. Said Earnest Money shall be
deposited in a Joint Order Escrow with Chicago Title Insurance Company for the mutual benefit
of the Parties and invested at the cost and discretion of the Purchaser, with all interest and
earnings thereon to be deemed to accrue to Purchaser as a part of such Earnest Money. Any cost
of the Joint Order Escrow shall be divided equally between the Parties. In the event the Closing
does not occur, as a result of a default by: (i) Purchaser, then the Earnest Money shall be retained
by Seller as liquidated damages, not as a penalty, but as Seller's sole and exclusive remedy, the
parties agreeing that at this time, the Seller's actual damages upon Purchaser's default are unable
to be ascertained and that such damage amount is reasonable; (ii) Seller, then the Purchaser shall
have the right to either (a) terminate this Contract in which event Seller shall immediately refund
and return the Earnest Money to the Purchaser; or (b) pursue the remedy of specific performance
of Seller's obligations under this Contract. The party prevailing in any litigated dispute arising
out of the Contract shall be entitled to also recover as damages its reasonable attorneys' fees and
costs. Neither party may exercise any remedy herein provided unless ten (10) days have passed
after notice to cure from the non -defaulting party and the defaulting party has failed to cure said
default.
4. Closing shall be on March 3, 2011, or at such time as mutually agreed by the Parties in
writing, at the Arlington Heights Office of Chicago Title Insurance Company, provided title is
shown to be good, and provided the contingencies set forth in this Contract have been satisfied or
resolved as herein set forth.
5. Seller shall deliver possession to Purchaser at Closing in conformance with and pursuant
to the provisions of this Contract related to Seller's delivery of possession of the Property to
Purchaser.
6. Purchaser agrees to purchase the subject Property in its present "as is condition", in
conformance with and pursuant to the provisions of this Contract related to the condition of the
Property, and acknowledges that Seller has not made any representations or warranties as to the
building or its contents. Except as otherwise set forth in this Contract, Seller shall not be
required to pay or contribute toward any expense for cost of repair to the Property.
7. Seller agrees to furnish Purchaser with the existing ALTA survey dated March 8, 2007,
prepared by Professionals Associated Survey, Inc., and legal description of the Property, at least
thirty (30) but not greater than forty (40) days prior to the time of Closing, as further set forth in
this Contract.
8. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's agent at least
thirty (30) but not greater than forty (40) days prior to the time of Closing, the existing ALTA
survey, along with a reasonable and customary "No Change Affidavit" and a re -certification of
the survey, to the extent said re -recertification is required by Chicago Title Insurance Company
for the issuance of the title policy and endorsements contemplated by this Contract, to Purchaser
and its assignee through the date of Closing, sufficient to provide for the title insurance and
endorsements contemplated herein, and a title commitment for an owner's extended title
insurance policy issued by Chicago Title Insurance Company in the amount of the Purchase
Price, covering title to the Property, showing title in the intended grantor subject only to (a) the
general exceptions contained in the policy; (b) the title exceptions set forth in Paragraph 2 above;
and (c) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount
which may be removed by the payment of money at the time of closing and which the Seller
shall so remove at that time by using the funds to be paid upon the delivery of the deed (all of
which are herein referred to as the permitted exceptions). The title commitment shall be
conclusive evidence of good title as therein shown as to all matters insured by the policy, subject
only to the exceptions as therein stated. Seller also shall fumish Purchaser an affidavit of title in
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customary form covering the date of closing and showing title in Seller subject only to the
permitted exceptions in foregoing items (b) and (c) and unpermitted exceptions or defects in the
title commitment or as disclosed by the survey, if any, as to which the title insurer commits to
extend insurance.
9. If the title commitment, survey, "No Change Affidavit" or re -certification, if any,
disclose either unpermitted exceptions or survey matters (herein referred to as "exceptions"),
Purchaser shall have ten (10) days after receipt of the latter of the title commitment, survey, "No Change
Affidavit" and re -certification, if any, (not including the date of Purchaser's receipt thereof)
("Title/Survey Objection Notice") to make any objections thereto by written notice to Seller. Seller shall
have ten (10) days from the date of its receipt of the Title/Survey Objection Notice (not including
the date of Seller's receipt thereof) to have the exceptions removed from the commitment or to
correct such survey matters, or to have the title insurer commit to insure against loss or damage
that may be occasioned by such exceptions (the "Seller's Title/Survey Cure Period"). If Seller
fails to have such exceptions removed or insured over within the Seller's Title/Survey Cure
Period, Purchaser may elect, within five (5) business days after the expiration of the Seller's
Title/Survey Cure Period (not counting said day of expiration) to (i) terminate this Contract in
which event the Earnest Money shall be forthwith returned to Purchaser, or (ii) proceed to close
the transaction contemplated hereby and accept title and survey subject to such exceptions with
the further right to deduct from the Purchase Price amounts secured by unpermitted liens or
encumbrances of a definite or ascertainable amount. If Purchaser does not so elect, this Contract
shall become null and void without further action of the parties and all Earnest Money shall be
returned forthwith to the Purchaser.
10. Rents, utility charges, premiums under assignable insurance policies, general taxes,
prorated at closing, and other similar items ("Costs") shall be prorated at 105% of the last
ascertainable real estate tax bill, regardless of any change in real estate tax assessment (noting
that the Property is currently exempt from real estate taxes for year 2008). Seller shall be
responsible for said Costs through the date of Closing, and Seller shall cooperate and furnish any
documentation necessary to comply with all state, county and local laws therewith. All
prorations are final unless otherwise provided herein. Seller shall continue to provide all
necessary documentation and authorizations needed to continue to property's ad valorem real
estate tax exempt status through Closing and shall provide all necessary documentation and
authorizations needed for the Closing to occur without liability for State, County or local real
estate transfer taxes. If such liability for transfer taxes occurs, Seller shall be responsible for the
payment of the same.
11. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois
shall be applicable to this Contract. Seller shall provide fire and casualty insurance coverage for
the structure located on the Property for the full replacement value thereof through Closing.
12. Upon mutual agreement by the Purchaser and Seller, this sale may be closed through an
escrow with Chicago Title Insurance Company, in accordance with the general provisions of the
usual form of Deed and Money Escrow Agreement then in use by Chicago Title Insurance
Company, with such special provisions inserted in the escrow agreement as may be required to
conform with this Contract. Upon the creation of such an escrow, anything herein to the contrary
notwithstanding, payment of Purchase Price and delivery of deed shall be made through the
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escrow and this Contract and the Earnest Money shall be deposited in the escrow. The cost of
the New York Style Escrow shall be divided equally between Seller and Purchaser. The cost of
any lender's escrow and additional title insurance and recording charges related to Purchaser's
financing, if any, shall be paid by the Purchaser. The Seller shall pay the cost of a basic ALTA
2006 owner's title insurance policy. The Parties shall equally divide the cost of the extended
coverage endorsement. All other endorsements, escrow charges, recording fees and title charges
shall be paid by the Purchaser, unless the same relate to exceptions as set forth in Paragraph 9
hereof, which shall be paid for by the Seller.
13. Seller represents that it is not a "foreign person" as defined in Section 1445 of the
Internal Revenue Code and is therefore exempt from the withholding requirements of said
Section. Seller will furnish Purchaser at closing the Exemption Certification set forth in said
Section.
14. Seller does hereby represent, warrant and covenant to Purchaser as follows:
A. With the sole exception of Office Lease attached hereto as Exhibit A, there are no
leases, occupancy agreements, management agreements, or maintenance agreements relating to
the subject Property and Seller agrees not to enter into any such agreements relating to the
subject Property without the written consent of Purchaser. Except as otherwise provided in this
Contract, Purchaser specifically consents to the provisions of Exhibit A by signing this Contract
and Seller represents, warrants and covenants that it will timely perform its obligations
thereunder including without limitation those provisions regarding termination thereof and the
surrender of the Property to the Seller, that Seller will not consent to any holdover or extension
of the lease term contained therein beyond its term ending date of December 31, 2010 and that
the Property shall be in the condition referenced in Paragraph 16 of this Contract (including
without limitation it being "broom -clean") at the term ending date of the aforesaid lease term.
Time being of the essence of this Contract, it is understood by the parties that any delay in the
foregoing shall cause the date of the Closing to be extended accordingly. To the extent the
provisions of this Contract conflict with the provisions of said Office Lease, the provisions of
.this Contract shall control.
B. To the best of Seller's actual knowledge, there are no proceedings presenting,
pending or threatened for the taking by exercise of the power of eminent domain or, in any other
manner, for a public or quasi -public purpose, of all or any part of the subject Property except as
disclosed in this Contract.
C. Except as disclosed in this Contract, to the best of Seller's actual knowledge, there
is no pending or threatened litigation or administrative proceeding involving in any manner the
subject Property.
D. To the best of Seller's knowledge, there are no substances upon the subject
Property nor are there activities engaged in the subject Property which constitute a violation of
any environmental law. In addition, to the best of Seller's knowledge, no toxic materials,
hazardous wastes, hazardous substances, pollutants or contaminants have been generated,
released, stored or deposited over, beneath or on the subject property from any source
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whatsoever, nor has any part of the subject property been used for or as a land fill, the result of
which could impose any liability under applicable federal or state laws and regulations,
including, but not limited to, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C. '9601 et seq.)and the Resource Conservation and Recovery Act
(42 U.S.C. ' 6903 et seq.), and Seller warrants and represents that it has not received any notice
nor is it otherwise aware of any actual threatened claims, actions, proceedings, suits or demands
by the EPA or any third Party relating to environmental matters at, on or arising out of the
subject property.
E. To the best of Seller's knowledge, there are no uncured violations of any law,
ordinance, order, regulation, rule or requirement of any governmental authority affecting the
subject Property, including without limitation those related to the Americans With Disabilities
Act, as amended from time to time, and any regulations related to the construction or condition
of any improvements on the Property.
F. Seller is vested with all necessary legal authority to enter into this Contract; has
full power, authority and legal right, and will have obtained all approvals and consents required
to execute this Contract and to carry out all of Seller's obligations under this Contract; and this
Contract will constitute the valid and binding obligation of Seller in accordance with its terms.
G. No notices or requests have been received by Seller from any governmental
agency or other utility with respect to the subject Property with which Seller has failed or refused
to comply. Any such notices or requests received prior to Closing shall be complied with by
Seller at its expense. If Seller does not elect to so comply, Purchaser may cancel this Contract, in
which case the Seller shall immediately return and refund the Earnest Money to the Purchaser, or
Purchaser may elect to take title subject to such matters.
H. To the best of Seller's knowledge, there are no claims, demands, liabilities,
actions, special assessments or other governmental assessments or charges pending or threatened
against Seller or the subject Property (including, without limitation, pending or threatened
condemnation proceedings by any public or governmental agency or authority other than that
disclosed in this Contract) which:
(1) constitute or might result in a lien or claim against the subject Property,
(2) may result in a monetary or non -monetary obligation to be fulfilled by the
Purchaser,
(3) could prevent, prohibit, delay or interfere with Purchaser's use of the subject
Property for its intended uses and purposes, or
(4) could otherwise deprive Purchaser of any portion of the subject Property.
G
I. There are no attachments, executions or assignments for the benefit of creditors,
or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws
pending or threatened by or against Seller or any of its partners.
J. Except as otherwise provided in this Contract, from and after the date hereof,
Seller shall (except in the case of emergency) refrain from (1) making any changes or
improvements upon or about the subject Property; (2) creating or incurring any mortgage lien,
other lien, pledge or other encumbrance in any way affecting the subject Property; and (3)
committing any waste or nuisance upon the subject Property. Seller shall maintain the subject
Property, keep the subject Property in compliance with all laws, ordinances, regulations and
restrictions affecting the subject Property and its use, and shall pay all bills and expenses
regarding the subject Property until the Closing.
K. There are no outstanding options or rights granted by Seller to -acquire the subject
Property, or any part thereof, and there is no Party other than Purchaser having any right or
option to acquire the subject Property or any part thereof, except any foreclosure rights set forth
in any mortgages affecting the subject Property.
L. There are no Contracts, whether written or oral, affecting the use, maintenance
and operation of the subject Property which survive the Closing that cannot be canceled with
thirty (30) days notice. Such Contracts shall be cancelled by the Seller prior to the Closing.
M. That prior to and as of the Closing, to the best of Seller's knowledge, there
exists no inaccuracy, breach of or default in any of the Seller's representations, warranties or
covenants contained in this Contract, including without limitation those contained in Paragraph
14 hereof. If Seller does not perform pursuant to this Paragraph 14(M), then Purchaser may
terminate this Contract on or before the Closing. In the event of such termination, this Contract
shall become null and void without further action of . either party, the Earnest Money shall be
immediately returned and refunded to Purchaser and neither party shall have any further rights or
duties hereunder.
15. Purchaser shall have reasonable access to the subject Property from and after the mutual
execution of this Contract for the purpose of marketing same to prospective tenants or purchasers
provided reasonable notice is given to Seller's tenant and Seller's tenant grants permission
thereafter. In furtherance of the foregoing and without limiting the same except as provided
herein, from and after September 1, 2010, Purchaser may at its discretion place its sign on the
Property for purposes of the aforesaid marketing.
16. Seller agrees to deliver possession of the subject Property at closing in the same "as is
condition" as it is at the date of the mutual execution of this Contract, ordinary wear and tear
excepted, subject to any Purchaser approved changes thereto pursuant to the provisions of
Paragraph 21 of this Contract, and in conformance with and pursuant to the provisions of this
Contract. Seller shall deliver or cause there to be delivered to Purchaser as of Closing, full,
unencumbered, complete and unrestricted possession, use, control and quiet enjoyment of the
Property. Such possession shall not be subject to any lease, license or right to possession
whatsoever. At Closing, the Property shall be in "broom -clean" condition and, without
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limitation, all Property components and systems (HVAC, plumbing, electrical, roof, parking lot,
etc.) shall be in good working order and repair and in compliance with all applicable laws,
ordinances, codes and regulations. Purchaser shall be allowed periodic "walk-throughs" of the
Property prior to the execution of the Contract through the Closing to verify the foregoing.
IT All notices to be given hereunder shall be personally delivered, sent by facsimile or email
transmission, sent by overnight courier, or sent by U.S. mail, with postage prepaid, or by
facsimile transmission, to the Parties at the following addresses (or to such other or further
addresses as the Parties may hereafter designate by like notice similarly sent):
To Seller: George B. Knickerbocker
Village Attorney
Village of Elk Grove Village
901 Wellington Street
Elk Grove Village, IL 60007
Tele: 847/3574032
Fax No. 847/357-4044
Email: knicker@dellmail.com
With a copy to: William J. Payne
Attorney at Law
1100 W. Northwest Hwy., # 103
Mount Prospect, IL 60056
Tele.: 847-483-5027
Fax No: 847-483-5029
Email: williamjpayne7@aol.com
To Purchaser: Gullo International Development Corporation
Attn: Mariann Gullo
1100 Landineier Road
Elk Grove Village, Illinois 60007
Tele: (847) 364-7000
FAX No.: (847) 364-7030
Email: info@gullo.com
With a copy to: Peter Tsantilis, Esq.
Liston & Tsantilis, P.C.
33 N. LaSalle St., Suite 2500
Chicago, Illinois 60602
Ph: 312.604.3808
Fax: 312-580-1592
Email: ptsantilis@LTLawChicago.com
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All notices sent by mail shall be deemed effectively given on the business day next
following the date of such mailing. All notices personally delivered, sent by facsimile or email
transmission or sent by overnight courier shall be deemed effectively given on the date of such
delivery with respect to facsimile or email transmission and on the date of deposit with such
overnight courier for overnight delivery with respect to delivery by overnight courier. Any
notice, demand, request or other communication required or permitted hereunder may be made
only upon a party's attorney, which shall be effective for all purposes.
18. This Contract and the exhibits attached hereto, if any, embody the entire agreement
between the Parties in connection with this transaction, and there are no oral or parole
agreements, representations, or inducements existing between the Parties relating to this
transaction which are not expressly set forth herein and covered hereby. This Contract may not
be modified except by a written agreement signed by all of the Parties.
19. The Parties hereto agree that time is of the essence in this transaction, that this Contract
may be executed in counterparts and by facsimile or electronic means which taken together shall
constitute one and the same instrument and that this Contract shall be governed by and
interpreted in accordance with the laws of the State of Illinois. Whenever under the terms of this
Contract the time for performance of any act falls upon a Saturday, Sunday or holiday, such time
for performance shall be extended to the next business day. In the event any terms or provisions
of this Contract shall be held illegal, invalid or unenforceable or inoperative as a matter of law,
the remaining terms and provisions of this Contract shall not be affected thereby. The terms,
conditions, obligations, representations, covenants, warranties and provisions of this Agreement
shall survive the Closing and delivery of --the deed hereunder and shall thereafter (unless ex-
pressly limited herein and then only to the extent of such limit) remain in force and effect and
shall not be deemed merged thereby.
20. Each Party hereto shall respectively pay the fees and charges of their attorneys and
consultants.
21. Pursuant to Paragraph 14(A) of this Contract, the Purchaser is aware of the Office Lease
attached hereto as Exhibit A and consents to the potential remodeling and alteration of the
Property by the Tenant therein, only as set forth in and pursuant to the terms of Paragraph 8.5 of
said Office Lease and in Attachment C to said Office Lease (the "Attachment C Improvements").
In furtherance of the terms of Paragraph 8.5 of the aforesaid Office Lease, Seller shall provide
Purchaser with at least seventy-five (75) days prior written notice of the termination of said
Office Lease such that Purchaser has an opportunity to direct Seller as to whether Seller will be
required to give proper and timely notice to the Tenant thereunder (which notice Seller shall give
to said Tenant upon such direction) that the Attachment C Improvements shall be removed by
the Tenant in the Office Lease pursuant to the terms of Paragraph 8.5 of said Office Lease. The
Purchaser shall have the right -to approve in writing any plans for any remodeling, demolition or
construction proposed with respect to the Property by the Seller or any lessee, licensee or tenant
of the Property, including without limitation the Tenant under the aforesaid Office Lease, that are
not specifically set forth in the Attachment C Improvements to decide whether such plans are
acceptable to Purchaser in its sole discretion, that the same will not diminish the value of the
Property and that the same does not interfere with Purchaser's intended use or operation of the
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Property as set forth in Paragraph 2 of this Contract. Any such plans shall be presented to the
Purchaser and the Purchaser shall have ten (10) days from its receipt thereof (not counting the
date of receipt) within which to approve or disapprove of such plans. If Purchaser does not
approve or disapprove of such plans within such time, the same shall be deemed Purchaser's
disapproval thereof. No remodeling, demolition or construction that is not specifically set forth
in the Attachment C Improvements may proceed without Purchaser's approval of such plans.
22. The Seller shall reasonably cooperate with the Purchaser as to Purchaser's efforts to
obtain a Class 6b Property Tax Incentive with respect to the Property, including any approvals,
documentation, evidence of vacancy, etc. required in connection therewith, at the Purchaser's
expense.
23. Purchaser is granted the right to freely assign its interest in this Contract. Purchaser will
provide Seller with notice of such event and at Closing the grantee will be that entity.
(signature pages to follow)
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Uyi.40/ZVVY Atu' L:).4U rpx
OFFICE LEASE
Re: 321 Bond Street, Elk Grove Village, Illinois
11003/014
THIS OFFICE LEASE (this "Lease") is made this 24th day of September, 2009 by and between
the VILLAGE OF ELK GROVE, an Illinois Municipal Corporation, (hereinafter referred to as the
"Landlord"), and the ELK GROVE PARK DISTRICT, an Illinois Non•-Homenrle Body Politic,
(hereinafter referred to as the "Tenant"), who hereby mutually covenant and agree as follows:
I.
GRANT AND TERM
1.0 Grant. Landlord, for and in consideration of the rents herein reserved and the covenants and
agreements herein contained on the part of the Tenant to be performed, hereby leases to Tenant, and
Tenant hereby lets fiom Landlord, certain real estate consisting of an office building approximately
25,6 75 square feet of floor area office and warehouse space located at the real property commonly
known as 321 Bond Street, Elk Grove Village, Illinois, (p -r e1n. s: 08-22-102-153-0000;08-22-154-
0000;08.22-102-155-0000) together with all improvements now located thereon, together with all
appurtenances belonging to or in any way pertaining to tine said premises including, without limitation,
the existing marked parking spaces for the building in which the Leased Premises are located, (such real
estate, improvements and appurtenances hereinafter sometimes jointly or severally, as the context
requires, referred to as "Leased Premises'), and further depicted on the Plat of' Survey attached hereto as
Attachment A to this Lease, which is by this reference hereby incorporated herein and made a part
hereof
1.1 Term. Subject to the provisions of Section 2 of this Lease, the term of the Lease shall
commence on Octobei 1, 2009, (hereinafter sometimes referred to as "Commencement Date") and shall
end on December 31, 2010, (the "Term"), unless sooner terminated as herein set forth_
1.2 Options. Tenant shall have no option to extend the term of this Lease.
H.
POSSESSION
2.0 Possession. Landlord shall deliver exclusive possession of the Leased Premises to Tenant
on or before the Commencement Date. Prior to the Commencement Date, the Landlord shall vacate the
Leased Prsmises, and remove all equipment and trade fixtures from the Leased Premises unless the
Ienant requests otherwise, in writing
III.
PURPOSE
3 0 Pur se.. the Leased Premises shall be used and occupied for the purposes of'general office
and warehouse ("storage") uses which directly support the Tenant and its mission of providing public
recreation opportunities and any other uses which are permissible under the current zoning ordinances of
the Village of Elk Grove Village which are applicable to the Leased Premises. `
3.1 Uses Prohibited. Tenant shall not knowingly use or occupy the Leased Premises, or permit
the Leased Premises to be used or occupied, contrary to any statute, rule, order-, ordinance, requirement
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or regulation applicable thereto; or in any manner which would violate any certificate of occupancy
affecting the same; or which would cause structural injury to the improvements; or cause the value or -
usefulness of the Leased Premises, or- any part thereof, to diminish; or which would constitute a public
or- private nuisance or waste.
.3.2 Tenant's Equipment. All of Tenant's Equipment shall remain the property of Tenant,
provided that any of Tenant's Equipment not removed by Tenant at its expense upon the expiration or-
within
rwithin fourteen (14) days after any sooner termination of this Lease shall be considered abandoned by
Tenant and may be appropriated, sold or otherwise disposed of'by Landlord without notice to Tenant,
and Tenant will pay Landlord upon demand all reasonable costs and expenses incun•ed by Landlord in
removing, storing or -disposing of the same. Tenant will immediately repair and restore, to the condition
of the Leased Premises at commencement of this Lease, at its expense all damage to the Leased
Premises caused by any removal of Tenant's Equipment therefrom unless Landlord has elected to
dernoiish all or substantially all of that portion of the Leased Premises where such damage has occurred.
3.3 Landlord's Fixtures. Landlord's Fixtures shall include all fixtures ofand appurtenances to
the Leased Premises, including, but not limited to, the following: heating, ventilators and cooling
systems, air systems, chilled water, electrical infrastructure systems including fittings, valves and piping,
and trash compactor system. All of Landlord's Fixtures shall remain the property of Landlord,
regardless of the use of such fixtures by Tenant, and under no circumstances shall the fixtures be
considered "Trade Fixtures" as defined elsewhere in this Lease. Tenant shall be permitted to use such
fixtures during the term hereof: Tenant will repair and restore at its expense all.damage to the
Landlord's Fixtures and Leased Premises caused by any negligent use or intentional misuse of
Landlord's Fixtures. Landlord at Landlord's expense shall repair and restore all damage to Landlord's
fixtures, other than damage for which Tenant is responsible under the immediately preceding sentence.
IV.
RENT
See Section 8.4 hereof:
V.
INSURANCE
5 0 Kinds and Amounts. Tenant shall procure and maintain, at its own cost and expense,
policies of insurance against such risks and in such amounts as are acceptable to Ienant, in its
reasonable discretion. The Landlord shall procure and maintain at its own cost and expense, insurance
for- the Leased Premises as Landlord determines appropriate.
5-1 Form of Insurance. The aforesaid insurance shall contain standard "additional insured"
clauses reasonably satisfactory to Landlord. the aforesaid insurance shall not be subject to cancellation
except after at least thirty (30) days' prior written. notice to Landlord. Copies of insurance polices (or
certificates thereof), together with satisfactory evidence of payment of the premiums thereon, shall be
deposited with Landlord at the Commencement Date and renewals thereof not less than thirty (30) days
prior to the end of the term of each such coverage -
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VI.
DAMAGE OR DESTRUCTION
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6.0 Obligation to Rebuild. In the event of damage to, or destruction of; any improvements on
the Leased Premises, or- of the fixtures therein, by fire and other casualty resulting from Tenant's actions
or failure to act, "Tenant shall promptly, at its expense, repair, restore, or rebuild the same to the
condition existing prior to the happening of such fire or other- casualty In the event of damage to, or
destruction of, any improvements on the Leased Premises, or of the fixtures therein, by fire and other
casualty resulting from other than Tenant's actions, Landlord shall promptly, at its expense, repair,
restore, or rebuild the same to the condition existing prior to the happening of such fire or other casualty
Notwithstanding the foregoing, to the extent Tenant's insurance proceeds are available to cover repairs
or rebuilding should such casualty result from Tenant's actions or failure to act, Landlord shall be
entitled to such insurance proceeds and shall release "Tenant from any further claim or obligation with
regard to such repairs or rebuilding. Should any damage result in Ienant being unable to use the Leased
Premises or should the Leased Premises be otherwise untenantable for more than sixty days regardless
of the Party responsible for such damage or destruction, Tenant may, at its option, terminate this Lease
and its obligations hereunder_
6.1 Preconditions to Rebuilding. If the Tenant is obligated to repair, restore or replace the
Leased Premises, before Tenant commences such repairing, restoration, or rebuilding involving an
estimated cost of more than Twenty Thousand and no/100 Dollars ($20,000.00), plans and specifications
therefor shall be submitted to Landlord for approval (which approval shall not be unreasonably
withheld) and Tenant shall furnish to Landlord (1) an estimate of the cost of the proposed work; and (b)
satisfactory evidence of sufficient contractor's comprehensive general liability insurance covering
Landlord, builder's risk insurance, and workmen's compensation insurance.
6 2 Excess Insurance Receipts. Any excess of money received from. insurance remaining after
the repair or rebuilding of improvements shall be paid to Tenant_
6.3 Failure to Rebuild. If either Party is obligated to and does not commence upon the repair or
rebuilding of the improvements within a period of sixty (60) days after damage or destruction by fire or
otherwise, and prosecute the same thereafter with such dispatch as may be necessary to complete the
same within a reasonable period after said damage or" destruction occurs, then, in addition to whatever
other remedies such Party may have either under this Lease, at law or in equity, the non -defaulting Party
shall have the right to terminate this Lease unless such delay was caused by circumstances beyond the
control of•such Party.
VII.
CONDEMNATION
7.0 Iaking of Whole_ If the whole ofthe Leased Premises or of•Tenant's leasehold interest
hereunder shall be taken or condemned for a public or quasi -public use or purpose by any competent
authority or if"such a portion of the Leased Premises including, however, a portion of the improvements,
shall be so taken that as a result thereof the balance cannot be used for the same purpose as expressed in
Atticle IIT, then in either of such events, the Lease term shall terminate upon delivery of possession to
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the condemning authority, and any award compensation or damage (hereinafter sometimes called the
"Award"), shall be paid to the Landlord, provided, however-, the Tenant shall have the right to pursue a
separate cause of action for the loss of the Ierurnt's leasehold interest. Tenant shall continue to pay for,
utilities and maintenance contracts until the Lease term is tenninated
7 1 Partial Takings. If only a part of the Leased Premises or Tenant's leasehold interest
hereunder shall be so taken or condemned and as a result thereofthe Tenant reasonably determines that
the balance of the Leased Premises can be used for the same purpose as expressed in Article III, this
Lease shall not terminate and Landlord, at its sole cost and expense, shall repair and restore the Leased
Premises and all improvements thereon.
7.2 Landlord not to Take or Condemn. Notwithstanding anything to the contrary herein or
elsewhere contained, Landlord agrees not to condemn or take any part or all of the Leased Premises o:
Tenant's leasehold interest hereunder- at any time during the Term
VIII.
MAINTENANCE AND REPAIRS
8.0 Disclaimer of Representation of'Landlord. Ienant is fully familiar with the physical
condition of the Leased Premises and all improvements. Except for the obligations set forth in Section 2
herein, Landlord has made no representation as to the condition of the Leased Premises or the
improvements or the fitness or- availability thereof for any particular use and none shall be implied from
this Lease, and Landlord shall not be liable for any latent or patent defect therein, nor- shall Tenant
8.1 Leased Premises Leased "As Is". Except for the obligations set forth in Section 2 herein,
and other than Landlord's representation and warranty hereby given that the Leased Premises comply
with the applicable building code regulations and statutes as applicable to the Leased Premises
specifically, Landlord makes no representation or warranty, express or implied, with respect to the
Leased Premises or any of the fixtures or other items constituting any portion thereof, or the location,
use, description, design, merchantability, fitness for use for a particular purpose, condition or durability
thereof, or as to the quality of the material or workmanship therein, or with respect to Landlord's title
thereto or ownership thereof, and all risks incident thereto shall be borne by Tenant_ Tenant has
inspected, is fully familiar with and hereby accepts the Leased Premises and has found the same to be
satisfactory to it for- all purposes relating to this Lease.
8.2 Tenant's Duty to Repair and Maintain. Tenant, at its expense, will, except to the extent
otherwise required of Landlord hereunder, maintain the Leased Premises in the condition same exist as
of the Commencement Date, ordinary wear and tear excepted, but not in such a condition as would
preclude Ienant's use of the Leased Premises for its intended purposes during the Term. Tenant shall
not permit the undue accumulation of waste or refuse matter upon the Leased Premises.
8.3 Capital Expenditures. Repair and/or replacement of or major repair s to all structural or
mechanical systems necessitated by reason(s) other than Tenant's negligent actions or failure to act,shalI
be undertaken and made by Landlord at its sole cost and expense.
8.4 Maintenance.. Except as otherwise provided elsewhere herein, Tenant's duty to maintain and
repair, as set forth in Section 8.2 above, shall be conclusively deemed discharged through Tenant's
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payment of all costs and charges of" utilities and of such maintenance contracts as are currently
maintained by Landlord with respect to the Leased Premises, either by reimbursement to Landlord
within 15 days ofreceipt of invoice from Landlord, or by direct payment to the contractor or utility on or
before when same becomes due, as Landlord shall elect and so inform Tenant in a timely manner The
nature and estimated amounts of all such utility and maintenance expenses are set forth on Attachment B
hereto, which is by this reference incorporated herein and made apart hereof. Tlie undertakings of
Tenant in this Section 8-4 shall, in addition to the mutual promises herein made by Landlord and Tenant,
be deemed to be the consideration for this Lease, in lieu of any provision for the payment of monies by
'Tenant to Landlord as `rent", it being understood that the Landlord is not responsible for any costs or
expenses other than the repair or replacement expenses set forth in Paragraph 3.3 during -the Tenn of the
Lease.
8-5 Alterations. Ienant shall make only the interior or exterior property improvements
necessary for the Tenant to conduct its business at the Leased Premises, at its sole cost and expense, as
set forth and delineated in Attachment C to this Lease which is hereby incorporated herein and made
apart hereof. Further, Tenant agrees that it may be required by the Landlord, or the Landlord's
third -party Tenant of the Property, by written notice to Tenant at least 60 days prior to expiration of
this Lease when feasible, to remove Tenant's furnishings, fztures and equipment and any other
property belonging to Tenantfrom the Leased Premises and to fully restore the Leased Premises to
their • condition existing on the Commencement Date, ordinary wear and tear excluded, not later than
upon expu•ation of this Lease nor later than fourteen (14) days after any termination of this Lease, at
Tenant's sole cost and expense. Landlord represents and warrants that no license, permit or other
approval shall be required to be obtained by Tenant in order to lawfully make such improvements and
that no new occupancy permit shall be required as a pre -condition of Tenant's occupancy of the Leased
Premises hereunder Tenant shall not create any other or additional openings in the roof or exterior
walls, nor shall Tenant make any material structural alterations or material structural additions to the
Leased Premises without the prior written consent of'I.andlord, which consent shall not be unreasonably
withheld. Upon completion of any work by or on behalf of Tenant, Tenant shall provide Landlord with
such documents as Landlord reasonably may require (including, without limitation, sworn contractor's
statements and supporting lien waivers) evidencing payment in full for such work.
IX,
ASSIGNMENT AND SUBLETTING
90 Assignment and Subletting, Neither Tenant norLandlond (except to the extent Landlord
may otherwise have a right pursuant to Section XIII (d) of this Lease) shall (a) assign, convey, or
mortgage this Lease or- any interest under it; (b) allow any transfer thereof or any lien upon Tenant's or
Landlord's interest by operation of law; (c) sublet the Leased Premises or any part thereof; or (d) permit
the use or occupancy of the Leased Premises or any part thereof by anyone other than Tenant and its
employees, unless otherwise agreed in writing in advance by the other party in its respective sole
discretion, in writing.
X
LIENS AND ENCUMBRANCES
10.0 Encumber ing Title.. Tenant shall not do any act which shall in any way encumber the title
of Landlord in and to any claim by way of lien or encumbrance, whether by operation of law or by
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virtue of"any express or implied contract by Tenant. Any claim to, or lien upon, the Leased Premises
arising from any act or omission of renant shall accrue only against the leasehold estate of Tenant and
shall be subject and subordinate to the paramount title and rights of Landlord in and to the Leased
Premises.
10 1 Liens and right to Contest. Tenant shall not permit the Leased Premises to become subject
to any mechanics', laborers', or materialmen's lien on account of labor or material furnished to Tenant
or claimed to have been furnished to Tenant in connection with work ofany character performed or
claimed to have been performed on the Leased Premises by, or at the direction or sufferance of, Tenant;
provided, however, that Tenant shall have the right to contest, in good faith and with reasonable
diligence, the validity of any such lien or claimed lien; provided, however, that no final determination of
the lien or claim for lien, Tenant shall immediately pay any judgment rendered with all proper- costs and
charges and shall have the lien released and any judgment satisfied
XI
UTILITIES
11.0 Utilities Ienant shall purchase all utility services currently serving the Leased Premises
and hereafter provided to the Leased Premises during the Term, including, but not limited to fuel, water,
sewer, and electricity from the utility or municipality providing such services and shall pay for such
services when such payments are due_ Notwithstanding anything contained herein to the contrary,
including the provisions of Section 8.4 of this Lease, the Ienant shall bear the responsibility for -
maintaining the air conditioning plant above the rear door to the Leased Premises and furthermore, the
Tenant shall be responsible for any utility costs attributable to the aforesaid_ Additionally, the Tenant
shall bean the responsibility for any utility expenses attributable to the Leased Premises which are
individually metered.
XII
INDEMNITY AND WAIVER
12 0 Indemnity. Tenant will protect, indemnify, and save harmless Landlord from and against
all liabilities, obligations, claims, damages, penalties, causes of action, costs, and expenses imposed
upon or incurred by or asserted against Landlord by reason of any accident, injury to, or death of'pensons
or loss of or damage to property occurring on or about the Leased Premises or any part thereof or the
adjoining properties, sidewalks, curbs, streets on ways, but only to the extent resulting from any
negligent or wrongful act or omission of Tenant or anyone claiming by, through, or under Tenant.
12.1 Waiver of Certain Claims. Tenant waives all claims it may have against Landlord for
damage or injury to person or property sustained by Tenant or any persons claiming
through Tenant or by any occupant of their Leased Premises, or by any other person,
resulting from any part of the Leased Premises or any of its improvements, equipment, or
appurtenances becoming out of repair, or- resulting from any accident and or about the
Leased Premises or resulting directly or indirectly from any act or neglect of any person,
other- than Landlord. All personal property belonging to Tenant or any occupant of the
Leased Premises that is in or- on any part of the Leased Premises shall be there at the risk of
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Tenant or of such other person only and Landlord shall not be liable for any damage thereto
or for the theft or misappropriation thereof_
XIII.
RIGHTS RESERVED TO LANDLORD
13.0 Rights Reserved to Landlord. Without limiting any other rights reserved or available to
Landlord under this Lease, at law or in equity, Landlord, on behalf of itself and its agents reserves the
following rights, to be exercised at Landlord's election and only upon at least twenty-four hours advance
written notice from Landlord to Ienant in each case:
(a) To conduct reasonable inspections of the Leased Premises during normal business hours of
Tenant
(b) To show the Leased Premises to prospective Tenants, prospective buyers or future tenants of
the Landlord's third -party Tenant of the Property, mortgagees, or other persons having a
legitimate interest in viewing the same, and, at any time within the Lease term, to persons
wishing to -rent the Leased Premises, but not in such a manner or with such frequency as
would unreasonably interfere with Tenant's operations at the Leased Premises -
(c) During the last thirty (30) days ofthe Lease term, if but only if, during, or prior to that time
Tenant, in its sole discretion, vacates the Leased Premises, to decorate, remodel, repair,
alter, or otherwise prepare the Leased Premises for new occupancy; and
(d) To transfer and assign, in whole or in part, all rights and obligations, other than any
indemnification obligation, under this Lease and in the Leased Premises referred to in this
Lease, provided, however, that any such transferee or assignee shall remain subject to all of
the terms and conditions of the Lease, including, without limitation, the quiet enjoyment
provision set forth in Section XIII herein.
Upon twenty-four (24) hours ptior written notice, Landlord may enter upon the Leased Premises for any
and all ofthe said purposes and may exercise any and all ofthe foregoing rights hereby reserved without
being deemed guilty of an eviction or disturbance of Tenant's use or possession ofthe Leased Premises
and without being Iiable in any manner to Tenant.
XIV.
QUIET ENJOYMENT
14.0 Quiet Enioyment. So long as no event of default shall have occurred and be continuing
under this Lease, Tenant's quiet and peaceable enjoyment of the Leased Premises shall not be disturbed
or interfered with by Landlord or by any person claiming by, through, or under Landlord.
XV.
SURRENDER
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15 0 Sun -ender. Upon the termination of this Lease whether by forfeiture, lapse of"time, or.
otherwise, or upon the termination of Tenant's right to possession of the Leased Premises Tenant will,
except as may be otherwise provided herein, at once swrender and deliver up the Leased Premises,
together with all improvements thereon, to Landlord in the same condition in which the Leased Premises
exist on the Commencement Date, reasonable wear and tear excepted. Said improvements shall include
all plumbing, lighting, electrical, heating, cooling, and ventilating fixtures and equipment and other
articles of personal property used in the operation of the Leased Premises (as distinguished from
operations incident to the business of Tenant; articles of'personal property incident to Tenant's business
are hereinafter referred to as "bade Fixtures'l All additional, hardware, non -Trade Fixtures and
improvements, temporary or permanent, in or upon the Leased Premises placed there by Tenant shall
become Landlord's property and shall remain upon the Leased Premises upon such termination of this
Lease by lapse of time or otherwise, without compensation or allowance or credit to Tenant, unless
Landlord or Landlord's third -party Tenant requests their removal in writing at or before the time of'such
termination of this Lease If Landlord so requests removal of'said additions, hardware, non -Trade
Fixtures, and all improvements and Ienant does not make such removal at said termination of this
Lease, or within ten (10) days after such request, whichever is later, Landlord may remove the same and
deliver the same to any other place of business of Tenant or warehouse the same, and Tenant sliall pay
the cost of such removal, delivery, and warehousing to Landlord on demand.
15.1 Removal of T'enant's ProMM. Upon the termination of this Lease by lapse of time, Tenant
may remove Tenant's Trade Fixtures provided, however, that Tenant shall repair any injury or darnage
to the Leased Premises which may result from such removals. If Tenant does not remove Tenant's
Tiade Fixtures from the Leased Premises prior to the end of the ten -n, however ended, Landlord may, at
its option, remove the same and deliver the same to any other place of business of Tenant or warehouse
the same, and Tenant shall pay.the cost of such removal (including the repair of any injury or damage to
the Leased Premises resulting from such removal), delivery, and warehousing to Landlord on demand,
or Landlord may treat such'Trade Fixtures as having been conveyed to Landlord with this Lease as a Bill
of Sale, without further payment or credit by Landlord to Tenant:
15-2 Holding Over. Tenant shall have no right to hold over after the termination date, unless
consented to by Landlord.. Landlord is hereby authorized by Tenant to remove all property of Tenant
after termination date and Tenant shall be responsible for the payment thereof.
XVI
REMEDIES
16.0 No Waiver. No delay or omission of Landlord to exercise any right or power arising frorn
any default shall impair any such right or power or be construed to be a waiver of any such default of
any acquiescence therein_ No waiver or any breach of any of the covenants of this Lease shall be
construed, taken, or held to be a waiver of any other breach or waiver, acquiescence in, or consent to any
further or succeeding breach of the same covenant. The acceptance by Landlord or any payment of
charges hereunder after the termination by Landlord of this Lease or of Tenant's right to possession
hereunder shall not, in the absence of agreement in writing to the contrary by Landlord, be deemed to
restore this Lease or Tenant's right of possession hereunder, as the case may be, but shall be construed
as a payment on account, and not in satisfaction of damages due from Tenant to Landlord.
XVII.
LANDLORD'S REPRESENTATIONS AND INDEMNITY
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Landlord represents and warrants to Tenant as follows:
A. Landlord has full right, power and authority to enter into this Lease and to perform its
obligations hereunder without the necessity of obtaining any consents fi-om any party
& No proceeding, suit, administrative action or examination, demand or claim ofany type has
been. instituted, or to the best of Landlord's knowledge, is contemplated or threatened against the Leased
Premises (or any part thereof), and Landlord is not aware of pending or threatened litigation, proceedings,
administrative action or examination, demand or claim in which any person or entity alleges the presence,
release, threat of release on or in the Leased Premises, of any spills or disposal of Hazardous Substances
(hereinafter defined) that have occurred on or off the Leased Premises as a result of any construction on or
operation and use of the Leased Premises, or the presence of equipment containing polychlorinated
biphenyl ("PCB'), the presence of asbestos in use or on the leased Premises, or of the generation,
transportation, storage, treatment or disposal at the Leased Premises of any Hazardous Substance.. For the
purposes of this contract, a "Hazardous Substance" shall be defined to include (a) hazardous waste as
defined under the Resources Conservation Recovery Act (RCRA), 42 USC Sections 6901, et seq_, or (b)
hazardous substance as defined under the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA), 42 USC Sections 960I, et seq , or (c) hazardous substance as defined under
Illinois Environmental Protection Act (IEPA), 415 ILCS 5/1, el seq., or (d) any substance or material
defined or, designated as hazardous or toxic waste, hazardous or toxic materials, a hazardous or toxic
substance, or other similar term by any federal, state or local statute, regulation or ordinance presently in
effect or that may be promulgated in the future as such statutes, regulations or ordinance may be amended
from time to time through the Closing.
C. Neither Landlord nor, to the best of Landlord's knowledge, any previous owner of the
Leased Premises or any third party has (i) used, generated, stored, transported, treated, or disposed of any
Hazardous Substance on the Leased Premises, or (ii) informed any governmental authority or agency,
federal, state or local, or any private entity, including, but not limited to, any prior- owners of the Leased
Premises, relating in any way to the presence, release, placement on or- in the Leased Premises, or the
generation, transportation, storage, treatment or disposal at the Leased Premises of any Hazardous
Substance, except in each case in accordance with all applicable environmental laws
D. No hazard presently exists or may have previously existed on the Leased Premises which
would be deemed a violation of any federal, state, county or local environmental protection statute, act,
ordinance or code, and that to the best of'Landlord's knowledge, no Hazardous Substance has been released
or discharged on the Leased Premises.
E. Landlord has not received any notice fi-om any governmental authority of any zoning,
building, fire or health code violations in respect to the Leased Premises that have not heretofore been
corrected, and Landlord knows of no such violations..
F. 'There is no action, suit, proceeding or governmental or administrative investigation pending
or, to the best of the knowledge of Landlord, threatened against Landlord which might, severally or in the
aggregate, materially and adversely affect the Leased Premises authorities and has complied with the
requirements of such reports and returns_
G. The execution and delivery of this Lease by Landlord and the consummation of the
transaction contemplated herein have been duly authorized by its Board of Trustees and (i) no other
corporate acts or proceedings on the part of Landlord are necessary to authorize the transaction
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IN WITNESS WHEREOF, the Parties hereto have executed this Real Estates Sale Contract as of
the 30`h day of September, 2009, the "Contract Date".
SELLER: PURCHASER:
THE VILLAGE OF ELK GROVE VILLAGE GULLO INTERNATIONAL
DEVELOPMENT CORPORATION, or
its assignee
/ r
:
By Craig B. Johnson Ma :
Y or. B Y
G� anni Gullo, Its esident
ATTEST:
By: Ann I. Walsh, Village Clerk
10
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0012/014
contemplated herein, (ii) this Lease constitutes the valid and binding agreement of Landlord and does not
contain any provision which would render it unenforceable against Landlord and (iii) neither the execution
and delivery of this Lease nor the consummation of the transaction contemplated herein will violate any
provision of law.
H. Landlord has good and marketable title to all of the Leased Premises.
I Landlord agrees to indemnify and hold harmless Tenant, its officers, commissioners,
employees, successors and permitted assigns, from and against all liability, loss, cost, claims, suits and
expense (including reasonable attorneys fees), incurred by or- threatened against Tenant and arising by
virtue of any of the representations or warranties made by Landlord in this Lease failing to be true and
correct.
XVI
MISCELLANEOUS
19.0 Landlord's Right to Cure. Landlord may, but shall not be obligated to, cure any default by
Tenant (specifically including, but not by way of limitation, Tenant's failure to obtain insurance, make
repairs, or- satisfy lien claims); and whenever Landlord so elects, all costs and expenses paid by Landlord
in curing such default, including without limitation reasonable attorney's fees, shall be so much
additional rent due on the next rent date after such payment.
19.1 Amendments Must Be In Writing. None of the covenants, terns, or conditions of this
Lease, to be kept and performed by either Party shall in any manner- be altered, waived, modified,
changed, or abandoned except by a written instrument, duly signed, acknowledged, and delivered by the i
other Patty_
19.2 Notices. All notices to or demands upon Landlord or Tenant desk ed or required to be
given under any of the provisions hereof, shall be in writing. Any notices or demands from Landlord to
Tenant shall be deemed to have been duly and sufficiently given if personally delivered or ifa copy
thereof has been mailed by United States registered or certified mail in. an envelope properly stamped
and addressed to Tenant as follows:
Mike Brottman, Executive Director
Elk Grove Park District
499 Biesterfield Road
Elk Grove Village, Illinois 60007
or at such address as Tenant may theretofore have furnished by written notice to Landlord, and any
notices or demands from Tenant to Landlord shall be deemed to have been duly and sufficiently given if
personally delivered or if mailed by United States registered or certified mail in an envelope properly
stamped and addressed to Landlord as follows:
Raymond Rummel, Village Manager
Village of Elk Grove Village
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901 Wellington Avenue
Elk Grove Village, Illinois 60007
19 3 Short Form Lease This Lease shall not be recorded but if the Pal -ties agree, at the request
of either of them to execute a Short Form Lease for recording, the Short Form Lease shall contain the
name ofthe Parties, the legal description, and the term of this Lease
19.4 Time of Essence. 'Iime is of the essence of this Lease, and all provisions herein relating
thereto shall be strictly construed
19,5 Relationship of Parties. Nothing contained hereon shall be deemed or construed by the
Parties hereto, nor by any third Party, as creating the relationship of principal and agent or of
pal tnership, or of joint venture by the Parties hereto, it being understood and agreed that no provisions
contained in this Lease nor any acts of the Parties hereto shall be deemed to create any relationship other
than the relationship of Landlord and Tenant
19.6 Captions_ The captions of this Lease are for convenience only and are not to be construed
as part of this Lease and shall not be construed as defining or limiting in any way the scope or intent of
the provisions hereof
19.7 Severability. Ifany term or provision of this Lease shall to any extent be held invalid or
unenforceable, the remaining terms and provisions of this Lease shall not be affected thereby but each
term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.
19.8 Law Applicable. Iris Lease shall be constlued and enforced in accordance with the laws
ofthe State of Illinois.
19 9 Covenants Binding on Successors. All of the covenants, agreements, conditions, and
undertakings contained in this Lease shall extend and inure to and be binding upon the heirs, executors,
administrators, and assigns ofthe respective Parties hereto the same as if they were in every case
specifically named and wherevef in this Lease referenced is made to either ofthe Parties hereto, it shall
be held to include, and apply to, wherever applicable, the heirs, executors, administrators, successors
and assigns of'such Party. Nothing herein contained shall be construed to grant or confer upon any
person or persons, firm, corporation or governmental authority other than the -Parties hereto, their hells,
executors, administrators, successors and assigns, any right, claim or privilege by virtue of"any
covenant, agreements, condition or undertaking in this Lease contained_
19.10 Landlord Means Owner_ The term "Landlord", as used in this Lease, so far as covenants
or obligations on the part of Landlord are concerned, shall at the time of execution of tivs Lease mean
the Village, but thereafter and subsequent to any conveyance ofthe fee ofthe Leased Premises by
Landlord, "Landlord" shlI be limited to mean and include only the owner or owners at the time in
question ofthe fee of the Leased Premises, and in either event of any transfer or tiansfers of the title to
such fee, Landlord herein named (and in case of any subsequent transfer or conveyances, the then
grantor) shall be automatically freed and relieved; from and after the date of such thansfer or
conveyance, of all liability as respects the performance of any covenants or obligations on the part of
Landlord contained in this Lease thereafter to be performed, other than any liability, present or future, of
Landlord under any indemnification given by the Village in this Lease; provided that any funds in the
hands of such Landlord or the then grantor at the time of such transfer, in which I enant has an interest,
11
09/26/2009 SAT 16:24 [T%/R% NO 83471 @013
09/28/2009 HON 11:11 FAX
shall be turned over to that grantee, and any amount then due and payable to 'Tenant by Landlord or the
then grantor tinder any provisions of this Lease, shall be paid to Tenant.
IN WITNESS WHEREOF, Landlord and Ienant have executed this Lease the day and year first
above written, by and through their respective duly officers all of whom do hereby attest to their full
power and authority in the premises.
LANDLORD:
VILLAGE OF ELK GROVE VILLAGE
12
TENANT:
ELK GROVE PARK DISTRICT
By: --
Its:
-6
08/28/2009 HON 11:54 tTa/RX NO 83501 0002
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Attachment `B"
10-01-09 throueh 12-31-10 (estimated
Nature
Cost (Est. )
HVAC Maintenance
$13,105
Electricity Charges
Free (Municipal)
Natural Gas Charges
$9,300
Fire alarm system
$4,050
Roof repairs
$1,600
Lawn Maintenance
$1,700
09/28/2009 MON 11:54 [TX/RX NO 83501 0
Elk Grove Park Liirifict.:
Board »r Commisiobeis
tam Cooke
16 FAX 18474835028 WILLIAM PAYi✓'E ATrY
Attachment "C"
RECEIVED
T r~
JUL 2 3 2C�g
VWOE
Aft' Gsl}'S p
July 20, 2009
Ronald aFoster
Mr. Pay Rummel, Village Manager
Village of Elk Grove Village
RonaldlNu= :
901 Wellington Ave.
Elk Grove Village, IL 60007
Bill gWiley
Dear W. Rummel,
4phsolider
We wish to thank you, your staff and the Board for considering the Park Districts
M�ce$rotmiar�
usage at your 321 Bond Street location- We have had a good collaborative
ExecutisreDlrestor
relationship working together over the years and look forward to that relationship
continuing: This Letter of Proposal shall serve es the initial proposal of a project
timeline, along with suggested property improvements that would first need your
approval.
PROJECT TD ELINE
The intention of the Paris District's move to 321 Bond Street would be September,
2009 with a move out date, no later than December, 2010 The Park. District has
flexibility on the September move- in date, but realizes the timeframe the Village
has in occupying the space again in January of 2011
PROPERTY IMPOVENWMS
Three main improvements have been discussed regarding the property. All
improvements are subject to the approval of the Village and will be determined if
= : r the listed improvements wffl, be subject to removal and restoration; or if
improvements become the property ofthe owner.
Elk GroYaFai}c DSs'trper
499 9iestezMd Iload •
Elk Grovp, Village, IL
60607
Muir 847 -4337 -.QM
Fac 847-72&4W.
wwwAiwq-Fa"
1. Pence a portion ofthe parking lot still to be determined. The fence
would be compliant with all Village codes.
2_ Remove only identified drywall areas in the loading dock area. This
would allow for more open square footage. Structural and permanent
walls are not to be disturbed
3. Create a Garage Doo'r opening. at grade level_ Size has yet to be
determined. All work to be performed by a licensed door contractor.
ATTACiMM B, PAGE . 1 OF 2
0001
n
I
09/25/2009 12:15 FAX 18474833029 WILLIAM PAYn AM 9002
JUJ_ 2 3 2009
WAGE mGERIS OM 321 Bond Street- we -value this
Thank you for the OPPO . rtunity to utilize to work with you on this project-
relationship
rOjeM
relation$Wp and appreciate the 0PP6*TtO1'ty
Sincerely,
D,fike Brottman
Executive Directoi
A2TAC1 W B, PAGE 2 OP 2
I
V>/L9/LVVI DIVA 10;QV rAA
Exhibit A
RESOLUTION NO. 53-09
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE AN OFFICE LEASE BETWEEN THE VILLAGE OF ELK GROVE
VILLAGE AND THE ELK GROVE PARK DISTRICT (321 BOND STREET)
wjvuL/V La
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 document
marked:
OFFICE LEASE
321 Bond Street, Elk Grove Village, Illinois
a copy of which is attached hereto and made a part hereof as if fully set forth and the Village
Clerk is authorized to attest said document upon the signature of the Mayor
Section 2: That 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 22°d day of September 2009.
APPROVED this 22 day of September 2009.
ATTEST:
Ann I. Walsh, Village Clerk
Acrmt321 BondOt =Vase
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
i
i
09/26/2009 SAT 16:24 [TX/RX NO 83471(� 02
i'
GULLO
INTERNAI10NAI
Hand Delivered
September 30, 2009
Mr. George Knickerbocker
Village Attorney
Village of Elk Grove Village
901 Wellington Street
Elk Grove Village, Illinois 60007
Re: Purchase of 321 Bond Street, Elk Grove Village, IL
Purchaser: Gullo
Seller: Village of Elk Grove
Dear George:
Enclosed please find our check #25414, in the amount of $32,000.00, payable to Chicago Title
Insurance Company, as Escrowee, which represents the Earnest Money pursuant to the above
purchase.
This check is being delivered to you in "good faith", pending the execution of the Real Estate
Sale Contract. Said Earnest Money shall be deposited in a Joint Order Escrow with Chicago Title
Insurance Company, and per the terms of Paragraph 3 of the Real Estate Sale Contract.
If you have any questions regarding the enclosed, feel free to contact me.
Sincerely,
M lann G o
MGAz
Enc.
Cc: Mr. Peter Tsantilis
GULLO INTERNATIONAL DEVELOPMENT CORPORATION • GULLO INTERNATIONAL REALTY GROUP LT
1100 Landmeier Road • Elk Grove Village, Illinois 60007 • TEL. 847.364.7000 • FAX. 847.364.
www.gullo.com • info@gullo.com