HomeMy WebLinkAboutRESOLUTION - 34-17 - 6/20/2017 - Berthold Land Trust - 434 E. Devon Public Works Building RESOLUTION NO. 34-17
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A REAL ESTATE SALES CONTRACT BETWEEN THE VILLAGE OF ELK
GROVE VILLAGE AND THE BERTHOLD LAND TRUST DATED MARCH 5,2015
NOW, THEREFORE,BE IT RESOLVED by the Mayor and Board of Trustees of
the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: #
Section 1: That the Mayor be and is hereby authorized to sign the attached documents
marked:
REAL ESTATE SALES CONTRACT
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 20th day of June 2017.
APPROVED this 20" day of June 2017.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy,Village Clerk
Execution Version
REAL ESTATE SALE CONTRACT
1. 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 "Purchaser"), agrees to purchase at a price of Seven Million Five Hundred Thousand and
no/100 Dollars($7,500,000.00),(the"Purchase Price"),on the terms set forth herein,the following
described real estate, in unincorporated Cook County, Illinois (the "Property"):
PARCEL 1:
LOTS 24, 25 AND 26 IN WILLIAM LUMPYS DEVON AVENUE FARMS SUBDIVISION
OF PART OF THE SOUTH 1/2 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 11 EAST
OF THE THIRD PRINCIPAL MERIDIAN (EXCEPT THAT PART OF LOT 27 IN WILLIAM
LUMPP'S DEVON AVENUE FARMS, BEING A SUBDIVISION IN THE SOUTH 1/4 OF
SECTION 33, TOWNSHIP 41 NORTH, RANGE 1 I EAST OF THE THIRD PRINCIPAL
MERIDIAN, RECORDED SEPTEMBER 26, 1944 AS DOCUMENT 13364273, LYING
NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A
POINT IN THE WEST LINE OF LOT 24 IN THE AFORESAID WILLIAM LUMPP'S
DEVON AVENUE FARMS SUBDIVISION, WHICH IS A DISTANCE OF 210 FEET SOUTH
OF (MEASURED AT RIGHT ANGLE TO) THE NORTH LINE OF SAID SUBDIVISION,
THENCE EAST ALONG A LINE 210 FEET SOUTH OF (MEASURED AT RIGHT ANGLES
TO) AND PARALLEL WITH THE NORTH LINE OF SAID SUBDIVISION, A DISTANCE
OF 232.40 FEET TO AN ANGLE POINT; THENCE NORTHEASTERLY A DISTANCE OF
580.53 FEET TO THE NORTHEAST CORNER OF SAID LOT 27), IN COOK COUNTY,
ILLINOIS.
PARCEL 2:
LOT 27 IN WILLIAM LUMPP'S DEVON AVENUE FARMS SUBDIVISION OF PART OF
THE SOUTH 1/2 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE
THIRD PRINCIPAL MERIDIAN (EXCEPT THAT PART OF LOT 27 IN WILLIAM
LUMPP'S DEVON AVENUE FARMS, BEING A SUBDIVISION IN THE SOUTH 1/4 OF
SECTION 33, TOWNSHIP 41 NORTH, RANGE I 1 EAST OF THE THIRD PRINCIPAL
MERIDIAN, RECORDED SEPTEMBER 26, 1944 AS DOCUMENT 13364273, LYING
NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A
POINT IN THE WEST LINE OF LOT 24 IN THE AFORESAID WILLIAM LUMPP'S
DEVON AVENUE FARMS SUBDIVISION, WHICH IS A DISTANCE OF 210 FEET SOUTH
OF (MEASURED AT RIGHT ANGLE TO) THE NORTH LINE OF SAID SUBDIVISION,
THENCE EAST ALONG A LINE 210 FEET SOUTH OF (MEASURED AT RIGHT ANGLES
TO) AND PARALLEL WITH THE NORTH LINE OF SAID SUBDIVISION, A DISTANCE
OF 232.40 FEET TO AN ANGLE POINT; THENCE NORTHEASTERLY A DISTANCE OF
580.53 FEET TO THE NORTHEAST CORNER OF SAID LOT 27) IN COOK COUNTY,
ILLINOIS.
ADDRESS: 434 E. DEVON AVENUE, ELK GROVE VILLAGE, ILLINOIS 60007
PIN'S: 08-33-401-036-0000
08-33-401-038-0000
08-33-401-039-0000
08-33-401-040-0000
(Approximately 8.6 acres or 374,616 square feet)
2. THE BERTHOLD LAND TRUST DATED MARCH 5,2015,by its Trustee, Kevin M.
Harynek, having its principal office located at 434 E. Devon Avenue, Elk Grove Village, Illinois,
60007, (the "Seller"), agrees to sell the real estate described above, (the "Property"), at the price
and terms set forth herein, and to convey or cause to be conveyed to Purchaser or its nominee,title
thereto by a recordable Trustee's Deed, subject-only to: (a)covenants,restrictions,building lines,
private, public and utility easements, and roads and highways, if any; (b) special taxes or
assessments for improvements not yet completed; (c) any unconfirmed special tax or assessment;
(d) installments not due at the date hereof of any special tax or assessment for improvements
heretofore completed; (e) general taxes for the year 2016 and subsequent years including taxes
which may accrue by reason of new or additional improvements during the year(s) and (f)
permitted exceptions set forth in Exhibit B.
3. Purchaser will pay $100,000.00 to Chicago Title Insurance Company, ("Escrowee"), as
earnest money concurrent with signing this Contract, to be applied to the Purchase Price, and
agrees to pay or satisfy the balance of the Purchase Price in cash, plus or minus prorations or
conditions, as set forth herein, at the time of Closing. Said earnest money shall be deposited in a
Strict Joint Order Escrow ("SJO") with Chicago Title Insurance Company for the mutual benefit
of the Parties. Any cost of the SJO shall be divided equally between the Parties.
4. Closing shall be on July 7, 2017, or at such other date as mutually agreed and as is
practicable by the Parties in writing, at the Rolling Meadows 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. However, and in all events, each
Party's obligation to close and complete the sale of the Property shall be expressly conditioned
and contingent upon the contemporaneous closing on the real estate legally described in Exhibit
'A' attached hereto. Neither Party shall have an obligation to complete the sale of the Property
pursuant to this Contract until said mutual contingency is completed or otherwise waived.
5. Seller shall deliver possession to Purchaser at Closing except as otherwise provided in this
Real Estate Sale Contract (the "Contract").
6. Purchaser agrees to purchase the subject Property in its present"as is condition" subject to
the complete resolution of the following two Conditions:
A. Condition 1: Resolution of all environmental issues resulting from the environmental
study(ies) to be conducted as part of Paragraph 14 herein to the sole satisfaction of the Purchaser.
2
Seller has stipulated that a Phase 1 Environmental Study was completed by Terracon
Environmental, Inc., in approximately 2008 which study has been provided to Purchaser. Seller
shall not be required to pay or otherwise contribute toward any expense for the cost of repair or
environmental remediation to the Property unless otherwise subsequently agreed to in writing.
B. Condition 2: Purchaser requires the subject Property to be cleared of all structures,
buildings, and foundations to allow for the construction of a new public works facility. As a
condition of the purchase, Seller shall complete the demolition,removal,and disposal of all six(6)
buildings and foundations, as further set forth in Paragraph 15 of this Contract. Purchaser
acknowledges that Seller has not made any representations or warranties as to the building(s) or {
any contents located on the Property.
7. Seller agrees to furnish Purchaser with any existing ALTA survey or otherwise for the
Property within fifteen (15) days of acceptance of this Contract by the Seller.
8. Purchaser shall order at Seller's expense not to exceed $2,500 and not less than thirty (30)
days prior to the time of Closing, a current ALTA survey dated after the Seller's acceptance date
of this Contract. Seller shall order 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 above and in Exhibit B; 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 may 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). Purchaser at its sole discretion shall select the land
surveyor and shall pay the fees for the land surveyor in excess of$2,500. 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 furnish Purchaser an affidavit of
title in 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 disclosed by the ALTA survey, if any, as to which the title insurer commits to extend
insurance. Any additional endorsement required by the Purchaser shall be paid for by the
Purchaser.
9. If the title commitment or survey discloses either unpermitted exceptions or survey matters
(herein referred to as"exceptions"), Seller shall have ten(10)days from the date of delivery thereof
to have the exceptions removed from the commitment or to correct such survey defects, or to have
the title insurer commit to insure against loss or damage that may be occasioned by such
exceptions, and, in the event the title insurer commits to insure, the time of Closing shall be five
(5)days after delivery of the commitment. If Seller fails to have the exceptions removed or correct
any survey defects, or in the alternative, to obtain the commitment for title insurance specified
above as to such exceptions or survey defects, or in the alternative, to obtain the commitment for
title insurance specified above as to such exceptions or survey defects within the specified time,
Purchaser may terminate this Contract or may elect,upon notice to Seller within three (3)working
days after the expiration of the ten-day period,to take title as it then is and may propose a deduction
from the Purchase Price, liens or encumbrances of a definite or ascertainable amount. Seller shall
3
have three (3) working days to agree to said deduction. If Seller does not agree to said deduction,
Purchaser may elect to terminate this Contract, without further actions of the Parties.
10. General taxes, prorated at Closing, and other similar items ("Costs") shall be escrowed at
105% of the last ascertainable real estate tax bill, regardless of any change in real estate tax
assessment. At the closing, the Purchaser and Seller shall enter into a reproration agreement to
true up the final tax obligations upon the issuance of the 2017 final tax bill, which is to be issued
in approximately August of 2018. 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. Taxes should be finalized upon the completion of the
obligation contained in the reproration agreement.
11. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall
be applicable to this Contract. Seller shall be required to provide fire insurance coverage for any
structures located on the Property pending Closing. All parties acknowledge Sellers obligation to
demolish all structures on the Property pursuant to paragraph 15.
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 escrow
and this Contract and the earnest money shall be deposited in the escrow. All costs of the New
York Style Escrow and closing Escrow shall be divided equally between Seller and Purchaser.
The Parties shall equally divide the cost of the extended coverage endorsement. Title charges
relating to the Owner's Policy shall be paid by the Seller, and the cost of recording the Trustee's
Deed and other Purchaser related charges shall be paid by the Purchaser.
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. Purchaser shall have full access, including all existing structures and buildings, to the
subject Property, for purposes of soil boring and testing, surveying, engineering, examination and
planning, and from and after the execution of this Contract in order to conduct a new or updated
Phase I Environmental Site Assessment ("Phase I") which shall be paid for solely by Purchaser.
Such Phase I shall be conducted and concluded by June 30,2017, or as such later date as mutually
agreed upon by the Parties or as otherwise practicable. If the Phase I reveals environmental
concerns that necessitate a Phase I1 assessment, Purchaser shall share such concerns with Seller.
Purchaser, at its sole discretion, may order and pay for said Phase I1 or give notice of termination
of the Contract. If Purchaser proceeds with the Phase II assessment, Purchaser shall have full
access to the subject Property for purposes of soil testing, surveying,engineering,examination and
planning, and from and after the execution of this Contract in order to conduct Phase I1
Environmental Site Assessment ("Phase I1"). Purchaser shall have until June 30, 2017 or as such
later date as mutually agreed upon by the parties or as otherwise practicable considering the timing
4
and receipt of prior due diligence requirements,to complete said Phase II assessment. If the Phase
II indicates no environmental concerns, this contingency shall be satisfied. If the Phase II raises
additional concerns either Party may terminate this Contract. With respect to any and all
assessments/inspections,Purchaser shall save and hold harmless Seller from any costs or liabilities
resulting from such access,and Purchaser shall restore the subject Property to its original condition
after each such inspection including but not limited to filling and repairing soil borings. If
Purchaser determines, in its discretion, that, as a result of any environmental inspection of the
subject Property, the subject Property is not satisfactory for the uses contemplated by Purchaser,
Purchaser may notify Seller, in writing, and terminate the Contract. As an alternative to contract
termination with respect to environmental concerns related to the Phase I or Phase II Assessments,
the Parties may endeavor to negotiate a monetary settlement or other resolution and the contract
shall otherwise remain in full force and effect. Purchaser and Seller acknowledge that time is of
the essence and will diligently pursue the completion of the inspection process and will notify
either Party in a timely manner if it elects to terminate this Contract.
15. Seller represents that it owns a qualified construction company certified and licensed by
Cook County, Illinois to perform all demolition work at the subject Property site located in Cook
County, Illinois. Purchaser agrees, as part of the Purchase Price for its purchase of the Property,
to allocate $500,000.00 of the Purchase Price to perform all demolition work on the Property (the
"Work"). Seller may commence the demolition Work no later than after Closing (approximately
July 7, 2017), and Seller shall complete the Work prior to September 7, 2017. The demolition
Work shall include the tear-down, removal, and the proper disposal of all six (6) buildings and
foundations in a professional and workmanlike manner. As a matter of clarity, there is not a
requirement for the work to include re-filling and compaction of soil, removal of storage tanks,
concrete blocks, septic fields, capping of wells, or removal of curbs and driveways. The Parties
agree that the $500,000.00 shall be retained by Purchaser from the Closing and held back from the
Purchase Price until the completion of the Work has been certified by the Elk Grove Village
Director of Public Works. The failure to perform the Work or the conditions and representations
set forth in Paragraph 16 A. to the satisfaction of the Director of Public Works by the September
7, 2017, shall cause a pro-rata portion of the $500,000.00 to be forfeited and retained by the
Purchaser. Seller agrees to maintain liability insurance and workers compensation insurance while
completing the demolition Work or when otherwise on the Property, and naming the Purchaser as
an additional party insured. Seller likewise agrees to hold the Purchaser harmless against any and
all claims arising from the demolition Work on the Property or any activity of the Seller while on
or at the Property prior to September 7, 2017.
In addition to demolition permit(s) required by Cook County or any other agency, Seller shall be
required to make application for and receive demolition permit(s) from the Village of Elk Grove,
as Purchaser intends to annex the Property to Elk Grove Village. Purchaser shall waive any fees
typically required for such demolition permit.
16. Seller does hereby represent to Purchaser as follows:
A. As of September 7, 2017, there will be no leases, occupancy agreements,
management agreements, or maintenance agreements relating to the subject Property that will
effect any of the terms or conditions of this contract, and Seller agrees not to enter into any such
5
agreements relating to the subject Property without the written consent of Purchaser. Seller will
take all actions necessary to terminate said Lease(s) and Agreement(s) prior to the closing of the
Property.
B. To the best of Seller's actual knowledge, other than the actions of the Purchaser that
resulted in this Contract, there are no other 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 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.
Further, and to the best of Seller's knowledge: (a) any use of the Property for the
generation, storage or disposal of any (1) asbestos, (2) petroleum, (3) explosives, (4) radioactive
materials, wastes or substances, or (5) any substance defined as "hazardous substances" or "toxic
substances" in the Comprehensive Enviromnental Response, Compensation and Liability Act of
1980,as amended,42,U.S.C. 9601,etseq.,the Hazardous Materials Transportation Act(49 U.S.C.
1802), the Resource Conservation and Recovery Act (42 U.S.C.6901), or in any other Applicable
Law governing environmental matters ("Environmental Laws") (collectively, "Hazardous
Materials") has been in compliance with all Environmental Laws, (b)there are not any Hazardous
Materials present on the Property, (c) the Property is currently in compliance with all
Environmental Laws; and(d) other than set forth in the Permitted Exemptions,there are currently
no Storage Tanks on the Property and any Storage Tanks formerly located on the Property were
removed in compliance with all Environmental Laws; and,
Seller has received no written notice of. (a)any pending or threatened action or proceeding
arising out of the presence of Hazardous Materials on or at the Property,or(b)any alleged violation
of any environmental laws.
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.
6
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 the Contract, 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.
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.
7
L. There are no agreements, 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.
M. Seller shall pay any and all real estate commissions or finder's fees payable in
connection with this transaction and the sale of the Property to Purchaser. Purchaser represents
and warrants that it has not utilized a broker in connection to this transaction. Seller agrees to
indemnify and hold Purchaser harmless from all loss, damage, costs and expenses (including
reasonable attorney's fees)that Purchaser may suffer as a result of any claim brought by any broker
or finder in connection with this transaction and this Contract.
17. While Seller agrees to deliver possession of the subject Property to Purchaser at Closing,
Purchaser shall allow Seller to occupy the Property until the close of business on September 7,
2017 for site demolition, the wind down of Seller's business and the activity related thereto, as a
transition period. During the transition period between Closing and September 7, 2017, Seller
shall maintain full liability insurance coverage, workers compensation coverage, and otherwise
hold the Purchaser, the Village of Elk Grove and it officers and employees, harmless from any
liability for damages that may result from Seller's utilizing the Property during the transition phase.
18. All notices to be given hereunder shall be personally delivered, sent by facsimile
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):
Purchaser: George B. Knickerbocker
Village Attorney
Village of Elk Grove Village
901 Wellington Street
Elk Grove Village, IL 60007
Tele: 847/357-4032
Fax No. 847/357-4044
gknickerbocker@elkgrove.org
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
will iamjpayne7(a aol.com
8
With a copy to: Matthew J. Roan
Deputy Village Manager
901 Wellington Ave.
Elk Grove Village, IL 60007
Tele.: 847/357-4004
Fax No: 847/357-4022
mroanLi>)elkgrove.org
Seller: Kevin M. Harynek
c/o Great Lakes Landscape Co., Inc.
434 E. Devon Avenue
Elk Grove Village, IL 60007
Tele: 847/439-3737
Cell: 847/212-8890
With a copy to: Kerry M. Lavelle
Attorney at Law
Lavelle Law, Ltd.
501 W. Colfax
Palatine, IL 60067
Tele: 847-705-7555
Fax No.: 847/241-1701
Email: klavelle e,lavellelaw.com
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 transmission or sent by
overnight courier shall be deemed effectively given on the date of such delivery.
19. 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. However, if any portion of this Contract is invalid
or unenforceable against any Party under certain circumstances,then this Contract will be deemed
to be amended by deleting such provisions. This Contract will be enforceable, as amended,to the
fullest extent allowed by law as long as the amendment does not result in a failure of consideration.
20. Defaults and remedies:
A. Purchaser's Default. If Purchase (i) fails to perform in accordance with the terms
of this Agreement, and such default is not cured within ten(10) days from the date for Purchaser's
receipt for Seller's written notice to Purchaser of such default, or (ii) breaches a representation or
warranty hereunder, then, as Seller's sole and exclusive remedy for such default, Seller shall be
entitled to retain the earnest money and any interest earned thereon; it being agreed between
Purchase and Seller that the amount of the earnest money shall be liquidated damages for a default
9
of Purchaser hereunder, because of the difficulty, inconvenience and uncertainty of ascertaining
actual damages for such default in view of the uncertainties of the real estate market, fluctuating
property values, and differences of opinion with respect to damages for breach of a real estate
transaction
B. Seller's Default. If Seller fails to perform in accordance with the terms of this
Contract and such default is not cured within ten (10) days from the date of Purchaser's written
notice to Seller of such default, Purchaser may, at its option: (a) receive a refund of all monies
deposited by Purchaser hereunder,together with all interest earned thereon,and collect all damages
to which Purchaser may be entitled, including costs incurred in connection with this Contract; (b)
specifically enforce the terms and conditions of this Contract, or (c) exercise any other right or
remedy available to Purchaser at law or in equity.
C. In the event either Purchaser or Seller defaults in the performance for any obligation
imposed upon it under the provisions of this Contract,the defaulting party shall pay all reasonable
attorneys' fees and expenses of the non-defaulting party incurred in ay litigation or negotiation
undertaken to enforce any of the obligations of the defaulting party under this Contract, or in any
litigation or negotiation in which the nondefaulting party shall, without its fault,become involved
through or on account of this Contract.
21. The Seller shall reconfirm all representations and warranties set forth in this Contract as
true, accurate, and complete on and as of the Closing Date.
22. Seller's representations and warranties shall not survive after September 7, 2017. Seller
shall indemnify, hold harmless, and defend Purchaser and its successors and assigns, from and
against any and all claims, demands, losses, liens, costs, expenses (including reasonable attorneys'
fees and court costs), damages, liabilities, judgments or decrees of whatsoever kind or nature
which, directly or indirectly, are caused by, result from, arise out of, or occur in any manner in
connection with any material inaccuracy in the representations or warranties contained herein. The
preceding indemnity and hold harmless shall not apply to matters attributable to acts or omissions
of the Purchaser of third parties.
23. The Parties shall execute all documents and take all other actions consistent with this
Contract that are reasonably necessary to consummate the transaction contemplated in this
Contract. Moreover, Purchaser intends to annex, zone, and resubdivide the currently
unincorporated Property into the corporate limits of Elk Grove Village. Seller agrees to cooperate
and take appropriate actions as may be required for purchaser to annex, zone, and resubdivide the
property within the corporate limits of Elk Grove Village in a timely manner.
24. The Parties hereto agree that time is of the essence in this transaction and that this Contract
may be executed in counterparts and shall be governed by and interpreted in accordance with the
laws of the State of Illinois.
25. Each Party hereto shall respectively pay the fees and charges of their attorneys and
consultants.
10
26. The Parties acknowledge that the obligations of this Contract will not be binding on the
Purchaser until formal Village Board action has been taken by the Corporate Authorities.
27. The parties agree that the contract is a result of a negotiated settlement from a municipal
claim of condemnation by The Village of Elk Grove Village for said property under 735 ILCS 30.
IN WITNESS WHEREOF, the Parties hereto have executed this Real Estates Sale
Contract this A day of�Ju,44 , 2017, the "Contract Date".
PURCHASER: SELLER:
THE VILLAGE OF ELK GROVE VILLAGE THE BERTHOLD LAND TRUST, by its
Trustee Dated March 5,2015
By: By:
Craig B. Johnson, Mayor Kevin M. Harynek, As Trustee
ATTEST:
By:
Lorrie Murphy, Village Clerk
5:\2001-2250\2072\Sale of 434 E.Devon\DRAFT EGV HARYNEK 434 Devon 05 19 2017 LL.Redline.6.7.17.docx
11
EXHIBIT 'A'
LEGAL DESCRIPTION RIDER
LOT 23, (EXCEPT THE NORTH 210 FEET THEREOF), IN WILLIAM LUMPP'S
DEVON AVENUE FARMS SUBDIVISION OF PART OF THE SOUTH 1/4 OF
SECTION 33, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD
PRINCIPAL MERIDIAN, (EXCEPT THE NORTH 210 FEET THEREOF) IN COOK
COUNTY, ILLINOIS.
PIN: 08-33-401-032-0000
Address: 426 E. Devon Avenue, Elk Grove Village, Illinois 60007
12
EXHIBIT 'B'
PERMITTED EXCEPTIONS
LEAKING UNDERGROUND STORAGE TANK ENVIRONMENTAL NOTICE AND NO
FURTHER REMEDIATION LETTER RECORDED FEBRUARY 4, 2003 AS DOCUMENT
0030169416.
COVENANTS AND RESTRICTIONS (BUT OMITTING ANY SUCH COVENANT OR
RESTRICTION BASED ON RACE COLOR RELIGION, SEX, HANDICAP, FAMILIAL
STATUS OR NATIONAL ORIGIN UNLESS AND ONLY TO THE EXTENT THAT SAID
COVENANT (A) IS EXEMPT UNDER CHAPTER 42 SECTION 3607 OF THE UNITED
STATES CODE OR (B) RELATES TO HANDICAP BUT DOES NOT DISCRIMINATE
AGAINST HANDICAPPED PERSONS) CONTAINED IN PLAT OF SUBDIVISION
RECORDED SEPTEMBER 26 1944 AS DOCUMENT NO. 13364273, RELATING TO
LOCATION AND CONSTRUCTION OF WATER WELLS AND WASTE DISPOSAL
SYSTEMS WHICH DOES NOT CONTAIN A REVERSIONARY OR FORFEITURE
CLAUSE.
EASEMENT IN FAVOR OF NORTHERN ILLINOIS GAS COMPANY, AN ILLINOIS
CORPORATION AND ITS/THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, TO
INSTALL OPERATE AND MAINTAIN ALL EQUIPMENT NECESSARY FOR THE
PURPOSE OF SERVING THE LAND AND OTHER PROPERTY, TOGETHER WITH THE
RIGHT OF ACCESS TO SAID EQUIPMENT AND THE PROVISIONS RELATING
THERETO CONTAINED IN THE GRANT RECORDED/FILED AS DOCUMENT NO.
19374423 AFFECTING THE EAST 10 FEET OF THE WEST 95 FEET OF THE SOUTH 340
FEET OF LOT 27.
TERMS AND PROVISIONS CONTAINED IN A VILLAGE OF ELK GROVE VILLAGE
ORDINANCE PRORATING THE COST OF CONSTRUCTION OF CERTAIN VILLAGE
IMPROVEMENTS THEREIN DESCRIBED RECORDED MAY 19, 1993 AS DOCUMENT
NUMBER 93378420.
TERMS AND PROVISIONS CONTAINED IN A VILLAGE OF ELK GROVE VILLAGE
ORDINANCE RELATING TO THE RECAPTURE OF COSTS FOR CONSTRUCTION OF A
TWELVE-INCH WATERMAIN ON DEVON AVENUE RECORDED MAY 28, 1995 AS
DOCUMENT NUMBER 95282216.
ENCROACHMENTS OF THE BUILDING CORNERS OF THE NORTHERLY-MOST METAL
BUILDING OVER THE NORTHWESTERLY LINE OF THE LAND BY .40 FEET AND .31
FEET AS SHOWN ON A PLAT OF SURVEY BY GREMLEY & BIEDERMANN, INC
ORDER NO. 962810, DATED NOVEMBER 27, 1996.
13