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HomeMy WebLinkAboutORDINANCE - 3554 - 5/22/2018 - Intergovernmental Agreement 600 Landmeier Elk Grove townshipORDINANCE NO.3554 AN ORDINANCE AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE ELK GROVE TOWNSHIP AND THE VILLAGE OF ELK GROVE VILLAGE WHEREAS, the Village of Elk Grove Village is a Home Rule Municipality as authorized and set forth in the Constitution of the State of Illinois of 1970; and WHEREAS, the Village, as a home rule unit, may exercise any power and perform any function pertaining to its government and affairs including the power to convey real estate; and WHEREAS, the Mayor and Board of Trustees of the Village of Elk Grove Village adopted Ordinance No. 1214 on April 11, 1978, which Ordinance identified certain requirements set forth in Section 11-76-1 and Section 11-76-2 of the Illinois Municipal Code pertaining to the sale of municipal property and superseded said sections pursuant to its Home Rule Authority by establishing the right of the Village to convey real estate by contract or negotiated sale; and WHEREAS, said Ordinance further authorizes the Village Manager to pursue negotiations with prospective purchasers for property owned by the Village and for which there is no public need therefore, either now or in the future; and WHEREAS, the Village owns real estate located at 600 Landmeier Road, Elk Grove Village which property is the Village's Public Works Building; and WHEREAS, a new Public Works Building is under construction, to be completed on or before February 1, 2019, at which time the 600 Landmeier Road property will no longer be needed for public purposes; and WHEREAS, the Village Manager, pursuant to the authority of Ordinance No. 1214, has entered into negotiations for the conveyance of said property with the Elk Grove Township: and WHEREAS, the Mayor and Board of Trustees deem it to be in the best interests of the Village to convey the 600 Landmeier property to the Township pursuant to the provisions of the Intergovernmental Agreement attached hereto. 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, in exercise of its Home Rule authority as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached document marked: INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS AND THE TOWNSHIP OF ELK GROVE, ILLINOIS FOR TRANSFER OF REAL ESTATE Section 2: That the Village Manager, and the Village Attorney, or their designated agent, are hereby authorized to initiate such proceedings as are required by the conditions of said real estate sale contract in order for the Village to fulfill its obligations therein contained. Section 3: The Village Clerk is authorized to publish this Ordinance in pamphlet form. Section 4: That this Ordinance shall be in full force and effect from and after its passage, approval and publication according to law. VOTE: AYES:6 NAYS:0 ABSENT:0 PASSED this 22"d day of May 2018. APPROVED this 22"d day of May 2018. APPROVED: Mayor Crais B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk PUBLISHED this 2511 day of May 2018 in Pamphlet form. INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE VILLAGE OF ELK GROVE, ILLINOIS AND THE TOWNSHIP OF ELK GROVE, ILLINOIS FOR TRANSFER OF REAL ESTATE This Intergovernmental Agreement (this `'Agreement') entered into this __d J, day of Afgy2018, by and between the Village of Elk Grove, Illinois, a municipal corporation ("Village") and the Township of Elk Grove, Illinois, a political unit of government (`Township") (collectively referred to as the "Parties"). PREAMBLES: WHEREAS, Article VII, Section 10 of the Constitution of the State of Illinois of 1970 authorizes units of local government to contract or otherwise associate among themselves to share services and to exercise, combine or transfer any power or function in any manner not otherwise prohibited by law; and WHEREAS, the Village is a home rule municipality pursuant to Article VII, Section 6(a) of the Constitution of the State of Illinois of 1970 with the authority to exercise any power and perform any function pertaining to its government and affairs including, but not limited to, the power to regulate for the protection of the public health, safety, morals and welfare; to license; to tax; and to incur debt; and WHEREAS, the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq, provides, in part, that any power, privilege, function or authority exercised or which may be exercised by a public agency of the State of Illinois may be exercised, combined, transferred and enjoyed jointly with any other public agency or any other state of the United States to the extent not specifically or expressly prohibited by law; and WHEREAS, the Local Government Property Transfer Act, 50 ILCS 605/0.01 et seq, grants municipal corporations and townships the power to transfer real estate to one another; and 114528713.7 WHEREAS, the Village formerly held those certain property rights assigned to the Village by The Illinois State Toll Highway Authority by that certain Assignment of Interests in Property Restrictions dated November 8, 2017 and recorded with the Cook County Recorder of Deeds on November 16, 2017 as Document #1732046258, which property rights related to that certain real property located at 2400 S. Arlington Heights Road, Arlington Heights, Illinois (such property rights hereinafter described as "Village Rights") and WHEREAS, the Village owns real estate located at 600 Landmeier Road, Elk Grove, Illinois (legally deseribed in Exhibit A and hereinafter described as "Village Property'); and WHEREAS, the Township owns real estate located at 711 Chelmsford, Elk Grove; Illinois (legally described in Exhibit B and hereinafter described as "Township Property"); and WHEREAS, on or about November 27, 2017, the Township Board declared by resolution the Township Property to be "surplus" as contemplated by 601LCS 1-30-50(d); and WHEREAS, the Mayor and Board of Trustees of the Village adopted Ordinance No. 1214 on April 11, 1978, which Ordinance identified certain requirements set forth in section 1I- 76-1 and Section 11-76-2 of the Illinois Municipal Code pertaining to the sale of municipal property and superseded said sections pursuant to its Home Rule Authority by establishing the right of the Village to convey real estate by contract or negotiated sale; and WHEREAS, the Parties desire to transfer (or release, as applicable) the Village Property and Village Rights to the Township in exchange for the Township Property being transferred to the Village; and WHEREAS, on January 30, 2017, the electors of the Township deemed it conducive to the interests of the citizens and inhabitants of the Township to sell or exchange the Township Property by a vote of 84 "ayes" and 72 "nays"; and F1 WHEREAS, this Intergovernmental Agreement has been authorized by a resolution approved by a vote of 2/3 of the members of the Village's and Township's Corporate Authorities. NOW THEREFORE, in consideration of the promises and the mutual covenants, conditions and agreements hereinafter set forth, the adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. The foregoing Preambles are hereby incorporated into this Intergovernmental Agreement as if fully restated in this section. Section 2. The Township declares it is necessary or convenient for it to use, occupy or improve the Village Property for public purposes. Section 3. The Village declares it is necessary or convenient for it to use, occupy or improve the Township Property for public purposes, or cause the use, occupancy or improvement of the Township Property for public purposes. Section 4. The Township Supervisor is hereby authorized to sign an instrument of conveyance, attested to by the Township Clerk and sealed with the Township seal conveying the Township Property to the Village subject to the terns hereof. Section 5. The Township will provide the Village with title insurance, issued by Chicago Title Insurance Company (the "Title Company"), insuring title to the Township Property in an amount of Two Million dollars ($2,000,000.00) (the "Village Title Policy"). The Township has heretofore delivered to the Village that certain Commitment for Title Insurance issued by the Title Company, Commitment No. 18T008984076NC (the "Township Property Title Commitment"). Additionally, the Township has heretofore delivered to the Village that certain ALTA/NSPS Land Title Survey of the 3 Township Property prepared by United Survey Service, LLC and dated May 10, 2017 (the "Existing Township Survey"). The conveyance of the Township Property to the Village as contemplated herein will be via Special Warranty Deed, and will be subject to those Schedule B exceptions set forth in the Township Property Title Commitment and those matters shown on the Existing Township Survey. Notwithstanding the foregoing, in the event the Title Company will issue extended coverage for the Village Title Policy over the "General Exceptions" in Schedule B of the Township Property Title Comrn.itment based on an Affidavit of No Change or similar instrument regarding the Existing Township Survey, then, provided the Township is reasonably able to provide the same, the Township will provide such an Affidavit of No Change or similar instrument. If a new or revised survey is required in order to obtain extended coverage for the Village Title Policy, then the Village will be responsible for providing the same (to the extent the Village desires extended coverage). The base premium for the Village Title Policy will be paid by the Township. Any endorsements to the Village Title Policy will be at the Village's cost and expense. To the extent any new Schedule B exceptions (i.e., exceptions not appearing in the Township Property Title Commitment) which are objectionable to the Village appear in an updated title commitment between the date of this Agreement and the Closing (as defined below), the Parties shall cooperate to resolve such new exceptions prior to such Closing. Section 6. The Mayor of Elk Grove Village is hereby authorized to sign an instrument of conveyance, attested to by the Village Clerk and affixed with the Village seal conveying or releasing (as the case may be) the Village Rights and Village Property to the Township, provided, however, that possession of the Village Property to the Township will not be delivered until February 1, 2019 (unless the Village Occupancy 4 Agreement (as defined below) is sooner terminated, in which case possession of the Village Property to the Township will be delivered upon such termination). At Closing, the Parties shall execute a post -closing occupancy agreement (the `Village Occupancy Agreement") memorializing the terms pursuant to which the Village will occupy the Village Property between the date of such Closing and February 1, 2019 (or the date the Village Occupancy Agreement is sooner terminated). The Village Occupancy Agreement will be in the form attached hereto as Exhibit C, subject to modifications as may reasonably be agreed upon by the Parties prior to Closing. The parties recognize that, in contemplation of (and as part of the consideration for) this Agreement, the Village Rights have heretofore been released, waived and disclaimed by the Village pursuant to that certain Release of Property Restrictions dated as of December 12, 2017 and recorded with the Cook County Recorder of Deeds on December 13, 2017 as Document ##1734749265. Section 7. The Village will provide the Township with title insurance issued by the Title Company insuring title to the Village Property in an amount of Two Million dollars ($2,000,000.00) (the "Township Title Policy"). The Village has heretofore delivered to the Township that certain Commitment for Title Insurance issued by the Title Company, Order No. 17NW6124699 (the "Village Property Title Commitment"). Additionally, the Village has heretofore delivered to the Township that certain Plat of Survey of the Village Property prepared by Marchese and Sons, Inc. and dated May 10, 1999 (the "Existing Village Survey"). Except as otherwise provided herein, the conveyance of the Village Property to the Township as contemplated herein will be via Special Warranty Deed, and will be subject to those Schedule B exceptions set forth in the Village Property Title Commitment and those matters shown on the Existing Village 5 Survey. Notwithstanding the foregoing, in the event the Title Company will issue extended coverage for the Township Title Policy over the "General Exceptions" in Schedule B of the Village Property Title Commitment based on an Affidavit of No Change or similar instrument regarding the Existing Village Survey, then, provided the Village is reasonably able to provide the same, the Village will provide such an Affidavit of No Change or similar instrument. If anew or revised survey is required in order to obtain extended coverage for the Township Title Policy, then the Township will be responsible for providing the same (to the extent the Township desires extended coverage). The base premium for the Township Title Policy will be paid by the Village. Any endorsements to the Township Title Policy will be at the Township's cost and expense. To the extent any new Schedule B exceptions which are objectionable to the Township appear in an updated title commitment between the date of this Agreement and the Closing, the Parties shall cooperate to resolve such new exceptions prior to such Closing. Section 8. Notwithstanding anything contained in this Agreement to the contrary, except with respect to the Village Occupancy Agreement, the Village Property and the Township Property shall be conveyed free and clear of any tenancies or occupancy rights, and the Parties shall provide the Title Company with affidavits sufficient to allow any lease -related exceptions to be removed from both the Village Title Policy and the Township Title Policy (except as respects the Village Occupancy Agreement). Section 9. The simultaneous exchange of instruments of conveyance between the Village and Township, and such other documents and fees required in order to close the transaction contemplated by this Agreement, shall occur to the extent possible within 120 days after the date of this Agreement (the "Closing"). The Closing will be done through R, an escrow with the Title Company, pursuant to which the Parties shall deliver all required instruments, documents and fees to the Title Company. The cost of such escrow, as well as applicable recording fees, shall be split between the Parties. Section 10. The Village accepts the Township Property and the Township accepts the Village Property (subject to the Village Occupancy Agreement) upon receipt of the respective instruments of conveyance (and satisfaction of any other requirements of this Agreement or of the Title Company in order to issue the title policies described herein) and those documents will be filed with the recorder of deeds by the Title Company upon said receipt. Section 11. Intentionally Deleted. Section 12. The Parties agree and acknowledge that the Village Property Title Commitment identifies that certain Traffic Signal Agreement recorded October 30, 1995 as Document 95737888 (the "Traffic Signal Agreement"). Notwithstanding anything contained in this Agreement to the contrary, (i) conveyance of the Village Property to the Township as contemplated herein shall not be subject to the Traffic Signal Agreement, and (ii) prior to the Closing, the Village shall take whatever action is necessary in order for any exceptions related to the Traffic Signal Agreement to be removed from the Township Title Policy, and (iii) the Village shall indemnify the Township from any costs and expenses payable under the Traffic Signal Agreement and from any other obligations that might be asserted as being the Township's under the Traffic Signal Agreement by virtue of the To,;Amship's acquisition of the Village Property. Such indemnity obligations shall survive the Closing. II Section 13. The Parties further agree that the Village is the "Tenant" under that. certain Parking Lease dated July 16, 2013 (as amended, the "Parking Lease") pursuant to which the Village leases a parking area to the west of the Village Property from Commonwealth Edison Company ("ComEd"). As of the date of this Agreement, the Parties anticipate that the Township will enter into a new lease with ComEd for such parking area. In the event such new lease is entered into, upon the expiration or earlier termination of the Village Occupancy Agreement, the Parking Lease shall be terminated (with documentation evidencing such termination delivered to the Township). In the event the Parties instead agree that the Parking Lease will be assigned to the Township upon the expiration or earlier termination of the Village Occupancy Agreement, then prior to such expiration or earlier termination, the Parties shall reasonably cooperate to (i) obtain the consent of ComEd for the Village to assign its rights, title and interest under the Parking Lease to the "Township, effective as of the date of such expiration or earlier termination, and (ii) obtain from ComEd an estoppel certificate or similar documentation evidencing confinning that there are no outstanding defaults under the Parking Lease. In such event, any rent or other charges attributable to the period prior to the date of such expiration or earlier tenmination, and any rent or other charges attributable to the period from and after the date of such expiration or earlier termination shall be paid by the Township. The Parties' obligations under this Section 13 shall survive Closing and the expiration or earlier termination of the Village Occupancy Agreement. Section 14. As of the date of this Agreement, the Township has obtained that certain Phase I Environmental Site Assessment dated February 20, 2018 prepared by Jacob & Hefner Associates regarding the environmental condition of the Village Property (the "Phase I"). The Phase I indicated the presence of certain recognized environmental 8 conditions ("RECs"). Based on the Phase 1, the Township has obtained proposals to perform the following work items: (1) removal of certain underground storage tanks "USTs") currently located at the Village Property, and subsequent sampling, testing and reporting following completion thereof; (ii) vapor intrusion investigation, and (iii) abandonment of a groundwater monitoring well ((i)-(iii) collectively, the "Environmental Actions"). To the extent the Township desires to undertake any of the Environmental Actions prior to Closing or the expiration or earlier termination of the Village Occupancy Agreement (other than removal of the USTs), then from and after the date of this Agreement, the Village shall cooperate with the Township in connection with the Environmental Actions, including allowing the Township and its environmental consultants access to the Village Property for performance of testing and other work associated therewith. To the extent the Village desires to make use of the USTs during the period prior to the Village's vacating the Village Property upon the expiration or earlier termination of the Village Occupancy Agreement, the Township will not undertake to have said USTs removed prior to such vacating. The Township will be responsible for the cost of the Environmental Actions; provided, however (1) in the event performance of the Environmental Actions reveals environmental contamination of the soil or groundwater in excess of applicable regulatory standards (including, but not limited to, if, upon removal of the USTs, subsequent testing shows soil or groundwater contamination beyond regulatory limits), or vapor intrusion conditions at levels above regulatory limits, the Village shall be responsible for the cost of further investigation and remediation thereof and shall indemnify and hold the Township harmless from any claims, damages, liabilities, costs and expenses associated therewith, and (2) in the event any updated Phase I or other environmental report obtained by the Township prior to Closing reveals any additional RECs, the Village shall be responsible for investigation or E remediation thereof and shall indemnify and hold the Township harmless from any claims, damages, liabilities, costs and expenses associated therewith. The Village's obligations under this Section 14 shall survive Closing and the expiration or earlier termination of the Village Occupancy Agreement. Without limiting the foregoing, the Village acknowledges and agrees that the Township may perform the Environmental Actions following the expiration or earlier termination of the Village Occupancy Agreement, and the Village's obligations under this Section 14 shall be applicable even if the item(s) requiring investigation or remediation is/are not discovered until after the expiration or earlier termination of the Village Occupancy Agreement. Section 15. Each of the Parties hereby agrees and acknowledges that, in connection with this Agreement and the transaction contemplated hereby, they have been complying, and shall continue to comply, with all applicable requirements of the Illinois Open Meetings Act. Section 16. In the event of a default by either Party under this Agreement, in addition to those rights and remedies available to the non -defaulting Party at law or in equity, each Party hereby consents to the exercise by a court of competent jurisdiction of equitable powers, including, without limitation, execution by such court on behalf of the defaulting Party of those instruments as may be necessary to effect the transaction contemplated by this Agreement. Section 17. This Agreement contains all of the terms and conditions agreed upon by the Parties hereto. Section 18. This Agreement cannot be amended or terminated except by written instrument signed by all the Parties hereto. 10 Section 19. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. (Signature Page Follows] 11 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on or as of the clay and year first above written. Attest: Village Clerk Attest: Township Clerk Village of Elk Grove, a municipal corporation BY: Mayor Elk Grove Township, a political unit of government 12 Township Supervisor EXHIBIT A Legal Description of Village Property PARCEL A: LOT I IN EGTOWNSHIP SUBDIVISION; BEING A SUBDIVISION IN THE NORTHWEST QUARTER OF SECTION 27, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED MAY 7, 2018, AS DOCUMENT NUMBER 1812716072, IN COOK COUNTY, ILLP_NOIS PARCEL B: DRIVE10MY UiSENIENT" FOR T-iF 5F!`eEFIT OF F'ARCFi_ CREATED BY INSTRUMEN7 DATED .'U ` 2 19r�5 A`tiD FTECC3RDEO AS GOCUI "ENT NO. L+36 3i4. t°i+E S\' Cl7tv1'v'Ot: ;'E F+ lei FtDISON COIF PANY AND THE VILLAGE OF ELK GROVF. O.'FH THAT PART OF THE %0RTH .VEST Q AR7ER OF SECTION 27. TOWNSH'* 41 NOR"rH, RANGE 11 PAST OF, T:-1L THIRD PRINC!Pt.E MERiD+AN, OE SCFII{3EDAS CsLLO'�'vS: COMk1ENCING AT T!-IF TNTERSECrTION OF THE SJ JTH LINE OF SAID NORTI-WEST QUARTER WITH THE WEST LINE, OF SAID NOR T HWEST QWJJER2 T HENCL EAST ALONG t H4 SOU! H LINE:: Of SAID NORI'ri".^TIST L ORNFR A OISIARCU OF '1 ^ 07 FEE"T TO A POINT THENCE NORTH ALONG A LINE PARALLEL TO AND 100 02 FEET EAST OF THE WEST- LI\E O�_ THE NORTHWEST QUARI'LR 01 S=;CI 10N2e, I01.rv%S-4IP 4' NOR H RANGL F LAS 1, A DIS1 AN,'.;E OF 170,49 FFE7 TO A POINT LOCATED ON IHE CENTERLNE OF LANDMEIER ROAD, SAID POINT ALSO BEING THE POINT OF BE°GINNING, THENCE SCUIH 74� 110' 45' El3ST ALONG THE CENTERLINE OF I. ANDW!. 1+-K ROAD A 0"STANC E OF !i 20 FEET 70 A JOINT; 't HET CE NO1.0 H ALONG A LINE PARALLEL TO AND 10503. FEET EAST OF TH=_'%7ES_ LINE OF THE NORTHY EST QUARTER OF S6CTjON 27 TOWNSHIP 41 NORTIA, RANG€` If EAST Of THE- THIRD PRINC?Pe.F WRIDIAN, A DISTANCF OF 194 34 FEET; THE"4CF WFST T L:RN NG AN'' ANC -LE OF 90' 00' 00" FRON! THE L.AS- DESCRISEL COURSE A DISTANCE OF 40.00 FEET THENCE SOUTH ALONG A LINE PARRALLfiL 10 AND f.`: 00) FFF1 FAS I OF THE WEST LINL OF SFCIJCN 27 T0'P. NSHiF 41 NORTTI, RANGE 11 EAST OF T-i;-, 7HIRD PRINCIPLE MERIDIAN A {DISTANCE OF 18.3.01 FEET TO A POINT ON THE CLNILIRLINL 0 LANDIALIER RC;AD. 'T ENCL SOUTH _W 10' 45' EAST ALO(w:3 71 iE CENT RL1NF OF LANDS^E R TOAD. A DISTANICE OF 41,E FEET 70 THE POiNl OF HEGINNiNG: ALL IN THE VILLAGE OF E K GROVE, COOK COJNTY, 1AIJOIS. PERMANENT INDEX NUMBERS: 08-27-100-042-0000 AND 08-27-100-043-0000 114528713.7 EXHIBIT B Legal Description of Township Property LOT 4890 IN ELK GROVE VILLAGE SECTION 16, BEING A SUBDIVISION IN THE SOUTH 1/2 OF SECTION 29, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN. IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT THEREOF RECORDED MAY 16.1968 AS DOCUMENT 20492038 AND RE -RECORDED JUNE 12,1968 AS DOCUMENT 20517873 AND FILED ON JUNE 12,1968 AS DOCUMENT LR 2392624 IN COOK COUNTY. ILLINOIS, KNOWN AS: 711 CHELMSFORD LANE, ELK GROVE VILLAGE, ILLINOIS 6M7 PERMANENT INDEX NUMBER: 08 - 29 - 414 - 001 - 0000 114528713.7 Form of Village Occupancy Agreement [attached] 114528,13.7 POST -CLOSING USE AND OCCUPANCY AGREEMENT Village: Village of Elk Grove Village Attn: Matthew Roan, Deputy Village Manager 901 Wellington Avenue, Elk Grove Village, IL 60007 Township: Elk Gove Township Attn: Paul Pioch, Towship Administrator 2400 S. Arlington Heights Road, Arlington Heights, IL 60005 Property: 600 Landmeier Road, Elk Grove Village, Illinois 60007 Closing Date: 92018 WHEREAS, the above -captioned Village, a Municipal Corporation, and the above - captioned Township, a Political Unit of Government, are Parties to that certain Intergovernmental Agreement calling for the transfer and exchange of parcels of real estate between said Parties dated , 2018 ("the IGA"), which provides for, in part, the conveyance of the above-c ptioned Property from the Village to the Township; and WHEREAS, the Village desires to remain in possession of the Property for a period of time after the closing date and the Township is willing to permit the Village to remain in possession of the Property, including but not limited to, all buildings and structures currently located on the Property, on the hereafter stated terms, and in return for the considerations noted below. NOW, THEREFORE, the Parties mutually agree as follows: 1. The Village shall be allowed to retain sole and exclusive possession of the Property until February 1, 2019, at 11:59 P.M. ("the Possession Date"). In the event the Village desires to deliver possession of the Property to the Township prior to the Possession Date, the Village shall give not less than ten (10) days' notice. Notwithstanding anything contained herein to the contrary, from the Closing Date through the Possession Date (or the date on which possession of the Property is delivered to the Township if sooner), the Village agrees to permit the Township and any authorized representatives of the Township to enter the Property (and the building located thereon) upon at least twenty-four (24) hours' prior written notice (except in case of emergency for which no notice shall be required) and during normal business hours for the purpose of inspecting the Property and the improvements therein. 2. On the Closing Date, the Village shall deposit in escrow with William J. Payne, Attorney, as "Escrowee", the sum of Twenty Five Thousand ($25,000.00) Dollars. If possession of the Property (in the condition required by the terms of this Agreement) has not been delivered by the Village to the Township on or before the Possession Date, then from and after the Possession Date, the Escrowee shall pay to the Township from the escrowed funds the sum of $278.00 for each day that possession has not been so delivered to the Township, and the Village shall continue to be liable to the Township for such daily rate of $278.00 for each day that possession 114898881.3 of the Property is withheld from the Township and until such time as possession of the Property is delivered to the Township, even after all of the escrowed funds may have been entirely paid to the Township, without prejudice to any other rights or remedies available to the Township. Payments from Escrowee to the Township shall be made on a weekly basis in arrears. Any balance of such escrowed funds held by Escrowee following the date on which the Village delivers possession of the Property to the Township (in the condition required by the terms of this Agreement) shall be returned to the Village. Notwithstanding the foregoing, in the event that possession of the Property has not been delivered by the Village to the Township on or before June 30, 2019, then, without limiting any of the Township's rights in connection with the Village occupying the Property after the Possession Date, the daily rate set forth above shall increase to $333.33 for each day that possession of the Property is withheld from the Township and until such time as possession of the Property is delivered to the Township, and the Village shall pay the Township for all damages, consequential as well as direct, sustained by reason of the retention of possession by the Village. 3. The use and occupancy of the Property after the Closing Date shall be at the Village's own risk and the Village agrees to indemnify, save and hold the Township harmless from and against any and all damages, loss, expenses, costs, claims or demands of any nature (including reasonable attorneys' fees) arising out of or related to the use and occupancy of the Property by the Village subsequent to the Closing Date. The Village shall retain full contents and liability insurance coverage on the Property through the actual date possession of the Property is delivered to the Township regardless of the stated Possession Date. Such insurance shall name the Township as additional insured or loss payee (as appropriate). All personal property kept in the Property by the Village shall be at the Village's sole risk and the Township shall not be responsible or liable for any loss or damage thereto, or any theft thereof. The Village shall provide proof of its insurance being in effect on the Closing Date. In addition to the insurance coverages provided above, the Village shall maintain an All - Risk Insurance or Special Causes of Loss Form policy covering the Property and all improvements located therein (including the building located therein) in an amount of one hundred percent (100%) of the replacement value of such improvements, and with such deductible as a reasonably prudent owner of similarly located commercial properties would consider appropriate. This insurance may be included under a blanket policy inclusive of the contents insurance coverage described above, and shall (A) name the Township as the insured (or additional insured if included under a blanket policy); (B) provide that no act of the Village shall impede the right of the Township to receive and collect the insurance proceeds; and (C) provide that the right of the Township to the insurance proceeds in the event of covered loss to the Property shall not be diminished because of any insurance carried by the Village for the Village's own account. Notwithstanding that the Village may be a named insured with respect to such insurance policy covering the Property and all improvements thereon, the Village acknowledges that it has no right to receive any proceeds from such insurance policy (except to the extent that the Village's personal property is insured by the same policy, and then only to the extent of proceeds attributable to the Village's personal property). 4. The Village remains responsible for the full payment of the cost of all utility services furnished to the Property through the actual date the Village delivers possession to the Township. The Village shall keep all utilities in the Village's name through the date of possession. PA 114898881.3 5. From the Closing Date through the date on which possession of the Property is delivered to the Township, the Village shall maintain the Property and all improvements therein in good condition and repair. During such time, the Township shall have no obligation to perform any maintenance or make any repairs or replacements, unless such repairs or replacements are necessitated by the negligence or willful misconduct of the Township or its authorized representatives. Additionally during such time, the Village shall make no alterations to the Property or the improvements therein, other than minor, cosmetic alterations, without first obtaining the prior approval of the Township. 6. The escrow funds shall also stand as a damage deposit to guarantee the obligations of the Village pursuant to the relevant provisions of this Agreement and the IGA with respect to the condition in which the Village is to deliver the Property to the Township (although the escrow funds shall not be deemed a limitation on the damages recoverable by the Township; and in the event there are insufficient escrowed funds to reimburse the Township for non-performance of any of the Village's obligations, the Village shall pay any shortfall upon demand). In addition to the Township's right to inspect the Property prior to the Closing Date, the Township shall have the right to inspect the Property at the time possession thereof is delivered to the Township. The escrow funds shall not be released to the Village until such time as the Township has verified that possession of the Property has been delivered to the Township in broom clean condition with all personal property and debris removed, and all fixtures left in place, and otherwise in accordance with the terms of this Agreement. Additionally, the parties acknowledge that the Property includes certain partially enclosed structures near the rear of the Property which the Village uses to store materials such as salt, sand and other materials. Prior to the time possession of the Property is delivered to the Township, the Village shall remove the contents of such structures from the Property, unless the Township notifies the Village that the Township desires for all or a portion of such materials to remain. Township shall have the right to go through the Property prior to delivery of possession to ensure the Village's compliance with the foregoing. 7. This Agreement shall not be interpreted as a lease in favor of the Village as a tenant, but constitute a license to remain in use and occupancy of the Property as provided for herein. No landlord -tenant relationship has been created hereby which would give rise to any obligation of the buyer to give the Seller any notice under the Forcible Entry and Detainer Act. [END OF TEXT; SIGNATURE PAGE FOLLOWS] 114898881.3 IN WITNESS WHEREOF, the Parties have executed this Agreement this O&L— day of Adq , 2018. S , /'Ci i 6 A, jfSAh n Craig ii Johnson, Mayor Michael Sweeney, Township Supervisor Loretta M. Murphy, Village Clerk George Busse, Township Clerk William J. Payne, Escrowee 4 114898881.3 ESCROWEE DIRECTION (to be delivered by the Township following delivery of possession of the Property in accordance with the terms of the foregoing Agreement) The Township hereby acknowledges receipt of possession of the Property in a timely fashion and in accordance with the requirements of the IGA and this Agreement, and authorizes the Escrowee to disburse the escrow funds to the Village. Dated: 2019 Michael Sweeney, Township Supervisor 114898881.3