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HomeMy WebLinkAboutRESOLUTION - 39-18 - 8/14/2018 - Real estate contract Elk Grove HoldingsRESOLUTION NO.39-18 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A REAL ESTATE SALES CONTRACT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND ELK GROVE HOLDINGS INC. 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:5 NAYS:0 ABSENT: 1 PASSED this 14th day of August 2018. APPROVED this 14" day of August 2018. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk 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 Five Million Six Hundred and Ten Thousand and No/100 Dollars ($5,610,000.00), the Purchase Price, on the terms set forth herein, the following described real estate, in Cook County, Illinois (the "Property"): See Legal Description Rider Attached Hereto As Exhibit'A' (approximately 7.3 acres or 319,672 square feet) PIN: 08-22-403-014-0000 Address: 1600 Oakton Street, Elk Grove Villagc, Illinois 60007 2. ELK GROVE HOLDINGS, INC., an Illinois corporation, having its principal office located at 4900 S..Lakeshore Drive, Suite 1, Chicago, Illinois, 60651, (the "Seller"), agrees to sell the real estate and the building/improvements thereon 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 Warranty 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; and (e) general taxes for the year 2018 and subsequent years including taxes which may accrue by reason of new or additional improvements during the year(s). 3. Purchaser will pay $500,000.00 to Chicago Title Insurance Company, ("Escrowee"), as earnest money concurrent with signing this Contract, to be applied on 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 Joint Order Escrow with Chicago Title Insurance Company for the mutual benefit of the Parties. Any cost of the Joint Order Escrow shall be divided equally between the Parties. 4. Closing shall be on November 1.4, 2018, or at such earlier date as mutually agreed and is practicable by the Parties in writing, at the Rolling Meadows Office of Chicago Title Insurance Company, or such other office as is mutually agreeable, 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 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" and acknowledges that Seller has not made any representations or warranties as to the building(s) or any contents located on the Property. Seller shall not be required to pay or contribute toward any {FJWPDOCS111177/14182'00355891.DOCX; 3} expense for cost of repair to the Property unless otherwise agreed as a part of the Purchaser's due diligence. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, (i) SELLER IS CONVEYING THE PROPERTY TO PURCHASER "AS IS, WHERE IS AND WITH ALL FAULTS" AND (ii) NEITHER :PURCHASER NOR ANY OTHER PERSON IS RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER OR ANY DIRECT OR INDIRECT PARTNER, OFFICER, DIRECTOR, TRUSTEE, MEMBER, EMPLOYEE, AFFILIATE, ATTORNEY, AGENT OR BROKER OF SELLER OR ANY OF ITS AFFILIATES, AS TO ANY MATTER CONCERNING THE PROPERTY OR SELLER OR SET FORTH, CONTAINED OR ADDRESSED IN ANY DUE DILIGENCE MATERIALS (INCLUDING, WITHOUT LIMITATION, THE COMPLETENESS THEREOF), INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (ii) the dimensions or lot size of the Property or the square footage of any of the improvements thereon or of any tenant space therein, (iii) the development or income potential, or rights of or relating to, the Property, or the fitness, suitability, value or adequacy of the Property for any particular purpose, (iv) the zoning or other legal status of the Property, (v) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any Governmental Authority or of any other Person or entity (including, without limitation, the Americans with Disabilities Act of 1990, as amended), (vi) the ability of Purchaser or any of its affiliates to obtain any necessary governmental approvals, licenses or permits for the use or development of the Property, (vii) the quality of any labor and materials used in any improvements at the Property, or (viii) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, the Property. Without limiting the generality of the foregoing, Purchaser expressly acknowledges and agrees that, except as set forth herein, it is not relying on any representation or warranty of Seller or any of its affiliates or any direct or indirect partner, member, director, trustee, officer, employee, affiliate, attorney, agent or broker of any of them, whether implied, presumed or expressly provided, arising by virtue of any statute, regulation or common law right or remedy in favor of any of them. Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to Seller. For the purposes of this Agreement, "Person" means any individual, corporation, partnership, association, trust, limited liability company, or other entity or organization. 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 ("Existing Survey"). 8. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's attorney, at Seller's expense 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, and a title commitment for an 2 IWPDOCS,111177/14189J00355891.DOCX; 3) owner's 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 (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). 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. 9. If the title commitment or current ALTA Survey discloses either unpermitted exceptions or survey matters (herein referred to as "exceptions"), Seller shall have fifteen (15) 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 fifteen (15) business 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 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 credited at 105% of the last ascertainable full year's real estate tax bill, regardless of any change in real estate tax assessment; all prorations shall be final as of the Closing. 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. 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 as set forth herein, and the risk of loss due to fire, other casualty, or condemnation remains with Seller. If, prior to Closing, any such loss occurs or any condemnation action is filed, then Purchaser may terminate this Contract, in which case neither Purchaser nor Seller shall have any further liability hereunder, unless Seller's acts or omissions related to such loss or action violate its obligations under this Contract, including the representations and warranties or the covenants and agreements set forth in this Contract, in which case Purchaser may pursue any such remedy at law or equity. 3 ,F:/WPDOCSi11177/14189100355891.DOCX; 3} 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, Closing Escrow, and the expense of the extended coverage endorsement on the Owner's Policy shall be divided equally between Seller and Purchaser. All title charges relating to the Owner's Policy shall be paid by the Seller, and the cost of recording the Warranty 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. Access. 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 Phase I Environmental Site Assessment ("Phase I") which shall be paid for equally by the Parties. Such Phase I shall be conducted and concluded by September 14, 2018 or at 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 11 assessment, Purchaser shall share such concerns with Seller. Purchaser, at its sole discretion, may order and pay for said Phase II or give notice of termination of the Contract. If Purchaser proceeds with the Phase I1 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 11 Environmental Site Assessment ("Phase II"). Purchaser shall have until October 14, 2018 or such later date as mutually agreed upon by the parties or as otherwise practicable considering the timing and receipt of prior due diligence requirements, to complete said Phase 11 assessment. If the Phase II. indicates no environmental concerns, this contingency shall be satisfied. If the Phase I1 raises additional concerns either Party may terminate this Contract. With respect to any and all assessments/inspections, Purchaser shall indemnify and hold the Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys' fees and court costs) arising out of Purchaser's inspections or tests or other entry onto the Property. This indemnity shall survive the Closing or any earlier termination of this Agreement. 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 H Assessments, the Parties may elect to negotiate a monetary settlement or other resolution and the Contract shall otherwise remain in full force, and effect. Purchaser acknowledges that time is of the essence and will diligently pursue the completion of the inspection process and will notify Seller in a timely manner if it elects to terminate this Contract. In conducting any inspections, investigations or tests of the Property, Purchaser and its agents and representatives shall: (1) not disturb (1) the tenants or 4 {F'r'WPDOCS/I 1177i 14189t00355891.1)OCX; 3 ) interfere with their use of the Property, or (2) the guests at the Property; (ii) not interfere with the operation or .maintenance of the Property; (iii) not injure or otherwise cause bodily harm to Seller or any guest at the Property, or any of their respective agents, guests, invitees, contractors or employees or any tenants or their guests or invitees; (iv) comply with all applicable laws; (v) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (vi) promptly pay the cost to repair any damage to the Property resulting directly or indirectly from any such inspection or tests; and (vii) not reveal or disclose any information concerning the Property or the Hotel. 15. Seller does hereby represent to Purchaser as follows: A. As of September 21, 2018, there will be no leases, occupancy agreements, management agreements, or maintenance agreements relating to the subject Property that will affect any of the terms or conditions of this Contract, and Seller agrees not to enter into any such 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 Environmental Response, Compensation and Liability Act of 7 (F:/WPDOCS/11177/14189l00355891.DOCX; 3 ) 1980, as amended, 42, U.S.C. 9601, et seq., 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) 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. 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. {F::WPDOCS;111 77/14189/00_»891.DOCX; 3 1. 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 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. Seller agrees to indemnify and hold Purchase 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. 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 this Contract, ordinary wear and tear excepted. 17. 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 4knickerbocker(u?elkurove.org 7 iF:/WPDOCS/111771,'1418910035589LDOCX; 3} 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 Wi l liamipayne7Li'aol.com 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 mroanCu?elkgrove.org Seller: Rohit Patel c/o Elk Grove Holdings, Inc. 4900 S. Lakeshore Drive, Suite I Chicago, IL 60615-3277 Tele: 708/998-3289 Email: rohitf ix hhotelmanagersinc.cotn With a copy to: Julie L. Kaminski Wolin & Rosen, Ltd. 55 West Monroe Street, Suite 3600 Chicago, IL 60603 Tele: 312/424-0600 Fax No.: 312/424-0660 Email: ikalninski3O volinlaw.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. 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. 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. 8 {FIW PDOCS/l 1 177/14189/00355891.DOCX: 31 19. Defaults and remedies: A. Purchaser's Default. If Purchaser (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 (11) 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 Purchaser and Seller that the amount of the earnest money shall be liquidated damages for a default 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 Seiler 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. 20. 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. 21. Seller's representations and warranties shall survive after Closing, and 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 indernnity and hold harmless shall not apply to matters attributable to acts or omissions of the Purchaser of third parties. 22. 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. 9 {r:/WPDOCS!1 1 177114189io03>5991.DOCx; 3 ) 23. 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. 24. Each Party hereto shall respectively pay the fees and charges of their attorneys and consultants. 25. The Parties acknowledge that the obligations of this Contract will not be binding on the Purchaser until formal Village Board action has been taken. 26. Restrictive Covenant. Purchaser agrees that a building permit to develop the Property as a hotel or similar business shall not be issued for a period of two (2) years from the Contract Date, provided that an earlier development date may be utilized should the Purchaser choose to reimburse Seller for any verified liquidated damages resulting from such earlier development date. 27. 1031 Exchange. Purchaser acknowledges that Seller may elect to effect an exchange (the "Exchange") of the Property for property of like -kind and qualifying use (the "Exchange Property") pursuant to Section 1031 of the Internal Revenue Code as amended, and the Treasury Regulations promulgated thereunder. Notwithstanding anything contained in this Agreement to the contrary, Purchaser agrees that Purchaser shall cooperate with Seller in effecting such Exchange. Seller may effect a deferred "tax-free exchange" under Section 103I and the Treasury Regulations promulgated thereunder, including, without limitation, through the use of a "qualified intermediary" within the meaning of Treasury Regulations Section 1.1031 (k)-l(g)(4) (hereafter a "Qualified Intermediary"), as shall be selected by Seller. Purchaser shall take such steps and execute such documents, including, without limitation, the QI Assignment (as hereinafter defined), as may be reasonably necessary to assist Seller in this regard. If Seiler assigns its interest in this Agreement to a Qualified Intermediary (the "QI Assignment") as provided in Treasury Regulation Section 1. 103 1 (k)- I (g)(4) on or before the Closing Date, then Purchaser, upon written notice from Seller, shall to pay the Purchase Price to such Qualified Intermediary. [SIGNATURE PAGE TO FOLLOW] 10 (F:/WPDOCS/11177/14189/00355891.DOCX; 3) IN WITNESS WHEREOF, the Parties hereto have executed this Real Estates Sale Contract this rA day of August, 2018, the "Contract Date". SELLER: ELK GROVE H �INGS, INC., an Illinois corporation n By: Name: Rohit Pate Its: Presi t By: Name: William Moy Its: Secretary BUYER: THE VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal corporation By: Name: Craig B. Johnson Its: Mayor By: Name: Lome Murphy Its: Village Clerk Signature Page {F:(WPD0CS/11177/14189/00355891.DOCX; 21 EXHIBIT 'A' LEGAL DESCRIPTION RIDER PARCEL 1: LOT 2 IN SDK SUBDIVISION BEING A SUBDIVISION IN THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE SOUTHEAST 1/4 OF THE SOUTH EAST 1/4 (EXCEPT THAT PART LYING NORTH OF THE CENTER LINE OF HIGGINS ROAD AS ORIGINALLY LOCATED AND EXCEPT THE WEST 210.0 FEET TAKEN FOR THE COMMONWEALTH EDISON COMPANY RIGHT OF WAY) ALL IN' SECTION 22, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THAT PART TAKEN FOR BUSSE ROAD PER DOCUMENT NUMBER 12269603, RECORDED FEBRUARY 8, 1939 EXCEPTING THEREFROM THAT PART TAKEN FOR OAKTON STREET PER DOCUMENT NUMBER 9967968, RECORDED MARCH 27, 1928 ALSO EXCEPTING 'THAT PART FOR ADDITIONAL DEDICATION FOR OAKTON STREET PER CASE NUMBER 68-L-13901, AND 68- L-12783 IN THE CIRCUIT COURT AND EXCEPT THAT PART LYING NORTHERLY OF THE SOUTHERLY LINE OF HIGGINS ROAD ALSO EXCEPTING THAT PART FOR HIGGINS ROAD DEDICATED PER DOCUMENT NUMBER 8020342, RECORDED JULY 13, 1923 AND EXCEPT THAT PART TAKEN FOR THE RELOCATION OF HIGGINS ROAD PER CASE NUMBER 68-L- 12783, IN THE CIRCUIT COURT) ALSO EXCEPTING THE SOUTH 275 FEET (AS MEASURED ALONG THE WEST LINE OF BUSSE ROAD) OF THE EAST 200 FEET (AS MEASURED ALONG THE SOUTH LINE OF THE SOUTH EAST 1/4) OF THAT PART OF THE SOUTH EAST 1/4 OF SECTION 22, TOWNSHIP 41 NORTH, RANGE I I EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING WEST OF THE WEST LINE OF BUSSE ROAD AS PER THE INSTRUMENT RECORDED FEBRUARY 8, 1939 AS DOCUMENT NUMBER 12269603, ALI, IN COOK COUNTY, ILLINOIS ALSO EXCEPTING THAT PART THEREOF LYING WESTERLY AND NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE NORTH LINE OF OAKTON STREET AS DEDICATED PER CASE NUMBER. 68-1,13901, IN THE CIRCUIT COURT AND WIDENED PER DOCUMENT NUMBER 20866386, RECORDED JUNE 10, 1963 AFORESAID 600.0 FEET WEST OF THE WEST LINE OF BUSSE ROAD RIGHT OF WAY; THENCE NORTH 0 DEGREES EAST AT RIGHT ANGLES TO THE NORTH LINE OF OAKTON STREET, 488.03 FEET: THENCE NORTH 49 DEGREES 23 MINUTES 39 SECONDS EAST ALONG A STRAIGHT LINE TO THE SOUTHWESTERLY LINE OF HIGGINS ROAD AS DEDICATED FOR ROAD PURPOSES PER DOCUMENT NUMBER 8020342 AND RECORDED JULY 13, 1923, IN BOOK 175, PAGE 46, ALSO BEING THE TERMIINUS OF THE LINE HEREIN DESCRIBED, ALL IN COOK COUNTY, ILLINOIS PARCEL 2: NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCEL I FOR INGRESS AND EGRESS, CONTAINED IN THE EASEMENT AGREEMENT DATED JANUARY 17, 1980, MADE BY AND BETWEEN LASALLE NATIONAL .BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED AUGUST 23, 1978 AND KNOWN AS TRUST NUMBER 54930, AND LASALLE NATIONAL BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED JULY 12, 1976 AND KNOWN AS TRUST NUMBER 51005 RECORDED APRIL 14, 1980 AS DOCUMENT 25423254 ADDRESS: 1600 OAKTON STREET, ELK GROVE VILLAGE, ILLINOIS PIN: 08-22-403-014-0000 Exhibit A ,F:/WPDOCS/11177/14189/QU35589LD0CX; 3)