HomeMy WebLinkAboutRESOLUTION - 33-19 - 5/28/2019 - SKN HotelsRESOLUTION NO.33-19
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A REAL ESTATE SALE CONTRACT BETWEEN THE VILLAGE OF ELK
GROVE AND SKN HOTELS, LLC (1601 OAKTON STREET)
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the
Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois, as follows:
Section 1: That the Mayor be and is hereby authorized to sign the attached document
marked:
REAL ESTATE SALE 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 document upon the signature of the Mayor.
Section 2: That this Resolution shall be in full force and effect from and after its passage
and approval according to law.
VOTE: AYES: 6 NAYS:0 ABSENT:0
PASSED this 281h day of May 2019.
APPROVED this 28th day of May 2019.
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 home rule 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 Four Million, Six Fifty
"Thousand, Nine Hundred and Twelve and No/100 Dollars ($4,650,912.00), 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 3.20 acres or 139,776 square feet)
PIN: 08-27-201-009-0000
Address: 1601 W. Oakton Street, Elk Grove Village, Illinois 60007
The parties hereby acknowledge that included in the Purchase Price is a premium the Village has
agreed to pay in order to avoid potentially costly and protracted litigation.
2. SKN HOTELS, LLC, an Illinois Limited Liability Company, having its principal office
located at 217 Cole Valley Drive, Cary, North Carolina, 27513, (the "Seller"), agrees to sell the
real estate and the building/improvements thereon described above and the personal property
consisting of furniture, fixtures and equipment, (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 Special 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).
In no event shall the Purchaser be responsible for any payments to any third party, including but
not limited to G6 Hospitality Property LIX, a Delaware Limited Liability Company, for
franchise fees or any other fees or payments that may be due from Seller. The Seller hereby
indemnifies the Purchaser and hold the Purchaser harmless for any damages, liability or charges
arising from commitments, pledges and agreement made by Seller, Seller shall terminate the
franchise agreement and any other agreement creating an obligation for the owner of the
Property as of the Closing Date and shall be responsible and indemnify Purchaser for any third
party fees due and owing.
Purchaser shall grant access to Seller for the limited purpose of removing any franchise related
items such as signage for a period of up to fifteen (15) days after the Closing. In conducting any
de -identification of the Property, Seller and its agents and representatives shall: (i) promptly pay
when due the costs of all work performed at the Property; (ii) not interfere with the operation or
maintenance of the Property; (iii) comply with all applicable laws; (iv) not permit any liens to
attach to the Hotel by reason of the exercise of its rights hereunder; and (v) maintain adequate
commercial liability and workman's compensation insurance and (vi) promptly pay the cost to
repair any damage to the Hotel resulting directly or indirectly from any such work done to de-
identify the Property. At the expiration of said fifteen day period, Purchaser shall have the right
to secure the Property and dispose of all personal property.
3. Earnest Money_. Purchaser will pay One Hundred Thousand and 00/100 Dollars
($100,000) ("Deposit") to Chicago Title Insurance Company, (` Escrowee"), as earnest money
within three (3) business days of the execution by Purchaser of this Contract, to be applied
against the Purchase Price, and further 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 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. Purchaser hereby acknowledges and agrees that the Deposit
shall be non-refundable to Purchaser in any and all events except as expressly provided for
herein.
4. Closing. Closing shall be on June 18, 2019, or at such other date as mutually agreed 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.
5. Possession_ Seller shall deliver possession to Purchaser at Closing except as otherwise
provided in this Real Estate Sale Contract (the "Contract"). Seller certifies and warrants that no
portion of the Property shall be subject to any written or oral Ieases or tenant occupancy of any
type or kind at the time of Closing.
6. ALTA Survey. Seller shall provide an ALTA survey that may be required by the Title
Company to issue the title policy in accordance with paragraph 7 hereof.
7. Title Insurance. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's
attorney, at Seller's expense and not less than ten (10) days prior to the time of Closing, a title
commitment for an owner's ALTA title insurance policy with extended coverage issued by
Chicago Title Insurance Company ("Title Insurer") in the amount of the Purchase Price, covering
title to the Property, showing title in the intended Purchaser subject only to (a) the title
exceptions set forth in Paragraph 2 above; and (b) 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 (a) and (b),
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.
8. Permitted exceptions. If the title commitment or survey discloses either unpermitted
exceptions or survey matters (herein referred to as "exceptions"), Purchaser shall notify Seller in
writing within ten (10) days of Purchaser's receipt of the commitment 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. If Seller
fails to have the exceptions removed from the title commitment, or defects on the survey
corrected, Purchaser may terminate this Contract or may elect by delivering written notice to
Seller within three (3) working days after the expiration of the ten (10) 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) business days to
agree to said deduction. If Seller does not agree to said deduction, Purchaser may elect to
thereafter terminate this Contract, without further actions of the Parties and the earnest money
Deposit shall be returned to Purchaser.
9. Eminent domain. Purchaser has enacted an ordinance authorizing the acquisition of the
Property through eminent domain in the event the Property cannot be acquired by agreement.
Nothing contained herein shall be construed as waiving or otherwise limiting Purchaser's rights
and authority to file such action in the event the transaction contemplated herein is not
consummated. This entire Contract and Purchaser's obligations contained herein are expressly
subject to the approval of this Contract by the Village Board of Elk Grove Village at its May 28,
2019 Board meeting. Notwithstanding anything to the contrary, in the event that Purchaser does
not acquire the Property for any reason other than a default by Seller purchaser agrees to forbear
from instituting any condemnation or eminent domain proceeding for a period of two (2) years
from the date of this Contract. This provision shall survive termination of this Contract.
However, in the event Seller does not acquire the Property due to a default by Seller, Purchaser
shall have the right to file an action in eminent domain, and Seller agrees to waive all defenses to
such action.
10. Real estate taxes and Other Costs. No credit shall be given Purchase for real estate taxes
and Purchaser shall be responsible for any unpaid 2018 or 2019 taxes through the date of
Closing.
It. Casualty. 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 casualty loss
occurs, Purchaser shall acquire the Property and as of Closing, Seller shall assign to Purchaser,
without representation or warranty by or recourse against Seller, all of Seller's rights in and to
any resulting insurance proceeds due Seller as a result of such damage or destruction and
Purchaser shall assume full responsibility for all needed repairs, Purchaser shall receive a credit
at Closing for any deductible amount under such insurance policies actually paid by Purchaser,
but in the event the amount of the deductible plus insurance proceeds received by Seller exceeds
the Purchase Price, any funds received in excess of the Purchase Price shall be returned to
Purchaser.
12. Escrow. This sale shall be closed through an escrow with Title Insurer, in accordance
with the general provisions of the usual form of Deed and Money Escrow Agreement ("Deed and
Money Escrow") then in use by Title Insurer, with such special provisions inserted in the escrow
agreement as may be required to conform with this Contract. Upon the creation of the Deed and
Money Escrow, anything herein to the contrary notwithstanding, payment of Purchase Price and
deposit of all other documents shall be made through the escrow, and this Contract and the
earnest money shall be deposited in the escrow. All costs of a New York Style and Deed and
Money Escrow shall be divided equally between Seller and Purchaser. The Seller shall pay the
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cost of the extended coverage endorsement. Purchaser shall pay for any endorsements it may
request from Title Insurer and other Purchaser related charges.
13. FIRPTA. 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. Studies and testing. Purchaser's obligation to close is expressly contingent upon
Purchaser satisfying itself as to the condition of the Property, including environmental matters.
Within three (3) days of the date of Seller's execution hereof, Seller shall deliver to Purchaser
any and all reports in its or its agents' possession, including any notices in regards to the
condition of the Property. As of the date of Seller's execution of this Contract, 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 any and all studies deemed necessary
by Purchaser, including a Phase I Environmental Site Assessment ("Phase I") which shall be
paid for equally by the Parties. The Village shall order such Phase I study. If the Phase I reveals
environmental concerns that necessitate a Phase II assessment, Purchaser shall notify Seller and
may, at its sole discretion, order and pay for said Phase II or give notice of termination of the
Contract, in which case the Deposit shall be returned to Purchaser 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 II Environmental Site Assessment ("Phase II"). If the
Phase II indicates no environmental concerns, this contingency shall be satisfied. If the Phase II
or any other testing raises additional concerns of the environmental contaminants set out in
paragraph 15D, 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. Purchaser acknowledges that time is of the essence and will diligently pursue the
completion of the inspection process. The Purchase Price as stated herein assumes that the
Property is free from any and all environmental contaminants, including those referenced in
paragraph 15D hereof.
At any time prior to thirty (30) days after the Contract Date, Purchaser may, in its sole and
absolute discretion, terminate this Contract by written notice to Seller (the "Termination
Notice"). If the Termination Notice is not delivered by Purchaser to Seller on or prior to
expiration of the 30-day period, Purchaser shall be deemed to have reviewed, accepted and
approved (and all representations and warranties of Seller made herein shall be subject to and
qualified by) all of the due diligence materials, all permitted exceptions, and other matters known
or deemed known to Purchaser its representatives, agents and employees. If Purchaser has
knowledge of a breach of representation, warranty or covenant and does not send a Termination
Notice to Seller, then Purchaser shall be deemed to have waived such breach.
If Purchaser delivers a Termination Notice to Seller, this Contract shall automatically terminate,
and thereafter the Deposit shall be returned to Purchaser, and Seller and Purchaser shall have no
further rights, obligations or liabilities hereunder, other than (x) payment of any fee owing to
Escrow Agent. If Purchaser does not timely deliver to Seller a Termination, Purchaser shall
have no further right to terminate this Contract except as expressly provided otherwise elsewhere
in this Contract.
15. Seller's representation. Seller does hereby represent to Purchaser as follows:
A. As of the date of Closing, there will be no leases, occupancy agreements,
management agreements, or maintenance or franchise 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 propose, 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.), 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
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
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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, other than those that may be raised by
Purchaser, there are no uncured violations of any law, ordinance, order, regulation, rule or
requirement of any governmental authority affecting the subject Property.
F. As of the date of Closing, Seller will own fee simple title to the Property. 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 Properly. Seller shall maintain the subject
6 ft� 10
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, all of which shall be released at Closing.
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.
N. Within five days of Seller's acceptance of this Contract, Seller shall deliver a true
and. correct copy of the purchase contract by and between it or its related company and G6
Hospitality, redacted for any financial information.
O. Representations, warranties and indemnifications shall survive Closing for a
period of one (1) year period.
16. Condition No Representations.
Purchaser acknowledges and agrees that: (i) Purchaser will have been given a reasonable
opportunity to inspect and investigate the Property and all aspects relating thereto, including,
without limitation, all of the physical, environmental and operational aspects of, or conditions
on, the Property, either independently or through agents and experts of Purchaser's choosing; (ii)
Purchaser will acquire the Property based upon Purchaser's own investigation and inspection of
the Property; and (iii) Purchaser will have been given a reasonable opportunity to review and
inspect the documents and other materials delivered to Purchaser or made available to Purchaser
at the Property or otherwise.
PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
EXPRESSLY SET FORTH HEREIN: SELLER IS CONVEYING THE PROPERTY TO
PURCHASER "AS IS, WHERE IS AND WITH ALL FAULTS" AND 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 OF 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 (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) except for
the environmental representations contained herein, 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,
(viii) the economics of, or the income and expenses, revenue or expense projections or
other financial matters, relating to the operation of, the Property, other than obligations
agreed to by Seller to third parties or (ix) the presence, absence, condition or compliance
of any hazardous or toxic materials or substances on, in, under, above or about the
Property or any adjoining or neighboring 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,. Seller
is not under any duty to make any inquiry regarding any matter that may or may not be
known to Seller but is under a duty to disclose any information in its possession. For the
purposes of this Contract, "Person" means any individual, corporation, partnership,
association, trust, limited liability company, or other entity or organization.
UPON CLOSING, PURCHASER SHALL ACKNOWLEDGE THAT ADVERSE, MATTERS,
INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS, DEVIATIONS AND
ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN
REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON
CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED
SELLER (AND ITS RESPECTIVE PARTNERS, AFFILIATES, AGENTS, OFFICERS,
DIRECTORS, SHAREHOLDERS AND EMPLOYEES) FROM AND AGAINST ANY AND
ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN
TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER,
KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR
ALLEGED AGAINST SELLER (AND ITS PARTNERS, AFFILIATES, AGENTS,
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY
TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT
CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY
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APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS,
CIRCUMSTANCES OR MATTERS REGARDING TILE PROPERTY. PURCHASER DOES
NOT WAIVE ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF A BREACH OF
WARRANTY OR REPRESENTATION OF SELLER OR FROM SELLER'S FAILURE TO
DISCLOSE ANY MATERIAL INFORMATION IN ITS POSSESSION.
17. Notices. 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, II, 60007
Tele: 847/357-4032
Fax No. 847/357-4044
gnickerbocker@elkgrove.org
With a copy to: William J. Payne
Attorney at Law
1100 W. Northwest IIwy., 4103
Mount Prospect, IL 60056
Tele.: 847/483-5027
Fax No: 847/483-5029
williamjpayne7@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
mroan@clkgrovc.or�
Seller: Jaydev Patel
Rameshchandra Patel
Rakesh Sojitra
Rakesh Sheliya
c/o SKN HOTELS, LLC
217 Cole Valley Drive
Cary, North Carolina, 27513
Fax No.:
Email: ��tU1�LHor� Q��liiLC6r''\
With a copy to:
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Charles Mack
Attorney at Law
Mack Law Group
1363 Shermer Road, Suite 210
Northbrook, Illinois 60062
Tele: 847/239-7212
Fax No.: 312/368-9531
Email: charles�i�}�, n1�;counscl.i}ct
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. Exhibits and Contract Complete. 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 adjudicated to be invalid or unenforceable against any
Party under certain circumstances by a court of competent jurisdiction, 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.
19. Defaults and Remedies:
A. Purchaser's Default. If Purchaser (i) fails to close on the Property in accordance
with the terms of this Contract and such default is not cured within ten (10) days from the date of
Purchaser's receipt for Seller's written notice to Purchaser of 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 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, as its sole and exclusive remedy shall have the
election of: (a) to receive a refund of all monies deposited by Purchaser hereunder, together with
all interest earned thereon, and reimbursement of all actual third -party costs and expense
incurred in conducting an inspection of the Property but not more than Ten Thousand and
00/100 Dollars ($10,000); (b) to exercise an action in specific performance to enforce the terms
and conditions of this Contract; or (c) to pursue an action in eminent domain.
IN
C. Attorney fees. 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 undertaken to enforce any of the obligations of the defaulting party under this Contract.
20. Illinois Tax Withlloidin . At least five (5) business days prior to CIosing, Seller shall
deliver to Purchaser a certificate issued by the Illinois Department of Revenue stating that no
assessed, but unpaid tax, penalties or interest are due in connection with the sale of the Property
to Purchaser under Section 9.02(d) ("Section 9.02(d)") of the Illinois Income Tax Act ("Act"), If
the certificate is not so delivered to Purchaser, as aforesaid, Purchaser may extend the Closing
until such certificate is delivered, or if the certificate is so delivered and requires that funds be
withheld pursuant to the terms thereof, then Seller shall, or Purchaser may, at the Closing, deduct
and witlrliold from the proceeds that are due to Seller the amount necessary to comply with the
withholding requirements imposed by Section 9.02(d). Purchaser shall deposit the amount so
withheld in escrow with the Closing Escrowee pursuant to the terms and conditions acceptable to
Escrowee and Purchaser, but in any event complying with Section 9.02(d)
21. Cooperation. 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.
22. Time is of the essence. 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.
23. Fees and costs. Except as specifically provided for herein, each Party hereto shall
respectively pay the fees quid charges of their attorneys and consultants.
24. BOard Approval. The Parties acknowledge that the obligations of this Contract will not
be binding on the Purchaser until formal action has been taken by the Corporate Authorities of
the Purchaser.
25. Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller
that subject to Section 24, Purchaser has the full right, power and authority, without the joinder
of any other person or entity, to enter into, execute and deliver this Contract and to perform all
duties and obligations imposed on Purchaser under this Contract, and neither the execution nor
the delivery of this Contract, nor the consummation of the purchase and sale contemplated
hereby, nor the fulfillment of or compliance with the terms and conditions of this Contract
conflict with or will result in the breach of any of the terms, conditions, or provisions of any
agreement or instrument to which Purchaser is a party or by which Purchaser or any of
Purchaser's assets is bound.
26. Closing Costs. Purchaser shall pay, on the Closing Date, (a) one half of any escrow fees
and other customary charges of the escrow agent and title company, (b) any endorsements on the
Title Policy required by Purchaser or Purchaser's lender, (c) the fees of Purchaser's counsel, (d)
the cost of Purchaser's due diligence studies unless otherwise provided herein, and (e) the cost of
recording the deed. Seller shall pay, on the Closing Date (a) one half of any escrow fees and
other customary charges of the escrow agent and title company, (b) the base ALTA title
11 P y (,'
insurance premium relating to issuance of the Title Policy (c) the fees of Seller's counsel, (d) all
recording fees payable in connection with the release and satisfaction of any monetary liens (e)
any transfer taxes that may be applicable that are usually and customarily paid by Seller and (f)
the cost of the existing survey.
27. Tax -Deferred lxchariee. Seller and/or Purchaser will, upon the request of the other
party, cooperate as reasonably required to assist the other party in facilitating a tax -deferred
exchange, including Seiler direct deeding the Property to one or more parties designated by
Purchaser. Notwithstanding the foregoing, neither party will be required to undertake any
liabilities or obligations or expend any sums of money in connection with a proposed tax-free
exchange for the benefit of the other party any tax -deferred exchange shall not delay or extend
closing. However, because Purchaser is a unit of government with the power to condemn the
Property that has threatened condemnation, Purchaser shall provide any documentation
necessary for Seller to take advantage of Section 1033 of the Internal Revenue Code.
28. Multiple Counter arts. This Contract may be executed in a number of identical
counterparts which, taken together, shall constitute collectively one agreement; in making proof
of this Contract, it shall not be necessary to produce or account for more than one such
counterpart with each party's signature. Facsimile signature pages shall be effective for purposes
of this section.
29. Amendment. This Contract may be amended only by a written instrument executed by
Seller and Purchaser.
SIGNATURE PAGES TO FOLLOWI
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IN WITNESS WHEREOF, the Parties hereto have executed this Real Estates Sale
Contract this 7 A day of I _ __-, 2019, the "Contract Date".
PURCHASER:
THE VILLAG
an Illinois ntmt
Craig B. Johnson,
GROVE VILLAGE,
oration
ATTEST:
Lor tta Murphy, VillaK Cl rk �
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SELLER:
SKN HOTELS, LLC,
An Illinois Limited Liability Company
By: — —--__--\ —
Its: anaging Member
ATTEST:
Its:
EXHIBIT 'A'
LEGAL DESCRIPTION RIDER
PARCEL 1:
LOT 1 IN SIXPENCE INN SUBDIVISION UNIT 2 BEING A RESUBDIVISION OF LOT 162 IN HIGGINS
INDUSTRIAL PARK UNIT 112, AND OF LOTS 1 AND 2 IN SIXPENCE INN SUBDIVISION, BEING A
RESUBDIVISION OF LOT 161 IN SAID HIGGINS INDUSTRIAL PARK UNIT 112, BEING A SUBDIVISION IN THE
NORTHEAST 1/4 OF SECTION 27, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL
MERIDIAN, IN COOK COUNTY, ILLINOIS SAID PROPERTY IS ALSO DESCRIBED AS: SITUATED IN THE
VILLAGE OF ELK GROVE, COUNTY OF COOK, STATE OF ILLINOIS, PART OF THE NORTHEAST QUARTER OF
SECTION 27, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE SOUTHERLY LINE OF OAKTON STREET AND THE WESTERLY
LINE OF BUSSE ROAD; THENCE, SOUTH 89 DEGREES 58 MINUTES 19 SECONDS WEST, ALONG THE
SOUTHERLY LINE OF OAKTON STREET, A DISTANCE OF 64.85 FEET TO THE POINT OF BEGINNING;
THENCE, SOUTH 00 DEGREES 13 MINUTES 37 SECONDS WEST, A DISTANCE OF 57.05 FEET; THENCE,
SOUTH 89 DEGREES 59 MINUTES 36 SECONDS WEST, A DISTANCE OF 96.93 FEET; THENCE, SOUTH 00
DEGREES 09 MINUTES 45 SECONDS WEST, A DISTANCE OF 228.27 FEET; THENCE, SOUTH 89 DEGREES 50
MINUTES 15 SECONDS WEST, A DISTANCE OF 102.98 FEET; THENCE, SOUTH 00 DEGREES 09 MINUTES 45
SECONDS WEST, A DISTANCE OF 320.01 FEET; THENCE, SOUTH 89 DEGREES 51 MINUTES 45 SECONDS
WEST, A DISTANCE OF 168.09 FEET; THENCE, NORTH 00 DEGREES 09 MINUTES 45 SECONDS EAST, A
DISTANCE OF 624.66 FEET TO THE SAID SOUTHERLY LINE OF OAKTON ROAD; THEREIN; THENCE, ALONG
SAID SOUTHERLY LINE, NORTH 89 DEGREES S8 MINUTES 20 SECONDS EAST, A DISTANCE OF 12.94 FEET
TO AN ANGLE POINT THEREIN; THENCE, CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 86
DEGREES 10 MINUTES 38 SECONDS EAST, A DISTANCE OF 300.74 FEET TO AN ANGLE POINT THEREIN;
THENCE, NORTH 89 DEGREES 58 MINUTES 19 SECONDS EAST, ALONG SAID SOUTHERLY LINE, A
DISTANCE OF 55.00 FEET TO THE POINT OF BEGINNING.
PARCEL 2:
EASEMENT FOR INGRESS AND EGRESS TO BUSSE ROAD FOR THE BENEFIT OF PARCEL 1 RECORDED
OCTOBER 19, 1994 AS DOCUMENT 94895028 AND AS AMENDED BY AGREEMENT RECORDED AS
DOCUMENT 95661359.
ADDRESS: 1601 W. OAKTON STREET, ELK GROVE VILLAGE, ILLINOIS 60007
PIN: 08-27-201-009-0000
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