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HomeMy WebLinkAboutRESOLUTION - 22-07 - 4/10/2007 - ASSIGNMENT AND ASSUMPTION AGREEMENTRESOLUTION NO. 22-07 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN ASSIGNMENT AND ASSUMPTION AGREEMENT (321 BOND 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 documents marked: ASSIGNMENT AND ASSUMPTION AGREEMENT 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 10"' day of April 2007 APPROVED this 10" day of April 2007 APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Ann I. Walsh Villaae Clerk Rccl'_ I BondS1A^_rm1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("AGREEMENT") dated April 10,2007, by and between NEAL H. SHACT AS TRUSTEE OF THE NEAL H. SHACT REVOCABLE TRUST AGREEMENT DATED APRIL 17, 1987 ("Seller"), GULLO PROPERTY, LLC ("Assignor") and VILLAGE OF ELK GROVE VILLAGE ("Assignee"). WHEREAS, Seller and Assignor are parties to that certain Real Estate Sales Contract (consisting of the Real Estate Sales Contract, Conditions and Stipulations and Rider To Real Estate Sales Contract) dated on or about January 19, 2007 (referred to herein as the "Real Estate Contract") in connection with certain real and personal property located at 321 Bond Street, Elk Grove Village, Illinois ("Property"), and more particularly described therein; and WHEREAS, Seller, Assignor and Assignee have agreed to the assignment of Assignor's rights and obligations under the Real Estate Contract to Assignee subject to the terms, conditions and provisions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Assignor assigns and transfers to Assignee all of its right, title and interest in and to the Real Estate Contract. A true and accurate copy of the Real Estate Contract is attached hereto and made a part hereof as Exhibit A. 2. Assignee accepts the assignment of all Assignor's right, title and interest in and to the Real Estate Contract and assumes each and every obligation of Assignor therein and agrees to make all payments and keep and perform all conditions and covenants of the Real Estate Contract in the same manner as if Assignee were a party to the original Real Estate Contract. 3. Seller warrants and represents that Assignor and its agents, employees, successors and assigns are not in default of the Real Estate Contract, and hereby releases and discharges Assignor, its agents, employees, successors and assigns, from any and all claims, actions and suits of any kind and nature whatsoever it had, has or may have against Assignor under the Real Estate Contract. 4. In consideration for the assignment and transfer of all right, title and interest of the Assignor in the Real Estate Contract, Assignee agrees to pay Assignor the sum of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) within thirty (30) days of the execution of this Agreement by all parties. 5. Assignor deposited with Chicago Title Insurance Company, as escrow agent, under Escrow No. 027005298 the sum of Fifty Thousand and 00/100 Dollars ($50,000.00) as Earnest Money for the Real Estate Contract. As a condition to this Agreement, Seller agrees to sign the Joint Direction attached hereto as Exhibit B directing the escrow agent to return the Earnest Money to Assignor. 6. Assignor is not making and has not at any time made any representations of any kind or character, expressed or implied, with respect to the Property, including, but not limited to, any representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, tax consequences, latent or patent physical or environmental condition, utilities, valuation, or any other matter or thing regarding the Property. Assignee acknowledges and agrees that it has not relied and will not rely on, and Assignor is not liable for or bound by, any expressed or implied warranties, guaranties, statements, representations or information pertaining to the Property. Assignee represents to Assignor that it has conducted investigations of the Property that Assignee deemed necessary to satisfy itself as to the condition thereof. Assignee releases Assignor, its members, officers and agents from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) of any and every kind or character, known or unknown, which Assignee may have by virtue of this Agreement. 7. Seller and Assignor, on their own behalf and on behalf of their owners, members, officers, directors, employees, agents, attorneys, successors and assigns, do hereby mutually release, acquit and forever discharge each other, their owners, members, officers, directors, employees, agents, attorneys, successors, assigns, any parent or subsidiary entities, and each of them, from any and all actions, causes of action, claims, damages, demands, expenses, fees, attorneys' fees, interest or costs of any kind whatsoever pertaining to, or in any way resulting from any of the occurrences, transactions or facts of or regarding the Real Estate Contract. 8. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns. The parties further acknowledge and agree that this Agreement shall be governed and construed under the laws of the State of Illinois. 9. Assignor agrees to deliver to Assignee the following: a. Title Commitment issued by Chicago Title Insurance Company effective January 2, 2007; b. Legible copies of the title exceptions in Schedule B, paragraph J21; C. ADT Security Services, Inc. Commercial Sales Proposal/Agreement; d. ALTA Survey dated March 8, 2007; e. Phase I report prepared by Mionx Corporation dated May 26, 1994; f Reflective ceiling plan A2-3 dated June 19, 1995; and g. Construction plan sheet A2-2 dated June 30, 1995. 10. Assignee acknowledges that Assignor has confirmed to Seller that Assignee has no Objections and the Objection Period has expired under Section R-3 C of the Rider to the Real Estate Contract and Assignee agrees that it has no Objections other than to the Lis Pendens recorded against the Property on or about January 29, 2007 by Magna Group, LLC. 11. Assignee and Seller agree that the Closing or Closing Date, as contemplated by Section R-3 C of the aforementioned Rider, shall take place no later than April 15, 2007. 12. Assignee confines and agrees that the only broker real estate commission payable by Seller pursuant to the Real Estate Contract is the one and one half percent (1.5%) commission payable to Korman/Lederer & Associates at closing pursuant to Section 6 of the Real Estate Contract. 13. Assignee confirms and agrees that no transfer or transaction tax shall be payable to the Village of Elk Grove Village with respect to the sale of the Property pursuant to the Real Estate Agreement. 14. Seller agrees to give Assignee vacant possession to the Property on or before June 1, 2007, provided that Assignee shall have the right after the Closing to access the Property as needed, Monday through Friday, during normal business hours being 8:00 a.m. — 5:00 p.m., for the purpose of performing work to build -out the Property on those parts of the Property not occupied and used by Communitech Services, Inc. as offices, storage, warehouse or parking. Assignee agrees not to access those parts of the Property occupied and used by Communitech Services, Inc and to ensure that the build -out work performed does not disrupt Communitech Services' ability to conduct its business from the Property. 15. This Agreement is executed by Neal H. Shact as trustee, not personally, but as Trustee of the Neal H. Shact Revocable Trust Agreement dated April 17, 1987, in the exercise of the power and authority conferred upon and vested in him as such Trustee, and it is expressly understood and agreed that nothing contained herein, or contained in the Real Estate Sales Contract shall be construed as creating any liability on the part of said Neal H. Shact, personally, to perform under this Contract, either expressed or by implication herein contained, it being expressly understood that the Purchaser shall look solely to the premises herein described, and that there shall be no liability on the part of said Neal H. Shact, Trustee. [signature page follows] IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as the day and year first written above. NEAL H. SHACT AS TRUSTEE OF THE NEAL H. SHACT REVOCABLE TRUST AGREEMENT DATED APRIL 17, 1987 Neal H. Shact, Trustee GULLO PROPERTY, LLC Mario Gallo, Manager VILLAGE OF ELK GROVE VILLAGE BY: Craig B. Johnson ITS: EXHIBIT A REAL ESTATE SALES CONTRACT (SEE ATTACHED) Mar, 21, 2007 9:42AM No, 1663 P. 9 REAL ESTATE SALES CONTRACT 1. Gullo Property, LLC, an Illinois limited liability company or its nominee ("Purchaser") agrees to purchase at a price of $1,511,000.00 ("Purchase Price") based on the terms set forth herein and based on the following described real estate sales in Cook County, Illinois: 83,310.54 SQ. FT. OF LAND WITH 25,673.23 SQ. FT. INDUSTRIAL WAREHOUSE BUILDING LEGALLY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. In the event the subject property is smaller than as described hereinabove, the purchase price shall be adjusted accordingly. (If no Exhibit A is attached hereto, it shall be attached pursuant to the agreement of the parties hereto prior to expiration of the "Objection Period" set forth in Paragraph R-2 (A) of the Rider attached hereto. Such Real Estate commonly known as 321 Bond, Elk Grove Village, IL 60007 2. Neal H. Shact as Trustee of the Neal H. Shact Revocable Trust Agreement dated April 17, 1987 ("Seller") agrees to sell the real estate and the property described above, if any, at the price and terms set forth herein, and to convey or cause to be conveyed to Purchaser or nominee free and clear title thereto by a recordable Trustee Deed and a proper Bill of Sale, subject only to covenants, restrictions and easements of record acceptable to Purchaser, as Permitted Encumbrances (as defined herein) and real estate taxes not yet due and payable. 3. After five days from the later to occur of: execution of this Real Estate Sales Contract and Rider by both patties and delivery to each party of a counterpart of same executed by the other party; delivery to Purchaser of a facsimile number and e-mail address of Seller; and delivery to Purchaser of the address of Seller, Purchaser shall deposit $50,000.00 as tamest money to be applied to the Purchase Price which shall be held in an interest bearing Strict Joint Order Escrow at Chicago Title Insurance Company in Arlington Heights, Illinois ("Joint Order Escrow"), and agrees to pay or satisfy the $1,461,000 balance of the Purchase Price, plus or minus prorations, at the time of the Closing either in the form of a Cashier's Check or Wire Transfer of funds at the direction of the Seller given to Purchaser in writing not less than three (3) business days before closing. 4. Intentionally omitted 5. The time of closing shall be pursuant to the Rider attached hereto and made apart hereof, unless this Contract is terminated pursuant to Paragraphof the Rider, or on the date, if any, to which such time is extended by reason of the Conditions an6 tipulations or Paragraph R-3 of the Rider hereafter becoming operative (whichever date is later) unless subsequently mutually agreed otherwise, at the office of Chicago Title Insurance Company, in Arlington Heights, Illinois, provided title is shown to be good or is accepted by Purchaser. 6, Seller agrees to pay broker real estate commissions of one and one half percent (1,5%) to Korman/Lederer & Associates at closing. The parties represent and warrant to each other that they have retained no other brokers with respect to this transaction. 7. The earnest money shall be held in the Joint Order Escrow for the mutual benefit of the parties. The costs of the Joint Order Escrow shall be split equally between the parties. X41 Mar. 21, 2007 9:43AM No, 1663 P. 10 8. Seller warrants that Seller, its beneficiaries or agents have received no notices within the last three (3) years from any city, village or other governmental authority of zoning, building, fire or health code violations in respect to the real estate that have not been heretofore corrected. The provisions of this paragraph shall survive the Closing and delivery of the deed hereunder and remain in force and effect thereafter. 9. A duplicate original of this Contract, duly executed by the Seller shall be delivered to the Purchaser within twenty-four hours from the date of the execution hereof by Purchaser, otherwise, at the Purchaser's option, this Contract shall become null and void and the earnest money shall be refunded to the Purchaser. This Contract is subject to the Conditions and Stipulations set forth on the following pages hereof, and the Rider attached hereto, which Conditions and Stipulations and Rider are made a part of this Contract. 10. This Contract is executed by Neal H. Shact as trustee, not personally, but as Trustee of the Neal H. Shact Revocable Trust Agreement dated April 17, 1987, in the exercise of the power and authority conferred upon and vested in him as such Trustee, and it is expressly understood and agreed that nothing contained herein, or contained in the Real Estate Sales Contract shall be construed as creating any liability on the part of said Neal H. Shact, personally, to perform under this Contract, either expressed or by implication herein contained, it being expressly understood that the Purchaser shall look solely to the premises herein described, and that there shall be no liability on the part of said Neal H. Shact, Trustee. Purchaser: Gullo Property, LLC Address: 2050 East Higgins Road, Elk Grove Village, IL 60007 BY: NAME: Mario Gullo TITLE: Manager DATE OF EXECUTION: January 1 y , 2007 Seller: Neal H. Shact as Trustee of the Neal H. Shact Revocable Trust Dated April 17 17 1987 BY: NAME: Neal H. Shact TITLE: Trustee ..� NQS bate of Acceptance: Address: 321 Bond Street Elk Grove Village, IL 60007 Mar.27. 2007 9:43AM No.1663 P. 11 CONDITIONS AND STIPULATIONS 1. Rents, premiums under assignable insurance policies, water and other utility charges, fuels, prepaid service contracts, general taxes, accrued interest on mortgage indebtedness, if any, and other similar items shall be adjusted ratably as of the time of closing. The amount of the current general taxes not then ascertainable shall be adjusted on the basis of 105% of the most recent ascertainable taxes. All prorations are final unless otherwise provided herein. Existing leases and the ADP Security agreement, if any, shall then be assigned to Purchaser unless rejected by Purchaser in writing within the Objection Period. Seller shall pay the amount of any stamp tax imposed by State law on the transfer of the title, and shall furnish completed Real Estate Transfer Declarations signed by the Seller or the Seller's agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois and shall furnish any declaration signed by the Seller or Seller's Agent or meet other requirements as established by any local ordinance with regard to a transfer or transaction tax; such tax required by local ordinance shall be paid by the party upon whom such local ordinance places the obligation to pay, and if such local ordinance is silent, then the same shall be split between the parties. 2. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this contract, 3. This sale shall be closed through a "New York" style 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. The cost of the escrow shall be split equally by the Seller and Purchaser. 4. Time is of the essence of this Contract. 5. 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 in said Section. Seller will furnish Purchaser at closing the Exemption Certification set forth in said Section. tv(1s A ,U Ma r. 27. 2007 9:43AM RIDER TO REAL ESTATE SALES CONTRACT No. 1663 P. 12 DATED as of JANUARY 14 , 200713Y AND BETWEEN GULLO PROPERTY, LLC OR ITS NOMINEE ("PURCHASER") AND NEAL H. SHACT AS TRUSTEE OF THE NEAL H. SHACT REVOCABLE TRUST DATED 17r" APRIL. 1987 ("SELLER") FOR THE PROPERTY COMMONLY KNOWN AS 321 BOND STREET, ELIC GROVE VILLAGE, ILLINOIS 60007 — COOK COUNTY ("SUBJECT PROPERTY") R-1 This Rider and the printed form of the Real Estate Sales Contract attached hereto are sometimes collectively referred to herein as the "Contract". In the event of the conflict between the provisions of this Rider and those of the attached Real Estate Sales Contract, the provisions of this Rider shall control. R-2 Upon contract execution, Seller agrees to deliver to Purchaser all leases of the Subject Property, if any, as well as all existing As -Built, Architectural and Civil Plans; any Title Commitments and copies of any documents describing any Title exceptions set forth in the Title Commitments in Seller's possession, if any; any and all environmental reports: As -Built, Architectural and Civil Plans Chicago Title Insurance Company Title htsurance Commitment dated June 7, 2002 Environmental Site Assessment dated May 26, 1994 of the Premises prepared by Mionx Corporation and any existing service contracts (collectively referred to herein as the "Review Documents") - R -3 Seller shall convey marketable fee simple title to the Subject Property to Purchaser by good, sufficient and recordable trustee's deed subject only to the Permitted Encumbrances in accordance with the below provisions: A. Within three (3) business days after Seller's acceptance of this Contract, Seller shall, at the sole expense of Seller, order a title commitment (the "Commitment") for an ALTA Owner's Title Insurance Policy Form 2006 with extended coverage over all preprinted general exceptions (the "Title Policy") issued by Chicago Title Insurance Company in the full amount of the Purchase Price, covering title to the Subject Property on or after the date hereof together with legible copies of all underlying documents referenced therein (the "Underlying Documents"), Within fifteen (15) business days after Seller's acceptance of this Contract, Seller shall at the sole expense of Seller cause the Commitment and the Underlying Documents to be delivered to Purchaser. B. Within three (3) business days after the date of Seller's acceptance, Seller shall order an ALTA/ACSM Land Title Survey of the Subject Property (the "Survey") made, and so certified to Purchaser, any lender to Purchaser and Chicago Title Insurance Company by a licensed Illinois Land Surveyor as having been made, in compliance with the current "Accuracy Standards for Land Title Surveys" as established and adopted in 2005 by the American Land Title Association and the National Society of Professional Surveyors. The Survey shall show the actual square foot size of the Subject Property and include and comply with the following "Table A" Optional Requirements, to wit: 1, 2, 3, 4, 7(a), 7(b)(1), 7(c), 8, 9, 10 and l I(a). Within fifteen (15) business days after the date of Seller's acceptance of this Contract, Seller shall cause the Survey to be delivered to Purchaser. Ny3 A M Mar. 21. 2007 9:43AM No.1663 P. 13 C. Purchaser shall have until thirty (30) days after the receipt by Purchaser of the last to be received by Purchaser of the Review Documents, Commitment, the Underlying Documents and the Survey (the "Objection Period') to make objections ("Objections") to any matter, condition, lien, exception or encumbrance described therein or thereto or any other matter discovered by Purchaser including any objection that Purchaser may have to any physical condition of the Subject Property (of which Purchaser shall have a right to inspect during the Objection Period). Any Objections shall be made in writing and delivered to Seller on or before the end of the Objection Period. If Purchaser shall fail to make any Objections before the end of the Objection Period, Purchaser shall be deemed to have accepted the condition of title to the Subject Property as shown on and by the Commitment, the Survey, the Underlying Documents, and Review Documents. All matters, conditions, liens, exceptions and encumbrances contained in, described by or shown on the Commitment, the Underlying Documents, Review Documents or the Survey, not the subject of any Objections or which are created by or through Purchaser shall constitute the "Permitted Encumbrances". If any Objections are made before the end of the Objection Period, Seller shall, within five (5) business days after the making of such Objections, notify Purchaser whether Seller will cure (by removal, endorsement or otherwise to Purchaser's satisfaction) such Objections, If Seller does not timely notify Purchaser that Seller will cure all Objections, or if Seller timely notifies Purchaser that Seller will not cure any Objection, or if Seller fails to cure prior to the Closing any Objections which Seller had notified Purchaser that Seller would cure, then Purchaser may by notice to Seller given prior to the completion of the Closing elect either: to waive such uncured Objection(s) and consummate the transaction contemplated by this Contract without any reduction in the Purchase Price; or terminate this Contract and receive a full refund of the Earnest Money and interest thereon (if any). Notwithstanding the foregoing, in the event the exception or survey matter to which Purchaser has objected was voluntarily caused or permitted by Seller in violation of any of the covenants, obligations or warranties of Seller under the terms of this Contract, then Purchaser shall be entitled to all remedies set forth in Section R-10 hereof. D. The Closing shall occur within thirty (30) days of the expiration of the Objection Period (the "Closing" or "Closing Date") - R -4 From and after the date of this Contract until the consummation or termination of this Contract, Seller agrees not to sell, convey, mortgage, lease or do any other act to diminish or encumber or materially change the current status of title to the Real Estate and specifically Seller further agrees not to enter into, any other lease, rental agreement, license or tenancy affecting the Real Estate or to enter into, renew, extend or modify any Service Contract without Purchaser's prior written consent. The provisions of this paragraph shall survive the Closing and delivery of the deed hereunder and remain in full force and effect thereafter. R-5 Seller represents and warrants to Purchaser that the following statements are and will be true and correct, as of the date hereof and as of the Closing, except as otherwise expressly provided herein: A. Seller has the legal power, right and authority to enter into this Contract and to consummate the transactions contemplated hereby; B. There are no agreements affecting the operation of the Real Estate for which Purchaser shall be liable after the Closing. Mar. 21. 2001 9:43AM No, 1663 P. 14 C. Seller has received no notice from any governmental or quasi -governmental body or agency with respect to any actual or threatened taking of the Real Estate or any portion thereof for any public or quasi -public purpose by the exercise of a right of condemnation or eminent domain. D. Seller has received no notice from any pending or threatened litigation or administrative proceeding which would prohibit Seller from consummating the transaction provided for herein or which relates to Seller's ownership, occupancy, operation or management of the Real Estate; E. The Real Estate is fully insured and such insurance shall remain in full force and effect from the date of Seller's acceptance of this Contract and up to and including the date of closing and Seller agrees to advise Purchaser of all claims and notices relating to the property for said period of time. F. To the best of Seller's actual knowledge and without independent investigation, there are presently no asbestos, PCB's, hazardous waste substances or other Hazardous Materials (as hereinafter defined) present on, or under the Real Estate; G. To the best of Seller's actual knowledge, there are no pending or threatened "super liens" or similar governmental actions or proceedings that could impair the value of the Real Estate, create an unpermitted exception to title, or adversely affect Purchaser's ability to obtain financing secured by the Real Estate; H. To the best of Seller's actual knowledge, there have been no releases caused by Seller, of Hazardous Materials on or under the Real Estate; and I. Seller (1) has received no written or verbal notice that it is a potentially responsible party, and (2) received no request for information, under the Comprehensive Environmental Responses, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec 9601 et_ sea, ("CERCLA") or under the Illinois Environmental Protection Act (45 ILCS 511 et se . ("TEPA"), as to any Hazardous Materials generated at, or disposed of on or under, the Real Estate. J. Seller shall deliver or cause to be delivered to Purchaser, Seller's affidavit confirming that the sale of the Subject Property hereunder is not subject to, and does not subject Purchaser to, liability under any tax act, or otherwise impose transferee liability on Purchaser for any and all fees or costs payable by Seller. L. Seller agrees to deliver the Subject Property at closing to Purchaser in broom clean condition with roof free of leaks and all mechanicals, electrical and plumbing in good working order and condition. For purposes of this Contract, "Hazardous Materials" shall include, without limitation, substances defined as "hazardous wastes," "hazardous substances" or "toxic substances" in CERCLA, the Hazardous Materials Transportation Act, 49 U.S.0 Sec. 1802 et seg., the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Sec. 6901 et sea., and the Toxic Substance Control Act. 15 U.S.C. Sec. 6901 et.sea., and those substances defined as a "hazardous waste," or a "hazardous substance" in Section 45 ILCS 5l3 of TEPA, any other tiN) Mar. 27, 2007 9: 44AM No. 1663 P. 15 federal, state or local statute, law, ordinance, code, order, decree, rule or regulation adopted and publications promulgated pursuant to said state, local and federal laws (collectively the "Environmental Statutes"). Notwithstanding any of the Environmental Statutes to the contrary the term "hazardous Materials" includes PCB's, asbestos in any form. The foregoing covenants, representations and warranties made by Seller shall survive the Closing for 365 days, unless earlier terminated as herein set forth. Seller hereby agrees to defend, indemnify and hold Purchaser and its successors and assigns harmless from and against all liabilities, damages, fines, penalties and expenses, including reasonable attorney's fees and costs, arising out of the breach of any of the representations and warranties contained in this paragraph R-5 that Seller is notified of during the 365 day period. R-6 Purchaser represents and warrants to Seller that the following statement is and will be true and correct as of the date hereof, and as of the Closing, except as otherwise expressly provided herein' Purchaser has the legal power, right and authority to enter into this Contract and to consummate the transactions contemplated hereby. R-7 Seller and Purchaser hereby agree that either Seller or Purchaser may assign the rights under this Contract to a qualified intermediary or the Real Estate may be placed in escrow as part of a like kind exchange pursuant to Section 1031 or other relevant section of the Internal Revenue Code. Such tax deferred exchange shall not result in any delay in closing or any additional cost to Seller or Purchaser. R-8 If, after Seller's acceptance of this Contract and on or before the time of Closing, any portion of the Property is taken by exercise of the power of eminent domain or any proceedings are threatened or instituted to effect such a taking, whether temporary or permanent, Seller shall immediately give Purchaser notice of such occurrence, and Purchaser may, within thirty (30) days after receipt of such notice, elect either (a) to terminate this Agreement in which event the Earnest Money, and all interest earned thereon, if any, shall be forthwith returned to Purchaser, and all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) to close the transaction contemplated hereby as scheduled (except that if the Closing Date is scheduled on a date that is sooner that fifteen (15) days following Purchaser's receipt of such notice, at Purchaser's option, such Closing shall be delayed until Purchaser makes such election), in which event Seller shall assign and/or pay to Purchaser at Closing all condemnation awards or other damages collected or claimed with respect to such taking; provided, however, to the extent any of such awards or other damages received by Seller prior to the Closing exceeds the Purchase Price, Seller shall be entitled to retain such excess. R-9 On the Closing Date, the Property shall be delivered to Purchaser in the same good condition as the Property existed as of the end of the Objection Period, ordinary wear and tear accepted, and with regard to roof and all mechanicals, electrical, overhead doors and cranes, in good working condition. From the acceptance of this Contract by Seller until the Closing Date, the Property shall be maintained and repaired by Seller without cost to Purchaser. Purchaser shall have the right to inspect the Property within twenty four (24) hours prior to Closing to determine that the condition of the Property is as required hereby. The provisions of this paragraph shall survive the Closing and delivery of the deed hereunder and remain in full force and effect thereafter. J+#3 A ,& Mar, 27. 2001 9:44AM No. 1663 P. 16 If, prior to the Closing, any portion of the Subject Property having a value in excess pf $10,000.00 is destroyed by fire or other casualty, then Seller shall immediately so notify Purchaser and Purchaser or Seller may, at their option to be exercised within thirty (30) days of the casualty event, elect to terminate this Contract and in such an event, Purchaser shall receive a refund of the Earnest Money and all accrued interest. In the event that the parties shall not elect to terminate this Contract, the Subject Property shall be repaired prior to Closing and the Closing Date shall be extended by the time required to make such repairs. R-10 Notwithstanding any provisions to the contrary, in the event that Seller defaults under this Contract, Purchaser shall have the option either (i) to terminate this Contract and recover the entire Eamest Money deposited hereunder and all interest earned thereon, or (ii) the right to compel specific performance from Seller, and to, in either case, recover from Seller all reasonable attorney's fees and court costs incurred by Purchaser in pursuing its rights and remedies at law and in equity. The right to equitable relief shall not be construed to be in lieu of or to preclude the right to seek any other remedy at law. In the event that Purchaser defaults under this Contract, Seller shall be entitled to receive the Ernest Money as liquidated damages, it being agreed that Seller's actual damages would be difficult to ascertain and the Earnest Money represents the parties' best estimate of such damages - R -11 All notices, demands, requests, consents, approvals or other instruments required or permitted by this Contract shall be in writing and shall be executed by the party or an officer, agent or attorney of the party and shall be deemed to have been effective as of the date of actual delivery, if delivered personally, by facsimile transmission or electronic mail, or as of the date of deposit with any overnight express courier or United State Post Office if mailed by registered or certified mail, return receipt requested, wire postage prepaid, addressed as follows: To Seller: Neal H. Shact as Trustee of the Neal H. Shact Revocable Trust Dated April 17, 1987 321 Bond Street Elk Grove Village, Illinois 60007 Attn: Neal H. Shact Fax: (as provided to Purchaser by Seller) E-mail: (as provided to Purchaser by Seller) With simultaneously sent copy to: Michael J. Hogg, Esq. Business Counsel 200 South Wacker Drive, Suite 3000 Chicago, Illinois 60606 Fax: (312) 575 0602 E-mail: hogs@businesseounselaw.com To Purchaser: Gullo Property, LLC 2050 East Higgins Road Elk Grove Village, Illinois 60007 04 Ah JL,' Mar -27. 2007 9:44AM No.1663 P. 17 Attn. Mario Gullo Fax: (847) 439-1465 E-mail: mgullo@georgegullo.com With simultaneously sent copy to: Michael A. Alesia, Esq. 1111 Plaza Drive Suite 450 Schaumburg, Illinois 60173 Fax: (847) 619-3389 E-mail: malesia@alesialaw.com or such other address as may be designated from time to time by either party by written notice to the other. R-12 This Contract shall bind the successors and assigns of the parties. Purchaser shall have the right to direct Seller to convey the Real Estate to its nominee, pursuant to an assignment without novation. R-13 The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terns and provisions hereof. R-14 The parties acknowledge and agree that this Contract shall be governed by the laws of the State of Illinois. R-15 This Contract contains the entire Agreement of the parties in regard to the subject matter hereof. No agreement or commitment by either party not contained herein shall be binding unless in writing and signed by the parties. R-16 This Contract maybe executed in counterparts, all of which when taken together shall constitute and original. R-17 Upon Contract execution, Purchaser shall be allowed to place a sign on the Subject Property for marketing purposes. R-18 This Rider to Real Estate Sales Contract is executed by Neal H. Shact, not personally, but as Trustee of the Neal H. Shact Revocable Trust Agreement dated April 17, 1987, in the exercise of the power and authority conferred upon and vested in him as such Trustee, and it is expressly understood and agreed that nothing contained herein, or contained in the Rider to Real Estate Sales Contract shall be construed as creating any liability on the part of said Neal H. Shact, personally, to perform under this Rider to Real Estate Sales Contract, either expressed or by implication herein contained, it being expressly understood that the Purchaser shall look solely to the premises herein described, and that there shall be no liability on the part of said Neal H. Shact, Trustee, R-19 All documents required of either party pursuant hereto shall be fully and properly prepared, executed, attested, sealed and where necessary acknowledged on or before the Closing as required herein. All original documents in final form shall be brought to the Closing and ivKt 9 it /f Mar.27. 2007 9:44AM No. 1663 P. 18 deposited into escrow by the respective party having responsibility for the same. Copies of all documents shall be provided in advance to each party not later than five (5) days prior jo the Closing. In addition to all other documents herein required, Seller shall furnish at the Closing the following documents: A. closing/settlement/proration statement in usual and customary form setting forth all prorations between the parties and credits and adjustments to the Purchase Price; B. all documents, if any, required by law or Chicago Title Insurance Company for consummating the transaction contemplated hereunder; and C., "pay proceeds letter(s)" and/or "pay off letter(s)" in customary form(s) dated the day of the Closing, executed by Seller, the actual grantor of the Subject Property to the Purchaser if not Seller and the payee therein, expressly directing Purchaser as to whom the Purchase Price or any portion thereof is to be paid at the Closing, if not entirely to the actual grantor of the Subject Property to Purchaser. (Signature page will follow) 10 Mar. 21. 2001 9:44AM No. 1663 P. 19 IN WITNESS WHEREOF, the parties have caused this Contract to be signed by either duly authorized representatives on the date first above written. PURCHASER: GULLO PROPERTY, LLC or its Nominee i BY: 8z NAME: Mario Gullo TITLE: Manager DATE: January 11 , 2007 SELLER: Neal H. Shad as Trustee of the Neal H. Shact Revoo;.ble Trust dated April 17, 1987 BY: NAME- Neal H. Shact TITLE: Trustee DATE OF ACCEPTANCE: I Ma r. 27, 2007 9:44AM Alb Al vv� JOINT LETTER OF DIRECTION (SEE ATTACHED) No.1663 P. 20 Mar. 27. 2007 9:44AM JOINT DIRECTION FOR DISBURSEMENT OF FUNDS Chicago Title Insurance Company 85 West Algonquin Road Arlington Heights, Illinois 60005 ATTN, Melissa Clark No.1663 P. 21 Re: Escrow Number: 027005298 Seller: Neal H. Shact as Trustee of the Neal H. Shact Revocable Trust dated April 17, 1987 Purchaser: Gullo Property, LLC Property: 321 Bond, Elk Grove Village, Illinois Dear Ms. Clark: There is $50,000.00 earnest money being held in the captioned Strict Joint Order Escrow Account ("Escrow"). Pursuant to this joint direction of the parties, as evidenced by the signatures set forth below, please disburse the funds in the escrow, including any accrued interest, payable to and addressed as follows: Gullo Property, LLC 2050 East Higgins Road Elk Grove Village, Illinois 60007 In accordance with the Strict Joint Order Earnest Money Escrow Agreement, you may deduct 50% of any escrow fees from the proceeds due to my client. The remaining 50% of the escrow fees shall be charged to Seller. Michael A. Alesia Attorney for Purchaser 1111 Plaza Drive Suite 450 Schaumburg, Illinois 60173 (847) 6190-3000 Michael J. Hogg Attorney for Seller 200 South Wacker Drive Suite 3000 Chicago, Illinois 60-606 (312) 575-0600