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
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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
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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