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S-1377 - 10/08/2013 - PURCHASING - Ordinances ORDINANCE 2013-PURCH-PRPTY-S-1377 AN ORDINANCE APPROVING THE PURCHASE OF 615 W. 22ND STREET WHEREAS, Associated Equipment Distributors ("Seller") is the owner of 615 W. 22nd Street, Oak Brook, Illinois ("Property"); and WHEREAS, the Property is located in a Federal Emergency Management Agency ("FEMA") floodplain and has been subject to numerous flooding incidents that have caused significant damage to the Property; and WHEREAS, previous attempts to mitigate flooding have not been successful; and WHEREAS, in July of 2010, the Seller suffered damage to the Property that exceeded 50-percent of the Property's appraised value; and WHEREAS, FEMA, through the Illinois Emergency Management Agency ("IEMA"), administers a flood mitigation grant program whereby FEMA provides grants to municipalities to purchase properties within FEMA floodplains to turn those properties back into open space; and WHEREAS, on May 3, 2013, IEMA awarded the Village a State-Local Hazard Mitigation Grant ("Grant")to purchase property within the FEMA floodplains; and WHEREAS, the Village desires to use part of the Grant to purchase the Property and to turn it into open space; and WHEREAS, Section 11-76.1-1 of the Illinois Municipal Code provides the Village the authority to purchase real property for public purposes; and WHEREAS, Section 11-76.1-3 of the Illinois Code requires the Village to publish an ordinance authorizing the purchase of real property at least twice in a newspaper within 30 days after the adoption of the ordinance for the ordinance to be effective; and WHEREAS, the Village President and Board of Trustees desire to acquire the Property for the public purposes of (i) providing open space to the residents of the Village and (ii) reducing flood damage in the Village; and WHEREAS, the Seller has agreed to sell the Property to the Village for$240,000 pursuant to the Real Estate Sales Contract("Sales Contract") attached hereto as Attachment A; and WHEREAS, the Village Board has determined that it will serve and be in the best interests of the Village and its residents to enter into the Sales Contract and to acquire the Property; NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Ordinance as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of Sales Contract. The Sales Contract by and between the Village and Associated Equipment Distributors shall be, and is hereby, approved in substantially the form attached to this Ordinance as Exhibit A. Section 3: 1 Publication. The Village Clerk shall be, and is hereby, directed to publish this Ordinance at least twice within 30 days of passage of this Ordinance in one or more newspapers Ordinance 2013-PURCH-PRPTY-S-1377 Purchase of 615 W.22nd Street Page 2 of 2 published or circulated in the municipality in accordance with Section 11-76.1-3 of the Illinois Municipal Code. Section 4: Execution of Required Documentation. The Village President and the Village Clerk shall be, and are hereby, authorized to execute the Sales Contract. The Village Manager and the Village Clerk shall be, and are hereby, authorized to execute all other documentation related thereto, and to take all action necessary for the acquisition of the Property by the Village as may be required pursuant to the Sales Contract and applicable law, including the payment of the purchase price set forth in the Sales Contract, and the payment of applicable reimbursement and closing costs, but only upon receipt by the Village Clerk of at least one original copy of the Sales Contract executed by the Seller. If the executed copy of the Sales Contract is not received by the Village Clerk within 30 days after the effective date of this Ordinance, then this authority shall, at the option of the Village Board, be null and void. Section 5: Effective Date. This Ordinance shall be in full force and effect from and after its passage by an affirmative vote of two-thirds of the elected corporate authorities holding office and publication in the manner provided by law. APPROVED THIS 24th day of September, 2013 Gopal G. Lalmalani Village President PASSED THIS 24th day of September, 2013. Ayes: Trustees Adler, Baar, Manzo, Moy, Wolin, Yusuf Nays: None Absent: None rs ATTEST: At'� wa , , Charlotte K. Pruss Village Clerk CHICAGO TITLE INSURANCE COMPANY REAL ESTATE SALE CONTRACT ILLINOIS FORM * 1. The Village of Oak Brook, Illinois (Purchaser), agrees to purchase at a price of$ 240,000.00 on the terms set forth herein, the following described real estate in DuPage County, Illinois: the property located at 615 W. 22nd Street, Oak Brook, Illinois, as legally described in Exhibit A, and with approximate size of 75,070 sf, together with any personal property and fixtures presently located thereon. All fixtures and personal property are conveyed in"as is"condition. 2. Associated Equipment Distributors (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 title thereto by a recordable special warranty deed, with release of homestead rights, if any, and a proper bill of sale, subject only to the following: (a) covenants, conditions and restrictions of record; (b)private,public and utility easements and roads and highways, if any; (c)party wall rights and agreements,or any; (d) special taxes or assessments for improvements not yet completed, (e) installments not due at the date hereof of any special tax or assessment for improvements heretofore completed; and(f)general taxes not yet due or payable. Purchaser shall have a right, in its sole discretion,to terminate this agreement within 10 days of receiving an updated title commitment if any of the items enumerated in this Section 2 interfere with Purchaser's intended use of the property, provided that this right to terminate the agreement shall not apply to items E,F,G,H,N,and O listed in Exhibit D attached hereto. 3. Seller, at his own expense, agrees to furnish Purchaser its most recent plat of survey of the above real estate pursuant to paragraph l of the attached Conditions and Stipulations. Additionally, Seller agrees to provide at closing a"no change" affidavit. 4. The time of closing shall be on November 5,2013 or on the date, if any,to which such time is extended by reason of paragraph 2 of the Conditions and Stipulations hereafter becoming operative (whichever date is later), unless subsequently mutually agreed otherwise, at the office of Chicago Title and Trust Company in Westmont, Illinois,provided title is shown to be good or is accepted by Purchaser. 5. Seller represents and warrants to Purchaser that it has not dealt with any broker or consultant in connection with the transactions contemplated by this agreement. Seller shall indemnify and hold Purchaser harmless from and against any broker's fee,finder's fees or commissions which are payable in connection with the transactions contemplated by this Agreement. 6. Purchaser represents and warrants to Seller that Purchaser has not dealt with any broker or consultant in connection with the transaction contemplated by this Agreement. Purchaser will indemnify and hold Seller harmless from and against any broker's fee, finder's fees or commissions which are payable in connection with the transactions contemplated by this Agreement. Purchaser represents and warrants: i)there are no fees or expenses due from Seller to Purchaser; and ii)Seller is not obligated to return or pay to Purchaser or any Purchaser funding source, including the Severe Repetitive Loss Pilot Program, any portion of insurance proceeds or other payments received prior to the date hereof. 7. Seller warrants that Seller, its beneficiaries or agents of Seller or of its beneficiaries have received no notices 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 or disclosed to the Purchaser. 8. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, PURCHASER AGREES TO ACQUIRE THE PROPERTY AND ACCEPT IT IN "AS IS" CONDITION AND WITH ALL FAULTS. PURCHASER ACCEPTS THE RISK OF UNKNOWN CONDITIONS ON THE PROPERTY, INCLUDING ANY WHICH MAY BE ENCOUNTERED ON DEMOLITION OF THE IMPROVEMENTS. SPECIFICALLY, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PHYSICAL CHARACTERISTICS OR SOIL CONDITION OF THE PROPERTY OR IMPROVEMENTS OR THE ENVIRONMENTAL CONDITION ON, UNDER, OR NEAR THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS RELYING SOLELY UPON AN INSPECTION, EXAMINATION, AND EVALUATION OF THE PROPERTY BY PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THIS PURCHASE AND SALE TRANSACTION, AS ARE ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. FOR THE AVOIDANCE OF DOUBT, l SELLER IS NOT RESPONSIBLE FOR THE CONTENT, COMPLETENESS OR LACK OF COMPLETENESS OF ANY REPORT PREPARED BY ANY THIRD PARTY AND DELIVERED TO PURCHASER REGARDING THE PROPERTY. 9. Seller represents and warrants that there are no leases or other contracts that encumber the property that will pass to Purchaser with this transaction. Seller shall indemnify and hold Purchaser harmless from and against any leases or other contracts that pass to Seller in connection with the transactions contemplated by this Agreement. 10. Seller hereby certifies that: (1) the Seller has revealed any other funds received for structural repairs which would represent duplicated disaster-recovery benefits such as Federal grants/assistance or insurance proceeds, and that (2) Seller will relocate outside of any floodplain mapped by FEMA. 11. Seller hereby certifies to the best of its knowledge and belief that: (a)no federal appropriated funds have been or will be paid by or on behalf of Seller to any person to influence or attempt to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee or Member of Congress regarding the award of federal assistance, or the extension, continuation, renewal, amendment, or modification of any federal assistance agreement; and(b)if any funds other than federal appropriated funds have been or will be paid to any person to influence or attempt to influence an officer or employee of Congress, or an employee of a Member of Congress in connection with any application for federal assistance,the Seller assures that it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," including information required by the instructions accompanying the form,which form may be amended to omit such information as authorized by 31 U.S.C. 1352. 12. Each party hereby certifies to the best of their knowledge and belief, there are no human burial sites, cemeteries, or human remains on,or buried under,the Property. 13. At closing, the parties shall enter into a post-closing escrow agreement in the form attached hereto as Exhibit C. Seller's liability in connection with the costs for reimbursing Purchaser as set forth in the post-closing escrow agreement shall be limited to the $50,000.00 placed into the post-closing escrow, provided that this limitation of liability shall not apply to any breach by Seller of the certification in paragraph 12 of this Agreement. 14. The submission and negotiation of this agreement shall not be deemed an offer to enter the same by Purchaser but the solicitation of such an offer by Seller. Seller agrees that its execution of this Agreement constitutes a firm offer to enter the same which may not be withdrawn for a period of fifty(50)days after delivery to Purchaser. This contract is subject to the Conditions and Stipulations set forth on the following pages, which Conditions and Stipulations are made a part of this contract. Dated: October 28 2013 VILLAGE OF O BROOK rr - By: Gopal La alani,Village Preside By: Charlotte Pruss,Village Clerk Associated Equipment Distributors By: . Printed Name: JG L ]9,4XTA&jk1 Title: V r WI A/0 OL, CONDITIONS AND STIPULATIONS 1. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's agent at the time this Agreement is executed,the plat of survey. Purchaser,at its cost and expense,shall be responsible for obtaining a title policy issued by the Chicago Title Insurance Company in the amount of the purchase price, covering title to the real estate on or after the date hereof. The Seller is responsible for insuring that at the time the title commitment is issued to Purchaser,the title commitment shows title in the intended grantor subject only to(a)the general exceptions contained in the policy,(b)the title exceptions set forth above,and(c)title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of closing and which the Seller shall 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 survey,if any,as to which the title insurer commits to extend insurance in the manner specified in paragraph 2 below. 2. If the title commitment or plat of survey discloses either unpermitted exceptions or survey matters that render the title unmarketable (herein referred to as "survey defects"), Seller shall have 30 days from the date of delivery thereof to have the exceptions removed from the commitment or to correct such survey defects or to have the title insurer commit to insure against loss or damage that may be occasioned by such exceptions or survey defects, and, in such event,the time of closing shall be 35 days after delivery of the commitment or the time expressly specified in paragraph 5 on the second page hereof,whichever is later. If Seller fails to have the exceptions removed or correct any survey defects,or in the alternative,to obtain the commitment for title insurance specified above as to such exceptions or survey defects within the specified time,Purchaser may terminate this agreement or may elect,upon notice to Seller within 10 days after the expiration of the 30-day period,to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount. If Purchaser does not so elect,this contract shall become null and void without further action of the parties. 3. Rents,premiums under assignable insurance policies,water and other utility charges,fuels,prepaid service contracts,general real estate taxes for the 2013 tax year due and payable in 2014(including consideration of the attached certificate of error)and, if not paid, the general real estate taxes for the 2012 tax year due and payable in 2013,and 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(as adjusted to account for the attached certificate of error); All prorations are final unless otherwise provided herein.No existing leases,insurance policies,or any other contract, if any, shall be assigned to Purchaser; The parties acknowledge the transaction contemplated is exempt from state transfer tax pursuant to 35ILCS 200/31-45. Purchaser shall pay any county or local transfer tax. 4.The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this contract. 5.At the election of Seller or Purchaser upon notice to the other party not less than 5 days prior to the time of closing,this sale shall be closed through an escrow with Chicago Title and Trust Company, in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then in use by Chicago Title and Trust 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 closing costs shall be shared equally by the parties.. 6. Seller shall cause to be recorded with the deed the deed restriction attached hereto as Exhibit B. 7.Time is of the essence of this contract. 8.All notices herein required shall be in writing and shall be served on the parties at the addresses following their signatures. The mailing of a notice by registered or certified mail,return receipt requested,shall be sufficient service. 9. Seller represents that he 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. EXHIBIT A Legal Description That part of the Southwest Quarter of Section 24 Township 39 North, Range 11, East of the Third Principal Meridian, DuPage County Illinois, being more fully described as follows: Commencing at the Southeast Corner of the Southwest Quarter of said Section 24; thence South 89 degrees 36 minutes 25 seconds, West along the South line of the Southwest Quarter of said Section 24, said line also being the center line of 22nd Street a distance of 1185.0 feet; then North 0 degrees 23, minutes 35 seconds West a distance of 85.37 feet to a point on the North right of way line of 22nd Street (Cermak road) said point also being on the Westerly line of a dedicated road, recorded March 21, 1962 as document Number R62-7996; thence continuing North 0 degrees 23 minutes 35 seconds West, along the Westerly line of said dedicated road, a distance of 50.02 feet; thence North 88 degrees 57 minutes 39 Seconds West along a line which is 50.0 feet Northerly of as measured parallel with and perpendicular to the Northerly right of way line of 22nd Street (Cermak Road) a distance of 387.52 feet for a place of beginning; thence continuing North 88 degrees 57 minutes 39 seconds West along the previously described line a distance of 197.40 feet; thence South 89 degrees 36 minutes 25 seconds West along a line which is 50.0 feet Northerly of as measured parallel with and perpendicular to the Northerly right of way . line of 22nd street a distance of 46.26 feet; thence North 0 degrees 23 minutes 35 seconds West a distance of 214.26 feet; thence North 52 degrees 43 minutes 55 seconds East a distance of 304.52 feet; thence South 0 degrees 23 minutes 35 seconds East a distance of 401.92 feet to the place of beginning, in DuPage County Illinois. Exhibit B Deed Restriction In reference to the property ("Property") conveyed by the Deed between Associated Equipment Distributors participating in the federally-assisted acquisition project ("the Grantor") and the Village of Oak Brook, Illinois, its successors and assigns ("the Grantee"): WHEREAS, the Severe Repetitive Loss Pilot Program ("SRL"), as authorized under Sections 1361(A) of the National Flood Insurance Act of 1968 (NFIA, or "the Act"), 42 USC 4011 et seq., as amended by the National Flood Insurance Reform Act of 1994 (NFIRA), Public Law 103-325 and the Bunn ing-Bereuter-Blumenauer Flood Insurance Reform Act of 2004, Public_ Law 108-264, identifies the use of SRL funds for uses that reduce flood damages to properties insured under the National Flood Insurance Program ("NFIP"); WHEREAS, the SRL program provides a process for a local government, through the State, to apply for federal funds for repetitive flood claims mitigation assistance to acquire interests in property, including the purchase of structures in the floodplain, to demolish and/or remove the structures, and to maintain the use of the Property as open space in perpetuity; WHEREAS, the State of Illinois has applied for and been awarded such funding from the Department of Homeland Security / Federal Emergency Management Agency ("FEMA"), and has entered into an SRL Grant Agreement dated August 26, 2010 with FEMA and herein incorporated by reference; WHEREAS, the Property is located in the Village of Oak Brook, Illinois, and the Village of Oak Brook participates in the National Flood Insurance Program ("NFIP") and is in good standing with NFIP as of the date of the Deed; WHEREAS, the Village of Oak Brook, Illinois, acting by and through the Village Board, has applied for and been awarded federal funds pursuant to an agreement with the State of Illinois dated May 3, 2013 ("State-Local Agreement'), and herein incorporated by reference; WHEREAS, the terms of the NFIA, Federal program requirements consistent with 44 C.F.R. 206.434(e), the Grant Agreement, and the State-local Agreement require that the Grantee agree to conditions that restrict the use of the land to open space in perpetuity in order to protect and preserve natural floodplain values; Now,therefore, the grant is made subject to the following terms and conditions: 1. Terms. Pursuant to the terms of the NFIA, Federal program requirements consistent with 44 C.F.R. 206.434(e), the Grant Agreement, and the State-local Agreement, the following conditions and restrictions shall apply in perpetuity to the Property described in the attached deed and acquired by the Grantee pursuant to FEMA program requirements concerning the acquisition of property for open space: a. Compatible uses. The Property shall be used only for purposes compatible with open space, recreational, or wetlands management practices; in general, such uses include parks for outdoor recreational activities, nature reserves, unimproved permeable parking lots and other uses consistent with FEMA SRL Program Guidance for open space acquisition. b. Structures. No new structures or improvements shall be erected on the Property other than: i. A public facility that is open on all sides and functionally related to the open space use; ii. A public rest room; or iii. A structure that is compatible with the uses described in Paragraph 1(a), above, and approved by the Director in writing prior to the commencement of the construction of the structure. Any structures built on the Property according to this paragraph shall be floodproofed or elevated to the Base Flood Elevation plus one foot of freeboard. C. Disaster Assistance. No disaster assistance from any Federal source for any purpose related to the Property may be sought, nor will such assistance be provided; d. Transfer. The Grantee shall convey any interest in the Property only if the Regional Director of FEMA gives prior approval of the transferee in accordance with this paragraph. The Grantee may only convey an interest in the Property to another public entity or to an organization with conservation purposes qualified under Section 170(h) of the Internal Revenue Code of 1954, as amended, and applicable regulations promulgated thereunder. However, the Grantee may convey a lease or an easement to a private individual or entity for purposes compatible with the uses described in Paragraph 1(a), above, with the prior approval of the Regional Director, and so long as the conveyance does not include authority to control and enforce these terms and conditions. If title to the Property is transferred to a public entity that is not a qualified state or federal agency with a conservation mission, it must be conveyed subject to a Conservation Easement that shall be recorded with the deed and shall incorporate all terms and conditions set forth herein, including the easement holder's responsibility to enforce the easement. This shall be accomplished by one of the following means: i. The Grantee shall convey, in accordance with section (d), above, a conservation easement to an entity other than the title holder, or ii. At the time of title transfer, the Grantee shall retain such conservation easement, and record it with the deed. 2. Inspection. FEMA, its representatives, and assigns, including the State of Illinois, shall have the right to enter upon the Property, at reasonable times and with reasonable notice, for the purpose of inspecting the Property to ensure compliance with the terms of the grant. 3. Monitoring and Reporting. Every three years on October 15, the Grantee, through the State of Illinois, shall submit to the FEMA Regional Director a report certifying that the Grantee has inspected the subject Property within the month preceding the report, and that the Property continues to be maintained consistent with the provisions of the grant. 4. Enforcement. If the subject Property is not maintained according to the terms of the grant, the Grantee, the State of Illinois, and FEMA, its representatives, and assigns are responsible for taking measures to bring the Property back into compliance. a. The State will notify the Grantee in writing and advise the Grantee that it has 60 days to correct the violation. b. If the Grantee fails to demonstrate a good faith effort to come into compliance with the terms of the grant within the 60-day period, the State shall enforce the terms of the grant by taking any measures it deems appropriate, including but not limited to bringing an action at law or in equity in a court of competent jurisdiction. C. FEMA, its representatives and assigns may enforce the terms of the grant by taking any measures it deems appropriate, including but not limited to the following: i. Requiring transfer of title in accordance with Paragraph 1(d). The Grantee shall bear the costs of bringing the Property back into compliance with the terms of the grant; or ii. Bringing an action at law or in equity in a court of competent jurisdiction against the State or the Grantee. 5. Severability. Should any provision of this grant or the application thereof to any person or circumstance be found to be invalid or unenforceable, the rest and remainder of the provisions of this grant and their application shall not be affected and shall remain valid and enforceable. GRANTOR: ASSOCIATED EQUIPME T DISTRIBUTORS By: Printed Name: G��R �X r ��< Title:— VP j—! Am A)&)4-, Date: Jlt GRANTEE: VILLAGE OF OAK BROOK By: David Niemeyer, Village Manager By: Charlotte Pruss, Village Clerk Date: October 28, 2013 EXHIBIT C POST-CLOSING ESCROW AGREEMENT This POST-CLOSING ESCROW AGREEMENT ("Agreement') is made as of the day of , 2013 ("Effective Date"), by and among the VILLAGE OF OAK BROOK, ILLINOIS, an Illinois municipal corporation ("Purchaser"), and ASSOCIATED EQUIPMENT DISTRIBUTORS, a not-for-profit corporation of Illinois, ("Seller") and CHICAGO TITLE INSURANCE COMPANY whose address is 10 S. LaSalle Street, Chicago, Illinois 60603, Attn: ("Escrow Agent'). RECITALS: WHEREAS, pursuant to that certain Real Estate Sale Contract dated as of , 2013, between Seller and Purchaser ("Sale Agreement'), Seller has agreed to sell and Purchaser has agreed to buy the real property commonly known as 615 W. 22nd Street, Oak Brook, Illinois, together with certain improvements, and personal property, as more specifically described in the Sale Agreement (hereinafter collectively referred to as the "Property"); and WHEREAS, in connection with the transaction contemplated in the Sale Agreement, Seller agreed, among other things, to establish an escrow (the "Escrow") for the purpose of ensuring Purchaser that Seller will be responsible for costs that the Purchaser could incur if the Purchaser discovers on the Property human burial sites, cemeteries, human remains, or evidence that any of the foregoing might exist on the Property. WHEREAS, Seller, simultaneously with the execution of this Agreement, has deposited with Escrow Agent the sum of Fifty Thousand and No/100 Dollars ($50,000.00) ("Funds")to be disbursed, as permitted pursuant to the terms of this Agreement; and WHEREAS, Seller and Purchaser have requested Escrow Agent to supervise the disbursement of the Funds in accordance with the terms and provisions hereof, and Escrow Agent is willing to so supervise such disbursements upon the terms and conditions hereinafter set forth; and WHEREAS, by execution of this Agreement, Escrow Agent hereby acknowledges receipt of the Funds from Seller. NOW THEREFORE, in consideration of the covenants and agreements expressed in this Agreement and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Purchaser and Escrow Agent agree as follows: 1. Recitals. The recitals set forth above are incorporated herein. 2. Defined Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Sale Agreement. 3. Deposit of Funds. Simultaneously with the execution of this Agreement and the Closing, Seller, pursuant to the Sale Amendment, has deposited the Funds with the Escrow Agent. 4. Costs of Escrow. Seller shall pay all costs, if any, for the escrow arrangements hereunder. 5. Disbursements from Escrow. The parties acknowledge and agree that during the term of this Agreement, in the event that Purchaser finds human remains, a cemetery, a burial plot, or reasonable evidence that any of the foregoing may exist on the Property, the Purchaser may draw upon and use the Funds to pay for any costs incurred by the Purchaser to: (i) identify the individuals whose remains are found; (ii) remove, relocate, and re-bury any such remains; (iii) to comply with any state or federal laws related to the discovery of human remains, cemeteries, or burial sites; or (iv) to perform testing on the Property to locate human remains, cemeteries, or burial plots (collectively, "Permitted Expenses"). In the event that Purchaser incurs costs for Permitted Expenses, Escrow Agent shall disburse all or any portion of the Funds to Purchaser upon the submittal by Purchaser to Escrow Agent of a certificate signed by Purchaser certifying that the funds are to be used for Permitted Expenses along with reasonable evidence therewith. Escrow Agent shall make such disbursement within five (5) days after receipt of such certification. 6. Termination from Escrow. This Agreement shall automatically terminate upon earlier to occur of. (i) the disbursement of all Funds held in the Escrow (excluding any interest earned thereon) in accordance with the terms and conditions hereof; or (ii) 100 days from the Effective Date of this Agreement. Upon the termination of this Agreement, Escrow Agent shall promptly provide Seller and Purchaser with a final accounting of all disbursements hereunder and shall disburse all of the accrued but unpaid interest to Seller. 7. Limitations on Liability of Escrow Agent; Indemnification. a. Investments. Escrow Agent shall have no responsibility or liability for any diminution of the Funds which may result from any investment made pursuant to the terms of this Agreement. b. Signatures and Documents. Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Agreement and may rely conclusively upon and shall be protected in acting upon any arbitration or judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made. Escrow Agent may require such evidence, documents, certificates or opinions as it deems appropriate. c. Interpleader. Before taking any action under this Agreement if in doubt regarding its obligations, Escrow Agent may seek written instructions from Seller and Purchaser or if such written instructions are in conflict, file an appropriate action with, and seek instruction from an arbitrator or any court of competent jurisdiction, in accordance with the terms and provisions of this Agreement. d. Limited Duties. The duties and obligations of the Escrow Agent under this Agreement shall be governed solely by the provisions of this Agreement. The Escrow Agent shall have no duties other than the duties expressly imposed upon it in this Agreement and shall not be required to take any action other than in accordance with the terms hereof. e. Amendment and Modification. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation or rescission of this Agreement, unless in writing and signed by or on behalf of Seller and Purchaser and, if the duties of the Escrow Agent are affected thereby, unless and until it shall have given its written consent to the notice or demand. f. Good Faith. In the event of any controversy or dispute under this Agreement or with respect to any question as to the construction of this Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith. The Escrow Agent shall be liable only for gross negligence or willful misconduct on its part. g. Compliance with Court Orders and Judgments. Escrow Agent is hereby expressly authorized to regard and to comply with and obey any and all orders, judgments or decrees entered or issued by any Court, and in case Escrow Agent obeys or complies with any such order,judgment or decree of any Court, Escrow Agent shall not be liable to either of the parties hereto or any other person or entity by reason of such compliance, notwithstanding any such order,judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this Agreement, to which Escrow Agent is or may at any time be a party, the undersigned Seller and Purchaser agree that, notwithstanding any provision in this Agreement to the contrary, the non-prevailing party shall pay to Escrow Agent upon demand all reasonable costs and expenses incurred by Escrow Agent in connection therewith. 8. Notices. All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly delivered (i) upon the delivery (or refusal to accept delivery) by messenger or overnight express delivery service (or, if such date is not on a business day, on the business day next following such date), or (ii) on the third (3rd) business day next following the date of its mailing by certified mail, postage prepaid, at a post office maintained by the United States Postal Service, or (iii) upon the receipt by facsimile transmission as evidenced by a receipt transmission report (followed by delivery by one of the other means identified in (i)-(ii)), addressed as follows: If to Purchaser: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Village Manager With a copy to: Peter Friedman Holland & Knight, LLP 131 S. Dearborn, 30'h Floor Chicago, Illinois 60603 If to Seller: With a copy to: If to Escrow Agent: Chicago Title Insurance Company 171 North Clark Street Third Floor Chicago, Illinois 60601 Attention: Facsimile: (312) 223- Either party may, by notice given as aforesaid, change the address or addresses, or designate an additional address or additional addresses, for its notices, provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. 9. Term; Amendments; Successors. This Agreement shall continue until the date on which all of the Funds have been distributed as provided in Section 5 hereof, may be amended only as provided herein and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. In making proof of this Agreement it shall be necessary to produce or account for only one such counterpart signed by or on behalf of the party sought to be charged herewith. 11. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the transactions contemplated hereby. No prior agreement, either written or oral, shall be construed to change, amend, alter, repeal or invalidate this Agreement. 12. Miscellaneous. a. Headings. The headings set forth in this Agreement are for convenience of reference only and do not, and shall not be construed to, limit or otherwise define the terms or provisions of this Agreement or otherwise have any substantive effect. b. Gender. As used in this Agreement, where appropriate, the singular shall include the plural, and the masculine, the feminine and neuter genders, and vice versa. c. Invalidity. If any term or provision of this Agreement is held to be invalid as applied to any fact or circumstance, it shall be modified to the minimum extent necessary to render it valid and in any event shall not affect the validity of any other term or provision or of the same term or provision as applied to any other fact or circumstance. d. State Law. This Agreement is made in, and shall be construed and enforced in accordance with, the internal (and not the conflicts) laws of the State of Illinois. e. No Waiver. No delay or failure (or repeated delays or failures) in exercising any right, power or privilege under this Agreement shall operate as a waiver of the right, power or privilege (or of any other right, power or privilege). No waiver of a breach of a provision shall constitute a waiver of a breach of any other provision or of a prior or subsequent breach of the same provision. No extension of time of performance of an act or obligation under this Agreement shall constitute an extension of time of performance of any other act or obligation. f. Conflict. This Agreement is being entered into to implement the Sale Agreement and shall not (nor be deemed to) amend, modify or supersede the Sale Agreement or act as a waiver of any rights, obligations or remedies set forth therein, provided, however, that Escrow Agent may rely solely upon this Agreement. [the remainder of this page is intentionally blank] [signature page attached to Post-Closing Escrow Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. VILLAGE OF OAK BROOK By: David Niemeyer, Village Manager By: Charlotte Pruss, Village Clerk ASSOCIATED EQUIPMENT DISTRIBUTORS By: Printed Name: Title: EXHIBIT D CHICAGO TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE B ORDER NO. : 1401 880012995 D2 SCHEDULE B OF THE POLICY OR POLICIES TO BE ISSUED WILL CONTAIN EXCEPTIONS TO THE FOLLOWING MATTERS UNLESS THE SAME ARE DISPOSED OF TO THE SATISFACTION OF THE COMPANY. GENERAL EXCEPTIONS 1 . RIGHTS OR CLAIMS OF PARTIES IN POSSESSION NOT SHOWN BY PUBLIC RECORDS. 2. ANY ENCROACHMENT, ENCUMBRANCE, VIOLATION, VARIATION, OR ADVERSE CIRCUMSTANCE AFFECTING THE TITLE THAT WOULD BE DISCLOSED BY AN ACCURATE AND COMPLETE LAND SURVEY OF THE LAND. 3. EASEMENTS, OR CLAIMS OF EASEMENTS, NOT SHOWN BY PUBLIC RECORDS. 4. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR OR MATERIAL HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. . 5. TAXES OR SPECIAL ASSESSMENTS WHICH ARE NOT SHOWN AS EXISTING LIENS BY THE PUBLIC RECORDS. 6. IF EXTENDED COVERAGE OVER THE FIVE GENERAL EXCEPTIONS IS REQUESTED, WE SHOULD BE FURNISHED THE FOLLOWING: A. A CURRENT ALTA/ACSM OR ILLINOIS LAND TITLE SURVEY CERTIFIED TO CHICAGO TITLE INSURANCE COMPANY; B. A PROPERLY EXECUTED ALTA STATEMENT; MATTERS DISCLOSED BY THE ABOVE DOCUMENTATION WILL BE SHOWN SPECIFICALLY. NOTE: THERE WILL BE AN ADDITIONAL CHARGE FOR THIS COVERAGE. 7. NOTE FOR INFORMATION: THE COVERAGE AFFORDED BY THIS COMMITMENT AND ANY POLICY ISSUED PURSUANT HERETO SHALL NOT COMMENCE PRIOR TO THE DATE ON WHICH ALL CHARGES PROPERLY BILLED BY THE COMPANY HAVE BEEN FULLY PAID. A 8. NOTE FOR ADDITIONAL INFORMATION: THE DUPAGE COUNTY RECORDER REQUIRES THAT ANY DOCUMENTS PRESENTED FOR RECORDING CONTAIN THE FOLLOWING INFORMATION: A. THE NAME AND ADDRESS OF THE PARTY WHO PREPARED THE DOCUMENT; B. THE NAME AND ADDRESS OF THE PARTY TO WHOM THE DOCUMENT SHOULD BE MAILED AFTER RECORDING; C. ALL PERMANENT REAL ESTATE TAX INDEX NUMBERS OF ANY PROPERTY LEGALLY DESCRIBED IN THE DOCUMENT; D. THE ADDRESS OF ANY PROPERTY LEGALLY DESCRIBED IN THE DOCUMENT; E. ALL DEEDS SHOULD CONTAIN THE ADDRESS OF THE GRANTEE AND SHOULD ALSO NOTE THE NAME AND ADDRESS OF THE PARTY TO WHOM THE TAX BILLS SHOULD BE SENT. F. ANY DEEDS CONVEYING UNSUBDIVIDED LAND, OR, PORTIONS OF SUBDIVIDED LAND, MAY NEED TO BE ACCOMPANIED BY A PROPERLY EXECUTED "PLAT ACT AFFIDAVIT." IN ADDITION, PLEASE NOTE THAT THE MUNICIPALITIES OF ADDISON, AURORA, BARTLETT, BOLINGBROOK, CAROL STREAM, ELK GROVE VILLAGE, ELMHURST, GLENDALE HEIGHTS, GLEN ELLYN, HANOVER PARK, NAPERVILLE, SCHAUMBURG, WEST CHICAGO, WHEATON, AND WOODRIDGE HAVE ENACTED TRANSFER TAX ORDINANCES. TO RECORD A CONVEYANCE OF LAND LOCATED IN THESE MUNICIPALITIES, THE REQUIREMENTS OF THE TRANSFER TAX ORDINANCES MUST BE MET. A CONVEYANCE OF PROPERTY IN THESE CITIES MAY NEED TO HAVE THE APPROPRIATE TRANSFER TAX STAMPS AFFIXED BEFORE IT CAN BE RECORDED. FURTHERMORE, ALL DEEDS AND MORTGAGES SHOULD INCLUDE THE CURRENT MARITAL STATUS Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members M in good standing as of the date of use.All other uses are prohibited.Reprinted under license from the American Land Title Association. I AID TITLE COMBNRO6 3/11 ML JW6 PAGE B1 BJ 08/20/13 16:28:24 CHICAGO TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE B (CONTINUED) ORDER NO. : 1401 880012995 D2 OF ALL INDIVIDUAL PARTIES, WHERE APPROPRIATE. A SPOUSE OF AN INDIVIDUAL GRANTOR OR MORTGAGOR MAY HAVE TO SIGN THE DEED OR MORTGAGE IN ORDER TO RELEASE ANY APPLICABLE HOMESTEAD INTEREST. THIS EXCEPTION WILL NOT APPEAR ON THE POLICY WHEN ISSUED. B 9. TAXES FOR THE YEARS 2012 AND 2013. TAXES FOR THE YEAR 2012 ARE PAYABLE IN 2 INSTALLMENTS. THE FIRST INSTALLMENT AMOUNTING TO $11 ,835.27 IS PAID OF RECORD. THE SECOND INSTALLMENT AMOUNTING TO $8,972.89 ($2,862.38 ABATED) IS NOT DELINQUENT BEFORE SEPTEMBER 4, 2013. TAXES FOR THE YEAR 2013 ARE NOT YET DUE AND PAYABLE. PERMANENT INDEX NUMBER: 06-24-307-025 C FOR ALL ILLINOIS PROPERTY: FOR COMMITMENT ONLY EFFECTIVE JUNE 1 , 2009, PURSUANT TO PUBLIC ACT 95-988, SATISFACTORY EVIDENCE OF IDENTIFICATION MUST BE PRESENTED FOR THE NOTARIZATION OF ANY AND ALL DOCUMENTS NOTARIZED BY AN ILLINOIS NOTARY PUBLIC. SATISFACTORY IDENTIFICATION DOCUMENTS ARE DOCUMENTS THAT ARE VALID AT THE TIME OF THE NOTARIAL ACT; ARE ISSUED BY A STATE AGENCY, FEDERAL GOVERNMENT AGENCY, OR CONSULATE; BEAR THE PHOTOGRAPHIC IMAGE OF THE INDIVIDUAL'S FACE; AND BEAR THE INDIVIDUAL'S SIGNATURE. D "BE ADVISED THAT THE "GOOD FUNDS" SECTION OF THE TITLE INSURANCE ACT (215 ILCS 155/26) BECOMES EFFECTIVE 1-1-2010. THIS ACT PLACES LIMITATIONS UPON THE SETTLEMENT AGENT'S ABILITY TO ACCEPT CERTAIN TYPES OF DEPOSITS INTO ESCROW. PLEASE CONTACT YOUR LOCAL CHICAGO TITLE OFFICE REGARDING THE APPLICATION OF THIS NEW LAW TO YOUR TRANSACTION. " 1 10. EXISTING UNRECORDED LEASES AND ALL RIGHTS THEREUNDER OF THE LESSEES AND OF ANY PERSON OR PARTY CLAIMING BY, THROUGH OR UNDER THE LESSEES. J 11 . WE SHOULD BE FURNISHED A STATEMENT THAT THERE IS NO PROPERTY MANAGER EMPLOYED TO MANAGE THE LAND, OR, IN THE ALTERNATIVE, A FINAL LIEN WAIVER FROM ANY SUCH PROPERTY MANAGER. K 12. WE SHOULD BE FURNISHED A CERTIFIED COPY OF THE DIRECTORS' RESOLUTIONS AUTHORIZING THE CONVEYANCE OR MORTGAGE TO BE INSURED. SAID RESOLUTIONS SHOULD EVIDENCE THE AUTHORITY OF THE PERSONS EXECUTING THE CONVEYANCE OR MORTGAGE. IF THEY DO NOT, A CERTIFIED COPY OF THE CORPORATE BY-LAWS ALSO SHOULD BE FURNISHED. IF SAID CONVEYANCE OR MORTGAGE COMPRISES ALL OR SUBSTANTIALLY ALL THE CORPORATION'S ASSETS, WE ALSO SHOULD BE FURNISHED A CERTIFIED COPY OF THE SHAREHOLDER/MEMBER RESOLUTIONS WHICH AUTHORIZE SAID CONVEYANCE OR MORTGAGE. THIS COMMITMENT IS SUBJECT TO SUCH FURTHER EXCEPTIONS, IF ANY, AS MAY BE Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members AMA in good standing as of the date of use.All other uses are prohibited.Reprinted undericense from the American Land Title Association. .»o�TITLE CMBIC06R 3/11 ML .JW6 PAGE BJ 08/20/13 16:28:24 T CHICAGO TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE B (CONTINUED) ORDER NO. : 1401 880012995 D2 DEEMED NECESSARY AFTER OUR REVIEW OF THESE MATERIALS. L 13. WE SHOULD BE FURNISHED A CURRENT CERTIFICATE OF GOOD STANDING FROM THE ILLINOIS SECRETARY OF STATE FOR ASSOCIATED EQUIPMENT DISTRIBUTORS , A CORPORATION OF ILLINOIS. N 14. NOTE: THE LAND DESCRIBED IN SCHEDULE A EITHER IS UNSUBDIVIDED PROPERTY OR CONSTITUTES PART OF A SUBDIVIDED LOT. AS A RESULT, A PLAT ACT AFFIDAVIT SHOULD ACCOMPANY ANY CONVEYANCE TO BE RECORDED. IN THE ALTERNATIVE, COMPLIANCE SHOULD BE HAD WITH THE PROVISIONS OF THE PLAT ACT (765 ILCS 205/1 ET SEQ.) . R 15. NOTE: THE LAND HEREIN APPROXIMATES LOT 1 IN ASSOCIATED EQUIPMENT DISTRIBUTORS ASSESSMENT PLAT PER PLAT RECORDED AUGUST 16, 1963 AS DOCUMENT R62-28834. E 16. RIGHTS OF WAY FOR DRAINAGE TILES, DITCHES, FEEDERS, LATERALS AND UNDERGROUND PIPES, IF ANY. F 17. RIGHTS OF ADJOINING OWNERS TO THE UNINTERRUPTED FLOW OF ANY STREAM WHICH MAY CROSS THE PREMISES. G 18. RIGHTS OF THE PUBLIC, THE STATE OF ILLINOIS AND THE MUNICIPALITY IN AND TO THAT PART OF THE LAND, IF ANY, TAKEN OR USED FOR ROAD PURPOSES. H 19. EASEMENT FOR UNDERGROUND UTILITIES TWENTY (20) FEET IN WIDTH, THE CENTER LINE OF WHICH EASEMENT IS THE WESTERLY AND NORTHWESTERLY LINES OF THE LAND HEREIN, SAID EASEMENT ALSO BEING DEPICTED ON THE PLAT OF ASSOCIATED EQUIPMENT DISTRIBUTORS ASSESSMENT PLAT RECORDED AUGUST 16, 1963 AS DOCUMENT R63-28834. N 20. THE LAND LIES WITHIN THE FLAGG CREEK WATER RECLAMATION DISTRICT FORMERLY KNOWN AS HINDSALE SANITARY DISTRICT, WHICH HAS ACCEPTED FEDERAL GRANTS FOR SEWAGE TREATMENT WORKS PURSUANT TO PUBLIC LAW 92-500. FEDERAL LAW REQUIRES A USER CHARGE SYSTEM SEPARATE FROM GENERAL AD VALOREM PROPERTY TAXES. NOTE: TERMS AND CONDITIONS OF THE FLAGG CREEK WATER RECLAMATION DISTRICT AMENDED ORDINANCE 756, RECORDED MARCH 13, 2009, AS DOCUMENT R2009-037066, WHICH RELATE TO THE PAYMENT OF USER CHARGES PRIOR TO THE SALE OR TRANSFER OF REAL ESTATE WITHIN THE DISTRICTS SERVICE AREA, THE COMPUTATION OF WATER CONSUMPTION, AND THE EVALUATION OF CONNECTION PERMITS FOR THE SALE OF COMMERCIAL PROPERTY WITHIN SAID SERVICE AREA. 0 21 . VILLAGE OF OAK BROOK ORDINANCE NO. S-726 RECORDED FEBRUARY 13, 1992 AS DOCUMENT R92-25400 GRANTING A FLOOD PLAIN SPECIAL USE PERMIT PURSUANT TO SECTION 10-34 OF THE CODE OF ORDINANCES OF THE VILLAGE OF OAK BROOK, ILLINOIS (615 WEST 22ND STREET) , AND THE TERMS, PROVISIONS AND CONDITIONS CONTAINED THEREIN. P 22. NOTE FOR INFORMATION (ENDORSEMENT REQUESTS) : ALL ENDORSEMENT REQUESTS SHOULD BE MADE PRIOR TO CLOSING TO ALLOW AMPLE TIME FOR THE COMPANY TO EXAMINE REQUIRED DOCUMENTATION. Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members , in good standing as of the date of use.All other uses are prohibited.Reprinted under'icense from the American Land Title Association. LAND TITLE CMBIC06R 3/11 ML JW6 PAGE BJ 08/20/13 16:28:24 ,T a CHICAGO TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE B (CONTINUED) ORDER NO. : 1401 880012995 D2 (THIS NOTE WILL BE WAIVED FOR POLICY) . Q 23. INFORMATIONAL NOTE: TO SCHEDULE A RESIDENTIAL CLOSING IN OUR CHICAGO LOOP OFFICE, OR TO RECEIVE CLOSING FIGURES, PLEASE CALL OUR AUTOMATED INFORMATION LINE AT (312)223-2800. TO FAX FIGURES TO OUR CHICAGO LOOP OFFICE FOR RESIDENTIAL CLOSINGS, PLEASE DIAL (312)223-2815. TO SCHEDULE ANY CLOSINGS IN THE CHICAGO COMMERCIAL CENTER, PLEASE CALL (312)223-2707. TO FAX FIGURES FOR A RESIDENTIAL CLOSING IN THE CHICAGO COMMERCIAL CENTER, PLEASE DIAL (312)223-5888 ** END ** Copyright American Land Title Association.All rights reserved.The use of this Form is restricted to ALTA licensees and ALTA members .MEN in good standing as of the date of use.All other uses are prohibited.Reprinted unde4icense from the American Land Title Association. :.HO TITLE sso ., CMBIC06R 3/11 ML ]W6 PAGE B B] 08/20/13 16:28:24 ..