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R-860 - 10/28/2003 - TAX - Resolutions Exhibits�t 4. REAL ESTATE SALE CONTRACT — VACANT LAND 1 PURCHASER(S) Address 2208 Midwest Road City Oak Brook State Illinois ZIP agrees to purchase, and SELLER(S), agrees to sell to Purchaser(s) at the PRICE of ($1,025,000 00) ollars Property located at Lots 1 and 2 in Sports Core/Westchester Park Subdivision in the Village of Oak Brook, County of DuPage, IL, and legally described as follows (Legal description must be inserted or attached prior to signing of Contract) j LOTS 1 AND 2 IN SPORTS CORE/WESTCHESTER PARK SUBDIVISION, BEING A RESUBDIVISION OF PART OF THE EAST HALF OF TH'E SOUTHWEST QUARTER OF SECTION 25, TOWNSHIP 39 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED NOVEMBER 6, 2002 AS DOCUMENT NO R- 2002- 302921 IN DUPAGE COUNTY, ILLINOIS PERMANENT PARCEL (PART) NO 06 -25- 302 -042 (hereinafter referred to as "the premises" or "the Property") with approximate lot dimensions of Lot 1 100 x 130 x 55 x 163 x 55 x 33 x 108 x 326 ft (approximate) Lot 2 45 x 326 x 162 x 185 x 130 x 140 (approximate) (Approximate lot dimensions must be inserted prior to signing of 2 EARNEST MONEY Purchaser shall pay earnest money in the amount of $50,000 when Purchaser signs and submitsl this Real Estate Sale Contract, and is payable in the form of a certified or cashier's check made payable to the order of Chicago Title Insurance Company, as Escrow Agent, and delivered within seven (7) business days of signing this Contract, receipt of which is hereby acknowledged The Escrow Agent shall hold the earnest money in a non - interest bearing account 3 BALANCE OF PURCHASE PRICE: Purchaser shall pay the balance of the purchase price at the closing in a certified or ca'shier's check in escrow at Chicago Title Insurance Company 4 DELIVERY OF DEED: The acceptance by Purchaser of the delivery of the deed at the closing shall be and be deemed to be full performance and discharge of every agreement and obligation (either express or implied) on the part of Seller to be performed pursuant to this Contract and no representation, warranty or agreement, express or implied, of Seller shall survive the Closing except those which are herein specifically stated to survive the Closing 5 CASH PURCHASE: This is an all -cash sale and purchase and is NOT contingent upon obtaining financing even though Purchaser may apply to a lending institution of Purchaser's choice for a loan Purchaser understands and agrees that neither his receipt of a commitment from such a lending institution, his acceptance of such a commitment, nor his satisfaction of any condition set forth in such a commitment shall in anyway be a condition of Purchaser's obligations under this Contract Seller makes no representation or warranty as to Purchaser's ability to obtain financing 6 THE CLOSING! DATE: Closing will take place on or before the sixtieth (60'h) day following contract acceptance at Chicago Title Insurance Company, 2400 S Wolf Road, Suite 100, Westchester, IL 60154 TIME IS OF THE ESSENCE 7 POSSESSION: Possession shall be granted to Purchaser(s) at the time of closing 8 CLOSING DOCUMENTS: At the Closing, Seller shall deliver to Purchaser, at Seller's sole cost and expense, the following a A duly executed and acknowledged Warranty Deed in recordable form conveying title in fee simple to the premises, free and clear of any and all liens and encumbrance which can be satisfied through the payment of money b A later dated Title Commitment at closing and, subsequent to closing, an Owner's Policy of Title Insurance (the `Title Policy") issued by Chicago Title Company' in the full amount of the Purchase Price, dated as of closing, insuring Purchaser's fee simple title to the Property subject only to any exceptions approved by Purchaser during the "Feasability Period" (At the end of the "Feasability Period ", an exception will be deemed approved by the Purchaser unless the Purchaser gives written notice of disapproval pursuant to paragraph 20 of this agreement ) , the standard printed exceptions and additional exceptions contained in the usual form of Owner's Title Policy, c Internal Revenue Code reporting requirements or disclosure including FIRPTA, d Customary transfer declarations, and e All other documents that are reasonably customary to close this transaction, in accordance with the terms and conditions of this Contract 9 TITLE: Chicago Title Insurance Company's letter of commitment no 2218240 dated October 4, 2002 is attached to this Contract Within ten (10) days of contract acceptance, Seller shall deliver to Purchaser, legible copies of all Schedule B documents requested in writing by Purchaser at the time Purchaser signs this contract Seller shall furnish Purchaser with a later dated title commitment prior to closing If the updated title commitment discloses unpermitted exceptions, Seller(s) shall have thirty (30) days from the date of delivery thereof to have the said exceptions waived, or to have the title insurer commit to insure against loss or damage that may be caused by such exceptions and the closing date shall be delayed, if necessary, during said 30 -day period to allow Seller(s) time to have said exceptions waived If Seller(s) fails to have unpermitted exceptions waived or, in the P.4 alternative, to obtain a commitment for title insurance specified above as to such exceptions, within the specified time, Purchaser(s) may terminate the Contract between the parties, or may elect, upon notice to Seller(s) within ten (10) days after the expiration of the 30 -day period, to take the 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(s) does not so elect, this Contract between the parties shall become null and void without further action of the parties, and all monies paid by Purchaser(s) hereunder shall be refunded (Chicago Title Insurance Company's Letter of Commitment for the Property shall be conclusive evidence of good title as therein shown, as to all matters insured by the policy, subject only to special exceptions therein stated Purchaser shall have the right to inspect and approve the initial title commitment and schedule B documents as part of the Feasability Period due diligence 10 PLAT OF SURVEY: Seller has furnished to Purchaser a Plat of Survey Purchaser represents it has reviewed and accepts the contents and condition of the Plat of Survey as it depicts the Property and is purchasing the Property subject to the condition as depicted on the Plat of Survey Prior to closing, seller shall cause the survey to be recertified to Purchaser 11 PRORATIONS: None ` 12 DEFAULT: Unless otherwise provided for herein, if Purchaser fails to comply with the terms and conditions hereof, Seller may terminate this Contract, in which event the earnest money shall be due and payable the Seller as its minimum liquidated damages The parties agree that actual damages in the event of default are difficult to ascertain and further agree that the amount set forth as liquidated damages is a 'reasonable estimate of the damages to Seller in the event of Purchaser's default Such sum is intended to be liquidated damages, and not a penalty If Seller refuses or is unable to deliver title as herein provided or to carry out any material obligation or covenant hereunder to be performed by it prior to Closing, or if this Contract is terminated prior to the time of Closing for any reason other than a default of Purchaser, the sole and exclusive remedy of Purchaser shall be the return of his /her earnest money deposit Seller's sole liability shall be limited to the return of such funds to Purchaser Purchaser acknowledges and agrees that under no circumstances shall Seller be liable for Purchaser's damages, consequential, actual, punitive, speculative, or otherwise The provisions of the Uniform Vendor Purchaser Risk Act of the State of Illinois shall apply to this Contract 13 EARNEST MONEY ESCROW: The earnest money is deposited with Escrow Agent with the understanding that the Escrow Agent (a) does not assume or have any liability for performance or non-performance of any party, and (b) has the right to require in writing from all signatories (i) a written release of liability of the Escrow Agent, except for gross negligence or fraud and (ii) authorization to disburse the earnest money at Closing as such disbursement is provided for herein At Closing, the earnest money shall be applied to payment of the Purchase Price Any refund or payment of the earnest money under this Contract, pursuant to a default, shall be reduced by the amount of any actual expenses incurred by Escrow Agent arising out of the acceptance and distribution of funds pursuant to a determination as to which party is entitled to such funds 14 RIGHT TO NOTICE: Purchaser and Seller hereby agree that in the event Seller notifies Escrow Agent that Purchaser has breached this Contract by reason of Purchaser's failure to timely deposit the earnest money or to timely close the transaction or for any other reason as set forth in this Contract and that Seller has thereby elected to declare Purchaser's earnest money earned, the Escrow Agent shall notify the Purchaser as to the same Purchaser shall have five (5) business days from the date Escrow Agent notifies Purchaser of Seller's default notice to dispute Seller's notice In the event Purchaser fails to dispute such notice, within said five -day period, then Escrow Agent is hereby authorized by purchaser and Seller to remit the earnest money and any accrued interest to Seller, reduced by the Escrow Agent's actual expenses described above Purchaser hereby agrees to indemnify, save harmless and agree to defend Escrow Agent from and against any claims, demand, costs or damages (including reasonable attorneys fees) incurred by Escrow Agent and arising from or out of or with respect to Escrow Agent's complying with such demand Jby Seller Seller and Purchaser promise and agree to indemnify and save Escrow Agent harmless from any claims, every kind and nature of which may be incurred by Escrow Agent by reason of his acceptance of, and his performance under this Real Estate Sale Contract 15 ESCROW CLOSING: Tthe sale shall be closed through an Escrow with Chicago Title Insurance Company in accordance with the general provisions of a deed and money escrow agreement consistent with the terms of this Contract Upon creation of such an Escrow, anything in this Contract between the parties to the contrary notwithstanding payment of the purchase price and delivery of the Deed shall be made through the Escrow The cost of the Escrow shall be divided equally between Seller(s) and Purchaser(s), except that Purchaser(s) shall pay the money lender's escrow charges 16 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER: a Seller hereby represents and warrants to Purchaser, which representations and warranties shall be deemed re -made by Sellerto Purchaser also as of the Closing Date that (1) Seller is duly authorized and empowered to sell the Premises, (2) All obligations of Seller arising from the ownership and operation of the Premises which accrue prior to the Closing Date have been paid as they became due or will be paid as they become due Except for obligations for which provisions are herein made for adjustments at Closing, there will be no obligations of Seller with respect to the Premises outstanding as of the Closing Date, (3) Seller is not aware of any unrecorded liens caused by Seller against the Premises (4) Seller has no knowledge of receiving any written notice from any governmental department or agency having jurisdiction as to conditions affecting the Premises that alleges a violation of law or governmental ordinances, order or requirements relating to the Premises b From the Effective Date of this Contract until the Closing Date or earlier termination of this Contract, Seller covenants t& (1) Advise Purchaser promptly of any litigation, arbitration or administrative hearing before any governmental body or agency of which Seller is notified, concerning or affecting the Premises which is instituted after the date hereof, and (2) Not take, or omit to take any action that would have the effect of violating any of the material representations, warranties, covenants, and agreements of Seller contained in this Contract I -2- c If any representations or warranty in this Contract is known by Purchaser, prior to Closing, to be untrue to a material extent or Purchaser knows that any covenant has not been performed or is not remedied by Seller prior to Closing except those liens, charges or unpaid bills or expenses that can be remedied by funds paid by Seller at Closing out of the Purchase Price, Purchaser may as its sole remedy (i)Iterminate this Contract whereupon the earnest money shall be refunded to Purchaser, and neither party shall have any further rights or obligations pursuant to this Contract, or (ii) waive its objections and close the transaction without reduction of the Purchase Price 17 REPRESENTATION, WARRANTIES AND COVENANTS OF PURCHASER: Purchaser represents, warrants and covenants to Seller as follows a Purchaser is a sophisticated purchaser and has reviewed all materials and /or had all materials reviewed by its own experts and consultants, b Purchaser is purchasing the Premises in its "As Is, Where Is" condition with no warranties by Seller as to merchantability, suitability or fitness for any particular use, it being understood and agreed that Purchaser is relying solely on its own inspections, engineering studies and reports, and examinations of the Premises and Purchaser's own determination of the condition and value of the Premises C Purchaser has all requisite power and authority to consummate the transaction contemplated bythis Contract and has by popei proceedings duly authorized the execution and delivery of this Contract and the consummation of the transaction contemplated hereby d The Contract, when executed and delivered by Purchaser and Seller, will constitute the valid and binding agreement of Purchaser enforceable against purchaser in accordance with its terms, e To Purchaser's knowledge, neither the execution and delivery of this Contract nor the consummation of the transaction contemplated herebywill violate or be in conflict with (i) any applicable provisions of law, (ii) any order of any court or governmental agency having jurisdiction over the Purchaser, or (iii) any agreement or instrument to which Purchaser is a party or under which Purchaser is bound, f There are no actions, suits, claims or other proceedings pending or, to the best of purchaser's knowledge, contemplated or threatened against Purchaser that could affect Purchaser's ability to perform its obligations under this Contract, and g Purchaser has sufficient funds available to consummate the Closing of the transaction described in this Contract 18 CONDITION OF AND DAMAGE TO PROPERTY: The Premises shall be conveyed in its present condition, ordinary wear and tear and damage by casualty excepted I i 19 DISCLAIMER: a Except as otherwise specifically stated in this Contract, Seller hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present, or future of, as to, or concerning the nature and condition of the property, including, without limitation, the water, soil and geology, and the suitability thereof and of the property for any and all activities and uses which Purchaser may elect to conduct thereon b Except as specifically stated in this Contract, Seller has not made and is not making any representation or warranty regarding merchantability or fitness for any particular purpose, environmental conditions, zoning or the availability of permits c Purchaser acknowledges that having been given a sufficient opportunity to inspect the property, and to review the offerees information packet or other material given to Purchaser, Purchaser is relying solely on its own investigation of the property and financial analysis of the revenue and expenses that may be received or incurred in arriving at its decision to purchase the property and has not relied upon any plans, selling brochures, advertisements, representations, warranties, statements or estimates of any nature written or oral by Seller or Seller's agent in deciding to purchase the property at the stated price d Purchaser is purchasing the property in its present condition, "As Is, Where Is ", and Seller has no obligation to construct any improvements thereon, or to perform any other act regarding the property, except as expressly provided herein e Any factual information such as property dimensions, square footage, or sketches shown to Purchaser or set forth herein are or may be approximate and purchaser represents to Seller that they have inspected and verified the facts and information prior to the execution of this Contract No liability for any inaccuracies, errors or omissions is assumed by the Seller, or its agents f The Seller's employees and agents in this transaction have no expertise with respect to environmental matters Proper inspections of the Property by qualified experts are an absolute necessity to determine whether or not there are any current or potential environmental concerns relating to the property The Seller's employees and agents in this transaction have not made, nor will they make, any representations, either expressed or implied, regarding the existence or non - existence of any such environmental concerns in or on the property Problems involving environmental concerns can be extremely costly to correct It is the responsibility of purchaser to retain qualified experts to deal with the detection and correction of such matters 20 NOTICES: All notices required pursuant to this Contract shall be in writing and signed by Seller or Purchaser or their attorney or attorney in fact and shall be given by (a) certified or registered mail, return receipt requested, and sent to the Parties or their attorneys at the addresses recited herein, which notice shall be effective on the date of postmark in the U S mail or (b) personally served on the Seller, Purchaser for the attorney or (c) transmission of notice between the parties or their attorneys via facsimile shall be sufficient, provided that the notice transmitted shall be sent on business days (Monday through Friday excluding weekends and legal holidays), during business hours (9 00 a m to 5 00 p m ) I If the facsimile is sent on a Saturday, Sunday or legal holiday or after 5 00 p m Monday through Friday, the effective date shall be the next business day Notice to any one of a multiple person party shall be sufficient notice to all 21 TRANSFER TAX STAMPS: This transaction is exempt from transfer taxes Seller shall prepare the forms declaring Seller's exemption from transfer taxes 22 COMMISSION There is no listing broker involved in this transaction -3- 23 STATUTORY COMPLIANCE: Purchaser(s) and Seller(s) shall provide and consent to the reporting of all information regarding the sale required by any act, regulation or statute, including all amendments thereto, of the United States of America, or the State of Illinois or any agency or subdivision thereof I 24 ENTIRE AGREEMENT: This Contract constitutes the entire agreement between the parties No representations, undertaking or promises, whether oral or written, implied or otherwise, can be made or have been made by either Seller or its agents, to Purchaser, or to anyone, unless expressly stated herein or unless mutually agreed in writing by both parties All amendments, supplements or riders hereto if any shall be in writing and executed by both parties Purchaser shall not record this Contract or any memorandum thereof, and any purported recordation by Purchaser shall constitute a default by Purchaser 25 NO ASSIGNMENT: Purchaser shall not assign, set over or transfer this Contractor any of Purchaser's rights or interest hereunder without the prior written consent of Seller, and any purported assignment shall be void 26 CONSULT YOUR ATTORNEY: This is intended to be a legally binding agreement Read it carefully No representationior recommendation is made by Seller, or its agents or employees as to the legal sufficiency, legal effect, or tax consequences of this document or the transaction relating thereto These are questions for your attorney Consult your attorney before signing The Seller, its employees or agents cannot give you any legal advice 27 IRREVOCABLE OFFER: This Contract, when executed by Purchaser and delivered to Seller together with the aforesaid earnest money, shall constitute an irrevocable offer to purchase the premises for a period of twenty (20) business days after the date of execution hereof by Purchaser In the event Seller executes this Contract and delivers a copy thereof to Purchaser within said twenty (20) day period, the offer shall be deemed accepted and the Contract made In the event this offer is not accepted within twenty (20) days after the date of execution hereof by Purchaser, Seller may consider Purchaser's offer to be a continuing offer which may be accepted by Seiler at any time prior to Seller's receipt of a wri tten revocation of said offer from Purchaser If Seller rejects Purchaser's offer, or Purchaser revokes Purchaser's offer after said twenty (20) days period and prior to acceptance by Seller, all deposits made shall be returned by Seller to Purchaser and the offer shall be deemed withdrawn b I Z g �✓ 28 APPROVAL BY THE OAK BROOK CORPORATE AUTHORITIES: This Contract is subject to the condition that on or before October 1A, 2003 the corporate authorities of the Village of Oak Brook, by a two - thirds vote, pass a resolution approving this Contract If the corporate authorities fail to �►► shall be refunded to the Purchaser 29 FEASABILITY PERIOD: Purchaser shall have forty -five (45) days from contract acceptance to investigate the physical characteristics and perform such tests relating thereto as Purchaser determines desirable, to determine the economic feasability, approve Village (building requirements and conditions, and to approve the title commitment and Schedule B document exceptions In the event any of the foregoing is not acceptable to Purchaser, in Purchaser's sole discretion, Purchaser shall have the right, within said 45 day feasability period, to terminate this agreement, in which event, the earnest money shall be returned to Purchaser upon its sole direction to the Escrow Trustee 30 TIME: Time is of the essence of this Contract 31 GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Illinois Date of Acceptance ! DLltt &s Date of Acceptance MONTALBANO B ILDERS, INC VILLAGE OF B By '� By President t Attest Secretary xiv o i Ia Tax ID /SS No -4- an (�p muyicipal corporation agg, Managef epuy ��ag'Clerk