2023-02-21 - Ordinance 2023-019 - AUTHORIZING THE VILLAGE PRESIDENT TO ENTER INTO A PURCHASE AGREEMENT WITH THG HOLDINGS L.L.C. FOR THE SALE OF THE VILLAGE OWNED PROPERTY LOCATED AT 400 LASALLE LANE, BUFFALO GROVE, ILLINOIS ORDINANCE NO. 2023-019
ORDINANCE AUTHORIZING THE VILLAGE PRESIDENT TO ENTER INTO A PURCHASE AGREEMENT WITH
THG HOLDINGS L.L.C. FOR THE SALE OF THE VILLAGE OWNED PROPERTY LOCATED AT 400 LASALLE
LANE, BUFFALO GROVE, ILLINOIS
WHEREAS, the Village of Buffalo Grove ("Village") is a Home Rule Unit pursuant to the Illinois
Constitution of 1970; and,
WHEREAS, the Village owns a vacant parcel that is approximately 1.1 acres located at the
southwest corner of Buffalo Grove Road and LaSalle Lane (the "Property"); and
WHEREAS, the Village has the power to authorize the sale of surplus real estate pursuant to 65
ILCS 5/11-76-4.1 of the Illinois Municipal Code; and
WHEREAS, on November 7, 2022, the Village Board approved Resolution No. 2022-19 declaring
the Property to be surplus real estate of the Village and directing the Village Manager to advertise for
offers to purchase the Property pursuant to 65 ILCS 5/11-76-4.1 of the Illinois Municipal Code; and
WHEREAS, THG Holdings, LLC submitted an offer to purchase the surplus Property from the
Village, subject to the terms and conditions outlined in Exhibit A; and
WHEREAS, the Village desires to sell the surplus Property pursuant to a Purchase Agreement
("Agreement") by and between the Village ("Seller")and THG Holdings, LLC("Buyer"), attached hereto as
Exhibit A and made a part hereof; and
WHEREAS, the Village deems it necessary and in the best interest of the Village to approve and
authorize the execution of the Agreement to sell the Property; and
WHEREAS,Village and Buyer have negotiated mutually agreeable terms, as more fully set forth in
the Agreement for the sale of the Property.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE, COUNTIES OF COOK AND LAKE,STATE OF ILLINOIS, as follows:
SECTION 1. The foregoing recitals are hereby incorporated and made a part of this Ordinance.
SECTION 2. The Village President is hereby authorized and directed to execute the attached
Agreement pending final review and approval by the Village Attorney.
SECTION 3. The officials, officers,employees, and contractors of the Village are hereby authorized to
take such further actions as are necessary to carry out the intent and purpose of this Ordinance and of
the attached Agreement.
SECTION 4. This Ordinance shall be in full force and effect from and after its passage and approval.
This Ordinance shall not be codified.
AYES: 5 —Sussman, Stein, Weidenfeld, Johnson, Smith
NAYES: 0- None
ABSENT: 2—Ottenheimer, Pike
PASSED: February 21, 2023
APPROVED: February 21, 2023
PUBLISHED: February 22, 2023
APPROVED•
Beverly Su an, Village President
ATTEST:
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Janet� ' abian, Village Clerk
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EXHIBIT A
Purchase Agreement for 400 LaSalle Lane, Buffalo Grove, Illinois
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT("Agreement")made this day of February, 2023
("Effective Date" ar Contract Date"), by and between THE VILLAGE OF BUFFALO GROVE,
ILLINOIS, an Il(inois municipal corporation (hereinafter referred to as "Seller") and THG
HOLDINGS LLC,an Illinois limited liability company(hereinafter referred to as"Buyer").(Seller and
Buyer shall each sometimes hereinafter be individually referred to as"Party"or,collecfively,"Parties").
Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to
buy a parcel of vacant land situated in Lake County, Buffalo Grove, Illinois, consisting of a total of
approximately Forty Eight Thousand Eight Hundred Twenty Five(48,825)square feet, more or less,the
exact square footage of the Property may be determined based upon the Survey, provided Buyer elects
to obtain the Survey, located at the Southwest corner of LaSalle Lane and Buffalo Grove Road, Lake
County, Buffalo Grove, Illinois, with a Permanent Index Number of 15-29-200-012 (affects also the
Retained Parcel), being legally described in Exhibit "A" attached hereto and made a part hereof and
shown on the Map attached hereto and made a part hereof as Exhibit"B",together with all hereditaments
and appurtenances pertaining to such tracts, and all improvements located thereon, including without
limitation all of Seller's right,title,and interest in and to adjacent streets, alleys, and rights-of-way(all of
which will be hereafter collectively referred to as the "Property"). Seller and Buyer understand
acknowledge and agree that Seller retains the parcel directly to the east of the Property along Buffalo
Grove Road ("Retained Parcel") and shown on the Lake County Tax Map attached hereto and made a
part hereof as Exhibit "B". The Retained Parcel is not included in this transaction.
1. PURCHASE PRICE/POSSESSION. (a) Purchase Price. The Purchase Price of the
Property is One Million Four Hundred Thousand and No/100 Dollars ($1,400,000.00), plus or minus
prorations and adjustments as set forth in this Agreement. Said Purchase Price is payable by wire transfer
on the date of Closing(as herein defined), at which time Seller shall turn over possession of the Property
to Buyer. The purchase of the Property is subject to all of the conditions contained hereinbelow.
(b) Earnest Monev. Within three (3) business days after the Effective Date, Buyer shall
deposit into escrow with the Title Company, its earnest money deposit(the"Earnest Money"), in the
amount of Thirty Thousand and 00/l 00 Dollars ($30,000.00). The Earnest Money shall be held in a
joint order escrow account with the Title Company ("Joint Order Escrow"). Said Earnest Money shall
be nonrefundable except as elsewhere provided in this Agreement but shall be applicable to the Purchase
Price. At Closing, the Earnest Money shall be applied to the Purchase Price.
2. SURVEY. On or before the Effective Date, Buyer, at Buyer's sole cost and expense,
shall obtain and deliver to Seller a boundary survey of the Property. Buyer may, at Buyer's cost, subject
to the Survey credit set forth in this Paragaph 2, obtain and, if obtained, shall deliver an ALTA-ACSM
survey of the Property(collectively,the"Survey")prepared by a surveyor duly registered in the State
of Illinois, and certified by said surveyor to have been prepared in accordance with the most current
minimum detail requirements of the American Land Title Association land survey standards, and
dated as of a date on or after the Effective Date, said Survey to be certified to Seller, Buyer and its
assigns, Buyer's designated lender(s) (if applicable), and the Title Company. The Survey shall
conform to the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys
and shall include Table A Optional Items 1, 2, 3, 4, 8 and 14, and such other detail determined by
Buyer that will assist with its development of the Property. At Closing, provided Buyer obtains the
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Survey and delivers a copy of the Survey to Seller, Seller shall provide Buyer a credit against the
Purchase Price for the cost of the survey ("Survey Credit"), provided, such Survey Credit shall not
exceed Four Thousand and No/100 Dollars ($4,000.00).
3. TITLE COMMITMENT; TITLE POLICY. Within five (5) days after the Effective
Date, Seller shall cause to be ordered from, and as soon thereafter as practicable, but in no event more
than fifteen (15)days after the Effective Date, cause to be furnished to Buyer and Seller, a Commitment
for a 2006 Owner's ALTA Title Insurance Form B title commitment, with extended coverage
("Commitment") issued by Chicago Title Insurance Company("Title Company") setting forth the state
of title to the Property and all exceptions and restrictions of record including deed restrictions, liens and
covenants; it being expressly understood that the cost of the title premium and extended coverage shall
be paid for by Seller and any further Buyer required endorsements shall be paid for by Buyer. Said
Commitment shall indicate that Seller is the sole owner of the Property, that Seller is fully authorized to
convey the Property and it shall indicate the amount of any real estate taxes attributable to the Property.
Simultaneous with delivery of such Commitment, the Title Company shall also furnish Buyer with
copies of all documents affecting the Property and reflected in the Commitment. In the event any
exceptions appear in such Commitment or title documents other than the standard printed exceptions
(which shall be modified in the Owner's Title Policy as hereafter provided) or in the Survey that are
unacceptable to Buyer, then Buyer shall, within ten (10) days after Buyer's receipt of the last of such
Survey and Commitment and title documents,notify Seller in writing of such fact. Seller may,at Seller's
option, undertake to eliminate or modify such unacceptable exceptions to the reasonable satisfaction of
Buyer. Seller shall have no obligation to take any actions to eliminate, cure or modify Buyer's title
objections, however, Seller shall, without further cost to Seller, use commercially reasonable efforts
to work with the Buyer to attempt to cure Buyer's title and Survey objections on or before the
expiration of the Feasibility Period. If Seller is unwilling or unable to commit to cure such objections
within ten (10) days after Seller's receipt of Buyer's objections, Buyer may elect, upon notice to Seller
on or before the expiration of the Feasibility Period, as defined herein, to terminate this Agreement, in
which event the Ageement shall terminate, the Earnest Money shall be paid to Buyer, and the Parties
shall have no further obligations to each other, as Buyer's sole, exclusive remedy, in lieu of any other
remedy at law or in equity. Any exceptions not objected to by Buyer shall hereinafter be referred to as
"Permitted Exceptions". Notwithstanding anything contained herein to the contrary, any and all
mortgages, trust deeds, security interests, encumbrances and liens of record affecting the Property and
caused by Seller shall be paid off by Seller, at or prior to Closing.
4. ESCROW CLOSING. This sale shall be closed through an escrow with the Title
Company, in accordance with the generai provisions of the usual forms of deed and money escrow
agreement prepared by Seller (consistent with the provisions of this Agreement) and reasonably
acceptable to Buyer and the Title Company which will be executed by the Parties and the Title Company.
Upon the creation of such an escrow, payment of Purchase Price and delivery of the Deed shall be made
through the escrow and this Agreement and any and all sums paid to Seller by Buyer prior to Closing
shall be deposited in the escrow. Seller shall provide for any undertaking ("GAP Undertaking") to the
Title Company necessary for the escrow closing to occur and the cost of the "GAP" coverage shall be
paid by Seller. The cost of the escrow shall be divided equally by Buyer and Seller.
5. DOCUMENTS TO BE DELIVERED BY SELLER. Unless otherwise expressly
provided herein,within fifteen(l 5)days after the Effective Date("Due Diligence Document Delivery
Date"), Seller shall deliver to Buyer and Buyer's counsel, to the extent not previously delivered,true,
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accurate and correct copies of the following documents (collectively "Due Diligence Documents")
with respect to the Property in Seller's possession or control:
(i) All licenses, permits, authorizations, and approvals, if any, issued by all
governmental authorities having jurisdiction over the Property and in the possession or control of
Seller.
(ii) All leases, service and executory contracts, if any, affecting the Property.
(iii) All existing liens and encumbrances.
(iv) Any and all title documents in the possession of Seller, including but not
limited to any existing title policy, later title commitment, surveys, and studies and documents
affecting title, whether or not said documents are specified in any such policy or commitment.
(v) Any and all soil studies or tests of the Property previously conducted by or in
possession or control of Seller.
(vi) To the extent in Seller's possession or control: inspection reports, environmental
reports, any studies or reports relating to subsurface conditions, grading plans,topographical maps and similar
information respecting the condition of the Property.
6. FEASIBILITY PERIOD. Buyer its agents, architects, engineers, lenders, and
consultants shall have ninety (90) after the Effective Date (the "Feasibility Period") to inspect the
Property and to examine any information or documentation relating to the Property, including but not
limited to offsite utility availability, marketing studies, engineering studies, soil analysis, core drilling,
land use and zoning studies, mechanical studies, sewer studies, environmental and ecological studies,
economic studies and conduct any and all physical inspections of the Property and an investigation as to
the status of title and zoning of the Property with Buyer having the right to contact and discuss the
Property with any governmental office, official or agency. During the Feasibility Period, Buyer, at
Buyer's cost, may cause to be prepared a Phase 1 Environmental Site Assessment and, if necessary or
required, and if consented to and approved by Seller, said approval and consent not to be unreasonably
withheld or delayed, a Phase II report (collectively, the "ESA") of the Property in accordance with
any current �merican S��cietv (i�r �T��e�tin�, an�i ��latcrials ("ASTM") standards. If prepared, the ESA
will be certified to Buyer and Seller, and Buyer will cause a copy of the ESA to be delivered to Seller
upon Seller's request. Seller shall cooperate with Buyer in allowing Buyer to make such inspections and
allow Buyer full access during reasonable business hours to the Property for the purpose of such
inspections. Buyer shall notify Seller no less than one (1) business day in advance of making any such
inspections. Buyer shall save, defend, indemnify and hold Seller harmless from any damages, claims
and/or mechanics, materialmen or supplier's lien claims arising out of Buyer's entry onto the Property
and Buyer shall return the Property to its substantially former condition after completion of any soil
borings or investigations, reasonable wear and tear excepted. Additionally, Buyer shall obtain general
liability insurance insuring Seller as a primary insured for any damages or claims resulting from Buyer's
actions, studies or inspections and Buyer's entry onto the Property pursuant to this Paragraph 6,
evidencing general liability insurance of not less than One Million and no/100 Dollars($1,000,000.00)
per occurrence. Prior to entry onto the Property, Buyer shall deliver a copy of a certificate evidencing
the insurance required by this Paragraph 6 to Seller. In the event of Buyer's termination of this Agreement
pursuant to Paragraph 6, within five (5) days after any such termination Buyer shall return all studies
previously delivered by Seller to Seller, and Buyer shall deliver to Seller, copies of any and all studies
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conducted by or on behalf of Buyer under this Paragraph 6, except for any market or financial studies or
analyses.
Should Buyer determine in Buyer's sole, exclusive and unfettered judgment on or before the
expiration of the Feasibility Period that the Property is not suitable for Buyer's intended use as a
residential development of 12 townhome units/3 buildings on 3 rezoned lots on the Property ("Intended
Use") for any reason whatsoever, or for no reason at all, at any time prior to the expiration of the
Feasibility Period Buyer may, at its sole option, terminate this Agreement by written notice to Seller
delivered prior to the expiration of the Feasibility Period, whereupon this Ageement shall become null
and void and of no further force or effect and the Parties hereto shall have no further obligations to one
another, except that the Earnest Money, and any accrued interest thereon, if any, shall be promptly
returned to Buyer and the indemnification of Seller by Buyer as contained in this Paragraph 6 shall
survive any termination or Closing of this transaction, or Buyer may waive the provisions of this
paragraph and this Agreement shall remain in full force and effect. Buyer's failure to notify Seller on or
before the expiration date of Buyer's Feasibility Period, as defined herein, shall constitute a waiver of
this Paragraph and this Agreement shall remain in full force and effect.Upon expiration ofthe Feasibility
Period, the Earnest Money shall be non-refundable in any event, except for a Seller default.
The Parties hereto acknowledge that Buyer may expend material sums of money in reliance on
Seller's obligations under this Agreement, in connection with negotiating and executing this Agreement,
furnishing the Earnest Money, conducting the inspections contemplated by this Paragraph 6,completing
the reports contemplated by this Agreement and preparing for Closing and that Buyer would not have
entered into this Agreement without the availability of the Feasibility Period. The Parties, therefore,
agree that adequate consideration exists to support Seller's obligations hereunder even before the
expiration of the Feasibility Period.
7. APPROVAL PERIOD. (a) Zoning Ap�rovaL If after the expiration of
the Feasibility Period, Buyer has not terminated the Agreement, Buyer shall have the earlier of: (a)One
Hundred Twenty (l20) days after the expiration of the Feasibility Period; or(b)the date of approval of
the re-zoning and Final Plat of Subdivision for the Property by the Village Board of the Village of Buffalo
Grove (the "Approval Period") in which to seek to obtain a rezoning of the Property and approval of a
final Plat of Subdivision ("Final Plat"), with any and all special use permits and variations from the
Village of Buffalo Grove, except for Building Permits for the construction and installation of Buyer's
Intended Use, so as to permit Buyer's [ntended Use. On or before thirty (30) days after the expiration
of the Feasibility Period, Buyer shall submit to the Village of Buffalo Grove, Illinois, a completed and
executed zoning application for a rezoning of the Property from R-1 classification to R-8
classification necessary to achieve a rezoning for Buyer's lntended Use. During the Approval Period,
Buyer,at Buyer's sole risk and sole cost and expense,shall attempt to rezone the Property from its present
zoning classification to an R-8 classification so as to allow development and use of the Property in
accordance with Buyer's Intended Use. In addition to said rezoning or otherwise in order to permit
Buyer's [ntended Use of the Property, a Final Plat of the Property to separate the Property from the
Retained Property will be required. Seller shall reasonably cooperate with Buyer and shall execute such
documents required by Buyer in connection therewith in compliance with all applicable governmental
laws, ordinances and regulations. It is hereby expressly understood by and between the Parties hereto
that any Petition or Application far rezoning and for Final Plat approval shall contain a provision that the
rezoning and Final Plat are subject to Seller's prior written approval (which will not be unreasonably
delayed, conditioned or withheld)and may not be finalized without Seller's signature. Seller shall deliver
written notice to all Parties upon the approval by the Village Board of the Village of Buffalo Grove of
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the rezoning and Final Plat ("Zoning Approval Notice") which shall satisfy the approval contingency
requirements ofthis Paragraph and shall cause the time period to close to begin to run and, upon receipt
of the Zoning Approval Notice, Buyer waives the remainder of the Approval Period and the right to
terminate as set forth in this Paragraph 7.
(b) Final Plat Required. Buyer and Seller understand, acknowledge and agree that after
the Effective Date, it shall be Buyer's obligation to obtain approval of Preliminary and Final Plats of
the Property("Final Plat Approval")from the Village Board ofthe Village of Buffalo Grove to conform
to the terms and conditions of this Agreement. Buyer shall be responsible for and shall pay any and
all expenses related to or associated with obtaining Final Plat Approval. Buyer shall submit to the
Village Board of the Village of Buffalo Grove, and Seller, the Preliminary Plat and all necessary and
reasonable materials and documentation required pursuant to any and all ordinances, codes and
regulations for initial review during the Approval Period. The Preliminary and Final Plat shall also
plat the Retained Property as separate lot(s) as determined by the Village of Buffalo Grove, in its
reasonable discretion, and may include easements, conditions and dedications affecting the Retained
Property, all as determined by the Village of Buffalo Grove, in its reasonable discretion, and shall
include a restriction that the development of the Intended Use shall be at least fifteen (15) feet away
from the infrastructure and utilities located on the Retained Property. Seller shall reasonably
cooperate with Buyer in an effort to obtain the Final Plat Approval by the Village Board ofthe Village
of Buffalo Grove. The posting of any required bond or security and the payment any impact fees
consistent with existing Village requirements all in accordance with and pursuant to the Village of
Buffalo Grove municipal code,shall be paid by Buyer. It shall be Buyer's obligation and responsibility
to obtain and deliver an approved, executed Final Plat to the Title Company at or prior to Closing,
ready to be recorded.
(c) If at any time prior to the expiration of the Approval Period,Buyer determines that it shal l
not be able to obtain approval of the re-zoning and Final Plat of Subdivision for the Property by the
Village Board of the Village of Buffalo Grove as it deems, in its reasonable discretion, to be necessary
for its Intended Use of the Property, this Agreement may, at Buyer's reasonable election, be terminated.
Such termination shall be effected by written notice thereof to Seller given prior to the expiration of the
Approval Period, and shall have the effect of rendering this Agreement null and void, whereupon the
Earnest Money, together with interest thereon, if any, shall be paid to Seller, and this Agreement shall
be null and void.
(d) The Parties acknowledge that the Village of Buffalo Grove is acting in multiple
capacities. Seller is the party granting or denying zoning approval, Seller is the party granting or denying
Final Plat Approval, Seller will determine the amount of security or bonds required by Buyer in
connection with its development of the Property, and Seller will assess impact fees all in accordance
with and pursuant to the Village of Buffalo Grove municipal code. In furtherance of the subject
transaction, the Village of Buffalo Grove shall use reasonable efforts to coordinate its departments to
guide the subject transaction and approvals to a timely conclusion, all in accordance with and pursuant
to the Village of Buffalo Grove municipal code. If there are delays in obtaining approvals due to timing
of Village of Buffalo Grove meetings and through no fault of Buyer,notice requirements or moratoriums
which extend dates beyond the timing contained in this Agreement, then Buyer shall be granted an
extension oftime equal to delays experienced by Buyer due to such timing of Village of Buffalo Grove
meetings or delays due to notice requirements or moratoriums, but in no event shall such extension
exceed thirty(30)days. Fees assessed by the Village of Buffalo Grove shall be consistent with its normal
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practice in accordance with and pursuant to the Village of Buffalo Grove municipal code.
8. CLOSING DATE. The Closing Date shall be thirty (30) days after the earlier of: (a)
expiration of the Approval Period; or (b) the date of approval of the re-zoning and Final Plat of
Subdivision for the Property by the Village Board of the Village of Buffalo Grove, provided that Buyer
has not terminated this Agreement pursuant to a right to do so contained herein, and provided that all
other covenants and conditions herein contained on the part of Seller have been complied with by Seller.
Notwithstanding anything herein contained to the contrary, Buyer may elect to close this transaction on
any earlier date by written notice to Seller delivered at least fifteen (15) days prior to Buyer's intended
closing date. The Parties agree that the Closing may be set up remotely and/or in a manner so that the
Parties and their respective attorneys, or any of them, need not be physically present and may deliver
all necessary documents by overnight mail or other means.
9. REPRESENTATIONS,WARRANTIES AND COVENANTS.
(A) To induce Buyer to execute, deliver and perform this Agreement and without regard to any
independent investigations made by Buyer, Seller represents,warrants and covenants to Buyer that as of
the date hereof and the Closing Date:
(a) Except as disclosed to Buyer by Seller, there are no leases, tenancies, or
other rights of occupancy, possession or use for any portion of the Property. At the
Closing, there shall be no leases, tenancies or other rights of occupancy, possession or
use for the Property. All leases and tenancies shall be terminated with proper notice given
in accordance with all governmental regulations, statutes and ordinances.
(b) Seller is not a party to any written agreement with any person, firm,
corporation, or other entity that has any right or option to acquire the Property or any
portion thereof.
(c) There is not pending,nor has Seller received a written threat from a public
autharity of a contemplated condemnation of the Property or any part thereof.
(d) There are and shall be no liens or claims against Seller applicable to the
Property for federal withholding taxes or estate taxes, or any other taxes or charges
whatsoever.
(e) Seller's execution of and performance under this Agreement shall not
constitute a breach of any agreement, understanding, order,judgment or decree, written
or oral, to which Seller is a party and to which any part of the Property may be bound.
(fl There are and will be no recorded or unrecorded mechanics' or
materialmen's' liens or claims for such liens affecting the Property, and as of the Closing
Date.
(g) Pending the Closing, Seller agrees that Seller will not transfer the
Property except as herein expressly contemplated or create any easements, liens,
mortgages,or other encumbrances with respect to the Property, except with Buyer's prior
written consent.
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(h) That Seller is the owner in fee simple absolute of the title to the Property,
with full power and authority to enter into and consummate this transaction.
(i) Seller has not received any written notices from any federal, state,
county or municipal authority as to the existence of any Hazardous Materials or
Hazardous Substances (as defined under federal law) at the Property and Seller has no
knowledge of any other environmental problem ar hazardous materials issues in any
way related to the Property.
(j) Seller is not a "foreign person," "foreign partnership," "foreign trust"
or"foreign estate" as those terms are defined in Section 1445 of the Internal Revenue
Code.
The continued validity in all material respects of all representations, covenants and warranties
set forth in this Agreement shall be a condition precedent to the performance of Buyer's obligations
hereunder. Seller shall notify Buyer promptly if Seller becomes aware of any transaction or occurrence
prior to Closing Date which would make any of the representations or warranties of Seller contained in
this Paragaph 9 untrue in any material respect. All representations and warranties set forth in this
Agreement shall be continuing and shall be true and correct on and as of the Closing Date with the same
force and effect as if made at that time, and Seller shall deliver an affidavit or certificate at Closing re-
making all representations,covenants and warranties as of the Closing Date. Sel ler's representations and
warranties shall survive C losing for a period of one(1)year.
(C) In addition to any other representations and warranties of Buyer contained herein,
Buyer represents and warrants that, as of the Effective Date and as of the Closing Date, Buyer has the
legal power, right and authority to enter into this Agreement, to consummate the transactions
contemplated hereby, and to execute and deliver all documents and instruments to be delivered by
Buyer hereunder. Buyer's execution of and performance under this Agreement shall not constitute a
breach of any agreement, understanding, order,judgment or decree, written or oral, to which Buyer is a
party and to which any part of the Property may be bound.
10. CONDITION OF PROPERTY. Subsequent to the execution of this Agreement and
until the Closing Date, Seller agrees, at Seller's sole cost and expense, that the Property will be kept in
good order, free from waste and neglect, in accordance with past practice to allow Seller to deliver the
Property to Buyer in the same condition as exists on the date hereof.
11. CONDITIONS PRECEDENT. This Agreement and Buyer's obligation to close are
subject to the following additional express conditions precedent set forth below. Notwithstanding
anything to the contrary which may be contained herein, each ofthe conditions precedent may be waived
in writing by Buyer, such conditions being intended for the exclusive protection and benefit of Buyer.
(a) The continued validity of each and all of the representations, warranties
and covenants of Seller contained in this Agreement in all material respects.
(b) The delivery of all Closing documents required to be delivered by Seller
described in this Agreement,draft versions ofwhich shall be provided to Buyer's counsel
not less than three(3)days before Closing.
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(c) Seller shall deliver good and marketable title to the Property at Closing
and there shall be no condemnation proceedings instituted by any governmental agency
at any time prior to Closing.
Buyer and Seller acknowledge and agree that Building Permits for the construction and
installation of Buyer's Intended Use shall not be a condition precedent to Buyer's obligation to close. If
any of the conditions precedent to Buyer's obligations set forth in this Paragraph or elsewhere in the
Agreement are not fulfilled at or within the times set forth herein for the fulfillment thereof(after any
applicable cure period), ar not otherwise waived in writing by Buyer, Buyer may terminate this
Agreement by written notice to Seller, in which event this Agreement shall terminate, as Buyer's sole,
exclusive remedy,in lieu of any other remedy at law or in equity and,unless such termination was caused
by a Seller default or Seller's failure to satisfy Seller's portion of the conditions set forth above, the
Earnest Money shall be paid to Seller.
12. PRORATIONS. Buyer and Seller acknowledge and agree that due to the Property being
owned by a governmental entity, real estate taxes are exempt. Therefore, there shall be no tax proration
credit provided by Seller to Buyer at Closing. Any stamp tax, if any, imposed by State and County law
on the transfer of the title shall be paid by Seller, however, due to the Property being owned by a
governmental entity, State and County transfer taxes are exempt; and Buyer and Seller shall furnish
completed Real Estate Transfer Declarations signed by both Parties in the form required pursuant to the
Real Estate Transfer Act of the State of Illinois and Lake County. The Parties shall furnish any
declaration signed by both Parties or meet other requirements as established by any local municipal
ordinance with regard to a transfer or transaction tax. The Buffalo Grove transfer tax shall be paid by
Seller.
13. DEED/CLOSING MECHANICS- SELLER. At the Closing of the transaction:
(a) Seller shall deliver to Buyer the following items, which items shall be in
form and substance satisfactory to Buyer:
(i) On the Closing Date, Seller shall deliver to Buyer a later date
marked Commitment and Seller shall direct the Title Company to issue a 2006
Owner's ALTA Policy of Title Insurance Form B, as required by Paragraph 3
hereof, at Seller's cost, to be issued by the Title Company in Buyer's favor in the
full amount of the Purchase Price, with extended coverage, insuring Buyer's fee
simple title to the Property, subject only to the Permitted Exceptions.
(ii) A Special Warranty Deed ("Deed"), in a form suitable for
recording, conveying good and marketable fee simple title in the Property to
Buyer, subject only to the Permitted Exceptions.
(iii) Possession of the Property.
(iv) Execute and deliver to Buyer the affidavit or certificate relating
to Seller's representations and warranties contemplated in Paragraph 9(A).
(v) Execute and deliver to Buyer an Affidavit of Title covering the
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Properly, in customary form.
(vi) Execute and deliver to the Title Company an ALTA Statement.
(vii) Execute and deliver to the Title Company a GAP Undertaking.
(viii) Execute and deliver such documents as are necessary or
appropriate to allow Buyer to comply with Section 1445 ofthe Internal Revenue
Code regarding tax withholding on the sale of U.S. real property by a foreign
person or execute and deliver such certificates or affidavits as are appropriate
regarding exemption from such requirements.
(ix) Execute and deliver a Closing Statement.
(x) Execute and deliver an Affidavit of No Property Manager for the
Property currently being conveyed.
(xi) Deliver a duly passed Municipal Ordinance reasonably
satisfactory to the Title Company evidencing Seller's authority to enter into and
consummate this transaction pursuant to this Agreement.
(xix) Execute and deliver such other instruments and documents
specifically required to be delivered by Seller under the ter►ns ofthis Agreement
whether or not expressly set forth in this Paragraph.
14. DEED/CLOSING MECHANICS - BUYER. On or prior to the Closing Date, or as
otherwise provided, Buyer shall do or perform the following:
(i) Cause to be delivered to Seller the Purchase Price.
(ii) Deliver a fully executed,recordable Final Plat which shall include
Seller's signature as required by Section 7(b) hereof.
(iii) Execute and deliver a Closing Statement.
(iv) Execute and deliver such corporate, partnership and/or limited
liability company resolutions and authorizations reasonably satisfactory to Seller
and the Title Company evidencing Buyer's authority to enter into and
consummate this transaction pursuant to this Agreement.
(v) Deliver a fully executed Buyer's broker's lien waiver as approved
by the Title Company, if applicable and if required by the Title Company.
(vi) Execute and deliver such other instruments and documents
specifically required to be delivered by Buyer under the terms of this Agreement
whether or not expressly set forth in this Paragraph.
15. CONDEMNATION. Seller covenants and agrees that it will not commence a
9
condemnation action to take the Property, or any portion thereof, by its eminent domain powers while
this Agreement remains executory.
16. AS-IS, WHERE-IS TRANSACTION. SELLER AND BUYER HEREBY
UNDERSTAND, ACKNOWLEDGE AND AGREE THAT BUYER IS PERMITTED THE
OPPORTUNITY TO FULLY INSPECT THE PHYSICAL CONDITION OF THE
PROPERTY. THUS, BUYER AND SELLER HEREBY UNDERSTAND, ACKNOWLEDGE
AND AGREE THAT EXCEPT AS SET FORTH IN THIS AGREEMENT, IN THE DEED OR
IN SELLER'S CLOSING CERTIFICATE REAFFIRMING REPRESENTATIONS AND
WARRANTIES, SELLER AND ITS REPRESENTATIVES AND/OR AGENTS HAVE NOT
MADE AND ARE NOT NOW MAKING, AND THEY SPECIFICALLY DISCLAIM ALL
WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR
CHARACTER, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, WITH RESPECT TO THE PROPERTY, PERSONAL PROPERTY, IF ANY,AND
THE SIZE, LOCATION, AGE, USE DESIGN, QUALITY, DESCRIPTION, SUITABILITY,
STRUCTURAL INTEGRITY, OPERATION OR PHYSICAL CONDITION OF THE
PROPERTY, OR ANY PORTION THEREOF, AND THE PRESENCE OF HAZARDOUS
MATERIALS IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, AND THE
MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY
PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY, EITHER
EXPRESS, IMPLIED OR BY OPERATION OF LAW, THAT THE PROPERTY IS FIT FOR
ANY PARTICULAR PURPOSE, EXCEPT AS STATED HEREIN. BUYER
UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT EXCEPT FOR SELLER'S
WARRANTIES AND REPRESENTATIONS EXPRESSLY CONTAINED IN THIS
AGREEMENT,BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON,EITHER
DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER
OR ITS REPRESENTATIVES OR ANY OF THEIR RESPECTIVE AGENTS AND
ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE, AND
BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE
PROPERTY AS BUYER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO
THE FINANCIAL, PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND
SHALL RELY UPON SAME. UPON CLOSING, BUYER SHALL ASSUME THE RISK
THAT ADVERSE MATTERS INCLUDING, BUT NOT LIMITED TO ADVERSE
FINANCIAL, PHYSICAL AND ENVIRONMENTAL CONDITIONS WHICH MAY NOT
HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS (OR
SELLER'S REPRESENTATIONS AND WARRANTIES) MAY EXIST. BUYER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SET FORTH
HEREIN, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER, AND
BUYER SHALL ACCEPT THE PROPERTY "AS-IS", "WHERE-IS", "WITH ALL
FAULTS". BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO
ORAL AGREEMENTS,WARRANTIES OR REPRESENTATIONS,COLLATERAL TO OR
AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OF THIRD
PARTY. THE TERMS OF THIS PARAGRAPH SHALL SPECIFICALLY SURVIVE THE
CLOSING.
17. DEFAULT. If Seller is unable to convey title to the Property in accordance with the
condition in this Agreement, if there has occurred a material breach of any of Seller's representations,
warranties,and/or covenants,or if the conditions precedent to Buyer's performance specified herein have
10
neither been satisfied nor waived by Buyer, Buyer may, at Buyer's option, terminate this Agreement by
written notice farwarded to Seller on or prior to the Closing Date, in which event the Earnest Money
shall be returned to Buyer and this Agreement shall be terminated, or Buyer may elect to enforce this
Agreement by an action for specific performance of this Ageement, as Buyer's sole,exclusive remedies
in lieu of any other remedy at law or in equity, Buyer hereby specifically waiving any and all right to
damages arising from the breach of this Agreement by Seller.
If Buyer fails to consummate this Agreement far any reason (other than Seller's default or a
termination of this Agreement by Seller or Buyer pursuant to a right to do so expressly provided for in
this Agreement), Seller shall, as Seller's sole remedy, and in lieu of any other remedy, legal ar equitable
in nature,terminate this Agreement and the Earnest Money shall be paid to Seller as liquidated damages
and not as a penalty,damages being difficult or impossible to ascertain, in which event all obligations of
the Parties hereunder shall cease and this Agreement shall have no further force and effect, Seller hereby
expressly waiving and releasing any right to seek other damages against Buyer.
Neither Seller nor Buyer shall avail itself of any remedy granted to it hereunder based upon an
alleged default of the other party hereunder unless and until written notice of the alleged default, in
reasonable detail, has been delivered to the defaulting Party by the non-defaulting Party and the alleged
default has not been cured on or before 5:00 p.m., Chicago time, on the third (3rd) business day next
following delivery of said notice of default.
18. REAL ESTATE COMMISSION. Buyer and Seller represent and warrant to each other
that Seller has not dealt with any broker, and that no Seller's broker was the procuring cause of the
transaction contemplated by this Agreement. Any commission due and owing to any broker that was
retained or procured by Buyer for this transaction shall be paid by Buyer outside of the Closing. If
applicable, or if required by the Title Company, Buyer shall obtain a fully executed, final lien waiver,
approved by the Title Company, and deliver the original executed broker's lien waiver to the Title
Company at or prior to Closing. Buyer and Seller each agree to protect, defend, indemnify and hold
harmless the other, their successors and assigns, from and against any and all obligation, cost, expense
and liability, including without limitation, all reasonable attorney's fees and court costs, arising out of
any claim for brokerage commission, finder's commission or other such compensation as a result of the
dealings of Buyer or Seller in connection with such transaction.
19. MISCELLANEOUS PROVISIONS.
(a) Assignment. Upon the consent of Seller, not to be unreasonably
withheld ar delayed, Buyer may only assign its rights in this Agreement to any entity
that are in part owned or controlled by Buyer or Derick Goodman. Buyer may designate
a nominee which is a single purpose entity created to take title to the Property at Closing
which entity shall be owned in part or controlled by Buyer or Derick Goodman. Any
assignments by Buyer shall not release Buyer of its obligations hereunder.
(b) Notices. All notices required or desired to be given hereunder shall be
deemed given if and when delivered personally, when sent by electronic mail with the
immediate mailing of a copy of the notice via U.S. Mail, First Class, or on the next
business day after being deposited with a national overnight courier service, or on the
third business day after being deposited in the United States certified or registered mail,
return receipt requested, postage prepaid, addressed to a party at its address set forth
11
below, or to such other address as the party to receive such notice may have designated
to all other parties by notice in accardance herewith:
(i) If to Sel ler:
The Village of Buffalo Grove, Illinois
c/o Christopher Stilling, AICP Deputy
Village Manager
50 Raupp Boulevard
Buffalo Grove, Illinois 60089
Phone: (847)459-2500
Email: cstilling�(a�vb .�org
with a copy to: Schain, Banks, Kenny & Schwartz, Ltd.
Three First National Plaza
70 West Madison Street
Suite 2300
Chicago, Illinois 60602
Attention: Richard G. Golab
Facsimile: (312) 345-5701
r o� lab(c�schainbanks.com
(ii) If to Buyer: THG Holdings, LLC
747 Lake Cook Road IOOW
Deerfield, Illinois 60015
Attention: Derick B. Goodman
Telephone: (312)260-9822x720
Email: d�oodman(a�thehuron r�oup.com
with a copy to: Charles E. Alexander
40 Skokie Boulevard, Suite 400
Northbrook, lllinois 60062
Telephone: (847)559-8600
Facsimile: (847)559-9197
Email: calexander(a�ceapc.net
Electronic mail notices sent on a non-business day shall be deemed given on
the following business day.
(c) Entire A�reement. This Agreement and Exhibits "A" and "B", which
are attached hereto and made a part hereof,constitute the entire agreement between Seller
and Buyer, and there are no other covenants, agreements, promises, terms, provisions,
conditions, undertakings, or understandings, either oral or written, between them
concerning the Property other than those herein set forth. No subsequent alteration,
amendment, change, deletion or addition to this Agreement shall be binding upon Seller
or Buyer unless in writing and signed by both Seller and Buyer.
(d) Headin�s. The headings, captions, numbering system, etc., are inserted
only as a matter of convenience and may under no circumstances be considered in
12
interpreting the provisions of the Agreement.
(e) BindinE Effect. All ofthe provisions ofthis Agreement are hereby made
binding upon the personal representatives, heirs, successors, and assigns of both parties
hereto.
(� Time of Essence. Time is of the essence of this Agreement.
(g) Unenforceable or Inapplicable Provisions. If any provision hereof is
for any reason unenforceable or inapplicable, the other provisions hereof will remain in
full force and effect in the same manner as if such unenfarceable or inapplicable provision
had never been contained herein.
(h) Counterparts. This Agreement can be executed in counterparts, each
of which shall be an original and, together will constitute a fully executed and binding
contract. The exchange of executed signature pages by facsimile or electronic email
Portable Document Format (PDF) transmission shall constitute effective delivery of
such signature pages and may be used in lieu of the original signature pages for all
purposes. In the event this Agreement is executed by the exchange of facsimile or
electronic email Portable Document Format(PDF)copies, the Parties agree that upon
written notice from one Party to another, to exchange ink-signed counterparts
promptly after the execution and delivery of this Agreement.
(i) Applicable Law, Place of Performance. This Agreement shall be
construed under and in accordance with the laws of the State of[llinois. All obligations
contained in this Agreement are performed in Lake County, State of Illinois.
(j) Buver's Waiver of Conditions Precedent. Buyer may, at Buyer's sole
option, waive any of the conditions precedent to Buyer's performance specified in this
Agreement by giving written notice to Seller at any time on or befare the Closing Date.
(k) Survival Clause. The representations, warranties and covenants
contained herein shall not merge in the deed or any other document and shall survive the
Closing for a period of one(1)year after the Closing.
(I) Further Assurances. The parties each agree to do, execute,
acknowledge and deliver all such further acts, instruments and assurances and to take all
such further action before or after Closing as shall be necessary or desirable to fully carry
out this Agreement and to fully consummate and effect the transactions contemplated
hereby.
(m) Construction. This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have been
prepared primarily by counsel for one of the Parties, it being recognized that both Buyer
and Seller have contributed substantially and materially to the preparation of this
Agreement.
(n) Attornev's Fees. In the event of any action or proceeding brought by
13
either Party against the other for any matter arising out of or in any way relating to this
Agreement or the Property, each party shall bear its own attorneys' fees and costs
incurred in such action.
(o) Closin� Date. In the event that the Closing Date or any other deadline
date described in this Agreement falls on a weekend or a holiday, the Closing Date or
other deadline date shall be deemed to be the next business day.
(p) Proarietary Canacity. The Village of Buffalo Grove enters into this
Agreement solely in its proprietary capacity as a land owner. The Parties hereto
understand, acknowledge and agree that no provision or term in this Agreement shall
be interpreted to be an admission, approval, acquiescence, right or permit by or from
the Village of Buffalo Grove regarding any matter relating to the Village's municipal
power and authority. The Parties hereto understand, acknowledge and agree they must
fully comply in all respects to the Village or Buffalo Grove's regulatory and permitting
ordinances and requirements.
(q) Marketin�. Buyer shail not market the Property for sale prior to
Closing. Notwithstanding anything contained herein to the contrary, Buyer may obtain
and erect one (1) sign on the Property, marketing the residences to be constructed and
sold on the Property once the Village of Buffalo Grove's Board approves the rezoning
of the Property pursuant to Paragraph 7, hereunder. Prior to construction of any sign
pursuant to this Paragraph 19(q), Buyer shall obtain, at Buyer's cost, a permit for such
sign and the sign shall meet all Village of Buffalo Grove code requirements for the
sign.
(SIGNATURES APPEAR ON THE FOLLOWING PAGE)
14
DATED this day of February, 2023, which is the date this Agreement has been signed by
whichever of Buyer or Seller is the last to sign this Agreement. All references to the "Contract Date",
"Effective Date"or similar references shall mean this date.
SELLER:
THE VILLAGE OF BUFFALO GROVE,ILLINOIS,an
Illinois municipal corporation
By: � �e.s ��l�t.�n�
Name:
Its:
BUYER:
THG Holdings LLC, an Illinois limited liability company
By:
Name:
Its:
15
EXHIBIT "A"
LEGAL DESCRIPTION
THAT PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 29, TOWNSHIP 43 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL
MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF
LOT 1 IN THE VILLAS OF BUFFALO GROVE UNIT TWO; THENCE NORTH 00 DEGREES 12
MINUTES 30 SECONDS EAST, A D[STANCE OF 106.31 FEET (MEASURE), 105.0 FEET
(RECORD) TO THE NORTHEAST CORNER THEREOF; THENCE NORTH 89 DEGREES 48
MINUTES 15 SECONDS EAST, PARALLEL WITH THE SOUTH LINE OF THE NORTHEAST
QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 29, A DISTANCE OF 455.00
FEET; ; THENCE SOUTH 00 DEGREES 12 MINUTES 30 SECOND S WEST, A DISTANCE OF
106.31 FEET TO A POINT OF THE SOUTH LINE OF THE NORTHEAST QUARTER OF THE
NORTHWEST QUARTER OF SA[D SECTION 29; THENCE SOUTH 89 DEGREES 48
MINUTES 15 SECONDS WEST, ALONG THE SOUTH LINE OF THE NORTHEAST QUARTER
OF THE NORTHEAST QUARTER OF SA[D SECTION 29, A DISTANCE OF 455.75 FEET TO
THE POINT OF BEG[NNING, IN LAKE COUNTY, ILLINOIS.
16
EXHIBIT "B"
MAP OF PROPERTY
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17