AMENDED AND RESTATED ESCROW AGREEMENT

Transcription

1 AMENDED AND RESTATED ESCROW AGREEMENT This Amended and Restated Escrow Agreement ( Escrow Agreement ) is made and entered into by and among Oak Street #l LLC ( Seller ), Village Pointe Commons LLC ( Buyer ), Community Development Authority of the Village of Grafton ( CDA ), Village of Grafton ( Village ) and Chicago Title Insurance Co. ( Escrow Agent ),( collectively the Parties ) as of the 20 th day of May, 2015, regarding the property described in Exhibit A, annexed hereto and incorporated by reference ( Property ). The Parties entered into an Escrow Agreement as of the 17 th of March, 2014, and a First Amendment to Escrow Agreement as of the 13 th day of October, 2014, with respect to certain agreements by the Parties. The Parties have agreed to execute this Escrow Agreement as the means and method of closing the sale of the Property, the termination of Seller s agreements with Village and the establishment of Buyer s agreements with Village. Time is of the essence of each provision herein. This Escrow Agreement will terminate at 11:59 p.m. on June 30, 2015, unless prior thereto, Village has certified to Seller, Buyer and Escrow Agent that Buyer has obtained building permit(s) for Phase I of Buyer s development of the Property, and paid to the Village all relevant permit fees and impact fees. Each party has agreed to its particular obligations under this Escrow Agreement, as follows: A. Seller shall: 1. Upon execution of this Escrow Agreement, deposit with Escrow Agent this Escrow Agreement, signed by all parties above, the Termination Agreement with Village, fully executed by Seller and the Mutual Release by Seller and Village, fully executed by Seller and all guarantors as identified in the Termination Agreement. 2. Prior to the date of closing of the sale of the Property to Buyer, deposit with Escrow Agent all of the following: a) Fully executed by Seller: (i) Deed;

2 B. Buyer shall: (ii) (iii) (iv) Transfer Return; Closing Statement; Other customarily required closing documents. 1. Prior to the date of closing of the purchase of the Property from Seller, deposit with Escrow Agent, fully executed by Buyer, all agreements between Buyer and Village and all agreements between Buyer and CDA. 2. Prior to the date of closing, deposit with Escrow Agent all of the following: a) Fully executed by Buyer: (i) (ii) Closing Statement; Other customarily required Closing Documents; and b) Cashier s check or wire transfer payable to Escrow Agent in the amount of the net purchase amount for the Property. 3. File applications with Village for permit(s) to build Phase I of Buyer s development, prior to June 16, Upon issuance by Village of building permit(s) for Phase I of Buyer s development, pay all applicable permit(s) and impact fees to Village for Phase I of Buyer s development on or before June 30, 2015 (provided the Village has provided such costs as set forth in Section C.2. below). C. Village shall: 1. Upon execution of this Escrow Agreement, deposit with Escrow Agent the Termination Agreement with Seller, fully executed by Village and CDA. 2. Provided Buyer has complied with paragraph B.3, Village shall review Buyer s submissions and, if compliant with all applicable statutes,

3 ordinances, codes, and regulations, prepare all Permits for delivery and advise Buyer of the costs for issuance of all applicable permits and impact fees for Phase I of Buyer's development, on or before June 30, Prior to the date of closing of the purchase and sale of the Property, deposit with Escrow Agent, fully executed by Village and CDA, all agreements between Buyer and Village and Buyer and CDA. 4. Prior to the date of closing, deposit with Escrow Agent, Seller s Letter of Credit in favor of Village. 5. Prior to the date of closing, deposit with Escrow Agent, fully executed by Village and CDA, the Mutual Release by Seller and Village, fully executed by Village and CDA. 6. Provided Buyer has complied with paragraphs B.3 and B.4, Village shall deliver the certification described in paragraph 4 of the Preamble on page 1 of this Escrow Agreement to all Parties, on or before June 30, D. Escrow Agent shall: 1. Hold all documents and any funds received until either Ju ly 1, 2015 or receipt of certification from Village that Buyer has discharged its responsibility to obtain building permits(s) and has paid to Village the required amount of permit fees and impact fees, for Phase I of Buyer s development of the Property, whichever occurs first. 2. If Ju ly 1, 2015 occurs first, Escrow Agent shall return every document and all other funds received to the party providing each document or funds, within three business days of July 1, If Village certification occurs first, Escrow Agent shall, within three business days thereafter: a) Cause all documents, which have been submitted for recording, to be recorded. b) Cause all documents, which have been submitted for filing, to be filed.

4 c) Distribute documents to the relevant parties. d) Disburse the balance of funds on deposit, in the following sequence: (i) (ii) (iii) Reimbursement of Escrow Agent of any unpaid amounts for recording or filing fees, Transfer Taxes and escrow fees of $500. $600,873 to Village. Balance of funds to Seller. 4. Act accordingly, on receipt of written instructions. [SIGNATURE PAGES TO FOLLOW]

5 OAK STREET #1, LLC E.J. Plesko & Associates, Inc., Its Manager Andrew E. Plesko Title: President VILLAGE POINT COMMONS LLC Title: COMMUNITY DEVELOPMENT AUTHORITY OF THE VILLAGE OF GRAFTON

6 Title:

7 VILLAGE OF GRAFTON Title: CHICAGO TITLE INSURANCE CO. Title: _3.DOCX