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HomeMy WebLinkAboutOrd 5003 03/16/1999 ORDINANCE NO. 5003 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREED JUDGMENT ORDER FOR PROPERTY AT 30 SOUTH MAIN STREET AND 9-15 SOUTH WILLE STREET Passed and approved by the President and Board of Trustees the 16th day of March, 1999 Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 17th day of March, 1999. VWL 2/25/99 2/26/99 ORDINANCE NO. 5003 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREED FINAL JUDGMENT ORDER AND AGREEMENTS COMPANION THERETO 30 SOUTH MAIN STREET AND 9-15 SOUTH WILLE STREET WHEREAS, the Village of Mount Prospect, a home rule unit, pursuant to the authority of Article VII, Section 6 of the 1970 Constitution of the State of Illinois, is authorized to legislate with respect to matters pertaining to its government and affairs; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have heretofore by Ordinance No. 4951 determined and declared that the acquisition of the property hereinafter described is necessary and in the public interest and is a matter pertaining to its govemment and affairs; and WHEREAS, pursuant to its home rule authority as provided in Article VII, Section 6 of the 1970 Constitution of the State of Illinois, the President and Board of Trustees of the Village of Mount Prospect have determined and declared it is necessary and in the public interest to acquire for redevelopment the property hereinafter described; and WHEREAS, the Village of Mount Prospect is authorized to acquire property, real or personal, by purchase, donation, lease or eminent domain for the purposes of redevelopment pursuant to the provisions of the Tax Increment Allocation Redevelopment Act, Chapter 65, ACt 5, Section 11-74.4-4(c) of the Illinois Municipal Code as set forth in the Illinois Compiled Statutes; and WHEREAS, the Village filed an eminent domain proceeding in the Circuit Court of Cook County entitled Village of Mount Prospect v. American National Bank and Trust ComDany of Chicago a/t/u Trust No. 123783-03. Case No. 99 L 50073 to acquire the property hereinafter described; and WHEREAS, the Village has negotiated the terms and provisions of an Agreed Final Judgment Order in said proceeding and the terms and provisions of an Agreement and a sales Tax Shadng Agreement companion thereto; and WHEREAS, President and Board of Trustees of the Village of Mount Prospect have determined and declared that the approval and execution of the Agreed Final Judgment Order and the Agreement and the Sales Tax Shadng Agreement companion thereto and hereinafter described 'are necessary, for redevelopment purposes are useful, advantageous and desirable for the public welfare; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have determined and declared that the approval and execution of the Agreed Final Judgment Order and the. Agreement and the Sales Tax Shadng Agreement Companion thereto hereinafter described are necessary and appropriate for the implementation of the Downtown Redevelopment Plan;.. ' · - Page 2 of 3 30 S. Main/9-15 S. Wille NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: _ .~E_C_T_LO]~J_O_b~: That it is hereby determined that the following described real property as shown in Exhibit "A" is necessary and appropriate for the implementation of the Downtown Redevelopment Plan of the Village of Mount Prospect. ~: That pursuant to its home rule power and authority, the President and Board of Trustees of the Village of Mount Prospect hereby determines that it is necessary and desirable that the Village of Mount Prospect approve and execute the Agreed Final Judgment Order attached as Exhibit 'B" and the Agreement and the Sales Tax Sharing Agreement attached'collectively as Exhibit 'C". .. ~: That the Village President and Village Clerk be and are hereby authorized to execute the Agreed Final Judgment Order and the Agreement and Sales Tax Sharing Agreement as attached hereto. ~: That the Village Manager, Village Attorney, and the firm of Burke and Ryan, Special Attorneys of the Village of Mount Prospect, be and are hereby authorized, empowered and directed to take the necessary actions to implement their terms and provisions for and on behalf of the Village of Mount Prospect. ~: That this Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form in the manner provided by law. AYES: Clowes, Corcoran, Hoefert, Nocchi, Wilks NAYS: None ABSENT: Lohrstorfer PASSED and APPROVED this 16th day of March ,1999. Village President ~/ A'i-rEST: Velma W~, Lowe '.. .... Village Clerk *.' · EXHIBIT A Legal Description of 512 and 600 East Rand Road PARCEL1: LOT A IN WOODOCK'S SUBDIVISION OF THE SOUTH 242 FEET EXCEPT THE NORTH 100 FEET THEREOF MEASURED ON THE EAST LINE OF THE SOUTH 242 FEET OF THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 34, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY OF THE CENTER LINE OF RAND ROAD EXCEPT THE EAST 75 FEET OF THE SOUTH 77 FEET OF THE LAND FRONTING 125.77 FEET ON EASTERLY SIDE OF RAND ROAD IN COOK COUNTY, ILLINOIS. PARCEL 2: THE SOUTH 33 FEET MEASURED ALONG THE EAST LINE OF THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 34, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY OF THE CENTER LINE OF RAND ROAD (EXCEPT THE EAST 75 FEET THEREOF) IN COOK COUNTY, ILLINOIS. PARCEL 3: THAT PART OF THE NORTH 100 FEET AS MEASURED ALONG THE EAST LINE OF THE SOUTH 242 FEET OF THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 34, TOWNSHIP 42 NORTH, RANGE 11, LYING EASTERLY OF THE CENTER LINE OF RAND ROAD (EXCEPTING THAT PART USED FOR ROAD PURPOSES) EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. EXHIBIT A Legal Description of the Subject Property PARCEL 1: ALL OF LOT ONE, AND LOT TWO (EXCEPT THE SOUTH 1.11 FEET OF THE 37.37 FEET THEREOF) IN MOUNT PROSPECT CENTRAL DISTRICT SUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, AS SHOWN ON PLAT THEREOF REGISTERED ON DECEMBER 23, 1949 AS DOCUMENT NO. 1275902. PARCEL 2: THE NORTH ~ OF LOT 18 IN BLOCK 7 IN MOUNT PROSPECT, AND LOT 17 AND LOT 18 (EXCEPT THE NORTH ~ THEREOF) IN BLOCK 7 IN MOUNT PROSPECT, ALL BEING A SUBDIVISION IN SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 3: LOT 19 IN BLOCK 7 MOUNT PROSPECT, BEING A SUBDIVISION IN SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 4: LOT 16 IN BLOCK 7 IN MOUNT PROSPECT, BEING A SUBDIVISION IN SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 5: THE NORTH 50 FEET OF LOT 2 IN BLOCK 3 IN BUSSE AND WlLLE'S RESUBDIVISION IN MOUNT PROSPECT IN THE WEST ~ OF SECTION 12, TOWNSHIP 44 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. IN THE CIRCUIT COURT OF COOK COUNTY,.ILLINOIS COUNTY DEPARTMENT, LAW DIVISION VILLAGE OF MOUNT PROSPECT, ) a municipal corporation, ) ) Plaintiff, ) vs. ) Case No. 99L 050073 ) Full Take AMERICAN NATIONAL BANK AND TRUST ) COMPANY OF CHICAGO, as Trustee under ) Trust Agreement dated January 26, 1998 and ) known as Trust No. 123783-03; MOUNT ) PROSPECT'S NORTHWEST ) ELECTRICAL SUPPLY CO., INC., ) NORTHWEST PROPERTY, L.L.C. and ) UNKNOWN OWNERS, et al. ) ) Defendants. ) AGREED FINALJUDGMENT ORDER THIS CAUSE COMING TO BE HEARD upon the Complaint to Condemn filed by Plaintiff, VILLAGE OF MOUNT PROSPECT, a municipal corporation, for the ascertainment of just compensation to be paid by Plaintiff for fee simple title to the property legally described on Exhibit A attached hereto (hereinafter referred to as the "Subject Property"); And Plaintiff, VILLAGE OF MOUNT PROSPECT (hereinafter referred to as "Village"), appearing by its attomeys, BURKE AND RYAN, and Defendants, AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Trustee under Trust Agreement dated January 26, 1998 and known as Trust No. 123783-03, ,MOUNT PROSPECT'S NORTHWEST ELECTRICAL SUPPLY CO., INC. ("MPNESCI") and IN THE CIRCUIT COURT OF COOK COUNTY,, ILLINOIS COUNTY DEPARTMENT, LAW DIVISION VILLAGE OF MOUNT PROSPECT, ) a municipal corporation, ) ) Plaintiff, ) vs. ) Case No. 99L 050073 ) Full Take AMERICAN NATIONAL BANK AND TRUST ) COMPANY OF CHICAGO, as Trustee under ) Trust Agreement dated January 26, 1998 and ) knownas Trust No. 123783-03; MOUNT ) PROSPECT'S NORTHWEST ) ELECTRICAL SUPPLY CO., INC., ) NORTHWEST PROPERTY, L.L.C. and ) UNKNOWN OWNERS, et al. ) ) Defendants. ) .. AGREED FINAL JUDGMENT ORDER THIS CAUSE COMING TO BE HEARD upon the Complaint to Condemn filed by Plaintiff, VILLAGE OF MOUNT PROSPECT, a municipal corporation, for the ascertainment of just compensation to be paid by Plaintiff for fee simple title to the property legally described on Exhibit A attached hereto (hereinafter referred to as the "Subject Property"); And Plaintiff, VILLAGE OF MOUNT PROSPECT (hereinafter referred to as "Village"), appearing by its attorneys, BURKE AND RYAN, and Defendants, AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Trustee under Trust Agreement dated January 26; 1998 and known as Trust No. 123783-03, ,MOUNT PROSPECT'S NORTHWEST ELECTRICAL SUPPLY CO., INC. ("MPNESCI") and NORTHWEST PROPERTY, L.L.C. ("Northwest") (hereinafter collectively referred to as "Defendants"),: appearing by their attorneys, RIGHEIMER; MARTIN & CINQUINO and SCHAIN, FIRSEL & BURNEY, LTD., and it appearing to the Court that all parties defendant herein have been served with process or the service of process has been waived, all in the manner and form provided by statute; And the Court having jurisdiction of all the parties to this lawsuit and the subject matter thereof, the Village and Defendants having reached agreement as set forth herein, the parties having waived a trial by jury, and the Court being fully advised as to the agreed upon just compensation to be paid by the Village, and the Court being fully advised in the premises, THE COURT FINDS THE JUST COMPENSATION, based on the agreement of th~ parties and other consideration and agreements as more fully set forth herein, to be paid by the Village to the owners and party or parties interested in the Subject Property which Village seeks to acquire as set forth in its Complaint to Condemn and hereinafter described to be the sum of TWO MILLION ONE HUNDRED FIFTY THOUSAND DOLLARS ($2,150,000.00) for fee simple title to and all other interests in the Sul~ject Property; WHEREF©RE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that the just compensation to be paid by the Village to the owners and party or parties interested in the Subject Property With the other consideration and agreements set forth herein be and is full and final satisfaction of all takings, damages, costs and claims of Defendants arising out of or resulting from the Village's Complaint to Condemn, acquisition, and use of the Subject Property and judgment is entered accordingly; IT IS THEREFORE ORDERED AND ADJUDGED by the Court, upon the agreement of the parties, that on or before March 18, 1999 the Village shall deposit with the Treasurer of Cook County, Illinois the sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (the "First Deposit") for the benefit of the owners and party or parties in interest in the Subject Property; IT IS FURTHER ORDERED AND ADJUDGED that upon the First Deposit with the Treasurer of Cook County Village shall be thereby vested with the fee simple title to the Subject Property, and the Village has thereby waived its right to abandon this case; IT IS FURTHER ORDERED AND ADJUDGED that upon the said First Deposit with the Treasurer of Cook County Defendants shall be entitled to present the Court with a petition to withdraw from the Treasurer of Cook County the First Deposit; IT IS FURTHER ORDERED AND ADJUDGED that on or before April 1, 1999 the Village shall deposit with the Treasurer of Cook County, Illinois the sum of ONE MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS ($1,650,000.00) (the "Second Deposit") for the benefit of the owners and party or parties in interest in the Subject Property; IT IS FURTHER ORDERED AND ADJUDGED that upon the said Second Deposit with the Treasurer of Cook County Defendants shall be entitled to present the Court with a petition to withdraw from the Treasurer of Cook County the Second Deposit; IT IS FURTHER ORDERED AND ADJUDGED that, if the Village fails to make the First Deposit on or before March 18, 1999, or the Second Deposit on or before April -3- 1, 1999, interest shall accrue on such Deposit at the rate of nine percent (9%) per annum from the date due until the date of such Deposit, plus fourteen (14) days; IT IS FURTHER ORDERED AND ADJUDGED that, if the Village fails to make the First Deposit when due, or Second Deposit on or before April 20, 1999, Defendants may petition this Court for an order directing the Village to immediately make the · required deposit; IT IS FURTHER ORDERED AND ADJUDGED, by agreement of the parties and as other consideration for the taking of the Subject Property, as follows: 1. Defendants shall tender full and complete possession of that portion of the Subject Property identified as Parcel 1 as depicted on Exhibit B [which is attached hereto and made a part hereof] to the Village on April 1, 1999 and shall provide written notice to the Village evidencing such tender of possession. However, Parcel 1 shall not be altered in any way until the Second Deposit is deposited by the Village. Until such time, Parcel I can be used for surveying, planning, investigation, etc.; 2. Defendants shall tender full and complete possession of that portion of the Subject Prop'erty identified as Parcel 2 as depicted on Exhibit B [which is attached hereto and made a part hereof] to the Village on the earlier to occur of June 1, 2000 or upon Defendants relocation to and occupancy of its new facility (the "Rand Road Site"). Provided, however, that if completion of the Rand Road Site shall be delayed by reason of acts of God, war or material damage to work in progress by reason of fire, such shall be deemed to be events of Force Majeure and then the time to tender possession of Parcel 2 shall be extended by the number of calendar days of the delay actually so caused. Within fourteen (14) days after the occurrence of such Force Majeure event, -4- Defendants shall give written notice to the Village specifying in brief description of the - eYent, giving its actual or anticipated duration, and weekly thereafter, if such delay shall be continuing. Defendants shall provide written notice to the Village evidencing such tender of possession of Parcel 2; 3. Defendants will remain on the Subject Property without the payment of rent to the Village and shall be responsible for payment of all utilities, contracts, and any other amounts of any nature whatsoever due for the Subject Property up to the date Defendants tender possession of Parcel 1 and Parcel 2, respectively, to the Village. Defendants will maintain liability insurance of no less than ONE MILLION DOLLARS ($1,000,000.00) and extended coverage on Parcel 2 of the Subject Property and will name the Village as an additional insured thereunder. Defendants !~gree to save, defend, indemnify and hold harmless the Village, its officers, trustees, employees and agents from any and all claims and liability arising out of Defendants' use and occupancy of Parcel 2, until such time as possession of Parcel 2 is delivered to the Village. The Village will assume responsibility and be liable for any actions by the Village, or successors in interest to Parcel 1, to the extent such actions adversely impact Northwest's or MPNESCI's continued use of Parcel 2 until such time as possession of Parcel 2 is delivered to the Village. The Village will not allow excavation for buildings within ten (10) feet of the property line between Parcel 1 and Parcel 2; and the Village will assure and provide Defendants such other necessary protections to the structures, parking and other improvements on Parcel 2 from damage or disrepair from construction activities on Parcel 1 to the extent necessary to allow Defendants to -5- continue to conduct their business on Parcel 2, as such business is currently being conducted; 4. The Village does hereby grant an exclusive, non-assignable license to Defendants from the date hereof until the delivery of possession of Parcel 2 to the Village of that portion of the Village owned property depicted on Exhibit B as "Licensed Property" and "Wille Street Access' for the purposes of pedestrian and vehicular automobile and truck ingress, egress and parking for Defendants, their contractors, suppliers, customers, guests and invitees. 5. The Village agrees to allow Defendants, at their cost, to place a lighted sign on Parcel 2 within the location identified on Exhibit B for a period of two (2) years from the date Defendants tender possession of Parcel 2; provided, however, that such lighted sign shall conform to the Village's sign regulations and shall not be more than four (4) feet by eight (8) feet in size; 6. The Village shall pay directly to Northwest the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) for relocation and moving costs related to its relocation thirty (30) days prior to the time Defendants vacate the entire Subject Property. Defendants will give forty-five (45) days prior notice to the Village of the date Defendants intend to vacate the entire Subject Property; 7. The Village shall provide Northwest with a sales tax rebate equal to seventy-five percent (75%) of the Village's local and home rule sales tax generated by MPNESCI sales for a period of fifteen (15) years with said period to commence upon Defendants relocation to and occupancy of the Rand Road Site. A Sales Tax Sharing Agreement (the "Agreement")providing for said sales tax rebate is attached in form -6- hereto as Exhibit C. The Village agrees to execute the Agreement and adopt the Agreement by ordinance within fourteen (14) days after entry of this Agreed Final Judgment Order; 8. The Village agrees to convey to Northwest, for no additional consideration, the Village-owned property adjacent to the Rand Road Site and identified and legally described on Exhibit D, excepting therefrom that part of Lot 12 on which a monument sign is located and which portion is depicted on Exhibit D, which excepted portion shall be retained, owned and maintained by the Village. Northwest shall provide an easement for access and maintenance across the balance of Lot 12 to the excepted portion to be retained by the Village. The Village will grant necessary easements across the retained portion of Lot 12 for water, sanitary sewer, storm sewer, gas, electric, telephone or cable services necessary to be provided to the Rand Road Site. Defendants' use of said property shall be attendant to and consistent with Defendants' use and business purpose at its Rand Road Site; 9. The Village agrees that it shall not initiate an eminent domain action to acquire Defendants' Rand Road Site for a period of twenty-five (25) years, said period to commence upon Defendants relocation to and occupancy of the Rand Road Site; 10. Defendants shall have the right to remove and salvage from the Subject Property such fixtures and improvements as are identified by Defendants, in writing, by notice delivered to the Village prior to vacating the Subject Property; provided, however, that such fixtures shall be removed and salvaged from the Subject Property prior to the tender of possession to the Village; and also provided that the salvage operation does not leave the structure in a dangerous condition or subject to ~amage by the elements; -7- 11. The Village agrees that any development agreement for its Tax Increment Financing District ('!TIF District") which contemplates commercial use shall provide language granting Defendants the right of first refusal at market rates of other retail uses within the TIF District for retail space on the Subject Property and north of the Subject Property to Central Road on the west side of Route 83 in the event another retail lighting fixture or electrical supply business expresses interest in leasing space at the location of the Subject Property and north of the Subject Property to Central Road on the west side of Route 83. 12. Northwest agrees to reimburse the Village in full satisfaction of the cost of remediation for the entire Subject Property an amount up to fifty percent (50%) of the cost of remediation, as described in this Paragraph 12, but in no event more than Fifty Thousand and 00/100 Dotlars ($50,000.00). The reimbursement described in this Paragraph shall apply only to reasonable actual costs of remediating property owned, or formerly owned, by Northwest which is utilized as the northeast parking lot at 30 South Main Street as depicted in the drawing labeled "Site 1 - Northeast Parking Lot - 30 South Main Street" included within the limited Phase II Subsurface Soil Investigation at 30 South Main Street, 11 South Wille Avenue and 13 South Wille Avenue for the Village dated February 16, 1999 and prepared by Camplin Environmental Services, Inc. under Project No. 99-001. The costs for remediation which are reimbursable under this Paragraph are the actual out-of-pocket costs, without profit or overhead, to the Village, or any developer, for the minimum remediation mandated by law and which is required by the Illinois Environmental Protection Agency for the residential development of the aforesaid northeast parking lot pursuant to the Site Remediation Program as set forth in Title XVII of the Illinois Environmental Protection Act, 415 ILCS 5/58 et seq. and 35 Ill. Admin, Code 742 so long as said remediation results in the issuance of a No Further Remediation Letter by the Illinois Environmental Protection Agency. The aforesaid reimbursement shall be from a joint order escrow to be created at the time the moving expenses are paid pursuant to Paragrap'h 6 of this Final Agreed Judgment Order. Upon submission of the final bills for such remediation to Northwest, one-half (1/2) of such total shall be paid from the escrow to the party directed by the Village. IT IS FURTHER ORDERED AND ADJUDGED that this Court, by agreement of the parties, shall have and retain jurisdiction of the above entitled cause to enforce all the terms, provisions and conditions of this Agreed Final Judgment Order and for the purpose of awarding Village writ or writs of assistance with regard .Jo the Subject Property to which Village has acquired fee simple title as aforesaid, and that Defendants and the Village shall not be limited to remedy at law, but may seek specific performance of the terms, provisions and conditions of this Agreed Final Judgment Order; IT IS FURTHER ORDERED AND ADJUDGED, by agreement of the parties, that the parties waive their rights of appeal in this cause and Defendants waive their right to costs and interest on the award; IT IS FURTHER ORDERED AND ADJUDGED that, in the event any petition or motion is filed with this Court to require the enforcement of this Agreed Final Judgment Qrder, the prevailing party in such action shall be entitled to reasonable attorneys' fees, costs and expenses, as determined by this Court; THE COURT FINDS that there is no just reason for delaying the enforcement of this Agreed Final Judgment Order. ,JUDGE ALEXAHI)ER P. V~HITE DATED: NAR 1 8 1999  ~241. AGREED AND STIPULATED AS TO FORM AND CONTENT: PLAINTIFF: DEFENDANTS: VILLAGE~I:)F MOUNT PROSPECT AMERICAN NATIONAL BANK AND ~ / ,//] TRUST COMPANY OF CHICAGO, as /i~//~ ~/4,~.¢~,,¢' ~~ Trustee under Trust Agreement dated . ~ January 6, 1998 and known as Trust BURKE AND RYAN, (./ No. 123783-03, NORTHWEST Its Attorneys PROPERTY, L.LC. and MOUNT PROSPECT'S NORTHWEST ELECTRICAL SUPPLY CO., INC. RIGHEIMER, MAR-PIN & ClNQUINO, Their Attorneys SCHAIN, FIRSEL & BURNEY, LTD. Their Attorneys Burke and Ryan, Attorney #70154 33 N. Dearborn, Suite 402 Chicago, Illinois 60602 (312) 236-1386 word~*ndt~ag reemen\northwes-f]o3-fn[ of draft#5 03/11/99 mdf -10- EXHIBIT A Le.clal Description of the Subiect Property PARCEL 1: ALL OF LOT ONE, AND LOT TWO (EXCEPT THE SOUTH 1.11 FEET OF THE 37.37 FEET THEREOF) IN MOUNT PROSPECT CENTRAL DISTRICT SUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, AS SHOWN ON PLAT THEREOF REGISTERED ON DECEMBER 23, 1949 AS DOCUMENT NO. 1275902. PARCEL 2: THE NORTH ~ OF LOT 18 IN BLOCK 7 IN MOUNT PROSPECT, AND LOT 17 AND LOT 18 (EXCEPT THE NORTH ~ THEREOF) IN BLOCK 7 IN MOUNT PROSPECT, ALL BEING A SUBDIVISION IN SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 3: ' LOT 19 IN BLOCK 7 MOUNT PROSPECT, BEING A SUBDIVISION IN SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 4: LOT 16 IN BLOCK 7 IN MOUNT PROSPECT, BEING A SUBDIVISION.IN SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 5: THE NORTH 50 FEET OF LOT 2 IN BLOCK 3 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT IN THE WEST ~ OF SECTION 12, TOWNSHIP 44 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. EXHIBIT C SALES TAX SHARING AGREEMENT THIS SALES TAX SHARING AGREEMENT (the "Agreement") is made and entered into as of this 2nd day of Mamh, 1999 by and between the VILLAGE OF MOUNT PROSPECT, Cook County, Illinois, an Illinois municipal corporation duly organized and existing under the laws of the State of illinois (the "Village"), NORTHWEST PROPERTY, L.L.C.. an Illinois limited liability company ("Northwest") and MOUNT PROSPECT'S NORTHWEST ELECTRICAL SUPPLY CO., INC., an Illinois corporation ("MPNESCI"). RECITALS: WHEREAS, Northwest currently owns property and business facilities on which the electrical supply distributorship known as Mount Prospect's Northwest Electrical Supply Company, Inc. ("MPNESCI") operates at 30 South Main Street, in the Village ("Main Street Location"); and WHEREAS, Northwest intends to sell, and MPNESCI intends to close the Main Street Location as a result of a complaint to condemn filed by the Village of Mount Prospect against Northwest Property, L.L.C. and MPNESCI on the Main Street Location; and WHEREAS, Northwest is in the process of acquiring certain real estate located within the corporate limits of the Village, which real estate is commonly known as 512 and 600 East Rand Road and is legally described in Exhibit A, attached hereto and made a part hereof, and which real estate may be hereinafter referred to as the "Rand Road Property"); and WHEREAS, Northwest intends to construct a facility on the Rand Road Property, and MPNESCI intends to operate their electrical supply business at the Rand Road site; and WHEREAS, the Village has determined that it is necessary to the economic and social welfare of the Village that the Village promote the economic vitality of the community by assuring opportunities for development and sound and stable commercial growth within the corporate limits of the Village; and WHEREAS, the Village, in adopting this Agreement, is exercising its home rule authority as provided in Article VII of the illinois Constitution; and WHEREAS, the Village desires to have Northwest acquire and construct the business facility on the Rand Road Property, and MPNESCI to relocate its business operations to that facility, as such will help to improve the social and economic welfare of the Village, and that the proposed development contemplated in this Agreement will enhance the tax base of the Village to the benefit of the Village and other governmental entities, and that the powers exercised hereunder are found to be in furtherance of a public use and essential to the public interest; and WHEREAS, construction and operation of the new facility would not be economically feasible for Northwest without the Village's economic assistance; and WHEREAS, in order to make it economically feasible for Northwest to acquire the Rand Road Property, construct the facility and improvements, and relocate the business operations of MPNESCI, the Village has agreed to pay Northwest for a portion of the on-site and off-site development costs of the business through the use of a rebate of a portion of the Sales Tax Revenue generated by MPNESCI within the corporate limits of the Village; and WHEREAS, the Mayor and the Board of Trustees have determined that entering into this Agreement is in the best interests of the Village. , . NOW, THEREFORE, in consideration of the foregoing and the covenants hereinafter set forth, it is mutually agreed as follows: 1. Recitals. That the recitals set forth hereinabove are incorporated herein by reference, as if fully set forth. 2. Conditions Precedent to Northwest's Receipt of Payment. a. Northwest agrees to maintain and lease the Rand Road Property (and/or elsewhere in the Village) for the use of MPNESCl during the term of this Agreement. b. MPNESCI agrees to operate its electrical supply business at the Rand Road Property (and/or elsewhere in the Village) during the term of this Agreement. c. During the term of this Agreement, one or more of the following individuals and/or their spouses and/or children shall maintain a fifty-one percent (51%) interest in MPNESCI and any one or more of such person(s) shall be actively engaged in direct management of the Business on the Rand Road Property (and/or elsewhere in the Village) on a full-time basis: -2- (i) Thomas Reindl; (ii) Dennis Reindl; (iii) Anita Drake; (iv) Donna Mill. 3. Sales Tax Rebate Provisions, In consideration of the foregoing, Northwest agrees to construct, and MPNESCI agrees to operate the business on the Rand Road Property, and/or elsewhere in the Village, the Village agrees to remit certain monies to Northwest as follows: a. Quarterly Payments. For the three (3) month period ending three (3) months after the last day of the month after the date the Rand Road Property is open for business, and each succeeding three (3) month period thereafter (each a "Quarterly Period"), the Village shall allocate seventy-five percent (75%) of the Village's share of the Retailer's Occupation Tax, Retailer's Service Occupation Tax, the Retailer's Use Tax, the Retailer's Service Use Tax or any other "sales tax" or ~uccessor tax that may be enacted by the State of Illinois or any governmental agency or body created under the laws of the State of Illinois and located within the State of Illinois, as well as the Village's "home rule" portion of any and all such sales taxes (hereafter collectively "Sales Tax Revenue"), that is collected by MPNESCI and is derived as a result of business transactions occurring on the Rand Road Property (and/or elsewhere in the Village) and which is received by the Village. It is expressly understood that all "home rule" sales tax are a part of this Agreement. Currently, the Sales Tax Revenue is equal to one and one-half percent (1.5%). b. Duration. The obligation of the Village to share with Northwest its collected Sales Tax Revenue shall continue until the first to occur of any of the following events: (i) Northwest or MPNESCI violates the provisions of Paragraph 2 of this Agreement; or (ii) the Village has paid Northwest for Northwest's share of the collected Sales Tax Revenue for sixty (60) Quarterly Periods. c. Timing. Provided the Village has received its quarterly payment of sales tax revenue from the State of Illinois, payments shall be made by the Village to Northwest within seventy:five (75) days after each -3- Quarterly Period. Any payment not made when due shall accrue interest at the rate of nine percent (9%) per annum. 4. Home Rule Sales Tax. In the event the statutory authority of the Village to levy a local or "home rule" sales tax is rescinded or found invalid, Northwest shall be entitled to receive any replacement or similar tax revenue source statutorily available to and authorized by the Village equal to the amount that Northwest would have received had the local or "home rule" sales tax not been rescinded or found invalid. Nothing contained herein shall restrict or prohibit the Village from rescinding or reducing all or any part of its local or "home rule" sales tax, 5. Sales Tax Reports. Within forty-five (45) days after each Quarterly Period, MPNESCI shall provide the Village with a statement signed by one of its officers as to the dollar amount of Sales Tax Revenue paid to the State of Illinois for the benefit of the Village during the prior Quarterly Period as well as copies of any and all sales tax returns, sales tax reports, amendments, proof of payment or any other Sales Tax information filed with the State of Illinois or other appropriate governmental entity for purposes of identifying Sales Tax Revenue collected pursuant to this Agreement for calendar years 1999 through the life of this Agreement. Additionally, MPNESCI hereby authorizes the Village to obtain such Sales Tax information directly from the Illinois Department of Revenue or the State of Illinois. The Village shall maintain the confidentiality of the information contained in such reports, but shall be permitted to disclose such information and documents to employees and consultants as the Village, in its sole discretion, deems appropriate in order to monitor compliance and audit this Agreement. MPNESCI also agrees, upon the request of the Village, to furnish such consents or waivers as may be required by the Illinois Department of Revenue to allow the Illinois Department of Revenue to furnish to the Village sales tax information concerning the Business. 6. Limitations of Liability. No recourse under or upon any obligation, covenant or agreement of this Agreement, or for any claim based thereon or otherwise in respect thereof, shall be had against the Village, its officers, agents and employees in any amount or in excess of any specific sum agreed by the Village to be paid to Northwest or MPNESCI hereunder, subject to the terms and conditions herein, and no liability, right or claim, at law or in equity, shall attach to or shall be incurred by the Village, its officers, agents and employees in excess of such amounts, and all and any such rights or claims of Northwest or MPNESCl against the Village, its officers, agents and employees are hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement by the Village. No recourse under or upon any obligations, covenant or agreement of this Agreement, or for any claim based thereon or otherwise in respect thereof, shall be had against Northwest or MPNESCI, their officers, agents and employees, in excess of their obligations to the Village hereunder, subject to the terms and conditions herein, and no liability, right or claim, at law or in equity, shall attach to or shall be incurred by Northwest or MPNESCI, their officers, agents and employees in excess of their obligations hereunder. -4- 7. Mutual Assistance..The Village, Northwest and MPNESCI agree to do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms hereof: 8. Provisions Concerning Limitation on Debt. The receipt, or anticipated receipts, of Sales Tax Revenue, either directly or indirectly, from MPNESCI, as provided earlier in this Agreement, shall be a condition precedent to any obligation of the Village to pay monies to Northwest and, as such, no debt from the Village to Northwest shall exist unless the Village has first received, or expects to receive, for any such Quarterly Period, either directly or indirectly, Sales Tax Revenue for that Quarterly Period. 9. Governing Law, Waiver and Notices. This Agreement shall be governed by the laws of the County of Cook, the State of Illinois, and the sole and exclusive venue for any disputes arising out of this Agreement shall be any state or federal court located within the State of Illinois. A waiver of any part of this Agreement shall be limited to that specific event and shall not be a waiver of the entire Agreement. Any notices required in this Agreement shall be effective when in writing and three (3) days after mailing by certified mail, return receipt requested, or by delivering same in person or to an officer of such party or by prepaid telegram or private overnight courier, when appropriate, addressed to the party to be notified as follows: If to the Village: Michael Janonis Village Manager Village of Mount Prospect 100 S. Emerson Street Mount Prospect, Illinois 60056 If to Northwest: Thomas Reindl Northwest Property, bbC. 600 E. Rand Road Mount Prospect, Illinois 60056 If to MPNESCh Thomas Reindl Mount Prospect's Northwest Electrical Supply Co., InC~ 600 E. Rand Road Mount Prospect, Illinois 60056 or to such other addresses as a party may designate for itself by notice given from time to time to the other parties in the manner provided herein. 10. Time is of the Essence. Time is of the essence of this Agreement. The parties shall make very reasonable effort to expedite the subject matters hereof, and they hereby acknowledge that the successful performance of this Agreement requires their continued cooperation. -5- 11. Breach. Upon a breach of this Agreement, either of the parties, by any action or proceeding, at law or in equity, may secure the specific performance of the covenants and agreements herein contained, or may be awarded damages, plus attorneys' fees, costs and expenses for failure of performance, or both. 12. Other Mutual Covenants. The parties agree to the following other mutual covenants: a. Entire Agreement. This instrument contains the entire agreement between the parties with respect to the transaction contemplated in this Agreement. b. Severability. If any provisions of this Agreement is held invalid by a court of competent'jurisdiction, after exhaustion of all appeals or periods of such, or in the event such a court shall determine that the Village does not have the power to perform any such provision, after exhaustion of all appeals or periods for such, such provision shall be deemed to be excised herefrom, and the invalidity thereof shall not affect any of the other provisions contained herein, and such judgment or decree shall relieve the Village from performance under such invalid provision of this Ag[eement; provided, however, if the judgment or decree relieves the Village of any of its monetary obligations under Section 3 of this Agreement, then this Agreement shall terminate. c. Amendment. This Agreement may be amended, altered or revoked at any time, in whole or in part, by filing with this Agreement a written instrument setting forth such changes signed by all of the parties to this Agreement. d. Bindinq On. This Agreement shall be binding on the parties, and their respective successors, assigns, heirs and legal representatives. e. Section and Other Headings. Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. f. Authorization to Execute. The officers of Northwest and MPNESCI who have executed this Agreement warrant that they respectively have been lawfully authorized by Northwest and MPNESCI to execute this Agreement on their behalf. The Mayor and Clerk of the Village hereby warrant that they have been lawfully authorized by the Village to execute this Agreement. Northwest and MPNESCI and the Village shall deliver, upon request, to ;each other at the respective time such entities cause their authorized agents to affix their signatures hereto, copies of all articles of incorporation; by-laws, resolutions, ordinances or other -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. VILLAGE: VILLAGE OF MOUNT PROSPECT, Cook County, Illinois, an Illinois municipal corporation duly organized and existing under the laws of the State of Illinois Name: ~-~-~ ~/c~ .Z, /zc~ ~,//~ A~EST: ~:' Its: Mayor '~ / Name: Its: Village Clerk NORTHWEST: NORTHWEST PROPERS, L.L.C., an [ADDITIONAL SIGNATURES ON FOLLOWING PAGE] -7- MPNESCI: MOUNT PROSPECT'S NORTHWEST ELECTRICAL SUPPLY CO., INC., an Illinois corpora~on / /'")- 7 / ..~_, N b m e :'~'~ ~. ,~. ~ ,,,"~L. By: Name~ ~ It~~~, -. wo rd~mdf~ag reemen~northwes-sts-fnl -8- EXHIBIT A LeRa Description of 512 and 600 East Rand Road PARCEL 1: LOT A IN WOODOCK'S SUBDIVISION OF THE SOUTH 242 FEET EXCEPT THE NORTH 100 FEET THEREOF MEASURED ON THE EAST LINE OF THE SOUTH 242 FEET OF THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 34, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY OF THE CENTER LINE OF RAND ROAD EXCEPT THE EAST 75 FEET OF THE SOUTH 77 FEET OF THE LAND FRONTING 125.7'7 FEET ON EASTERLY SIDE OF RAND ROAD IN COOK CQUNTY, ILLINOIS. PARCEL 2: THE SOUTH 33 FEET MEASURED ALONG THE EAST LINE OF THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 34, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY OF THE CENTER LINE OF RAND ROAD (EXCEPT THE EAST 75 FEET THEREOF) IN COOK COUNTY, ILLINOIS, PARCEL 3: THAT PART OF THE NORTH 100 FEET AS MEASURED ALONG THE EAST LINE OF THE SOUTH 242 FEET OF THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 34, TOWNSHIP 42 NORTH, RANGE 11, LYING EASTERLY OF THE CENTER LINE OF RAND ROAD (EXCEPTING THAT PART USED FOR ROAD PURPOSES) EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. EXHIBIT D Legal Description of the Villaqe Parcels OUTLOTS 11 AND 12 IN THE KENSINGTON CENTER PHASE ONE, BEING A SUBDIVISION IN THE EAST ¼ OF SECTION 34 AND THE WEST ~ OF SECTION 35, TOV~/NSHIP 42 NORTH. RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN. IN COOK COUNTY, ILLINOIS. X ~.'~."'"~ ~ ,X (OUTLOT 12) y~.~,~ .u~.~ss C~T~ SALES TAX SHARING AGREEMENT THIS SALES TAX SHARING AGREEMENT (the ~Agreement") is made and entered into as of this 2"d day of March, 1999 by and between the VILLAGE OF MOUNT PROSPECT, Cook County, Illinois, an Illinois municipal corporation duly organized and existing under the laws of the State of Illinois (the '¥illage"), NORTHWEST PROPERTY, L~L.C~, an Illinois limited liability company ("Northwest") and MOUNT PROSPECT'S NORTHWEST ELECTRICAL SUPPLY CO., INC., an Illinois corporation ("MPNESCI"). RECITALS: WHEREAS, Northwest currently owns property and business facilities on which the electrical supply distributorship known as Mount Prospect's Northwest Electrical Supply Company, Inc. ("MPNESCI") operates at 30 South Main Street, in the Village ("Main Street Location"); and WHEREAS, Northwest intends to sell, and MPNESCI intends to close the Main Street Location as a result of a complaint to condemn filed by the Village of Mount Prospect against Northwest Property, L.L.C. and MPNESCI on the Main Street Location; and WHEREAS, Northwest is in the process of acquiring certain real estate located within the corporate limits of the Village, which real estate is commonly known as 512 and 600 East Rand Road and is legally described in Exhibit A, attached hereto and made a part hereof, and which real estate may be hereinafter referred to as the "Rand Road Property"); and WHEREAS, Northwest intends to construct a facility on the Rand Road Property, and MPNESCl intends to operate their electrical supply business at the Rand Road site; and WHEREAS, the Village has determined that it is necessary to the economic and social welfare of the Village that the Village promote the economic vitality of the community by assuring opportunities for development and sound and stable commercial growth within the corporate limits of the Village; and WHEREAS, the Village, in adopting this Agreement, is exercisin9 its home rule authority as provided in Article VII of the Illinois Constitution; and WHEREAS, the Village desires to have Northwest acquire and construct the business facility on the Rand Road Property, and MPNESCl to relocate its business operations to that facility, as such will help to improve the social and economic welfare & of the Village, and that the proposed development contemplated in this Agreement will enhance the tax base of the Village to the benefit of the Village and other governmental entities, and that the powers exemised hereunder are found to be in furtherance of a public use and essential to the public interest; and WHEREAS, construction and operation of the new facility would not be economically feasible for Northwest without the Village's economic assistance; and WHEREAS, in order to make it economically feasible for Northwest to acquire the Rand Road Property, construct the facility and improvements, and relocate the business operations of MPNESCl, the Village has agreed to pay Northwest for a portion of the on-site and off-site development costs of the business through the use of a rebate of a portion of the Sales Tax Revenue generated by MPNESCI within the corporate limits of the Village; and WHEREAS, the Mayor and the Board of Trustees have determined that entering into this Agreement is in the best interests of the Village. NOW, THEREFORE, in consideration of the foregoing and the covenants hereinafter set forth, it is mutually agreed as follows: 1. Recitals. That the recitals set forth hereinabove are incorporated herein by reference, as if fully set forth. 2. Conditions Precedent to Northwest's Receipt of Payment. a. Northwest agrees to maintain and lease the Rand Road Property (and/or elsewhere in the Village) for the use of MPNESCl during the term of this Agreement. b. MPNESCl agrees to operate its electrical supply business at the Rand Road Property (and/or elsewhere in the Village) during the term of this Agreement. c. During the term of this Agreement, one or more of the following individuals and/or their spouses and/or children shall maintain a fifty-one percent (51%) interest in MPNESCI and any one or more of such person(s) shall be actively engaged in direct management of the Business on the Rand Road Property (and/or elsewhere in the Village) on a full-time basis: (i) Thomas Reindl; (ii) Dennis Reindl; -2- (iii) Anita Drake; (iv) Donna Mill 3. Sales Tax Rebate Provisions. In consideration of the foregoing, Northwest agrees to construct, and MPNESCI agrees to operate the business on the Rand Road Property, and/or elsewhere in the Village, the Village agrees to remit certain monies to Northwest as follows: a. Quarterly Payments. For the three (3) month period ending three (3) months after the last day of the month after the date the Rand Road Property is open for business, and each succeeding three (3) month period thereafter (each a "Quarterly Period"), the Village shall allocate seventy-five percent (75%) of the Village's share of the Retailer's Occupation Tax, Retailer,s Service Occupation Tax, the Retailer's Use Tax, the Retailer's Service Use Tax or any other "sales tax" or successor tax that may be enacted by the State of Illinois or any governmental agency or body created under the laws of the State of Illinois and located within the State of Illinois, as well as the Village's "home rule" portion of any and all such sales taxes (hereafter collectively "Sales Tax Revenue"), that is collected by MPNESCl and is derived as a result of business transactions occurring on the Rand Road Property (and/or elsewhere in the Village) and which is received by the Village. It is expressly understood that all "home rule" sales tax are a part of this Agreement. Currently, the Sales Tax Revenue is equal to one and one-half percent (1.5%). b. Duration. The obligation of the Village to share with Northwest its collected Sales Tax Revenue shall continue until the first to occur of any of the following events: (i) Northwest or MPNESCl violates the provisions of Paragraph 2 of this Agreement; or (ii) the Village has paid Northwest for Northwest's share of the collected Sales Tax Revenue for sixty (60) Quarterly Periods. c. Timinq. Provided the Village has received its quarterly payment of sales tax revenue from the State of Illinois, payments shall be made by the Village to Northwest within seventy-five (75) days after each Quarterly Period. Any payment not made when due shall accrue interest at the rate of nine percent (9%) per annum. -3- 4. Home Rule Sales Tax. In the event the statutory authority of the Village to levy a local or "home rule" sales tax is rescinded or found invalid, Northwest shall be entitled to receive any replacement or similar tax revenue source statutorily available to and authorized by the Village equal to the amount that Northwest would have received had the local or "home rule" sales tax not been rescinded or found invalid. Nothing contained herein shall restrict or prohibit the Village from rescinding or reducing all or any part of its local or "home rule~ sales tax. 5. Sales Tax Reports. Within forty-five (45) days after each Quarterly Period, MPNESCI shall provide the Village with a statement signed by one of its officers as to the dollar amount of Sales Tax Revenue paid to the State of Illinois for the benefit of the Village during the prior Quarterly Period as well as copies of any and all sales tax returns, sales tax reports, amendments, proof of payment or any other Sales Tax information filed with the State of Illinois or other appropriate governmental entity for purposes of identifying Sales Tax Revenue collected pursuant to this Agreement for calendar years 1999 through the life of this Agreement. Additionally, MPNESCI hereby authorizes the Village to obtain such Sales Tax information directly from the Illinois Department of Revenue or the State of Illinois. The Village shall maintain the confidentiality of the information contained in such reports, but shall be permitted to disclose such information and documents to employees and consultants as the Village, in its sole discretion, deems appropriate in order to monitor compliance and audit this Agreement. MPNESCI also agrees, upon the request of the Village, to furnish such consents or waivers as may be required by the Illinois Department of Revenue to allow the Illinois Department of Revenue to furnish to the Village sales tax information concerning the Business. 6. Limitations of Liability. No recourse under or upon any obligation, covenant or agreement of this Agreement, or for any claim based thereon or otherwise in respect thereof, shall be had against the Village, its officers, agents and employees in any amount or in excess of any specific sum agreed by the Village to be paid to Northwest or MPNESCI hereunder, subject to the terms and conditions herein, and no liability, right or claim, at law or in equity, shall attach to or shall be incurred by the Village, its officers, agents and employees in excess of such amounts, and all and any such rights or claims of Northwest or MPNESCI against the Village, its officers, agents and employees are hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement by the Village. No recourse under or upon any obligations, covenant or agreement of this Agreement, or for any claim based thereon or otherwise in respect thereof, shall be had against Northwest or MPNESCI, their officers, agents and employees, in excess of their obligations to the Village hereunder, subject to the terms and conditions herein, and no liability, right or claim, at law or in equity, shall attach to or shall be incurred by Northwest or MPNESCI, their officers, agents and employees in excess of their obligations hereunder. 7. Mutual Assistance. The Village, Northwest and MPNESCI agree to do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms hereof. -4- 8. Provisions Concerning Limitation on Debt. The receipt, or anticipated receipts, of Sales Tax Revenue, either directly or indirectly, from MPNESCI, as provided earlier in this Agreement, shall be a condition precedent to any obligation of the Village to pay monies to Northwest and, as such, no debt from the Village to Northwest shall exist unless the Village has first received, or expects to receive, for any such Quarterly Period, either directly or indirectly, Sales Tax Revenue for that Quarterly Period. 9. Governing Law, Waiver and Notices. This Agreement shall be governed by the laws of the County of Cook, the State of Illinois, and the sole and exclusive venue for any disputes arising out of this Agreement shall be any state or federal court located within the State of Illinois. A waiver of any part of this Agreement shall be limited to that specific event and shall not be a waiver of the entire Agreement. Any notices required in this Agreement shall be effective When in writing and three (3) days after mailing by certified mail, return receipt requested, ~)r by delivering same in person or to an officer of such party or by prepaid telegram or private overnight courier, when appropriate, addressed to the party to be notified as follows: If to the Village: Michael Janonis Village Manager Village of Mount Prospect 100 S. Emerson Street Mount Prospect, Illinois 60056 If to Northwest: Thomas Reindl Northwest Property, L.L.C. 600 E. Rand Road Mount Prospect, Illinois 60056 If to MPNESCI: Thomas Reindl Mount Prospect's Northwest Electrical Supply Co., Inc. 600 E. Rand Road Mount Prospect, Illinois 60056 or to such other addresses as a party may designate for itself by notice given from time to time to the other parties in the manner provided herein. 10. Time is of the Essence. Time is of the essence of this Agreement. The parties shall make very reasonable effort to expedite the subject matters hereof, and they hereby acknowledge that the successful performance of this Agreement requires their continued cooperation. 11. Breach. Upon a breach of this Agreement, either of the parties, by any action or proceeding, at law or in equity, may secure the specific performance of the -5- covenants and agreements herein contained, or may be awarded damages, plus attorneys' fees, costs and expenses for failure of performance, or both. 12. Other Mutual Covenants. The parties agree to the following other mutual covenants: a. Entire A.qreement. This instrument contains the entire agreement between the parties with respect to the transaction contemplated in this Agreement. b. Severability. If any provisions of this Agreement is held invalid by a court of competent jurisdiction, after exhaustion of all appeals or periods of such, or in the event such a court shall determine that the Village does not have the power to perform any such provision, after exhaustion of all appeals or periods for such, such provision shall be deemed to be excised herefrom, and the invalidity thereof shall not affect any of the other provisions contained herein, and such judgment or decree shall relieve the Village from performance under such invalid provision of this Agreement; provided, however, if the judgment or decree relieves the Village of any of its monetary obligations under Section 3 of this Agreement, then this Agreement shall terminate. c. Amendment. This Agreement may be amended, altered or revoked at any time, in whole o~ in part, by filing with this Agreement a written instrument setting forth such changes signed by all of the parties to this Agreement. d. Binding On. This Agreement shall be binding on the parties, and their respective successors, assigns, heirs and legal representatives. e. Section and Other Headin.qs. Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. f. Authorization to Execute. The officers of Northwest and MPNESCI who have executed this Agreement warrant that they respectively have been lawfully authorized by Northwest and MPNESCI to execute this Agreement on their behalf. The Mayor and Clerk of the Village hereby warrant that they have been lawfully authorized by the Village to execute this Agreement. Northwest and MPNESCI and the Village shall deliver, upon request, to each other at the respective time such entities cause their authorized agents to affix their signatures hereto, copies of all articles of incorporation, by-laws, resolutions, ordinances or other documents required to legally evidence the authority to so execute this Agreement on behalf of the respective parties. -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. VILLAGE: VILLAGE OF MOUNT PROSPECT, Cook County, Illinois, an Illinois municipal corporation duly organized and existing under the laws of the State of Illinois Its: Mayor 'f// ATTEST: / Its: Village Clerk NORTHWEST: NORTHWEST PROPERTY, L.L.C., an By: [ADDITIONAL SIGNATURES ON FOLLOWING PAGE] -7- MPNESCI: MOUNT pROsPECT'S NORTHWEST ELECTRICAL SUPPLY CO., INC., an Illinois corp~bratio, n ,/~ .,~ ~/~ . By: ~ word~'ndf~agreemen\northwes-sts-fnl 03/11/99 mdf -8- EXHIBIT A Legal Description of 512 and 600 East Rand Road PARCEL 1: LOT A IN WOODOCK'S SUBDIVISION OF THE SOUTH 242 FEET EXCEPT THE NORTH 100 FEET THEREOF MEASURED ON THE EAST LINE OF THE SOUTH 242 FEET OF THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 34, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY OF THE CENTER LINE OF RAND ROAD EXCEPT THE EAST 75 FEET OF THE SOUTH 77 FEET OF THE LAND FRONTING 125.77 FEET ON EASTERLY SIDE OF RAND ROAD IN COOK COUNTY, ILLINOIS. PARCEL 2: THE SOUTH 33 FEET MEASURED ALONG THE EAST LINE OF THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 34, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY OF THE CENTER LINE OF RAND ROAD (EXCEPT THE EAST 75 FEET THEREOF) IN COOK COUNTY, ILLINOIS. PARCEL 3: THAT PART OF THE NORTH 100 FEET AS MEASURED ALONG THE EAST LINE OF THE SOUTH 242 FEET OF THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 34, TOWNSHIP 42 NORTH, RANGE 11, LYING EASTERLY OF THE CENTER LINE OF RAND ROAD (EXCEPTING THAT PART USED FOR ROAD PURPOSES) EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AGREEMENT THIS AGREEMENT made and entered into as of the 2nd day of March, 1999, by and between the VILLAGE OF MOUNT PROSPECT, a municipal corporation under the laws of the State of Illinois (hereinafter referred to as the "Village"), and NORTHWEST PROPERTY, L.L.C., an Illinois limited liability company (hereinafter referred to as "Northwest") ("Developer"); WI.TN ESSETH: WHEREAS, the Village designated a certain area within its municipal limits as a tax increment financing district ("TIF District") as set forth in the Tax Increment Allocation Redevelopment Act of the State of Illinois, 65 ILCS 5/11-74.4-1 et seq. and that the Village is desirous of having the TIF District redeveloped and revitalized with a use or uses to serve the needs of the Village community and to produce increased tax revenues for the Village community; and WHEREAS, Northwest is the owner of certain property within the TIF District sought to be acquired by the Village for redevelopment and said acquisition requires Northwest to relocate its tenant, Mount Prospect's Northwest Electrical Supply Co., Inc. ("MPNESCI") to another location within the Village with the common address of 600 East Rand Road (hereinafter referred to as the "Rand Road Site"); and WHEREAS, the Village owns property ("Village Parcels") which comprise a portion of the Rand Road Site and desires to sell and convey to Northwest the Village Parcels as more fully set forth herein; and WHEREAS, the Village and Northwest desire to enter into this Agreement and authorized a sales tax rebate to Northwest for the business operations of MPNESCI to be located at the Rand Road Site and/or elsewhere in the Village, owned by Northwest and operated by MPNESCl, as more fully set forth herein. NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Village and Northwest do hereby agree upon the covenants, conditions, terms, provisions and agreements herein contained as follows: ARTICLE 1 SALES TAX REBATE 1.1 The Village shall provide Northwest with a sales tax rebate equal to seventy-five percent (75%) of the Village's local and home rule sales tax generated by MPNESCI's sales for a period of fifteen (15) years with said period to commence upon MPNESCI's relocation to and occupancy of the Rand Road Site and/or elsewhere in the Village. The terms of the aforesaid sales tax rebate are contained in the Sales Tax Sharing Agreement, attached hereto and made a part hereof as Exhibit A. The parties agree to execute the Sales Tax Sharing Agreement simultaneous with the execution of this Agreement. ARTICLE 2 CONVEYANCE OF VILLAGE PARCELS FOR RAND ROAD SITE 2.1 Within forth-five (45) days from the date hereof, the Village shall convey the Village Parcels legally described on Exhibit B which comprise a portion of the Rand Road Site to Northwest by Special Warranty Deed in form reasonably acceptable and satisfactory to Northwest subject to utility easements, an easement for access to that part of Lot 12 used for the monument sign, public right of way exceptions, and other "permitted exceptions", all as set forth on Exhibit C ("Permitted Exceptions"). 2.2 At the time of conveyance, the Village, at its expense, shall provide Northwest with a title insurance policy issued by Mercury Title Company, L.L.C., as agent for Chicago Title Insurance Company, covering the Village Parcels subject only to the Permitted'Exceptions setting forth the state of title and any easements or restrictions, and all other encumbrances affecting the Village Parcels. 2.3 The Village shall pay for and cause a licensed land surveyor to prepare a boundary survey of the Village Parcels and deliver such survey to Northwest at or prior to conveyance. -2- ARTICLE 3 CONSTUCTION AND OCCUPANCY OF NORTHWEST FACILITY AT RAND ROAD SITE 3.1 Northwest shall cause its replacement facility to be constructed on the Rand Road Site, at Northwest's sole cost and expense, and shall use commercially reasonable efforts to cause it to be completed and occupied on or before June 1, 2000. 3.2 The Village shall cooperate with Northwest in securing and granting all necessary permits, licenses and governmental authorizations in connection with the purposes contemplated by this Agreement. The Village's obligations under this Section 3.2 shall not affect the Village's right to act in regulatory matters in accordance with applicable laws or Village ordinances. Notwithstanding any other provisions of this Agreement, the required zoning, permitting, licensing and other regulatory approvals by the Village shall be subject to the established procedures and requirements of the Village with respect to similar projects but in no event shall the Village by virtue of any agreements in this Agreement be obligated to take any actions concerning regulatory approvals except through its established approval processes. The Village agrees to waive any fees associated with applications to the Village Zoning Board and Plan Commission review process. The Village agrees to expedite the review and approval process for the Rand Road Site. 3.3 The Village will support a request for rezoning the Rand Road Site to B-3 Community Shopping District and a Conditional Use for a drive through pick-up window for an electrical supply facility. In addition, the Village will consider requests for variations from the Zoning Code that are consistent with other similar requests that have been reviewed and approved by the Village previously. The Village Staff have reviewed the Site Plan, attached hereto as Exhibit D, and agrees to support Northwest's petitions for rezoning and plan approval based on the Site Plan, including the variances required by said Site Plan. The MPNESCI facility is considered a permitted use in the B-3 zoning district as a Lamp, Lighting Fixture and electrical supply retail facility. It is understood that a contractor's showroom and limited, fully screened outdoor storage will be permitted as uses incidental to the facility. The Village will further support a request for an electronic message center as permitted by Section 7.330 of the Sign Code. Notwithstanding the foregoing, nothing herein shall prohibit the Village from amending its zoning ordinances with respect to zoning codes, uses or regulations. -3- ARTICLE 4 CONDITION PRECEDENT The obligations and covenants of the Village and Northwest in this Agreement shall be subject to the initiation of an eminent domain action by the Village and entry of an Agreed Final Judgment Order therein in substantial form to Exhibit E attached hereto and made a part hereof. IN WITNESS WHEREOF, the parties have, by their duly authorized i'epresentatives, executed this Agreement as the date set forth above. VILLAGE: VILLAGE OF MOUNT PROSPECT, a municipal corporation ATTEST: Its: NORTHWEST: NORTHWEST PROPERS, L.L.C., an By: word[md[agreemenXno~hwes-agr3-fnl ofdraff~5 03/11/99 mdf EXHIBIT A SALES TAX SHARING AGREEMENT THIS SALES TAX SHARING AGREEMENT (the "Agreement") is made and entered into as of this 2nd day of March, 1999 by and between the VILLAGE OF MOUNT PROSPECT, Cook County, Illinois, an Illinois municipal corporation duly organized and existing under the laws of the State of Illinois (the "Village"), NORTHWEST PROPERTY, L,L.C., an Illinois limited liability company ("Northwest") and MOUNT PROSPECT'S NORTHWEST ELECTRICAL SUPPLY CO., INC., an Illinois corporation ("MPNESCI"). RECITALS: WHEREAS, Northwest currently owns property and business facilities on which the electrical supply distributorship known as Mount Prespect's Northwest Electrical Supply Company, Inc. ("MPNESCI") operates at 30 South Main Street, in the Village ("Main Street Location"); and WHEREAS, Northwest intends to sell, and MPNESCI intends to close the Main Street Location as a result of a complaint to condemn filed by the Village of Mount Prospect against Northwest Property, L.L.C. and MPNESCI on the Main Street Location; and WHEREAS, Northwest is in the process of acquiring certain real estate located within the corporate limits of the Village, which real estate is commonly known as 512 and 600 East Rand Road and is legally described in Exhibit A, attached hereto and made a part hereof, and which real estate may be hereinafter referred to as the "Rand Road Property"); and WHEREAS, Northwest intends to construct a facility on the Rand Road Property, and MPNESCI intends to operate their electrical supply business at the Rand Road site; and WHEREAS, the Village has determined that it is necessary to the economic and social welfare of the Village that the Village promote the economic vitality of the community by assuring opportunities for development and sound and stable commercial growth within the corporate limits of the Village; and WHEREAS, the Village, in adopting this Agreement, is exercising its home rule authority as provided in Article VII of the Illinois Constitution; and WHEREAS, the Village desires to have Northwest acquire and construct the business facility on the Rand Road Property, and MPNESCI to relocate its business operations to that facility, as such will help to improve the social and economic welfare of the Village, and that the proposed development contemplated in this Agreement will enhance the tax base of the Village to the benefit of the Village and other governmental entities, and that the powers exercised hereunder are found to be in furtherance of a public use and essential to the public interest; and WHEREAS, construction and operation of the new facility would not be economically feasible for Northwest without the Village's economic assistance; and WHEREAS, in order to make it economically feasible for Northwest to acquire the Rand Road Property, construct the facility and improvements, and relocate the business operations of MPNESCI, the Village has agreed to pay Northwest for a portion of the on-site and off-site development costs of the business through the use of a rebate of a portion of the Sales Tax Revenue generated by MPNESCI within the corporate limits of the Village; and WHEREAS, the Mayor and the Board of Trustees have determined that entering into this Agreement is in the best interests of the Village. NOW, THEREFORE, in consideration of the foregoing and the covenants hereinafter set forth, it is mutually agreed as follows: 1. Recitals. That the recitals set forth hereinabove are incorporated herein by reference, as if fully set forth. 2. Conditions Precedent to Northwest's Receipt of Payment. a. Northwest agrees to maintain and lease the Rand Road Property (and/or elsewhere in the Village) for the use of MPNESCI during the term of this Agreement. b. MPNESCI agrees to operate its electrical supply business at the Rand Road Property (and/or elsewhere in the Village) during the term of this Agreement. c. During the term of this Agreement, one or more of the following individuals and/or their spouses and/or children shall maintain a fifty-one percent (51%) interest in MPNESCI and any one or more of such person(s) shall be actively engaged in direct management of the Business on the Rand Road Property (and/or elsewhere in the Village) on a full-time basis: -2- (i) Thomas Reindl; (ii) Dennis Reindl; (iii) Anita Drake; (iv) Donna Mill. 3. Sales Tax Rebate Provisions. In consideration of the foregoing, Northwest agrees to construct, and MPNESCI agrees to operate the business on the Rand Road Property, and/or elsewhere in the Village, the Village agrees to remit certain monies to Northwest as follows: a. Quarterly Payments. For the three (3) month pedod ending three (3) months after the last day of the month after the date the Rand Road Property is open for business, and each succeeding three (3) month period thereafter (each a "Quarterly Period"), the Village shall allocate seventy-five percent (75%) of the Village's share of the Retailer's Occupation Tax, Retailer's Service Occupation Tax, the Retailer's Use Tax, the Retailer's Service Use Tax or any other "sales tax" or successor tax that may be enacted by the State of Illinois or any governmental agency or body created under the laws of the State of Illinois and located within the State of Illinois, as well as the Village's "home rule" portion of any and all such sales taxes (hereafter collectively "Sales Tax Revenue"), that is collected by MPNESCI and is derived as a result of business transactions occurring on the Rand Road Property (and/or elsewhere in the Village) and which is received by the Village. It is expressly understood that all "home rule" sales tax are a part of this Agreement. Currently, the Sales Tax Revenue is equal to one and one-half percent (1.5%). b. Duration. The obligation of the Village to share with Northwest its collected Sales Tax Revenue shall continue until the first to occur of any of the following events: (i) Northwest or MPNESCI violates the provisions of Paragraph 2 of this Agreement; or (ii) the Village has paid Northwest for Northwest's share of the collected Sales Tax Revenue for sixty (60) Quarterly Periods. c. Timing. Provided the Village has received its quarterly payment of sales tax revenue from the State of illinois, payments shall be made by the Village to Northwest within seventy-five (75) days after each -3- Quarterly Period. Any payment not made when due shall accrue interest at the rate of nine percent (9%) per annum. 4. Home Rule Sales Tax. In the event the statutory authority of the Village to levy a local or "home rule" sales tax is rescinded or found invalid, Northwest shall be entitled to receive any replacement or similar tax revenue source statutorily available to and authorized by the Village equal to the amount that Northwest would have received had the local or "home rule" sales tax not been rescinded or found invalid. Nothing contained herein shall restrict or prohibit the Village from rescinding or reducing all or any part of its local or "home rule" sales tax. 5. Sales Tax Reports. Within forty-five (45) days after each Quarterly Period, MPNESCI shall provide the Village with a statement signed by one of its officers as to the dollar amount of Sales Tax Revenue paid to the State of Illinois for the benefit of the Village during the prior Quarterly Period as well as copies of any and all sales tax returns, sales tax reports, amendments, proof of payment or any other Sales Tax information filed with the State of Illinois or other appropriate governmental entity for purposes of identifying Sales Tax Revenue collected pursuant to this Agreement for calendar years 1999 through the life of this Agreement. Additionally, MPNESCI hereby authorizes the Village to obtain such Sales Tax information directly from the Illinois Department of Revenue or the State of Illinois. The Village shall maintain the confidentiality of the information contained in such reports, but shall be permitted to disclose such information a~d documents to employees and consultants as the Village, in its sole discretion, deems appropriate in order to monitor compliance and audit this Agreement. MPNESCI also agrees, upon the request of the Village, to furnish such consents or waivers as may be required by the Illinois Department of Revenue to allow the Illinois Department of Revenue to furnish to the Village sales tax information concerning the Business. 6. Limitations of Liability. No recourse under or upon any obligation, covenant or agreement of this Agreement, or for any claim based thereon or otherwise in respect thereof, shall be had against the Village, its officers, agents and employees in any amount or in excess of any specific sum agreed by the Village to be paid to Northwest or MPNESCI hereunder, subject to the terms and conditions herein, and no liability, right or claim, at law or in equity, shall attach to or shall be incurred by the Village, its officers, agents and employees in excess of such amounts, and all and any such rights or claims of Northwest or MPNESCI against the Village, its officers, agents and employees are hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement by the Village. No recourse under or upon any obligations, covenant or agreement of this Agreement, or for any claim based thereon or otherwise in respect thereof, shall be had against Northwest or MPNESCI, their officers, agents and employees, in excess of their Obligations to the Village hereunder, subject to the terms and conditions herein, and no liability, right or claim, at law or in equity, shall attach to or shall be incurred by Northwest or MPNESCI, their officers, agents and employees in excess of their obligations hereunder. -4- 7. Mutual Assistance. The Village, Northwest and MPNESCI agree to do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms hereof. 8. Provisions Concernin.q Limitation on Debt. The receipt, or anticipated receipts, of Sales Tax Revenue, either directly or indirectly, from MPNESCI, as provided earlier in this Agreement, shall be a condition precedent to any obligation of the Village to pay monies to Northwest and, as such, no debt from the Village to Northwest shall exist unless the Village has first received, or expects to receive, for any such Quarterly Period, either directly or indirectly, Sales Tax Revenue for that Quarterly Period. 9. Governin.q Law, Waiver and Notices. This Agreement shall be governed by the laws of the County of Cook, the State of Illinois, and the sole and exclusive venue for any disputes arising out of this Agreement shall be any state or federal court located within the State of Illinois. A waiver of any part of this Agreement shall be limited to that specific event and shall not be a waiver of the entire Agreement. Any notices required in this Agreement shall be effective when in writing and three (3) days after mailing by certified mail, return receipt requested, or by delivering same in person or to an officer of such party or by prepaid telegram or private overnight courier, when appropriate, addressed to the party to be notified as follows: If to the Village: Michael Janonis Village Manager Village of Mount Prospect 100 S. Emerson Street Mount Prospect, Illinois 60056 If to Northwest: Thomas Reindl Northwest Property, L.L.C. 600 E. Rand Road Mount Prospect, Illinois 60056 If to MPNESCI: Thomas Reindl Mount Prospect's Northwest Electrical Supply Co., Inc. 600 E. Rand Road Mount Prospect, Illinois 60056 or to such other addresses as a party may designate for itself by notice given from time to time to the other parties in the manner provided herein. 10. Time is of the Essence. Time is of the essence of this Agreement. The parties shall make very reasonable effort to expedite the subject matters hereof, and they hereby acknowledge that the successful performance of this Agreement requires their continued cooperation. -5- 11. Breach. Upon a breach of this Agreement, either of the parties, by any action or proceeding, at law or in equity, may secure the specific performance of the covenants and agreements herein contained, or may be awarded damages, plus attorneys' fees, costs and expenses for failure of performance, or both. 12. Other Mutual Covenants. The parties agree to the following other mutual covenants: a. Entire Agreement. This instrument contains the entire agreement between the parties with respect to the transaction contemplated in this Agreement. b. Severability. If any provisions of this Agreement is held invalid by a court of competent jurisdiction, after exhaustion of all appeals or periods of such, or in the event such a court shall determine that the Village does not have the power to perform any such provision, after exhaustion of all appeals or periods for such, such provision shall be deemed to be excised herefrom, and the invalidity thereof shall not affect any of the other provisions contained herein, and such judgment or decree shall relieve the Village from performance under such invalid provision of this Agreement; provided, however, if the judgment or decree relieves the Village of any of its monetary obligations under Section 3 of this Agreement, then this Agreement shall terminate. c. Amendment. This Agreement may be amended, altered or revoked at any time, in whole or in part, by filing with this Agreement a written instrument setting forth such changes signed by all of the parties to this Agreement. d. Binding On. This Agreement shall be binding on the parties, and their respective successors, assigns, heirs and legal representatives. e. Section and Other Headings. Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. f. Authorization to Execute: The officers of Northwest and MPNESCl who have executed this Agreement warrant that they respectively have been lawfully authorized by Northwest and MPNESCI to execute this Agreement on their behalf. The Mayor and Clerk of the Village hereby warrant that they have been lawfully authorized by the Village to execute this Agreement, Northwest and MPNESCI and the Village shall deliver, upon request, to each other at the respective time such entities cause their authorized agents to affix their signatures hereto, copies of all articles of incorporation, by-laws, resolutions, ordinances or other -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. VILLAGE: VILLAGE OF MOUNT PROSPECT, Cook County, Illinois, an Illinois municipal corporation duly organized and existing under the laws of the State of Illinois By: Name: Its: Mayor ATTEST: By: Name: Its: Village Clerk NORTHWEST: NORTHWEST PROPERTY, L.L.C., an Illinois limited liability company By: Name: Its: ATTEST: By: Name: Its: [ADDITIONAL SIGNATURES ON FOLLOWING PAGE] -7- MPNESCI: MOUNT PROSPECT'S NORTHWEST ELECTRICAL SUPPLY CO., INC., an Illinois corporation By: Name: Its: ATTEST: By: Name: Its: word~mdhagreemen\northwes~sts-fnl 03/11/99 mdf -8- EXHIBIT B Legal Description of the Vi!la,qe Parcels OUTLOTS 11 AND 12 IN THE KENSINGTON CENTER PHASE ONE, BEING A SUBDIVISION IN THE EAST ~ OF SECTION 34 AND THE WEST % OF SECTION 35, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. EXHIBIT C Permitted Exceptions for the Village Parcels To be agreed upon between the parties within ten (10) days after receipt Of the title commitment referenced in Section 2.2 of the Agreement '~''. ~ ,~lar-IS-g9 O5:O[}pm From/7~N Fi~SEL & Bi~E~iE'CLT~ ~245~. T-G4~~ 04 F-587 ~HT~IT D TO "AERE1~" - Page 1 ~i~ 9~ Plan pot~ ~d ~Fr~ 15 ~ 20 ~Y~ 2. OhO ~ ~; on ~d ~ ~ ~ o~ Bus{~ C~r Drive. 3. ~n sp~ r~ 8G-15-99 17:88 RECEIVED FROM:G12~324514 P.8~