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HomeMy WebLinkAboutRes 16-99 04/06/1999 AD 3-10-99 RESOLUTION NO. 16-99 A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND NORWOOD CONTRUCTION, INC. FOR THE DOWNTOWN REDEVELOPMENT OF PHASE lA, LOCATED ON THE SOUTHWEST CORNER OF CENTRAL ROAD AND ROUTE 83 WHEREAS, The Village of Mount Prospect has established a Tax Increment Financing District for the purpose of redeveloping the downtown district; and WHEREAS, in order to prepare the best plan for the redevelopment area, the Village of Mount Prospect has determined that it would be in the best interest of the Village to enter into an Agreement with Norwood Construction, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the Mayor and Board of Trustees do hereby authorize execution of an Agreement between the Village of Mount Prospect and Norwood Construction, Inc. for the purpose of developing a plan for the Downtown Redevelopment District Target Area F of the Village of Mount Prospect, a copy of which Agreement is attached hereto and hereby made a part of hereof as Exhibit "A'. SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Clowes, Corcoran, Hoefert, Lohrstorfer, Nocchi, Wilks NAYS: None ABSENT: None PASSED and APPROVED this. 6th day of April ,1999. Village President / ATTEST: Velm/a W. Lowe Village Clerk AGREEMENT FOR THE SALE AND REDEVELOPMENT O,FvIFAND THIS AGREEMENT (this "Agreement") is made on or as of the ~ day of April, 1999, by and between the VILLAGE OF MOUNT PROSPECT, an Illinois Municipal Corporation ("Village"), having its principal office at Village Hail, 100 S. Emerson Street, Mount Prospect, Illinois 600515, and NORWOOD CONSTRUCTION, INC., an Illinois corporation, or its nominee ("Purchaser"), having its principal office at 7458 N. Harlem Avenue, Chicago, Illinois 60631. RECITALS: WHEREAS, Purchaser desires to purchase from the Village, and the Village has agreed to sell to the Purchaser, the real property currently owned or to be owned by the Village and which is legally described in Exhibit A attached hereto and made a part hereof ("Property"); WHEREAS, the Purchaser intends to acquire and construct on the Property over a period not to exceed 4-I/2 years in three (3) phases (Phase One, Phase Two, and Phase Three) three (3) residential buildings housing a total of approximately two hundred five (205) condominium dwelling units, and in conjunction therewith, to provide no less than 1.4 parking spaces per unit on the Property; WHEREAS, the Property is located in the Village's Tax Increment Finance (TIF) District; WHEREAS, the Improvements and development contemplated herein will facilitate the goals and objectives of the Village's TIF District and provide for increased economic activity within the Village; and WHEREAS, Purchaser is unwilling to undertake the Project without certain TIF incentives from the Village, which the Village is willing to provide, and the Village has determined that it is desirable and in the Village's best interest to assist the Purchaser in the manner set forth herein. NOW, TI-I~REFORE, in consideration of the promises and the mutual obligations of the parties hereto ("Parties"), the Parties hereby covenant and agree as follows: Section One: Incorporation of Recitals The recitals set forth above constitute an integral part of this Agreement and are incorporated herein by this reference with the same force and effect as if set forth herein as agreements of the Parties. Section Two: Definitions For purposes of this Agreement, the following terms shall have the meanings indicated: A. "Improvements" shall mean collectively all of the improvements, structures, buildings or facilities made on Phase One, Phase Two, and/or Phase Three, including three (3) residential buildings housing a total of approximately two hundred five (205) condominium dwelling units, and in conjunction therewith, no less than 1.4 parking spaces per unit on the Property. None of the Improvements shall exceed 80 feet in height. B. "Phase" shall mean each or any of Phase One, Phase Two, and/or Phase Three of the Project, including each Phase's underlying real estate and the respective Improvements to be constructed thereon. C. "Project" shall mean the Improvements described in Section 2(A) above. D. "Title Company" shall mean Intercounty National Title Insurance Company whose principal office is located at 120 W. Madison Street, Chicago, Illinois 60602. Section Three: Earnest Money Deposit, Zoning Contingency, Permits and Other Governmental Approvals A. Earnest Money For each Phase, Purchaser shall deposit earnest money in the amount of Fifty Thousand and 00/100 Dollars ($50,000.00), for a total earnest money deposit of One Hundred Fiity Thousand and 00/I00 Dollars ($150,000.00). Such deposit shall be made within ten days from the date this Agreement is executed. One-Third ($50,000) of the Earnest Money shail be credited against the Purchase Price at the time of closing for Phase I. The Earnest Money for Phases Two and Three will not be applied to the Purchase Price at the Closing of each of said Phases, but the Village may retain the unapplied ($100,000) Earnest Money until such time as it issues the temporary certificate of occupancy for the third building, at which time, the Village shall return the Earnest Money, plus interest thereon, to Purchaser. The retention of said $100,000 Earnest Money for Phases Two and Three shall be the Village's sole and exclusive remedy for the Purchaser's failure to complete the buildings within 4-1/2 years from the construction of Phase One or for Purchaser's failure to close Phases Two and Three pursuant to the closing schedule in Section 6(B) hereof. The Earnest Money shall be held by the Title Company in an interest-bearing account in an investment vehicle acceptable to Purchaser. B. Zoning Contingency. This Agreement shall be contingent upon Purchaser obtaining, on or before June l, 1999, or such later date as shall be mutually agreed to by the Parties, the approval by the Village of a Planned Unit Development and/or Conditional Use Permit, plat of subdivision or resubdivision, if necessary ("Zoning Contingency"), which will allow the construction of the Project in substantial compliance with the preliminary Site Plan and Elevations ("Purchaser's Intended Use") that was submitted by Purchaser dated February 16, 1999 attached hereto and made a part hereof as Exhibit B ("Site Plan and Elevations") for the development of Downtown Redevelopment District Target Area F. C. Permits and Other Governmental Approvals. This Agreement shall also be contingent upon Purchaser obtaining, on or before June 1, 1999, or such later date as shall be mutually agreed to by the Parties, all other governmental approvals from the Village, County, and State ("Governmental Approvais) which will allow and be necessary for Purchaser's Intended Use, including a building permit for the first building. Specifically, the Governmental Approvals and Zoning Contingency shall permit the construction of approximately two hundred five (205) condominium dwelling units housed in three (3) buildings and no less than 1.4 parking spaces per unit on the Property. The construction of each Phase shall commence within ninety (90) days of closing of that Phase. The entire Project will be completed not later than 4-1/2 years after issuance of building permit for Phase One. Nothing in this Agreement shall supersede the provisions of any Planned Unit Development and/or Conditional Use Permit adopted by the Village Board of Trustees relating to the Property. Purchaser shall comply with the conditions of the Village's Development and Building Codes, including the payment of all fees and deposits. Pumhaser shall pay Village's "donation fee" as required under 16.610 of the Village Code upon the issuance of a temporary certificate of occupancy for each building. 2 Section Four: Sale and Purchase Price Subject to all of the terms, covenants and conditions of this Agreement, the Village agrees to sell, and Purchaser agrees to purchase, the Property from the Village in three (3) Phases as depicted in Exhibit C ("Phasing Plan"), for the total amount of Three Million Five Hundred Eighty-Seven Thousand Five Hundred and 00/100 Dollars ($3,587,500.00), or a prorated portion thereof if the total number of units is more or less than 205, to be allocated among the Phases as follows based on a per unit price of Seventeen Thousand Five Hundred and 00/100 Dollars ($17,500.00): Phase Purchase Price Phase One $1,225,000.00 Phase Two $1,137,500.00 Phase Three $1,225,000.00 Section Five: Conditions Precedent to Obligations of Purchaser Purchaser's obligations to perform under this Agreement, or to otherwise proceed with the development of the Project, are expressly subject to and contingent upon the satisfaction of the following conditions ("Conditions Precedent") not later than June l, 1999: A. The Village shall have acquired all property leoated in Phase One (and shall diligently pursue and use its best efforts to acquire title to Phases Two and Three as soon as possible); and B. The Zoning Approval and Governmental Approvals shall have been obtained subject to the following paragraph; it being understood that a building permit will be required for each building. The Village will assist and cooperate with the Purchaser and use its best efforts to review the permit- ready plans submitted by the Purchaser as expeditiously as possible to accommodate Purchaser's anticipated commencement date for construction of the Phase One Improvements of June 15, 1999. Purchaser acknowledges that commencement of construction of the Phase One Improvements may be delayed if it does not timely submit permit-ready plans to the Village. If the Conditions Precedent are not satisfied by June 1, 1999 for Phase One or such later date as set forth above or as mutually agreed upon by the Parties, this Agreement shall be null and void and all earnest money and interest accrued thereon shall be immediately returned to Purchaser. If the Village fails to acquire rifle to Phases Two and Three and to convey those Phases to Purchaser as a "greenfield site" by June l, 2000, then Purchaser shall have the right to either: (i) terminate this Agreement, in which case, all unapplied Earnest Money, plus interest thereon, shall be returned to the Purchaser, in addition to the lump sum payment of $100,000 by the Village to Purchaser, or (ii) proceed with the acquisition of Phases Two and/or Three with a reduction of the Purchase Price for each of those Phases equal to $I0,000 per month for each month that the closing of each of those Phases is delayed beyond the date Purchaser is ready to begin construction on each of those Phases. Section Six: Conveyance of Property With respect to each Phase: 3 A. Form of Deed The Village shall convey to the Purchaser title by Warranty Deed ("Deed"). The conveyance and title shall, in addition to the provisions of this Agreement, be subject to the Permitted Exceptions. B. Closing The "New York Style" closing ("Closing") shall take place at the Title Company through a deed and money escrow. The acquisition of each Phase shall be closed in accordance with the following schedule: Phase Closing Date Phase One Within 15 business days after Zoning Contingency and all Governmental Approvals are satisfied and obtained. Phase Two 12 to 24 months after the Phase One Closing. Phase Three 12 to 18 months at:ter the Phase Two Closing. Purchaser shall have the option of closing Phases Two and Three at the same time not later than 12 to 24 months after the Phase One Closing. If the Purchaser fails to close Phase Two or Phase Three within the timeframes set forth above for a reason other than the non-satisfaction of the Conditions Precedent in Section Five above or a Permitted Delay (as defined in Section 19(B) hereof), then Purchaser shall waive all rights to acquire Phase Two or Phase Three, and the Village shall have the right to re-market said Phases to other parties. C. Real Estate Taxes The Village shall be responsible for the real estate taxes up to and including the date of Closing. Purchaser shall be responsible for taxes accrued after Closing. D. Recordation of Deed The Purchaser shall, within thirty (30) days of the Closing, file the Deed for recordation with the Cook County Recorder's Office. The Purchaser shall pay all costs for so recording the Deed. E. Escrow The costs of the deed and money escrow and the "New York Style" closing shall be shared equally by the Parties. Section Seven: Proof of Financing Not later than March 16, 1999, Purchaser shall submit to the Village a proposal or letter for financing ("Loan Letter") adequate to finance the purchase of the Property and the construction of the Project. If the Purchaser fails to provide the Village with a Loan Letter by March 16, 1999, the Village may, at its option, declare this Agreement null and void and return the earnest money and interest accrued thereon to the Purchaser. If the Village should declare this Agreement null and void as provided in this Section, the Site Plan and Elevations referred to in Section 6 hereof shall become the property of the Village and may be used by the Village for any purpose. Section Eight: Site Plan and Elevations The Purchaser agrees to construct the Improvements in substantial compliance with the Site Plan and Elevations. No material deviations from the Site Plan and Elevations shall be made without the prior written approval of the Village. 4 The Village shall be solely responsible for, and shall pay for, all costs in regard to: termination of all public utilities, replacement of curbs, curb cuts, installation of streetscape, sidewalks, parkways and other infrastructure improvements in the public right-of-way, as necessary, to deliver the Property to Purchaser as a "greenfield site" that is ready for permit and construction (collectively, herein called the "Remediation Work"). Alternatively, the Village may elect to permit the Purchaser to perform the Remediation Work, at the Village's expense, which reimbursement or payment may be made in the form of a credit to Purchaser at Closing of Phase One or future Phase, as the case may be, or as Purchaser presents bills and invoices to the Village from time to time as the Remediation Work is undertaken and completed. If the Village elects to have Purchaser do the Remediation Work, Purchaser shall submit to the Village three (3) bids for any such Work. The Village shall provide sufficient sanitary, water, and storm sewers in the Wille Street right-of-way to provide service to the Improvements. The Purchaser shall be responsible for all costs associated with connecting the Improvements to the public sewers. Section Nine: Limited Applicability Any approvals of the Site Plan and Elevations made by the Village are for the purposes of this Agreement only, and do not affect or constitute approvals required for building permits or approvals required pursuant to any other ordinance of the Village, nor does any approval by the Village pursuant to this Agreement constitute approval of the quality, structural soundness or the safety of any improvements located on the Property. The Village, however, agrees to assist the Purchaser in expeditiously obtaining all necessary governmental approvals to permit the construction of the Project. Section Ten: Survey With respect to each Phase, not later than forty-five (45) days prior to Closing, the Village shall provide, at its expense, to Purchaser, a current survey of the Property containing such information and in sufficient detail to obtain extended title insurance coverage over survey exceptions, prepared by a licensed Illinois Land Surveyor in accordance with the survey standards of the American Land Title Association (ALTA) and the American Congress of Surveying and Mapping. Section Eleven: Evidence of Tire With respect to each Phase: A. Not later than forty-five (45) days prior to Closing, the Village shall provide, at its expense, to Purchaser a commitment ("Commitment") from the Title Company to issue an ALTA Form B Owner's Policy of Title in a nominal amount, showing title in the Village and being subject only to (a) real estate taxes not yet due and payable, (b) covenants, conditions, and restrictions of record which do not interfere with Purchaser's intended use, and (e) such other exceptions approved by Purchaser (collectively, "Permitted Exceptions"). B. The Village shall deliver or cause to be delivered to Purchaser at Closing, prior to disbursement by the Title Company of the Purchase Price deposited with it by Purchaser, an ALTA Form B Owner's Title insurance Policy in the full amount of the Purchase Price issued by the Title Company pursuant to the Commitment in Section 1 I(A) hereof, containing no exceptions other than the Permitted Exceptions and insuring fee simple title in the Purchaser, which policy shall include extended coverage over all so-called general (or standard) exceptions customarily contained therein (including, without limitation, the exceptions pertaining to survey matters and mechanics' lien claims). C. The Pumhaser shall pay for all endorsements it requires other than an extended coverage endorsement. Section Twelve: Unpermitted Exceptions If the Commitment or the Survey discloses exceptions to title other than the Permitted Exceptions (hereinafter referred to as "Unpermitted Exceptions"), and either (i) the cost to remove such Unpermitted Exceptions is less than or equal to Twenty-Five Thousand Dollars ($25,000), or (ii) such Unpermitted Exceptions are an encumbrance securing a sum of money caused by a deliberate, intentional act of the Village, the Village shall have thirty (30) days from the date of delivery of the Title Commitment or Survey to remove such Unpermitted Exceptions. If the Village is not obligated to, or fails to, remove any such Unpermitted Exceptions, Purchaser may elect, within five (5) days after the date on which such Unpermitted Exceptions were required to be removed by the Village, to either (i) terminate this Agreement (in which event, all Earnest Money and interest accrued thereon shall be immediately returned to Purchaser), or (ii) accept title subject to such Unpermitted Exceptions. Section Thirteen: Demolition of Existing Buildings Prior to June 1, 1999 for the Phase One Closing and prior to the closings of Phase Two and Three, the Village shall, at its expense, be solely responsible for the demolition and removal, if necessary, of any existing structures or improvements on each Phase, including trees, surface concrete and asphalt, and shall comply with any existing Village ordinances, State and Federal laws regarding the disposition of any demolition and/or construction debris. The Village shall be responsible for the removal of existing pipes, utility equipment or building foundations and the termination of existing water or other services to the property. The Village shall demolish all existing structures on the Property prior to Closing. In addition, the Village will be responsible and pay to Purchaser the cost of removing any such structures, debris, footings and foundations that are discovered during the development of the Project or any portion thereof. All of the work described in this Section Thirteen is herein called the "Demolition Work." Alternatively, the Village may elect to permit the Purchaser to perform the Demolition Work, at the Village's expense, which reimbursement or payment may be made in the form of a credit to Purchaser at Closing of Phase One or a future Phase, as the case may be, or as Purchaser presents bills and invoices to the Village from time to time as the Demolition Work is undertaken and completed. If the Village elects to have Purchaser do the Demolition Work, Purchaser shall submit to the Village three (3) bids for any such Work. For each Phase, it shall be the responsibility of the Purchaser to relocate existing electrical utility structures below grade in such a manner as to service the Improvements and any adjacent property currently serviced by said structures. Section Fourteen: Access to Premises Purchaser, its representatives, agents, employees, lenders, contractors, appraisers, architects and engineers may, during reasonable business hours and on reasonable notice to the Village, have access to and the right to enter upon the Property for the purpose of making on-site inspections, performing soil tests and other subsurface inspections, measurements and tests. Purchaser shall indemnify and hold the Village harmless from and against any and all claims relating to this Section 14. 6 Section Fifteen: Signage and Temporary Sales Structures The Village agrees to grant a temporary license to Purchaser to construct a package of advertising signs on the Property or any portion thereof or to be installed or displayed off-site as set forth on Exhibit D attached hereto. The temporary license shall expire at such time as one hundred percent (100%) of the residential units are occupied. The Village further agrees to grant the Purchaser a temporary license to locate its advertising signage for the Project on the Village-owned property located on Northwest Highway between Emerson Street and Route 83, said license to expire at such time as said property is sold and conveyed by the Village. Section Sixteen: Limitation Upon Encumbrance of Property Prior to the completion of the Project, neither Purchaser nor any successor in interest to the Purchaser shall engage in any financing or other transaction which creates an encumbrance or lien upon the Property, except for the purposes of obtaining only: (a) funds necessary to acquire the Property; (b) funds necessary to construct the Project; or (c) funds necessary to pay architects, surveyors, consultants or legal or title fees in connection with the Project. Section Seventeen: Covenants Running with the Land The parties agree, and each Deed shall so expressly provide, that the covenants provided in Section 16 and 18 shall be covenants running with the land binding the Purchaser and its successors and assigns, to the fullest extent permitted by law and equity, for the benefit and in favor of the community and the Village, and shall be enforceable by the Village, any successor in interest to the Property, or any pa~ thereof. Section Eighteen: Restrictions on Use The Purchaser agrees for itself, its successors and assigns, and every successor in interest to the Property or any part thereof, and each Deed shall contain covenants on the part of the Purchaser for itself, and its successors and assigns, that the Purchaser shall not discriminate based upon race, color, religion, sex, national origin or ancestry, military status, sexual orientation, source of income, age or handicap, in the sale, lease, rental, use or occupancy of the Property or any improvements located or to be erected thereon. Section Nineteen: Performance and Breach A. Time is of the Essence. Time is of the essence in the Parties' performance of their obligations under this Agreement. B. Permitted Delays Neither the Village, the Purchaser, nor any successor in interest to the Purchaser, shall be considered in breach of its obligations with respect to the commencement and completion of construction of the Improvements in the event of delay in the performance of such obligations due to unforeseeable causes beyond such party's control and without such party's fault or negligence, including, but not limited to, a downturn in economic conditions as evidenced by an increase in the prime rate as disclosed in the Wall Street Journal of greater than 3% within any one-year period, any delays or stoppages in construction of the Improvements which are compelled by court order, acts of God, acts of the public enemy, acts of the United States government, governmental requirements related to the remediation and the disposal of hazardous and/or toxic materials, acts of the other party, fires, floods, strikes, embargoes and unusually severe weather delays. The time for the performance or the obligations shall be extended only for 7 the period of the delay if the party seeking the extension shall request it in writing of the other party within twenty (20) days after the beginning of such delay. C. Breach 1. Generally Except as otherwise provided in this Agreement, in the event of default by any party or its successor in interest in the performance of its obligations under this Agreement, such party, upon written notice from the other party, shall cure or remedy such default not later than thirty (30) days after receipt of such notice. In the event such action is not diligently pursued or the default not cured within thirty (30) days after receipt of such notice, the aggrieved party may institute such proceedings at law or in equity and may declare the other party to be in default as may be necessary or desirable in its sole discretion to cure and remedy such default, including but not limited to, proceedings to compel specific performance by the party in default of its obligations. 2. Event of Default For purposes of this Agreement, the failure of the Purchaser to construct the improvements in substantial compliance with the Site Plan and Elevations shall constitute an "event of defanlt." 3. Purchaser Liability Notwithstanding any other provision in this Agreement to the contrary, in the event of a default by Purchaser in any of the terms of this Agreement, the Village shall retain all earnest money deposited by Purchaser, in addition to instituting specific enforcement against Purchaser, as its sole remedies. 4. Village Liability Notwithstanding any other provision in this Agreement to the contrary, in the event of a default by the Village in any of the terms of this Agreement, Purchaser's sole remedies against the Village are the reimbursement of any and all out-of-pocket and actual costs paid or incurred by Purchaser in connection with the Project and to institute specific performance against the Village. Section Twenty: Conflict of Interest; Village's Representatives Not Individually Liable The Purchaser agrees that no agent, official, or employee of the Village shall have any personal interest, direct or indirect, in this Agreement, nor shall any such agent, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No agent, official or employee of the Village shall be personally liable to the Purchaser or any successor in interest in the event of any default or breach by the Village or for any amount which may become due to the Purchaser or its successor or on any obligation under the terms of this Agreement. Section Twenty-One: Environmental and Soil Conditions Not later than thirty (30) days after the execution of this Agreement by the Parties, the Village will provide to Purchaser a current Phase I Environmental Assessment of the Property ("Phase I Report") prepared by an environmental engineer or consultant reasonably satisfactory to Purchaser. If the Phase I Report discloses the presence of one or more underground storage tanks, environmental contamination, or other soil or environmental condition unacceptable to Purchaser, in its sole and absolute discretion, then Purchaser shall have right to (a) terminate this Agreement, in which event, all earnest money and interest accrued thereon shall be immediately returned to Purchaser, or (b) give notice ("Purchaser's Notice") to the Village of Purchaser's soil and environmental objections, in which event, the Village will immediately undertake all necessary remedial and removal actions to Purchaser's satisfaction ("Environmental Remediation Work"), at the Village's expense, or permit the Purchaser to perform such Environmental Remediation Work. If the Village elects to permit Purchaser to perform the Environmental Remediation Work, the Village will pay or reimburse Purchaser for all of its costs and expenses associated therewith. Village agrees that the Environmental Remediation Work is part of the Village's obligation to deliver the Property to Purchaser as a "greenfield site" that is ready for permit and construction. Section Twenty-Two: Broker The Village and Purchaser each represent to the other that there is no broker involved in this transaction, and each party hereby agrees to indemnify, defend and hold harmless each other from any such claim. Section Twenty-Three: Provisions Not merged with Deeds The provisions of this Agreement shall not be merged with the Deeds, and the Deeds shall not be deemed to affect or impair the provisions of this Agreement. Section Twenty-Four: Headings The headings of the various sections of this Agreement have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending, or affecting in any way the express terms and provisions thereof. Section Twenty-Five: Governing Law This Agreement shall be governed in accordance with the laws of the State of Illinois. Section Twenty-Six: Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified or amended in any manner other than by supplemental written agreement executed by the parties. Section Twenty-Six: Severability If any provision of this Agreement, or any paragraph, sentence, clause, phrase or word, or the application thereof is held invalid, the remainder of this Agreement shall be construed as if such invalid part were never included and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. Section Twenty-Eight: Notices Any notice, demand or request required or permitted to be given hereunder to a party shall be in writing and hand delivered or sent by registered or certified mail, postage prepaid, return receipt requested, to the party at the following address: If to Purchaser: Norwood Construction, Inc. 7458 N. Harlem Avenue Ch!cago, IL 60631 Attention: Bruce J. Adreani, President 9 With a copy to: Linda Yi Condon, Esq. Norwood Construction, Inc. 7458 N. Harlem Avenue Chicago, IL 60631 If to the Village: Village of Mount Prospect Attn: Village Manager 100 S. Emerson Street Mount Prospect, IL 60056 With a copy to: Mayor Village of Mount Prospect 100 S. Emerson Street Mount Prospect, IL 60056 Any notice, demand or request given by hand delivery shall be deemed received upon such personal service. Any notice, demand or request sent by registered or certified mail shall be deemed given when deposited in the mail. Section Twenty-Nine: Counterparts This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. Section Thirty: Organization and Authority The Purchaser represents and warrants that it is duly organized and validly existing under the laws of the State of Illinois, with full power and authority to acquire, own and redevelop the Property, and that the person(s) signing this Agreement on behalf of the Purchaser has the authority to do so. Section Thirty-One: Amendment This Agreement, and any exhibit attached hereto, may be amended only by the mutual consent of the Parties with the adoption of an ordinance or resolution of the Village approving said amendment, as provided by law, and by the execution of said amendment by the Parties or their successors in interest. Except as otherwise expressly provided herein, this Agreement supersedes all prior agreements, negotiations and discussions relative to the subject matter hereof and is a full integration of the agreement of the Parties. Section Thirty-Two: TIF Incentive The Village shall pay to Purchaser 75% of any "surplus incremental property rexes" generated by the Property up to $500,000 ("TIF Incentive"), as soon as said funds are available, at any time until the termination of the TIF District, as it may be extended, but in no event shall any payment be made until the cumulative estimated incremental property taxes are satisfied as shown on Exhibit E attached hereto and made a part hereof which is the "baseline" analysis of the Village. As used herein, the term "surplus incremental property taxes" means the amount by which actual incremental property taxes generated by the Property exceed the projected incremental property taxes as shown on Exhibit E. 10 Section Thirty-Three: Purchaser's Insurance Prior to commencement of construction of any Improvements, Purchaser shall deliver to the Village a certificate of insurance evidencing the Purchaser's general liability coverage and amounts, naming the Village as an additional insured party thereunder. Section Thirty-Four: Real Estate Taxes After Closing, Purchaser shall pay when due and payable the general real estate taxes for the Phase(s) acquired for periods attributable after Closing. Section Thirty-Five: Assignment Purchaser may not assign this Agreement, without the prior consent of the Village, except to an entity over which the principal in Purchaser has control. Section Thirty-Six: Mutual Indemnification To the extent permitted by law, Purchaser and Village agree to indemnify, defend, and hold harmless the other party and its agents, employees, successors and assigns for any claims, suits, actions, costs, liabilities, losses, damages, and expenses (including reasonable attorney's fees) suffered or incurred by the indemnified party by virtue of injury or death of person(s) or loss of or damage to property arising out of the acts or omissions of the indemnifying party in connection with this Agreement or the Project. Section Thirty-Seven: Northwest Electric During the t~vo-year period commencing on June I, 1999, if Purchaser is in title to Phase Three, Purchaser shall grant to Northwest Electric Supply Inc. a temporary license to install a relocation sign at a location as shown on Exhibit F attached hereto and made a part hereof. In addition, Purchaser agrees, to the extent possible, to provide a vehicular ingress/egress easement for the benefit of Northwest Electric Supply Inc. and its employees, guests, and invitees to Wille Street, so long as such easement does not interfere with the construction of any Improvements. Finally, Purchaser agrees to grant Northwest Electric Supply Inc. the right of first refusal for any retail space located on the Project site. Section Thirty-Eight: Parking Lot at South End of Project The Purchaser shall construct, at its cos~, a public outdoor parking lot on the south end of the Property as detailed on Exhibit G attached hereto and made a part hereof. Purchaser shall grant an easement to the Village for the purpose of maintaining the parking lot, at the Village's cost, pursuant to an easement agreement in form and substance satisfactory to the parties. Section Thirty-Nine: Village Monument Sign The Purchaser shall grant to the Village a perpetual license or an easement to place a monument sign at the northwest coroer of the Project as shown on Exhibit G. IN WITNESS WHEREOF, the Village has caused this Agreement to be duly executed in its name and behalf by its Mayor or his proxy and its seal to be hereunto duly affixed and attested by its Village Clerk, and the Purchaser has signed the same on or as of the day and year first above written. I1 ILLAGE OF~OUNT PROSPECT?aff.~ NORWOOD CONSTRUCTION, INC., an VoIma W. Lowe, Vii! ~ Clerk 12 EXHIBIT A (Legal Description of Property) EXHIBIT B (See Attached Preliminary Site Plan and Elevations) EXHIBIT C (Phasing Plan) :::::::::2 o ~ xNx ~( Phase III '-' Phase I C'm Phase II ~i ....... 1 I ~,- ~1 ................... NORWOOD Mount Prospect Condominiums ...... ' EXHIBIT D (Signage Program) Norwood shall be allowed up to four signs on the Property to be located in the following locations: 1. SW comer of Main Street and Central Road 2. SE comer of Wille Street and Central Road 3. Along the Main Street frontage 4. Along the Wille Street frontage Alt the above signs shall be allowed to be double sided and up to a maximam 50 square feet in area. In addition, the Village shall grant a license for a temporary sign to allow Norwood to construct a sign on Village owned property located along NW Highway, between Main Street and Emerson Street. Said license shall be null and void at such time that the Village sells said property to another pan'y. The temporary sign shall not exceed 50 square feet in area. EXHIBIT E VILLAGE'S PROJECTED INCREMENTAL REVENUES PHASE 1,200 CONDOMINIUMS (Village's Baseline Analysis) Cumulative Estimated Estimated Incremental Incremental Levy Year Property Taxes Prope[t¥ Taxes 1998 $55,634 $55,634 1999 $0 $55,634 2000 $0 $55,634 2001 $100,833 $156,467 2002 $246,552 $403,019 2003 $400,924 $803,943 2004 $522,762 $1,326,705 2005 $538,445 $1,865,150 2006 $554,598 $2,419,748 2007 $568,233 $2,987,981 2008 $585,280 $3,573,261 2009 $602,838 $4,176,099 2010 $617,191 $4,793,290 2011 $635,707 $5,428,997 2012 $654,778 $6,083,775 2013 $669,906 $6,753,681 2014 $690,003 $7,443,684 2015 $710,703 $8,154,387 2016 $726,667 $8,881,054 2017 $748,467 $9,629,521 2018 $770,922 $10,400,443 2019 $787,787 $11,188,230 EXHIBIT F (Northwest Electric easement areas) NW Electric Temporary Sign I NoRwooD Mount Prospect Condominiums .................... ..vLoc,~ ..s,Q.,~... EXHIBIT G Easements Granted to Village for Parking Lot and Monument Sign) Easement for Parking, Ingress and Egress ;asement for Monument Sign | :i [;~_____~[~ '' ~, 1 ~ Mounl Prospect Condominiums "'1 ................... ..