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HomeMy WebLinkAbout6.2 A Resolution Authorizing the Execution of a RDA between VOMP and 20 West, LLC 8/28/2019 BoardDocs®Pro v „tllr' T-77 Agenda Item Details Meeting Mar 20, 2018 - SPECIAL MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - 7:00 p.m. Category 6. OLD BUSINESS Subject 6.2 A RESOLUTION AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND 20 WEST LLC FOR THE 20 WEST MIXED-USE DEVELOPMENT LOCATED AT 20 W. NORTHWEST HIGHWAY Access Public Type Action Preferred Date Mar 06, 2018 Absolute Date Mar 06, 2018 Fiscal Impact Yes Dollar Amount 2,000,000.00 Budgeted Yes Budget Source Tax Increment Financing Fund and Water and Sewer Fund Recommended Action Approve a resolution authorizing the execution of the Redevelopment Agreement Goals 11. Busse Triangle Property Development (including Municipal Parking Garage Elevator) - TP Public Content Information Attached to this memorandum is a draft redevelopment agreement (RDA) for the proposed 20 West project located in the Busse Triangle. The subject property is a vacant half-acre parcel that is located at the northeast corner of Wille Street and NW Highway that would be developed with a mixed-use development consisting of 73 luxury apartment units and approximately 5,000 of retail/restaurant space. This mixed-use, transit-oriented development received zoning approval at the March 6, 2018 Village Board Meeting. The RDA obligates the Village to provide $2 million of incentives towards the $23.5 million project. These incentives would include the following TIF-eligible expenses: 1. A waiver of up to Nine Hundred Fifteen Thousand Dollars ($915,000) for soft costs including permit fees, legal, survey, civil engineering, architecture, MEP & structural engineers, landscape architect, soils/geo/environmental, market study and TIF consultants. 2. Payment of up to Two Hundred Sixty Thousand Dollars ($260,000) by the Village for underground utilities including water, sanitary, storm, valves, hydrants, hauling, trench backfill, screening and street cuts. 3. Payment of up to Two Hundred Eighty Thousand Dollars ($280,000) by the Village for paving including grading, compacting, curb &gutter, stone, asphalt, pervious pavement, curb replacement and striping. 4. Payment of up to One Hundred Forty Five Thousand Dollars ($145,000) by the Village for streetscape including public walk, parkway landscaping, streetlights and street signs. 5. An allowance of up to One Hundred Thousand Dollars ($100,000) by the Village for ComEd relocate of the current overhead lines on the properties. https://go.boarddocs.com/il/vomp/Board.nsf/Private?open&login# 1/3 8/28/2019 BoardDocs®Pro 6. An allowance of up to Three Hundred Thousand Dollars ($300,000) by the Village for non contaminated soils removal per True North, site soils may be classified as non-contaminated and require special disposal. As part of this agreement, the developer will pay the Village $570,000 for the village-owned property that is part of this project. This price is consistent with the value of land in the downtown district ($20 - $30 per square foot) that was documented in our appraisal of the 34 W. Busse Avenue last year. The attached exhibit depicts the property that is involved in this project. The Village-owned property includes three parcels on the north side of Busse Avenue and the west end of the Busse Avenue right of way. The developer has the private parcel under contract subject to approval of the 20 West project. The developer submitted financial information for the project that included a cash flow analysis, debt service coverage ratio review, listing of sources and uses and an EAV analysis. The Village hired S.B Friedman to review the RDA and financials for the project to ensure that the requested incentives were warranted and within industry standards for similar projects. S.B. Friedman found the developer's request for assistance are necessary to make the project financially feasible. But for the TIF contribution the project will not move forward. The Village will also waive permit and inspection fees (included in the soft costs above), except for any out of pocket structural engineering plan reviews. At the time that the Village established the Prospect and Main TIF District, the TIF Joint Review Board requested that we maintain a set of metrics to measure the positive impact that the TIF has on the downtown district. The table below lists the metrics that the Village will continue to measure as we move forward with the numerous redevelopment projects in the downtown. The projected figures are estimates that are based upon industry standards for similar developments in the region. 20 West Metric Base Projected New residential units - 73 Population growth - 100 Growth in EAV $ 71,907 $ 1,300,000 Sales tax generation $ $ 30,000 Retail and commercial base 4,617 SF Number of building permits - 1 Projects benefiting impacted local governments - 1 Retail and commercial vacancy NA NA Infrastructure improvements $ $ 685,000 Metra ridership - Yes - TOD Alternatives 1. Approve the resolution authorizing the execution of the Redevelopment Agreement. 2. Action at discretion of Village Board. Staff Recommendation Staff recommends that the Village Board approve the resolution authorizing the execution of the Redevelopment Agreement for 20 West, LLC. https://go.boarddocs.com/il/vomp/Board.nsf/Private?open&login# 2/3 8/28/2019 BoardDocs®Pro 20 West ownership.pdf (1,460 KB) RDA- 20 west Ilc.pdf (12 KB) 20 west rda-7 (002).pdf (1,835 KB) Administrative Content Executive Content Motion &Voting Approve a resolution authorizing the execution of the Redevelopment Agreement Motion by Paul Hoefert, second by Colleen Saccotelli. Final Resolution: Motion Carries Yea: William Grossi, Eleni Hatzis, Paul Hoefert, Richard Rogers, Colleen Saccotelli, Michael Zadel https://go.boarddocs.com/il/vomp/Board.nsf/Private?open&login# 3/3 Yj j 4 fff j'f",,I ITF Parcel,", v 1111 ARE,��"=.. 9,092 SQ "IrIll �,� '1110111 I'll of, "I, 'OR 0.438ACRES .......... mrgPOIJIM/p/omplp, ARE)�` 01 00,8,01 IF` R 0.184 Poll Twenty West Ownership By: Jason Shallcross 2/27/2018 Twenty West Owners W E 1 inch 60 feet Feet 0 15 30 60 90 .......... RESOLUTION NO. A RESOLUTION AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND 20 WEST LLC FOR THE PROPERTY LOCATED AT 20 W. NORTHWEST HIGHWAY 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 a redevelopment agreement with 20 WEST LLC. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: The Board of Trustees of the Village of Mount Prospect do hereby authorize execution of an Agreement between the Village of Mount Prospect and Twenty West LLC for the proposed mixed-use development consisting of seventy three (73) luxury apartment units and approximately 5,000 of retail/restaurant space being subject of this Resolution, a copy of which is attached hereto and hereby made a part 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: NAYS: ABSENT: PASSED and APPROVED this 20th day of March, 2018. Arlene A. Juracek Mayor ATTEST: Karen M. Agoranos Village Clerk VILLAGE DRAFT— 3-16-18 REDEVELOPMENT AGREEMENT FOR THE 20 WEST DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS This Redevelopment Agreement For The 20 WEST Development Comprising A Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois (the "Agreement") is made and entered into as of the day of , 2018 (the "Effective Date") by and between the Village of Mount Prospect, Illinois, an Illinois home rule municipal corporation (the "Village") and , an Illinois limited liability company(the "Developer") (the Village and the Developer are sometimes referred to herein individually as a "Party," and collectively as the "Parties"). WITNESSETH: IN CONSIDERATION of the Preliminary Statements, the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties hereto agree as follows: I. PRELIMINARY STATEMENTS Among the matters of mutual inducement which have resulted in this Agreement are the following: A. The Village is a home rule unit of government in accordance with Article VII, Section 6 of the Constitution of the State of Illinois, 1970. B. The Village has the authority, pursuant to the laws of the State of Illinois, to promote the health, safety and welfare of the Village and its inhabitants, to prevent the presence of blight, to encourage private development in order to enhance the local tax base and increase additional tax revenues realized by the Village, to foster increased economic activity within the Village, to increase employment opportunities within the Village, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes, and otherwise take action in the best interests of the Village. C. The Village is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., as amended (the "Act"), to finance redevelopment in accordance with the conditions and requirements set forth in the Act. D. Pursuant to Ordinance Numbers 6293, 6294 and 6295, adopted January 17, 2017, the Village designated the tax increment redevelopment project area (the "Redevelopment Project Area"), approved a tax increment 391766_7 1 VILLAGE DRAFT— 3-16-18 redevelopment plan and project (the "TIF Plan"), and adopted tax increment financing relative to the Village's Prospect and Main Tax Increment Financing District (the "TIF District"); said TIF District being legally described and depicted as set forth in EXHIBIT A-1 and EXHIBIT A-2, respectively, attached hereto and made part hereof. E. The Village is the fee owner of certain real property, consisting of 3 parcels and a portion of Busse Avenue right of way, located within the Redevelopment Project Area, said property being legally described on EXHIBIT B-1, attached hereto and made a part hereof (the "Village Property"). F. A third party is the owner of certain real property, consisting of approximately eight thousand square feet (8,000) located immediately east of the Property owned by the Village. The Developer has an agreement to purchase that property. This property is legally described on EXHIBIT B-2, attached hereto and made a part hereof (the "Adjacent Property"). G. The Village Property and the Adjacent Property together are hereinafter referred to together as the "Property". H. The Developer desires to acquire ownership of the Property and redevelop the Property with a building containing seventy-three (73) residential apartment units, a commercial space of approximately five thousand (5,000) square foot restaurant and seventy-eight (78) parking spaces, consisting of a total of forty-three (43) below ground garaged parking spaces and thirty-five (35) grade level garaged parking spaces, as depicted on the site plan attached hereto as EXHIBIT C, and made part hereof, and as described in further detail in EXHIBIT D, attached hereto and made part hereof (the "Project"). I. It is necessary for the successful completion of the Project that the Village enter into this Agreement with the Developer to provide for the redevelopment of the Property, thereby implementing the TIF Plan. J. The Developer has been and continues to be unable and unwilling to undertake the redevelopment of the Property with the Project, but for certain tax increment financing ("TIF") incentives, with regard to the purchase price of the Property and reimbursement of TIF eligible redevelopment project costs not to exceed Two Million and No/100 Dollars ($2,000,000.00), being up to Five Hundred Thousand and No/100 Dollars ($500,000) for public improvements relative to the Project and up to One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) for other TIF eligible redevelopment project costs relative to the Project, to be provided by the Village in accordance with the Act and the home rule powers of the Village, which the Village is willing to provide under the terms and conditions 391766_7 2 VILLAGE DRAFT— 3-16-18 contained herein. The Parties acknowledge and agree that but for the aforementioned TIF incentives, to be provided by the Village, Developer cannot successfully and economically develop the Property with the Project in a manner satisfactory to the Village. The Village has determined that it is desirable and in the Village's best interest to assist Developer in the manner set forth herein, and as this Agreement may be supplemented and amended from time to time pursuant to the mutual agreement of the Parties and in the manner as herein provided. K. The Village, in order to stimulate and induce development of the Property with the Project, has agreed to convey the Village Property to the Developer in accordance with the terms and provisions of the Act and this Agreement, and the Developer has agreed to acquire the Adjacent Property in furtherance of the Project. L. This Agreement has been submitted to the Corporate Authorities of the Village (as defined below) for consideration and review, the Corporate Authorities have taken all actions required to be taken prior to the execution of this Agreement in order to make the same, and any and all actions taken by the Village in furtherance hereof, binding upon the Village according to the terms hereof, and any and all actions of the Corporate Authorities of the Village precedent to the execution of this Agreement have been undertaken and performed in the manner required by law. M. This Agreement has been submitted to the Manager of the Developer for consideration and review, the Developer's Manager has taken all actions required to be taken prior to the execution of this Agreement in order to make the same binding upon the Developer according to the terms hereof, and any and all action of the Developer's members precedent to the execution of this Agreement have been undertaken and performed in the manner required by law. N. The Village is desirous of having the Redevelopment Project Area rehabilitated, developed and redeveloped in accordance with the TIF Plan, and particularly the Project as a part thereof, in order to serve the needs of the Village, arrest physical decay and decline in the Redevelopment Project Area, increase employment opportunities, stimulate commercial growth and stabilize the tax base of the Village and, in furtherance thereof, the Village is willing to offer Developer the TIF incentives referenced in subsection H. above, under the terms and conditions hereinafter set forth, to assist such development. II. DEFINITIONS 391766_7 3 VILLAGE DRAFT— 3-16-18 For the purposes of this Agreement, unless the context clearly requires otherwise, words and terms used in this Agreement shall have the meanings provided from place to place herein, and as follows: A. "Change in Law" means the occurrence, after the Effective Date, of an event described below in this definition, provided such event materially changes the costs or ability of the Party relying thereon to carry out its obligations under this Agreement and such event is not caused by the Party relying thereon: Change in Law means any of the following: (1) the enactment, adoption, promulgation or modification of any federal, State or local law, ordinance, code, rule or regulation (other than by the Village, or, with respect to those made by the Village, only if they violate the terms of this Agreement); (2) the order or judgment of any federal or State court, administrative agency or other governmental body (other than the Village); or (3) the adoption, promulgation, modification or interpretation in writing of a written guideline or policy statement by a governmental agency (other than the Village, or, with respect to those made by the Village, only if they violate the terms of this Agreement). Change in Law, for purposes of this Agreement, shall also include the imposition of any conditions on, or delays in, the issuance or renewal of any governmental license, approval or permit(or the suspension, termination, interruption, revocation, modification, denial or failure of issuance or renewal thereof) necessary for the undertaking of the actions to be performed under this Agreement (except any imposition of any conditions on, or delays in, any such issuance or renewal by the Village, except as provided herein). B. "Corporate Authorities" means the Mayor and Board of Trustees of the Village of Mount Prospect, Illinois. C. "Day„ means a calendar day. D. "Effective Date" means the day on which this Agreement is executed by the Village, with said date appearing on page 1 hereof. E. "Incremental Property Taxes" means that portion of the ad valorem real estate taxes, if any, arising from the taxes levied upon the Property, which taxes are actually collected and paid to the Village, and which are attributable to the increase in the equalized assessed valuation ("EAW) of the Property over and above the EAV of the Property at the time of the formation of the TIF District, all as determined by the County Clerk of the County of Cook, Illinois, pursuant to and in accordance with the TIF Act, the TIF Ordinances and this Agreement, and which have been received by the Village on and after the Commencement Date (as defined in Section XI.A. below). 391766_7 4 VILLAGE DRAFT— 3-16-18 F. "Incentive Fund" means the special fund set up by the Village into which the Village will deposit Incremental Property Taxes generated by the Project. G. "Party" or "Parties" means the Village and/or the Developer, individually/collectively, and their respective successors and/or assigns as permitted herein, as the context requires. H. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, or government or any agency or political subdivision thereof, or any agency or entity created or existing under the compact clause of the United States Constitution. I. "State" means the State of Illinois. J. "TIF Eligible Redevelopment Costs" means the costs of the Project, to be reimbursed, in part, from Incremental Property Taxes pursuant to the TIF Act, and permitted to be reimbursed as a "redevelopment project cost" in Section 3(q) of the TIF Act, 65 ILCS 5/11-74.4-3(q), by the Village, as provided in this Agreement. K. "TIF Ordinances" means those Ordinances referenced in subsection I.D. above. L. "Uncontrollable Circumstance" means any event which: 1. is beyond the reasonable control of and without the fault of the Party relying thereon; and 2. is one or more of the following events: a. a Change in Law; b. insurrection, riot, civil disturbance, sabotage, act of the public enemy, explosion, fire, nuclear incident, war or naval blockade; C. epidemic, hurricane, tornado, landslide, earthquake, lightning, fire, windstorm, other extraordinary or ordinary weather conditions or other similar act of God; d. governmental condemnation or taking other than by the Village; e. strikes or labor disputes, or work stoppages not initiated by the Developer or the Village; f. unreasonable delay in the issuance of building or other permits or approvals by the Village or other governmental authorities having jurisdiction other than the Village including 391766_7 5 VILLAGE DRAFT— 3-16-18 but not limited to the Illinois Department of Transportation ("IDOT"), the Metropolitan Water Reclamation District of Greater Chicago ("MWRD") and/or the Illinois Environmental Protection Agency ("IEPA"); g. shortage or unavailability of essential materials, which materially change the ability of the Party relying thereon to carry out its obligations under this Agreement; h. unknown or unforeseeable geo-technical or environmental conditions; i. major environmental disturbances, which delay construction by more than thirty (30) days; j. vandalism; or k. terrorist acts. Uncontrollable Circumstance shall not include: economic hardship; unavailability of materials (except as described in subsection 2.g. above); or a failure of performance by a contractor (except as caused by events which are Uncontrollable Circumstances as to any applicable contractor). For each day that the Village or the Developer is delayed in its performance under this Agreement by an Uncontrollable Circumstance, the dates set forth in this Agreement shall be extended by one (1) day without penalty or damages to either Party. M. "Village Code" means the Village of Mount Prospect Village Code, as amended. III. CONSTRUCTION OF TERMS This Agreement, except where the context by clear implication shall otherwise require, shall be construed and applied as follows: A. Definitions include both singular and plural. B. Pronouns include both singular and plural and cover all genders. C. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation". D. Headings of Sections herein are solely for convenience of reference and do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. E. All exhibits attached to this Agreement shall be and are operative provisions of this Agreement and shall be and are incorporated by reference in the context of use where mentioned and referenced in this Agreement. In the 391766_7 6 VILLAGE DRAFT— 3-16-18 event of a conflict between any exhibit and the terms of this Agreement, the Agreement shall control. F. Any certificate, letter or opinion required to be given pursuant to this Agreement means a signed document attesting to or acknowledging the circumstances, representations, opinions of law or other matters therein stated or set forth. Reference herein to supplemental agreements, certificates, demands, requests, approvals, consents, notices and the like means that such shall be in writing whether or not a writing is specifically mentioned in the context of use. G. The Village Manager, unless applicable law requires action by the Corporate Authorities, shall have the power and authority to make or grant or do those things, certificates, requests, demands, notices and other actions required that are ministerial in nature or described in this Agreement for and on behalf of the Village and with the effect of binding the Village as limited by and provided for in this Agreement. The Developer is entitled to rely on the full power and authority of the Persons executing this Agreement on behalf of the Village as having been properly and legally given by the Village. H. In connection with the foregoing and other actions to be taken under this Agreement, and unless applicable documents require action by Developer in a different manner Developer hereby designates Nicholas Papanicholas, Jr. as its authorized representative who shall individually have the power and authority to make or grant or do all things, supplemental agreements, certificates, requests, demands, approvals, consents, notices and other actions required or described in this Agreement for and on behalf of the Developer and with the effect of binding the Developer in that connection (such individual being designated as an "Authorized Developer Representative"). The Developer shall have the right to change its Authorized Developer Representative by providing the Village with written notice of such change from both authorized representatives which notice shall be sent in accordance with Section XVIII.B. of this Agreement. IV. COOPERATION OF THE PARTIES The Village and the Developer agree to cooperate in implementing the Project in accordance with the Parties' respective obligations set forth in this Agreement, and specific approvals by the Village in the future, relative to the development of the Property and the Project, including zoning applications relative thereto, and Village-issued permits and approvals relative thereto. 391766_7 7 VILLAGE DRAFT— 3-16-18 V. CONVEYANCE OF THE VILLAGE PROPERTY A. The Village shall transfer title to the Village Property to the Developer in an "as-is, where-is" condition with no environmental representations or warranties of any kind whatsoever, pursuant to the Real Estate Sale Contract attached hereto as EXHIBIT E, and made part hereof (the "Contract"), with such changes made to the Contract to make the Contract consistent with this Agreement. The terms of the transfer of title shall include: 1. Purchase price: Five Hundred Seventy Thousand and No/100 Dollars ($570,000.00); 2. Warranties: as-is, where-is, with no warranties or representations of any kind, including environmental; 3. Deed: Special Warranty Deed; and 4. Closing costs: shared by the Village and the Developer as customarily charged. B. The transfer of title to the Village Property shall occur so long as the following conditions, subject to Uncontrollable Circumstances, have been satisfied on or before 201_ (the "Conveyance Deadline"), with the transfer of title to the Village Property to the Developer occurring within twenty eight (28) days of the Conveyance Deadline: 1. The Developer has submitted site geometry and proposed building plans to the Village, which are materially consistent with the proposed Project and satisfactory to the Village; 2. The Developer has submitted detailed elevations for the Project, including fagade details and drawings to the Village, which have been approved by the Village's Mayor and Board of Trustees, with said approval being in the sole and absolute discretion of the Village's Mayor and Board of Trustees; 3. The Developer has obtained firm construction financing for the Project and provided the Village with adequate proof of said financing; 4. The Developer has acquired the Adjacent Property; and 5. The Developer has met the deadlines in Sections VI.A.1 and 2. below. 391766_7 8 VILLAGE DRAFT— 3-16-18 C. Notwithstanding anything in this Agreement to the contrary (including but not limited to the default and cure periods in Section XVI. below): 1. If title to the Village Property is not transferred from the Village to the Developer within twenty eight (28)days of the Conveyance Deadline, and if such failure is not cured within ninety (90) days after notice by the Village to the Developer with a demand to consummate the transfer as herein provided, this Agreement shall be null and void, the Village shall have no further obligations to transfer title to the Village Property to the Developer. The date the Village conveys title to the Village Property to the Developer shall be the "Acquisition Date." 2. If title to the Adjacent Property is not closed on or before the closing of the Village Property owned by the Village, this Agreement shall be null and void, unless the Village, through its Village Manager, and the Developer agree to an extension of the deadline herein. VI. DEVELOPMENT OF THE PROPERTY A. Approvals, Permits, Construction, and Completion. The Developer shall, subject to Uncontrollable Circumstances: 1. On or before May 1, 2018, apply for all necessary permits and approvals from all governmental agencies having jurisdiction over the Project as may be required to commence construction of the Project. 2. On or before July 1, 2018, obtain all necessary permits and approvals from all governmental agencies having jurisdiction over the Project as may be required to commence construction of the Project, except that permits issued by IDOT and the MWRD need not be obtained by July 1, 2018. 3. On or before August 1, 2018, commence construction of the Project. 4. On or before December 31, 2019, complete construction of the Project. 5. On or before June 1, 2020, obtain a Certificate of Project Completion (as defined in Section XI.A. below). B. Village Buy Back. 391766_7 9 VILLAGE DRAFT— 3-16-18 1. Subject to Uncontrollable Circumstances, if the Developer has taken title to the Village Property, and if the Developer has not made application for all necessary permits and approvals from all governmental agencies having jurisdiction over the Project as may be required to commence construction of the Project within the time frame set forth in Section VI.A.1. above, or if the Developer has taken title to the Village Property, and if the Developer has not obtained all necessary permits and approvals from all governmental agencies having jurisdiction over the Project as may be required to commence construction of the Project within the time frame set forth in Section VI.A.2. above, the Village shall deliver a notice of default to Developer and, in the event that Developer has failed to make application for, or obtain, all necessary permits and approvals, as the case may be, within twenty eight (28) days after receipt of such notice, the Village shall have the option to purchase the Village Property from the Developer, at the same price paid by the Developer to the Village for the Village Property, and under the same terms and conditions applicable to the Village's conveyance thereof to the Developer, such conveyance to be consummated within ninety (90) days of the non-cured default as herein set forth, and, upon conveyance of the Village Property back to the Village, this Agreement shall be of no further force or effect. 2. Subject to Uncontrollable Circumstances, if the Developer has taken title to the Village Property, and if the Developer has not commenced construction of the Project within the time frame set forth in Section VI.A.3. above, the Village shall deliver a notice of default to Developer and, in the event that Developer has failed to commence construction, or take the prerequisite steps necessary to commence construction and diligently pursue commencement of same, within twenty eight (28) days after receipt of such notice, the Village shall have the option to purchase the Village Property from the Developer, at the same price paid by the Developer to the Village for the Village Property, and under the same terms and conditions applicable to the Village's conveyance thereof to the Developer, such conveyance to be consummated within ninety (90) days of the non-cured default as herein set forth, and, upon conveyance of the Village Property back to the Village, this Agreement shall be of no further force or effect. C. Incentive Amount. 1. The Village shall reimburse Developer for TIF Eligible Redevelopment Costs, in relation to the Project, in an amount not to exceed One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) from the Incentive Fund (the "Funding Cap"). 391766_7 10 VILLAGE DRAFT— 3-16-18 2. The total amount paid by the Village to the Developer from the Incentive Fund shall not exceed the Funding Cap. 3. Beginning on the Commencement Date, the Village shall deposit Incremental Property Taxes into the Incentive Fund. The Village shall pledge and rely solely upon Incremental Property Taxes for reimbursement to the Developer for TIF Eligible Redevelopment Costs and no other revenue sources. 4. The Village will also reimburse the Developer an additional Five Hundred Thousand and No/100 Dollars ($500,000.00) from sources other than the Incentive Fund, outside of the Funding Cap ("Public Improvements Incentive"), for a portion of the Developer's cost of the public improvements constructed by the Developer relative to the Project described in EXHIBIT G attached hereto and made a part hereof ("Public Improvements"). 5. Some of the TIF Eligible Redevelopment Costs set forth on EXHIBIT F attached hereto and made a part hereof, relative to the Project, are also included in the Public Improvements in EXHIBIT G. The Developer shall only be entitled to receive payment of TIF Eligible Redevelopment Costs up to the Funding Cap and to have the cost of the Public Improvements paid up to the Public Improvements Incentive, and in no case shall the Village pay twice for any TIF Eligible Redevelopment Cost and/or Public Improvement, though some of the TIF Eligible Redevelopment Costs set forth on EXHIBIT F are also included in the Public Improvements in EXHIBIT G. D. Conditions and Procedure for Payment of Incentives. 1. The Village's obligation to reimburse the Developer in relation to the Project from the Incentive Fund is subject to the following conditions precedent, in addition to those set forth elsewhere in this Agreement: (i) Acquisition by the Developer of all necessary Village zoning approvals for the Project; (ii) Acquisition by the Developer of the Property on or before the Acquisition Deadline; (iii) The Developer being current with all Federal, State and local tax obligations; (iv) The Developer obtaining the first residential temporary certificate of occupancy for the Project; 391766_7 11 VILLAGE DRAFT— 3-16-18 (v) The Incentive Fund having adequate Incremental Property Taxes to pay the amounts requested for reimbursement by the Developer; (vi) The Developer is in compliance with the covenants, obligations and agreements in Sections VIII, IX, X and XII of this Agreement; and (vii) The Developer is otherwise in compliance with all of the terms of this Agreement and the laws and regulations of the Village, the State of Illinois and the United States of America. Reimbursements made to Developer from the Incentive Fund prior to the issuance of the Certificate of Project Completion shall be reduced by Ten Percent (10%) ("Reimbursement Hold Back") until, and unless, the Certificate of Project Completion is issued. The Reimbursement Hold Back shall be given to Developer with the first reimbursement made to Developer from the Incentive Fund after issuance of the Certificate of Project Completion. 2. The Village shall reimburse the Developer from Incremental Property Taxes deposited into the Incentive Fund, subject to the Funding Cap, for the Developer's actual expenditures of TIF Eligible Redevelopment Costs, including but not limited to those set forth on, and in the amounts included in, EXHIBIT F, relative to the Project (the "TIF Incentive Rebate"), whether incurred by the Developer prior to or after the Effective Date. Said TIF Incentive Rebate shall be paid to the Developer as follows: (i) The Village shall pay Incremental Property Taxes from the Incentive Fund to the Developer at the time of the issuance of the Certificate of Project Completion, and on each December 1st thereafter (each a "Payment Date"), during the Term (as defined in Section XVIII.P. below) of this Agreement, provided the Village is in receipt of the Developer's request for reimbursement of TIF Eligible Redevelopment Costs documented by the Developer to have been incurred and paid for by the Developer in relation to the Project (which documentation shall accompany each such request for reimbursement). Requests for reimbursement of TIF Eligible Redevelopment Costs paid by the Developer shall be forwarded to the Village's Finance Director, accompanied by a fully executed lien waiver, copy of the paid receipt or other proof of payment therefor, and any other information reasonably requested by the Village. The Village shall review the request and determine if it should be paid, and if so, the 391766_7 12 VILLAGE DRAFT— 3-16-18 Village shall pay such request for reimbursement on the next Payment Date, provided there are sufficient Incremental Property Taxes within the Incentive Fund to do so. If the Village elects to withhold or deny such payment, the Village shall promptly (and in any event not later than the date payment would otherwise have been due) advise the Developer in writing as to the specific basis for the Village's position. In the event the Developer does not make timely submittal of documentation in support of its request for reimbursement of TIF Eligible Redevelopment Costs, the Village is willing to consider on a case-by-case basis making a reimbursement after the Payment Date. (ii) If the Developer requests reimbursement from Incremental Property Taxes from the Incentive Fund, and if the Village authorizes the distribution of such funds in an amount greater than the then-existing balance of Incremental Property Taxes in the Incentive Fund, the Village shall distribute any approved but undistributed TIF Incentive Rebate to Developer on the next Payment Date, or a Payment Date thereafter, provided that the Village has received and deposited additional Incremental Property Taxes into the Incentive Fund, in an amount sufficient to cover all or a part of said authorized but undistributed TIF Incentive Rebate. No interest shall accrue on any amount of authorized but undistributed TIF Incentive Rebate. (iii) The TIF Incentive Rebate paid to the Developer shall only be paid from Incremental Property Taxes actually received by the Village from the Project. (iv) In the event that the Village ceases to receive Incremental Property Taxes from the Project, as a result of a Change in the Law, and no alternate tax is enacted to replace the Incremental Property Taxes: (a) The Village shall not be obligated to make any further TIF Incentive Rebate payments hereunder; and (b) The Village shall pay the Developer on an annual basis, an amount equal to Village's general property tax levy for the Property, excluding amounts levied for debt thereon ("Property Tax Backstop"), until the sooner of the TIF Incentive Rebate being fully paid, by adding the total Incremental Property Taxes and Property Tax Backstop paid to the Developer, or 391766_7 13 VILLAGE DRAFT— 3-16-18 twenty-five (25) years from the date on which the Village ceases to receive Incremental Property Taxes from the Project. (v) The TIF Incentive Rebate by the Village shall cease upon the Developer's receipt of the full amount of the Funding Cap or the expiration of the Term (as defined in Section XVIII.P. below) of this Agreement, whichever occurs first. (vi) Subject to Uncontrollable Circumstances, if at any time the Project ceases to operate during the term of this Agreement, the payment of Increment Property Taxes shall cease, and shall not be reinstated thereafter. 3. The TIF Incentive Rebate is not a general obligation of the Village, and the Village's full faith and credit are not pledged or encumbered to provide the Developer with the TIF Incentive Rebate. 4. A delineation of the TIF Eligible Redevelopment Costs for the Project is set forth in EXHIBIT F, and the Village shall not reimburse the Developer for any costs of the Project not listed on said EXHIBIT F. 5. The Village shall pay the Developer, or the Developer's contractor(s) or subcontractor(s), an amount not to exceed the Public Improvements Incentive for the actual costs of the Public Improvements, for which work on the Public Improvements is ready to proceed but-for payment of an invoice immediately preceding the commencement of the work, subject to the following conditions precedent, in addition to those set forth elsewhere in this Agreement: (i) Acquisition by the Developer of all necessary Village zoning approvals for the Project; (ii) Acquisition by the Developer of the Property on or before the Acquisition Deadline; (iii) The Developer being current with all Federal, State and local tax obligations; (iv) Approval of plans for the Public Improvements by the Village and all other units of government with jurisdiction over the Public Improvements; (v) The Developer is in compliance with the covenants, obligations and agreements in Sections VIII, IX, X and XII of this Agreement; 391766_7 14 VILLAGE DRAFT— 3-16-18 (vi) The Developer has submitted to the Village a written sworn disbursement request and lien waivers, along with appropriate supporting documentation in relation thereto, with respect to such portions of the Public Improvements the Developer seeks payment with regard to; (vii) The Developer shall, upon request by the Village, provide the Village with all reasonable and customary documentation required by the Village to evidence the cost of the Public Improvements, such records to include, but not be limited to, all invoices for the claimed Public Improvements, all contracts with the Developer's contractor(s), , subcontractor(s), contractor's affidavits, subcontractor's affidavit, lien waivers with invoices, copies of checks and any other documentation reasonably requested by the Village and/or in the possession of the Developer; (viii) The Village has validated the costs associated with the disbursement request; (ix) The Developer is otherwise in compliance with all of the terms of this Agreement and the laws and regulations of the Village, the State of Illinois and the United States of America. The Village shall pay the Developer amounts set forth in this Section VI.D.5. within thirty (30) days of a written request from the Developer for the payment, if the Developer is entitled to receive such payment in accordance with the terms of this Agreement. VII. UNDERTAKINGS ON THE PART OF THE VILLAGE A. The Village agrees to: 1. Cooperate with Developer in Developer's attempts to obtain all necessary approvals, licenses and/or permits from any governmental or quasi-governmental entity other than the Village and, upon request of Developer, will promptly execute any applications or other documents (upon their approval by the Village) which Developer intends to file with such other governmental agencies, quasi-governmental agencies and/or utility companies in regard to the Project. 2. Waive the fee for the connection of the Property to the Village's water supply and sanitary sewer supply occurring during the construction of the Project. 391766_7 15 VILLAGE DRAFT— 3-16-18 3. Waive building permit, inspection, and occupancy permit fees, which waiver shall operate to reduce, dollar for dollar, the TIF reimbursement amount due and owing to Developer. B. The Village shall further promptly respond to, and/or process, and consider reasonable requests of Developer for applicable building approvals and/or permits, driveway permits, drive thru permits, special use permits (if and to the extent applicable), curb cut permits, or other approvals, permits and/or licenses necessary for the construction of the Project. Approval of any building approvals and/or permit applications and/or engineering plans and/or operating licenses (including liquor licenses, subject to the applicant therefor being qualified to receive same under both State law and the Village's ordinances) shall be contingent on the Developer providing all required and requested documentation including, but not limited to, building plans required to substantiate that said improvements fully conform with all applicable State statutes and also all Village ordinances and codes, as well as receipt of all required building approvals from any federal, state, regional or county agencies having applicable jurisdiction. VIII. DEVELOPER'S OBLIGATIONS Developer shall have the obligations set forth below, in addition to those set forth elsewhere in this Agreement, for the development, construction, financing, completion and furtherance of the Project: A. Use of Funds. The Developer shall use Incremental Property Taxes solely for TIF Eligible Redevelopment Costs. B. Constructions in Accordance with Approvals and Laws. The Developer shall construct the Project materially and substantially in conformance with the approvals therefor from the Village. The Developer shall pay or cause to be paid all building-related fees required by the Village Code, except as waived or modified in this Agreement. The Developer shall at all times acquire, install, construct, operate and maintain the Project in substantial conformance with all applicable laws, rules, ordinances, and regulations. All work with respect to the Project shall substantially conform to all applicable federal, State and local laws, regulations and ordinances, including, but not limited to, zoning, subdivision and planned development codes, building codes, environmental laws (including any law relating to public health, safety and the environment and the amendments, regulations, orders, decrees, permits, licenses or deed restrictions now or hereafter promulgated thereafter), life safety codes, property maintenance codes and any other applicable codes and ordinances of the Village, or any of its rules or regulations or amendments thereto which are applicable to all properties 391766_7 16 VILLAGE DRAFT— 3-16-18 in the Village and are in effect from time to time during the construction and maintenance of the Project and/or during the term of this Agreement. C. Construction Staging. During the initial construction of the Project as herein contemplated, the Developer shall stage its construction of the Project to avoid to the fullest extent possible any material community disruption. During construction, the Developer shall also keep all public streets used by the Developer clean on a daily basis, and for each day in which such public streets are not properly clean and such condition is not remedied within twenty four (24) hours of written notice to Developer, the Developer shall pay the Village the sum of Two Hundred Fifty and No/100 Dollars ($250.00) for each such violation. Developer shall park and stage all construction equipment, materials and vehicles to be used in relation to the construction of the Project on the Property. D. Sufficient Funds. Developer shall submit written evidence to the Village, in a form and substance reasonably satisfactory to the Village, that Developer has access to sufficient funds to pay any costs of the Project within ninety (90) days after the Effective Date. Such evidence can include, without limitation, commitments for financing and/or letters of credit from a lender, and/or investor commitments, for the anticipated costs of such Project. E. Meetings with Village. Developer shall meet with the Corporate Authorities and Village staff and make presentations to the Corporate Authorities and Village staff as reasonably requested by the Village Mayor or Village Manager in order to keep the Village apprised of the progress of the Project. F. Due Diligence Period. The Developer shall have a period of (_) days after the Effective Date (the "Due Diligence Period") to perform investigations of the Village Property, including, but not limited to environmental investigations, and determine, in Developer's sole and absolute discretion, whether the Village Property is suitable for Developers use. Developer shall have the right to terminate this Agreement, at any time prior to the expiration of the Due Diligence Period, as a result of an adverse environmental condition on the Village Property, which is discovered by the Developer and which either prevents the construction of the Project by the Developer, in Developer's reasonable judgment, or materially increases the cost of the construction of the Project. G. Easement. The Developer shall grant the Village a public use and public access easement for the area labeled as "Easement Area" in EXHIBIT H, attached hereto and made a part hereof, which relates to the ramp and lower level drive aisle of the Project ("Easement"), to ensure access to the ramp and lower level drive aisle to accommodate a possible garage connection to a future development adjacent to the east of the Project. The 391766_7 17 VILLAGE DRAFT— 3-16-18 Developer shall execute the Easement in a form provided by the Village, when requested by the Village. The Easement shall be recorded on title to the Property at the Developer's cost and expense, and shall run with title to the Property thereafter. IX. ADDITIONAL COVENANTS OF DEVELOPER A. Continued Existence. Developer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and standing as an Illinois limited liability company, so long as this Agreement is in effect, and for so long as Developer maintains an interest in the Property or has any other remaining obligation pursuant to the terms of this Agreement, whichever is the first to occur. B. Further Assistance and Corrective Instruments. The Village and Developer agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be reasonably required for carrying out the intention of or effectuate or facilitating the performance of this Agreement to the extent legally permitted and within the Village's and the Developer's sound legal discretion. C. No Gifts. Developer covenants that no director, employee or agent of Developer, or any other Person connected with Developer, has made, offered or given, either directly or indirectly, to any member of the Corporate Authorities, or any officer, employee or agent of the Village, or any other Person connected with the Village, any money or anything of value as a gift or bribe or other means of influencing his or her action in his or her capacity with the Village. D. Disclosure. Concurrently with execution of this Agreement, Developer shall disclose to the Village the names, addresses and ownership interests of all Persons that have an ownership interest in the Developer, together with such supporting documentation that may be reasonably requested by the Village. Developer further agrees to notify the Village throughout the term of this Agreement of the names, addresses and ownership interests of any changes of owners of the Developer. E. Prevailing Wage. Developer shall comply with the Illinois Prevailing Wage Act. Developer warrants and represents that it has reviewed the Illinois Prevailing Wage Act, that it has reviewed the regulations promulgated thereunder, and that it understands the obligations imposed on it by this Section IX.E. F. Open Book. The Project shall be an "open book" project, meaning that the Developer and the general contractor (or contractors, if more than one) will 391766_7 18 VILLAGE DRAFT— 3-16-18 assure continuing access to the Village's agents at Developer or general contractor's office for the purpose of reviewing and auditing their respective books and records relating to any item necessary to determine the costs of the Project; provided, however, that all such access shall be limited to normal business hours upon reasonable prior notice and shall not occur more frequently than once per calendar quarter. The foregoing Village review rights shall terminate one (1)year after the issuance of the Certificate of Project Completion with respect to costs for the Project, unless the Developer has failed to make available any such books and/or records requested in writing by the Village. Developer shall provide to the Village copies of any partnership agreements, limited liability company operating agreements, corporate by-laws or joint venture agreements pertaining to the Property to which the Developer is a party; provided that the Developer may, (if Developer has previously provided the Village not less than thirty (30) days to review such confidential financial materials), remove from the copies of such agreements any confidential financial information previously disclosed to the Village and not since changed in form or substance and the Village shall keep such agreements confidential, to the maximum extent permitted by law. All documents made available for review or provided to the Village pursuant to this Section may be proprietary, privileged and confidential and are provided to the Village subject to the protections from disclosure set forth in Section 7(g) of the Freedom of Information Act (5 ILCS 140/7 (g)). Failure to provide the corporate documents or allow review of the financial books within fifteen (15) days after request by the Village shall be an Event of Default. Developer shall exercise prudence and good faith in attempting to contract with persons or entities that are reputable and experienced in their respective areas for the provision of services or material for the design and construction of Project at costs not in excess of market rates. The general contractor (or general contractors) designated by Developer shall be experienced and reputable. 391766_7 19 VILLAGE DRAFT— 3-16-18 X. ADHERENCE TO VILLAGE CODES AND ORDINANCES Except as otherwise provided for in this Agreement, all development and construction of the Project shall comply in all respects with the provisions in the building, plumbing, mechanical, electrical, storm water management, fire prevention, property maintenance, zoning and subdivision codes of the Village and all other germane codes and ordinances of the Village in effect from time to time during the course of construction of the Project. The Developer, by executing this Agreement, expressly warrants that it has examined and is familiar with all the covenants, conditions, restrictions, building regulations, zoning ordinances, property maintenance regulations, environmental laws (including any law relating to public health, safety and the environment and the amendments, regulations, orders, decrees, permits, licenses or deed restrictions now or hereafter promulgated thereafter) and land use regulations, codes, ordinances, federal, State and local ordinances, and the like, currently in effect. XI. SPECIAL CONDITIONS A. Certificate of Project Completion. Within thirty (30) days after written request from Developer, and provided that Developer has not received any notice of default under this Agreement or notice of non-compliance with any Village codes with respect to Developer's construction obligations, any of which have not been cured, and after the Village has issued the final certificate of occupancy for the proposed building on the Property, and has confirmed that the proposed building on the Property has been constructed in substantial and material compliance with all Village codes and this Agreement, the Village shall deliver a certificate of completion and satisfaction of all construction terms, covenants and conditions contained in this Agreement (the "Certificate of Project Completion") or, if not complete or satisfied, a written statement as to what deficiencies exist, and upon Developer's correction of such issues, the Village shall then promptly issue to Developer a Certificate of Project Completion. The date the Certificate of Project Completion is issued shall be the "Completion Date." B. Certification of Developer's Project Cost. Within thirty (30) days of the issuance of the Certificate of Project Completion, the Developer shall certify, in writing, to the Village, the amount spent by the Developer (inclusive of all hard and soft costs) to complete the Project, and an estimate of the number of jobs to be generated or created by the Project. The sworn statement(s) for construction loan draws relative to the Project shall be provided to the Village with the submittal called for herein. C. Employment Opportunities. To the extent feasible, the Developer shall make reasonable efforts to notify Village residents of employment opportunities that are available relative to the Project, and, to the extent permitted by law, make reasonable efforts to employ qualified residents of 391766_7 20 VILLAGE DRAFT— 3-16-18 the Village in relation to the Project. XII. REPRESENTATIONS AND WARRANTIES OF DEVELOPER Developer represents, warrants and agrees as the basis for the undertakings on its part herein contained that as of the date hereof and until completion of the Project: A. Existence and Authority. Developer is an Illinois corporation, and is authorized to and has the power to enter into, and by proper action has been duly authorized to execute, deliver and perform, this Agreement. Developer is solvent, able to pay its debts as they mature and financially able to perform all the terms of this Agreement. To Developer's knowledge, there are no actions at law or similar proceedings which are pending or threatened against Developer which would result in any material and adverse change to Developer's financial condition, or which would materially and adversely affect the level of Developer's assets as of the date of this Agreement or that would materially and adversely affect the ability of Developer to proceed with the construction and development of the Project. B. No Conflict. Neither the execution and delivery of this Agreement by Developer, the consummation of the transactions contemplated hereby by Developer, nor the fulfillment of or compliance with the terms and conditions of this Agreement by Developer conflicts with or will result in a breach of any of the terms, conditions or provisions of any offerings or disclosure statement made or to be made on behalf of Developer (with Developer's prior written approval), any organizational documents, any restriction, agreement or instrument to which Developer or any of its partners, directors, or venturers is now a party or by which Developer or any of its partners, directors or venturers is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the assets or rights of Developer, any related party or any of its partners, directors or venturers under the terms of any instrument or agreement to which Developer, any related party or any of its partners, directors or venturers is now a party or by which Developer, any related party or any of its partners, directors or venturers is bound. C. Adequate Resources. Developer has, or will have within sixty (60) days of the Acquisition Date, sufficient financial and economic resources to implement and complete Developer's obligations contained in this Agreement. D. No Adverse Notices. Developer represents and warrants that it has not received any notice from any local, State or federal official that the activities of Developer with respect to the Property and/or the Project may or will be 391766_7 21 VILLAGE DRAFT— 3-16-18 in violation of any environmental law or regulation. Developer is not aware of any State or federal claim filed or planned to be filed by any Party relating to any violation of any local, State or federal environmental law, regulation or review procedure, and Developer is not aware of any violation of any local, State or federal law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute. E. Experience. Developer represents and warrants to the Village that Developer, and its respective principals, are experienced in the development and operation of mixed use developments similar or comparable to the Project, and are able to provide the Project with the necessary skill, knowledge and expertise as well as input from other experts and consultants in the construction and operation of such a Project. F. Payment of Real Estate Taxes. Developer and successor owners agree to pay or cause to be paid all general and special real estate taxes levied during their respective period of ownership against their respective interest in the Project on or prior to the date same is due and said taxes shall not become delinquent. Developer and successor owners shall deliver evidence of payment of such taxes to the Village upon request. G. No Broker. Developer represents and warrants to the Village that, in connection with this transaction, no third-party broker or finder has been engaged or consulted by it, or its subsidiaries or agents or employees, or, through such the Developer's actions (or claiming through such party), which is entitled to compensation as a consequence of this transaction. XIII. REPRESENTATIONS AND WARRANTIES OF THE VILLAGE The Village represents, warrants and agrees as the basis for the undertakings on its part herein contained that: A. Existence. The Village is an Illinois home rule municipal corporation duly organized and validly existing under the laws of the State of Illinois, and has all requisite corporate power and authority to enter into this Agreement. B. Authority. The execution, delivery and performance of this Agreement and the consummation by the Village of the transactions provided for herein and the compliance with the provisions of this Agreement: 1. have been duly authorized by all necessary corporate action on the part of the Village; 2. require no other consents, approvals or authorizations on the part of the Village in connection with the Village's execution and delivery of this Agreement; and 391766_7 22 VILLAGE DRAFT— 3-16-18 3. shall not, by lapse of time, giving of notice or otherwise result in any breach of any term, condition or provision of any indenture, agreement or other instrument to which the Village is subject. C. Litigation. To the best of the Village's knowledge, there are no proceedings pending or threatened against or affecting the Village or the TIF District in any court or before any governmental authority which involves the possibility of materially or adversely affecting the ability of the Village to perform its obligations under this Agreement, except for the case of Board of Education of Township High School District No. 214 v. Village of Mount Prospect, 2017 CH 08478, pending in the Circuit Court of Cook County. D. Adequate Resources. The Village has sufficient financial and economic resources to implement and complete the Village's obligations contained in this Agreement. E. No Broker. The Village represents and warrants to the Developer that, in connection with this transaction, no third-party broker or finder has been engaged or consulted by it, or its subsidiaries or agents or employees, or, through such the Village's actions (or claiming through such party), is entitled to compensation as a consequence of this transaction. XIV. INSURANCE A. Insurance Coverages. The Developer, and any successor in interest to the Developer, shall obtain and continuously maintain insurance on the Property and the Project and, from time to time at the request of the Village, furnish proof to the Village evidence that the premiums for such insurance have been paid and the insurance is in effect. The insurance coverage described below is the minimum insurance coverage that the Developer must obtain and continuously maintain, provided that the Developer shall obtain the insurance described in subsection 1. below prior to the commencement of construction of any portion of the Project: 1. Builder's risk insurance, written on the so-called "Builder's Risk - Completed Value Basis," in an amount equal to one hundred percent (100%)of the insurable value of the Project at the date of completion, and with coverage available in non-reporting form on the so-called "all risk" form of policy. 2. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's/Contractor's Policy on a primary non-contributory basis naming the Village and its officers, agents and employees as 391766_7 23 VILLAGE DRAFT— 3-16-18 additional insureds, with limits against bodily injury and property damage of not less than $5,000,000.00 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used), written on an occurrence basis. 3. Workers compensation insurance, with statutory coverage if applicable to the Developer. B. Continuity of Insurance. All insurance required in this Section XIV. shall be obtained and continuously maintained through responsible insurance companies selected by the Developer or its successors that are authorized under the laws of the State to assume the risks covered by such policies. Unless otherwise provided in this Section XIV., cancellation relative to each policy shall be as provided by the policy; however, the Village must be named as a cancellation notice recipient. Not less than fifteen (15) days prior to the expiration of any policy, the Developer, or its successor or assign, must renew the existing policy or replace the policy with another policy conforming to the provisions of this Section XIV. In lieu of separate policies, the Developer or its successor or assign, may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein. XV. INDEMNIFICATION, HOLD HARMLESS AND RELEASE PROVISIONS This Section XV. shall survive the termination of this Agreement. A. Release. The Developer releases from and covenants and agrees that the Village, its governing body members, officers, agents, including independent contractors, consultants, attorneys, servants and employees thereof (for purposes of this Section XV., collectively the "Village Indemnified Parties") shall not be liable for, and agrees to indemnify and hold harmless the Village Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project or the Property or arising pursuant to the Developer's obligations or warranties under this Agreement or actions in furtherance thereof to the extent not attributable to the gross negligence or willful misconduct of the Village Indemnified Parties; provided, that this waiver shall not apply to the warranties made or obligations undertaken by the Village in this Agreement. B. Indemnification. Except for gross negligence or willful misconduct of the Village Indemnified Parties, Developer agrees to indemnify the Village Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including reasonable attorney's fees), actions or other proceedings whatsoever by any person or entity whatsoever arising or purportedly 391766_7 24 VILLAGE DRAFT— 3-16-18 arising from the actions or inactions of Developer (or if other Persons acting on their behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project. C. Environmental Disclaimer. Except as otherwise set forth herein, the Village makes no warranties or representations regarding, nor does it indemnify the Developer with respect to, the existence or nonexistence on or in the vicinity of the Property, or anywhere within the TIF District of any toxic or hazardous substances of wastes, pollutants or contaminants (including, without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, or any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601-9657, as amended) (collectively, the "Hazardous Substances"). The foregoing disclaimer relates to any Hazardous Substance allegedly generated, treated, stored, released or disposed of, or otherwise placed, deposited in or located on or in the vicinity of the Property, or within the TIF District, as well as any activity claimed to have been undertaken on or in the vicinity of the Property, that would cause or contribute to causing (1) the Property to become a treatment, storage or disposal facility within the meaning of, or otherwise bring the Property within the ambit of, the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. §6901 et seq., or any similar State law or local ordinance, (2) a release or threatened release of toxic or hazardous wastes or substances, pollutants or contaminants, from the Property, within the meaning of, or otherwise bring the Property within the ambit of, CERCLA, or any similar State law or local ordinance, or (3) the discharge of pollutants or effluents into any water source or system, the dredging or filling of any waters or the discharge into the air of any emissions, that would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq., or any similar State law or local ordinance. Further, the Village makes no warranties or representations regarding, nor does the Village indemnify the Developer with respect to, the existence or nonexistence on or in the vicinity of the Project, or anywhere within the Property or the TIF District, of any substances or conditions in or on the Property, that may support a claim or cause of action under RCRA, CERCLA, or any other federal, State or local environmental statutes, regulations, ordinances or other environmental regulatory requirements. The Village makes no representations or warranties regarding the existence of any above ground or underground tanks in or about the Property, or whether any above or underground tanks have been located under, in or about the Property have subsequently been removed or filled. The Village warrants and represents to Developer that it has not received notice, other than as already provided to the Developer by the Village in the environmental reports provided to the 391766_7 25 VILLAGE DRAFT— 3-16-18 Developer by the Village, from any agency, individual or entity of any violation of any environmental law relating to any Hazardous Substances affecting the Property. D. Waiver. The Developer waives any claims against the Village Indemnified Parties, and their members and boards, for indemnification, contribution, reimbursement or other payments arising under federal, State and common law relating to the environmental condition of the land comprising the Property. E. No Personal Liability. No liability, right or claim at law or inequity shall attach to or shall be incurred by the Village's Mayor, Trustees, officers, officials, attorneys, agents and/or employees, and any such rights or claims of the Developer against the Village's Mayor, Trustees, officers, officials, attorneys, agents and/or employees are hereby expressly waived and released as a condition of and as consideration for the execution of the Agreement by the Village. XVI. EVENTS OF DEFAULT AND REMEDIES A. Developer Events of Default. The following shall be Events of Default with respect to this Agreement: 1. If any material representation made by Developer in this Agreement, or in any certificate, notice, demand or request made by a Party hereto, in writing and delivered to the Village pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if Developer does not remedy the default, within thirty (30) days after written notice from the Village and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 2. Default by Developer for a period of thirty (30) days after written notice thereof in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of Developer; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 391766_7 26 VILLAGE DRAFT— 3-16-18 3. Default by Developer for a period of thirty (30) days after written notice thereof in the performance or breach of any material covenant, warranty or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and the Developer, within said thirty (30) days initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 4. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Developer in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Developer for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days. 5. The commencement by Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or the consent by Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Developer or of any substantial part of the Property, or the making by any such entity of any assignment for the benefit of creditors or the failure of Developer generally to pay such entity's debts as such debts become due or the taking of action by Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds as timely required to meet Developer's obligations to construct the Project and obtain a Certificate of Project Completion. 7. A sale, assignment, or transfer of the Project, except in accordance with this Agreement. 8. Material change in the management of Developer, except in accordance with this Agreement. 9. Developer abandons the Project on the Property. Abandonment shall be deemed to have occurred when work stops on the Property for more than thirty (30) consecutive days for any reason other than 391766_7 27 VILLAGE DRAFT— 3-16-18 Uncontrollable Circumstances and such work is not resumed within ninety (90) days of written demand by the Village. 10. Prior to issuance of the Certificate of Project Completion, Developer fails to comply with applicable governmental codes and regulations in relation to the construction and maintenance of the Project contemplated by this Agreement and such failure continues for more than thirty (30) days after written notice thereof from the Village; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 11. A material representation or warranty of Developer is not true for a period of thirty (30) days after written notice from the Village; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. B. Village Events of Default. The following shall be Events of Default with respect to this Agreement: 1. If any material representation made by the Village in this Agreement, or in any certificate, notice, demand or request made by a Party hereto, in writing and delivered to Developer pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if the Village does not remedy the default, within thirty (30) days after written notice from Developer and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 2. Default by the Village in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of the Village; provided, however, that such default or breach shall constitute an Event of Default only if the Village does not, within thirty (30) days after written notice from Developer, initiate and diligently pursue appropriate measures to remedy the default and in any event (subject to Uncontrollable 391766_7 28 VILLAGE DRAFT— 3-16-18 Circumstances) cures such default within ninety (90) days after such notice. 3. Default by the Village in the performance or breach of any material covenant, warranty or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if the Village, commences cure within thirty (30) days after written notice from Developer and in any event cures such default within ninety (90) days after such notice, subject to Uncontrollable Circumstances. 4. A material representation or warranty of the Village is not true for a period of thirty (30) days after written notice from Developer; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and the Village, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. C. Remedies for Default. In the case of an Event of Default hereunder: 1. The defaulting Party shall, upon written notice from the non- defaulting Party, take prompt action to cure or remedy such Event of Default. If, in such case, any monetary Event of Default is not cured, or if in the case of a non-monetary Event of Default, except for circumstances contemplated under Section XVI.A.1., action is not taken or not diligently pursued, or if action is taken and diligently pursued but such Event of Default or breach shall not be cured or remedied within the cure periods specified therefor, unless extended by mutual agreement, the non-defaulting Party may institute such proceedings as may be necessary or desirable in its opinion to cure or remedy such default or breach, including, but not limited to, proceedings to compel specific performance of the defaulting Party's obligations under this Agreement. 2. In case a Party shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason, then, and in every such case, the Parties shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of Developer and the Village shall continue as though no such proceedings had been taken. 391766_7 29 VILLAGE DRAFT— 3-16-18 3. In no event shall either Party be liable to the other for any consequential or punitive damages suffered as a result of a default under this Agreement. D. Agreement to Pay Attorneys' Fees and Expenses. In the event an Event of Default is not cured within the applicable cure periods and the Parties employ an attorney or attorneys or incur other expenses for the collection of the payments due under this Agreement or the enforcement of performance or observance of any obligation or agreement herein contained, the non-prevailing Party shall pay, on demand, the prevailing Party's reasonable fees of such attorneys and such other reasonable expenses in connection with such enforcement action. This Section XVI.D. shall survive the termination of this Agreement. E. No Waiver by Delay or Otherwise. Any delay by any Party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under this Agreement shall not operate to act as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that any Party should not be deprived of or limited in the exercise of the remedies provided in this Agreement because of concepts of waiver, laches or otherwise); nor shall any waiver in fact made with respect to any specific Event of Default be considered or treated as a waiver of the rights by the waiving Party of any future Event of Default hereunder, except to the extent specifically waived in writing. No waiver made with respect to the performance, nor the manner or time thereof, of any obligation or any condition under the Agreement shall be considered a waiver of any rights except if expressly waived in writing. F. Rights and Remedies Cumulative. The rights and remedies of the Parties to this Agreement, whether provided by law or by this Agreement, shall be cumulative, and the exercise of any one or more of such remedies shall not preclude the exercise by such Party, at that time or different times, of any other such remedies for the same Event of Default. G. Legal and Other Fees and Expenses. Other than for demands, suits, costs, expenses (including reasonable attorney's fees), actions or other proceedings covered by Section XV. above, in the event that any third party or parties institute any legal proceedings against the Developer and/or the Village, which relate to the terms of this Agreement, then, in that event, the Parties shall cooperate in the defense of any such lawsuit, with each Party assuming, fully and vigorously, its own defense of such lawsuit, and all costs and expenses of its own defense, of whatever nature (including attorney's fees), and the Parties shall negotiate in good faith to amend this agreement to allow for the costs of defense of such legal proceedings to be paid for from Incremental Property Taxes and to increase the Funding Cap to allow 391766_7 30 VILLAGE DRAFT— 3-16-18 for the payment of such costs. This Section XVI.G. shall survive the termination of this Agreement. XVII. EQUAL EMPLOYMENT OPPORTUNITY A. No Discrimination. Developer shall comply with all federal, state and local laws relating to equal employment opportunity. To the extent permitted by law, Developer shall use reasonable efforts to employ qualified residents of the Village as to any direct hires by the Developer, if applicable. B. Advertisements. Developer shall, in all solicitations or advertisements for employees placed by or on behalf of Developer, if applicable, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. C. Contractors. Any contracts made by Developer with any general contractor, agent, employee, independent contractor or any other Person in connection with the construction of the Project shall contain language similar to that recited in subsections A. and B. above. The Developer shall make reasonable efforts to incorporate language similar to that recited in subsections A. and B. in any leases made by Developer in connection with the Project. XVIII. MISCELLANEOUS PROVISIONS A. Cancellation. Notwithstanding any terms in this Agreement to the contrary, in the event Developer or the Village shall be prohibited, in any material respect, from performing covenants and agreements or enjoying the rights and privileges herein contained, or contained in the TIF Plan, including Developer's duty to build the Project and operate the Project, by the order of any court of competent jurisdiction, or in the event that all or any part of the Act or any ordinance adopted by the Village in connection with the Project, shall be declared invalid or unconstitutional, in whole or in part, by a final decision of a court of competent jurisdiction and such declaration shall materially affect the Project or the covenants and agreements or rights and privileges of Developer or the Village, then and in any such event, the Party so materially affected may, at its election, cancel or terminate this Agreement in whole (or in part with respect to that portion of the Project materially affected) by giving written notice thereof to the other Parties within one hundred twenty (120) days after such final decision or amendment. Further, the cancellation or termination of this Agreement shall have no effect on the authorizations granted to Developer for buildings, or the remodeling of any building, permitted and under construction, to the extent permitted by said court order; and the cancellation or termination of this Agreement shall have no effect on perpetual easements contained in any recorded, properly executed document. 391766_7 31 VILLAGE DRAFT— 3-16-18 B. Notices. All notices, certificates, approvals, consents or other communications desired or required to be given hereunder shall be given in writing at the addresses set forth below, by any of the following means: (1) personal service, (2)electronic communications, whether by electronic mail, telex, telegram or telecopy, but only if followed up, within one (1) business day, by another method of notice, (3) overnight courier, or (4) registered or certified first class mail, postage prepaid, return receipt requested. If to Village: Arlene Juracek, Mayor Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: ajuracek@mountprospect.org With a copy to: Michael Cassady, Village Manager Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: mcassady@mountprospect.org and: Klein, Thorpe and Jenkins, Ltd. 20 North Wacker Drive, Suite 1660 Chicago, Illinois 60606-2903 Attention: Lance C. Malina / Gregory T. Smith Email: Icmalina@ktjlaw.com / gtsmith@ktjlaw.com If to Developer: Nicholas and Associates, Inc. 1001 Feehanville Drive Mt Prospect, IL 60056 Attn: Nick Papanicholas Email: nickjr@nicholasquality.com With a copy to: Schain, Banks, Kenny & Schwartz 70 W. Madison Street, Suite 5300 Chicago, IL 60602 Attn: Robert C. Kenny Email: rkenny@schainbanks.com The Parties, by notice hereunder, may designate any further or different addresses to which subsequent notices, certificates, approvals, consents or other communications shall be sent. Any notice, demand or request sent pursuant to either clause (1) or (2) hereof shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to clause (3) shall be deemed received on the day immediately following deposit with the overnight courier, and any 391766_7 32 VILLAGE DRAFT— 3-16-18 notices, demands or requests sent pursuant to clause (4) shall be deemed received forty-eight (48) hours following deposit in the mail. C. Time is of the Essence. Time is of the essence of this Agreement. Notwithstanding the foregoing, if the date for performance of any of the terms, conditions and provisions of this Agreement shall fall on a Saturday, Sunday or legal holiday, then the date of such performance shall be extended to the next business day. D. Integration. 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. E. Counterparts. This Agreement may be executed in any number of counterparts, but in no event less than two (2) counterparts, each of which shall be an original and each of which shall constitute but one and the same Agreement. F. Recordation of Agreement. The Parties agree to record this Agreement with the Cook County Recorder's Office against title to the Property. The Village and the Developer shall equally share the cost of the recording charges. The Developer's rights and obligations in this Agreement are covenants running with title to the Property and successor owners of the Property shall be and are bound by this Agreement to the same extent as Developer. G. Severability. If any provision of this Agreement, or any Section, sentence, clause, phrase or word, or the application thereof, in any circumstance, is held to be invalid, the remainder of this Agreement shall be construed as if such invalid part were never included herein, and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. H. Choice of Law / Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, and any court proceedings between the Parties hereto shall be brought in Cook County, Illinois. I. Entire Contract and Amendments. This Agreement (together with the exhibits attached hereto) is the entire contract between the Village and the Developer relating to the subject matter hereof, supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Village and the Developer, and may not be modified or amended except by a written instrument executed by the Parties hereto. 391766_7 33 VILLAGE DRAFT— 3-16-18 J. Third Parties. Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any other Person other than the Village and the Developer, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third parties to the Village and the Developer, nor shall any provision give any third parties any rights of subrogation or action over or against the Village or the Developer. This Agreement is not intended to and does not create any third party beneficiary rights whatsoever. K. Waiver. Any Party to this Agreement may elect to waive any right or remedy it may enjoy hereunder, provided that no such waiver shall be deemed to exist unless such waiver is in writing. No such waiver shall obligate the waiver of any other right or remedy hereunder, or shall be deemed to constitute a waiver of other rights and remedies provided pursuant to this Agreement. L. Cooperation and Further Assurances. The Village and the Developer each covenant and agree that each will do, execute, acknowledge and deliver or cause to be done, executed and delivered, such agreements, instruments and documents supplemental hereto and such further acts, instruments, pledges and transfers as may be reasonably required for the better clarifying, assuring, mortgaging, conveying, transferring, pledging, assigning and confirming unto the Village or the Developer, or other appropriate Persons, all and singular the rights, property and revenues covenanted, agreed, conveyed, assigned, transferred and pledged under or in respect of this Agreement. M. No Joint Venture, Agency or Partnership Created. Nothing in this Agreement, or any actions of the Parties to this Agreement, shall be construed by the Parties or any third party to create the relationship of a partnership, agency or joint venture between or among such Parties. N. No Personal Liability of Officials of the Village or the Developer. No covenant or agreement contained in this Agreement shall be deemed to be the covenant or agreement of the Corporate Authorities, Village Manager, any elected official, officer, partner, member, shareholder, manager, director, agent, employee or attorney of the Village or the Developer, in his or her individual capacity, and no elected official, officer, partner, member, director, agent, employee or attorney of the Village or the Developer shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of or in connection with or arising out of the execution, delivery and performance of this Agreement, or any failure in that connection. 391766_7 34 VILLAGE DRAFT— 3-16-18 O. Repealer. To the extent that any ordinance, resolution, rule, order or provision of the Village's code of ordinances, or any part thereof, is in conflict with the provisions of this Agreement, the provisions of this Agreement shall be controlling, to the extent lawful. P. Term. This Agreement shall remain in full force and effect until the termination of the Redevelopment Project Area, except with regard to Section VI.D.2(iv), which shall continue in effect, if the Property Tax Backstop is being paid, until the expiration of the Village's obligation to pay the Property Tax Backstop. Q. Estoppel Certificates. Each of the Parties hereto agrees to provide the other, upon not less than fifteen (15) days prior request, a certificate ("Estoppel Certificate") certifying that this Agreement is in full force and effect (unless such is not the case, in which case such Party shall specify the basis for such claim), that the requesting Party is not in default of any term, provision or condition of this Agreement beyond any applicable notice and cure provision (or specifying each such claimed default) and certifying such other matters reasonably requested by the requesting Party. If either Party fails to comply with this provision within the time limit specified, and if, after an additional seven (7) days' notice there still is no compliance, then said non-complying Party shall be deemed to have appointed the other as its attorney-in-fact for execution of same on its behalf as to that specific request only. R. Assignment. This Agreement, and the rights and obligations hereunder, may not be assigned by Developer prior to the date the Village issues Developer a Certificate of Project Completion, unless the Village consents in writing to such assignment which consent shall not be unreasonably withheld or delayed, and unless the assignee consents in writing to be bound by the terms of this Agreement. Thereafter, Developer may sell or transfer the Property, and assign its right, duties and obligations hereunder, without the consent or approval of the Village. S. Municipal Limitations. All Village commitments hereunder are limited to the extent required by law. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on or as of the day and year first above written. VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporation ATTEST: By: By: 391766_7 35 VILLAGE DRAFT— 3-16-18 Arlene Juracek, Mayor Karen Agoranos, Deputy Village Clerk an Illinois limited liability company By: Manager 391766_7 36 VILLAGE DRAFT— 3-16-18 ACKNOWLEDGMENT State of Illinois ) ) SS County of Cook ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that Arlene Juracek and Karen Agoranos, personally known to me to be the Mayor and Deputy Village Clerk of the Village of Mount Prospect, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Mayor and Deputy Village Clerk, they signed and delivered the said instrument and caused the corporate seal of said municipal corporation to be affixed thereto, pursuant to authority given by the Board of Trustees of said Illinois home rule municipal corporation, as their free and voluntary act, and as the free and voluntary act and deed of said Illinois home rule municipal corporation, for the uses and purposes therein set forth. GIVEN under my hand and official seal, this day of , 201 . Notary Public 391766_7 37 VILLAGE DRAFT— 3-16-18 ACKNOWLEDGMENT State of Illinois ) ) SS County of Cook ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that personally known to me to be the Manager, of , and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Manager, he/she signed and delivered the said pursuant to authority given by the limited liability company, as his/her free and voluntary act, and as the free and voluntary acts and deeds of said limited liability company, for the uses and purposes therein set forth. GIVEN under my hand and official seal, this day of , 201 . Notary Public 391766_7 38 VILLAGE DRAFT— 3-16-18 EXHIBIT A-1 Prospect and Main TIF District Legal Description Legal Description: THAT PART OF SECTIONS 11 & 12 IN TOWNSHIP 41 NORTH, RANGE 11 EAST AND SECTIONS 33 & 34 IN TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID, BEING ALSO THE CENTER LINE OF MT. PROSPECT ROAD, AND THE SOUTHWESTERLY LINE OF NORTHWEST HIGHWAY, BEING ALSO THE NORTHEASTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY; THENCE SOUTH ALONG SAID EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 12 AND THE CENTER LINE OF MT. PROSPECT ROAD TO THE SOUTHWESTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY, BEING ALSO THE NORTHEASTERLY LINE OF PROSPECT AVENUE; THENCE SOUTHWESTERLY TO THE INTERSECTION OF THE WEST LINE OF MT. PROSPECT ROAD WITH THE SOUTHWESTERLY LINE OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF PROSPECT AVENUE TO THE WEST LINE OF THE EAST 205 FEET OF LOT 1 IN GLEICH'S INDUSTRIAL PARK, A SUBDIVISION OF PART OF THE WEST HALF OF THE NORTHEAST QUARTER AND PART OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID; THENCE SOUTH ALONG SAID WEST LINE OF THE EAST 205 FEET OF LOT 1 IN GLEICH'S INDUSTRIAL PARK TO THE SOUTHERLY LINE OF LOT 1 AFORESAID; THENCE NORTHWESTERLY ALONG SAID SOUTHERLY LINE OF LOT 1 IN GLEICH'S INDUSTRIAL PARK TO THE EAST LINE OF SCHOOL STREET; THENCE SOUTH ALONG SAID EAST LINE OF SCHOOL STREET TO THE NORTHEASTERLY LINE OF LINCOLN STREET; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF LINCOLN STREET AND THE SOUTHEASTERLY EXTENSION THEREOF TO THE EAST LINE OF WILLIAM STREET; THENCE SOUTH ALONG SAID EAST LINE OF WILLIAM STREET TO THE SOUTH LINE OF SHA-BONEE TRAIL; THENCE WEST ALONG SAID SOUTH LINE OF SHA-BONEE TRAIL TO THE EAST LINE OF SCHOOL STREET; 391766_7 39 VILLAGE DRAFT- 3-16-18 THENCE SOUTH ALONG SAID EAST LINE OF SCHOOL STREET TO THE SOUTH LINE OF COUNCIL TRAIL; THENCE WEST ALONG SAID SOUTH LINE OF COUNCIL TRAIL TO THE SOUTHERLY EXTENSION OF THE EAST LINE OF LOT 12 IN ELLENDALE, A SUBDIVISION IN THE SOUTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE NORTH ALONG SAID SOUTHERLY EXTENSION AND THE EAST LINE OF LOT 12 IN ELLENDALE TO THE NORTH LINE THEREOF; THENCE WEST ALONG SAID NORTH LINE OF LOT 12 IN ELLENDALE TO THE EAST LINE OF LOT 3 IN ELLENDALE AFORESAID; THENCE NORTH ALONG SAID EAST LINE OF LOT 3 IN ELLENDALE AND THE NORTHERLY EXTENSION THEREOF TO THE NORTH LINE OF MOEHLING DRIVE; THENCE WEST ALONG SAID NORTH LINE OF MOEHLING DRIVE AND THE WESTERLY EXTENSION THEREOF TO THE WEST LINE OF MAPLE STREET; THENCE NORTH ALONG SAID WEST LINE OF MAPLE STREET TO THE NORTH LINE OF THE SOUTH 270 FEET OF LOT 2 IN ETHEL BUSSE'S SUBDIVISION OF PART OF THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE WEST ALONG SAID NORTH LINE OF THE SOUTH 270 FEET OF LOT 2 IN ETHEL BUSSE'S SUBDIVISION TO THE EAST LINE OF LOTS 35 THRU 42 IN BUSSE'S RESUBDIVISION OF LOT "A" IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT AFORESAID; THENCE NORTH ALONG SAID EAST LINE OF LOTS 35 THRU 42 IN BUSSE'S RESUBDIVISION TO THE EAST LINE OF LOT 2 IN MILLER RESUBDIVISION OF LOTS 1 TO 3 & 43 IN BUSSE'S SUBDIVISION OF LOT "A" IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT AFORESAID; THENCE NORTH ALONG SAID EAST LINE OF LOT 2 IN MILLER RESUBDIVISION TO THE SOUTHWESTERLY LINE OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF PROSPECT AVENUE TO THE WESTERLY LINE OF LOT 2 IN MILLER RESUBDIVISION AFORESAID; THENCE SOUTHEASTERLY ALONG SAID WESTERLY LINE OF LOT 2 IN MILLER RESUBDIVISION TO A BEND THEREIN; THENCE SOUTH ALONG SAID WESTERLY LINE OF LOT 2 IN MILLER RESUBDIVISION TO THE NORTH LINE OF LOT 3 IN MILLER RESUBDIVISION AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 3 IN MILLER RESUBDIVISION TO THE MOST EASTERLY WEST LINE OF LOT 2 IN MILLER RESUBDIVISION AFORESAID; THENCE SOUTH ALONG SAID MOST EASTERLY WEST LINE OF LOT 2 IN MILLER RESUBDIVISION TO A BEND THEREIN; 391766_7 40 VILLAGE DRAFT- 3-16-18 THENCE SOUTHEASTERLY ALONG SAID MOST EASTERLY WEST LINE OF LOT 2 IN MILLER RESUBDIVISION TO THE EAST LINE THEREOF, AND THE NORTH LINE OF LOT 42 IN BUSSE'S RESUBDIVISION AFORESAID; THENCE WEST ALONG SAID NORTH LINE OF LOT 42 IN BUSSE'S RESUBDIVISION AND THE WESTERLY EXTENSION THEREOF TO THE WEST LINE OF EMERSON STREET; THENCE NORTH ALONG SAID WEST LINE OF EMERSON STREET TO THE SOUTH LINE OF LOT 11 IN BUSSE'S RESUBDIVISION AFORESAID; THENCE WEST ALONG SAID SOUTH LINE OF LOT 11 IN BUSSE'S RESUBDIVISION TO THE EAST LINE OF LOTS 5 THRU 9 IN BLOCK 1 IN MEIER'S ADDITION TO MT. PROSPECT IN THE NORTHWEST QUARTER OF SECTION AFORESAID, LYING SOUTH OF THE RIGHT OF WAY OF THE CHICAGO & NORTHWESTERN RAILWAY; THENCE NORTH ALONG SAID EAST LINE OF LOTS 5 THRU 9 IN BLOCK 1 IN MEIER'S ADDITION TO MT. PROSPECT TO THE NORTH LINE OF LOT 5 AFORESAID; THENCE WEST ALONG SAID NORTH LINE OF LOT 5 IN BLOCK 1 IN MEIER'S ADDITION TO MT. PROSPECT AND THE WESTERLY EXTENSION THEREOF TO THE WEST LINE OF MAIN STREET; THENCE NORTH ALONG SAID WEST LINE OF MAIN STREET TO THE NORTH LINE OF LOT 24 IN BLOCK 4 IN MEIER'S ADDITION TO MT. PROSPECT AFORESAID; THENCE WEST ALONG SAID NORTH LINE OF LOT 24 IN BLOCK 4 IN MEIER'S ADDITION TO MT. PROSPECT TO THE WEST LINE OF THE 20 FOOT WIDE ALLEY EAST OF WILLE STREET; THENCE NORTH ALONG SAID WEST LINE OF THE 20 FOOT WIDE ALLEY EAST OF WILLE STREET TO THE SOUTH LINE OF EVERGREEN AVENUE; THENCE WEST ALONG SAID SOUTH LINE OF EVERGREEN AVENUE TO THE WEST LINE OF WILLE STREET; THENCE NORTH ALONG SAID WEST LINE OF WILLE STREET TO THE SOUTH LINE OF LOT 13 IN BUSSE'S RESUBDIVISION OF LOTS 1 TO 6, INCLUSIVE, OF RESUBDIVISION OF LOTS 1 TO 6, INCLUSIVE, IN BLOCK 4, ALOS OF LOTS 2 & 3 IN BLOCK 5, ALL OF BLOCK 6, LOT 13 TO 24, INCLUSIVE, IN BLOCK 7, LOTS 17 TO 20 IN BLOCK 8 ALL IN MEIER'S ADDITION TO MT. PROSPECT IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE WEST ALONG SAID SOUTH LINE OF LOT 13 IN BUSSE'S RESUBDIVISION TO THE WEST LINE OF LOTS 13 AND 14 IN BUSSE'S RESUBDIVISION; THENCE NORTH ALONG SAID WEST LINE OF LOTS 13 AND 14 IN BUSSE'S RESUBDIVISION TO THE SOUTHWESTERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE AND THE NORTHWESTERLY EXTENSION THEREOF TO THE WEST LINE OF PINE STREET; 391766_7 41 VILLAGE DRAFT- 3-16-18 THENCE NORTH ALONG SAID WEST LINE OF PINE STREET TO THE SOUTHERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE; THENCE WEST AND NORTHWESTERLY ALONG SAID SOUTHERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE AND THE NORTHWESTERLY EXTENSION THEREOF TO ITS INTERSECTION WITH THE SOUTH LINE OF BUSSE AVENUE; THENCE WEST ALONG SAID SOUTH LINE OF BUSSE AVENUE TO THE SOUTHERLY EXTENSION OF THE WEST LINE OF THE 20 FOOT WIDE ALLEY WEST OF ELMHURST AVENUE; THENCE NORTH ALONG SAID SOUTHERLY EXTENSION AND THE WEST LINE OF THE 20 FOOT WIDE ALLEY WEST OF ELMHURST AVENUE TO THE SOUTHWESTERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE AND THE NORTHWESTERLY EXTENSION THEREOF TO THE WEST LINE OF I-OKAAVENUE; THENCE NORTH ALONG SAID WEST LINE OF I-OKA AVENUE TO THE SOUTHERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE; THENCE WEST AND NORTHWESTERLY ALONG SAID SOUTHERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE AND THE NORTHWESTERLY EXTENSION THEREOF TO THE WEST LINE OF HI-LUSI AVENUE; THENCE NORTH ALONG SAID WEST LINE OF HI-LUSI AVENUE TO THE SOUTHWESTERLY LINE OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF PROSPECT AVENUE TO THE SOUTH LINE OF CENTRAL ROAD; THENCE WEST ALONG SAID SOUTH LINE OF CENTRAL ROAD TO THE EAST LINE OF LOT 8 IN H.ROY BERRY CO.S' COLONIAL MANOR, A SUBDIVISION OF PART OF THE NORTHEAST QUARTER OF SECTION 11 AND PART OF THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE SOUTH ALONG SAID EAST LINE OF LOT 8 IN H.ROY BERRY CO.S' COLONIAL MANOR AND THE SOUTHERLY EXTENSION THEREOF TO THE SOUTH LINE OF THE 16 FOOT WIDE ALLEY SOUTH OF CENTRAL ROAD; THENCE WEST ALONG SAID SOUTH LINE OF THE 16 FOOT WIDE ALLEY SOUTH OF CENTRAL ROAD TO THE WEST LINE OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 11 AFORESAID; THENCE NORTH ALONG SAID WEST LINE OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 11 TO THE SOUTH LINE OF CENTRAL ROAD; 391766_7 42 VILLAGE DRAFT- 3-16-18 THENCE WEST ALONG SAID SOUTH LINE OF CENTRAL ROAD TO THE SOUTHERLY EXTENSION OF THE WEST LINE OF MILLERS LANE; THENCE NORTH ALONG SAID SOUTHERLY EXTENSION AND THE WEST LINE OF MILLERS LANE TO THE WESTERLY EXTENSION OF THE SOUTH LINE OF LOT 11 IN MILLERS STATION SUBDIVISION, A RESUBDIVISION OF LOT 1 IN TRADE SERVICE PUBLICATIONS SUBDIVISION AND PART OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 33 AFORESAID; THENCE EAST ALONG SAID WESTERLY EXTENSION AND THE SOUTH LINE OF LOT 11 IN MILLERS STATION SUBDIVISION AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF CATHY LANE; THENCE NORTH ALONG SAID EAST LINE OF CATHY LANE TO THE EAST LINE OF LOT 12 IN MILLERS STATION SUBDIVISION AFORESAID; THENCE NORTH ALONG SAID EAST LINE OF LOT 12 IN MILLERS STATION SUBDIVISION AND THE NORTHERLY EXTENSION THEREOF TO THE SOUTHWESTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY; THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY LINE OF THE CHICAGO & NORTHWESTER RAILWAY RIGHT OF WAY TO THE EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 33 AFORESAID; THENCE NORTH ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 33 AFORESAID TO THE WESTERLY EXTENSION OF THE NORTH LINE OF HENRY STREET; THENCE EAST ALONG SAID WESTERLY EXTENSION AND THE NORTH LINE OF HENRY STREET TO THE EAST LINE OF FAIRVIEW AVENUE; THENCE SOUTH ALONG SAID EAST LINE OF FAIRVIEW AVENUE TO THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY TO THE WEST LINE OF PROSPECT MANOR AVENUE; THENCE EAST PERPENDICULAR TO THE WEST LINE OF FAIRVIEW AVENUE TO THE EAST LINE OF PROSPECT MANOR AVENUE; THENCE SOUTH ALONG SAID EAST LINE OF PROSPECT MANOR AVENUE TO THE NORTH LINE OF WALNUT STREET; THENCE EAST ALONG SAID NORTH LINE OF WALNUT STREET AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF RIDGE AVENUE; THENCE SOUTH ALONG SAID EAST LINE OF RIDGE AVENUE TO THE NORTH LINE OF LOT 1 IN FRIEDRICH'S SUBDIVISION OF LOTS 4 & 5 IN BLOCK 25 IN PROSPECT MANOR, A SUBDIVISION OF THE SOUTH 3/4 OF THE WEST HALF OF THE WEST HALF OF SECTION 34 AFORESAID; 391766_7 43 VILLAGE DRAFT- 3-16-18 THENCE EAST ALONG SAID NORTH LINE OF LOT 1 IN FRIEDRICH'S SUBDIVISION TO THE WEST LINE OF ELMHURST AVENUE; THENCE NORTH ALONG SAID WEST LINE OF ELMHURST AVENUE TO THE WESTERLY EXTENSION OF THE NORTH LINE OF THE PLAT OF CONSOLIDATION OF THE WEST 70 FEET OF LOTS 1 THRU 10 IN BLOCK 3 AND PART OF BLOCK 4 IN THE ERNST BUSSE ADDITION TO MT. PROSPECT IN THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 34 AFORESAID; THENCE EAST ALONG SAID WESTERLY EXTENSION AND THE NORTH LINE OF THE PLAT OF CONSOLIDATION TO THE EAST LINE OF LOT 1 IN THE PLAT OF CONSOLIDATION AFORESAID; THENCE SOUTH ALONG SAID EAST LINE LOT 1 IN THE PLAT OF CONSOLIDATION TO THE NORTH LINE OF CENTRAL ROAD; THENCE EAST ALONG SAID NORTH LINE OF CENTRAL ROAD TO THE EAST LINE OF PINE STREET; THENCE SOUTH ALONG SAID EAST LINE OF PINE STREET TO THE NORTHEASTERLY LINE OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF NORTHWEST HIGHWAY TO THE WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION OF LOTS 18 & 19 AND THE NORTH 22 FEET OF LOT 17 IN BLOCK 2 OF BUSSE &WILDE'S RESUBDIVISION IN MT. PROSPECT TOGETHER WITH LOT "A" IN CORPORATE SUBDIVISION NO. 8 VILLAGE OF MT. PROSPECT AND LOT 1 IN WILLE'S RECONSOLIDATION IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE NORTHEASTERLY ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 38.06 FEET TO A BEND THEREIN; THENCE EAST ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 28.07 FEET TO A BEND THEREIN; THENCE NORTHEASTERLY ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 18.61 FEET TO A BEND THEREIN; THENCE EAST ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 30.63 FEET TO A BEND THEREIN; THENCE NORTH ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 65.92 FEET TO THE NORTH LINE THEREOF; THENCE EAST ALONG SAID NORTH LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION TO THE WEST LINE OF WILLE STREET; THENCE EAST TO THE EAST LINE OF WILLE STREET AT THE SOUTHWEST CORNER OF LOT 1 IN PROSPECT PLACE PLAT OF RESUBDIVISION OF SUNDRY LOTS AND VACATED 391766_7 44 VILLAGE DRAFT- 3-16-18 ALLEYS OF VARIOUS SUBDIVISIONS IN THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE EAST ALONG THE SOUTH LINE OF LOT 1 IN PROSPECT PLACE PLAT OF RESUBDIVISION TO THE EAST LINE THEREOF; THENCE NORTH ALONG SAID EAST LINE OF LOT 1 IN PROSPECT PLACE PLAT OF RESUBDIVISION TO THE SOUTH LINE OF CENTRAL ROAD; THENCE WEST ALONG SAID SOUTH LINE OF CENTRAL ROAD TO THE SOUTHERLY EXTENSION OF THE WEST LINE OF LOT 1 IN TRAPANI'S RESUBDIVISION OF LOT "A" IN BLOCK 1 IN THE ERNST BUSSE ADDITION TO MT. PROSPECT AND LOT "A" IN HILLCREST SUBDIVISION IN THE SOUTHWEST QUARTER OF SECTION 34 AFORESAID; THENCE NORTH ALONG SAID SOUTHERLY EXTENSION AND THE WEST LINE OF LOT 1, AND THE WEST LINE OF LOT 2 IN TRAPANI'S RESUBDIVISION AND THE NORTHERLY EXTENSION THEREOF TO THE NORTH LINE OF HENRY STREET; THENCE EAST ALONG SAID NORTH LINE OF HENRY STREET TO THE EAST LINE OF MAIN STREET; THENCE SOUTH ALONG SAID EAST LINE OF MAIN STREET TO THE NORTH LINE OF CENTRAL ROAD; THENCE EAST ALONG SAID NORTH LINE OF CENTRAL ROAD TO THE EAST LINE OF EMERSON STREET; THENCE SOUTH ALONG SAID EAST LINE OF EMERSON STREET TO THE NORTH LINE OF LOT 13 IN BLOCK 5 IN BUSSE &WILLE'S RESUBDIVISION IN MT. PROSPECT IN THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 13 IN BLOCK 5 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE EAST LINE THEREOF; THENCE SOUTH ALONG SAID EAST LINE OF LOT 13 IN BLOCK 5 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE NORTH LINE OF BUSSE AVENUE; THENCE EAST ALONG SAID NORTH LINE OF BUSSE AVENUE TO THE EAST LINE OF MAPLE STREET; THENCE SOUTH ALONG SAID EAST LINE OF MAPLE STREET TO THE NORTH LINE OF LOT 9 IN BLOCK 11 IN BUSSE &WILLE'S RESUBDIVISION IN MT. PROSPECT AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 9 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE EAST LINE THEREOF; THENCE SOUTH ALONG SAID EAST LINE OF LOT 9 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE SOUTH LINE THEREOF; THENCE SOUTHWESTERLY ALONG SAID SOUTH LINE OF LOT 9 IN BLOCK 11 IN BUSSE &WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE EAST LINE OF LOT 12 IN BLOCK 11 391766_7 45 VILLAGE DRAFT- 3-16-18 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT, BEING ALSO THE WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT OF LOTS 2, 3, 4 & OUT LOT 1 IN TAX INCREMENT FINANCE SUBDIVISION NO. 1, A RESUBDIVISION OF LOTS A & B IN THE RESUBDIVISION OF LOTS 2 TO 6, PART OF LOT 1 IN THE SUBDIVISION OF BLOCK 10, LOT 16 IN BUSSE'S SUBDIVISION, LOTS 13 TO 15 IN BLOCK 11 & PART OF BLOCK 9 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE SOUTH ALONG SAID WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT 172.45 FEET TO A BEND THEREIN; THENCE WEST ALONG SAID WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT 4.63 FEET TO A BEND THEREIN; THENCE SOUTH ALONG SAID WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT 147.65 FEET TO A BEND THEREIN; THENCE SOUTHWESTERLY ALONG SAID WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT TO THE NORTHEASTERLY LINE OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF NORTHWEST HIGHWAY TO THE NORTHWESTERLY LINE OF LOT 1 IN TAX INCREMENT FINANCE SUBDIVISION NO. 1, A RESUBDIVISION OF PARTS OF BLOCKS 9, 10 & 11 IN BUSSE & WILLE'S RESUBDIVISION IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE OF LOT 1 IN TAX INCREMENT FINANCE SUBDIVISION NO. 1 TO THE NORTHEASTERLY LINE THEREOF; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF LOT 1 IN TAX INCREMENT FINANCE SUBDIVISION NO. 1 TO THE NORTH LINE OF LOT A IN GEORGE R. BUSSE'S RESUBDIVISION OF PART OF BLOCK 9 IN BUSSE &WILLE'S RESUBDIVISION IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT A IN GEORGE R. BUSSE'S RESUBDIVISION AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF SCHOOL STREET; THENCE SOUTH ALONG SAID EAST LINE OF SCHOOL STREET TO THE NORTH LINE OF THE SOUTH HALF OF LOT 33 IN MT. PROSPECT SUBDIVISION IN SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF THE SOUTH HALF OF LOT 33 IN MT. PROSPECT SUBDIVISION AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF THE 16 FOOT WIDE ALLEY EAST OF SCHOOL STREET; THENCE SOUTH ALONG SAID EAST LINE OF THE 16 FOOT ALLEY EAST OF SCHOOL STREET TO THE NORTH LINE OF LOT 1 IN BRUCE'S RESUBDIVISION IN MT. PROSPECT OF LOTS 22 TO 27 IN BLOCK 20 IN MT. PROSPECT SUBDIVISION IN SECTION 12 AFORESAID; 391766_7 46 VILLAGE DRAFT- 3-16-18 THENCE EAST ALONG SAID NORTH LINE OF LOT 1 IN BRUCE'S RESUBDIVISION IN MT. PROSPECT AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF OWEN STREET; THENCE SOUTH ALONG SAID EAST LINE OF OWEN STREET TO THE NORTHWESTERLY EXTENSION OF THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHWESTERLY EXTENSION AND THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY AND THE SOUTHEASTERLY EXTENSION THEREOF TO THE EAST LINE OF LOUIS STREET; THENCE SOUTH ALONG SAID EAST LINE OF LOUIS STREET TO THE NORTHERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE EAST AND SOUTHEASTERLY ALONG SAID NORTHERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY AND THE SOUTHEASTERLY EXTENSION THEREOF TO THE EAST LINE OF EDWARDS STREET; THENCE SOUTH ALONG SAID EAST LINE OF EDWARDS STREET TO THE NORTH LINE OF LINCOLN STREET; THENCE EAST ALONG SAID NORTH LINE OF LINCOLN STREET TO THE NORTHERLY EXTENSION OF THE EAST LINE OF LOT 1 IN OLIVER'S RESUBDIVISION OF LOTS 12 & 13 IN H. ROY BERRY COMPANY'S MAPLEWOOD HEIGHTS (EXCEPT THE SOUTHERLY 66 FEET FOR ROAD) ALSO BLOCK 26 IN BUSSE'S EASTERN ADDITION TO MT. PROSPECT IN THE EAST HALF OF SECTION 12 AFORESAID; THENCE SOUTH ALONG SAID NORTHERLY EXTENSION AND THE EAST LINE OF LOT 1 IN OLIVER'S RESUBDIVISION TO THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY TO THE EAST LINE OF GEORGE STREET; THENCE NORTH ALONG SAID EAST LINE OF GEORGE STREET TO THE NORTH LINE OF LOT 17 IN MAPLEWOOD HEIGHTS, A SUBDIVISION NORTH OF THE RAILROAD IN THE DIVISION OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 17 IN MAPLEWOOD HEIGHTS TO THE EAST LINE THEREOF; THENCE SOUTH ALONG SAID EAST LINE OF LOT 17 IN MAPLEWOOD HEIGHTS TO THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY TO THE WEST LINE OF LOT 65 IN MAPLEWOOD HEIGHTS AFORESAID; 391766_7 47 VILLAGE DRAFT- 3-16-18 THENCE NORTH ALONG SAID WEST LINE OF LOT 65 IN MAPLEWOOD HEIGHTS TO THE NORTH LINE THEREOF; THENCE EAST ALONG SAID NORTH LINE OF LOT 65 IN MAPLEWOOD HEIGHTS AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID, BEING ALSO THE CENTER LINE OF MT. PROSPECT ROAD; THENCE SOUTH ALONG SAID EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID, BEING ALSO THE CENTER LINE OF MT. PROSPECT ROAD, TO THE SOUTHWESTERLY LINE OF NORTHWEST HIGHWAY, BEING ALSO THE NORTHEASTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY, AND THE POINT OF BEGINNING; EXCEPTING THEREFROM THAT PART OF LOT 1 IN DESIDERATA SUBDIVISION OF BLOCK 1 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT IN SECTION 12 AFORESAID, LYING NORTH OF A LINE DESCRIBED AS FOLLOWS: BEGINNING ON THE WEST LINE OF SAID LOT 1 AT POINT 246.07 FEET SOUTH OF THE NORTHWEST CORNER THEREOF; THENCE EAST PERPENDICULAR TO THE WEST LINE OF SAID LOT 1, A DISTANCE OF 67.34 FEET; THENCE NORTHEASTERLY ALONG A LINE DRAWN PERPENDICULAR TO THE SOUTHWESTERLY LINE OF LOT 1, A DISTANCE OF 65.76 FEET; THENCE EAST PERPENDICULAR TO THE WEST LINE OF SAID LOT 1, A DISTANCE OF 55.38 FEET TO THE MOST WESTERLY EAST LINE OF SAID LOT 1, AND THE POINT OF TERMINUS OF SAID LINE; ALSO EXCEPTING THEREFROM ALL OF VILLAGE CENTRE PHASE 1-13 PLAT OF RESUBDIVISION OF LOTS 6, 7, 8, 9 IN BLOCK 13 IN BUSSE &WILLE'S RESUBDIVISION IN MT. PROSPECT AND PARTS OF LOTS 8, 9, 10 IN BLOCK 15 IN MT. PROSPECT SUBDIVISION IN SECTION 12 AFORESAID; IN COOK COUNTY, ILLINOIS. 391766_7 48 VILLAGE DRAFT— 3-16-18 EXHIBIT A-2 Prospect and Main TIF District Map Map: Prospect & Main Proposed RPA Boundary O E HENRY ST riT l 2 CENTRAL RD a m W BUSSE AVE w O O j O 0 O _' O w O N o oma. z E MILBURN AVE 4 rn W LINCOLN ST 0 a G x ABONEE TRL g Proposed RPA Boundary _ Parcels in RPA U YVluleh 391766_7 49 VILLAGE DRAFT— 3-16-18 EXHIBIT B-1 Legal Description of the Village Property PARCEL 2: THAT PART OF LOT 2 IN BLOCK 3 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT IN THE WEST 1/2 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE WEST LINE OF THE EAST 60 FEET OF SAID LOT 2 WITH THE NORTH LINE OF BUSSE AVENUE AS DEDICATED BY DOCUMENT NO. 342070; THENCE WESTWARD ALONG THE SAID NORTH LINE, A DISTANCE OF 50.01 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 06 MINUTES 53 SECONDS EAST, PARALLEL WITH THE EAST LINE OF SAID LOT 2 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, 101.08 FEET TO A POINT ON A LINE THAT IS THE WESTERLY EXTENSION OF THE SOUTHERNMOST LINE OF LOT 2 IN MOUNT PROSPECT CENTRAL DISTRICT SUBDIVISION OF PART OF THE WEST 1/2 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 23, 1949 AS DOCUMENT 1275902; THENCE NORTH 89 DEGREES 35 MINUTES 57 SECONDS EAST, ALONG SAID WESTERLY EXTENSION, 27.00 FEET; THENCE SOUTH 00 DEGREES 06 MINUTES 44 SECONDS WEST, PARALLEL WITH THE EAST LINE OF SAID LOT 2 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, 100.88 FEET TO THE NORTH LINE OF BUSSE AVENUE; THENCE SOUTH 89 DEGREES 10 MINUTES 36 SECONDS WEST, ALONG THE NORTH LINE OF BUSSE AVENUE, 27.01 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-102-030 & 058 Common Address: 32 W. Busse Ave. PARCEL 3: LOT 1 IN IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT, BEING A RESUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ON OCTOBER 27, 1986 AS DOCUMENT LR35-61-889, EXCEPTING THEREFROM THE FOLLOWING TRACT DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 1; THENCE SOUTH 00 DEGREES 06 MINUTES 53 SECONDS WEST, ALONG THE EAST LINE OF SAID LOT 1, A DISTANCE OF 23.07 FEET; THENCE SOUTH 89 DEGREES 35 MINUTES 57 SECONDS WEST 46.73 FEET TO THE WEST LINE OF SAID LOT 1; THENCE NORTH 00 DEGREES 08 MINUTES 52 SECONDS WEST, ALONG SAID WEST LINE, 24.71 FEET TO THE NORTH LINE OF SAID LOT 1; THENCE SOUTH 88 DEGREES 23 MINUTES 49 SECONDS EAST, ALONG SAID NORTH LINE, 46.86 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-102-057 Common Address: 34 W. Busse Ave. 391766_7 50 VILLAGE DRAFT— 3-16-18 PARCEL 4: LOT 2 IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT BEING A RESUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO PLAT THEREOF REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ON OCTOBER 27, 1986 AS DOCUMENT NUMBER LR3561889, EXCEPT THEREFROM THE FOLLOWING DESCRIBED PROPERTY: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 00 DEGREES 06 MINUTES 44 SECONDS WEST, ALONG THE EAST LINE OF SAID LOT 2 A DISTANCE OF 21.32 FEET; THENCE SOUTH 89 DEGREES 35 MINUTES 57 SECONDS WEST 23.00 FEET TO THE WEST LINE OF SAID LOT 2; THENCE NORTH 00 DEGREES 06 MINUTES 44 SECONDS EAST, ALONG SAID WEST LINE 22.12 FEET TO THE NORTH LINE OF SAID LOT 2; THENCE SOUTH 88 DEGREES 23 MINUTES 49 SECONDS EAST, ALONG SAID NORTH LINE, 23.00 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-102-059 Common Address: 30 W. Busse Ave. PARCEL 5: THAT PART OF WEST BUSSE AVENUE AND WILLIE STREET IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 1 OF DUNKIN, DONUTS RESUBDIVISION OF SUBLOT 1 IN THE RESUBDIVISION OF LOTS 4 AND 5 IN BLOCK 16 IN JOHN MEYN'S SUBDIVISION OF PART OF BLOCK 16 OF MT. PROSPECT, A SUBDIVISION IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN; THENCE S01°09'25"E ALONG THE WEST LINE OF SAID LOT 1 FOR A DISTANCE OF 14.74 FEET TO A POINT OF CURVE ON THE WEST LINE OF SAID LOT 1; THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT BEING THE WESTERLY LINE OF SAID LOT 1, SAID CURVE HAVING AN ARC LENGTH OF 37.97 FEET, A RADIUS OF 20.00 FEET, A CHORD BEARING OF S05°01'24"E AND A CHORD LENGTH OF 32.52 FEET THE SOUTHWESTLY CORNER OF SAID LOT 1; THENCE N59°23'32"W ALONG THE NORTHWESTERLY EXTENTION OF SAID LOT 1, FOR A DISTANCE OF 69.89 FEET TO A POINT ON A LINE BEING THE SOUTHERLY EXTENTION OF THE WEST LINE OF LOT 1 IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT, BEING A RESUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ON OCTOBER 27, 1986 AS DOCUMENT LR35-61-889; THENCE N01°06'07"W ALONG SAID WEST LINE OF LOT 1 MEERSMAN RESUBDIVISION IN MOUNT PROSPECT AS EXTENDED SOUTH FOR A DISTANCE OF 118.03 FEET TO A POINT ON THE WEST LINE OF SAID LOT 1 MEERSMAN RESUBDIVISION IN MOUNT PROSPECT, SAID POINT BEING THE NORTHWEST CORNER OF VACATED WILLIE STREET RECORDED MAY 30, 2000 AS DOCUMENT NUMBER 454455: THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT, BEING THE EASTERLY LINE OF SAID VACATED WILLIE STREET, SAID CURVE HAVING AN ARC LENGTH OF 34.02 FEET, A RADIUS OF 50.00 FEET, A CHORD BEARING OF S20°24'06"E AND A CHORD LENGTH OF 33.37 FEET, TO THE SOUTHEAST CORNER OF SAID VACATED WILLIE STREET, ALSO BEING A POINT ON THE SOUTH LINE OF SAID LOT 1 IN MEERSMAN RESUBDIVISION AND ALSO BEING THE NORTH LINE OF BUSSE AVENUE AS DEDICATED PER DOCUMENT NUMBER 342070; THENCE N88°13'21"E ALONG SAID NORTH LINE OF BUSSE AVENUE FOR A DISTANCE OF 85.25 FEET TO THE SOUTHEAST CORNER OF LOT 2 SAID MEERSMAN RESUBDIVISION IN MOUNT PROSPECT: THENCE S00°50'31"E ALONG THE SOUTHERLY EXTENTION OF SAID LOT 2 IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT 391766_7 51 VILLAGE DRAFT— 3-16-18 FOR A DISTANCE OF 54.92 FEET; THENCE 359°23'32"E FOR A DISTANCE OF 42.07 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 1 IN DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1, SAID POINT BEING 27.18 FEET WEST OF THE NORTHEAST CORNER OF SAID LOT 1 IN DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1; THENCE S88°50'35"W ALONG THE NORTH LINE OF SAID LOT 1 IN DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1 FOR A DISTANCE OF 74.59 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: NA, (Busse Ave. right of way) Common Address: NA, (Busse Ave. right of way) 391766_7 52 VILLAGE DRAFT— 3-16-18 EXHIBIT B-2 Legal Description of the Adjacent Property LOT 1 OF DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1 IN THE RESUBDIVISION OF LOTS 4 AND 5 IN BLOCK 16 IN JOHN MEYN'S SUBDIVISION OF PART OF BLOCK 16 OF MT. PROSPECT, A SUBDIVISION IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-107-022 Common Address: 20 W. NW Highway 391766_7 53 VILLAGE DRAFT— 3-16-18 EXHIBIT C Site Plan for the Project r IRWIN" 777 IF , f q mfr /� 7� ✓ r r,"� //O,r ///,ii//�r G ;xa M .a flit Yo a �rr/ �r , r iii;. , , n� uw= nw- AN e ESTI SY4i1 — Nll/ /Ytlf1 / �lfi/ Ftl J 1 "rr,, ,✓,,,, rl��r,i�f'r ,,,, r,r ,, ,c„ %�/��li< 1 rcj % „" PROPOSED 911 PLAN Ea scn�r-u-• MM SMALL TRIANGLE SITE-PHASE I L m ARCHITECTS W.PROSPECT,ILLINOIS NICHOLAS law 391766_7 54 VILLAGE DRAFT— 3-16-18 EXHIBIT D Detailed Description of the Project A mixed-use planned unit development (PUD) known as 20 West Apartments consisting of a six (6) story building, including seventy-three (73) apartments and a two-story restaurant, and related off-site improvements. The off-site improvements would include closing off Busse Avenue at Wille Street and installing a roundabout and north driveway to the Village-owned alley, reconfiguring public parking within the Busse Triangle, expanding angled parking along Wille Street, and installing parallel parking along Northwest Highway. 391766_7 55 VILLAGE DRAFT— 3-16-18 EXHIBIT E Real Estate Sale Contract REAL ESTATE SALE CONTRACT (the "Contract") 1. This Contract shall be subject to the terms and conditions of the "Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois," entered into between the Seller and the Purchaser, (the "Redevelopment Agreement"), and, to the extent of any conflict between the terms of this Contract and said Redevelopment Agreement, the terms of the Redevelopment Agreement shall control. Capitalized terms shall have the meaning set forth in the Contract and the Redevelopment Agreement. 2. a (the "Purchaser") agrees to purchase at a price of and 00/100 Dollars($ .00)(the"Purchase Price"), on the terms set forth herein, the property legally described on Exhibit 1 attached hereto (the "Property"). 3. The Village of Mount Prospect(the "Seller") agrees to sell the Property, at the Purchase Price and on the terms and the conditions set forth herein, and to convey or cause to be conveyed to Purchaser thereto by a recordable Special Warranty Deed (the "Deed") subject to the Permitted Exceptions, together with the any and all personal property, including fixtures presently located thereon, which the Seller shall execute and deliver to Purchaser a bill of sale. 4. Seller shall, within twenty (20) business days after the effective date of this contract, deliver to Purchaser, at Seller's sole cost and expense, a current as-built ALTA/ACSM survey(the"Survey") of the Property, prepared by a registered land surveyor or engineer, licensed in the State of Illinois, prepared in accordance with the Minimum Standard Detail Requirements of a Class A Land Title Survey jointly established by the American Land Title Association and the American Congress on Surveying and Mapping, certified to the Title Company, Purchaser, and any lender of which Seller shall be notified, and in form sufficient to provide ALTA coverage and satisfy all reasonable lender requirements, if applicable. The Survey shall depict and include, without limiting the foregoing: the present location of all improvements or structures on the Property, including all encroachments of any part thereof onto adjoining land and all encroachments of any part of adjoining improvements onto the Property, parking spaces (by location and number), building lines and all easements whether recorded or visible(and, if recorded, by specific reference to recorded document numbers); access to public roads or ways; all underground and above ground utilities servicing the Property; and identification of each Permitted Exception capable of being geographically located, by locating the same on the Survey with reference to recording information. The Survey must be sufficient to cause the Title Company (as defined below) to delete the standard printed survey exception and to issue the title policy free from any survey objections or exceptions whatsoever, other than the Permitted Exceptions. Within ten (10) business days of receipt of the Survey, Purchaser and Seller shall agree in writing on those Survey exceptions subject to which Purchaser shall take title to the Property. Upon approval of the Survey by Seller and Purchaser, the legal description in Exhibit 1 shall be automatically revised to be that of the legal description in the Survey and Title Commitment. At either party's request, any changes to the legal description shall be confirmed in writing signed by both parties. 5. The time of closing (the "Closing") shall be as provided for in Section V. of the Redevelopment Agreement (the "Closing Date") or on the date, if any, to which such time is extended by reason 391766_7 56 VILLAGE DRAFT- 3-16-18 of paragraph 1 of the Conditions and Stipulations hereafter becoming operative (whichever date is later), unless subsequently mutually agreed otherwise, at the office of Chicago Title Insurance in downtown Chicago, Illinois, provided title is shown to be good or is accepted by Purchaser. 6. Each party hereto hereby represents and warrants to the other that, in connection with this transaction, no third-party broker or finder has been engaged or consulted by it or, through such party's actions (or claiming through such party), is entitled to compensation as a consequence of this transaction. Each party hereby defends, indemnifies and holds the other harmless against any and all claims of brokers, finders or the like, and against the claims of all third parties claiming any right to a commission or compensation by or through acts of that party or that party's partners, agents or affiliates in connection with this Contract. Each party's indemnity obligations shall include all damages, losses, costs, liabilities and expenses, including reasonable attorney's fees, which may be incurred by the other in connection with all matters against which the other is being indemnified hereunder. 7. This Contract is subject to the Conditions and Stipulations set forth on the following pages, which Conditions and Stipulations are made a part of this Contract. To the extent of any conflict between the terms of this Contract, the Conditions and Stipulations, and the Redevelopment Agreement, the terms of the Redevelopment Agreement shall control. 8. This Contract shall be deemed dated and become effective as of the date of the Redevelopment Agreement (the "Effective Date"). IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date next to their respective signature. SELLER: PURCHASER: VILLAGE OF MOUNT PROSPECT By: By Name: Name: Title: Title: Executed by Seller on Executed by Purchaser on 391766_7 57 VILLAGE DRAFT- 3-16-18 CONDITIONS AND STIPULATIONS 1. Seller shall deliver to Purchaser, a title commitment issued by Chicago Title Insurance Company (the "Title Company"), with the cost of said title commitment to be shared equally by Seller and Purchaser, in the amount of the Purchase Price, with extended coverage over the standard exceptions 1 through 5, (the "Title Commitment"), together with copies of all underlying title documents listed in the Title Commitment(the"Underlying Title Documents"), subject only to(i)covenants, conditions, restrictions and easements of record; (ii)all applicable laws and ordinances affecting the Property, including but not limited to, zoning, subdivision, public health, environmental and building; (iii) public and private easements, recorded and unrecorded for utilities and drainage and other purposes over, under and upon the Property; (iv)the restrictions and reservations, if any, contained in the Deed, provided that(i), (ii), (iii)and (iv) do not prevent the Purchaser, in Purchaser's reasonable judgment, from being able to proceed with the Project, as defined in the Redevelopment Agreement; (v) 2017 and 2018 general real estate taxes not yet due and payable and subsequent years; and (vi)acts done or suffered by or judgments against Purchaser (collectively, the "Permitted Exceptions"). If the Title Commitment, Underlying Title Documents or the Survey (as defined above) disclose exceptions to title, which are not acceptable to Purchaser, (the "Unpermitted Exceptions"), Purchaser shall have thirty(30)days from the later of the delivery of the Title Commitment, the Underlying Title Documents and the Survey to object to the Unpermitted Exceptions. Purchaser shall provide Seller with a title and survey objection letter (the "Purchaser's Objection Letter") listing those matters, which are not acceptable to Purchaser. Seller shall have thirty (30) days from the date of delivery of the Purchaser's Objection Letter ("Seller's Cure Period") to have the Unpermitted Exceptions removed from the Title Commitment or to cure such Unpermitted Exceptions or to have the Title Company commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions or to cure any Survey Defects, the time of Closing shall be extended thirty (30) days (the "Extended Title Closing Date") after Purchaser's receipt of a proforma title policy (the "Proforma Title Policy") reflecting the Title Company's commitment to insure the Unpermitted Exceptions. If Seller fails to have the Unpermitted Exceptions removed or in the alternative,to obtain a Title Commitment insuring the Unpermitted Exceptions or correcting the Survey Defects within the specified time, Purchaser may elect to either(i)terminate this Contract, or(ii) upon notice to Seller within ten (10)days after Purchaser's receipt of Seller's intention not to cure the Unpermitted Exceptions or Survey Defects, to take title as it then is with the right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount which are listed in the Title Commitment.All Unpermitted Exceptions, which the Title Company commits to insure, shall be included within the definition of Permitted Exceptions. The Proforma Title Policy shall be conclusive evidence of good title as shown therein as to all matters insured by the Title Company, subject only to the Permitted Exceptions. If Purchaser does not so elect, this Contract shall become null and void without further action of the parties. Seller also shall furnish Purchaser an affidavit of title in customary form covering the date of closing and showing title in Seller subject only to the Permitted Exceptions and any Unpermitted Exceptions or defects in the title disclosed by the Survey, if any, as to which the title insurer commits to extend insurance in the manner specified in this Paragraph. 2. General Property taxes, if any, shall be prorated as of the closing date on the basis of the prior year's taxes increased five percent (5%), unless the Seller has obtained an exemption for payment of real estate taxes from the Department of Revenue, in which event, the Purchaser shall be responsible for payment of real estate taxes on the day of Closing through to and including December 31, 2017 and subsequent years. 3. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this Contract. 391766_7 58 VILLAGE DRAFT- 3-16-18 4. In the event Seller fails to close this transaction in accordance with the terms hereof, the Purchaser may either seek specific performance or terminate its obligations hereunder, and, in the event of termination, all sums paid hereunder by Purchaser to the Seller or to the Title Company shall be refunded to Purchaser without deduction, together with any interest earned thereon. 5. This sale shall be closed through an escrow with the Title Company, in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then in use by the Title Company, with such special provisions inserted in the escrow agreement as may be required to conform with this Contract. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, payment of the Purchase Price and delivery of the Special Warranty Deed shall be made through the escrow and this Contract. The cost of the escrow shall be divided equally between Seller and Purchaser. 6. Time is of the essence of this Contract. If the date of Closing or any date for performance of any of the terms, conditions and provisions of this Agreement shall fall on a Saturday, Sunday or legal holiday, then the date of Closing or such performance shall be extended to the next business day. 7. Any and all notices, demands, consents and approvals required under this Contract shall be sent and deemed received: A)on the third business day after mailed by certified or registered mail, postage prepaid, return receipt requested, or B) on the next business day after deposit with a nationally-recognized overnight delivery service (such as Federal Express or Airborne) for guaranteed next business day delivery, if addressed to the parties as follows: If to Village: Arlene Juracek, Mayor Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: ajuracek@mountprospect.org With a copy to: Michael Cassady, Village Manager Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: mcassady@mountprospect.org and: Klein, Thorpe and Jenkins, Ltd. 20 North Wacker Drive, Suite 1660 Chicago, Illinois 60606-2903 Attention: Lance C. Malina / Gregory T. Smith Email: Icmalina@ktjlaw.com /gtsmith@ktjlaw.com If to Developer: Attn: Email: With a copy to: Attn: Email: 391766_7 59 VILLAGE DRAFT- 3-16-18 Either party hereto may change the name(s) and address(es) of the designee to whom notice shall be sent by giving written notice of such change to the other party hereto in the same manner, as all other notices are required to be delivered hereunder. 8. The parties acknowledge that as the Seller is a governmental entity, this transaction is exempt from any State, County or local real estate transfer tax pursuant to 35 ILCS 200/31-45(b). Seller is obligated to furnish completed Real Estate Transfer Declarations signed by Seller or Seller's agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois. 9. As the Seller is a municipal entity, this Contract is subject to the approval of and is not enforceable until approved at an open meeting by the Mayor and Village Council of the Seller. 10. This Contract shall be deemed dated and become effective on the date that the authorized signatories of Seller shall sign the Contract, which date shall be the date provided next to the Seller's signature. 11. This Contract and the Exhibit attached hereto, if any, and made a part hereof, or required hereby, embody the entire contract between the parties hereto with respect to the Real Estate and supersede any and all prior agreements and understandings, whether written or oral, and whether formal or informal. No extensions, changes, modifications or amendments to or of this Contract, of any kind whatsoever, shall be made or claimed by Seller or Purchaser, and no notices of any extension, change, modification or amendment made or claimed by Seller or Purchaser (except with respect to permitted unilateral waivers of conditions precedent by Purchaser) shall have any force or effect whatsoever unless the same shall be endorsed in writing and fully signed by Seller and Purchaser. 12. The following Exhibits, Schedules, Riders or attachments are hereby attached hereto and made a part hereof by reference: Exhibit 1 - Legal Description of Property Exhibit 2— Disclosure Form (which shall be completed by the Purchaser) 391766_7 60 VILLAGE DRAFT— 3-16-18 Exhibit 1 to Real Estate Sale Contract Legal Description of Property PARCEL 2: THAT PART OF LOT 2 IN BLOCK 3 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT IN THE WEST 1/2 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE WEST LINE OF THE EAST 60 FEET OF SAID LOT 2 WITH THE NORTH LINE OF BUSSE AVENUE AS DEDICATED BY DOCUMENT NO. 342070; THENCE WESTWARD ALONG THE SAID NORTH LINE, A DISTANCE OF 50.01 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 06 MINUTES 53 SECONDS EAST, PARALLEL WITH THE EAST LINE OF SAID LOT 2 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, 101.08 FEET TO A POINT ON A LINE THAT IS THE WESTERLY EXTENSION OF THE SOUTHERNMOST LINE OF LOT 2 IN MOUNT PROSPECT CENTRAL DISTRICT SUBDIVISION OF PART OF THE WEST 1/2 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 23, 1949 AS DOCUMENT 1275902; THENCE NORTH 89 DEGREES 35 MINUTES 57 SECONDS EAST, ALONG SAID WESTERLY EXTENSION, 27.00 FEET; THENCE SOUTH 00 DEGREES 06 MINUTES 44 SECONDS WEST, PARALLEL WITH THE EAST LINE OF SAID LOT 2 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, 100.88 FEET TO THE NORTH LINE OF BUSSE AVENUE; THENCE SOUTH 89 DEGREES 10 MINUTES 36 SECONDS WEST, ALONG THE NORTH LINE OF BUSSE AVENUE, 27.01 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-102-030 & 058 Common Address: 32 W. Busse Ave. PARCEL 3: LOT 1 IN IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT, BEING A RESUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ON OCTOBER 27, 1986 AS DOCUMENT LR35-61-889, EXCEPTING THEREFROM THE FOLLOWING TRACT DESCRIBED AS FOLLOWS: 391766_7 61 VILLAGE DRAFT— 3-16-18 BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 1; THENCE SOUTH 00 DEGREES 06 MINUTES 53 SECONDS WEST, ALONG THE EAST LINE OF SAID LOT 1, A DISTANCE OF 23.07 FEET; THENCE SOUTH 89 DEGREES 35 MINUTES 57 SECONDS WEST 46.73 FEET TO THE WEST LINE OF SAID LOT 1; THENCE NORTH 00 DEGREES 08 MINUTES 52 SECONDS WEST, ALONG SAID WEST LINE, 24.71 FEET TO THE NORTH LINE OF SAID LOT 1; THENCE SOUTH 88 DEGREES 23 MINUTES 49 SECONDS EAST, ALONG SAID NORTH LINE, 46.86 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-102-057 Common Address: 34 W. Busse Ave. PARCEL 4: LOT 2 IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT BEING A RESUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO PLAT THEREOF REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ON OCTOBER 27, 1986 AS DOCUMENT NUMBER LR3561889, EXCEPT THEREFROM THE FOLLOWING DESCRIBED PROPERTY: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 00 DEGREES 06 MINUTES 44 SECONDS WEST, ALONG THE EAST LINE OF SAID LOT 2 A DISTANCE OF 21.32 FEET; THENCE SOUTH 89 DEGREES 35 MINUTES 57 SECONDS WEST 23.00 FEET TO THE WEST LINE OF SAID LOT 2; THENCE NORTH 00 DEGREES 06 MINUTES 44 SECONDS EAST, ALONG SAID WEST LINE 22.12 FEET TO THE NORTH LINE OF SAID LOT 2; THENCE SOUTH 88 DEGREES 23 MINUTES 49 SECONDS EAST, ALONG SAID NORTH LINE, 23.00 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-102-059 Common Address: 30 W. Busse Ave. PARCEL 5: THAT PART OF WEST BUSSE AVENUE AND WILLIE STREET IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 1 OF DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1 IN THE RESUBDIVISION OF LOTS 4 AND 5 IN BLOCK 16 IN JOHN MEYN'S SUBDIVISION OF PART OF BLOCK 16 OF MT. PROSPECT, A SUBDIVISION IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN; THENCE S01°09'25"E ALONG THE WEST LINE OF SAID LOT 1 FOR A DISTANCE OF 14.74 FEET TO A POINT OF CURVE ON THE WEST LINE OF SAID LOT 1; THENCE 391766_7 62 VILLAGE DRAFT— 3-16-18 SOUTHEASTERLY ALONG A CURVE TO THE LEFT BEING THE WESTERLY LINE OF SAID LOT 1, SAID CURVE HAVING AN ARC LENGTH OF 37.97 FEET, A RADIUS OF 20.00 FEET, A CHORD BEARING OF S05001'24"E AND A CHORD LENGTH OF 32.52 FEET THE SOUTHWESTLY CORNER OF SAID LOT 1; THENCE N59°23'32"W ALONG THE NORTHWESTERLY EXTENTION OF SAID LOT 1, FOR A DISTANCE OF 69.89 FEET TO A POINT ON A LINE BEING THE SOUTHERLY EXTENTION OF THE WEST LINE OF LOT 1 IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT, BEING A RESUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ON OCTOBER 27, 1986 AS DOCUMENT LR35-61-889; THENCE N01°06'07"W ALONG SAID WEST LINE OF LOT 1 MEERSMAN RESUBDIVISION IN MOUNT PROSPECT AS EXTENDED SOUTH FOR A DISTANCE OF 118.03 FEET TO A POINT ON THE WEST LINE OF SAID LOT 1 MEERSMAN RESUBDIVISION IN MOUNT PROSPECT, SAID POINT BEING THE NORTHWEST CORNER OF VACATED WILLIE STREET RECORDED MAY 30, 2000 AS DOCUMENT NUMBER 454455: THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT, BEING THE EASTERLY LINE OF SAID VACATED WILLIE STREET, SAID CURVE HAVING AN ARC LENGTH OF 34.02 FEET, A RADIUS OF 50.00 FEET, A CHORD BEARING OF S20024'06"E AND A CHORD LENGTH OF 33.37 FEET, TO THE SOUTHEAST CORNER OF SAID VACATED WILLIE STREET, ALSO BEING A POINT ON THE SOUTH LINE OF SAID LOT 1 IN MEERSMAN RESUBDIVISION AND ALSO BEING THE NORTH LINE OF BUSSE AVENUE AS DEDICATED PER DOCUMENT NUMBER 342070; THENCE N88°13'21"E ALONG SAID NORTH LINE OF BUSSE AVENUE FOR A DISTANCE OF 85.25 FEET TO THE SOUTHEAST CORNER OF LOT 2 SAID MEERSMAN RESUBDIVISION IN MOUNT PROSPECT: THENCE S00050'31"E ALONG THE SOUTHERLY EXTENTION OF SAID LOT 2 IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT FOR A DISTANCE OF 54.92 FEET; THENCE S59023'32"E FOR A DISTANCE OF 42.07 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 1 IN DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1, SAID POINT BEING 27.18 FEET WEST OF THE NORTHEAST CORNER OF SAID LOT 1 IN DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1; THENCE S88050'35"W ALONG THE NORTH LINE OF SAID LOT 1 IN DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1 FOR A DISTANCE OF 74.59 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: NA, (Busse Ave. right of way) Common Address: NA, (Busse Ave. right of way) 391766_7 63 VILLAGE DRAFT— 3-16-18 Exhibit 2 to Real Estate Sale Contract Disclosure Form State of Illinois ) )ss. County of ) DISCLOSURE AFFIDAVIT I, , (hereinafter referred to as"Affiant')reside at in County, State of , being first duly sworn and having personal knowledge of the matters contained in this Affiant, swear to the following: 1. That I am over the age of eighteen and the(choose one) [ ] owner or [ ] authorized trustee or [ ] corporate official or [ ] managing agent or [ ] of the Real Estate (as defined herein). 2. That the Real Estate(as defined herein)being sold to the Purchaser is commonly known as: P.I.N.: Common Addresses: (herein referred to as the'Real Estate"). 3. That I understand that, pursuant to 50 ILCS 105/3.1, prior to execution of a real estate purchase agreement between the record fee owner of the Real Estate and Purchaser, Illinois State Law requires the owner, authorized trustee, corporate official or managing agent to submit a sworn affidavit to the Purchaser disclosing the identity of every owner and beneficiary having any interest, real or personal, in the Real Estate, and every shareholder entitled to receive more than 7'h%of the total distributable income of any corporation having any interest, real or personal, in the Real Estate. 4. As the [ ] owner or [ ] authorized trustee or [ ] corporate official or [ ] managing agent or [ ] of the Real Estate, I declare under oath that (choose one): [ ] The owners or beneficiaries of the trust are: or [ ] The shareholders with more than 7 1/2%interest are: or [ ] The corporation is publicly traded and there is no readily known individual having greater than a 7'/z%interest in the corporation. This Disclosure Affidavit is made to induce the Purchaser to accept title to the Real Estate in accordance with 50 ILCS 105/3.1. AFFIANT SUBSCRIBED AND SWORN to before me this day of 201_. NOTARY PUBLIC 391766_7 64 VILLAGE DRAFT— 3-16-18 EXHIBIT F TIF Eligible Redevelopment Costs Relative to the Project Subject to Reimbursement Under the Agreement TIF Eligible Redevelopment Redevelopment Project Cost Category Amount Project Cost Description Under 65 ILCS 5/11-74.4-3(q) Legal, survey, civil engineering, Section 11-74.4-3(q)(1) $915,000 architecture, MEP and structural engineers, landscape architect, soils studies, geotechnical studies, environmental studies, market study and TIF consultants Removal of Soils and Site Section 11-74.4-3(q)(2) $300,000 Preparation Relocation of ComEd utilities Section 11-74.4-3 2 and 8 $100,000 Underground utilities, including Section 11-74.4-3(q)(2) $260,000 water, sanitary, storm, valves, hydrants, hauling, trench backfill, screening and street cuts Paving, including grading, Section 11-74.4-3(q)(2) $280,000 compacting, curb and gutter, stone, asphalt, pervious pavement, curb replacement and striping Streetscape, including public Section 11-74.4-3(q)(4) $145,000 walk, parkway landscaping, streetlights and street signs Note: the categories and amounts of the TIF Eligible Redevelopment Costs in this Exhibit F are preliminary and the Developer may be reimbursed for other TIF Eligible Redevelopment Costs, all subject to the Funding Cap. 391766_7 65 VILLAGE DRAFT— 3-16-18 EXHIBIT G PUBLIC IMPROVEMENTS The Developer shall construct the following public improvements relative to the Project as directed by the Village, at the Developer's sole cost and expense, subject to reimbursement as set forth in the Agreement up to the amount of the Public Improvements Incentive: 1. Underground Utilities: $260,000, including water, sanitary, storm, valves, hydrants, hauling, trench backfill, screening and street cuts. 2. Paving: $280,000, including grading, compacting, curb & gutter, stone, asphalt, pervious pavement, curb replacement and striping. 3. Streetscape: $145,000, including public walk, parkway landscaping, streetlights, street signs. 391766_7 66 VILLAGE DRAFT— 3-16-18 EXHIBIT H EASEMENT AREA The Easement Area is the blue-crosshatched area on the map below. 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