HomeMy WebLinkAboutOrd 6598 12/14/2021 RDA HQ ResidencesORDINANCE NO. 6598
AN ORDINANCE AUTHORIZING THE REDEVELOPMENT AGREEMENT FOR THE
HQ RESIDENCES DEVELOPMENT COMPRISING A PART OF THE PROSPECT
AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS
NOW, THEREFORE, BE IT ORDAINED, by the Mayor and Board of Trustees of
the Village of Mount Prospect, Cook County, Illinois, as follows:
SECTION 1: The Mayor and Board of Trustees of the Village find as follows:
A. The Village of Mount Prospect ("Village") is a home rule municipality
pursuant to Section 7 of Article VII of the Constitution of the State of Illinois.
B. The State of Illinois has adopted tax increment financing pursuant to the
Tax Increment Allocation Redevelopment Act, 651 LCS 5/11-74.4-1, et seq.,
as amended from time to time ("TIF Act").
C. Pursuant to Ordinance Numbers 6293, 6294 and 6295, adopted January
17, 2017, the Village designated the tax increment redevelopment project
area ("Redevelopment Project Area"), approved a tax increment 2
redevelopment plan and project ("TIF Plan"), and adopted tax increment
financing relative to the Village's Prospect and Main Tax Increment
Financing District ("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.
D. The Developer is the contract purchaser of a parcel, located within the
Redevelopment Project Area, said property being legally described on
EXHIBIT B, attached hereto and made a part hereof ("Property").
E. The Developer desires and intends to redevelop the Property with a mixed
use residential and commercial building with six (6) stories and
approximately eighty-eight (88) residential units and 3,500 square feet of
retail space, 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 ("Project").
F. It is necessary for the successful completion of the Project that the Village
enter into an Agreement with Developer to provide for the redevelopment
of the Property, thereby implementing the TIF Plan.
G. 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 J.
above, under the terms and conditions hereinafter set forth, to assist such
development.
H. It is the desire of the Village to approve the "Redevelopment Agreement for
the HQ Residences Development comprising a part of the Prospect and
Main TIF District of the Village of Mount Prospect, Illinois," attached hereto
as EXHIBIT A and made part hereof.
SECTION 2: Based upon the foregoing, the Village Mayor, Village Clerk and
Village Manager, or their designees, be and are hereby authorized and directed to
execute the attached Redevelopment Agreement and perform the Village's obligations
thereunder.
SECTION 3: This Ordinance shall be in full force and effect from and after its
passage, approval and publication in pamphlet form as provided by law.
ADOPTED this 14th day of December, 2021 pursuant to a roll call vote as follows:
AYES: Filippone, Gens, Matuszak, Pissarreck, Rogers, Saccotelli
NAYS: None
ABSENT: None
APPROVED this 14th day of December, 2021, by the Village Mayor of the
Village of Mount Prospect, and attested by the Village Clerk, on the same day.
Village Mayor
APPROVED and FILED in my office this 15th day of DecembeF, 2021 and published
in pamphlet form in the Village of Mount Prospect, Cook County, Illinois,
ATTEST;
Villag Clerk
This document prepared by and
after recording return to:
Klein, Thorpe and Jenkins, Ltd.
20 North Wacker Drive
Suite 1660
Chicago, Illinois 60606-2903
Attn: Lance C. Malina, Esq.
This space reserved for Clerk's use only.
REDEVELOPMENT AGREEMENT
FOR THE HQ RESIDENCES DEVELOPMENT
COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT
OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS
This Redevelopment Agreement For The HQ Residences Development Comprising A
Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois
("Agreement") is made and entered into as of the 1st day of July, 2022 ("Effective Date")
by and among the Village of Mount Prospect, Illinois, an Illinois home rule municipal
corporation ("Village"), HQ Residences LLC, an Illinois limited liability company ("HQ")
and MP2 Holdings Inc., an Illinois corporation ("MP2:") (HQ and MP2 and collectively,
and jointly and severally as to all rights and obligations hereunder, referred to herein as
"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:
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,
including, but not limited to 65 ILCS 5/8-1-2.5, to promote the health, safety
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and welfare of the Village and its inhabitants, to restore and 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
Allocation Redevelopment Act, 65
("Act"), to finance redevelopment
requirements set forth in the Act.
the provisions of the Tax Increment
ILCS 5/11-74.4-1, et seq., as amended
in accordance with the conditions and
D. Pursuant to Ordinance Numbers 6293, 6294 and 6295, each adopted
January 17, 2017, the Village designated the tax increment redevelopment
project area ("Redevelopment Project Area"), approved a tax increment
redevelopment plan and project ("TIF Plan"), and adopted tax increment
financing relative to the Village's Prospect and Main Tax Increment
Financing District ("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 a parcel,
located within the Redevelopment Project Area, said property being legally
described on EXHIBIT B, attached hereto and made a part hereof
("Property").
F. The Developer desires to acquire ownership of the Property and redevelop
the Property with a mixed use residential and commercial building with six
(6) stories and eighty-seven (87) residential units and 3,370 square feet of
retail / restaurant space, 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 ("Project").
G. It is necessary for the successful completion of the Project that the Village
enter into this Agreement with Developer to provide for the redevelopment
of the Property, thereby implementing the TIF Plan.
H. 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 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 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 Project in a manner satisfactory to the Village.
The Village has determined that it is desirable and in the Village's best
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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.
The Village, in order to stimulate and induce development of the Property
with the Project, has agreed to convey the Property to Developer in
accordance with the terms and provisions of the Act and this Agreement.
To implement the Project in accordance with the terms of this Agreement,
the Village would convey title to the Property to MP2, MP2 would perform a
portion of the work comprising the Project generally consisting of site
preparation, utility work, demolition, and building rehabilitation (the "MP2
Work"), MP2 would ground lease the Property to HQ, and HQ would perform
vertical construction, along with any remaining site preparation, utility work,
demolition, and building rehabilitation to complete construction of the
Project (the "HQ Work"). Pursuant to the terms of this Agreement, the
Village would reimburse MP2 and HQ for their respective TIF Eligible
Redevelopment Costs, up to the Maximum Reimbursement Amount
(defined below).
J. 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.
K. This Agreement has been submitted to the Developer for consideration and
review, and Developer has taken all actions required to be taken prior to the
execution of this Agreement in order to make the same binding upon
Developer according to the terms hereof, and any and all action of
Developer's members precedent to the execution of this Agreement have
been undertaken and performed in the manner required by law.
L. 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.
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II. DEFINITIONS
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. "Certificate of Expenditure" means a certificate provided by the
Developer and approved by the Village evidencing the costs incurred and
paid by Developer and their respective eligibility as a TIF Eligible
Redevelopment Cost (defined below).
B. "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, regulation, or executive order (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).
C. "Corporate Authorities" means the Mayor and Board of Trustees of the
Village of Mount Prospect, Illinois.
D. "Day„ means a calendar day.
E. "Effective Date" means the day on which this Agreement is executed by
the Village, with said date appearing on page 1 hereof.
F. "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
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attributable to the increase in the equalized assessed valuation ("EAV") 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.
G. "Maximum Reimbursement Amount" means Five Million Four Hundred
Seventy -Five Thousand and No/100 Dollars ($5,475,000), plus interest
accrued and compounded annually in accordance with this Agreement.
H. "Party" or "Parties" means the Village, HQ, and MP2, individually or
collectively, and their respective successors and/or assigns as permitted
herein, as the context requires.
"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.
J. "School District" means Mount Prospect School District 57 and Prospect
High School District 214.
K. "School Impact Fee" means the amount to be paid, if any, on an annual
basis to the School District pursuant to Section 3(q)(7.5) of the Act, equating
to the increased costs attributable to the housing units developed as part of
the Project pursuant to this Agreement, as calculated in accordance with
Section 3(q)(7.5)(B) of the Act, up to an amount equal to forty percent (40%)
of the total amount of Incremental Property Taxes generated by such
housing units, in accordance with the terms and conditions of Section
3(q)(7.5) of the Act.
L. "State" means the State of Illinois.
M. "TIF Eligible Redevelopment Costs" means the costs of the Project, to
be reimbursed, in part, from Incremental Property Taxes pursuant to the
Act, and permitted to be reimbursed as a "redevelopment project cost"
pursuant to Section 3(q) of the Act, 65 ILCS 5/11-74.4-3(q), by the Village,
as provided in this Agreement.
N. "TIF Ordinances" means those Ordinances referenced in subsection I.D.
above.
O. "Uncontrollable Circumstance" means any event which:
1. is beyond the reasonable control of and without the fault of the Party
relying thereon; and
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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. pandemic, 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;
e. strikes or labor disputes, or work stoppages not initiated by
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
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, including
without limitation delays in delivery of essential materials due
to supply chain disruptions, 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;
k unscheduled closure of the New York Stock Exchange for a
period of two (2) consecutive days; or
I. 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 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.
P. "Village Code" means the Village of Mount Prospect Village Code, as
amended as of the Effective Date.
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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
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, issue certificates, authorize payments under Section
VI(A)(2), issue requests, demands, and notices and take 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. In addition, and unless applicable
law requires action by the Corporate Authorities, the Village Manager shall
have the power and authority to modify and amend the provisions of this
Agreement, including without limitation extending any deadlines provided
hereunder, subject to the mutual agreement of the Developer, for and on
behalf of the Village and with the effect of binding the Village as limited by
and provided for in this Agreement. 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.
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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 Richard Filler 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
Developer and with the effect of binding Developer in that connection (such
individual being designated as an "Authorized Developer Representative").
Developer shall have the right to change its Authorized Developer
Representative by providing the Village with written notice of such change
from its authorized representative which notice shall be sent in accordance
with Section XVIII.B. of this Agreement.
IV. COOPERATION OF THE PARTIES
The Village and 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.
V. CONVEYANCE OF THE PROPERTY
A. The Village shall transfer title to the Property to MP2 in an "as -is, where -is"
condition, pursuant to the Real Estate Sale Contract attached hereto as
EXHIBIT E, and made part hereof ("Contract"), with such changes made to
the Contract to make the Contract consistent with this Agreement and as
are mutually agreed to by the Parties in their reasonable discretion. To the
extent there are any conflicts between the terms of this Agreement and the
Contract, the terms of this Agreement shall control. The Contract attached
hereto as EXHIBIT E and incorporated herein, as may be modified pursuant
to this Section V(A), shall be deemed approved by the Corporate Authorities
as required by law. The terms of the transfer of title shall include:
(i) Purchase Price: Two Million and No/100 Dollars ($2,000,000.00);
(ii) Warranties: as -is, where -is;
(iii) Deed: Special Warranty Deed;
(iv) Earnest Money: Twenty -Five Thousand and No/100 Dollars
($25,000.00), to be deposited in a strict joint order escrow with
Chicago Title Insurance Company ("Title Company") within five (5)
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business days after the Effective Date ("Initial Earnest Money"),
which Initial Earnest Money shall be refunded to Developer if
Developer terminates the Agreement during the Due Diligence
Period (as defined in Section V.A.(v) below), as set forth in Section
V.A.(v) below. If Developer does not terminate the Agreement during
the Due Diligence Period, within five (5) business days after the end
of the Due Diligence Period, Developer shall deposit an additional
One Hundred Thousand and No/100 Dollars ($100,000.00)
("Additional Earnest Money" which together with the Initial Earnest
Money is the "Earnest Money Deposit") with the Title Company in the
strict joint order escrow with the Initial Earnest Money. The Earnest
Money Deposit shall be credited towards the Purchase Price of the
Property. If the Property is not transferred from the Village to MP2
due to a breach by Developer of its obligation in this Agreement or
the Contract, (and Village shall not be in default hereunder or under
the Contract), the Village may as its sole and exclusive remedy, upon
five (5) days written notice to Developer, if such breach is not cured
within such five-day period, terminate this Agreement and the
Contract without further liability on the Village's part and retain the
Earnest Money as liquidated damages, and not as a penalty. If the
Property is not transferred from the Village to MP2 due a breach by
the Village of its obligation in this Agreement or the Contract, or any
of its covenants, conditions, representations or warranties contained
in this Agreement or the Contract, or should fail to consummate the
sale contemplated herein for any reason other than Developer's
default, Developer may, upon five (5) days written notice to Village,
if such breach or failure is not cured within such five-day period, in
addition to all remedies contained elsewhere in this Agreement or
the Contract (i) terminate this Agreement and the Contract, without
further liability on Developer's part, in which event the Earnest Money
shall be refunded to Developer by Title Company or the Village (as
the case may be); or (ii) pursue a claim for specific performance, as
its sole and exclusive remedy.
(v) Due Diligence Period: the Developer shall have a period of the earlier
of ninety (90) calendar days after the Effective Date or the
Conveyance Deadline (as defined in Section V.B. below) ("Due
Diligence Period"), to perform investigations of the Property,
including, but not limited to environmental investigations, and
determine, in Developer's sole and absolute discretion, whether the
Property is suitable for Developers use, and the Village hereby
grants the Developer a non-exclusive license to enter upon the
Property, at reasonable times and for reasonable durations, for the
purpose of performing such investigations, which license shall expire
upon the termination of this Agreement. Developer shall have the
right to terminate this Agreement, for any reason whatsoever, in its
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sole and absolute discretion, by providing written notice to the Village
of such termination prior to the expiration of the Due Diligence
Period; and
(vi) Closing costs: shared by the Village and Developer as customarily
charged.
B. The transfer of title to the Property from the Village to MP2 shall occur so
long as the following conditions, subject to Uncontrollable Circumstances,
have been satisfied on or before August 31, 2022 ("Conveyance Deadline"),
with the transfer of title to the Property to Developer occurring within thirty
(30) days of the Conveyance Deadline:
Developer has submitted site geometry and proposed building plans
for the Project to the Village, which are materially consistent with the
proposed Project and reasonably satisfactory to the Village;
2. Developer has submitted detailed elevations for the Project,
including fagade details, a board of materials to be used on the
building, and drawings to the Village, which have been approved by
the Village's Mayor and Board of Trustees, with said approval being
in the reasonable discretion of the Village's Mayor and Board of
Trustees;
3. Developer has obtained construction financing for the Project and
will close on construction financing with a lender for the development
of the Project by the date of the Conveyance Deadline;
4. Developer has obtained all zoning approvals for the Project;
5. Developer has obtained all building permits necessary to commence
construction of the Project; and
6. Developer has met the deadlines in Sections VI.A.1 and 2. below and
has provided thirty (30) days advance written notice to the Village
that it will close on the Property, and provided the Closing Date to
the Village in such written notice.
The date the Village conveys title to the Property to MP2 shall be the
"Acquisition Date." For clarity and the avoidance of doubt, the Acquisition
Date may occur before the conditions contained in Section V.B.3 of this
Agreement relating to the Conveyance
in such circumstance, Developer shall
conditions by the Conveyance Deadline.
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Deadline have been satisfied, and
still be permitted to satisfy those
C. Notwithstanding anything in this Agreement to the contrary (including but
not limited to the default and cure periods in Section XVI. below), if title to
the Property is not transferred from the Village to MP2 within thirty (30) days
of the Conveyance Deadline, and if such failure is not cured within ninety
(90) days after notice by the Village to Developer with a demand to
consummate the transfer as herein provided, this Agreement shall be null
and void, and the Village shall have no further obligations to transfer title to
the Property to MP2; provided, however, this Agreement shall remain in full
force and effect if the failure to transfer title to the Property is in any way
caused by or the fault of the Village.
VI. DEVELOPMENT OF THE PROPERTY
A. Approvals, Permits, Construction, and Completion. The Developer
shall, subject to Uncontrollable Circumstances:
1. On or before June 20, 2022, apply to the Village for a foundation
permit for the Project, and take reasonable steps to obtain issuance
of the foundation permit by the Village on or before August 1, 2022.
2. Developer will take reasonable steps to timely submit permit
applications and 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 in the
timeframes provided under this Agreement.
3. On or before August 31, 2022, close on the acquisition of the
Property, and commence construction of the Project within 60 days
thereafter.
4. [Intentionally omitted.]
5. On or before August 1, 2024, apply for the Certificate of Project
Completion in described in Section XI.A. of this Agreement, which
application for the Certificate of Project Completion shall include the
public improvements described in EXHIBIT F attached hereto and
made a part hereof.
B. Village Buy Back. Subject to Uncontrollable Circumstances, if MP2 has taken
title to the 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 thirty (30) days after receipt of such
notice, the Village shall have the option to purchase the Property from the Developer, at
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the same price paid by MP2 to the Village for the Property, and under the same terms
and conditions applicable to the Village's conveyance thereof to MP2, such conveyance
to be consummated within ninety (90) days of the non -cured default as herein set forth,
and, upon conveyance of the Property back to the Village, this Agreement shall be of no
further force or effect.
The Village's rights to purchase the Property set forth in this Section VI(B) shall be
subordinate to the liens of any lenders providing acquisition or construction financing
against the Property, and the Village shall execute a subordination agreement or
agreements as required by any such lender to confirm said subordination.
Notwithstanding the foregoing, if the Village exercises the rights to purchase set forth in
this Section VI(B), the Developer shall indemnify and defend, and hold the Village
harmless from, any liens and encumbrances on the Property arising after the date title is
conveyed to the Developer, and the Village shall have the right to deduct the amount of
such liens not otherwise satisfied by Developer from the purchase price.
Upon Developer's commencement of construction of the Project, the Village's rights to
purchase under this Section VI(B) shall extinguish and be of no further force and effect,
and the Village shall, upon the request of the Developer, execute a release of same in
recordable form.
VII. UNDERTAKINGS ON THE PART OF THE VILLAGE
A. The Village agrees to and shall:
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. Reimburse the Developer for TIF Eligible Redevelopment Costs, in an
amount not to exceed the Maximum Reimbursement Amount (the "TIF
Contribution").
a. MP2 shall be entitled to a guaranteed initial payment of
$3,700,000 to reimburse MP2 for TIF Eligible Redevelopment
Costs incurred and paid, subject to satisfaction of the following
conditions:
i. MP2 has provided evidence supporting TIF Eligible
Redevelopment Costs totaling at least $3,700,000 have
been incurred and paid;
ii. Developer has obtained a Certificate of Occupancy from
the Village for the residential units;
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iii. Developer has obtained a Certificate of Occupancy for the
commercial space/restaurant; and
iv. The Village has received the first payment of Incremental
Property Taxes for the Project from Cook County.
The Village shall issue such payment no later than the March 1 St
immediately following the Village's receipt of the first payment of
Incremental Property Taxes for the Project from Cook County.
b. After satisfying the conditions above, if there are further TIF
Eligible Redevelopment Costs over and above $3,700,000, HQ
or MP2, as the case may be, shall submit the evidence of such
TIF Eligible Redevelopment Costs, and payment thereof, and the
Village shall reimburse HQ or MP2, as the case may be, for such
TIF Eligible Redevelopment Costs, up to $1,775,000. This
additional reimbursement up to $1,775,000 (plus accrued interest
in accordance with this Agreement) will be paid on March 1St of
each year, solely from the Incremental Property Taxes, subject to
payment of the School Impact Fee, and subject to the terms of
this Agreement. The initial obligation amount under this section
will be $1,775,000 or the actual expenditure (as evidenced by one
or more Certificates of Expenditure) above $3,700,000,
whichever is lower. The agreed initial obligation amount will
accrue interest at five percent (5%) per annum and will be
compounded annually. The maximum increment (for the life of
the TIF) to be shared under this section cannot exceed the initial
obligation amount of $1,775,000 or the actual expenditure (as
evidenced by one or more Certificates of Expenditure) above
$3,700,000, whichever is lower, plus accrued interest thereon.
The obligation to pay Incremental Property Taxes under this
Section VII(A)(2)(b) shall terminate on December 31, 2040, and
the Village shall have no further obligation to pay any eligible
costs and accrued interest thereon using Incremental Property
Taxes generated after December 31, 2040, even if the life of the
TIF District is extended beyond the initial term of 23 years.
c. The Parties acknowledge that up to forty percent (40%) of the
Incremental Property Taxes generated by the housing units
developed as part of the Project on an annual basis (the "Annual
School Impact Fee Reservation") will be available for the School
Impact Fee, pursuant to Section 3(q)(7.5) of the Act. The Parties
acknowledge that, notwithstanding the deadline set forth in
Section 3(q)(7.5) of the Act, the School District shall have until
December 316t of each year to provide the Village with the
payment request and reasonable evidence supporting its claim
for reimbursement under Section 3(q)(7.5) of the Act. After
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payment of the School Impact Fee, or the School District's failure
to provide the payment request and reasonable evidence
supporting its claim for reimbursement by December 31St, the
Developer shall be entitled to such unpaid balance of the Annual
School Impact Fee Reservation, up to fifty percent (50%) of the
total amount of the Annual School Impact Fee Reservation
(regardless of the actual amount of the School Impact Fee), to be
applied to the Village's reimbursement obligation under Section
VII(A)(2)(b) above. For avoidance of doubt, if no School Impact
Fee is payable for a given year, the Developer shall be entitled to
receive not more than eighty percent (80%) of the Incremental
Property Taxes for such year, subject to this Agreement.
The Parties acknowledge and agree that the Village shall be
entitled to reserve an amount not to exceed $293,367 annually
(the "Village Reservation") from Incremental Property Taxes
(subject to the School Impact Fee Reservation) to reimburse the
Village for its use of general funds for the payment required under
Section VII(A)(2)(a). The Village shall not be required to pay such
Village Reservation amount to the Developer under this
Agreement. In the event the Increment Property Taxes are not
sufficient to generate the full amount of the Village Reservation
for a given year, the Village shall have right to increase the
amount of the Village Reservation in subsequent years to recover
such shortfall.
3. Apply the provisions of the Village Code in effect as of the effective date
of this Agreement to this Agreement, regardless of subsequent changes
and amendments to the Village Code.
4. Waive the fee for the connection of the Property to the Village's water
supply and sanitary sewer supply occurring during the initial construction
of the Project.
5. Waive building permit, inspection, and occupancy permit fees for the
initial construction of the Project.
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), zoning amendments, variances, 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
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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. Constructions in Accordance with Approvals and Laws. The Developer
shall endeavor to 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 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.
B. 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.
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C. 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, and/or incentives to be provided in
this Agreement for the anticipated costs of such Project.
M. 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.
N. Evidence of TIF Eligible Redevelopment Costs. To establish its right to
reimbursement, Developer shall submit to the Village a request for approval of
a Certificate of Expenditure, along with such documentation as may be
reasonably requested by the Village (including but not limited to lien waivers,
cancelled checks, and paid invoices) verifying the TIF Eligible Redevelopment
Costs that Developer has incurred. The Village shall promptly review any
Certificate of Expenditure for completeness and eligibility for reimbursement.
Once any Certificate of Expenditure is complete, the Village shall have 60 days
to either make payment to the Developer or reject the request. if a request is
not approved, the Village shall provide Developer with a written explanation
providing sufficient detail as to why a Certificate of Expenditure is not approved.
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 ownership 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 effectuating 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
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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 in excess of
7.5% of the total equitable interest of the entity, together with such
supporting documentation that may be reasonably requested by the Village.
Until the issuance of the Certificate of Project Completion, 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 in the event such ownership interests exceeds 7.5%.
E. Prevailing Wage. To the extent required by law, 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 and will strictly
comply with the obligations imposed on it by this Section VIII.E.
F. Limits on Developer Action. Prior to issuance of the Certificate of Project
Completion, Developer may not, without the Village's prior written consent,
which consent shall not be unreasonably withheld, delayed or conditioned:
(1) Merge, liquidate or consolidate its development entities.
(2) Sell, lease, or transfer the property or all or substantially all of its
ownership interest in the Property, other than to an entity wholly-
owned or controlled by or related to, or wholly -owning or controlling,
the Developer, and other than the ground lease from MP2 to HQ.
(3) Enter into any transaction outside the ordinary course of business
that would materially and adversely affect its ability to finance the
Project;
(4) Assume or guarantee the obligations of another person or entity that
would materially and adversely affect its ability to finance the Project;
or
(5) Enter into a transaction that would cause a material and detrimental
change to its financial condition.
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 material 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
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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. 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 certificate of occupancy for the residential units and the retail
space within 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 the Village Code and this Agreement, the
Village shall deliver a certificate of completion and satisfaction of all
construction terms, covenants and conditions contained in this Agreement
("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 and no more than five (5) days
after receipt of the evidence of the correction of the deficiencies issue to
Developer a Certificate of Project Completion. The Village shall not
unreasonably withhold, delay or condition issuance of the Certificate of
Project Completion. Developer may record the Certificate of Project
Completion with the Cook County Recorder of Deeds, and the Certificate of
Project Completion shall be conclusive evidence of the satisfaction of
Developer's agreement and covenants under the Agreement and release
Developer from any further obligations hereunder, except those specifically
set forth in Section X hereof.
B. 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
the Village in relation to the Project. Developer's inability to discharge this
obligation shall not be deemed a breach of this Agreement.
XII. REPRESENTATIONS AND WARRANTIES OF DEVELOPER
Developer represents agrees as the basis for the undertakings on its part herein
contained that as of the date hereof and until completion of the Project to the best
of its knowledge and without independent investigation:
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A. Existence and Authority. HQ is an Illinois limited liability company, 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. MP2
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 in
accordance with Section V.C. of this Agreement. To each of HQ's and
MP2'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 or access
to the same 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
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
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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 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; provided, however, Developer reserves the right to
contest and appeal property taxes levied on the Property and the property
tax assessment of the Property. 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
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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 and there is no litigation,
dispute or proceeding pending or to the best of knowledge of Village,
threatened, against Village which pertains to the Property, the Project or
any portion thereof.
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.
F. No Contracts, No Undisclosed Obligations. Village is not a party to any
contract, agreement or commitment to sell, convey, assign, transfer,
provide rights of first refusal or other similar rights or otherwise dispose of
any portion or portions of the Project. As of the Conveyance Deadline,
except as created by this Agreement, there will be no obligations or liabilities
of any kind or nature whatsoever, actual or contingent, including, but not
limited to, any tax liabilities, contract liabilities or tort liabilities for which or
to which Developer or the Project will be liable or subject, except for
non -delinquent obligations and liabilities accrued and thereafter accruing
under permitted exceptions to title to the Property.
G. Fee Simple Title. Village owns fee simple title to the Property subject only
to permitted exceptions to be agreed upon by the parties, and has full right,
power, and authority to execute this Agreement and to convey the Property
to Developer in accordance with the terms and provisions of this
Agreement.
H. No Violations of Law. Village has knowledge of, or notice of, any claims
of any governmental authority to the effect that the construction, operation
or use of any of the Project is in violation of any applicable laws or that any
claim or any investigation with respect thereto is under consideration and
Village has not received any notice from any governmental authority
alleging or claiming that the Property or any portion thereof violates any
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applicable environmental law, rule or regulation including, without limitation,
the requirements of the "No Further Remediation Letter" issued by the
Illinois Environmental Protection Agency the ("NFR"), dated December 12,
2016, and recorded against title to the Property with the Cook County
Record of Deeds on December 29, 2016, as document number
1636445070; and that Village has complied with the requirements of the
NFR.
No Special Assessments. There is not presently contemplated or
pending, and Village has received no notice of, any special assessments of
any nature with respect to the Property, the Project or any part thereof, nor
has Village received any notice of any special assessments being
contemplated.
Both Developer and Village agree to make the above representations and warranties in
the Contract and on the date of the conveyance of the Property from the Village to
Developer.
XIV. INSURANCE
This Section XIV. shall survive the termination of the Agreement until the earlier of
(i) the issuance of a Certificate of Completion or (ii) twenty (24) months after the
Effective Date.
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, its governing body members, officers, agents,
including independent contractors, consultants, attorneys, servants
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and employees as 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 the Agreement until the earlier of
(i) a period of twenty (24) months after the Effective Date or (ii) the Village's
issuance of the Certificate of Completion.
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 XIV., collectively the "Village
Indemnified Parties") shall not be liable for, and agrees to indemnify, defend
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, defend and
hold harmless the Village Indemnified Parties, now and forever, and further
agrees to hold the aforesaid harmless from any claims, demands, suits,
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costs, expenses (including reasonable attorney's fees), actions or other
proceedings whatsoever by any person or entity whatsoever arising or
purportedly arising from the actions or inactions of Developer (or other
Persons acting on its 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
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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
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 in equity shall
attach to or shall be incurred by the Village Indemnified Parties (other than
claims against the Village for breach of this Agreement), the Village's
Mayor, Trustees, officers, officials, attorneys, agents and/or employees,
and any such rights or claims of the Developer against the Village
Indemnified Parties (other than claims against the Village for breach of this
Agreement), 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
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EAST\190716982.5
measures to remedy the default and in any event (subject to
Uncontrollable Circumstances) cures such default within ninety (90)
days after such notice. A violation of the Village Code prosecuted as
an ordinance violation shall not, alone, be considered an event of
default.
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, except in accordance with this Agreement.
7. A sale, assignment, or transfer of the Project or Property in breach
of this Agreement.
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EAST\190716982.5
8. A change in the management of Developer in breach of 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 ninety (90) consecutive days for any reason other than
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:
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,
27
EAST\190716982.5
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
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
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Village shall continue as though no such proceedings had been
taken.
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 for a period of twelve (12)
months after 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
29
EAST\190716982.5
and expenses of its own defense, of whatever nature (including attorney's
fees). This Section XVI.G. shall survive the termination of this Agreement.
XVII. EQUAL EMPLOYMENT OPPORTUNITY
A. No Discrimination. To the extent required by law, Developer shall comply
with all federal, state and local laws relating to equal employment
opportunity, if any. 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. In the event the Developer is
unable to employ qualified residents of the Village it shall not be deemed a
Default of this Agreement.
B. Advertisements. To the extent required by law, 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.
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 thirty (30) 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.
B. Notices. All notices, certificates, approvals, consents or other
communications desired or required to be given hereunder shall be given in
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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: Paul Wm. Hoefert, Mayor
Village of Mount Prospect
50 S. Emerson Street
Mount Prospect, Illinois 60056
Email: phoefert@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 HQ HQ Residences LLC
c/o T2 Capital Management, LLC
120 North Hale Street, Suite #300
Wheaton, Illinois 60187
Attn: Tom Lowe
Email: tlowe(Ja�t2investments.com
If to MP2 MP2 Holdings Inc.
c/o The Harlem Irving Companies
4104 North Harlem Avenue
Norridge, Illinois 60706
Attn: Greg Fix
Email: gfix@harlemirving.com
And: DLA Piper LLP (US)
444 W. Lake Street, Suite 900
Chicago, Illinois 60606
Attn: Paul Shadle, Esq., and Mariah DiGrino, Esq.
Email: paul.shadle(a)us.dlapiper.com and
mariah.digrino@us.dlapiper.com
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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
notices, demands or requests sent pursuant to clause (4) shall be deemed
received forty-eight (48) hours following deposit in the mail. All notices
requiring a deadline for responses shall be sent in such a manner so as to
determine the date of receipt by the intendant recipient.
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.
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I. Entire Contract and Amendments. This Agreement (together with the
exhibits attached hereto and incorporated herein by this reference) 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.
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 at no additional cost or expense to the non -
requesting Party.
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,
33
EAST\190716982.5
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.
O. Repealer. To the extent that any ordinance, resolution, rule, order or
provision of the Village Code, 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 December
31" of the year following the year of the termination of the Redevelopment
Project Area ("Term").
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. Nothing herein shall be
deemed to prohibit or impair an assignment to Developer's lender pursuant
to an assignment required for acquisition or construction financing or using
the benefits of this Agreement as collateral.
S. Municipal Limitations. All Village commitments hereunder are limited to
the extent required by law.
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T. Limited and General Obligations. The Developer acknowledges that,
except for the reimbursement obligations under Section VI I(A)(2)(a) above,
the Village's obligations under this Agreement constitute limited obligations
of the Village, and that said obligations do not now and shall never
constitute a general indebtedness of the Village within the meaning of any
State of Illinois constitutional or statutory provision, and shall not constitute
or give rise to any pecuniary liability of the Village or a charge against its
general credit or taxing power. The Village's reimbursement obligations
under Section VII(A)(2)(a) above are, and shall be, a general obligation of
the Village representing its full faith and credit and backed by its taxing
power.
[THIS SPACE INTENTIONALLY LEFT BLANK]
35
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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: t��V�iae
Paul Wm. Ho fart, ayor Karen Clerk
HQ Residences LLC,
an Illinois limited liability company
By: T2 HQ Residences I, LLC, a Delaware limited liability company
Its: Manager
By:
Its:
Printed Name:
MP2 Holdings Inc., an Illinois
corporation
By:
Its: Vice President
Printed Name: Vincent G. Forgione
36
EAST\190716982.5
VILLAGE OF MOUNT PROSPECT,
&7
. ... .......
Paul Wm. Hoefert, Mayor
HQ Residences LLC,
an Illinois limited liability company
IT%
Karen Agoranos, Village Clerk
By: T2 HQ Residences 1, LLC, a Delaware limited liability company
Its: Manager
By:__
Its:
Printed Name:
MP2 Holdings Inc., an Illinois
corporation
Its: Vice President
Printed Name: Vincent G. Forgione
36
EAS'R190716982.5
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 Paul Wm. Hoefert and Karen Agoranos, personally known to me
to be the Mayor and 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 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
2022.
Notary Public
OFFICIAL SEAL
DOREEN C JAROSZ
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 4/13/2026
1 1
37
EAST\190716982.5
State of Illinois
SS
County of Cook '� )
1, the undersigned, a Notary Public, in and for the County and State aforesaid, DO
HEREBY CERTIFY that
/�,A, 40 al' - -tT4 --- personally known to me to be the
of T2 HQ Residences 1, LLC, a Delaware limited liability company
and the Manager of HQ Residences LLC, an Illinois limited liability company (the
"Company"), 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 ivi he signed and delivered the said
pursuant to authority given by the Company, as his/her free and voluntary act, and as the
free and voluntary acts and deeds of said Company, for the uses and purposes therein
set forth.
GIVEN under my hand and official seal, this
day of
2022.
.... . .... .....
Notal
'
Public
OFFICIALSEA
bIicOFFICALSEAL
JOHN FELKER
NOTARY PUBLIC, STATE OF ILLINOIS
My commissonE)Ores 10/121024
38
EAM90716982.5
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 Vincent G. Forgione personally known to me to be the Vice
President of MP2 Holdings Inc., an Illinois corporation (the "Company"), 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 Vice President, he signed and delivered the said pursuant to authority given by the
Company, as his/her free and voluntary act, and as the free and voluntary acts and deeds
of said Company, for the uses and purposes therein set forth.
GIVEN under my hand and official seal, this t'!r day of
2022.
OFFICIAL SEAL
VIVIAN P SCHMALBACH
NOTARY PUBLIC - STA"IE OF ILLINOIS
MY COMMISSION EXPIRES:09/30/23
39
EAST\ 190716982.5
f
pl
Notary Public
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;
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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;
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;
41
EAST\190716982.5
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;
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;
42
EAST\190716982.5
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;
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;
43
EAST\190716982.5
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-OKA AVENUE;
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;
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;
44
EAST\190716982.5
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;
THENCE EAST ALONG SAID NORTH LINE OF LOT 1 IN FRIEDRICH'S SUBDIVISION
TO THE WEST LINE OF ELMHURST AVENUE;
45
EAST\190716982.5
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;
46
EAST\190716982.5
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 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;
47
EAST\190716982.5
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 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
48
EAST\190716982.5
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;
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
49
EAST\190716982.5
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;
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
50
EAST\190716982.5
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-B 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.
51
EAST\190716982.5
EXHIBIT A-2
Prospect and Main TIF District
Map
W BUSSE AVE
W LINCOLN ST
b `^ E HENRY ST 1z
z
7 CENTRAL RD
i ❑
z
h � •!•i N a u Ci G
6 w x 7 p
i N O O a M
h u�
n 7 g
424
id
OProposed RPA Boundary Parcels in RPA
52
EAST\190716982.5
E MILBURN AVE
'�IABONEE TRL
U L} L5
mmmuffm ----------------
52
"
EXHIBIT B
Legal Description of the Property
LOT A IN CORPORATE SUBDIVISION NO. 1 VILLAGE OF MT. PROSPECT, A
RESUBDIVISION OF LOTS 8 TO 14 IN BLOCK 12 IN BUSSE & WILLIE'S
RESUBDIVISION IN MT. PROSPECT RECORDED JANUARY 26, 1979 AS DOCUMENT
24817046, IN COOK COUNTY, ILLINOIS.
P. I . N.: 08-12-109-029-0000
Common Address: 112 E. Northwest Highway
Mount Prospect, Illinois 60056
53
EAST\190716982.5
RELOCATED STREET
4.GH1 CONTROLLER
EXHIBIT C
Site Plan for the Project
EUS TING COME D POLF,
Typ
EX*TING RETAINING WALL
TO REMAI:P
EXTENTS OF BELOW
GRQE, PARKING
EFiT
ON GRADIE ELEC
GENERATOR
O&OWE ELEC
I RANSFORMER
mignsmo-N46% mg -A
10
iw
15685,
E03TING RAMP DOWN
PARNNG
T3 ACES
9,- - o- ryp-,N
VESTIBULE —
RESIDENTIAL AMENVTY
EXISTING STREET
LIGHT, TYP
EXISTING FIRE
HYDRANT, TYP
54
EAST\ 190716982.5
12
G"
EXIST TREE, TYP'.
FENCE wl GATE
RETAINING WALL
LANDSCAPED I EIRRACE
EXIST, EXHAUST GRATE
GIREEN 900'
PUBLIC MOLED
STREET PAMUNG
REVI)ENTIAt
AMENITY PLAZA
E XTEN'T SOF BELOW
GRADE PAR90NG:
TRASH LOADING
UNCE W'GATE
TREE IMC METAL
GRATE
OUTDOOR DINING
au
Nd
EXHIBIT D
Detailed Description of the Project
The Project is a roughly $30,000,000 mixed use planned unit development (PUD) known
as, HQ Residences, consisting of a six (6) story building, including eighty-seven (87)
apartments, 3,370 square feet of ground floor retail / restaurant space and related site
improvements.
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EXHIBIT E
Real Estate Sale Contract
(attached)
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REAL ESTATE SALE CONTRACT
("Contract")
This Contract shall be subject to the terms and conditions of the "Redevelopment
Agreement for the HQ Residences Development Comprising a Part of the Prospect
and Main TIF District of the Village of Mount Prospect, Illinois," entered into among
the Seller, HQ Residences LLC, an Illinois limited liability company ("HQ"), and
MP2 Holdings Inc., an Illinois corporation ("MP2", referred to herein as
"Purchaser") ("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. Purchaser agrees to purchase at a price of Two Million and 00/100 Dollars
($2,000,000.00) ("Purchase Price"), on the terms set forth herein, the property
legally described on Exhibit 1 attached hereto ("Property"). Purchaser shall
deposit earnest money as set forth in the Redevelopment Agreement, and the
earnest money shall be used as set forth in the Redevelopment Agreement.
Purchaser shall complete the disclosure form in Exhibit 2 simultaneous with its
execution of this Contract.
3. The Village of Mount Prospect, Illinois, an Illinois home rule municipal corporation
("Seller") agrees to sell the Property, at the Purchase Price and on the terms and
the conditions set forth herein and in the Redevelopment Agreement, and to
convey or cause to be conveyed to Purchaser thereto by delivering a recordable
Special Warranty Deed to MP2, as grantee, ("Deed") subject to the Permitted
Exceptions, in the form attached hereto as Exhibit 3 together with the any and all
personal property, including fixtures presently located thereon, which the Seller
shall execute and convey to Purchaser by a bill of sale delivered to MP2, as
grantor, in the form attached hereto as Exhibit 4.
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 ("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
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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 ("Closing") shall be as provided for in Section V. of the
Redevelopment Agreement ("Closing Date") or on the date, if any, to which such
time is extended by reason of paragraph 1 of the Conditions and Stipulations
attached hereto hereafter becoming operative (whichever date is later), unless
subsequently mutually agreed otherwise, at the office of Chicago Title Insurance
in downtown Chicago, Illinois, or by a New York style closing escrow, 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. Further, the representations and warranties of each party made in
Sections XII and XIII of the Redevelopment Agreement are hereby remade and
incorporated into this Contract as if fully set forth herein, and further each of the
parties agrees to deliver to the other a certificate in the form attached hereto as
Exhibit 5 stating that the representations and warranties set forth in Section XII
and XIII, as the case may be, are true and correct as of the date of Closing.
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.
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s. This Contract shall be deemed dated and become effective as of the date of the
Redevelopment Agreement ("Effective Date").
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date
next to their respective signature.
SELLER:
VILLAGE OF MOUNT PROSPECT,
an Illinois home rule municipal corporation
Paul Wm. Hoefert, Mayor
ATTEST:
By:
Karen Agoranos, Village Clerk
Executed by Seller on
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PURCHASER:
MP2 Holdings Inc., an Illinois
corporation
By:
Its: Vice President
Name: Vincent G. Forgione
Executed by Purchaser on
CONDITIONS AND STIPULATIONS
Seller shall deliver to Purchaser, a title commitment issued by Chicago Title
Insurance Company ("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, ("Title
Commitment"), together with copies of all underlying title documents listed in
the Title Commitment ("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) 2022 and subsequent 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, ("Unpermitted
Exceptions"), Purchaser shall have thirty (30) days from the last to occur 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 ("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, and the time of
Closing shall be extended thirty (30) days ("Extended Title Closing Date")
after Purchaser's receipt of a proforma title policy ("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
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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, 2022 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.
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: Paul Wm. Hoefert, Mayor
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Village of Mount Prospect
50 S. Emerson Street
Mount Prospect, Illinois 60056
Email: phoefert@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 / Michael A. Marrs
Email: Icmalina@ktjlaw.com / mamarrs@ktjlaw.com
If to MP2 MP2 Holdings Inc.
c/o The Harlem Irving Companies
4104 North Harlem Avenue
Norridge, Illinois 60706
Attn: Greg Fix
Email: gfix@harlemirving.com
and: DLA Piper LLP (US)
444 W. Lake Street, Suite 900
Chicago, Illinois 60606
Attn: Paul Shadle, Esq., and Mariah DiGrino, Esq.
Email: paul.shadle(a�us.dlapiper.com and
mariah.digrino@us.dlapiper.com
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. 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
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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.
10. 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)
Exhibit 3 — Form of Special Warranty Deed
Exhibit 4 — Form of Bill of Sale
Exhibit 5 — Certificate of Representations and Warranties
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Exhibit 1 to Real Estate Sale Contract
LOT A IN CORPORATE SUBDIVISION NO. 1 VILLAGE OF MT. PROSPECT, A
RESUBDIVISION OF LOTS 8 TO 14 IN BLOCK 12 IN BUSSE & WILLIE'S
RESUBDIVISION IN MT. PROSPECT RECORDED JANUARY 26, 1979 AS DOCUMENT
24817046, IN COOK COUNTY, ILLINOIS.
P. I . N.: 08-12-109-029-0000
Common Address: 112 E. Northwest Highway
Mount Prospect, Illinois 60056
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State of Illinois
)ss.
County of
Exhibit 2 to Real Estate Sale Contract
Disclosure Form
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 herein, swear to the following:
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'/z% 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
that (choose one):
of the Real Estate, I declare under oath
[ ] The owners or beneficiaries of the trust are:
[ ] The shareholders with more than 7 1/2% interest are:
or
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 12021.
NOTARY PUBLIC
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Exhibit 3 to Real Estate Sale Contract
Form of Special Warranty Deed
THIS DOCUMENT WAS
PREPARED BY AND
AFTER RECORDING
RETURN TO:
Attention: )
[This space reserved for recording data.]
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED ("Deed"), is made as of this day of
2022, by the VILLAGE OF MOUNT PROSPECT, Illinois, an Illinois home rule municipal corporation (the
"Grantor"), having an address at 50 S. Emerson Street, Mount Prospect, Illinois 60056 to MP2 Holdings
Inc., an Illinois corporation ("Grantee"), having an address 120 North Hale Street, Wheaton, Illinois 60187.
WITNESSETH:
That the Grantor for and in consideration of the sum of TEN AND 00/100THS DOLLARS ($10.00)
and other good and valuable consideration in hand paid by the Grantee, the receipt and sufficiency of
which is hereby acknowledged, by these presents does GRANT, REMISE, RELEASE, ALIEN, SELL AND
CONVEY unto the Grantee and its successors and assigns FOREVER, all of the real estate described on
Exhibit A attached hereto and made a part hereof together with the building structures, fixtures, and other
improvements located on said real estate, if any, but excluding fixtures and improvements owned by
tenants, and all hereditaments, easements and appurtenances thereunto belonging, or in any way
pertaining to said real estate ("Property"), subject only to those matters described on Exhibit B attached
hereto and made a part hereof ("Permitted Exceptions").
TO HAVE AND TO HOLD the Property, subject only to the Permitted Exceptions, unto the Grantee
and its successors and assigns forever.
Grantor does covenant, promise and agree, to and with the Grantee and its successors and
assigns, that Grantor, and only Grantor, has not done, or suffered to be done, anything whereby the
Property is, or may be, in any manner encumbered, except as herein recited, and that it WILL WARRANT
AND FOREVER DEFEND the Property against persons lawfully claiming by, through, or under Grantor but
not otherwise, except for claims arising under or by virtue of the Permitted Exceptions.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Grantor has caused its name to be signed to these presents on the
date first set forth above.
STATE OF
SS
COUNTY OF
GRANTOR:
VILLAGE OF MOUNT PROSPECT, ILLINOIS, an Illinois
home rule municipal corporation
By:
Name:
Title:
On 2022 before me, the undersigned, personally appeared
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.
Witness my hand and official seal.
Notary Public
My Commission expires:
[SEAL]
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Exhibit A to Special Warranty Deed
Legal Description of the Property
LOT A IN CORPORATE SUBDIVISION NO. I VILLAGE OF MT. PROSPECT, A
RESUBDIVISION OF LOTS 8 TO 14 IN BLOCK 12 IN BUSSE & WILLIE'S
RESUBDIVISION IN MT. PROSPECT RECORDED JANUARY 26, 1979 AS DOCUMENT
24817046, IN COOK COUNTY, ILLINOIS.
P. I . N.: 08-12-109-029-0000
Common Address: 112 E. Northwest Highway
Mount Prospect, Illinois 60056
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Exhibit B to Special Warranty Deed
Permitted Exceptions
(a) All liens, encumbrances, easements, covenants, conditions, restrictions and other matters of
record;
(b) All matters which a correct survey of the Property would disclose;
(c) All matters which could be ascertained by a physical inspection of the Property;
(d) Any and all liens not yet delinquent for real property and personal property taxes and for general
and special assessments against the Property;
(e) All matters arising in connection with any acts of Grantee; and
(f) Building and zoning ordinances and regulations and any other laws, ordinances, or governmental
regulations restricting, regulating or relating to the use, occupancy or enjoyment of the Property.
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Exhibit 4 to Real Estate Sale Contract
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, the VILLAGE OF MOUNT PROSPECT, ILLINOIS, an Illinois
home rule municipal corporation ("Seller"), for and in consideration of the sum of Ten Dollars ($10.00) and
other valuable consideration to it in hand paid by MP2 Holdings Inc., an Illinois corporation, ("Purchaser"),
the receipt and sufficiency of which are hereby acknowledged, hereby sells, assigns, transfers and conveys
unto said Purchaser any and all of Seller's right, title and interest in and to all tangible personal property
located upon the land described in Exhibit A attached hereto and hereby made a part hereof ("Land"),
including, without limitation, any and all appliances, furniture, carpeting, draperies and curtains, tools and
supplies, and other items of personal property (excluding cash, computers, software and all items of
personal property owned by tenants or by the property manager, or leased to Seller), if any, used exclusively
in connection with the operation of the Land, as is, where is, and without warranty, express or implied, of
title, use, merchantability or fitness for any purpose.
TO HAVE AND TO HOLD all of said personal property unto Purchaser, its successors and assigns, to its
own use forever.
[Signature Page Follows]
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IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the day of
, 2022.
SELLER:
VILLAGE OF MOUNT PROSPECT, ILLINOIS, an
Illinois home rule municipal corporation
By:
Paul Wm. Hoefert, Mayor
ATTEST:
By:
Karen Agoranos, Village Clerk
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Exhibit A to Bill of Sale
Legal Description of Land
LOT A IN CORPORATE SUBDIVISION NO. 1 VILLAGE OF MT. PROSPECT, A
RESUBDIVISION OF LOTS 8 TO 14 IN BLOCK 12 IN BUSSE & WILLIE'S RESUBDIVISION
IN MT. PROSPECT RECORDED JANUARY 26, 1979 AS DOCUMENT 24817046, IN COOK
COUNTY, ILLINOIS.
P. I . N.: 08-12-109-029-0000
Common Address: 112 E. Northwest Highway
Mount Prospect, Illinois 60056
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Exhibit 5 to Real Estate Sale Contract
CERTIFICATE OF REPRESENTATIONS AND WARRANTIES
THIS CERTIFICATE OF REPRESENTATIONS AND WARRANTIES is made this _ day of
2022 by the VILLAGE OF MOUNT PROSPECT, ILLINOIS, an Illinois home rule municipal
corporation ("Seller").
Seller intends to sell certain real property ("Property") to MP2 Holdings Inc., an Illinois corporation
("Purchaser"), which real property is located at 112 E. Northwest Highway, Mount Prospect, Illinois 60056,
pursuant to the terms and conditions of a REAL ESTATE SALE CONTRACT made and entered into as of
, 2022, and all amendments thereto (collectively, the "Contract"). The Property is legally
described in the Contract.
In consideration of Purchaser's purchase of the Property, and for purposes of inducing Purchaser's
purchase of the Property, Seller hereby warrants, represents and covenants that all of the representations
and warranties set forth in the Contract remain true, accurate and complete as of the Closing Date under
the Contract.
In consideration of Seller's sale of the Property, and for purposes of inducing Seller's sale of the
Property, Purchaser hereby warrants, represents and covenants that all of the representations and
warranties set forth in the Contract remain true, accurate and complete as of the Closing Date under the
Contract.
Unless otherwise provided in this CERTIFICATE OF REPRESENTATIONS AND WARRANTIES,
all capitalized terms herein shall have the meanings ascribed to them in the Contract.
IN WITNESS WHEREOF, this CERTIFICATE OF REPRESENTATIONS AND WARRANTIES has
been executed for purposes of inducing the passing of title to the Property.
[Signature Page Follows]
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SELLER:
VILLAGE OF MOUNT PROSPECT,
an Illinois home rule municipal corporation ATTEST:
By:
By:
Paul Wm. Hoefert, Mayor Karen Agoranos, Village Clerk
PURCHASER:
MP2 Holdings Inc., an Illinois
corporation
By:
Its: Vice President
Printed Name: Vincent G. Forgione
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EXHIBIT F
PUBLIC IMPROVEMENTS
The Developer shall construct public improvements relative to the Project as directed by
the Village, at the Developer's sole cost and expense, which shall include, but not be
limited to, the following public improvements, along with others required by the Village:
1. Installation of streetscape improvements around the perimeter of the
Project. Streetscape improvements include brick pavers, pedestrian
lighting, landscaping, ornamental street furniture typical of improvements
located throughout the downtown district.
2. Installation of on -street parking on the Project's Maple Street frontage as
depicted on the approved site plan.
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