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HomeMy WebLinkAbout7.1 Ordinance Authorizing a Second Amendment to the Redevelopment Agreement - 20 West BoardDocs® ProPage 1 of 2 Agenda Item Details MeetingOct 02, 2018 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - 7:00 p.m. Category7. NEW BUSINESS Subject7.1 1st reading of an ORDINANCE AUTHORIZING A SECOND AMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE 20 WEST DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AccessPublic TypeAction Preferred DateOct 02, 2018 Absolute DateOct 02, 2018 Fiscal ImpactNo Recommended ActionAuthorize the execution of a second amendment to the Redevelopment Agreement for the 20 West development. Public Content Information 20 West is a mixed-use transit oriented development featuring 73 apartment units and a two-story restaurant space. Construction of the underground parking is nearly complete and vertical construction will start in October. A First Amendment to the Redevelopment Agreement was approved in August 2018 to include additional property acquisition from the former developer to create additional public parking on-site. 20 West LLC has requested a second amendment to the redevelopment agreement (RDA) for the 20 West development project located at 20 W. NW Highway in the Busse Triangle. 20 West LLC has obtained a construction loan for the project from Geneva Capital Group LLC (Geneva) for $16,500,000 to cover a portion of the costs of building the $23.5M project. Geneva has requested that the RDA be amended to list them as a party to be notified if any future modifications are made to the RDA. In addition, Geneva is requesting that the Village allow the assignment of the payment of the TIF incentive from 20 West LLC to Geneva. Staff has reviewed the requests and has no objections to the proposed RDA amendment. Alternatives 1. Authorize the execution of a second amendment to the Redevelopment Agreement for the 20 West development. 2. Action at discretion of Village Board. Staff Recommendation Staff recommends that the Village Board authorize the execution of a second amendment to the Redevelopment Agreement for the 20 West development. 20 West RDA second amendment.pdf (190 KB) Ordinance and Second Amendment to 20 West RDA.pdf (71 KB) Administrative Content https://www.boarddocs.com/il/vomp/Board.nsf/Public10/2/2018 BoardDocs® ProPage 2 of 2 Karen has the ordinance to add. Ordinance has been added. - ka Executive Content https://www.boarddocs.com/il/vomp/Board.nsf/Public10/2/2018 SECOND AMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE 20WEST DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS This SECOND AMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE 20WEST DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS (Second Amendment) is made and entered into as of the ____ day of October, 2018 (Effective Date) by and between the VILLAGE OF MOUNT PROSPECT, ILLINOIS, an Illinois municipal home rule corporation, located in Cook County, Illinois (Village) and 20WEST LLC, an Illinois limited liability company (Developer). The Village and the Developer are sometimes referred to individually as a Party an WITNESSETH WHEREAS, pursuant to Resolution No. 13-18, adopted March 20, 2018, the Village approved the Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois with the Developer (Redevelopment Agreement); and WHEREAS, pursuant to Resolution No. 29-18, adopted August 21, 2018, the Village approved the First Amendment to the Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois, which amended the Redevelopment Agreement with the Developer (First Amendment); and WHEREAS, the Village and Developer desire to amend certain provisions of the Redevelopment Agreement, as amended by the First Amendment, relative to certain terms of the Redevelopment Agreement, as amended by the First Amendment; and 402514_3 1 WHEREAS, in accordance with the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., it is in the best interests of the Village and Developer to enter into this Second Amendment; NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties hereto, and the mutual covenants and agreements hereinafter contained, the Parties hereto agree as follows: 1. That Section XVIII.B. of the Redevelopment Agreement, as amended by the First Amendment, is amended to add the following additional party to receive a copy of notices sent to the Developer: Geneva Capital Group, Inc. 240 E. Willow Street, Suite 102 Wheaton, Illinois 60187 Attention: A. Wayne Massey Reference: 20 West, LLC 2. That the last sentence in Section XI.A. of the Redevelopment Agreement, as amended by the First Amendment, shall read in its entirety as follows: The date the Certificate of Project Completion is issued shall be the Commencement Date. 3. That within three (3) business days of a request from the Developer, the Village shall execute the Affirmative of Collateral Assignment Mount Prospect Apartments, attached hereto as Exhibit K and made a part hereof, and the Village shall provide the Developer with an executed original thereof, with such changes thereto as approved by the Village Manager, in his sole discretion. 4. That all portions of the Redevelopment Agreement, as amended by the First Amendment, not amended hereby, shall remain in full force and effect. 402514_3 2 5. This Second Amendment shall be executed simultaneously in two (2) counterparts, each of which shall be deemed an original, but both of which shall constitute one and the same Second Amendment. 6. The Parties agree to record this Second Amendment against title to the Subject Property, as defined in the Redevelopment Agreement, as amended by the First Amendment, recording charges. 7. This Second Amendment shall be deemed dated and become effective on the day on which this Second Amendment is approved by the Village, with said date appearing on page 1 hereof. \[THIS SPACE INTENTIONALLY LEFT BLANK\] 402514_3 3 IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment 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:________________________ Arlene Juracek, Mayor Karen Agoranos, Deputy Village Clerk 20 WEST, LLC an Illinois limited liability company By:_______________________________ ________________, Manager 402514_3 4 ACKNOWLEDGMENT State of Illinois ) ) SS County of Cook ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that Arlene Juracek and Karen Agoranos, personally known to me to be the Mayor and Deputy Village Clerk of the Village of Mount Prospect, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Mayor and Deputy Village Clerk, they signed and delivered the said instrument and caused the corporate seal of said municipal corporation to be affixed thereto, pursuant to authority given by the Board of Trustees of said Illinois home rule municipal corporation, as their free and voluntary act, and as the free and voluntary act and deed of said Illinois home rule municipal corporation, for the uses and purposes therein set forth. GIVEN under my hand and official seal, this _____ day of _______________, 2018. _____________________________________ Notary Public 402514_3 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 ____________________ personally known to me to be the Manager, of 20 West LLC, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Manager, he/she signed and delivered the said pursuant to authority given by the limited liability company, as his/her free and voluntary act, and as the free and voluntary acts and deeds of said limited liability company, for the uses and purposes therein set forth. GIVEN under my hand and official seal, this _____ day of _______________, 2018. ________________________________ Notary Public 402514_3 6 EXHIBIT K AFFIRMATION OF COLLATERAL ASSIGNMENT MOUNT PROSPECT APARTMENTS WHEREAS, 20 West, LLC, an Illinois limited liability company (Owner), has entered into that certain Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois, dated as of May 1, 2018, as amended by the First Amendment to the Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois, dated as of August 21, 2018 including any and all other amendments thereto (together the Redevelopment Agreement) with the Village of Mount Prospect located in Cook County, Illinois (Village); and WHEREAS, said Redevelopment Agreement provides, among other things, the Village, pursuant to the Redevelopment Agreement, will convey certain property to the Owner (Conveyance) pursuant to the Contract (as defined in the Redevelopment Agreement) and provide reimbursement to Assignor of certain project expenses in an amount not to exceed Two Million and No/100 Dollars ($2,000,000.00), including Five Hundred Thousand and No/100 Dollars ($500,000.00) allocated to reimburse Owner for the cost of certain public improvements (Public Improvements Incentive) and the amount not to exceed One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (Increment), for the reimbursement of TIF Eligible Redevelopment Costs (as defined in the Redevelopment Agreement) in accordance with the development of and construction upon the land legally described in Exhibit A, which is referred to as the Property. The Public Improvements Reimbursement and the Increment are referred to herein as the Redevelopment Incentive; and WHEREAS, the Redevelopment Incentive is under the exclusive control of the bject to Owner satisfying and meeting the terms of the Redevelopment Agreement; and WHEREAS, Geneva Capital Group, LLC, its participant, successors or assigns, whose address is 240 E. Willow Avenue, Suite 102, Wheaton, Illinois 60187 (Lender) intends to make a loan to Owner in the principal amount of Sixteen Million Five Hundred Thousand and No/100 Dollars ($16,500,000.00) (Loan), in furtherance of the redevelopment of the Property; and WHEREAS, to secure the Loan, Owner shall encumber the Property by entering into that certain Mortgage and Security Agreement dated __________ __, 2018, to and in favor of Lender (as amended, increased, renewed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time, the Mortgage) to be recorded in the Official Records of the County of Cook, State of Illinois; and 402514_3 7 WHEREAS, Owner has also collaterally assigned its right to receive reimbursements under the Redevelopment Agreement to Lender pursuant to the Assignment of Redevelopment Agreement of even date herewith; and WHEREAS, Lender requires as a condition of making the Loan to the Owner that Redevelopment Incentive under the terms of the Redevelopment Agreement; NOW THEREFORE, in recognition of the foregoing, the Village hereby Redevelopment Incentive pursuant to the Redevelopment Agreement and affirms the Lender. 1. Copies of all notices to Owner under the terms of the Redevelopment Agreement shall be sent to Lender, including without limitation, reimbursement amount, default and termination notices, with all such notices to be delivered in the same manner prescribed for in the Redevelopment Agreement at the following address of Lender by the party sending said notice: Geneva Capital Group, Inc. 240 E. Willow Street, Suite 102 Wheaton, Illinois 60187 Attention: A. Wayne Massey Reference: 20 West, LLC 2. Village represents and agrees that: (a) that the conditions set forth in Sections V.B.1.3. and V.B.5. of the Redevelopment Agreement have been satisfied by Developer; (b) that the conditions set forth in Section VI. A.1.-3. Of the Redevelopment Agreement have been satisfied by Developer; and (cSection VI.B. shall at all times remain, subject and subordinate to the Mortgage, the lien and security interest imposed by the Mortgage and the right to enforce such lien or security interest, and all advances made under or secured by the Loan. 3. Pursuant to Section XVIII.R. of the Redevelopment Agreement, the Village to the Lender. IN WITNESS WHEREOF, this Affirmation of Collateral Assignment is executed this ___ day of September, 2018. VILLAGE OF MOUNT PROSPECT By: Name: Its: 402514_3 8 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY PARCEL 2: THAT PART OF LOT 2 IN BLOCK 3 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT IN THE WEST 1/2 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE WEST LINE OF THE EAST 60 FEET OF SAID LOT 2 WITH THE NORTH LINE OF BUSSE AVENUE AS DEDICATED BY DOCUMENT NO. 342070; THENCE WESTWARD ALONG THE SAID NORTH LINE, A DISTANCE OF 50.01 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 06 MINUTES 53 SECONDS EAST, PARALLEL WITH THE EAST LINE OF SAID LOT 2 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, 101.08 FEET TO A POINT ON A LINE THAT IS THE WESTERLY EXTENSION OF THE SOUTHERNMOST LINE OF LOT 2 IN MOUNT PROSPECT CENTRAL DISTRICT SUBDIVISION OF PART OF THE WEST 1/2 OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 23, 1949 AS DOCUMENT 1275902; THENCE NORTH 89 DEGREES 35 MINUTES 57 SECONDS EAST, ALONG SAID WESTERLY EXTENSION, 27.00 FEET; THENCE SOUTH 00 DEGREES 06 MINUTES 44 SECONDS WEST, PARALLEL WITH THE EAST LINE OF SAID LOT 2 IN BUSSE AND WILLE'S RESUBDIVISION IN MOUNT PROSPECT, 100.88 FEET TO THE NORTH LINE OF BUSSE AVENUE; THENCE SOUTH 89 DEGREES 10 MINUTES 36 SECONDS WEST, ALONG THE NORTH LINE OF BUSSE AVENUE, 27.01 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-102-030 & 058 Common Address: 32 W. Busse Ave. PARCEL 3: LOT 1 IN IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT, BEING A RESUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ON OCTOBER 27, 1986 AS DOCUMENT LR35-61-889, EXCEPTING THEREFROM THE FOLLOWING TRACT DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 1; THENCE SOUTH 00 DEGREES 06 MINUTES 53 SECONDS WEST, ALONG THE EAST LINE OF SAID LOT 1, A DISTANCE OF 23.07 FEET; THENCE SOUTH 89 DEGREES 35 MINUTES 57 SECONDS WEST 46.73 FEET TO THE WEST LINE OF SAID LOT 1; THENCE NORTH 00 DEGREES 08 MINUTES 52 SECONDS WEST, ALONG SAID WEST LINE, 24.71 FEET TO THE NORTH LINE OF SAID LOT 1; THENCE SOUTH 88 DEGREES 23 MINUTES 49 SECONDS EAST, ALONG SAID NORTH LINE, 46.86 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-102-057 Common Address: 34 W. Busse Ave. 402514_3 9 PARCEL 4: LOT 2 IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT BEING A RESUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO PLAT THEREOF REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ON OCTOBER 27, 1986 AS DOCUMENT NUMBER LR3561889, EXCEPT THEREFROM THE FOLLOWING DESCRIBED PROPERTY: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 00 DEGREES 06 MINUTES 44 SECONDS WEST, ALONG THE EAST LINE OF SAID LOT 2 A DISTANCE OF 21.32 FEET; THENCE SOUTH 89 DEGREES 35 MINUTES 57 SECONDS WEST 23.00 FEET TO THE WEST LINE OF SAID LOT 2; THENCE NORTH 00 DEGREES 06 MINUTES 44 SECONDS EAST, ALONG SAID WEST LINE 22.12 FEET TO THE NORTH LINE OF SAID LOT 2; THENCE SOUTH 88 DEGREES 23 MINUTES 49 SECONDS EAST, ALONG SAID NORTH LINE, 23.00 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-102-059 Common Address: 30 W. Busse Ave. PARCEL 5: THAT PART OF WEST BUSSE AVENUE AND WILLIE STREET IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 1 OF DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1 IN THE RESUBDIVISION OF LOTS 4 AND 5 IN BLOCK 16 IN JOHN MEYN'S SUBDIVISION OF PART OF BLOCK 16 OF MT. PROSPECT, A SUBDIVISION IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN; THENCE S01°09'25"E ALONG THE WEST LINE OF SAID LOT 1 FOR A DISTANCE OF 14.74 FEET TO A POINT OF CURVE ON THE WEST LINE OF SAID LOT 1; THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT BEING THE WESTERLY LINE OF SAID LOT 1, SAID CURVE HAVING AN ARC LENGTH OF 37.97 FEET, A RADIUS OF 20.00 FEET, A CHORD BEARING OF S05°01'24"E AND A CHORD LENGTH OF 32.52 FEET THE SOUTHWESTLY CORNER OF SAID LOT 1; THENCE N59°23'32"W ALONG THE NORTHWESTERLY EXTENTION OF SAID LOT 1, FOR A DISTANCE OF 69.89 FEET TO A POINT ON A LINE BEING THE SOUTHERLY EXTENTION OF THE WEST LINE OF LOT 1 IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT, BEING A RESUBDIVISION OF PART OF THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF REGISTERED IN THE REGISTRAR'S OFFICE OF COOK COUNTY, ON OCTOBER 27, 1986 AS DOCUMENT LR35-61-889; THENCE N01°06'07"W ALONG SAID WEST LINE OF LOT 1 MEERSMAN RESUBDIVISION IN MOUNT PROSPECT AS EXTENDED SOUTH FOR A DISTANCE OF 118.03 FEET TO A POINT ON THE WEST LINE OF SAID LOT 1 MEERSMAN RESUBDIVISION IN MOUNT PROSPECT, SAID POINT BEING THE NORTHWEST CORNER OF VACATED WILLIE STREET RECORDED MAY 30, 2000 AS DOCUMENT NUMBER 454455: THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT, BEING THE EASTERLY LINE OF SAID VACATED WILLIE STREET, SAID CURVE HAVING AN ARC LENGTH OF 34.02 FEET, A RADIUS OF 50.00 FEET, A CHORD BEARING OF S20°24'06"E AND A CHORD LENGTH OF 33.37 FEET, TO THE SOUTHEAST CORNER OF SAID VACATED WILLIE STREET, ALSO BEING A POINT ON THE SOUTH LINE OF SAID LOT 1 IN MEERSMAN RESUBDIVISION AND ALSO BEING THE NORTH LINE OF BUSSE AVENUE AS DEDICATED PER DOCUMENT NUMBER 342070; THENCE N88°13'21"E ALONG SAID NORTH LINE OF BUSSE AVENUE FOR A DISTANCE OF 85.25 FEET TO THE SOUTHEAST CORNER OF LOT 2 SAID MEERSMAN RESUBDIVISION IN MOUNT PROSPECT: THENCE S00°50'31"E ALONG THE 402514_3 10 SOUTHERLY EXTENTION OF SAID LOT 2 IN MEERSMAN RESUBDIVISION IN MOUNT PROSPECT FOR A DISTANCE OF 54.92 FEET; THENCE S59°23'32"E FOR A DISTANCE OF 42.07 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 1 IN DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1, SAID POINT BEING 27.18 FEET WEST OF THE NORTHEAST CORNER OF SAID LOT 1 IN DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1; THENCE S88°50'35"W ALONG THE NORTH LINE OF SAID LOT 1 IN DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1 FOR A DISTANCE OF 74.59 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. P.I.N.: NA, (Busse Ave. right of way) Common Address: NA, (Busse Ave. right of way) Parcel 6: LOT 1 OF DUNKIN' DONUTS RESUBDIVISION OF SUBLOT 1 IN THE RESUBDIVISION OF LOTS 4 AND 5 IN BLOCK 16 IN JOHN MEYN'S SUBDIVISION OF PART OF BLOCK 16 OF MT. PROSPECT, A SUBDIVISION IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. P.I.N.: 08-12-107-022 Common Address: 20 W. NW Highway 402514_3 11 ORDINANCE NO. _______ AN ORDINANCE AUTHORIZING A SECONDAMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE 20WEST 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 Mayorand Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: SECTION 1:The Mayorand 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, 65 ILCS 5/11-74.4-1, et seq., as amended from time to time (“TIF Act”). C.Pursuant to its powers and in accordance with the TIF Act, and pursuant to Ordinance Nos. 6293, 6294 and 6295, adopted January 17, 2017, the Prospect and Main Tax Increment Financing District (“TIF District”) was formedas a TIF district, for a twenty-three (23) year period. Ordinance Nos. 6293, 6294 and 6295 are incorporated herein by reference. D.Pursuant to and in accordance with the TIF Act and the Ordinances establishing the TIF District, the Corporate Authoritiesof the Village are empowered under the TIF Act to purchase and sell properties within the TIF District. E.Pursuant to Resolution No. 13-18, adopted March 20, 2018, the Village approved the “Redevelopment Agreement for the 20WEST Development Comprising aPart of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois” (“Redevelopment Agreement”) by and between the Village and 20WEST LLC (“Developer”). F.Pursuant to Resolution No. 29-18, adopted August 21, 2018, the Village approvedthe “First Amendment to the Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois” (“First Amendment ”) by and between the Village and the Developer. G.The Village and Developer desire to amend certain provisions of the Redevelopment Agreement, as amended by the First Amendment. 402517_2 1 H.It is the desire of the Village amend the Redevelopment Agreement, as amended by the First Amendment, as set forth in the“SecondAmendment to the Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois,” attached hereto as EXHIBIT Aand made a part hereof (“SecondAmendment”). I.It is in the best interest of the Village to enter into the SecondAmendment, to ensure that redevelopment within the TIF District continues. 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 SecondAmendment and perform the Village’s obligations thereunder, and they are further authorized and directed to execute and deliver such other instruments, including the SecondAmendment, as may be necessary or convenient to consummate such purchase.All actions of the Village taken pursuant to the Redevelopment Agreement and the First Amendment are hereby ratified and confirmed in this Ordinance. 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 ___ day of October, 2018, pursuant to a roll call vote as follows: AYES:___________________________________________ NAYS:___________________________________________ ABSENT:_________________________________________ APPROVEDthis ___ day of October, 2018, by the Village Mayorof the Village of Mount Prospect, and attested by the Village Clerk, on the same day. _____________________________________ Village Mayor APPROVED and FILEDin my office this ___ day of October, 2018 and published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois. ATTEST: ____________________________________ Village Clerk 402517_2 2 EXHIBIT A SECONDAMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE 20WEST DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS (attached) 396489_1 SECONDAMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE 20WEST DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS This SECONDAMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE 20WEST DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS(“Second Amendment”) is made and entered into as of the ____ day of October, 2018(“Effective Date”)by and between the VILLAGE OF MOUNT PROSPECT, ILLINOIS, an Illinois municipal home rule corporation, located in Cook County, Illinois (“Village”) and 20WEST LLC,an Illinois limited liability company (“Developer”). The Village and the Developer are sometimes referred to individually as a “Party”and collectively as the “Parties.” WITNESSETH WHEREAS, pursuant to ResolutionNo. 13-18,adopted March 20, 2018, the Village approved the “Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois”with the Developer (“Redevelopment Agreement”); and WHEREAS, pursuant to ResolutionNo. 29-18, adopted August 21, 2018, the Village approved the “First Amendment to the Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois,”which amended the Redevelopment Agreementwith the Developer (“First Amendment”); and WHEREAS, the Village and Developer desire to amend certain provisions of the Redevelopment Agreement,as amended by the First Amendment,relative tocertain terms of the Redevelopment Agreement,as amended by the First Amendment; and 402514_2 1 WHEREAS, in accordance with the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., it is in the best interests of the Village and Developer to enter into this SecondAmendment; NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties hereto, and the mutual covenants and agreements hereinafter contained, the Parties hereto agree as follows: 1.That Section XVIII.B.of the Redevelopment Agreement,as amended by the First Amendment,is amended to add the following additional party to receive a copy of notices sent to the Developer: Geneva Capital Group, Inc. 240 E. Willow Street, Suite 102 Wheaton, Illinois 60187 Attention: A. Wayne Massey Reference: 20 West, LLC 2.That the “Conveyance Deadline,”as defined in Section V.B. of the Redevelopment Agreement,as amended by the First Amendment,shall be November 30, 2018. 3.That the last sentence in Section XI.A. of the Redevelopment Agreement, as amended by the First Amendment, shall read in its entirety as follows: The date the Certificate of Project Completion is issued shall be the “CommencementDate.” 4.That within three (3) business days of a request from the Developer, the Village shall execute the “Affirmative of Collateral Assignment Mount Prospect Apartments,”attached hereto as Exhibit Kand made a part hereof, and the Village shall 402514_2 2 s provide the Developer with an executed original thereof, with such changes thereto a approved by the Village Manager, in his sole discretion. 5.That all portions of the Redevelopment Agreement, as amended by the First Amendment, not amended hereby, shall remain in full force and effect. 6.This SecondAmendment shall be executed simultaneously in two (2) counterparts, each of which shall be deemed an original, but both of which shall constitute one and the same SecondAmendment. 7.The Parties agree to record this SecondAmendment against title to the “Subject Property,” as defined in the Redevelopment Agreement, as amended by the First Amendment, with the Cook County Recorder’s Office, with Developer paying the recording charges. 8.This SecondAmendment shall be deemed dated and become effective on the day on which this SecondAmendmentis approved by the Village, with said date appearing on page 1 hereof. \[THIS SPACE INTENTIONALLY LEFT BLANK\] 402514_2 3 the Parties hereto have caused this Second IN WITNESS WHEREOF, Amendmentto be executed on or as of the day and year first above written. VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporationATTEST: By:_______________________________By:________________________ Arlene Juracek,Mayor Karen Agoranos, Village Clerk 20 WEST, LLC an Illinois limited liabilitycompany By:_______________________________ ________________,Manager 402514_2 4 ACKNOWLEDGMENT State of Illinois ) ) SS County of Cook ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that Arlene Juracek and Karen Agoranos, personally known to me tobe 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 foregoinginstrument, appeared before me this day in person and severally acknowledged that as such Mayor andVillage 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 _______________, 2018. _____________________________________ Notary Public 402514_2 5 ACKNOWLEDGMENT State ofIllinois ) ) SS County of Cook ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that ____________________personally known to me to be the Manager, of 20 West LLC, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Manager,he/she signed and delivered the said pursuant to authority given by thelimited liability company, as his/her free and voluntary act, and as the free and voluntary acts and deeds of saidlimited liability company, for the uses and purposes therein set forth. GIVEN under my hand and official seal, this _____ day of _______________, 2018. ________________________________ Notary Public 402514_2 6 EXHIBIT K AFFIRMATION OF COLLATERAL ASSIGNMENT MOUNT PROSPECT APARTMENTS (attached) 402514_2 7 AFFIRMATION OF COLLATERAL ASSIGNMENT MOUNT PROSPECT APARTMENTS WHEREAS, 20 West, LLC, an Illinois limited liability company (“Owner”), has entered into that certain “Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois,” dated as of May 1, 2018, as amended by the “First Amendment to the Redevelopment Agreement for the 20WEST Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois,” dated as of _________ __, 2018including any and all other amendments thereto (together the “Redevelopment Agreement”) with the Village of Mount Prospect located in Cook County, Illinois (“Village”);and WHEREAS, said Redevelopment Agreement provides, among other things, the Village, pursuant to the Redevelopment Agreement, will convey certain property to the Owner (“Conveyance”) pursuant to the Contract (as defined in the Redevelopment Agreement) and provide reimbursement to Assignor of certain project expenses in an amount not to exceed Two Million and No/100 Dollars ($2,000,000.00), including Five Hundred Thousand and No/100 Dollars ($500,000.00) allocated to reimburse Owner for the cost of certain public improvements (“Public Improvements Incentive)”and the amount not to exceed One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (“Increment”), for the reimbursement of TIF Eligible Redevelopment Costs (as defined in the Redevelopment Agreement) in accordance with the development of and construction upon the land legally described in Exhibit A, which isreferred to as the “Property.” The Public Improvements Reimbursement and the Increment are referred to herein as the “Redevelopment Incentive;” and WHEREAS, the Redevelopment Incentive is under the exclusive control of the Village, and Owner’s right to reimbursement is subject to Owner satisfying and meeting the terms of the Redevelopment Agreement; and WHEREAS,Geneva Capital Group, LLC, its participant, successors or assigns, whose address is 240 E. Willow Avenue, Suite 102, Wheaton, Illinois 60187 (“Lender”) intends to make a loan to Owner in the principal amount of Sixteen Million Five Hundred Thousand and No/100 Dollars ($16,500,000.00) (“Loan), in furtherance of the redevelopment of the Property; and WHEREAS, to secure the Loan, Owner shall encumber the Property by entering into that certain Mortgage and Security Agreement dated ____________, 2018, to and in favor of Lender (as amended, increased, renewed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time, the “Mortgage”)to berecorded in the Official Records of the County of Cook, State of Illinois; and WHEREAS, Owner has also collaterally assigned its right to receive reimbursements under the Redevelopment Agreement to Lender pursuant to the Assignment of Redevelopment Agreement of even date herewith; and 402514_2 8 WHEREAS, Lender requires as a condition of making the Loan to the Owner that the Village consent to of Owner’s assignment to Lender of their rights to receive the Redevelopment Incentive under the terms of the Redevelopment Agreement; NOW THEREFORE, in recognition of the foregoing, the Village hereby acknowledges the grant of the security interest to Lender of Owner’s rights to receive the Redevelopment Incentive pursuant to the Redevelopment Agreement and affirms the aforedescribed Assignment of Owner’s rights under the Redevelopment Agreement to Lender. 1.Copies of all notices to Owner under the terms of the Redevelopment Agreement shall be sent to Lender, including without limitation, reimbursement amount, default and termination notices, with all such notices to be delivered in the same manner prescribed for in the Redevelopment Agreement at the following address of Lender by the party sending said notice: Geneva Capital Group, Inc. 240E. Willow Street, Suite 102 Wheaton, Illinois 60187 Attention: A. Wayne Massey Reference: 20 West, LLC 2.Village represents and agrees that: (a) the Conveyance Deadline shall mean and refer to November 30 2018; (b) that the conditions set forth in Sections V.B.1.– 3.and V.B.5.of the Redevelopment Agreement have been satisfied by Developer; (c) that the conditions set forth in Section VI. A.1.-3. Of the Redevelopment Agreementhave been satisfied by Developer; and (d) the Village’s right under Section VI.B. shall at all times remain, subject and subordinate to the Mortgage, the lien and security interest imposed by the Mortgage and the right to enforce such lien or security interest, and all advances made under or secured by the Loan. 3.Pursuant to Section XVIII.R. of the Redevelopment Agreement, the Village consents to the Developer’s assignment of the payment of the Redevelopment Incentive to the Lender. IN WITNESS WHEREOF, this Affirmation of Collateral Assignment is executed this ___ day of September, 2018. VILLAGE OF MOUNT PROSPECT By: Name: Its: 402514_2 9 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY (attached) 402514_2 10