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Ord 6447 09/11/2019 Authorizing RDA for the Maple Street Lofts Development comprising a part of the Prospect and Main TIF District
Prepared by: Klein Thorpe and Jenkins, Ltd. IIIIIIIIIIIIIIIIIIIIII�IIIi�llllll�llll�llllllllllllllllll 20 North Wacker Drive I Suite 1660 19266170340 Chicago, IL 60606-2903 (#2881,189) Icic# 192r,F,1?G .4 Fee $8_;.00 Prepared on behalf of RHSP FEE:$9.00 RPRF FEE: $1.00 the Village of Mount Prospect EDWARD M. MOODY COOK COUNTY RECORDER OF DEEDS Record against: DATE: 09123/2019 11:11 AM PG: 1 OF 96 PINs: 08.12-122.015.0000 08.12.122.016.0000 08.12.122.019-0000 08-12.122.034.0000 08.12.122.036-1007 08.12-122.036.1008 08-12.122.036-1009 [Above space for Recorder's Office] COOK COUNTY, ILLINOIS RECORDING COVER SHEET FOR ORDINANCE No. 6447 — AN ORDINANCE AUTHORIZING A REDEVELOPMENT AGREEMENT FOR THE MAPLE STREET LOFTS DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS. APPROVED APRIL 9, 2019 After recording return to: KLEIN, THORPE AND JENKINS, LTD. 20 N. WACKER DRIVE, SUITE 1660 CHICAGO, ILLINOIS 60606 425646 1 OK BY STATE OF ILLINOIS ) SS COUNTY OF COOK ) I, Karen Agoranos, do hereby certify that I am the duly appointed Village Clerk of the Village of Mount Prospect and as such, am keeper of the records and files of said Village. I do further certify that attached hereto is a true and correct copy of Ordinance No. 6447 entitled"AN ORDINANCE AUTHORIZING A REDEVELOPMENT AGREEMENT FOR THE MAPLE STREET LOFTS DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOS" passed at the regular meeting of the Mayor and Board of Trustees held April 10, 2019, at which time the Village Board voted as follows: AYES: Grossi, Hatzis, Rogers, Saccotelli, Zadel NAYS: Hoefert ABSENT: None all as appears in the official records and files in my care and custody. Dated this 11th day of September, 2019. gu M-- Karen M. Agoran w Village Clerk Village of Mount Prospect Cook County, Illinois (Seal) ORDINANCE NO. 6447 AN ORDINANCE AUTHORIZING A REDEVELOPMENT AGREEMENT FOR THE MAPLE STREET LOFTS 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 Village has the authority, pursuant to the laws of the State of Illinois, including 65 ILCS 5/8-1-2.5, to promote the health, safety and welfare of the Village and its inhabitants, to prevent the presence of blight, to encourage private development in order to enhance the local tax base and increase additional tax revenues realized by the Village, to foster increased economic activity within the Village, to increase employment opportunities within the Village, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes, and otherwise take action in the best interests of the Village. C. The 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'). D. 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 formed as a TIF district, for a twenty-three (23) year period. Ordinance Nos. 6293, 6294 and 6295 are incorporated herein by reference. E. Pursuant to and in accordance with the TIF Act and the Ordinances establishing the TIF District, as amended, the Corporate Authorities of the Village are empowered under Section 4(c) of the TIF Act, 65 ILCS 5/11- 74.4-4(c), to convey and dispose of Village-owned property within the TIF District. F. The Village is the fee owner the property legally described on EXHIBIT A attached hereto and made part hereof ("Village Property"), which is located within the TIF District. 407877.3 1 G. Maple Street Lofts, LLC ("Developer") desires to acquire ownership of the Village Property, and other property in the vicinity thereafter (together the "Property"), and redevelop the Property with apartments, commercial space and rowhomes, which may include a public parking garage to be owned by the Village with approximately two hundred sixty-eight (268) spaces ("Project"). H. The Village desires to convey the Village Property to the Developer to allow the Project to be constructed and operated, in furtherance of the Redevelopment Plan and Project for the TIF District, which Project the Developer cannot complete without the Village Property and the incentives provided in the Redevelopment Agreement (as defined in Section 1.1. below). 1. That attached hereto as EXHIBIT B and made part hereof is a "Redevelopment Agreement for the Maple Street Lofts Development Comprising a part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois," between the Developer and the Village, which sets forth the terms and conditions pursuant to which the Developer will proceed with, redevelop, and operate, the Project on the Property ("Redevelopment Agreement"). 1 That notice of the Village's intent to enter into the Redevelopment Agreement, including the Village's intent to transfer title to the Village Property pursuant thereto, was published pursuant to 65 ILCS 5/11-74.4- 4(c) JNarc,J ("Notice"); a copy of the publisher's certificate in relation to said Notice being attached hereto as EXHIBIT C and made part hereof. K. It is in the best interest of the Village to enter into the Redevelopment Agreement, 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 Redevelopment Agreement and perform the Village's obligations thereunder, and they are further authorized and directed to execute and deliver such other instruments, including the Redevelopment Agreement, as may be necessary or convenient to consummate such purchase. 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, 4078773 2 ADOPTED this_I day of April, 2019, pursuant to a roll call vote as follows: AYES:Grossi,Hatzis,Rogers,SaccotelIi,Zadel NAYS: Hoefert ABSENT: None APPROVED this 9th day of April, 2019, 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 10th day of April, 2019 and published in pamphlet form in the Village of Mount Prospect,Cook County, Illinois. ATTEST: GSI. Vill ge Clerk 4078773 3 EXHIBIT A Legal Description of the Village Property (attached) a 4078773 4 EXHIBITA Legal Description of the Village Property Legal Description of the Village Property Lot A in Corporate Subdivision No. 10-A, being a resubdivision of both lot A in Boesche's Resub and lot A in Corporate Sub. No. 10 in the east half of the northwest%of section 12,township 41 north, range 11 east of the third principal meridian, in Cook County, Illinois P.I.N.: 08-12-122-034-0000; Common Address: 301 S. Maple Street, Mount Prospect, Illinois 60056 Y, EXHIBIT E-1 Legal Description of the Developer Property Lots 10 and 17 in J.A. Weber's addition to Mt. Prospect, a subdivision of the east Y2 of the northwest %of Section 12, Township 41 north, Range 11 east of the Third Principal Meridian, in Cook County Illinois; and Lots 16 and 11 in J.A. Weber's addition to Mt. Prospect, a subdivision of part of the east Y2 of the northwest'/a of Section 12,Township 41 north, Range 11 east of the Third Principal Meridian, in Cook County Illinois. P.I.N.s: 08-12-122-015-0000 08-12-122-016-0000 08-12-122-019-0000 08-12-122-036-1007 08-12-122-036-1008 08-12-122-036-1009 Common Addresses: 215 E. Prospect Ave., Mount Prospect, Illinois.60056. 225-235 E. Prospect Ave., Mount Prospect, Illinois 60056. 232-240 E. Lincoln Street, Mount Prospect, Illinois 60056. 407839 14 57 EXHIBIT B Redevelopment Agreement (attached) 407677,_3 5 EXHIBIT C Publisher's Certificate of Property Conveyance Notification (attached) 407877,,,,,,3 6 P'UULIC SdOTIC'C PalA SUAt4T"242,65 la.Cs Srdd.24,4.4rcr rduar Com urore A.ulharlales orl vW000,ofMount Pros. aIeett ql non�lld dnesr"fdiy. April 9.2019 at 2:44 rv.pn.,of the Mount Prospect Village A aldw s9 5.e"TOr:ton Sdreol, Mount Prospec�, llhnols 60056,w IP consldor ouThar- 9 Ino the Mayor and 6nflone Clorktooxecvfo'a"Redoulelw opmena A9ronroont for the Mangle sireea 1.605, LVVIop+ ment C'trnprtnlnsb o port of "'1e Pr°� 'and Main TIP CERTIFICATE OF PUBLICATION IslydOd uP llw 'V'pddar of III Prospect, III nody"' ""°�wilt l t"e fol lro owi n- Paddock Publications,Inc. er o -tale to to theerty tboa o erloper,.110 Nl,ut aMrdrawod- rJvCr m;try redaawalnp It t?t A in Corporoto SubANI. dlwlsBOn or bout qoP A In In CodpOfofo Sue.d9o.10 191 tla a Ofast hall of tl,e fraar4nY- D&fffftd wwe5f"A od soclton 12,luww ship 41 third Pr1nc[PW ll,cost Corporation organized and existing under and by virtue of the laws of lfrn"111 caak aaYenry,li�lr,en the State of Illinois,DOES HEREBY CERTIFY that it is the publisher Cornmon Address: S.�ar:pde str,Ill of the DAILY HERALD.That said DAILY HERALD is a secular IS. ovie sOr,hldnods already: In tun°raYefrrnOO or the rade. newspaper and has been circulated daily in the Village(s)of welopmend a crdw" of 1110 f�rosoeol onp oln lF lawn• Al on 411 Arlin tura ilei hts Auro a l^ortli Aurora B�aPbriockKbourrt. tills In Mount ro d�r0l redo vel. Barran.ton 1I r"ra m�,ment eof the properdyw In Barras] t n Ilartlo to 1"li 1. LaICC arrin tCPn N4 0 t11 Tr141gtC8[, Clrltll 1Yue1dddAA r aarc n3,'ddoyl no o ett Brat via Buffalo C'rove Burlin am)ton Dills. mons AftrWYOmOnt wdld tin• -- cuede ltYe Oorsrrucadon el 01 Ca entersvi le a stat Lake Deerfield eld l ac P rk 1)cs Plaines Clburn ptonoed anti dowelitImoon Y11cluddno o mixed use bulnd, melox Lake movin.Elk Grove Villa Ing Is andwnd,ed oxi ofe1.. F-..asst IJverOrove "ranlclin Plar Ocrd a t'. ill arts C ,nview+Cra slalCl:� . mends oosl uyof 192rraport, 14,000 square feet gar rehnll,e � �..z„_. .....�...._.o._..�... A5 undr opertmonr eunlddno '"" and 56 rowhomo un1l%and !rccn OakS.Gurnee 1-Iaiaaesville Tlaan she re Baro ver Pal wthorn Woods wwhlch wdh adls.a Include nd- rY mount os rhe lydIaan nrnr ly Highland Park 1-i wood floffanan Estaates Huntle lrxverness lslitnd I�.ake Io the wici nti Of I a prorl to a�oved °n a�gun l ilaertyvslla I as a uff,l eke Forest Lake t he ells e chose Parte' Zurich r Lake Vrll Lake th rwaauor PrOspoc a raper w e oaa Nor lrlont�onxc Morton[trove r v Orly Ord quest +rdPrfOtw w EI a eer "a e ou improved st rose w Ip O panel cola9shire Lindenlaur,st L cattco ;file Wdf 9rargdPd. A wMt Pros eq.3 1i1�uracldMlgi% iles tlabr ok ortlrEeld Nora. °3 e.. conyafi'r�d,e tlefdsrdrufd of rlYc proposed RodavoW 0114 nspa go 1400 lMourntt Pins � RQ11irig 1�lead �l�o w anorat.Roe Pros ect �aaaadtl akle l�ourtd Lalec Bea hver ds fdrllloolsa /ar r+rbow, Any 9dnmyt!iliares rtwI ewer"li Round Lake Hei g hts.Round Lase Park�'chaumbur Schiller Park.Slegpy"�I�,��.ow ,, or Old shoulal dalndocr the St.Charles St�rcatt od.,Su ar Orove Third.Lake Tower Lakes €erten -fills Mount Prmt�orl V11Nasdqa�e fwYf r70pur,MIC cossorfy„ aiI��r 9"}2.609616"Any neer• Volo Wadsworth Wauconda Whtake an West Dundee,Wheeling WilcL�oq_d. pr0pd$pyd6 8aY1Y0 not wr d aC nnl�bmittrmdneI theilY�villonI. Wilmette flay,MWrch 29,21119,et,,ale County(ies)of Cook Dane LaeMcHenry _ p.m. MOUNT PROSPECT ROF SPECT and State of Illinois,continuously for more than one year prior to the VIII09e 60'r"'n`" date of the first publication of the notice hereinafter referred to and is of mor r ,201 ra4fly 52090mulrpliCt general circulation throughout said Village(s),County(ies)and State. I further certify that the DAILY HERALD is a newspaper as defined in "an Act to revise the law in relation to notices" as amended in 1992 Illinois Compiled Statutes,Chapter 715,Act 5,Section 1 and 5.That a notice of which the annexed printed slip is a true copy,was published 3/22/19 in said DAILY HERALD. IN WITNESS WHEREOF,the undersigned,the said PADDOCK PUBLICATIONS,Inc.,has caused this certificate to be signed by,this authorized agent,at Arlington Heights,Illinois. PADDOCK PUBLICATIONS,INC. DAILY HERALD NEWSPAPERS BY ® _ f Authorized Agent Control#4520886, REDEVELOPMENT AGREEMENT FOR THE MAPLE STREET LOFTS DEVELOPMENT COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS This Redevelopment Agreement For The Maple Street Lofts 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 9th day of June, 2019 ("Effective Date") by and between the Village of Mount Prospect, Illinois, an Illinois home rule municipal corporation ("Village") and Maple Street Lofts, LLC, an Illinois limited liability company ("Developer') The Village and the Developer are sometimes referred to herein individually as a "Party," and collectively as the "Parties." WITNESSETH: In consideration of the Preliminary Statements, the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties hereto agree as follows: I. PRELIMINARY STATEMENTS Among the matters of mutual inducement which have resulted in this Agreement are the following: A. The Village is a home rule unit of government in accordance with Article VII, Section 6 of the Constitution of the State of Illinois, 1970. B. The Village has the authority, pursuant to the laws of the State of Illinois, including, but not limited to 65 ILCS 5/8-1-2.5, to promote the health, safety and welfare of the Village and its inhabitants, to prevent the presence of blight, to encourage private development in order to enhance the local tax base and increase additional tax revenues realized by the Village, to foster increased economic activity within the Village, to increase employment opportunities within the Village, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes, and otherwise take action in the best interests of the Village. C. The Village is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., as amended ("Act"), to finance redevelopment in accordance with the conditions and requirements set forth in the Act. D. Pursuant to Ordinance Numbers 6293, 6294 and 6295, adopted January 17, 2017, the Village designated the tax increment redevelopment project 407838 Ia 1 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("Village Property"). F, The Developer desires to acquire ownership of the Village Property and redevelop the Village Property with apartments, commercial space and rowhomes, as depicted on the site plan attached hereto as EXHIBIT_G, and made part hereof, and as described in further detail in EXHIBIT D, p attached hereto and made part hereof("Developer Project"). G. Developer is the fee owner of certain real property and has certain real property under contract to purchase, consisting of parcels, located within the Redevelopment Project Area, said property being legally described on EXHIBIT E-1, attached hereto and made a part hereof ("Developer Property"), and there is a portion of the Developer Property owned by Developer which the Village desires to acquire, said property being legally described on EXHIBIT E-2, attached hereto and made a part hereof ("Developer Conveyed Property"). Together the Village Property and the Developer Property are the "Property." H. The Village desires to acquire ownership of the Developer Conveyed Property and to have the Developer Conveyed Property redeveloped with a parking garage of approximately two hundred sixty-eight (268) spaces, consisting of three (3) levels of parking, as depicted on the site plan attached hereto as EXHIBIT F, and made part hereof, and as described in further detail in EXHIBIT G, attached hereto and made part hereof ("Parking Garage Project"). If the Village and Developer enter into a separate written agreement to have Developer construct the Parking Garage Project, per Section VI.E. below, then together the Developer Project and the Parking Garage Project are the "Project." If the Village and Developer do not enter into a separate written agreement to have Developer construct the Parking Garage Project, per Section VI.E. below, then the Developer Project shall also be the "Project." I. 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 achieving key goals of the TIF Plan. 407838_94 2 1 J. Developer has been and continues to be unable and unwilling to undertake the redevelopment of the Property with the Project, but for certain tax increment financing ("TIF") incentives, with regard to reimbursement of certain TIF eligible redevelopment project costs of the Developer Project related to eligible improvements, 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, I Developer cannot successfully and economically develop the Developer Project in a manner satisfactory to the Village. The Village has determined that it is desirable and in the Village's best interest to assist Developer in the manner set forth herein, and as this Agreement may be supplemented and amended from time to time pursuant to the mutual agreement of the Parties and in the manner as herein provided. K. The Village, in order to stimulate and induce development of the Village Property as a part of the Project, has agreed to convey the Village Property to Developer in accordance with the terms and provisions of the Act and this Agreement. L. This Agreement has been submitted to the Corporate Authorities of the Village (as defined below) for consideration and review, the Corporate Authorities have taken all actions required to be taken prior to the execution of this Agreement in order to make the same, and any and all actions taken by the Village in furtherance hereof, binding upon the Village according to the terms hereof, and any and all actions of the Corporate Authorities of the Village precedent to the execution of this Agreement have been undertaken and performed in the manner required by law. M. This Agreement has been submitted to the Manager of Developer for consideration and review, Developer's manager has taken all actions required to be taken prior to the execution of this Agreement in order to make the same binding upon 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. N. The Village is desirous of having the Redevelopment Project Area rehabilitated, developed and redeveloped in accordance with the TIF Plan, and particularly the Project as a part thereof, in order to serve the needs of the Village, arrest physical decay and decline in the Redevelopment Project Area, increase employment opportunities, stimulate commercial growth and stabilize the tax base of the Village and, in furtherance thereof, the Village is willing to offer Developer the TIF incentives referenced in 407838_14 3 Ii I 1 subsection J. above, under the terms and conditions hereinafter set forth, to assist such development. 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. ""Change in Law" means the occurrence, after the Effective Date, of an event described below in this definition, provided such event materially G 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 4 Party relying thereon: Change in Law means any of the following: (1) the enactment, adoption, promulgation or modification of any federal, State or local law, ordinance, code, rule or regulation (other than by the Village, or, with respect to those u 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 g failure of issuance or renewal thereof) necessary for the undertaking of the actions to be performed under this Agreement (except any imposition of any conditions on, or delays in, any such issuance or renewal by the Village, except as provided herein). B. "1CLDrporate Authorities" means the Mayor and Board of Trustees of the Village of Mount Prospect, Illinois. C, "Day„ means a calendar day. D. "Effective Date" means the day on which this Agreement is executed by the Village, with said date appearing on page 1 hereof. E. "Incrarnrsntal P"ro a Taxes" means that portion of the ad valorem real estate taxes, if any, arising from the taxes levied upon the Property, which taxes are actually collected and paid to the Village, and which are attributable to the increase in the equalized assessed valuation ("EAV') of the Property over and above the EAV of the Property at the time of the 407838 14 4 I formation of the TIF District, all as determined by the County Clerk of the County of Cook, Illinois, pursuant to and in accordance with the TIF Act, the TIF Ordinances and this Agreement, and which have been received by the Village on and after the Commencement Date (as defined in Section XI.A. below). F. "Incentive Fund" means the special fund set up by the Village into which the Village will deposit Incremental Property Taxes generated by the Property. G. "Pady" or "Parties" means the Village and/or the Developer, individually/collectively, and their respective successors and/or assigns as permitted herein, as the context requires. H. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, or government or any agency or political subdivision thereof, or any agency or entity created or existing under the compact clause of the United States Constitution. I. "State" means the State of Illinois. J. "`TIF Eligible Redevelopment Costs"', the costs of the Project, to be reimbursed, in part, from Incremental Property Taxes pursuant to the TIF Act, and permitted to be reimbursed as a "redevelopment project cost" in Section 3(q) of the TIF Act, 65 ILCS 5/11-74.4-3(q), by the Village, as limited in, and as provided in, this Agreement, including in EXHIBIT I hereto. K. "TIF Ordinances" means those Ordinances referenced in subsection I.D. above. L. "Uncontrollable Circumstance" means any event which: 1. is beyond the reasonable control of and without the fault of the Party relying thereon; and 2. is one or more of the following events: a. a Change in Law; b. insurrection, riot, civil disturbance, sabotage, act of the public enemy, explosion, fire, nuclear incident, war or naval blockade; C. epidemic, hurricane, tornado, landslide, earthquake, lightning, fire, windstorm, other extraordinary or ordinary weather conditions or other similar act of God; 40783814 5 1 d. governmental condemnation or taking other than by the Village; 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 j 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, which materially change the ability of the Party relying thereon to carry out its obligations under this Agreement; h. unknown or unforeseeable geo-technical or environmental conditions; i. major environmental disturbances, which delay construction by more than thirty (30) days; j. vandalism; or k. terrorist acts. Uncontrollable Circumstance shall not include: economic hardship; unavailability of materials (except as described in subsection 2.g. above); or a failure of performance by a contractor (except as caused by events which are Uncontrollable Circumstances as to any applicable contractor). For each day that the Village or Developer is delayed in its performance under this Agreement by an Uncontrollable Circumstance, the dates set forth in this Agreement shall be extended by one (1) day without penalty or damages to either Party. M. "V'il'la a Code" means the Village of Mount Prospect Village Code, as amended. III. CONSTRUCTION OF TERMS This Agreement, except where the context by clear implication shall otherwise require, shall be construed and applied as follows: A. Definitions include both singular and plural. B. Pronouns include both singular and plural and cover all genders. C. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation". 407830_14 6 4 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, certificates, requests, demands, notices and other actions required that are ministerial in nature or described in this Agreement for and on behalf of the Village and with the effect of binding the Village as limited by and provided for in this Agreement. Developer is entitled to rely on the full power and authority of the Persons executing this Agreement on behalf of the Village as having been properly and legally given by the Village. H. In connection with the foregoing and other actions to be taken under this Agreement, and unless applicable documents require action by Developer in a different manner Developer hereby designates Nicholas Papanicholas, Jr. as its authorized representative who shall individually have the power and authority to make or grant or do all things, supplemental agreements, certificates, requests, demands, approvals, consents, notices and other actions required or described in this Agreement for and on behalf of 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 both authorized representatives which notice shall be sent in accordance with Section XVIII.B. of this Agreement. 407838_14 7 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. Village Property. 1. The Village shall transfer title to the Village Property to Developer in an "as-is, where-is" condition with no environmental representations or warranties of any kind whatsoever, pursuant to the Real Estate Sale Contract attached hereto as EXHIBIT H, and made part hereof ("Contract"), with such changes made to the Contract to make the Contract consistent with this Agreement. The terms of the transfer k of title shall include: (i) Purchase price: One Million Six Hundred Six Thousand One Hundred Seventeen Dollars and No/100 Dollars ($1,606,117.00); (ii) Warranties: as-is, where-is, with no warranties or representations of any kind, including environmental; (iii) Deed: Special Warranty Deed; and (iv) Closing costs: shared by the Village and Developer as customarily charged. 2, The transfer of title to the Village Property from the Village to Developer shall occur so long as the following conditions, subject to Uncontrollable Circumstances, have been satisfied on or before August 31, 2019 ("Conveyance Deadline"), with the transfer of title to the Village Property to Developer occurring within twenty eight (28) days of the Conveyance Deadline: (i) Developer has submitted site geometry and proposed building plans for the Developer Project to the Village, which are materially consistent with the proposed Developer Project and satisfactory to the Village; (ii) Developer has submitted detailed elevations for the Developer Project, including fagade details and drawings to 407838 14 8 i the Village, which have been approved by the Village's Mayor and Board of Trustees, with said approval being in the sole and absolute discretion of the Village's Mayor and Board of Trustees; (iii) Developer has obtained construction financing for Building "A," as defined in EXHIBIT D, of the Developer Project prior to, simultaneous with, or on or about the same date as the transfer of title of the Village Property from the Village to the Developer. (vi) Developer has obtained all zoning approvals for the Developer Project; and (v) Developer has met the deadlines in Section VI.A.1. below. The date the Village conveys title to the Village Property to Developer shall be the "Acquisition Date." 3. 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 Village Property is not transferred from the Village to Developer within twenty eight (28) days of the Conveyance Deadline, and if such failure is not cured within ninety (90) days after notice by the Village to Developer with a demand to consummate the transfer as herein provided, this Agreement shall be null and void, the Village shall have no further obligations to transfer title to the Village Property to the Developer. B. Developer Conveyed Property. 1. The Developer shall transfer title to the Developer Conveyed Property to the Village pursuant to the Contract, with such changes made to the Contract to make the Contract consistent with this Agreement. The terms of the transfer of title shall include: (i) Purchase price: Three Hundred Twenty-Six Thousand Four Hundred Eleven and No/100 Dollars ($326,411.00); (ii) Warranties: usual and customary, including environmental; (iii) Deed: Warranty Deed; and (iv) Closing costs: shared by the Village and the Developer as customarily charged. 407838 14 9 i 2. The transfer of title to the Developer Conveyed Property from the Developer to the Village shall occur concurrently with the transfer contemplated in Section V.A. VI. DEVELOPMENT OF THE PROPERTY 1 A. Approvals, Penni Conatroctlon and Corn latiorn. The Developer shall, subject to Uncontrollable Circumstances: 1. Within thirty Y (30) calendar days after the Effective Date, apply for all necessary permits and approvals from all governmental agencies having jurisdiction over the Building A of the Project. 2. On or before December 31, 2019, obtain all necessary permits and approvals from all governmental agencies having jurisdiction over Building A of the Project. 3. On or before the dates in EXHIBIT M, attached hereto and made a part hereof, commence construction of the components of the Project noted therein. 4. On or before the dates in EXHIBIT M, complete construction of the components of the Project noted therein. 5. On or before December 31, 2021, obtain a Certificate of Project Completion (as defined in Section XI.A. below) for the Project, including the Parking Garage, if applicable. Q B. Village Buy Back. i 1. Subject to Uncontrollable Circumstances, if the Developer has taken title to the Village Property, and if the Developer has not made application for all necessary permits and approvals from all governmental agencies having jurisdiction over the Project as may be required to commence construction of the Project within the time frame set forth in Section VI.A.1. above, or if the Developer has taken title to the Village Property, and if the Developer has not obtained all necessary permits and approvals from all governmental agencies having jurisdiction over the Project as may be required to commence construction of the Project within the time frame set forth in Section VI.A.2. above, the Village shall deliver a notice of default to Developer and, in the event that Developer has failed to make application for, or obtain, all necessary permits and approvals, as the case may be, within twenty eight (28) days after receipt of such notice, the Village shall have the option to purchase the Village Property from the Developer, at the same price paid by 407838 14 10 the Developer to the Village for the Village Property, and under the same terms and conditions applicable to the Village's conveyance thereof to the Developer, such conveyance to be consummated within ninety (90) days of the non-cured default as herein set forth, and, upon conveyance of the Village Property back to the Village, this Agreement shall be of no further force or effect. 2. Subject to Uncontrollable Circumstances, if the Developer has taken title to the Village Property, and if the Developer has not commenced construction of the Project within the time frame set forth in Section VI.A.3. above, the Village shall deliver a notice of default to Developer and, in the event that Developer has failed to commence construction, or take the prerequisite steps necessary to commence construction and diligently pursue commencement of same, within twenty eight (28) days after receipt of such notice, the Village shall have the option to purchase the Village Property from the Developer, at the same price paid by the Developer to the Village for the Village Property, and under the same terms and conditions applicable to the Village's conveyance thereof to the Developer, such conveyance to be consummated within ninety (90) days of the non-cured default as herein set forth, and, upon conveyance of the Village Property back to the Village, this Agreement shall be of no further force or effect. 3. If the Developer has taken title to the Village Property, if the Developer has not commenced construction of the Developer Project on the Village Property, and if the bond issuance planned by the Village to pay for certain of the TIF Eligible Redevelopment Costs under this Agreement has not occurred, the Village shall have the option to purchase the Village Property from the Developer, at the same price paid by the Developer to the Village for the Village Property, and under the same terms and conditions applicable to the Village's conveyance thereof to the Developer, such conveyance to be consummated within ninety (90) days of a written notice from the Village to Developer requesting the conveyance of the Village Property, and, upon conveyance of the Village Property back to the Village, this Agreement shall be of no further force or effect. C. Incentive Amount. 1. The Village shall reimburse Developer for TIF Eligible Redevelopment Costs, in relation to the Developer Project, in an amount not to exceed a total of Two Million One Hundred Seventy Three Thousand and No/100 Dollars ($2,173,000.00) from the Incentive Fund ("Funding Cap") for a portion of the Developer's cost 40783614 11 I of constructing improvements relative to the Project's stormwater system ("Stormwater System Improvements") set forth, and depicted, in EXHIBITS" J-1 and JJ=2, respectively, attached hereto and made a part hereof. The TIF Eligible Redevelopment Costs of the Developer Project are set forth in EXHIBIT I attached hereto and made a part hereof. 2. The total amount paid by the Village to the Developer from the Incentive Fund shall not exceed the Funding Cap. 3. Upon Developer's completion of fifty percent (50%) of the Stormwater System Improvements, and Developer providing the Village with the information and materials required by Sections VI.D.1(vi), (vii), (viii), (ix) and (x) below, the Village shall pay Developer the actual costs of the Stormwater System Improvements incurred, up to fifty percent (50%) of the Funding Cap ("Stormwater System Partial Payment") incurred and paid by Developer to date and documented and verified by the Village per the terms of this Agreement ("Certified TIF-Eligible Costs") from either the Incentive Fund, if sufficient funds are available, or from the Village general fund if sufficient funds are not available in the Incentive Fund. 4. Beginning on the date Building A receives a final certificate of occupancy and is occupied, in whole or part, the Village shall deposit Incremental Property Taxes into the Incentive Fund. The Village shall make its required remaining payments to the Developer for the costs of the Stormwater System Improvements from the Incentive Fund, subject to the limitations in Section VI.D. below. D. Conditions and Procedure for Pa menf.of Incentives. Except for the Stormwater System Partial Payment in Section VI.C.3. above: 1 y The Village's obligation to reimburse the Developer in relation to Certified TIF-Eligible Costs, is subject to the following conditions precedent, in addition to those set forth elsewhere in this Agreement: (i) Acquisition by the Developer of all necessary Village zoning approvals for the Developer Project; (ii) Acquisition by the Developer of the Village Property on or before the Acquisition Deadline; 407838_14 12 (iii) The Developer being current with all Federal, State and local N tax obligations; (iv) The Incentive Fund having adequate Incremental Property Taxes to pay the amounts requested for reimbursement by the Developer; i (v) The Developer has received a final certificate of occupancy for Building A; (vi) The Developer is in compliance with the covenants and obligations in this Agreement; (vii) The Developer has submitted to the Village a written sworn disbursement request and lien waivers, along with appropriate supporting documentation in relation thereto, with respect to the TIF-eligible reimbursement improvements for the Developer Project for which the Developer seeks payment; (viii) The Developer shall, upon request by the Village, provide the Village with all reasonable and customary documentation required by the Village to evidence the TIF-eligible reimbursement improvements for the Developer Project, such records to include, but not be limited to, all invoices for the improvements, all contracts with the Developer's contractor(s), subcontractor(s), contractor's affidavits, subcontractor's affidavit, lien waivers with invoices, copies of checks and any other documentation reasonably requested by the Village and/or in the possession of the Developer; (ix) The Village has validated the costs associated with the disbursement request have been incurred and paid by the Developer; and (x) The Developer is otherwise in compliance with all of the terms of this Agreement and the laws and regulations of the Village, the State of Illinois and the United States of America. 2. The Village shall reimburse the Developer from Incremental Property Taxes deposited into the Incentive Fund, subject to the Funding Cap, for the Developer's actual expenditures of Certified TIF-Eligible Costs, relative to the Developer Project ("TIF Incentive Rebate"); whether incurred by the Developer prior to or after the Effective Date. Said TIF Incentive Rebate shall be paid to the 407838 14 13 Developer as follows: (i) The Village shall pay Incremental Property Taxes from the Incentive Fund to the Developer at the time of the issuance of the final certificate of occupancy for the residential components of Building "A," as defined in EXHIBIT D, and on each December 1st thereafter (each a "Payment Date"), ti during the Term (as defined in Section XVIII.P. below) of this Agreement, provided the Village is in receipt of the Developer's request for reimbursement of Certified TIF- Eligible Costs. Requests for reimbursement of Certified TIF- Eligible Costs shall be forwarded to the Village Manager, accompanied by a fully executed lien waiver, copy of the paid receipt or other proof of payment therefor, and any other information reasonably requested by the Village. The Village shall review the request and determine if it should be paid, and if so, the Village shall pay such request for a reimbursement on the next Payment Date, provided there are sufficient Incremental Property Taxes within the Incentive Fund to do so. If the Village elects to withhold or deny such payment, the Village shall promptly (and in any event not later than the date payment would otherwise have been due) advise the Developer in writing as to the specific basis for the Village's position. In the event the Developer does not make timely submittal of documentation in support of its request for reimbursement of TIF Eligible Redevelopment Costs, the Village is willing to consider on a r case-by-case basis making a reimbursement after the Payment Date. (ii) If the Developer requests reimbursement from Incremental Property Taxes from the Incentive Fund, and if the Village authorizes the distribution of such funds in an amount greater than the then-existing balance of Incremental Property Taxes in the Incentive Fund, the Village shall distribute any approved but undistributed TIF Incentive Rebate to Developer on the next Payment Date, or a Payment Date thereafter, ,provided that the Village has received and deposited additional Incremental Property Taxes into the Incentive Fund, in an amount sufficient to cover all or a part of said authorized but undistributed TIF Incentive Rebate. No interest shall accrue on any amount of authorized but undistributed TIF Incentive Rebate. (iii) The TIF Incentive Rebate paid to the Developer shall only be paid from Incremental Property Taxes actually received by 407838 14 14 the Village. (iv) In the event that the Village ceases to receive Incremental Property Taxes, as a result of a Change in the Law, and no alternate tax is enacted to replace the Incremental Property Taxes: (a) The Village shall not be obligated to make any further TIF Incentive Rebate payments hereunder; and (b) The Village shall pay the Developer on an annual basis, an amount equal to Village's general property tax levy applied to the Property, excluding amounts levied for debt thereon ("Property Tax Backstop"), until the sooner of the TIF Incentive Rebate being fully paid, by adding the total Incremental Property Taxes and Property Tax Backstop paid to the Developer, or twenty-five (25) years from the date on which the Village ceases to receive Incremental Property Taxes from the Property. (v) The TIF Incentive Rebate by the Village shall cease upon the Developer's receipt of the full amount of the Funding Cap or the expiration of the Term (as defined in Section XVIII.P. below) of this Agreement, whichever occurs first. (vi) Subject to Uncontrollable Circumstances, if at any time the Developer Project ceases to operate during the term of this Agreement, the payment of Increment Property Taxes shall cease, and shall not be reinstated thereafter. 3. The TIF Incentive Rebate is not a general obligation of the Village, and the Village's full faith and credit are not pledged or encumbered to provide the Developer with the TIF Incentive Rebate. 4. A delineation of the TIF Eligible Redevelopment Costs for the Developer Project is set forth in EXHIBIT I, and the Village shall not reimburse the Developer for any costs of the Developer Project not listed on said EXHIBIT I. E. Parking tears a P"r°+olle+ct, The Village and Developer may agree that Developer shall construct the Parking Garage Project. If the Village and Developer agree that Developer shall construct the Parking Garage Project: 407838 14 15 C i 1. Developer shall construct the Parking . Garage Project in accordance with the plans, schedule and parameters set forth in a separate written agreement between the Village and Developer regarding construction of the Parking Garage Project. I j 2. The Funding Cap, as defined in Section VI.C.1. above, shall be j increased by an additional not to exceed amount of Six Million and No/100 Dollars ($6,000,000.00) to pay for the costs of the Parking Garage Project. 3. Developer shall be entitled to be reimbursed for its costs of the Parking Garage Project from the Village in the not to exceed amount of Six Million and No/100 Dollars ($6,000,000.00) ("Garage Funding Cap"). 4. Developer shall be paid for its costs of the Parking Garage on a monthly basis for work completed by Developer and approved by the Village as defined in the "separate written agreement" referred to in Section VI.E.1. above. Further, Developer shall be paid the costs of the Parking Garage from funds available to the Village from any source, not limited to Incremental Property Taxes per the terms of the separate written agreement. VII. UNDERTAKINGS ON THE PART OF THE VILLAGE A. The Village agrees to: 1. Cooperate with Developer in Developer's attempts to obtain all necessary approvals, licenses and/or permits from any governmental or quasi-governmental entity other than the Village and, upon request of Developer, will promptly execute any applications or other documents (upon their approval by the Village) which Developer intends to file with such other governmental agencies, quasi-governmental agencies and/or utility companies in regard to the Project. 2. Waive building permit, inspection, impact fees and occupancy permit fees imposed by the Village for the Developer Project, including the rowhomes. 3 The fee waivers in this Section VII. shall not reduce the Funding Caps set forth elsewhere in this Agreement. 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 407838_14 16 permits (if and to the extent applicable), curb cut permits, or other approvals, permits and/or licenses necessary for the construction of the Project. Approval of any building approvals and/or permit applications and/or engineering plans and/or operating licenses (including liquor licenses, subject to the applicant therefor being qualified to receive same under both State law and the Village's ordinances) shall be contingent on the Developer providing all required and requested documentation including, but not limited to, building plans required to substantiate that said improvements fully conform with all applicable State statutes and also all Village ordinances and codes, as well as receipt of all required building approvals from any federal, state, regional or county agencies having applicable jurisdiction. C. The Village and Developer shall enter into, and abide by, the "Preconstruction License Agreement" attached hereto as EXHIBIT L and made a part hereof, and the Village shall allow Developer to conduct limited preconstruction activities on the Village Property prior to the transfer of title from the Village Property to Developer, on the terms set forth in the Preconstruction License Agreement. r D. Upon request from the developer of the rowhomes component of the Project, the Village and the developer of the rowhomes component of the Project shall enter into, and abide by, the Preconstruction License Agreement in EXHIBIT L, with such changes thereto as are needed to meet the requirements of this Section VII.D., and the Village shall allow the developer of the rowhomes component of the Project to conduct limited preconstruction activities on the rowhomes portion of the Village Property prior to the transfer of title from the Village Property to Developer, on the terms set forth in the Preconstruction License Agreement, with such changes thereto as are needed to meet the requirements of this Section VII.D. VIII. DEVELOPER'S OBLIGATIONS Developer shall have the obligations set forth below, in addition to those set forth elsewhere in this Agreement, for the development, construction, financing, completion and furtherance of the Project: A. Use of Funds. The Developer shall use payments from the Village under this Agreement solely for TIF Eligible Redevelopment Costs in strict compliance with the Act. B. Constructions in Accocdanr a with Agyrovals and Laws. The Developer shall construct the Project materially and substantially in conformance with the approvals therefor from the Village. The Developer shall pay or cause to be paid all building-related fees required by the 407838_14 17 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. C. Ct�n trcctfon Stgaging. During the initial construction of the Project as herein contemplated, the Developer shall stage its construction of the Project to avoid to the fullest extent possible any material community disruption. During construction, the Developer shall also keep all public streets used by the Developer clean on a daily basis, and for each day in which such public streets are not properly clean and such condition is not remedied within twenty four (24) hours of written notice to Developer, the Developer shall pay the Village the sum of Two Hundred Fifty and No/100 Dollars ($250.00) for each such violation. Developer shall park and stage all construction equipment, materials and vehicles to be used in relation to the construction of the Project on the Property. D. Sufficient Funds. Developer shall submit written evidence to the Village, in a form and substance reasonably satisfactory to the Village, that Developer has access to sufficient funds to pay any costs of the Project within ninety (90) days after the Effective Date. Such evidence can include, without limitation, commitments for financing and/or letters of credit from a lender, and/or investor commitments, for the anticipated costs of such Project. E. Meetings with Village. Developer shall meet with the Corporate Authorities and Village staff and make presentations to the Corporate Authorities and Village staff as reasonably requested by the Village Mayor or Village Manager in order to keep the Village apprised of the progress of the Project. F. Due Diligence Period. The Developer shall have a period of sixty (60) calendar days after the Effective Date ("Due Diligence Period") to perform investigations of the Village Property, including, but not limited to environmental investigations, and determine, in Developer's sole and 407838 14 18 I absolute discretion, whether the Village Property is suitable for Developers use. Developer shall have the right to terminate this Agreement, at any time prior to the expiration of the Due Diligence Period, as a result of an adverse environmental condition on the Village Property, which is discovered by the Developer and which either prevents the construction of the Project by the Developer, in Developer's reasonable judgment, or materially increases the cost of the construction of the Project. G. Easement. The Developer shall grant the Village a public use and public access easement for the area labeled as "Easement Area" in EXHIBIT K, attached hereto and made a part hereof, which relates to public access to the Parking Garage Project ("Easement"), to (i) ensure access to the parking garage for the public across private streets in the vicinity of the Developer Project, (ii) allow the Village to plow snow on the sidewalks in the vicinity of the Parking Garage, and (iii) allow public access to the private sidewalks within the Project. The Developer shall execute the Easement in a form provided by the Village, when requested by the Village. The Easement shall be recorded on title to the Village Property at the Developers cost and expense, and shall run with title to the Village Property thereafter. . IX. ADDITIONAL COVENANTS OF DEVELOPER A. gognfinued ExLetence. Developer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and standing as an Illinois Limited Liability Company, so long as this Agreement is in effect, and for so long as Developer maintains an interest in the Property or has any other remaining obligation pursuant to the terms of this Agreement, whichever is the first to occur. B. Fulther Assistance and Corrective Instruments., The Village and Developer agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be reasonably required for carrying out the intention of or effectuate or facilitating the performance of this Agreement to the extent legally permitted and within C the Village's and the Developer's sound legal discretion. C. No Gifts. Developer covenants that no director, employee or agent of Developer, or any other Person connected with Developer, has made, offered or given, either directly or indirectly, to any member of the Corporate Authorities, or any officer, employee or agent of the Village, or any other Person connected with the Village, any money or anything of value as a gift or bribe or other means of influencing his or her action in his or her capacity with the Village. 407838 14 19 D. Disclosure. Concurrently with execution of this Agreement, Developer shall disclose to the Village the names, addresses and ownership interests of all Persons that have an ownership interest in the Developer, together with such supporting documentation that may be reasonably requested by the Village. Developer further agrees to notify the Village throughout the term of this Agreement of the names, addresses and ownership interests of any changes of owners of the Developer. E. Open Book The Project, except for the rowhomes, shall be an "open book" project, meaning that the Developer and the general contractor (or contractors, if more than one) will assure continuing access to the Village's agents at Developer or general contractor's office for the purpose of reviewing and auditing their respective books and records relating to any item necessary to determine the costs of the Project; provided, 4 however, that all such access shall be limited to normal business hours upon reasonable prior notice and shall not occur more frequently than once per calendar quarter. The foregoing Village review rights shall terminate one (1) year after the issuance of the Certificate of Project Completion with respect to costs for the Project, unless the Developer has failed to make available any such books and/or records requested in writing by the Village. Developer shall provide to the Village copies of any partnership agreements, limited liability company operating agreements, corporate by-laws or joint venture agreements pertaining to the Property to which the Developer is a party; provided that the Developer may, (if Developer has previously provided the Village not less than thirty (30) days to review such confidential financial materials), remove from the copies of such agreements any confidential financial information previously disclosed to the Village and not since changed in form or substance and the Village shall keep such agreements confidential, to the maximum extent permitted by law. All documents made available for review or provided to the Village pursuant to this Section may be proprietary, privileged and confidential and are provided to the Village subject to the protections from disclosure set forth in Section 7(g) of the Freedom of Information Act (5 ILCS 140/7 (g)). Failure to provide the corporate documents or allow review of the financial books within fifteen (15) days after request by the Village shall be an Event of Default. Developer shall exercise prudence and good faith in attempting to contract with persons or entities that are reputable and experienced in their respective areas for the provision of services or material for the design and construction of Project at costs not in excess of market rates. The general contractor (or general contractors) designated by Developer shall be experienced and reputable. X. ADHERENCE TO VILLAGE CODES AND ORDINANCES 407838 14 20 r Except as otherwise provided for in this Agreement, all development and construction of the Project shall comply in all respects with the provisions in the building, plumbing, mechanical, electrical, storm water management, fire prevention, property maintenance, zoning and subdivision codes of the Village and all other germane codes and ordinances of the Village in effect from time to time during the course of construction of the Project. The Developer, by executing this Agreement, expressly warrants that it has examined and is familiar with all the covenants, conditions, restrictions, building regulations, zoning ordinances, property maintenance regulations, environmental laws (including any l 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 Proiect Com letion. Within thirty (30) days after written request from Developer, and provided that Developer has not received any notice of default under this Agreement or notice of non-compliance with any Village codes with respect to Developer's construction obligations, any of which have not been cured, and after the Village has issued the final certificate of occupancy for all of the proposed buildings on the Property, and has confirmed that the proposed building on the Property has been constructed in substantial and material compliance with all Village codes and this Agreement, the Village shall deliver a certificate of completion and satisfaction of all construction terms, covenants and conditions contained in this Agreement ("Certificate of Project Completion") or, if not complete or satisfied, a written statement as to what deficiencies exist, and upon Developer's correction of such issues, the Village shall then promptly issue to Developer a Certificate of Project Completion. The date the Certificate of Project Completion is issued shall be the "Commencement Date." B. Certification of Developer's, Pro ect Cost. Within thirty (30) days of the issuance of the Certificate of Project Completion, the Developer shall certify, in writing, to the Village, the amount spent (inclusive of all hard and soft costs) to complete the Project, and an estimate of the number of jobs to be generated or created by the Project. The sworn statement(s) for construction loan draws relative to the Project shall be provided to the Village with the submittal called for herein. C. Employment O worttunities. 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. 407838 14 21 I I XII. REPRESENTATIONS AND WARRANTIES OF DEVELOPER Developer represents, warrants and agrees as the basis for the undertakings on j its part herein contained that as of the date hereof and until completion of the Project: A. Existence and Authorilly. Developer 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. Developer is solvent, able to pay its debts as they mature and financially able to perform all the terms of this Agreement. To Developer's knowledge, there are no actions at law or similar proceedings which are pending or threatened against Developer which would result in any material and adverse change to Developer's financial condition, or which would materially and adversely affect the level of Developer's assets as of the date of this Agreement or that would materially and adversely affect the ability of Developer to proceed with the construction and development of the Project. B. No Conflict. Neither the execution and delivery of this Agreement by Developer, the consummation of the transactions contemplated hereby by Developer, nor the fulfillment of or compliance with the terms and d 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. Ade nate esources. Developer has, or will have within sixty (60) days of the Acquisition Date, sufficient financial and economic resources to implement and complete Developer's obligations contained in this Agreement. D. No Adverse Notices. Developer represents and warrants that it has not received any notice from any local, State or federal official that the activities of Developer with respect to the Property and/or the Project may 407838 14 22 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 or review procedure, and Developer is not aware of any violation of any local, State or federal law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute. E. Experience. Developer represents and warrants to the Village that Developer, and its respective principals, are experienced in the development and operation of mixed use developments and parking garages 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. I F. Payment of Real Estate Taxes. Developer and successor owners agree I to pay or cause to be paid all general and special real estate taxes levied during their respective period of ownership against their respective interest in the Project on or prior to the date same is due and said taxes shall not become delinquent. Developer and successor owners shall deliver evidence of payment of such taxes to the Village upon request. G. No Braker. 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. Authorily, 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; 407838 14 23 2. require no other consents, approvals or authorizations on the part j of the Village in connection with the Village's execution and delivery of this Agreement; and 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. D. Ade: uate Resources. The Village has sufficient financial and economic resources to implement and complete the Village's obligations contained in this Agreement. 1 E. No Broker. The Village represents and warrants to the Developer that, in connection with this transaction, no.third-party broker or finder has been engaged or consulted by it, or its subsidiaries or agents or employees, or, through such the Village's actions (or claiming through such party), is entitled to compensation as a consequence of this transaction. XIV. INSURANCE A. Insurance Coverages. The Developer, and any successor in interest to the Developer, shall obtain and continuously maintain insurance on the Property and the Project and, from time to time at the request of the Village, furnish proof to the Village evidence that the premiums for such insurance have been paid and the insurance is in effect. The insurance coverage described below is the minimum insurance coverage that the Developer must obtain and continuously maintain, provided that the Developer shall obtain the insurance described in subsection 1. below prior to the commencement of construction of any portion of the Project: 1. Builder's risk insurance, written on the so-called "Builder's Risk - Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Project at the date of completion, and with coverage available in non-reporting form on the so-called "all risk° form of policy. 2. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's/Contractor's Policy on a primary non-contributory basis 407838_14 24 naming the Village and its officers, agents and employees as additional insureds, with limits against bodily injury and property o damage of not less than $5,000,000.00 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used), written on an occurrence basis. 3. Workers compensation insurance, with statutory coverage if applicable to the Developer. B. Continuity-of Insurance. All insurance required in this Section XIV. shall be obtained and continuously maintained through responsible insurance companies selected by the Developer or its successors that are authorized under the laws of the State to assume the risks covered by such policies. Unless otherwise provided in this Section XIV., cancellation relative to each policy shall be as provided by the policy; however, the Village must be named as a cancellation notice recipient. Not less than fifteen (15) days prior to the expiration of any policy, the Developer, or its successor or assign, must renew the existing policy or replace the policy with another policy conforming to the provisions of this Section XIV. In lieu of separate policies, the Developer or its successor or assign, may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein. XV. INDEMNIFICATION, HOLD HARMLESS AND RELEASE PROVISIONS This Section XV. shall survive the termination of this Agreement. A. Release. The Developer releases from and covenants and agrees that the Village, its governing body members, officers, agents, including independent contractors, consultants, attorneys, servants and employees thereof (for purposes of this Section XV., collectively the "Village Indemnified Parties") shall not be liable for, and agrees to indemnify and hold harmless the Village Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project or the Property or arising pursuant y 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. lndemniflcatio . Except for gross negligence or willful misconduct of the Village Indemnified Parties, Developer agrees to indemnify the Village Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including reasonable attorney's fees), actions or other proceedings 407838_14 25 whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of Developer (or if other Persons acting on their behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project. i 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 I 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 407838 14 26 i 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. "haver. 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 L1qtflj13G No liability, right or claim at law or inequity shall attach to or shall be incurred by the Village's Mayor, Trustees, officers, officials, attorneys, agents and/or employees, and any such rights or claims of the Developer against the Village's Mayor, Trustees, officers, officials, attorneys, agents and/or employees are hereby expressly waived and released as a condition of and as consideration for the execution of the Agreement by the Village. XVI. EVENTS OF DEFAULT AND REMEDIES A. Developer Events of Default The following shall be Events of Default with respect to this Agreement: 1,. If any material representation made by Developer in this Agreement, or in any certificate, notice, demand or request made by a Party hereto, in writing and delivered to the Village pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if Developer does not remedy the default, within thirty (30) days after written notice from the Village and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 2. Default by Developer for a period of thirty (30) days after written notice thereof in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of Developer; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 407838 14 27 i 4 3. Default by Developer for a period of thirty (30) days after written notice thereof in the performance or breach of any material covenant, warranty or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and the Developer, within said thirty (30) days initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 4, The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Developer in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Developer for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days. 5. The commencement by Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or the consent by Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Developer or of any substantial part of the Property, or the making by any such entity of any assignment for the benefit of creditors or the failure of Developer generally to pay such entity's debts as such debts become due or the taking of action by Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds as timely required to meet Developer's obligations to construct the Project and obtain a Certificate of Project Completion. 7. A sale, assignment, or transfer of the Project, except in accordance with this Agreement. 8. Material change in the management of Developer, except in accordance with this Agreement. 9. Developer abandons the Project on the Property. Abandonment shall be deemed to have occurred when work stops on the Property 407838_14 28 for more than thirty (30) 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 oaf I alrau lt. The following shall be Events of Default with respect to this Agreement: 1. If any material representation made by the Village in this Agreement, or in any certificate, notice, demand or request made by a Party hereto, in writing and delivered to Developer pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if the Village does not remedy the default, within thirty (30) days after written notice from Developer and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 2. Default by the Village in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of the Village; provided, however, that such default or breach shall constitute an Event of Default only if the Village does not, within thirty (30) days after written notice from Developer, initiate and diligently pursue appropriate measures to remedy the default and in any event (subject to Uncontrollable 407838 14 29 i 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 r 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. Z In case a Party shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason, then, and in every such case, the Parties shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of Developer and the Village shall continue as though no such proceedings had been taken. 407838_14 30 fi j 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. A .reement o_ Pay A_ttornqy§l F" e,a and lex ensos. In the event an Event of Default is not cured within the applicable cure periods and the Parties employ an attorney or attorneys or incur other expenses for the collection of the payments due under this Agreement or the enforcement of performance or observance of any obligation or agreement herein contained, the non-prevailing Party shall pay, on demand, the prevailing Party's reasonable fees of such attorneys and such other reasonable expenses in connection with such enforcement action. This Section XVI.D. shall survive the termination of this Agreement. E. No Waiver by Delay or Otherwise. Any delay by any Party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under this Agreement shall not operate to act as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that any Party should not be deprived of or limited in the exercise of the remedies provided in this Agreement because of concepts of waiver, laches or otherwise); nor shall any waiver in fact made with respect to any specific Event of Default be considered or treated as a waiver of the rights by the waiving Party of any future Event of Default hereunder, except to the extent specifically waived in writing. No waiver made with respect to the performance, nor the manner or time thereof, of any obligation or any condition under the Agreement shall be considered a waiver of any rights except if expressly waived in writing. F. Rights and Remedies s Cum ulative. 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 pnd Expenses. Other than for demands, suits, costs, expenses (including reasonable attorney's fees), actions or other proceedings covered by Section XV. above, in the event that any third party or parties institute any legal proceedings against the Developer and/or the Village, which relate to the terms of this Agreement, then, in that event, the Parties shall cooperate in the defense of any such lawsuit, with each Party assuming, fully and vigorously, its own defense of such lawsuit, and all costs and expenses of its own defense, of whatever nature (including attorney's fees), and the Parties shall negotiate in good faith to amend this agreement to allow for the costs of defense of such legal proceedings to be paid for from Incremental Property Taxes and to 407838_14 31 increase the Funding Cap to allow for the payment of such costs. This Section XVI.G. shall survive the termination of this Agreement. XVII. EQUAL EMPLOYMENT OPPORTUNITY A. N2 Discrimination. Developer shall comply with all federal, state and local laws relating to equal employment opportunity. To the extent permitted by law, Developer shall use reasonable efforts to employ qualified residents of the Village as to any direct hires by the Developer, if applicable. B. Advertisements. Developer shall, in all solicitations or advertisements for employees placed by or on behalf of Developer, if applicable, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. C. Contractors. Any contracts made by Developer with any general contractor, agent, employee, independent contractor or any other Person in connection with the construction of the Project shall contain language similar to that recited in subsections A. and B. above. The Developer shall make reasonable efforts to incorporate language similar to that recited in subsections A. and B. in any leases made by Developer in connection with the Project. XVIII. MISCELLANEOUS PROVISIONS i 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 I declaration shall materially affect the Project or the covenants and agreements or rights and privileges of Developer or the Village, then and in any such event, the Party so materially affected may, at its election, cancel or terminate this Agreement in whole (or in part with respect to that portion of the Project materially affected) by giving written notice thereof to the other Parties within one hundred twenty (120) days after such final decision or amendment. Further, the cancellation or termination of this Agreement shall have no effect on the authorizations granted to Developer for buildings, or the remodeling of any building, permitted and under construction, to the extent permitted by said court order; and the cancellation or termination of this Agreement shall have no effect on 407838_14 32 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 writing at the addresses set forth below, by any of the following means: (1) personal service, (2) electronic communications, whether by electronic mail, telex, telegram or telecopy, but only if followed up, within one (1) business day, by another method of notice, (3) overnight courier, or (4) registered or certified first class mail, postage prepaid, return receipt requested. If to Village: Arlene Juracek, Mayor Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: ajuracek@mountprospect.org With a copy to: Michael Cassady, Village Manager Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: mcassady@mountprospect.org and: Klein, Thorpe and Jenkins, Ltd. 20 North Wacker Drive, Suite 1660 Chicago, Illinois 60606-2903 Attention: Lance C. Malina /Gregory T. Smith Email: Icma'lina@ktjlaw.com /gtsmith@ktjlaw.com If to Developer: Maple Street Lofts, LLC 1001 Feehanville Drive Mt Prospect, IL 60056 Attn: Nick Papanicholas Email: nickjr@nicholasquality.com With a copy to: Schain, Banks, Kenny & Schwartz 70 W. Madison Street, Suite 5300 Chicago, IL 60602 Attn: Robert C. Kenny Email: rkenny@schainbanks.com 407838_14 33 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. 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 I 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. 40783814 34 1. Entire Contract and Amendments_This Agreement (together with the exhibits attached hereto) is the entire contract between the Village and the Developer relating to the subject matter hereof, supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Village and the Developer, and may not be modified or amended except by a written instrument executed by the Parties hereto. 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 Assu ances. The Village and the Developer each covenant and agree that each will do, execute, acknowledge and deliver or cause to be done, executed and delivered, such agreements, instruments and documents supplemental hereto and such further acts, instruments, pledges and transfers as may be reasonably required for the better clarifying, assuring, mortgaging, conveying, transferring, pledging, assigning and confirming unto the Village or the Developer, or other appropriate Persons, all and singular the rights, property and revenues covenanted, agreed, conveyed, assigned, transferred and pledged under or in respect of this Agreement. M. No ,Joint Venigre 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 III..,iabili of rciais of the Village or the 'Ceveio er. No covenant or agreement contained in this Agreement shall be deemed to be the covenant or agreement of the Corporate Authorities, Village Manager, any elected official, officer, partner, member, shareholder, manager, director, agent, employee or attorney of the Village or the 407838 14 35 i 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 j 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's code of ordinances, or any part thereof, is in conflict with the provisions of this Agreement, the provisions of this Agreement shall be controlling, to the extent lawful. P. Term. This Agreement shall remain in full force and effect until the termination of the Redevelopment Project Area, except with regard to Section VI.D.2(iv), which shall continue in effect, if the Property Tax Backstop is being paid, until the expiration of the Village's obligation to r pay the Property Tax Backstop. Q. Estopj2el Certificates. Each of,the Parties hereto agrees to provide the other, upon not less than fifteen (15) days prior request, a certificate ("Estoppel Certificate") certifying that this Agreement is in full force and effect (unless such is not the case, in which case such Party shall specify the basis for such claim), that the requesting Party is not in default of any term, provision or condition of this Agreement beyond any applicable notice and cure provision (or specifying each such claimed default) and certifying such other matters reasonably requested by the requesting Party. If either Party fails to comply with this provision within the time limit specified, and if, after an additional seven (7) days' notice there still is no compliance, then said non-complying Party shall be deemed to have appointed the other as its attorney-in-fact for execution of same on its behalf as to that specific request only. R. Assignment, This Agreement, and the rights and obligations hereunder, may not be assigned by Developer prior to the date the Village issues Developer a Certificate of Project Completion; unless the Village consents in writing to such assignment which consent shall not be unreasonably withheld or delayed, and unless the assignee consents in writing to be bound by the terms of this Agreement. Thereafter, Developer may sell or transfer the Property, and assign its right, duties and obligations hereunder, without the consent or approval of the Village. S, Munici al Limitations All Village commitments hereunder are limited to the extent required by law. [THIS SPACE INTENTIONALLY LEFT BLANK] 407938_14 36 i 407838_14 37 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: � Arlene Juracek Ma r Karen A oranos, gVillage Clerk MAPLE STREET LOFTS, LLC, an Illi s sited iability Compan By: Nicholas E. Papani Kolas, Jr., a r 407838_14 38 ACKNOWLEDGMENT State of Illinois ) ) SS 1 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. , r GIVEN under my hand and official seal, this o�'1 day of ro 2019. Notary PLWic OFFICIAL SEAL OFFICIAL C JAROSZ L TARY PUBLIC•STAT OF ILLINOISY ISS'ION 5XPIR SSI 13a 407838_14 39 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 Nicholas E. Papanicholas, Jr. personally known to me to be the manager, of Maple Street Lofts, 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 2019. I ' l lot Nola0y Public "OFFICIAL SEAL" GINA SMOUNI Hoary P,al,sW.a iwnas My Canrdwrloe�xplres 01129!28 40783814 40 . � ® \/�} \ ® 2 \* ` } / / ! < : \ ` \ `^` . \ } { © � \ `« »« 2 a < ^t % � 5& . A 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; 407838 14 41 THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF LINCOLN STREET AND THE SOUTHEASTERLY EXTENSION THEREOF TO THE EAST LINE OF WILLIAM STREET; THENCE SOUTH ALONG SAID EAST LINE OF WILLIAM STREET TO THE SOUTH LINE OF SHA-BONEE TRAIL; THENCE WEST ALONG SAID SOUTH LINE OF SHA-BONEE TRAIL TO THE EAST LINE OF SCHOOL STREET; 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 I 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 Ti IE SOUTHWESTERLY LINE OF PROSPECT AVENUE; 407839_14 42 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; 407839_14 43 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; 407838 14 44 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; I 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 KROY 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 KROY 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; 407839 14 45 THENCE EAST ALONG SAID WESTERLY EXTENSION AND THE SOUTH LINE OF LOT 11 IN MILLERS STATION SUBDIVISION AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF CATHY LANE; THENCE NORTH ALONG SAID EAST LINE OF CATHY LANE TO THE EAST LINE OF LOT 12 IN MILLERS STATION SUBDIVISION AFORESAID; THENCE NORTH ALONG SAID EAST LINE OF LOT 12 IN MILLERS STATION SUBDIVISION AND THE NORTHERLY EXTENSION THEREOF TO THE SOUTHWESTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY; E 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; i 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; 407838 14 46 THENCE EAST ALONG SAID NORTH LINE OF LOT 1 IN FRIEDRICH'S SUBDIVISION TO THE WEST LINE OF ELMHURST AVENUE; THENCE NORTH ALONG SAID WEST LINE OF ELMHURST AVENUE TO THE WESTERLY EXTENSION OF THE NORTH LINE OF THE PLAT OF CONSOLIDATION OF THE WEST 70 FEET OF LOTS 1 THRU 10 IN BLOCK 3 AND PART OF BLOCK 4 IN THE ERNST BUSSE ADDITION TO MT. PROSPECT IN THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 34 AFORESAID; THENCE EAST ALONG SAID WESTERLY EXTENSION AND THE NORTH LINE OF THE PLAT OF CONSOLIDATION TO THE EAST LINE OF LOT 1 IN THE PLAT OF CONSOLIDATION AFORESAID; THENCE SOUTH ALONG SAID EAST LINE LOT 1 IN THE PLAT OF CONSOLIDATION TO THE NORTH LINE OF CENTRAL ROAD; THENCE EAST ALONG SAID NORTH LINE OF CENTRAL ROAD TO THE EAST LINE OF PINE STREET; THENCE SOUTH ALONG SAID EAST LINE OF PINE STREET TO THE NORTHEASTERLY LINE OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF NORTHWEST HIGHWAY TO THE WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION OF LOTS 18 & 19 AND THE NORTH 22 FEET OF LOT 17 IN BLOCK 2 OF BUSSE & WILDE'S RESUBDIVISION IN MT. PROSPECT TOGETHER WITH LOT "A" IN CORPORATE SUBDIVISION NO. 8 VILLAGE OF MT. PROSPECT AND LOT 1 IN WILLE'S RECONSOLIDATION IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE NORTHEASTERLY ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 38.06 FEET TO A BEND THEREIN; THENCE EAST ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 28.07 FEET TO A BEND THEREIN; THENCE NORTHEASTERLY ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 18.61 FEET TO A BEND THEREIN; THENCE EAST ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 30.63 FEET TO A BEND THEREIN; THENCE NORTH ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 65.92 FEET TO THE NORTH LINE THEREOF; 407836L14 47 i THENCE EAST ALONG SAID NORTH LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION TO THE WEST LINE OF WILLE STREET; THENCE EAST TO THE EAST LINE OF WILLE STREET AT THE SOUTHWEST CORNER OF LOT 1 IN PROSPECT PLACE PLAT OF RESUBDIVISION OF SUNDRY LOTS AND VACATED 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; f THENCE EAST ALONG SAID NORTH LINE OF HENRY STREET TO THE EAST LINE OF MAIN STREET; i 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; 407838_14 48 1, f, I THENCE EAST ALONG SAID NORTH LINE OF BUSSE AVENUE TO THE EAST LINE OF MAPLE STREET; THENCE SOUTH ALONG SAID EAST LINE OF MAPLE STREET TO THE NORTH LINE OF LOT 9 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 9 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE EAST LINE THEREOF; THENCE SOUTH ALONG SAID EAST LINE OF LOT 9 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE SOUTH LINE THEREOF; THENCE SOUTHWESTERLY ALONG SAID SOUTH LINE OF LOT 9 IN BLOCK 11 IN BUSSE &WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE EAST LINE OF LOT 12 IN BLOCK 11 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; 9 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; 407838 14 49 i THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF LOT 1 IN TAX INCREMENT FINANCE SUBDIVISION NO. 1 TO THE NORTH LINE OF LOT A IN GEORGE R. BUSSE'S RESUBDIVISION OF PART OF BLOCK 9 IN BUSSE & WILLE'S RESUBDIVISION IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT A IN GEORGE R. BUSSE'S RESUBDIVISION AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF SCHOOL STREET; I"HENCE 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; 40783814 50 THENCE SOUTH ALONG SAID EAST LINE OF EDWARDS STREET TO THE NORTH LINE OF LINCOLN STREET; THENCE EAST ALONG SAID NORTH LINE OF LINCOLN STREET TO THE NORTHERLY EXTENSION OF THE EAST LINE OF LOT 1 IN OLIVER'S RESUBDIVISION OF LOTS 12 & 13 IN H. ROY BERRY COMPANY'S MAPLEWOOD HEIGHTS (EXCEPT THE SOUTHERLY 66 FEET FOR ROAD) ALSO BLOCK 26 IN BUSSE'S EASTERN ADDITION TO MT. PROSPECT IN THE EAST HALF OF SECTION 12 AFORESAID; THENCE SOUTH ALONG SAID NORTHERLY EXTENSION AND THE EAST LINE OF LOT 1 IN OLIVER'S RESUBDIVISION TO THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY TO THE EAST LINE OF GEORGE STREET; THENCE NORTH ALONG SAID EAST LINE OF GEORGE STREET TO THE NORTH LINE OF LOT 17 IN MAPLEWOOD HEIGHTS, A SUBDIVISION NORTH OF THE RAILROAD IN THE DIVISION OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 17 IN MAPLEWOOD HEIGHTS TO THE EAST LINE THEREOF; THENCE SOUTH ALONG SAID EAST LINE OF LOT 17 IN MAPLEWOOD HEIGHTS TO THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY TO THE WEST LINE OF LOT 65 IN MAPLEWOOD HEIGHTS AFORESAID; 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 407838 14 51 I i THE NORTHEASTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY, AND THE POINT OF BEGINNING; EXCEPTING THEREFROM THAT PART OF LOT 1 IN DESIDERATA SUBDIVISION OF BLOCK 1 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT IN SECTION 12 AFORESAID, LYING NORTH OF A LINE DESCRIBED AS FOLLOWS: b 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. 407838 14 52 I t EXHIBIT A-2 Prospect and Main TIF District Map Map: Prospect & Main Proposed RPA Boundary rS^ EHENRY ST q.�, /v7y Ib 2 ..' CENTRAL NO W BUSSE AVE 3 w = N aMIIWRN AVE N N = W LINCOLN ST N s Avomf TRh Proposed RPA Boundary Parcels in RPA 0 0 11.5 OJ ""T(W6ilu•ti. 407838_14 53 n I EXHIBIT B Legal Description of the Village Property Lot A in Corporate Subdivision No. 10-A, being a resubdivision of both lot A in Boesche's Resub and lot A in Corporate Sub. No. 10 in the east half of the northwest '/ of section 12, township 41 north, range 11 east of the third principal meridian, in Cook County, Illinois P.1.N.: 08-12-122-034-0000; 1 Common Address: 301 S. Maple Street, Mount Prospect, Illinois 60056. 6 V C q 4 0 i 407838 14 54 EXHIBIT C Site Plan for the Developer Project � irmi Nw 41 ✓i/i v^> �`%//��✓ a //� rid /r� „��I � ��/�� °ry ;- i ,r l i li / �.9 '11.1MN r 1, 407838_14 55 i EXHIBIT D Detailed Description of the Developer Project Capitalized terms herein are those used in the Agreement, unless otherwise noted. The Developer Project is a mixed-use retail, apartment and rowhome project located on 6.5 acres in the downtown district. The proposed site plan includes a private road network, two apartment buildings, and 56 rowhomes. The proposed private road network consists of three private roads, Elm Street, Dawson Drive, and Elm Court. Elm Street is a proposed north-south street that connects Prospect Avenue to Lincoln Street. Dawson Drive is a proposed east-west drive that connects Maple Street to the proposed Elm Street. Elm Court is a private court serving the proposed rear-load rowhomes that is accessible off of the proposed Elm Street. • Building "A" is a mixed-use building consisting of 192 apartments and 14,000 square feet of retail that fronts onto Prospect Avenue, Elm Street and Maple Street. The building's entrance and lobby are located off Maple Street. Vehicular access to the building is provided via Maple Street and a commercial loading bay is provided on Elm Street ("Building °A""). • Building "D" is a 65-unit apartment building that fronts onto Prospect Avenue and Elm Street. The building has two automobile entrances on Elm Street; the northern entrance serves the first floor parking area and the southern entrance services below-grade parking. The lobby is located off Elm Street ("Building "D""). • The 56 rowhomes are accessed by Elm Street and Elm Court. The 13 front load rowhomes are accessed off of Elm Street, and the 43 rear load rowhomes are serviced by Elm Court. The court enables the rowhome frontages to face outward onto Maple Street, Dawson Drive, Elm Street, and Lincoln Street. A green space is to be provided in the center of the rear load rowhomes. 407838_14 56 EXHIBIT E-1 Legal Description of the Developer Property Lots 10 and 17 in J.A. Weber's addition to Mt. Prospect, a subdivision of the east Y2 of the northwest '/ of Section 12, Township 41 north, Range 11 east of the Third Principal Meridian, in Cook County Illinois; and Lots 16 and 11 in J.A. Weber's addition to Mt. Prospect, a subdivision of part of the east of the northwest '/ of Section 12, Township 41 north, Range 11 east of the Third Principal Meridian, in Cook County Illinois. P.I.N.s: 08-12-122-015-0000 08-12-122-016-0000 08-12-122-019-0000 08-12-122-036-1007 08-12-122-036-1008 08-12-122-036-1009 Common Addresses: 215 E. Prospect Ave., Mount Prospect, Illinois 60056. 225-235 E. Prospect Ave., Mount Prospect, Illinois 60056. 232-240 E. Lincoln Street, Mount Prospect, Illinois 60056. I 407838_14 57 i EXHIBIT E-2 Legal Description of the Developer Conveyed Property THAT PART OF LOT 17 IN J.A. WEBER'S ADDITION TO MT. PROSPECT (RECORDED OCTOBER 15, 1954 AS DOCUMENT NO. 16044478), A SUBDIVISION OF THE EAST '/2 OF THE NORTHWEST '/OF SECTION 12, TOWNSHIP 41 NORTH, RANGE 11 EASTOF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT "A" IN CORPORATE SUBDIVISION NO. 10-A (RECORDED JANUARY 21, 1981 AS DOCUMENT NO. 25755385); THENCE SOUTH 00 DEGREES 42 MINUTES 22 SECONDS EAST ALONG THE WEST LINE OF SAID LOT"A", 321.14 FEET; THENCE NORTH 89 DEGREES 17 MINUTES 38 SECONDS EAST 124.68 FEET TO THE EAST LINE OF SAID LOT"A", BEING ALSO THE WEST LINE OF SAID LOT 17 AND THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89 DEGREES 17 MINUTES 38 SECONDS EAST 129.66 FEET; THENCE SOUTH 00 DEGREES 42 MINUTES 22 SECONDS EAST 126.83 FEET; THENCE SOUTH 89 DEGREES 17 MINUTES 38 SECONDS WEST 129.61 FEET TO THE WEST LINE OF SAID LOT 17; THENCE NORTH 00 DEGREES 43 MINUTES 32 SECONDS WEST, ALONG SAID LOT 17 WEST LINE, 126.83 FEET THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. A portion of: P.I.N.: 08-12-122-015-0000 Common Address: 215 E. Prospect Ave., Mount Prospect, Illinois 60056. 407838_14 58 EXHIBIT F Site Plan of the Parking Garage Project RA 'P RAMP 00 _I�l I ou RMP ON !Mtyp- UNUH Ows L*01 J#""w"www)-74 N „Ctewep a7 Commuter Parking Grade Level Maple Street Lofts Nowmbu9,2018 Mount PtWpeCt IL D E S 1111 N 7� gg P �OMTJI PARKING gN'lH ELEVAIM 407839 14 59 i EXHIBIT G Detailed Description of the Parking Garage project The approximately 268-space Maple Street Parking Deck fronts onto Maple Street, Elm Street, and Dawson Drive. Vehicular access into the parking deck is provided on both Maple Street and Elm Street. V i r 407838 14 60 EXHIBIT H Real Estate Sale Contract REAL ESTATE SALE CONTRACT ("Contract") 1. This Contract shall be subject to the terms and conditions of the "Redevelopment Agreement for the Maple Street Lofts Development Comprising a Part of the Prospect and Main TIF District of the Village of Mount Prospect, Illinois," entered into between the Seller and the Purchaser ("Redevelopment Agreement"), and, to the extent of any conflict between the terms of this Contract and said Redevelopment Agreement, the terms of the Redevelopment Agreement shall control. Capitalized terms shall have the meaning set forth in the Contract and the Redevelopment Agreement. 2. a ("Purchaser") agrees to purchase at a price of and 00/100 Dollars ($ .00) ("Purchase Price"), on the terms set forth herein, the property legally described on Exhibit 1 attached hereto ("Property"). 3. The ("Seller") agrees to sell the Property, at the Purchase Price and on the terms and the conditions set forth herein, and to convey or cause to be conveyed to Purchaser thereto by a recordable Warranty Deed ("Deed") subject to the Permitted Exceptions, together with the any and all personal property, including fixtures presently located thereon, which the Seller shall execute and deliver to Purchaser a bill of sale. 4. Seller shall, within twenty (20) business days after the effective date of this contract, deliver to Purchaser, at Seller's sole cost and expense, a current as- built ALTA/ACSM survey ("Survey") of the Property, prepared by a registered land surveyor or engineer, licensed in the State of Illinois, prepared in accordance with the Minimum Standard Detail Requirements of a Class A Land Title Survey jointly established by the American Land Title Association and the American Congress on Surveying and Mapping, certified to the Title Company, Purchaser, and any lender of which Seller shall be notified, and in form sufficient to provide ALTA coverage and satisfy all reasonable lender requirements, if applicable. The Survey shall depict and include, without limiting the foregoing: the present location of all improvements or structures on the Property, including all encroachments of any part thereof onto adjoining land and all encroachments of any part of adjoining improvements onto the Property, parking spaces (by location and number), building lines and all easements whether recorded or visible (and, if recorded, by specific reference to recorded document numbers); access to public roads or ways; all underground and above ground utilities servicing the Property; and identification of each Permitted Exception capable of 407838 14 61 i I j 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. A 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 hereafter becoming operative (whichever date is later), unless subsequently mutually agreed otherwise, at the office of Chicago Title Insurance in downtown Chicago, Illinois, provided title is shown to be good or is accepted by Purchaser. 6. Each party hereto hereby represents and warrants to the other that, in connection with this transaction, no third-party broker or finder has been engaged or consulted by it or, through such party's actions (or claiming through such party), is entitled to compensation as a consequence of this transaction. Each party hereby defends, indemnifies and holds the other harmless against any and all claims of brokers, finders or the like, and against the claims of all third parties claiming any right to a commission or compensation by or through acts of that party or that party's partners, agents or affiliates in connection with this Contract. Each party's indemnity obligations shall include all damages, losses, costs, liabilities and expenses, including reasonable attorney's fees, which may be incurred by the other in connection with all matters against which the other is being indemnified hereunder. 7. This Contract is subject to the Conditions and Stipulations set forth on the following pages, which Conditions and Stipulations are made a part of this Contract. To the extent of any conflict between the terms of this Contract, the Conditions and Stipulations, and the Redevelopment Agreement, the terms of the Redevelopment Agreement shall control. 8. This Contract shall be deemed dated and become effective as of the date of the Redevelopment Agreement ("Effective Date"). 407838 14 62 IN9 IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date next to their respective signature. SELLER: PURCHASER: By: By Name; Name: Title: Title: Executed by Seller on Executed by Purchaser on 407838_14 63 i f CONDITIONS AND STIPULATIONS 1. 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) 2018 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 later of the delivery of the Title Commitment, the Underlying Title Documents and the Survey to object to the Unpermitted Exceptions. Purchaser shall provide Seller with a title and survey objection letter ("Purchaser's Objection Letter") listing those matters, which are not k acceptable to Purchaser. Seller shall have thirty (30) days from the date of delivery of the Purchaser's Objection Letter ("Seller's Cure Period") to have the Unpermitted Exceptions removed from the Title Commitment or to cure such Unpermitted Exceptions or to have the Title Company commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions or to cure any Survey Defects, the time of Closing shall be extended thirty (30) days ("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 407838 14 64 Policy shall be conclusive evidence of good title as shown therein as to all matters insured by the Title Company, subject only to the Permitted Exceptions. If Purchaser does not so elect, this Contract shall become null and void without further action of the parties. Seller also shall furnish Purchaser an affidavit of title in customary form covering the date of closing and showing title in Seller subject only to the Permitted Exceptions and any Unpermitted Exceptions or defects in the title disclosed by the Survey, if any, as to which the title insurer commits to extend insurance in the manner specified in this Paragraph. 2. General Property taxes, if any, shall be prorated as of the closing date on the basis of the prior year's taxes increased five percent (5%), unless the Seller has obtained an exemption for payment of real estate taxes from the Department of Revenue, in which event, the Purchaser shall be responsible for payment of real estate taxes on the day of Closing through to and including December 31, 2019 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- 40783814 65 i recognized overnight delivery service (such as Federal Express or Airborne) for guaranteed next business day delivery, if addressed to the parties as 1 follows: If to Village: Arlene Juracek, Mayor Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: ajuracek@mountprospect.org With a copy to: Michael Cassady, Village Manager Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: mcassady@mountprospect.org and: Klein, Thorpe and Jenkins, Ltd. 20 North Wacker Drive, Suite 1660 j Chicago, Illinois 60606-2903 Attention: Lance C. Malina /Gregory T. Smith Email: lcmalina@ktjlaw.com /gtsmith@ktjlaw.com If to Developer: Attn: Email: i , With a copy to: Attn: Email: 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/Buyer] 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/Buyer] is obligated to furnish completed Real Estate Transfer Declarations signed by [Seller/Buyer] or [Seller's/Buyer's] agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois. 407838_14 66 9. As the [Seller/Buyer] is a municipal entity, this Contract is subject to the approval of and is not enforceable until approved at an open meeting by the Mayor and Village Council of the [Seller/Buyer]. 10. This Contract shall be deemed dated and become effective on the date that the authorized signatories of Seller shall sign the Contract, which date shall be the date provided next to the Seller's signature. 11. This Contract and the Exhibit attached hereto, if any, and made a part hereof, or required hereby, embody the entire contract between the parties hereto with respect to the Real Estate and supersede any and all prior agreements and understandings, whether written or oral, and whether formal or informal. No extensions, changes, modifications or amendments to or of this Contract, of any kind whatsoever, shall be made or claimed by Seller or Purchaser, and no notices of any extension, change, modification or amendment made or claimed by Seller or Purchaser (except with respect to permitted unilateral waivers of conditions precedent by Purchaser) shall have any force or effect whatsoever unless the same shall be endorsed in writing and fully signed by Seller and Purchaser. 12. The following Exhibits, Schedules, Riders or attachments are hereby attached hereto and made a part hereof by reference: Exhibit 1 - Legal Description of Property Exhibit 2— Disclosure Form (which shall be completed by the Purchaser) 407838_14 67 I Exhibit 1 to heal getate Sale Contract Legal Description of Property i I' Lot A in Corporate Subdvision No. 10-A, part of the east half of the northwest of section 12, township 41 north, range 11 east of the third principal meridian, according to the plat thereof recorded January 21, 1981 as document number 25755385, except that part described as follows:commencing at the northwest corner of said lot; thence south 00 degrees 42 minutes 22 seconds east along the west line of said lot, 321.14 feet; thence north 89 degrees 17 minutes 38 seconds east 124.68 degrees 43 minutes 32 seconds east, along the east line of 1 said lot, 126.83; thence south 89 degrees 17 minutes 38 seconds west 124.72 feet to the west line of said lot, 126.83 feet; thence north 89 degrees 17 minutes 38 seconds east 124.68 feet to the point of beginningin Cook County, Illinois { A portion of: P.1.N.: 08-12-122-034-0000; Common Address: 301 S. Maple Street, Mount Prospect, Illinois 60056; 407838_74 68 Exhibit 2 to Real Estate Sale Contract Disclosure Form State of Illinois ) )ss. County of ) DISCLOSURE AFFIDAVIT I, (hereinafter referred to as "Affiant") reside at in County, State of being first duly sworn and having personal knowledge of the matters contained in this Affiant, swear to the following: 1. That I am over the age of eighteen and the (choose one) [ ] owner or ] authorized trustee or ] corporate official or ] managing agent or [ ] of the Real Estate (as defined herein). 2. That the Real Estate (as defined herein) being sold to the Purchaser is commonly known as: P.I.N.: Common Addresses: (herein referred to as the "Real Estate"). 3. That I understand that, pursuant to 50 ILCS 105/3.1, prior to execution of a real estate purchase agreement between the record fee owner of the Real Estate and Purchaser, Illinois State Law requires the owner, authorized trustee, corporate official or managing agent to submit a sworn affidavit to the Purchaser disclosing the identity of every owner and beneficiary having any interest, real or personal, in the Real Estate, and every shareholder entitled to receive more than 7Y2% of the total distributable income of any corporation having any interest, real or personal, in the Real Estate. 4. As the [ ] owner or [ ] authorized trustee or [ ] corporate official or [ ] managing agent or [ ] of the Real Estate, I declare under oath that (choose one): [ ] The owners or beneficiaries of the trust are: or 407838 14 69 i [ ] The shareholders with more than 7 1/2% interest are: or [ ] The corporation is publicly traded and there is no readily known individual having greater than a 7%z% interest in the corporation. This Disclosure Affidavit is made to induce the Purchaser to accept title to the Real Estate in accordance with 50 ILCS 105/3.1. AFFIANT SUBSCRIBED AND SWORN to before me this day of , 201_. NOTARY PUBLIC 407839 14 70 i EXHIBIT I TIF Eligible Redevelopment Costs Relative to the Project Subject to Reimbursement Under the Agreement TIF Eligible Redevelopment Project Eligible Cost Amount Not Redevelopment Project Cost Category Under 65 To Exceed Cost Description ILCS 5/11-74.4-3 Stormwater System 65 ILCS 5/11-74.4-3(q)(2) Site preparation $2,173,000 Improvements Note: if the Village elects to have Developer construct the Parking Garage Project under Section VI.E. of the Agreement, the following shall be added to this EXHIBIT without further action by the Parties: TIF Eligible Redevelopment Project Public Improvement/ Amount Not Redevelopment Project Cost Category Under 65 Other Eligible Cost To Exceed Cost Description ILCS 5/11-74.4-3 Village Parking Garage 65 ILCS 5/11-74.4-3(q)(4) Construction of public $6,000,000 works or im rovements i 407838_14 71 p i EXHIBIT J-1 DESCRIPTION OF STORMWATER SYSTEM IMPROVEMENTS j The Developer shall construct the Stormwater System Improvements, at the Developer's sole cost and expense, subject to reimbursement as set forth in the Agreement, which shall include, but not be limited to, the following improvements, along with others required by the Village: Stormwater System Improvements, as depicted in EXHIBIT J-2: $2,173,000 I 407838_14 72 EXHIBIT J-; DEPICTION OF STORMWATER SYSTEM' IMPROVEMENTS Engineering drawings of the Stormwater System Improvements to the Project's stormwater system on file with the Village, authored by Cage last revised on 12/14/18, consisting of 10 pages, with such changes thereto as approved by the Village from time to time, which changes thereto being incorporated into this EXHIBIT J-2 without further action of the Village or Developer. k 40783I_14 73 i 'I 1 EXHIBIT K EASEMENT AREA i The Easement Area is the blue-crosshatched area on the attached map. 9 Al �. w 1 xw f s, I 3 d � „r a� u Lincoln Street °err° 407838®14 74 �o- I EXHIBIT L PRECONSTRUCTION LICENSE AGREEMENT (attached) 407838 14 75 I II 1 PRECONSTRUCTION LICENSE AGREEMENT (MAPLE STREET LOFTS) i The VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporation, and MAPLE STREET LOFTS, LLC, an Illinois limited liability company ("Licensee"), hereby agree as follows ("Agreement"): WHEREAS, the Village owns certain real estate legally described in EXHIBIT A attached hereto and made a part hereof (the "Village Property"); and WHEREAS, Licensee desires to use and improve the Village Property with respect to the "Project" as defined in the "Redevelopment Agreement For The Maple Street Lofts Development Comprising A Part Of The Prospect And Main TIF District Of The Village Of Mount Prospect, Illinois" dated 2019, by and between the Village and the Licensee ("RDA"); and WHEREAS, Licensee desires to use and improve the Village Properly by conducting grading and other preconstruction activities ("Activity") prior to acquiring title to the Village Property per the terms of the RDA, and the Village desires that the Licensee use and improve the Village Property in accordance with the terms of this Agreement; NOW, THEREFORE, in consideration of the foregoing, and for the mutual promises hereinafter set forth, and for other good and valuable consideration, the sufficiency of which is acknowledged, the Village grants the Licensee a permit for the j non-exclusive, temporary use of the Village Property for the Activity, subject to the i following terms and conditions: 1. Term; Suspension; Termination. The above Whereas clauses are incorporated into this Section 1 by reference. In consideration of the Licensee agreeing to the conditions herein, the Village authorizes the temporary, non-exclusive use of the Village Property by the Licensee only for the uses described above as the Activity. The temporary, non-exclusive temporary use permit granted under this Agreement to use the Village Property for the Activity terminates or may be suspended as follows: A. Upon twenty-four (24) hours prior verbal or written notice to the Licensee, the Village Manager at any time may temporarily suspend the Licensee's right to use the Village Property for one or more days for any municipal purpose. B. Either party may terminate this Agreement for any reason at any time during the term of this Agreement upon delivery of written notice to the other party. The termination shall be effective immediately or on the termination date set forth in the termination notice. 407838 14 76 i I I In addition, the obligations of the Licensee set forth in Section 3 below shall survive the j termination of this Agreement until those obligations are fully satisfied by the Licensee. r 2. Use and Condition of Premises. The Licensee accepts the Village Property in "AS-IS, WHERE-IS" condition as existing on the date of the execution of this Agreement. The Licensee acknowledges that it has inspected the Village Property and acknowledges that it is in good condition. THE VILLAGE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE CONDITION OF THE VILLAGE PROPERTY. The Licensee acknowledges that the Village has made no representations or promises to Licensee to alter, or otherwise improve the condition of the Village Property. 3. Care, Maintenance and Restoration. The Licensee shall, at its own expense and at all times, be solely responsible for maintaining the Village Property as well as the areas used for activities associated with the Activity. The Licensee shall, at its own expense, hire personnel to clean-up all litter and debris from the Activity. Upon termination of this Agreement, if the RDA is terminated prior to completion of the "Project" as defined in the RDA, the Licensee, at its own expense, shall return and restore the Village Property to as good condition as immediately prior to the execution of the Agreement, ordinary wear and tear excepted. Notwithstanding any term in this Agreement to the contrary, the Village Manager shall direct the Licensee to make such repairs and restorations as the Village deems necessary in order to restore the Village Property to its previous condition. 4. Interference With Access. The Licensee represents and warrants that its use of the Village Property shall not interfere in any way with the use of the public rights-of-way or property owned by the Village, the State or the County. 5. Assignment. This Agreement may not be assigned by Licensee without the prior written consent of the Village, which may be withheld in the Village's absolute discretion. In the Activity of the Licensee's unauthorized assignment or subletting, this Agreement shall immediately terminate. 6. Village Entry and Inspection. The Village and the Village's employees, agents, representatives and volunteers are authorized to enter upon the Village Property, as well as the areas used for activities associated with the Activity, at any time and with or without prior notice, for all lawful purposes. 7. Release, Waiver, Assumption of Risk, Hold Harmless and Indemnification. Licensee covenants and agrees as follows: 407838 14 77 i i A. Hold Harmless and Indemnification. The Licensee agrees to indemnify, defend, save and hold forever harmless the Village and its officers, current/past/future appointed and elected officials, President and Board of Trustees, employees, volunteers, attorneys, engineers and agents (the "Village Affiliates") from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including mechanic's liens, brought by any person, including the Licensee and their officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees arising out of or relating to the Activity, Licensee's use, the Activity attendees' use or the public's use of the Village Property or the areas used for activities associated with the Activity, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement. B. Risk of Injury. The Licensee assumes the full risk of death, illness o and personal injuries of any kind and all damages or losses of any kind which it or its officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees or members of the public who attend the Activity, may sustain arising out of or relating to the Activity, Licensee's use, Activity attendees' use or the public's use of the Village Property or the areas used for activities associated with the Activity, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement. C. Waiver Of Claims. The Licensee agrees to waive and relinquish any and all claims or causes of action of any kind that it or its officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees may have against the Village and the Village Affiliates arising out of or relating to the Activity, Licensee's use, the Activity attendees' use or the public's use of the Village Property or the areas used for activities associated with the Activity, or any matters arising out of or relating to matters covered under this Agreement. D. Release From Liability. The Licensee fully releases and discharges the Village and the Village Affiliates from any and all claims or causes of action of any kind, including but not limited to illness, injury, death, damages or losses which Licensee or its officers, officials, employees, contractors, subcontractors, volunteers, agents and invitees or members of the public may have or which arise out of or relate to the Activity, Licensee's use, the Activity attendees' use or the public's use of the Village Property or the areas used for activities associated with the Activity, any other public rights-of-way in the Village, or any matters arising out of or relating to matters covered under this Agreement. 8. Insurance. During the term of this Agreement, the Licensee agrees to have the Village and the Village Affiliates expressly named as additional insureds on its insurance policies, in its endorsements and on its certificates related to the operation of the Activity for the purposes stated herein. The Licensee shall provide the following types of insurance, written on the 407838_14 78 comprehensive form and as an "occurrence" policy, in not less than the following amounts: A. Comprehensive General Liability — $1,000,000 per occurrence and $2,000,000 in the aggregate B. Umbrella Coverage—$3,000,000 C. Property Damage—$1,000,000 per occurrence D. Workers' Compensation —Statutory The Licensee shall furnish certificates of insurance, with premiums paid in full, prior to the effective date of this Agreement, copies of which are incorporated herein and attached hereto as EXHIBIT B and made a part hereof. The Licensee shall provide the Village with satisfactory proof of the above insurance requirements in the form of a certificate executed by an insurer with no less than an A rating by the most recent "AM Best Insurance Rating Guide." The Village shall have the right to approve the coverage and carrier, which approval shall not be unreasonably withheld. The Licensee shall also carry, during the life of this Agreement, a Worker's Compensation Insurance Policy with coverage in the statutory amount conforming to the current laws of the State of Illinois and shall fumish to the Village a Certificate of Insurance evidencing such coverage. The Licensee's policy or policies of insurance shall specifically recognize and cover the Licensee's indemnification obligations under this Agreement, and shall contain cross-liability endorsements. Said insurance shall provide that the insurance provided by the Licensee shall be primary and that any provision of any contract of insurance or other risk protection benefit or self-insurance policy purchased or in effect or enacted by the Village and any other insurance or benefit of the Village shall be in excess of the Licensee's insurance. Said insurance shall afford the Village and the Village Affiliates with its choice of counsel and the right to conduct its own defense. C w All Certificate(s) of Insurance shall contain the following endorsement: "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company shall serve thirty (30) days prior written notice to the Village." In the event of the cancellation of any insurance policy required herein, or upon the Licensee's failure to procure said insurance, the Village shall have the right to immediately terminate this Agreement. The insurance coverage of the Licensee shall be primary to the Village's own insurance. 9. Alterations. The Licensee shall not, without first obtaining the written consent of the Village, make any alterations, additions or improvements to the Village Property. It is expressly understood by Licensee and its agents that if the Licensee performs any alterations to the Village Property, Licensee agrees to indemnify, defense, hold harmless, release, 407838 14 79 waive, assume the risk and defend the Village and the Village Affiliates from any and all liabilities, costs, expenses, damages, claims or causes of action of any kind, including but not limited to death, illness, injuries, damages and losses which any person, including the Licensee or its officers, employees, volunteers, agents, contractors, subcontractors or members of the public, may have or which arise out of, are connected with or are in any way associated with the construction or performance of the alterations of the Village Property to the full extent possible under the provisions of Section 7 of this Agreement. 10. Default. Failure or refusal by the Licensee to comply with any of the obligations of the Licensee set forth in this Agreement shall constitute an "Event of Default." 11. Village's Remedies on Default. If the Licensee defaults in the performing of any of the other covenants or obligations hereof, or in the occurrence of any Event of Default, the Village shall give the Licensee written or verbal notice of such default, and if the Licensee does not immediately cure any such default or take immediate actions to rcure such default, then the Village may terminate this Agreement. Upon termination of this Agreement, the Licensee shall promptly remove its personal property, equipment and materials from the Village Property and shall not conduct activities associated with the Activity on the Village Property. Any improvements constructed by the Licensee shall be owned by the Village, if the Village terminates this Agreement due to a default by Licensee. i 12. Non-Waiver. Failure by the Licensee or the Village to insist on strict performance of any of the conditions, covenants, terms or provisions of this Agreement or to exercise any of its rights hereunder shall not waive such rights, but the Licensee and the Village shall have the right to enforce the terms and conditions of this Agreement at any time and take such action as might be lawful or authorized hereunder, either in law or equity. 13. Attorneys' Fees. In case suit should be brought by the Village for recovery of the Village Property, or because of any act, which may arise out of the use or possession of the Village Property or to enforce the terms of this Agreement, the Village shall be entitled to all costs incurred in connection with such action, including reasonable attorneys' fees and litigation fees and expenses. 14. Notices. Any notice which either party may or is required to give shall be given by mailing the same, by Personal Delivery or United States Registered or Certified Mail, postage prepaid, to Licensee at its current business address, or the Village at 50 S. Emerson Street, Mount Prospect, Illinois, Attention: Village Manager, or to such other places as may be designated by either party from time to time. 15. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law; but if 407838_14 80 any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 16. Right to Terminate. In addition to the termination rights set forth in Section 1 above, the Village may suspend or terminate the operation of the Activity or terminate this Agreement at any time and for any reason relating to the public safety or for a violation of applicable Federal, State, County or Village laws or this Agreement, upon written notice or verbal notice to the Licensee. In the Activity the Village exercises its right to terminate this Agreement, the Licensee shall not be entitled to a return of the temporary use permit fee and agrees to restore the Village Property to its condition, as required by Section 3 above. If this Agreement is terminated by the Village, the permission to temporarily use the Village Property shall terminate at the same time. Otherwise, this Agreement shall terminate as provided in Section 1 above, except that the release, hold harmless and indemnification provisions of Section 7 of this Agreement shall remain in full force and effect through the expiration of any applicable statute of limitation period that applies to all claims and causes of actions of any kind that could be or are brought against the Village or the Village's Affiliates (as defined above) that arise out of or relate to any matters covered by this Agreement, including the approval of this Agreement by the Village. In addition, the obligations of the Licensee set forth in Section 3 above shall survive the termination of this Agreement until those obligations are fully satisfied by the Licensee. 17. Compliance With Laws. The parties to this Agreement shall comply with all applicable Federal, State, County, Village and other laws, rules and regulations in carrying out the terms and conditions of this Agreement, including the following: A. Certification. Each party and its officers, corporate authorities, employees, and agents certify that they are not barred from entering into this Agreement as a result of a violation of either 720 ILCS 5133E-3 or 5/33E-4 (bid rigging or bid rotating) or 5/33E-6 (interference with contract submission and award by public official) or as a result of a violation of 820 ILCS 130/1 et seq. (the Illinois Prevailing Wage Act) or as a result of: (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue or any fee required by any unit of local government or the State, unless the party is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax or the fee, as set forth in Section 11- 42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq. Each party and its officers, corporate authorities, employees, and agents further certify by signing this Agreement that the party and its officers, corporate authorities, employees, and agents have -not been convicted of, or are not barred for attempting to rig bids, price-fixing or attempting to fix prices as defined in the Sherman Anti-Trust Act and Clayton Act. 15 U.S.C. § 1 et seq.; and has not been convicted of or barred for bribery or attempting to bribe an officer or employee of a unit of state or local government or school district in the State of Illinois in that 407838 14 81 officer's or employee's official capacity. Nor has any of the parties and their officers, corporate authorities, employees, and agents made admission of guilt of such conduct which is a matter of record, nor has any official, officer, agent, or employee of the parties been so convicted nor made such an admission. r B. Non-Discrimination. Each party and its officers, corporate authorities, employees, and agents agree not to commit unlawful discrimination and agree to comply with all applicable provisions of the Illinois Human Rights Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Section 504 of the Federal Rehabilitation Act, and all applicable rules and regulations. Each party maintains a written Sexual Harassment Policy in compliance with Section 2-105 of the Illinois Human Rights Act (775 ILCS 5/2-105(A)(4)). Each party certifies that it is an "Equal Opportunity Employer" as defined by federal and State laws and regulations, and agrees to comply with the Illinois Department of Human Rights ("IDHR") Equal Opportunity Employment clause as required by the IDHR's Regulations (44 III. Adm. Code, Part 750, Appendix A). As required by Illinois law and IDHR Regulation, the Equal Opportunity Employment clause is incorporated by reference in its entirety as though fully set forth herein. Each party certifies that it agrees to comply with Prohibition of Segregated Facilities clause, which is incorporated by reference in its entirety as though fully set forth herein. See, Illinois Human Rights Act (775 ILCS 5/2-105). See also, Illinois Department of Human Rights Rules and Regulations, Title 44, Part 750. Administrative Code, Title 44: Government Contracts, Procurement and Property Management, Subtitle B: Supplemental Procurement Rules, Chapter X: Department of Human Rights, Part 750: Procedures Applicable to All Agencies, Section 750.160: Segregated Facilities (44 III. Adm. Code 750.160). C. Illinois Freedom Of Information Act. The definition of a public record in the Freedom of Information Act (5 ILCS 140/1 et seq.) ("FOIA") includes a "public record that is not in the possession of a public body but is in the possession of a party with whom the agency has contracted to perform a governmental function on behalf of the public body and that directly relates to the governmental function and is not otherwise exempt under this Act." (5 ILCS 140/7(2). Consequently, the parties must maintain and make available to the other parties, upon request, their public records relating to the performance of this Agreement in compliance with the requirements of the Local Records Act (50 ILCS 205/1 et seq.) and the FOIA. 18. Venue. The parties agree that, for the purpose of any litigation relative to this Agreement and its enforcement, venue shall be in the Circuit Court of Cook County, Illinois and the parties consent to the in personam jurisdiction of said Court for any such action or proceeding. This Agreement, and all questions of interpretation, construction and enforcement hereof, and all controversies hereunder, shall be governed by the applicable statutory and common law of the State of Illinois. 407838_14 82 i 19. Complete Defense. It is expressly understood and agreed by the parties that this Agreement may be pleaded by the Village as a complete defense to, and in bar of, any and all claims or causes of action of any kind brought, maintained or conducted by Licensee or by a third party in connection with or on account of any of the matters set forth in this Agreement. The parties agree that this Agreement shall be admissible in 4 evidence in any action in which the terms of this Agreement are sought to be enforced. j 20. Authority to Bind. The parties warrant and represent that the execution, 1 delivery of and performance under this Agreement is pursuant to authority, validly and duly conferred upon the parties and the signatories hereto. 21. Effective Date: This Agreement shall become effective upon the date of execution by the last signatory below. IN WITNESS WHEREOF, the parties to this Agreement have executed this instrument as of the dates listed below. VILLAGE OF MOUNT PROSPECT MAPLE STREET LOFTS, LLC By: By: Name: Name: Village Manager Authorized Officer Date: 12019 Date: , 2019 407834.-14 83 EXHIBIT A VILLAGE PROPERTY LEGAL DESCRIPTION i Lot A in Corporate Subdivision No. 10-A, being a resubdivision of both lot A in Boesche's Resub and lot A in Corporate Sub. No. 10 in the east half of the northwest '/ of section 12, township 41 north, range 11 east of the third principal meridian, in Cook County, Illinois P.I.N.: 08-12-122-034-0000; Common Address: 301 S. Maple Street, Mount Prospect, Illinois 60056. 407838 14 84 is I 6 G u EXHIBIT B CERTIFICATES OF INSURANCE (attached) I i I 4 407838 14 85 f I EXHIBIT M CONSTRUCTION COMMENCEMENT AND COMPLETION DEADLINES CCapitalized terms in this Exhibit are those defined in the Agreement and its Exhibits, including in EXHIBIT D. A. Construction Commencement and Completion Dates for the Project, Excluding the Rowhomes: 1. Site development construction commencement n or p , o before 5/20/2019 N 2. Parking Garage vertical construction commencement, on or before 9/9/2019 3. Building "A" vertical construction commencement, on or before 9/23/2019 4. Site development completion, on or before 11/30/2019 5. Building "D" vertical construction commencement, on or before 3/31/2020 6. Parking Garage completion, on or before 5/31/2020 7. Building "A" temporary certificate of occupancy ("TCO") completion, on or before 2/28/2021 u 8. Building "A" final certificate of occupancy ("CO") completion, on or before 4/30/2021 9. Building "D" TCO completion, on or before 6/30/2021 s 10. Building "D"final CO completion, on or before 8/31/2021 B. Construction Commencement and Completion Dates for the Rowhomes Portion of the Project: 1. Model home closing, earlier of 15 days after the Village issues a building permit for the model home, or 9/2/2019 2. First set of turnover by Developer of completed rowhomes construction pads to the rowhomes developer("takedowns"), on or before 3/31/2020 3. 2nd set of takedowns, on or before 6/30/2020 4. 31d set of takedowns, on or before 9/30/2020 5. 4t" set of takedowns, on or before 12/31/2020 407838_14 86 6. 5th set of takedowns, on or before 3/31/2021 7 6th set of takedowns, on or before 6/30/2021 8. 7th set of takedowns; on or before 9/30/2021 9. Final set of takedowns, on or before 12/31/2021 10. Final CO for all rowhomes, on or before 7/1/2022 4078 '1'4 87