HomeMy WebLinkAbout8.1 1st reading of AN ORDINANCE APPROVING A THIRD AMENDMENT TO 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, ILLINOISILLINOISItem Cover Page
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Mwbubject Ist reading of AN ORDINANCE APPROVING A THIRD
AMENDMENT TO 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,
Meeting August 18, 2020 A. MEETING OF
PROSPECT VILLAGE BOARD
Fiscal
kollar Amount
Budget Source Prospect and Main Ies Taxes generated by Angelo
Caputo's Fresh Market
-.• ry NEW BUSINESS
Type Action
•
Nicholas and Associates (NA) continue to make steady progress on the
construction of the Maple Street Lofts project at the southwest corner of Prospect
Avenue and Maple Street. They are up to the fourth floor of Building A and have
made significant progress on utility/site work for the remainder of the project.
Staff has been working with NA for the past several months to recruit a grocery
user to the project and to finalize key development details that would require an
amendment to the existing Redevelopment Agreement (RDA).
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Residents have historically ranked the desire to locate a grocery store in our
,#owntown district as a top priority. Towards that goal, NA has been working wit1v
Caputo"s forpast -veral months to have them locate in the entire 15,000
square feet of retail that is on the first floor of Building A. Caputo's has been in
business in the Chicagoland area since •
and currently operates 7 full scale
1
rangesgroceries throughout the west and northwest suburbs. Their typical grocery siz@
• .1 111 to 100,000 square feet,• this proposalfor er
neighborhood market would be -w concept forthe company.
While Caputo"s is very interested in rolling out - new • -r downtown
willingMount Prospect, structuring a market rate deal is infeasible given the dynamics of
the grocery business and the cost of constructing the new retail space in a mixed-
use building. Groceries that are located in typical shopping center space generally
pay significantly less rent than other retailers in those centers. Landlords are
to subsidize! •cer's rent because they serve•tenantattracts o - - pay higher- due to the• ! •
generates. Given that they would occupy all of the MSL retail space,, NA cannot
afford to subsidize their- - no other tenants to spread the cost
onto. Therefore., NA is requesting that the Village provide financial assistance in
the amount of $1,512,896 to incentivize Caputo"s to locate in the MSL project.
The proposed incentive package would be funded through three key sources. The
Village would pay 1/3 of the cost of the grocery build out (NA and Caputo's would
also each pay 1/3 of this cost). The Village's share of the build out (capital) costs
is $629,708,,and would be paid for with $300.,000 in TIF funds
certificate of occupancy is issued for Caputo's,, as well as with TIF increment
generated by the MSL project in the amount of $329,,708. The remaining
$883,,188 of • operating costand would be paid
through salesgenerated by !r • over the first ten- of •r- •
(not to exceed the incentive amount). Caputo#s would only receive these pay-as-
you-go funds if they generate the revenue from their grocery operations.
While the incentive request is significant, it would enable the Village to locate an
anchor retail tenant in the downtown district that would provide residents with a
highly desired grocery use. Staff recommends that the Village Board support the
requested incentive package. Attached is an analysis of NA's incentive request
completed r -•man Development A• • .t supports the proposal
presented, • notes that withoutproject would be
unlikely to occur in downtown Mount Prospect.
Staff researched what other local communities have offered grocery stores to
locate in their municipalitiesand found several examples.
2
Mariano"s$875,,000 to locate at the NE cornerof • r Prospect R•
that was funded by a 50%/50% split of sales taxes generated by the store.
Prospect Heightsgave Ulta Foods/Tony's- • million of sales• -ar term to locate on r Rd. Lombardalso gave • ',
million sales tax incentive to construct a new store at the SE corner of Roosevelt
• and Finley Rd.• Grove recently --r to provide million
package • ••i ••r; Market on - - •
In addition to the proposed incentive request,,the RDA will need to be amended
revise the project timeline (Exhibit M of the RDA) and to finalize utility and access
Awl
itasements on property. NA has r-• - -• to modify the project timelineto
extend the completion • projectby months• Building D r the
rowhome components of the project due to the impact that the pandemic has had
•' market
demand. easement documentation clarifies maintenance
responsibilities •r underground utilities •' provides public r over the
private roadways on the project.
Staff Recommendation: Staff recommends waiving the rule requiring two
readings of ordinance to approve the 3rd amendment to the Redevelopment
Agreement for,r - Street Lofts.• • quality
grocer in the downtown district and reconciles the construction schedule for delays
,'. to the pandemic.
Alternatives
1. Approve the third amendment to the Maple Street Lofts' Redevelopment
Agreement.
2. Discretion ill .
Staff Recommendation
Staff recommends that the Village itMaple
Lofts' Redevelopment Agreement.
V?
MSL Caputo Deal Review Memo - 2020_07_29.pdf
Declaration—of Cross_Easements_and_Cost_Sharing_Provisions.pdf
Third Amendment to RDA for Maple Street Lofts.pdf
Village of Mt Prospect—Community Development—Ordinance Authorizing Third Amendment
to RDA_ re_ Mapl.pdf
1 Revised_RDA_Exhibit_M_Construction_Commencement_and_Completion_Deadlines.pdf
Ell
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MEMO
To: Bill Cooney, Village of Mount Prospect
From: Geoff Dickinson, AICP, SB Friedman Development Advisors
(312) 384-24041'. diic�iinson s firiiedir anwcoirn
Date: July 29, 2020
RE: Preliminary Financial Review — Maple Street Lofts — Caputo's Request for Village Financial Support
SB Friedman Development Advisors (SB Friedman) was engaged by the Village of Mount Prospect (the "Village") to
assist the Village in evaluating and facilitating a responsible public private partnership to secure an Angelo Caputo's
Fresh Markets store ("Caputo's") in the Maple Street Lofts development ("MSL" or the "Greater Redevelopment") in
downtown Mount Prospect. SB Friedman previously supported the Village in conducting a preliminary financial review
of the MSL project, a new construction mixed-use development.
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MAPLE STREET LOFTS
MSL includes multifamily apartments, ground floor retail space, townhomes, a Village -owned parking deck, privately -
owned structured parking spaces, and surface parking. MSL is being developed by Wingspan Development Group in
partnership with Nicholas & Associates, Inc. (collectively, the "Developer"). The Developer is proposing a grocer use for
all of the ground floor retail space in MSL, with Caputo's as the tenant (the "Project").
The Greater Redevelopment is located on the block bounded by East Prospect Street, South Maple Street and East
Lincoln Street in downtown Mount Prospect (the "Site"). The Site is located in the Prospect and Main Tax Increment
Financing ("TIF") District. The TIF was established in 2017 and has multiple sources of revenue and obligations (e.g.,
redevelopment agreements, bonds).
The roughly $100 million Greater Redevelopment is located on the approximately 6.5 -acre Site and is part of the
Village's ongoing efforts to revitalize the downtown area. The Village of Mount Prospect Downtown Implementation
Plan, Volume 2. Vision & Implementation (the "Plan") adopted in 2013 provides a vision for key sites downtown. The
Plan articulates a community desire and need for a grocery store downtown. The Site is located approximately one -
block east of the Mount Prospect Metra Station and is a good location for higher -density, transit -orientated
development (TOD). The Greater Redevelopment will likely enhance downtown Mount Prospect and the Project
presents an opportunity to address the need and desire for a grocery store in downtown.
The Village in 2019 allocated TIF financial assistance to support the MSL project. The Village provided $3 million to
relocate prior property owners of a portion of the Site to another location in the Village and $7 million for the
construction of the new Village -owned parking garage. In addition, the Developer received a commitment from the
Village to reimburse them with incremental property taxes for approximately $2 million for stormwater infrastructure
and detention to support the Greater Redevelopment. The Village TIF financial assistance for stormwater infrastructure
for MSL was memorialized in a redevelopment agreement with the Developer dated April 9, 2019 (the "Redevelopment
Agreement"). At the time of the Redevelopment Agreement, the Developer did not have specific retail tenants
identified. The Developer began construction of MSL and has been marketing the retail space with a goal of attracting
a grocery tenant.
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The Developer identified and negotiated with Caputo's to be that grocery tenant (the "Tenant") and has now requested
additional financial assistance from the Village in the form of TIF assistance.
The Project is located in Building A of MSL at the southeast corner of Maple Street and Prospect Avenue. The Tenant
would occupy all 15,117 square feet (SF) of ground floor retail space in the mixed-use building. In addition to ground
floor retail, the building contains 192 luxury apartment units on floors 2-7.
PROJECT SCHEDULE
Building A is currently under construction with first apartment occupancies anticipated in Spring 2021. The Developer
is seeking to have the Caputo's open in Spring 2021 as well. According to the Letter of Intent between the Developer
and Caputo's for the ground floor retail space dated May 26, 2020, the planned store opening/lease commencement
date is May 1, 2021.
More information on the Greater Redevelopment can be found in SB Friedman's Preliminary Financia( Review — Mopfe
Street Lofts memo dated April 8, 2019.
ANGELO CAPUTO'S FRESH MARKETS
The Developer has identified Angelo Caputo's Fresh Markets as the grocery tenant for the approximately 15,000 SF of
ground floor retail space. The location, visibility, accessibility, and available parking make this site attractive for a grocery
store. Furthermore, clientele for the Tenant includes the Village as a whole, residents of MSL, and commuters using the
nearby Metra stop.
Caputo's opened their first store more than 50 years ago in the Chicago suburbs and now has seven locations
throughout the western suburbs. Across their seven stores, the company generates approximately $137M in annual
sales'.
DEVELOPER'S REQUEST
The Developer requested TIF reimbursement assistance to offset buildout costs and to reduce the Tenant's rent for 10
years. In order to make the grocery aspect of MSL financially feasible, the Developer requested the following TIF
assistance from the Village:
1. Capital Cost Assistance - $680,085 at temporary certificate of occupancy (TCO) to fund a portion of the costs
required to build out the Tenant space; and
2. Operating Cost Assistance - $883,188.79 over ten years to reduce the rent to a level supportable by a downtown
grocery store.
In sum, the Developer requested $1,563,273.79 in Village financial support.
SB Friedman has reviewed the following materials to evaluate the public private partnership between the Village and
the Developer:
From the Village:
• Overall TIF district financial model
1 Dun & Bradstreet
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From the Developer:
• Letter of Intent between the Developer and the Tenant for the MSL ground floor retail space
• Caputo's rent summary
• Building A site plan
• Caputo's renderings
• Financial update from June 17, 2020
o Tenant improvement table
o Projected gross rents table
o Rent gap table
o Documents from original TIF submittal
■ Sources and uses table
■ 10 -year cash flow model
■ EAV analysis and projections
TENANT IMPROVEMENT CAPITAL COST BUDGET
The Project capital cost budget is $1,889,125, approximately $125/SF. As shown in Figure 1, the Developer proposed
that the Tenant, Developer, and TIF will contribute toward capital costs.
Figure 1. Tenant Improvement Capital Cost Summary
Tenant $604,520
Developer $604,520
TIF $680,085
Total Tenant Capital Costs ($125/SF) $1,889,125
Source: Nicholas & Associates, Inc., and Wingspan Development Group
As currently proposed by the Developer, the Developer and Tenant would each pay 32% ($604,520) of the capital costs.
Meanwhile, the Developer requested TIF assistance equal to 36% of the Capital Cost ($680,085) from the Village.
OPERATING COST SUMMARY
The Developer requested approximately $883,200 over ten years in annual TIF assistance to reduce the rent cost to
Caputo's. The Developer is intending to enter into a ten-year lease with the Tenant, and the Developer requested ten
years of Operating Cost support. As shown in Figure 2, the rent per SF that the Developer anticipates from the Tenant
is significantly less than what is required for financial feasibility. The Tenant can afford $7/SF of net rent Year 1, with a
3% escalation annually. The Developer needs $12.50/SF in Year 1, approximately $188,963. Therefore, the first year gap
is approximately $83,143, $5.50/SF. The annual financial assistance from the Village to offset this rent gap is referred to
in this memo as the "Operating Cost Assistance." For the ten years of Operating Cost Assistance and adjusting for
inflation, the Developer is seeking approximately $883,200.
ri ure Z. Kent uap:5urnmary
1
15,117
$12.50
$7.00
$5.50
$83,143
2
15,117
$12.78
$7.21
$5.57
$84,276
3
15,117
$13.08
$7.43
$5.65
$85,417
4
15,117
$13.38
$7.65
$5.73
$86,564
5
15,117
$13.68
$7.88
$5.80
$87,717
6
15,117
$13.99
$8.11
$5.88
$88,876
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15,117
$14.31
$8.36
$5.96
$90,040
8
15,117
$14.64
$8.61
$6.03
$91,209
9
15,117
$14.98
$8.87
$6.11
$92,383
10
15,117
$15.32
$9.13
$6.19
$93,560
Total TIF Support
$883,189
Nicholas Associates, l ., and WingspanGroup
TIF ELIGIBLE COSTS
The Village can only provide TIF financial assistance as a reimbursement for specific TIF -eligible costs as defined by
state law. In the Redevelopment Agreement, the Village committed approximately $2.2 million in TIF support for
stormwater system improvements. For this Project, the Developer requested $1.6 million in TIF support. In total, the
Developer requested approximately $3.8 million in TIF assistance from the Village for the MSL project. As shown in
Figure 3 below, there are approximately $14.6 million in budgeted TIF eligible costs for the MSL project. Therefore, the
MSL project appears to have sufficient TIF eligible costs for both the stormwater system improvements and the Project.
Per state law, the Village will need the Developer to prove that those costs have been incurred and paid before they
can reimburse with TIF funds.
Fiaure 3. MSL Planned TIF Eliaible Costs
Hard Costs (site development) $2,650,532
Soft Costs $8,000,000
Finance & Interest $4,600,000
Total TIF Eliqible Costs $14,650,532
�ource: Nicholas & Associates, Inc., and Wingspan Development Grou,*
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The Prospect and Main TIF District has supported multiple projects with TIF funding in recent years in the. The Village
has developed a master financial model for the TIF district that includes all actual and projected incremental property
tax revenues and land sale proceeds as well as TIF district financial obligations (per redevelopment agreements, bond
obligations). We reviewed the model provided by Village staff and concluded that, while the long term health of the
TIF district looks reasonably good, in the near term, the TIF fund cannot afford to make another large upfront outlay
like the $680,000 payment requested by the Developer. We recommend that the Village provide some up -front
financial assistance but that the Village seek to provide roughly half of the requested assistance on a pay-as-you-go
basis to mitigate Village financial risk.
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The Developer has requested approximately $680,000 in Village TIF assistance at TCO of Caputo's to offset a portion
of the capital costs associated with the buildout of the Caputo's space (the "Capital Costs"). The Developer and Tenant
have proposed to each pay 32% ($604,520) of the Capital Costs. We recommend the Village contribute one-third of
the actual Capital Costs, not to exceed $629,708.
Given the near-term fiscal condition of the TIF district, SB Friedman recommends the Village seek to provide $300,000
at TCO. This can likely be funded from land sale proceeds associated with the planned new Chase Bank building at 2
Northwest Highway. We recommend the Village seek to support the remaining $329,708 from in -PIN TIF increment
from the Greater Redevelopment on a pay-as-you-go basis.
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As shown in Appendix B-1, the MSL project is expected to generate $19.8 million (undiscounted) in in -PIN total TIF
revenue from 2019-2041. SB Friedman's Preliminary Financial Review — Maple Street Lofts memo dated April 8, 2019,
previously projected the MSL project to generate $23.8 million (undiscounted) in in -PIN total TIF revenue from 2019-
2041 ("Initial TIF Projections"). After updating the Initial TIF Projections for 2019 tax rate assumptions, the larger ground
floor retail SF (from 14,000 SF to 15,117 SF), the decreased retail EAV assumption for a grocer use (from $28/SF to
$20/SF), and the updated project schedule, the Greater Redevelopment appears to generate approximately $4 million
(undiscounted) less in in -PIN total TIF revenue from 2019-2041 than the Initial TIF Projections.
Nonetheless, the MSL project appears to generate sufficient incremental property taxes to pay for the stormwater
infrastructure as obligated in the Redevelopment Agreement and the remaining $329,708 Caputo's Capital Cost
Assistance. As written in the Redevelopment Agreement, the Village is committed to providing TIF assistance from in -
PIN increment at the Greater Redevelopment as available (and, if not available, then from the Village general fund) for
up to approximately $2 million for stormwater infrastructure. We recommend the Village support the remaining
$329,708 Capital Costs on a pay-as-you-go basis from the TIF increment generated from the Greater Redevelopment,
after the Village has paid their existing obligation from the RDA.
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The Developer requested $883,188 for Operating Cost Assistance over ten years. Instead of committing TIF assistance,
SB Friedman recommends the Village use a sales tax rebate based on Tenant sales to fund the requested Operating
Cost Assistance.
As shown in Appendix CA it appears the sales tax rebate from Tenant sales at the Project will likely be short of the
Developer's requested amount of Operating Cost Assistance. However, sales tax revenue available for rebate in the first
ten years appears to support more than 90% of the Operating Cost Assistance request. Further, if the Tenant
outperforms the assumptions in the projections slightly, sales tax revenue generation appears to be sufficient to support
the requested Operating Cost Assistance. Given the limited TIF fund availability, a sales tax rebate seems to be the
better option to mitigate financial risk to the Village and still substantially or entirely address the need for Operating
Cost support for the Project.
While in most years, the sales tax revenue available for rebate at the Project is projected to be a few thousand dollars
short of the annual Developer's ask, there appears to be a larger gap in Year 1. According to the Letter of Intent, the
lease for the ground floor retail space will start May 1, 2021. In Year 1, the Tenant will occupy the space for eight months
out of the year. Therefore, the Operating Cost Assistance request should be prorated to the eight months for Year 1.
Moreover, we have assumed a ramp up period for the sales equal to 80% typical sales for the first eight months.
Furthermore, we have assumed a three-month lag for the sales tax distribution for the time it takes a consumer to pay
the sales taxes, the Tenant to transmit those sales taxes to the State Department of Revenue and then for the State of
Illinois to transfer a share of those sales taxes back to the Village. In Year 1, accounting for the eight months the store
is open, sales ramp up, and three-month lag, the Village sales tax revenue is projected to be $20-30,000 less than the
Developer's prorated request. Therefore, in Year 1, the Village may want to consider using other funds to support the
Developer's request.
We recommend the Village seek to provide a ten-year, 100% rebate of all sales taxes generated by the Tenant not to
exceed $883,189 (Developer's request) as sales taxes are available for distribution. If the store performs slightly better
than projected, the sales tax revenue available for rebate appears to meet the Project's need.
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SB Friedman analyzed the Developer's request for Village support. Based on the Plan, there is a strong desire for a
grocery store in downtown Mount Prospect. Caputo's in MSL would be a pioneer as one of the first urban format
downtown grocery stores in the northwest suburbs. MSL is an exciting project for the Village, and a grocer use in the
15,000 SF ground store retail space would likely greatly enhance the downtown. Caputo's would become an anchor
tenant and offer full service grocery and prepared food options for residents and commuters. While this appears a
desirable use, the Letter of Intent indicates that Tenant cannot cover the entire cost of buildout of their space nor pay
sufficient rent.
Grocery deals tend to be financially challenging especially in pioneering locations and store formats. Thus, the amounts
of Village financial assistance requested by the Developer, generally, appear to be reasonable. However, we
recommend altering the source, amount, form, and timing of the assistance to mitigate Village financial risk within the
TIF fund and align interests.
We believe that but for Village financial assistance, it appears this transformative Project in downtown Mount Prospect
would be unlikely to occur.
Thus, SB Friedman recommends the Village seek to provide the following assistance to the Developer.
TIF Assistance (Capital Cost Assistance): $629,708.
Based on the Village's Master TIF model, the TIF fund appears able to support one-third of the Project capital
costs over the longer term. We recommend the Village contribute $300,000 from anticipated land sale
proceeds from a different project at TCO of the Tenant. We recommend the Village seek to provide TIF
assistance on a pay-as-you-go basis from in -PIN increment generated from the Greater Redevelopment for
the remaining $329,708.
Sales Tax Rebate on Sales from the Tenant (Operating Cost Assistance): $883,188.79.
We recommend the Village seek to provide up to $883,188.79 in Operating Cost Assistance to the Developer
for ten years through 100% sales tax rebate on sales from the Tenant as revenue is available.
Please call if you have questions.
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LIMITATIONS OF OUR ENGAGEMENT
Our deliverables are based on estimates, assumptions and other information developed from research of the market,
knowledge of the industry, and meetings/teleconferences with the Village and developers during which we obtained
certain information. The sources of information and bases of the estimates and assumptions are stated in the
deliverable. Some assumptions inevitably will not materialize, and unanticipated events and circumstances may occur;
therefore, actual results achieved during the period covered by our analysis will necessarily vary from those described
in our report, and the variations may be material.
The terms of this engagement are such that we have no obligation to revise analyses or the deliverables to reflect
events or conditions that occur subsequent to the date of the deliverable. These events or conditions include, without
limitation, economic growth trends, governmental actions, changes in state statute or village ordinance, additional
competitive developments, interest rates, and other market factors. However, we will be available to discuss the
necessity for revision in view of changes in the economic or market factors affecting the proposed project.
Our deliverables are intended solely for your information, for purposes of reviewing a request for financial assistance,
and do not constitute a recommendation to issue bonds or other securities. The report should not be relied upon by
any other person, firm or corporation, or for any other purposes. Neither the report nor its contents, nor any reference
to our Firm, may be included or quoted in any offering circular or registration statement, appraisal, sales brochure,
prospectus, loan, or other agreement or document intended for use in obtaining funds from individual investors without
our prior written consent.
We acknowledge that upon submission to the Village, the report may become a public document within the meaning
of the Freedom of Information Act. Nothing in these limitations is intended to block the disclosure of the documents
under such Act.
. .
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THIS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:
Jay Cherwin
MEL TZER, P UR TILL & STELLE LL C
1515 East Woodfield Road, Suite 250
Schaumburg, Illinois 60173-5431
PINS: See Exhibit
DECLARATION AND GRANT OF CROSS EASEMENTS AND
COST SHARING PROVISIONS
RE: MAPLE STREET LOFTS
TABLE OF CONTENTS
ARTICLE ONE DEFINITIONS.............................................................................................................................2
1.01 BUILDER......................................................................................................................................................... 2
1.02 CONTRIBUTING PARCEL ............................................ ............2
.....................................................................
1.02 CONTRIBUTING PARCEL RESPONSIBLE ENTITY .................................... ............2
..................................
1.03 COST SHARING PERCENTAGE .................................. ...........2
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1.04 COUNTY.......................................................................... ........... 2
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1.05 DECLARANT................................................................... ...........2
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1.06 DECLARANT RIGHTS...................................................................................................................................3
1.07 DECLARATION................................................................................................. ........... 3
..................................
1.08 EMERGENCY SITUATION............................................................................................................................3
1.09 FIRST MORTGAGE........................................................................................................................................ 3
1.10 LIMITED SHARED AREA.............................................................................................................................. 3
1.11 LIMITED SHARED AREA COST................................................................................................................... 3
1.12 LIMITED SHARED AREA COST SHARING PERCENTAGES.................................................................... 3
1.13 LIMITED SHARED AREA MAINTENANCE AND SERVICES................................................................... 3
1.14 MAINTENANCE PROVIDER.........................................................................................................................3
1.15 MAINTENANCE PROVIDER RIGHTS..........................................................................................................4
1.16 MUNICIPALITY.............................................................. ........... 4
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1.17 NON-CONTRIBUTING PARCEL ................................... ........... 4
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1.18 OWNER............................................................................................................... ........... 4
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1.19 PARCEL............................................................................ ........... 4
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1.20 PARKING STRUCTURE PARCEL ................................ ............ 4
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1.20 PERSON...........................................................................................................................................................4
1.21 PREMISES......................................................................................................... ............4
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1.22 PROPERTY WIDE COSTS ............................................. ............ 4
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1.23 PROPERTY WIDE COST SHARING PERCENTAGE ...................................... ...........4
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1.24 PROPERTY WIDE SHARED AREA............................................................................................................... 4
1.25 PROPERTY WIDE MAINTENANCE AND SERVICES ................................... ...........4
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1.26 RECORD.......................................................................... ...........4
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1.27 SITE PLAN....................................................................................................................................................... 5
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1.28 TOWNHOME ASSOCIATION ......................................... ............5
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1.29 TOWNHOME DECLARATION...................................................................................................................... 5
1.30 TOWNHOME PARCEL (BUILDER)..............................................................................................................5
1.31 TOWNHOME PARCEL (NON- BUILDER).................................................................................................... 5
ARTICLE TWO SCOPE OF DECLARATION....................................................................................................5
2.01 REAL ESTATE SUBJECT TO DECLARATION ................................................ ........... 5
.................................
2.02 CONVEYANCES SUBJECT TO DECLARATION........................................................................................ 5
2.03 PARCEL DECLARATIONS............................................................................................................................ 5
ARTICLE THREE EASEMENTS.........................................................................................................................5
3.01 IN GENERAL................................................................................................................................................... 5
3.02 SHARED AREAS............................................................................................................................................. 6
3.03 PARCEL EASEMENTS................................................................................................................................... 6
3.04 DECLARANT AND MAINTENANCE PROVIDERS EASEMENTS............................................................ 6
3.05 PUBLIC AND UTILITY EASEMENTS.......................................................................................................... 6
ARTICLE FOUR MAINTENANCE/SERVICES/COST SHARING..................................................................7
4.01 PROPERTY WIDE MAINTENANCE AND SERVICES AND COSTS.......................................................... 7
4.02 LIMITED SHARED AREAS MAINTENANCE AND SERVICES AND COSTS...........................................7
4.03 CAPITAL RESERVE........................................................ ............ 8
...................................................................
4.04 MAINTENANCE BY CONTRIBUTING PARCEL RESPONSIBLE ENTITIES ........................................... 9
4.05 DAMAGE BY OWNER OR RESIDENT......................................................................................................... 9
4.06 CERTAIN UTILITY COSTS............................................................................................................................ 9
4.07 PAYMENT OF COSTS/ENFORCEMENT ........................ .......100
...................................................................
4.08 FINANCIAL STATEMENTS ............................................. .......100
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ARTICLE FIVE INSURANCE...........................................................................................................................111
5.01 LIABILITY INSURANCE ................................................ ..........11
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ARTICLE SIX DECLARANT RIGHTS AND MAINTENANCE PROVIDER RIGHTS .........................111
6.01 IN GENERAL.................................................................... ........111
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6.02 PROMOTION OF PREMISES ........................................... .........11
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6.03 CONSTRUCTION ON PREMISES ................................... .........11
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6.04 GRANT OF EASEMENTS ................................................. .......122
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6.05 OTHER RIGHTS................................................................ .........12
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6.06 APPROVAL OF REGULATED WORK ............................ .........12
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6.07 MAINTENANCE STANDARDS ....................................... .........12
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6.08 BUDGETS, ASSESSMENTS AND OTHER FINANCIAL POWERS..........................................................13
6.09 SPECIAL AMENDMENT..............................................................................................................................13
6.10 ASSIGNMENT BY THE DECLARANT OR A MAINTENANCE PROVIDER...........................................13
ARTICLE EIGHT MISCELLANEOUS..............................................................................................................14
7.01 SEVERABILITY................................................................ .........14
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7.02 NOTICES............................................................................ .........14
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7.03 CAPTIONS/CONFLICTS.................................................. .........15
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7.04 PERPETUITIES AND OTHER INVALIDITY .................. .........15
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7.05 TITLE HOLDING LAND TRUST ..................................... .........15
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7.06 AMENDMENT BY RESPONSIBLE ENTITLES .............................................. ..........15
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7.07 SPECIAL AMENDMENT..............................................................................................................................16
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•
DECLARATION AND GRANT OF CROSS EASEMENTS AND
COST SHARING PROVISIONS
RE: MAPLE STREET LOFTS
This Declaration and Grant of Cross Easements and Cost Sharing Provisions is made by
Maple Street Lofts, LLC, an Illinois limited liability company ("Declarant").
RECITALS
Capitalized terms used herein are defined in Article One.
The Declarant holds title to part of the Premises, which are located in the Village of
Mount Prospect, Cook County, Illinois ("Municipality"). The Municipality holds title to part of
the Premises and is joining in the execution of this Declaration to submit the portion of the
Premises it owns, to this Declaration. MSL Rowhomes, LLC ("ROWS") holds title to part of the
Premises and is joining in the execution of this Declaration to submit the portion of the Premises
it owns, to this Declaration. NVR, Inc. ("NVR"), holds title to part of the Premises and is joining
in the execution of this Declaration to submit the portion of the Premises it owns, to this
Declaration. By Recording this Declaration, including the Joinder provisions, the Declarant,
ROWS, NVR, and the Municipality, shall make the Premises subject to this Declaration.
The Premises consists of various Parcels. Each Parcel shall be legally described in
Exhibit A and delineated on Exhibit B. as those Exhibits may be amended from time to time. It
is currently anticipated that the Parcels will include non -condominium townhome parcels,
apartment parcels, roads, detention areas, open space, structured parking, surface parking, and
may include other parcels. Each parcel will be designated in Exhibit A, from time to time as a
Contributing Parcel or a Non -Contributing Parcel.
The purpose of this Declaration is to (1) to grant, declare, convey, and establish certain
easements over the Premises burdening and benefitting the Parcels and impose certain
covenants, conditions, and restrictions on the Premises, all as specifically set forth herein, (11)
provide for the maintenance, repair, and operation of certain portions of the Premises by
allocating responsibility for the furnishing of certain services with respect to such portions of the
Premises to the Maintenance Providers, and (iii) establish a mechanism for allocating the cost of
furnishing such services among the Contributing Parcel Responsible Entities.
The Maintenance Providers shall be responsible for furnishing what are defined herein as
Property Wide Maintenance and Services, which will generally consist of maintenance, repair
and replacement of portions of the Premises which serve all of the Contributing Parcels, as well
as providing services which benefit all of the Contributing Parcels. Each Contributing Parcel
Responsible Entity will pay to the applicable Maintenance Provider a share of the cost of
furnishing the Property Wide Maintenance and Services provided by such Maintenance Provider,
as more fully provided in Article Four and Exhibit C.
The Maintenance Providers shall also be responsible for furnishing what are defined
herein as Limited Shared Area Maintenance and Services, which generally consists of
maintenance, repair and replacement of portions of the Premises which serve less than all of the
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Contributing Parcels, as well as services which benefit less than all of the Contributing Parcels.
Each Contributing Parcel Responsible Entity will be responsible for paying to the applicable
Maintenance Provider a share of the cost of Shared Areas Maintenance and Services provided by
such Maintenance Provider which benefit its Parcel, as more fully provided in Article Four and
Exhibit C. Without limiting the foregoing, Limited Shared Area Maintenance and Services may
include maintenance, repair and replacement of portions of, or systems which serve, a single
Contributing Parcel.
The Townhome Parcel (Builder) and Townhome Parcel (Non -Builder) is or will be made
subject to anon -condominium declaration, as provided in Section 2.03. In the event such non -
condominium declaration is recorded prior to this Declaration, the non -condominium declaration
shall be automatically subordinated to this Declaration upon recording of this Declaration. In the
event of a conflict between the terms of this Declaration and the terms of such non -condominium
declaration recorded against a Parcel, the terms of this Declaration shall prevail.
NOW, THEREFORE, the Declarant, together with all parties joining this Declaration, as
record title holders of the Premises, hereby declare, grant, and convey as follows:
ARTICLE ONE
ne initinnc
For the purpose of brevity and clarity, certain words and terms used in this Declaration are
defined as follows:
1.01 BUILDER The townhome builder entity which becomes the Owner of a
Townhome Parcel (Builder) by conveyance of title from ROWS, its successors and/or assigns.
1.02 CONTRIBUTING PARCEL: A Parcel which is designated in Section II.A of
Exhibit A as a "Contributing Parcel", as Exhibit A may be amended from time to time. A
Contributing Parcel may be an "Apartment -A Parcel", an "Apartment -B Parcel", a "Townhome
Parcel (Builder)", a "Townhome Parcel (Non -Builder)", or a "Parking Structure Parcel" as
legally described and designated in Exhibit A hereto, as Exhibit A may be amended from time
to time.
1.03 CONTRIBUTING PARCEL RESPONSIBLE ENTITY: Each Owner which owns,
and/or each townhome association or other entity which administers (as provided for in Section
2.03), a Contributing Parcel. The residential owner of a townhome or the tenant of an apartment
unit shall not be deemed to be a Contributing Parcel Responsible entity hereunder.
1.04 COST SHARING PERCENTAGE: The Property Wide Cost Sharing Percentage
or the Limited Shared Area Cost Sharing Percentage, as applicable, assigned from time to time to
each Contributing Parcel on Exhibit C, as Exhibit C may be amended from time to time.
1.05 COUNTY: Cook County, Illinois.
1.06 DECLARANT: Maple Street Lofts, LLC, an Illinois limited liability company, its
successors and assigns.
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1.07 DECLARANT RIGHTS : The rights and powers reserved or granted to the
Declarant hereunder, as such rights and powers may be assigned or transferred as provided in
Section 6.10 hereof.
1.08 DECLARATION: This instrument with all Exhibits hereto, as amended or
supplemented from time to time.
1.09 EMERGENCY SITUATION: A situation impairing or imminently likely to
impair structural support of a building located on the Premises or causing or imminently likely to
cause bodily injury to persons or substantial physical damage to the Premises or any property in,
on, under, within, upon or about the Premises. The duration of an Emergency Situation shall be
deemed to include the time reasonably necessary to remedy the Emergency Situation.
1.10 FIRST MORTGAGE: A bona fide first mortgage, first trust deed or equivalent
security interest covering the ownership of a portion of the Premises.
1.11 LIMITED SHARED AREA: An area and/or facility, if any, on the Premise which
is designated in Section IV of Exhibit A hereto, from time to time, as a "Limited Shared Area",
which serves one or more, but less than all, Contributing Parcels.
1.12 LIMITED SHARED AREA COST: As defined in Section 4.02.
1.13 LIMITED SHARED AREA COST SHARING PERCENTAGE: For each
Contributing Parcel, the Limited Shared Area Cost Sharing Percentage assigned to the
Contributing Parcel with respect to a particular Limited Shared Area Cost listed on Exhibit C
hereto.
1.14 LIMITED SHARED AREA MAINTENANCE AND SERVICES: The following
work, which will be furnished by the Maintenance Providers and the cost of which will be shared
by the Contributing Parcel Responsible Entities as provided in Section 4.02:
(a) Maintenance, repair and replacement of, and alterations or improvements to,
landscaping and other improvements located on the Limited Shared Areas; and
(b) Those services, if any, set forth in Exhibit C which are designated as part of
the Limited Shared Area Maintenance and Services.
1.15 MAINTENANCE PROVIDER: An entity which is designated herein as a
"Maintenance Provider" which shall have the obligation to provide certain Property Wide
Maintenance and Services and/or certain Limited Shared Area Maintenance and Services and the
power to establish budgets therefor and levy and collect assessments pursuant to such budgets, as
more fully provided herein, and any assignee of, or successor to, a Maintenance Provider. Upon
the Recording hereof, except as specifically set forth in Exhibit C, the Declarant shall be the
Maintenance Provider of all Property Wide Maintenance and Services and all Limited Shared
Area Maintenance and Services. However, Declarant shall have the right to assign any or all of
the obligations and powers of the Maintenance Provider to other entities, including, without
limitation, a Contributing Parcel Responsible Entity, a third party or a not for profit corporation,
all as more fully provided in Section 6.10.
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1. 16 MAINTENANCE PROVIDER RIGHTS: The rights and powers reserved or
granted to a Maintenance Provider hereunder, as such rights and powers may be assigned or
transferred as provided in Section 6.10 hereof.
1.17 MUNICIPALITY: The Village of Mount Prospect, Illinois, or any successor
thereto.
1.18 NON-CONTRIBUTING PARCEL: A Parcel which is designated, from time to
time, in Section II. B of Exhibit A as a "Non -Contributing Parcel", as Exhibit A may be
amended from time to time. A Non -Contributing Parcel may be owned by the Declarant, a
Contributing Parcel Responsible Entity, or another entity approved by the Declarant
1.19 OWNER: The legal title holder from time to time of a Parcel.
1.20 PARCEL: Each parcel of real estate which is designated in Section II of Exhibit
A hereto as a "Parcel", as Exhibit A may be amended from time to time.
1.21
Exhibit A
PARKING STRUCTURE PARCEL
As legally described and defined in
1.22 PERSON: A natural individual, corporation, partnership, trustee or other legal
entity capable of holding title to real property.
1.23 PREMISES: The real estate described in Exhibit A hereto with all improvements
thereon and rights appurtenant thereto, as Exhibit A may be amended from time to time.
1.24 PROPERTY WIDE COSTS: As defined in Section 4.01.
1.25 PROPERTY WIDE COST SHARING PERCENTAGE: For each Contributing
Parcel, the Property Wide Cost Sharing Percentage set forth in Exhibit C, as Exhibit C may be
amended from time to time.
1.26 PROPERTY WIDE SHARED AREA: An area and/or facility on the Premises, if
any, which is designated in Section III of Exhibit A hereto, from time to time, as a "Property
Wide Shared Area", which serves all of the Contributing Parcels.
1.27 PROPERTY WIDE MAINTENANCE AND SERVICES: The following, which
will be furnished by a Maintenance Provider and the cost of which will be shared by the
Contributing Parcel Responsible Entities, as more fully provided in Section 4.01:
(a) Maintenance, repair and replacement of, and alterations or improvements to,
landscaping and other improvements located on the Property Wide Shared Areas; and
(b) Those services, if any, set forth in Exhibit C which are designated as part of
the Property Wide Maintenance and Services.
1.28 RECORD: To record with the Recorder of Deeds for the County.
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1.29 SITE PLAN: The site plan attached hereto as Exhibit B, as Exhibit B may be
amended or supplemented from time to time, which identifies and delineates those portions of
the Premises which are Parcels and other areas referred to in this Declaration.
1.30 TOWNHOME ASSOCIATION :Defined in Section 2.03.
1.31 TOWNHOME DECLARATION: Defined in Section 2.03.
1.32 TOWNHOME PARCEL (BUILDER): As legally described and defined in
Exhibit A.
1.33 TOWNHOME PARCEL (NON- BUILDER): As legally described and defined in
Exhibit A.
ARTICLE TWO
Scope of Declaration
2.01 REAL ESTATE SUBJECT TO DECLARATION: The Declarant, as the owner of
fee simple title to the Premises, expressly intends to, and, by Recording this Declaration, does
hereby, subject the Premises to the provisions of the Declaration.
2.02 CONVEYANCES SUBJECT TO DECLARATION: All easements, restrictions,
conditions, covenants, reservations, liens, charges, rights, benefits, and privileges which are
granted, created, reserved or declared by this Declaration shall be deemed to be covenants
appurtenant, running with the land and shall at all times inure to the benefit of and be binding on
any Person having at any time any interest or estate in the Premises, and their respective heirs,
successors, personal representatives or assigns regardless of whether the deed or other instrument
which creates or conveys the interest or estate makes reference to this Declaration.
2.03 PARCEL DECLARATIONS: The part of the Premises which will be improved
with townhomes has been made subject to that certain Declaration of Maple Street Lofts
Townhomes recorded , 2020, with the Office of the Recorder of Cook County,
Illinois, as Document No. ("Townhome Declaration") which will provide
for an association to administer the townhomes which are subject to the Declaration (the
"Townhome Association"). Once established and incorporated, the Association shall be the
Contributing Parcel Responsible Entity hereunder with respect to a Contributing Parcel subject to
the Townhome Declaration.
ARTICLE THREE
F.acPmPntc
3.01 IN GENERAL: The easements provided for in this Article Three shall extend to
each Contributing Parcel Responsible Entity, as applicable, and their respective members, agents,
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tenants, employees, guests and invitees. The beneficiary of an easement hereunder shall exercise
its rights in a manner as to cause as little disturbance in the use and enjoyment of the affected
portion of the Premises and surrounding areas as may be practical under the circumstances and
shall be responsible for repairing any damage caused by such party in the course of exercising
such easement. The exercise of easements provided for in this Article shall be subject to rules,
regulations and restrictions, if any, from time to time adopted by the Declarant.
3.02 SHARED AREAS: Each Contributing Parcel Responsible Entity, its members,
employees, agents and invitees, shall have a non-exclusive, perpetual easement to use, for their
intended purposes, those Property Wide Shared Areas and Limited Shared Areas which serve the
Parcel owned or administered by the Contributing Parcel Responsible Entity with utilities or
other services which are necessary or desirable to the operation, use and enjoyment of the Parcel
owned or administered by the Contributing Parcel Responsible Entity.
3.03 PARCEL EASEMENTS: Each Contributing Parcel Responsible Entity, its
members, employees, agents and invitees, shall have the following perpetual easements:
(a) Anon -exclusive easement for access over and across roads, driveways, and
walkways from time to time located in the Premises which provide access to and from the
Parcel owned or administered by the Contributing Parcel Responsible Entity and a public
way.
(b) A non-exclusive easement for access over, and the use and enjoyment of,
those portions of the Premises designated from time to time by the Declarant, as
"Property Wide Shared Area" subject to such reasonable rules, regulations or restrictions
adopted or imposed from time to time by the Declarant.
(c) An exclusive easement for the continued existence, use, maintenance, repair
and replacement of components located in the Premises which are part of a system which
serves the Parcel exclusively.
3.04 DECLARANT AND MAINTENANCE PROVIDERS EASEMENTS: The
Declarant and each Maintenance Provider, and their respective employees, agents and invitees,
shall have a non-exclusive perpetual easement to come upon any portion of the Premises (i) for
access to any other portion of the Premises or a public way, (ii) to perform any inspection,
maintenance, repairs, replacements alterations, improvements to portions of the Premises
permitted or required to be performed by the Declarant or Maintenance Provider, including,
without limitation, Property Wide Maintenance and Services and Limited Shared Area
Maintenance and Services, and/or (iii) to install, modify, use, maintain, repair and replace
improvements located anywhere on the Premises which are part of the Property Wide Shared
Areas or Limited Shared Area maintained by the Declarant or the Maintenance Provider.
3.05 PUBLIC AND UTILITY EASEMENTS:
(a) All public and private utilities serving the Premises are hereby granted the
right to lay, construct, renew, operate, and maintain conduits, cables, pipes, wires,
transformers, switching apparatus and other equipment, into and through the Premises,
for the purpose of providing utility services to the Premises.
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(b) Any governmental authority which has jurisdiction over the Premises or
which undertakes to provide services (including, without limitation, emergency services)
to the Premises is hereby declared, granted and reserved access easements for ingress and
egress to, over and across the Premises for the purpose of providing any such services.
(c) Each Contributing Parcel Responsible Entity, occupant or user of a portion of
the Premises shall have a non-exclusive easement for pedestrian ingress and egress in an
Emergency Situation to and from, over, on, across and through the Premises.
(d) The general public shall have a non-exclusive easement of access over the
private roads known as Dawson Drive and Elm Street, located on the Premises, and
pedestrian walkways which are adjacent to and along Dawson Drive and Elm Street, and
any pedestrian walkways which are adjacent to and along Prospect Avenue, Maple Street,
and East Lincoln Street, to the extent such walkways are located within the Premises.
ARTICLE FOUR
Maintenance/Services/Cost Sharing
4.01 PROPERTY WIDE MAINTENANCE AND SERVICES AND COSTS: Except as
otherwise specifically provided for herein, the Declarant, or the applicable Maintenance Provider,
shall be responsible for determining, in its reasonable judgment, what Property Wide
Maintenance and Services are necessary or advisable and for furnishing such Property Wide
Maintenance and Services at such times and using such methods, contractors, employees or
agents as the Declarant or the applicable Maintenance Provider deems to be appropriate, in its
reasonable judgment. No later than October 31St of each year, the Declarant, or the applicable
Maintenance Provider, shall furnish to each Contributing Parcel Responsible Entity a budget for
the proposed cost of furnishing Property Wide Maintenance and Services, building up
appropriate reserves therefor, and, if applicable, insurance premiums attributable to and
anticipated real estate taxes and assessments levied with respect to Non -Contributing Parcels
which are part of the Property Wide Shared Areas ("Property Wide Costs") for the coming year;
provided, that, if no budget is delivered by November 30th of such year, the prior year's budget
shall apply to the coming year. The Property Wide Costs shall include an allocable portion of
overhead, labor costs and the cost of materials and su lies which the Declarant or the ie , able
�� 11
Maintenance Provider, in its reasonable judgment, allocates to the Property Wide Maintenance
and Services. Each Contributing Parcel Responsible Entity shall pay to the Declarant, or the
applicable Maintenance Provider, each month, an amount equal to one twelfth of the budgeted
Property Wide Costs for the year multiplied by the Contributing Parcel Responsible Entity's
Property Wide Cost Sharing Percentage in effect as of the first day of the month. If, in the
Declarant's or the applicable Maintenance Provider's reasonable judgment, the actual costs for
the current year will be greater than budgeted Property Wide Costs, the Declarant or the
applicable Maintenance Provider may increase the budget and increase the amount payable each
month by each Contributing Parcel Responsible Entity per the revised budget by giving at least
15 days written notice thereof to each Contributing Parcel Responsible Entity.
4.02 LIMITED SHARED AREA MAINTENANCE AND SERVICES AND COSTS:
Except as otherwise specifically provided for herein, the Declarant, or the applicable
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Maintenance Provider, shall be responsible for determining, in its reasonable judgment, what
Limited Shared Area Maintenance and Services are necessary or advisable and for furnishing
such Limited Shared Area Maintenance and Services at such times and using such methods,
contractors, employees or agents as the Declarant or the applicable Maintenance Provider deems
to be appropriate, in its reasonable judgment. No later than October 31St of each year, the
Declarant, or the applicable Maintenance Provider, shall furnish to each affected Contributing
Parcel Responsible Entity a budget for the proposed cost of furnishing Limited Shared Area
Maintenance and Services which benefit or affect the Contributing Parcel Responsible Entity's
Parcel, building up appropriate reserves therefor and, if applicable, insurance premiums
attributable to and anticipated real estate taxes and assessments levied with respect to Non -
Contributing Parcels which are part of the Limited Shared Area, if any, ("Limited Shared Area
Costs") for the coming year; provided, that, if no budget is delivered by November 30th of such
year, the prior year's budget shall apply to the coming year. The Limited Shared Area Costs shall
include an allocable portion of overhead, labor costs and the cost of materials and supplies which
the Declarant or the applicable Maintenance Provider, in its reasonable judgment, allocates to the
Limited Shared Area Maintenance and Services. Each Contributing Parcel Responsible Entity
shall pay to the Declarant, or the applicable Maintenance Provider, each month, an amount equal
to one twelfth of the budgeted Limited Shared Area Costs for the year multiplied by the
Contributing Parcel Responsible Entity's Limited Shared Area Cost Sharing Percentage with
respect to the particular work, services and costs which benefit the Parcel in effect as of the first
day of the month. If, in the Declarant's or the applicable Maintenance Provider's reasonable
judgment, the actual costs for the current year will be greater than budgeted Limited Shared Area
Costs, the Declarant or the applicable Maintenance Provider may increase the budget and
increase the amount payable each month by each Contributing Parcel Responsible Entity per the
revised budget by giving at least 15 days written notice thereof to each affected Contributing
Parcel Responsible Entity.
4.03 CAPITAL RESERVES: The Declarant, or the applicable Maintenance Provider,
shall account for special reserve funds to be used solely for making capital expenditures in
connection with the Property Wide Shared Areas and Limited Shared Area (each a "Capital
Reserve"). The Declarant, or the applicable Maintenance Provider, shall determine the
appropriate level of each Capital Reserve based on a periodic review of the useful life of
improvements to the Property Wide Shared Areas and Limited Shared Area and periodic
projections of the cost of anticipated major repairs or replacements to the Property Wide Shared
Areas and Limited Shared Area, and the purchase of other property to be used by the Declarant or
the applicable Maintenance Provider in connection with its duties hereunder. Each Capital
Reserve shall be funded from line items provided for in the appropriate budget. At the election of
Declarant or if required by statute, special accounts for a Capital Reserve to be used to make
capital expenditures with respect to the Property Wide Shared Areas and Limited Shared Area
shall be held by the Declarant or the applicable Maintenance Provider as agent and trustee for
those Contributing Parcel Responsible Entities with respect to which the Capital Reserve is held.
If the Declarant or the applicable Maintenance Provider chooses not to provide for the buildup of
reserves for a particular anticipated expenditure, or if the buildup of reserves that the Declarant
or the applicable Maintenance Provider does provide for in the applicable budget does not result
in sufficient funds to pay for the expenditure when the expenditure must be made, then neither
the current Declarant nor the applicable Maintenance Provider nor any preceding Declarant or
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applicable Maintenance Provider shall be liable to the Contributing Parcel Responsible Entities
for failing to provide for sufficient reserves and the Declarant or the applicable Maintenance
Provider may increase the current and subsequent budgets to make up the difference.
4.04 MAINTENANCE BY CONTRIBUTING PARCEL RESPONSIBLE ENTITIES:
Each Contributing Parcel Responsible Entity shall be responsible for keeping at all times in good
condition and repair all improvements, fixtures and components of systems on the Parcel which
the Contributing Parcel Responsible Entity owns, administers and/or maintains, which are not
maintained by the Declarant or the applicable Maintenance Provider as a part of the Property
Wide Maintenance and Services or Limited Shared Area Maintenance and Services. The
Declarant shall have the right to inspect any portion of the Premises in order to verify compliance
with the provisions of this Section. If the Declarant determines, in its reasonable judgment, that
a Contributing Parcel Responsible Entity is in violation of this Section, it may direct the
Contributing Parcel Responsible Entity which is responsible for such maintenance to correct the
situation at its sole cost and expense and, if such party fails or refuses to correct the situation in a
reasonable amount of time, or immediately in an Emergency Situation, then the Declarant shall
have the right and power to either (i) correct the situation or (ii) seek injunctive relief to cause the
Contributing Parcel Responsible Entity to correct the situation. A Contributing Parcel
Responsible Entity which fails or refuses to correct a situation under this Section shall pay to the
Declarant any and all costs incurred by the Declarant associated with correcting the situation or
causing the situation to be corrected, including, without limitation, attorney's fees and court
costs.
4.05 DAMAGE BY OWNER OR RESIDENT: If, due to the act or omission of a
Contributing Parcel Responsible Entity or tenant, agent or invitee of an Owner or a Contributing
Parcel Responsible Entity, damage shall be caused to the Premises and maintenance, repairs or
replacements shall be required thereby, which would otherwise be a Property Wide Cost or
Limited Shared Area Cost hereunder, then the Contributing Parcel Responsible Entity shall pay
for such damage and such maintenance, repairs and replacements, as may be determined by the
Declarant, or the applicable Maintenance Provider, to the extent not covered by insurance.
4.06 CERTAIN UTILITY COSTS: Certain utility costs incurred in connection with the
use, operation and maintenance of the Premises may not be separately metered and billed to each
Contributing Parcel Responsible Entity. If the cost for any such utility is metered and charged to
a Parcel, Parcels or the Declarant, rather than being fairly and separately metered and charged to
the Contributing Parcel Responsible Entities (as determined by the Declarant or the applicable
Maintenance Provider), then the following shall apply:
(a) If in the opinion of the Declarant or the applicable Maintenance Provider, each
Contributing Parcel Responsible Entity is sharing in a fair and equitable manner the cost for such
service, then no adjustment shall be made and each Contributing Parcel Responsible Entity shall
pay its own bill; or
(b) If, in the opinion of the Declarant or the applicable Maintenance Provider, a
Contributing Parcel Responsible Entity is being charged disproportionately for costs allocable to
the Premises or other Contributing Parcel Responsible Entities, then the Declarant or the
applicable Maintenance Provider shall pay, or reimburse such Contributing Parcel Responsible
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Entity, an amount equal to the portion of the costs which in the reasonable determination of the
Declarant, or the applicable Maintenance Provider, is properly allocable as a Property Wide Cost
or is properly allocable as a Limited Shared Area Cost and the amount thereof shall be charged to
the Contributing Parcel Responsible Entities which benefit therefrom in amounts reasonably
determined by the Declarant or the applicable Maintenance Provider.
4.07 PAYMENT OF COSTS/ENFORCEMENT: For purposes of this Section, a
Contributing Parcel Responsible Entity which owes money to the Declarant or the applicable
Maintenance Provider shall be referred to as a "Pam". Each Payor shall pay to the Declarant or
the applicable Maintenance Provider amounts provided for herein based on invoices, statements
or budgets prepared from time to time by or on behalf of the Declarant or the applicable
Maintenance Provider and delivered to the Payor. If the Payor is a Contributing Parcel
Responsible Entity that is (i) not a condominium association or (ii) not a non -condominium
property owners association, and such Payor fails to make any required payment hereunder
within thirty (30) days after it is due, the amount of the payment shall be a continuing lien upon
the Parcel owned or administered by the Payor. If the Payor is a condominium association or a
non -condominium property owners association, and the association fails to make any required
payment hereunder within thirty (30) days after it is due, the amount thereof shall be a continuing
lien against each Parcel or unit in the applicable association in an amount equal to the amount
due multiplied by the undivided interest attributable to the unit (if the unit is a condominium
unit) or the applicable cost sharing percentage under the declaration which governs the non -
condominium association; provided, that, any such lien against a parcel or unit shall be
subordinate to the First Mortgage, if any, on the Parcel or unit from time to time. If the Payor is
an Owner which is not an association, and the Owner fails to make any required payment
hereunder within thirty (30) days after it is due, the amount thereof shall be a continuing lien
against the Payor's Parcel; provided that any such lien shall be subordinate to the First Mortgage,
if any, on the Parcel from time to time. Any payment hereunder which is not paid within thirty
(30) days after the due date shall bear interest at the rate of twelve percent (12%) per annum from
the due date until paid and the Declarant, or the applicable Maintenance Provider, (i) may bring
an action against the Payor or unit or parcel owner, if applicable, for the amount of the payment
due from such party, plus interest, costs and reasonable attorneys' fees incurred in connection
with its collection efforts, which amount shall be added to the amount of the payment and shall
be included in any judgment rendered in such action and (ii) may enforce and foreclose the lien
provided for herein.
4.08 FINANCIAL STATEMENTS: Each year the Declarant, or the applicable
Maintenance Provider, shall cause to be prepared and furnished to all Contributing Parcel
Responsible Entities such financial statements as the Declarant or the applicable Maintenance
Provider deems necessary or appropriate and the cost of preparation thereof shall be a Project
Wide Cost or Limited Shared Area Cost, as reasonably determined by the Declarant or the
applicable Maintenance Provider.
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ARTICLE FIVE
Tn ci rnm-,P
5.01 LIABILITY INSURANCE: Each Contributing Parcel Responsible Entity shall
maintain Commercial General Liability Insurance covering claims for personal and bodily injury
or property damage occurring in, on, under, within, upon or about the portion of the Premises
owned or administered by such Contributing Parcel Responsible Entity, or as a result of
operations thereon, in such amounts as may be required by law and as from time to time shall be
carried by prudent owners of first-class residential developments in the vicinity of the Premises,
but in all events for limits of not less than $1,000,000 combined single limit per occurrence with
a general policy aggregate of $2,000,000 for personal and bodily injury or property damage with
at least an additional $5,000,000 for umbrella coverage. Each Contributing Parcel Responsible
Entity shall cause the other Contributing Parcel Responsible Entities and each such other
Contributing Parcel Responsible Entity's managing agent to be named as an additional insured
on such policies.
5.02 MUNICIPALITY INSURANCE: The Municipality is responsible for providing
the "Municipal Snow/Ice Removal Service" as set forth in Exhibit C and shall be solely
responsible for any damage, injury or loss arising from the provision of such services and shall
include commercially reasonable liability insurance to coverage its provision such services in
form and substance, including additional insureds, as set forth in Section 5.01.
ARTICLE SIX
Declarant Rights and Maintenance Provider Rights
6.01 IN GENERAL: The Declarant Rights and the Maintenance Provider Rights shall
consist of and include all rights and powers reserved or granted to the Declarant and each
Maintenance Provider under the provisions of this Declaration, including, without limitation, the
rights and powers set forth in this Article. Anything in this Declaration to the contrary
notwithstanding, the provisions set forth in this Article shall govern.
6.02 PROMOTION OF PREMISES: For so long as the Declarant or an assignee of the
Declarant owns or controls title to a portion of the Premises, the Declarant or such assignee shall
have the right and power, within its sole discretion, to (i) construct such temporary or permanent
improvements, or to do such acts or other things in, on, or to the Premises as the Declarant may,
from time to time, determine to be necessary or advisable, (11) construct and maintain
construction, management, sales and/or leasing offices, advertising signs, lighting and banners, or
other promotional facilities at such locations and in such forms as the Declarant or an assignee
may deem advisable in its sole discretion.
6.03 CONSTRUCTION ON PREMISES: The Declarant shall have the right, at the
Declarant's own expense to make such alterations, additions or improvements to any part of the
Premises owned, leased, maintained or otherwise controlled by the Declarant (as determined by
135712: 003: 02794748.DOC :5 1
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Declarant in its reasonable discretion), including, without limitation, Property Wide Shared
Areas and Limited Shared Area.
6.04 GRANT OF EASEMENTS: The Declarant shall have the right to reserve or grant
easements over the Premises or portions thereof (i) to any governmental authority, public utility,
private utility for the installation and maintenance of electrical, telephone, cable or internet
conduit and lines, gas, sewer or water lines, or any other utility services serving any Parcel or (ii)
to a Responsible Parcel Entity for any purpose which the Declarant deems necessary or
advisable.
6.05 OTHER RIGHTS : The Declarant shall have the right and power to execute all
documents and do all other acts and things affecting the Premises which, in the Declarant's
reasonable opinion, are necessary or desirable in connection with the rights of the Declarant
under this Declaration.
6.06 APPROVAL OF REGULATED WORK: No temporary or permanent construction
on, alteration of or additions to a Parcel which (i) are visible from outside the improvements on
the Parcel and/or (ii) affect the use, operation, maintenance or enjoyment of Property Wide
Shared Areas or Limited Shared Area ("Regulated Work") shall be commenced or maintained
with respect to any Parcel without the prior written consent of the Declarant to the plans therefor,
which consent may be granted or withheld in the Declarant's sole and absolute discretion. The
Declarant reserves the right and power to promulgate and amend from time to time standards,
policies, procedures and guidelines in order to implement the foregoing. If any Regulated Work
which requires the Declarant approval as provided above is commenced without obtaining the
required written consent of the Declarant, then the Declarant may seek any remedy or take any
action provided for herein or permitted at law or in equity in order to enforce the provisions
hereof, including injunctive relief to stop work and/or restore the portion of the Parcel to its
condition prior to the commencement of the work. The Declarant's decision to approve or
disapprove Regulated Work in one instance shall not in any way create or establish a precedent
for how the Declarant must respond to a request for Regulated Work subsequently made, it being
understood that circumstances, situations and standards may change and the Declarant reserves
the right and power to grant or deny requests as the Declarant believes are appropriate in the
Declarant's sole and absolute discretion. This Section does not apply to work undertaken by or
on behalf of the Municipality. Notwithstanding anything herein to the contrary, the provisions of
this Section 6.06 shall not apply to the Parking Structure Parcel so long as the Municipality is the
Owner of the Parking Structure Parcel.
6.07 MAINTENANCE STANDARDS: The Declarant shall have the right and power
from time to time to adopt rules, regulations, guidelines, and standards governing the
maintenance and upkeep of the Parcels, including without limitation, improvements thereto,
signs, and advertising thereon. If in the sole judgment of the Declarant a Parcel is not being
maintained in good condition and repair or the appearance of any such portion of the Premises is
not of the character and quality of that of other portions of the Premises or is not in compliance
with rules, regulations, guidelines, and standards adopted from time to time by the Declarant,
then without limiting any rights or remedies available to the Declarant hereunder, at law or in
equity, the Declarant shall have the right to enter upon the Parcel and perform any maintenance
135712: 003: 02794748.DOC :5 1
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01
or repair work which it deems necessary or appropriate. The cost of any such work shall be
charged to the Responsible Parcel Entity, shall be payable to the Declarant upon demand subject
to the provisions of Section 4.07. Notwithstanding anything herein to the contrary, the
provisions of this Section 6.07 shall not apply to the Parking Structure Parcel so long as the
Municipality is the Owner of the Parking Structure Parcel; provided the Municipality maintains
the Parking Structure Parcel in good working order and condition and consistent with its
standards and practices for other municipal parking garages in downtown Mount Prospect.
6.08 BUDGETS, ASSESSMENTS AND OTHER FINANCIAL POWERS: The
Declarant and each Maintenance Provider shall have the right and power to set budgets and
assessments, collect assessments, maintain accounts, pay expenses, record liens against Parcels
for non-payment of assessments and otherwise exercise all rights and powers of the Declarant
and the Maintenance Providers as set forth in Article Four hereof.
6.09 SPECIAL AMENDMENT: The Declarant reserves the right and power to Record
an amendment ("Special Amendment") to this Declaration at any time and from time to as
determined by the Declarant in its reasonable judgment to be necessary or appropriate to:
(a) Bring this Declaration into compliance with applicable governmental laws,
ordinances, regulations, or requirements;
(b) Correct or clarify errors, ambiguities, omissions or inconsistencies in this Declaration
or any Exhibit hereto or any supplement or amendment hereto; or
(c) Provide for the organization of a not for profit corporation as provided in Section 6.10
below to accept an assignment of Declarant Rights.
In furtherance of the foregoing, a power coupled with an interest is hereby reserved and granted
to the Declarant to make or consent to a Special Amendment on behalf of each Owner and
Contributing Parcel Responsible Entity as attorney-in-fact. Each deed, mortgage, trust deed,
other evidence of obligation, or other instrument affecting a Parcel and the acceptance thereof
shall be deemed to be a grant and acknowledgment of, and a consent to the reservation of, the
power to the Declarant to make, execute and Record Special Amendments.
6.10 ASSIGNMENT BY THE DECLARANT OR A MAINTENANCE PROVIDER:
(a) Declarant Rights and Maintenance Provider Rights are severable and personal and do
not run with the land. The holder from time to time of any Declarant Right may mortgage,
pledge, assign (collaterally, conditionally, or absolutely), or transfer the right to another Person,
who may, but need not, be a Contributing Parcel Responsible Entity. The holder from time to
time of any Maintenance Provider Right may, with the written consent of the Declarant,
mortgage, pledge, assign (collaterally, conditionally, or absolutely), or transfer the right to
another Person, who may, but need not, be a Contributing Parcel Responsible Entity. Any
assignment of a Declarant Right or a Maintenance Provider Right shall specifically provide that
either all Declarant Rights and all Maintenance Provider Rights then held by the assignor are
being assigned or, if less than all, specifically provide which Declarant Rights and/or
135712: 003: 02794748.DOC :5 1
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31
Maintenance Provider Rights are being assigned and any such assignment shall only become
effective upon the Recording thereof. Any assignment of Declarant Rights and/or Maintenance
Provider Rights may be made subject to such conditions or limitations as the assignor and
assignee agree to and which are set forth in the assignment instrument.
(b) Without limiting the foregoing, the Declarant may cause to be incorporated, or
organized, a not for profit corporation, or a limited liability company, whose members will be the
Contributing Parcel Responsible Entities and which shall be governed by articles of
incorporation, or articles of organization and by-laws, or operating agreement, adopted by the
Declarant (and referred to or included as part of a Special Amendment pursuant to Section 6.09
hereof) and assign some or all of the Declarant Rights to such not for profit corporation, or
limited liability company, and may convey a Parcel or Parcels to the not for profit corporation, or
limited liability company.
(c) Any Person which becomes the holder of any Declarant Right or Maintenance
Provider Right as the result of foreclosure of the Declarant Right or Maintenance Provider Right,
or any assignee of any Declarant Right or Maintenance Provider Right (whether as the result of
voluntary assignment or assignment in lieu of foreclosure) shall hold or be entitled to exercise
such Declarant Right or Maintenance Provider Right as fully as if named as such party herein.
No such successor to or assignee of a Declarant Right or a Maintenance Provider Right shall
have or incur any liability for the acts of any other party which previously exercised, or
subsequently shall exercise, such rights.
(d) If and to the extent that the Declarant Rights or Maintenance Provider Rights under
Article Four hereof are assigned (other than an assignment for collateral purposes), all funds and
accounts being held by the Assignor pursuant to Article Four relating to such rights shall be
transferred to the assignee together with any records relating thereto in the possession or control
of the assignor.
ARTICLE SEVEN
Mi crPl l nm -n» c
7.01 SEVERABILITY: Invalidation of all or any portion of any of the easements,
restrictions, covenants, conditions and reservations, by legislation, judgment or court order shall
not affect any liens, charges, rights, benefits and privileges and other provisions of this
Declaration, which shall remain in full force and effect.
7.02 NOTICES: Any notice required to be sent to the Declarant, a Maintenance
Provider, or a Contributing Parcel Responsible Entity under the provisions of this Declaration
shall be deemed to have been properly given (i) when it is received by the recipient after it is
mailed, postage prepaid to the last known mailing address, (ii) when it is received by the
recipient after it is sent through overnight delivery, or (iii) when transmitted by facsimile or e-
mail to its last known facsimile number or e-mail address and mailed on the same day, postage
prepaid to the last known address.
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7.03 CAPTIONS/CONFLICTS: The Article and Section headings herein are intended
for convenience only and shall not be construed with any substantive effect in this Declaration.
In the event of any conflict between the statements made in the recitals to this Declaration and
the provisions contained in the body of this Declaration, the provisions contained in the body of
this Declaration shall govern.
7.04 PERPETUITIES AND OTHER INVALIDITY/DURATION: If any of the options,
privileges, covenants or rights created by this Declaration would otherwise be unlawful or void
for violation of (a) the rule against perpetuities or some analogous statutory provisions, (b) the
rule restricting restraints on alienation, or (c) any other statutory or common law rules imposing
time limits, then such provisions shall continue only until twenty-one (2 1) years after the death of
the survivor of the living lawful descendants of the former President of the United States George
H. Bush at the time of Recording of this Declaration. Except as otherwise specifically provided
herein the covenants, conditions, restrictions, easements, reservations, liens, and charges, which
are granted, created, reserved or declared by this Declaration shall be appurtenant to and shall run
with and bind the land for a period of forty (40) years from the date of Recording of this
Declaration and for successive periods of ten (10) years each unless revoked, changed or
amended in whole or in part by a recorded instrument executed by the Contributing Parcel
Responsible Entities representing not less than 51% of the Property Wide Cost Sharing
Percentages.
7.05 TITLE HOLDING LAND TRUST: In the event title to any portion of the Premises
is conveyed to a title holding trust, under the terms of which all powers of management,
operation and control of such portion remains vested in the trust beneficiary or beneficiaries, then
the beneficiaries thereunder from time to time shall be responsible for payment of all
assessments, charges or payments hereunder and for the performance of all agreements,
covenants and undertakings chargeable or created under this Declaration against such portion of
the Premises. No claim shall be made against any such title holding trustee personally for
payment of any lien or obligation hereunder created and the trustee shall not be obligated to
sequester funds or trust property to apply in whole or in part against such lien or obligation. The
amount of such lien or obligation shall continue to be a charge or lien upon any such portion of
the Premises and the beneficiaries of such trust notwithstanding any transfers of the beneficial
interest of any such trust or any transfers of title to any such portion of the Premises.
7.06 AMENDMENT BY CONTRIBUTING PARCEL RESPONSIBLE ENTITIES:
Subject to the provisions of Section 6.09, any provision of this Declaration may only be amended
by an instrument executed by Contributing Parcel Responsible Entities with at least 51 % of the
Property Wide Cost Sharing Percentages and the Declarant; provided, that, portions of Exhibit C
which affect less than all of the Contributing Parcel Responsible Entities may only be amended
by all of the affected Contributing Parcel Responsible Entities and the applicable Maintenance
Provider; and provided further, that (i) for so long as Builder is a contact purchaser, owner or
otherwise has an interest in or controls title to any portion of the Premises, no amendment hereto
which affects the Townhome Parcel (Builder) or the allocation of expenses to the Townhome
Parcel (Builder) shall become effective unless and until Builder gives its prior written consent;
and (ii) that for so long as the Municipality is Owner or otherwise has an interest in or controls
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title to any portion of the Parking Structure Parcel, no amendment hereto which affects the
Parking Structure Parcel shall become effective unless and until the Municipality gives its prior
written consent. No amendment shall become effective until Recorded.
7.07 SPECIAL AMENDMENT: Declarant reserves the right and power to Record a
special amendment ("Special Amendment") to this Declaration at any time and from time to time
which amends this Declaration to correct omissions, errors, ambiguities or inconsistencies in the
Declaration. In furtherance of the foregoing, a power coupled with an interest is hereby reserved
and granted to the Declarant to make or consent to a Special Amendment on behalf of each
Owner. Each deed, mortgage, trust deed, other evidence of obligation, or other instrument
affecting a Parcel and the acceptance thereof shall be deemed to be a grant and acknowledgment
of, and a consent to the reservation of, the power to the Declarant to make, execute and Record
Special Amendments. The right and power of the Declarant to record a Special Amendment
hereunder shall terminate at such time as Declarant no longer holds or controls title to a portion
of the Premises.
7.08 ESTOPPEL CERTIFICATE: Each of the Contributing Parcel Responsible
Entities hereto agrees to provide the other, upon not less than twenty (20) 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 provisions (or specifying each such claimed default) and
certifying such other matters reasonably requested by the requesting party. If any party hereto
Contributing Parcel Responsible Entity 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 requesting Contributing Parcel
Responsible Entity as its attorney-in-fact for execution of the Estoppel Certificate on its behalf as
to that specific request only.
7.09 MUNICIPAL AUTHORITY AND REPEALER: The execution, delivery and
performance of this Agreement by the Municipality and the compliance with the provisions of
this Agreement (i) have been duly authorized by all necessary corporate action on the part of the
Municipality, (ii) require no other consents, approvals or authorizations on the part of the
Municipality in connection with the Municipality's execution and delivery of this Agreement,
and (iii) 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 Municipality
is subj ect. To the extent that any ordinance, resolution, rule, order or provision of the
Municipality'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.
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[Signature page follows]
16
M
IN WITNESS WHEREOF, the Declarant has caused this instrument to be executed.
Dated: , 2020
MAPLE STREET LOFTS, LLC, an Illinois limited
liability company
By:
Name:
Title:
STATE OF ILLINOIS)
)SS.
COUNTY OF )
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do
hereby certify that , as the manager of MAPLE STREET LOFTS,
LLC, an Illinois limited liability company (the "Company"), 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 acknowledged that he signed and delivered said instrument as his free and
voluntary act, and as the free and voluntary act of the Company for the uses and purposes therein
set forth.
GIVEN under my hand and Notarial seal this day of
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17
Notary Public
, 2020.
35
JOINDER
The undersigned, Village of Mount Prospect, an Illinois municipal corporation, as the
legal title holder of the Parking Structure Parcel hereby joins in this Declaration and Grant of
Cross Easements and Cost Sharing Provisions Re: Maple Street Lofts, to which this Joinder is
attached, for the purpose of making the Parking Structure Parcel sub j ect to the Declaration as
part of the Premises, and joining in the declaration, grants, and conveyances set forth therein.
Dated: 12020
Village of Mount Prospect, an Illinois municipal
corporation
Arlene A. Juracek, its Mayor
A ttPct-
Name :
Village Clerk
STATE OF )
)SS
COUNTY OF )
a Notary Public in and for said County and State, do hereby
certify that , the Mayor of Village of Mount Prospect, an
Illinois municipal corporation (the "Corporation"), appeared before me this day in person and
acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act,
and as the free and voluntary act of the Corporation for the uses and purposes therein set forth.
GIVEN under my hand and Notarial Seal this day of 12020.
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I:
Notary Public
W
JOINDER
The undersigned, MSL Rowhomes, LLC, an Illinois limited liability company, as the
legal title holder of the Townhome Parcel (Non -Builder) hereby joins in the Declaration and
Grant of Cross Easements and Cost Sharing Provisions Re: Maple Street Lofts, to which this
Joinder is attached, for the purpose of making the Townhome Parcel (Non -Builder) subject to the
Declaration as part of the Premises, and joining in the declaration, grants, and conveyances set
forth therein.
Dated: 12020
MSL Rowhomes, LLC, an Illinois limited liability
company
By:
Name:
Its:
STATE OF )
)SS
COUNTY OF )
a Notary Public in and for said County and State, do hereby
certify that the Manager of MSL Rowhomes, LLC, an
Illinois limited liability company (the "Company"), appeared before me this day in person and
acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act,
and as the free and voluntary act of the Company for the uses and purposes therein set forth.
GIVEN under my hand and Notarial Seal this day of 12020.
Notary Public
135712: 003: 02794748.DOC :5 }
37
JOINDER
The undersigned, NVR, Inc., a Virginia corporation, as the legal title holder of the
Townhome Parcel (Builder) hereby joins in the Declaration and Grant of Cross Easements and
Cost Sharing Provisions Re: Maple Street Lofts, to which this Joinder is attached, for the purpose
of making the Townhome Parcel (Builder) subject to the Declaration as part of the Premises, and
joining in the declaration, grants, and conveyances set forth therein.
Dated: 120
NVR, Inc., a Virginia corporation
By:
Name:
Its:
STATE OF )
)SS
COUNTY OF )
I, , a Notary Public in and for said County and State, do hereby
certify that of NVR, Inc., a Virginia corporation (the
"Corporation"), appeared before me this day in person and acknowledged that he signed, sealed
and delivered said instrument as his free and voluntary act, and as the free and voluntary act of
the Corporation for the uses and purposes therein set forth.
GIVEN under my hand and Notarial Seal this day of , 20_.
Notary Public
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38
EXHIBIT A TO
DECLARATION AND GRANT OF CROSS EASEMENTS AND
COST SHARING PROVISIONS
RE: MAPLE STREET LOFTS
ThP PrPmicPc
I. THE PREMISES:
All of Lot 1, Lot 2, and Lot 3 in that certain Resubdivision of Lot "A" in Corporate
Subdivision No. 10 A, and Lots 101 11 (Including Units 1, 2 and 3 of the 23 0-240 E.
Lincoln Street Condominium), 16, and 17 in J.A. Weber's Addition to Mount Prospect,
all in the East 1/2 of the Northwest 1/4 of Section 12, Township 41 North, Range 11 East of
the Third Principal Meridian, in Cook County, Illinois, as set forth on that certain Final
Plat of Planned Unit Development Maple Street Lofts recorded October 11, 2019 with the
Cook County Recorder as Document No. 192841358, as supplemented by that certain
Certificate of Correction recorded January 17, 2020, as Document No. 2001749000, and
as may be amended from time to time ("Plat").
Underlying Tax Parcel Numbers:
08-12-122-038
08-12-122-039
08-12-122-040
II. THE PARCELS
A. Contributing Parcels
1. All of Lot 1 in the Maple Street Lofts Resubdivision, excluding the area
shown on the Plat located within the boundaries of Lot 1 labeled as Non
Common Area B ("Apartment -A Parcel").
2. The area shown on the Plat located within the boundaries of Lot 1 labeled
as Non Common Area B ("Apartment -B Parcel").
3. Lot 2 in the Maple Street Lofts Resubdivision ("Parking Structure Parcel")
4. That portion of Lot 3 in Maple Street Lofts Resubdivision, which from
time to time has been conveyed by ROWS to Builder, including sublots or
portions of sublots of Lot 3 conveyed by Builder to purchasers for value
("Townhome Parcel (Builder)").
5. That portion of Lot 3 in Maple Street Lofts Resubdivision, which from
time to time has not yet been conveyed by ROWS to Builder ("Townhome
Parcel (Non -Builder)").
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E
B. Non -Contributing Parcels
None
C. General Notes
The "Maple Street Lofts Resubdivision" is the Premises, and consists of all of Lot
1, Lot 2, and Lot 3 in the Resubdivision.
Lot 1 includes the areas shown on the Plat located within the boundaries of Lot 1
as follows: (i) Non Common Area — A, (ii) Non Common Area — B, and (iii) the
Common Area.
Lot 2 includes the areas shown on the Plat located within the boundaries of Lot 2.
Lot 3 includes the areas shown on the Plat located within the boundaries of Lot 3
as follows: (i) Non Common Area — A, (ii) Non Common Area — B, (iii) Non
Common Area — C, (iv) Non Common Area — D, (v) Non Common Area — E, (vi)
Non Common Area — F, (vii) Non Common Area — G, (viii) Non Common Area —
H, (ix) Non Common Area — I, and (x) the Common Area.
III. PROPERTY WIDE SHARED AREAS
A. All stormwater systems and components thereof, serving the Premises and located
on Lot 1 and Lot 3, including without limitation, all underground vaults, detention
areas, pipes, conduits, manholes, catch basins, restrictors, volume control
structures, and filters located on, under, and across Lot 1 or Lot 3 ("Stormwater
Facilities").
B. Those portions of Lot 1, Lot 2, and Lot 3, in the Maple Street Resubdivision,
which are improved with (i) the private roads (including without limitation all
structure, curbing, and pavement, street name signs, wayfinding signs, and traffic
control devices) of Elm Street and Dawson Drive as generally shown on the Site
Plan ("Private Roads"), and (ii) the pedestrian walkways (including concrete and
brick pavers) adjacent to the Private Roads as generally shown on the Site Plan
("Private Road Walkways").
C. All of the water main and components thereof, located on and exclusively
servicing the Premises from and including all B -box connections and valves
("Water Main Facilities").
D. All of the sanitary sewer mains and service lines and components thereof,
locaatedon and exclusively service the Premises from and including all pipes, manholes,
and connections to Village — owned mains.
{35712: 003: 02794748.DOC :5 1
3
W
LIMITED SHARED AREAS
A. Those portions of Apartment -A Parcel and Apartment -B Parcel other than the
Private Roads, Private Road Walkways, and Stormwater Facilities thereon,
located outside of the multifamily/commercial buildings constructed thereon
("Apartment Common Area").
B. Those portions of the Townhome Parcel (Builder), other than the Private Roads,
Private Road Walkways, and Stormwater Facilities thereon, located outside of the
multifamily buildings constructed thereon ("Townhome Common Area
(Buildeff").
C. The Townhome Parcel (Non -Builder), other than Private Roads, Private Road
Walkways, and Stormwater Facilities thereon ("Townhome Area (Non -Builder)").
D. Those portions of the Parking Structure Parcel, other than the Private Roads and
Private Road Walkways thereon, located outside of the parking garage structure
thereon ("Parking Structure External Area")
Note: The above -defined areas may include a part of the "Common Area" as designated on the
Plat, but shall not be limited to the "Common Area" as designated on the Plat.
135712: 003: 02794748.DOC :5 1
4
41
EXHIBIT B TO
DECLARATION AND GRANT OF CROSS EASEMENTS AND
COST SHARING PROVISIONS
RE: MAPLE STREET LOFTS
135712: 003: 02794748.DOC :5 1
Thp Cite Pian
01
42
EXHIBIT C TO
DECLARATION AND GRANT OF CROSS EASEMENTS AND
COST SHARING PROVISIONS
RE: MAPLE STREET LOFTS
Maintenance
Property Wide
Limited
Contributing
Cost Sharing%
Provider
Shared Area or
Shared Area or
Parcels
Service
Service
Municipality
Municipal
Snow/Ice Removal
Parking
100%
Service
Structure Parcel
(as defined in Note
2 below)
Municipality
Parking Structure
Parking
100%
External Area
Structure Parcel
Declarant
Apartment Common
Apartment -A
78%
Area (excluding
Parcel
Municipal Snow/Ice
Removal Service)
Apartment -B
Parcel
22%
Declarant
Landscaping of, snow
Townhome
100%
removal from, and
Parcel
maintenance of
(BUILDER)
Townhome Common
Area (BUILDER)
(excluding Municipal
Snow/Ice Removal
Services)
Declarant
Snow removal from, and
Townhome
100%
maintenance of
Parcel (Non-
Townhome Area (Non-
BUILDER)
BUILDER) (excluding
Municipal Snow/Ice
Removal Services)
Declarant
Private Roads and
Townhome
BUILDER %
Private Road
Parcel
Walkways
(BUILDER)
(excluding
Municipal
Townhome
NON-
Snow/Ice Removal
Parcel (Non-
BUILDER %
Service)
BUILDER)
Apartment -A
56%
Parcel
Apartment -B
16%
Parcel
Parking
o
0 �o
Structure Parcel
135712: 003: 02794748.DOC :5 }
43
Declarant
Stormwater
Townhome
BUILDER %
Facilities
Parcel
(BUILDER)
Townhome
NON -
Parcel (Non-
BUILDER %
BUILDER)
Apartment -A
56%
Parcel
Apartment -B
16%
Parcel
Parking
�%
Structure Parcel
Declarant
Landscaping of, snow
Townhome
100%
removal from, and
Parcel
maintenance of
(BUILDER)
Townhome Common
Area (BUILDER)
Declarant
Maintenance of
Townhome
100%
Townhome Area (Non-
Parcel (Non -
BUILDER)
BUILDER)
Declarant
Liability Insurance
Townhome
BUILDER %
Parcel
(BUILDER)
Townhome
NON -
Parcel (Non-
BUILDER %
BUILDER)
Apartment -A
56%
Parcel
Apartment -B
16%
Parcel
Parking
0%
Structure Parcel
Declarant
Management
Townhome
BUILDER %
Parcel
(BUILDER)
Townhome
NON -
Parcel (Non-
BUILDER %
BUILDER)
Apartment -A
56%
Parcel
Apartment -B
16%
Parcel
Parking
�%
Structure Parcel
135712: 003: 02794748.DOC :5 }
Municipality
Street Lamp
Responsibilities
Public)
Parking
Structure Parcel
100%
Declarant
Street Lamp
Townhome
BUILDER %
Responsibilities
Parcel
(Private)
(BUILDER)
Townhome
NON -
Parcel (Non-
BUILDER %
BUILDER)
Apartment -A
56%
Parcel
Apartment -B
16%
Parcel
Parking
�%
Structure Parcel
Declarant
Water Main
Townhome
BUILDER %
Facilities
Parcel
(BUILDER)
Townhome
NON -
Parcel (Non-
BUILDER %
BUILDER)
Apartment -A
56%
Parcel
Apartment -B
16%
Parcel
Parking
�%
Structure Parcel
Note 1: For Property Wide Shared Area or Services, the Cost Sharing Percentage of the
Townhome Parcel (BUILDER) plus the Townhome Parcel (NON -BUILDER), in the aggregate,
shall be 28% (the "Applicable Aggregate Townhome Percentage"). To calculate the allocation
between the Townhome Parcel (BUILDER) and Townhome Parcel (NON -BUILDER) for a given
category at a certain point in time, (a) the BUILDER %shall be equal to (i) the ratio of the
number of townhomes which have been constructed on the Townhome Parcel (BUILDER) and
which are subject to assessment under the Townhome Declaration to the total number of
townhomes which may be constructed on the Townhome Parcel (BUILDER) and the Townhome
Parcel (Non -BUILDER) (ii) multiplied by Applicable Aggregate Townhome Percentage; and (b)
the NON BUILDER %shall be equal to (i) 100%, (ii) minus the BUILDER %, (iii) minus the
calculation of 100% less the Applicable Aggregate Townhome Percentage.
For purposes of example and clarification, at the time of recording this Agreement, there are no
townhomes constructed on the Townhome Parcel (BUILDER), therefore the Cost Sharing
Percentage of the Townhome Parcel (BUILDER) is 0% as of the recording hereof, and the Cost
Sharing Percentage of the Townhome Parcel (NON -BUILDER) will be 100%. Eventually, by
135712: 003: 02794748.DOC :5 }
Fol
45
the time all townhome units have been constructed and are subject to assessment under the
Townhome Declaration, the Cost Sharing Percentage of the Townhome Parcel (BUILDER) will
be 100% and the Cost Sharing Percentage of the Townhome Parcel (NON -BUILDER) will be
0%.
Note 2: The "Municipal Snow/Ice Removal Service" describes the seasonal snow and ice
removal and maintenance of pedestrian walkways to be undertaken by the Municipality at limited
locations shown on Attachment 1 to this Exhibit C (the areas listed as Public Snow Removal),
notwithstanding that other parties may be the designated Maintenance Provider for other aspects
of the Property Wide Shared Area covered by the Municipal Snow/Ice Removal Service, and that
other parties may be the designated Maintenance Provider for snow and ice removal for other
parts of the Premises as shown on Attachment 1 to this Exhibit C (the areas listed as Private
Snow Removal).
Note 3: The power feed, ongoing maintenance, repair, operation, and replacement for street and
pedestrian light fixtures and cost thereof ("Street Lamp Responsibilities") are to be allocated
among the parties as set forth above in this Exhibit C. Illustration I and Illustration II of
Attachment 1 to this Exhibit C illustrate that (i) those Street Lamp Responsibilities for fixtures
that are identified with a circle are the responsibility of the Municipality ("Street Lamp
Responsibilities (Public)") as set forth above, and (ii) those Street Lamp Responsibilities for
fixtures that are identified with a triangle are the responsibility of the Declarant ("Street Lamp
Responsibilities (Private)") as set forth above.
135712: 003: 02794748.DOC :5 1
I
ie
ATTACHMENT 1 TO EXHIBIT C TO
DECLARATION AND GRANT OF CROSS EASEMENTS AND
COST SHARING PROVISIONS
RE: MAPLE STREET LOFTS
'Exill rem.,
135712: 003: 02794748.DOC:5 1 47
ATTACHMENT 2 TO EXHIBIT C TO
DECLARATION AND GRANT OF CROSS EASEMENTS AND
COST SHARING PROVISIONS
RE: MAPLE STREET LOFTS
Illustration I
Lighting Fixtures: Maintenance &Operation
NORTH
(exact locations subject to permit)
�F
Mww
N
r
Y
I Jai"
e
PRIVATE Q
i
135712: 003: 02794748.DOC :5 1
48
ATTACHMENT 2 TO EXHIBIT C TO
DECLARATION AND GRANT OF CROSS EASEMENTS AND
COST SHARING PROVISIONS
RE: MAPLE STREET LOFTS
Illustration II
Lighting Fixtures: Maintenance &Operation
PRIVATE
SOUTH Q
(exact locations subject to permit)
PUBLIC O
}35712: 003: 02794748.DOC :5 1
49
THIRD AMENDMENT TO REDEVELOMENT 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 Third Amendment dated this day of August, 2020, amends that certain
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 June
97 2019, 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).
WITNESSETH:
I. In consideration of the mutual covenants herein contained, and other good and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the Village and the Developer agree as follows:
1. The aforesaid Redevelopment Agreement, Section VI, Development of the
Property, Subsection A, Approvals, Permits, Construction, and Completion,
subpart 5 is hereby amended to read as follows:
"On or before May 31, 2023, obtain a Certificate of Project
Completion (as defined in Section XI. A below) for the Project,
including the Parking Garage, if applicable."
2. The aforesaid Redevelopment Agreement, Section VI, Development of the
Property, Subsection B, Village Buy Back, is hereby amended to add a new
subpart 4 to read as follows:
"Notwithstanding the above, upon issuance of a certificate of
occupancy or temporary certificate of occupancy for Building A,
Building A and the appurtenant former Village owned property shall
no longer be subject to the re -purchase rights hereunder.
3. The aforesaid Redevelopment Agreement, Section XIV, Insurance,
Subsection A, Insurance Coverages, subpart 1 is hereby amended
to read as follows:
"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. This Builder's Risk coverage obligation shall
1
50
cease upon Project completion and/or the issuance the appropriate
Certificates of Occupancy."
4. The aforesaid Redevelopment Agreement, Section XVIII,
Miscellaneous Provisions, Subsection L, Cooperation and
Assistance, is hereby amended to read as follows:
"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. In this regard, the
Village and the Developer acknowledge and assent that Lot 1 has
been transferred to Maple Street Lofts Property Owner, LLC for
purposes of financing and Lot 3 has been transferred to MSL
Rowhouses, LLC. Further, the Village and the Developer
acknowledge and assent that the Village will have no objection to a
future conveyance of the commercial spaces in Building A or Building
D into a commercial condominium.
5. The aforesaid Redevelopment Agreement, Exhibit M, Construction
Commencement and Completion Deadlines, is amended to indicate
new construction commencement and completion deadlines.
II. In consideration of the mutual covenants herein contained, and other good and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the Village and the Developer, and Tenant Angelo Caputo 's Fresh
Markets, agree as follows:
1. The aforesaid Redevelopment Agreement, Section VI., Development of the
Property, is hereby amended to add the new Subsection E., Grocery Store
Tenant as follows:
E. Grocery Store Tenant. The Village agrees that securing a grocer tenant
("Grocer") helps achieve key goals of the TIF Plan and Angelo Caputo's
Fresh Markets Store ("Caputo's") shall become the tenant for approximately
15,000 square feet of ground floor retail space in the Maple Street Lofts
Development.
2
51
1. The Village shall provide financial assistance to Developer in order
to assist with the buildout of the space (Capital Cost Assistance) and
rent and operational costs (Operating Cost Assistance) in order to
establish Caputo 's as a grocery store tenant in the Maple Street Lofts
Development.
2. The Village determines that total Capital Cost Assistance provided
by the Village shall amount to a maximum of $629,708.00. The
Village shall provide $300,000 from anticipated land sale proceeds
from a different project at temporary certificate of occupancy of
Grocer. The Village will further provide TIF assistance on a pay-as-
you-go basis from in -PIN increment generated from the Greater
Redevelopment for the remaining $329,708.00.
3. The Village determines that total Operating Cost Assistance
provided by the Village shall amount to a maximum of $883,188.79.
The Village will provide up to $883,188.79 through a 100% sales tax
rebate on the Village's share of sales tax proceeds from Grocer as
revenue is available.
4. The Village's obligations to provide Grocer with financial assistance
shall be conditioned on Grocer's compliance with all covenants and
obligations of any Agreements with the Village or with Developer;
submission to the Village of a written sworn disbursement request
and lien waivers, along with appropriate supporting documentation
in relation thereto, with respect to the TIF -eligible reimbursement of
Capital Costs for which Developer seeks reimbursement; provision
to the Village, upon request of all reasonable and customary
documentation required by the Village to evidence the TIF -eligible
reimbursement improvements for the 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 affidavits, lien wavers with
invoices, copies of checks and any other documentation reasonably
requested by the Village and/or in the possession of Grocer;
validation of the costs associated with the disbursement request and
verification that said costs have been incurred and paid by Developer
and/or Grocer, and compliance by Grocer with all of the terms of this
Agreement and with the laws and regulations of the Village, the State
of Illinois, and the United States of America.
3
52
5. The financial assistance provided by the Village in this Subsection E
shall cease upon Developer's receipt of the maximum amount of
funds as set forth in Paragraphs 2 and 3 herein, or the expiration of
ten years after the issuance of a certificate of occupancy for Grocer,
whichever occurs first.
6. Subject to uncontrollable circumstances, if at any time Grocer ceases
to operate during the term of this Agreement, or abandons the
Project, the payment of financial assistance shall cease, and shall
not be reinstated thereafter.
7. In the event Caputo's ceases tenancy as Grocer prior to the
satisfaction of the financial assistance provided by the Village in this
Subsection E, any then remaining financial assistance will be subject
to Village Manager's approval of the replacement grocer.
8. The financial assistance set forth herein is not a general obligation
of the Village, and the Village's full faith and credit are not pledged
or encumbered to provide Grocer and/or Developer with either
Capital Cost Assistance or Operating Cost Assistance.
Those provisions of the Redevelopment Agreement not modified by this
Amendment shall remain in full force and effect.
VILLAGE OF MOUNT PROSPECT
Name:
Village Manager
Date:
DEVELOPER
By:
Name:
2020 Date:
ANGELO CAPUTO'S FRESH MARKETS
Name:
Authorized Officer
Date:
.2020
4
Authorized Officer
. 2020
53
ORDINANCE NO.
AN ORDINANCE AUTHORIZING A THIRD AMENDMENT TO THE
REDEVELOPMENT AGREEMENT FOR THE MAPLE STREET LOFTS
DEVELOPMENT AND APPROVING THE DECLARATION AND GRANT OF CROSS
EASEMENTS AND COST SHARING PROVISIONS RE: MAPLE STREET LOFTS
NOW, THEREFORE, BE IT ORDAINED, by the Mayor and Board of Trustees of
the Village of Mount Prospect, Cook County, Illinois, as follows:
SECTION 1: The Mayor and Board of Trustees of the Village find as follows:
A. The Village of Mount Prospect ("Village") is a home rule municipality
pursuant to Section 7 of Article VII of the Constitution of the State of
Illinois.
B. The State of Illinois has adopted tax increment financing pursuant to the
Tax Increment Allocation Redevelopment Act, 65 I LCS 5/11-74.4-1, et
seq., as amended from time to time ("TIF Act").
C. Pursuant to its powers and in accordance with the TIF Act, and pursuant
to Ordinance Nos. 6293, 6294 and 6295, adopted January 17, 2017, the
Prospect and Main Tax Increment Financing District ("TIF District") was
formed as a TIF district, for a twenty-three (23) year period.
D. The Village authorized by Ordinance No. 6447 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" on April 9, 2019.
E. In furtherance of the objectives of the abovementioned Ordinances, the
Village entered into 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 (the "Parties"), dated June 24,. 2019, 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").
F. The Village authorized by Ordinance No. 6484 adopted on November 5,
2019, a first amendment to 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."
G. The Village authorized by Ordinance No. 6517 adopted May 5, 2020, a
second amendment to the "Redevelopment Agreement for the Maple
449893_1
54
Street Lofts Development Comprising a Part of the Prospect and Main TIF
District of the Village of Mount Prospect, Illinois."
H. The Parties desire to authorize a third amendment to 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" as it pertains several revisions, including, but not limited to, A
Grocery Store Tenant in the Maple Street Lofts Development, attached as
Exhibit A.
I. The Village further desires to approve the Declaration and Grant of Cross
Easements and Cost Sharing Provisions Re: Maple Street Lofts attached
as Exhibit B.
SECTION 2: Based upon the foregoing, the Village Mayor, Village Clerk and
Village Manager, or their designees, be and are hereby authorized and directed to
execute the attached Third Amendment to 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" and perform the Village's obligations thereunder.
SECTION 3: Based upon the foregoing, the Village Mayor, Village Clerk and
Village Manager, or their designees, be and are hereby authorized and directed to
execute the attached Declaration and Grant of Cross Easements and Cost Sharing
Provisions Re: Maple Street Lofts and perform the Village's obligations thereunder.
SECTION 4: This Ordinance shall be in full force and effect from and after its
passage, approval and publication in pamphlet form as provided by law.
ADOPTED this day of August, 2020, pursuant to a roll call vote as follows:
AYES:
NAYS:
ABSENT:
APPROVED this day of August, 2020, by the Village Mayor of the Village of
Mount Prospect, and attested by the Village Clerk, on the same day.
Village Mayor
449893_1
55
APPROVED and FILED in my office this day of August, 2020 and
published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois.
ATTEST:
Village Clerk
449893_1
56
CONSTRUCTION COMMENCEMENT AND COMPLETION DEADLINES
Capitalized 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, on or before 5/20/2019
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 6/30/2021
5. Building "D" vertical construction commencement, on or before 6/30/2021
6. Parking Garage completion, on or before 9/15/2020
7. Building "A" temporary certificate of occupancy ("TCO") completion, on or
before 5/7/2021
8. Building "A" final certificate of occupancy ("CO") completion, on or before
7/9/2021
9. Building "D" TCO completion, on or before 3/31/2023
10. Building "D" final CO completion, on or before 5/31/2023
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 8/10/2020
2. First set of turnover by Developer of completed rowhomes construction
pads to the rowhomes developer ("takedowns"), on or before 12/18/2020
3. 2nd set of takedowns, on or before 4/9/2021
4. 3rd set of takedowns, on or before 7/9/2021
5. 4t" set of takedowns, on or before 10/11/2021
449896_1
58
6. 5t" set of takedowns, on or before 3/11/2022
7. 6t" set of takedowns, on or before 5/13/2022
8. 7t" set of takedowns, on or before 7/15/2022
9. Final set of takedowns, on or before 9/16/2022
10. Final CO for all rowhomes, on or before 12/31/2022
449896_1
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