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Home My WebLink AboutOrd 6526 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 provisionsKlein Thorpe andJenkins, L , Ux 20 NoNh Wacker Drive Suite 1660 Chicago, IL 6060 903 (92881,062) Prepared on behalf of the Village of Mount Prospecl Record against: PINs-4 08-12-122-038-0000 08-12-122-039-0000 08-12-122-040-0000 Dock 203,1219025 Fee: $98.00 FfiNu.qrr1 RA Khrinciv RIECORDING COVER SHEET FOR ORDINANCE NO, 6526 — AN ORDINANCE AUTHORIZING A THIRD AMENDMENT TO THE REDEVELOPMENT AGREEMENT FOR THE MAPLE 3TREET LOFTS DEVELOPMENT AND APPROVING THE DECLARATION AND GRANT OF CROSS EASEMENTS AND COSTS SHARING ?ROVISIONS RE: MAPLE STREET LOFTS"' (with atta,chments) passod attd approved at the Auqus�i 18, 2020 meeting of the Mount Prtispect Village Board DATED AS OF AUGUST 18 TR 202* After recardbiq ratum tot RECORIDEM BOX 324 MEE= 10 'i. '1 0 Klein Thorpe and Jenkins, Ltd, 20 North Wacker Drive Suite 1660 Chicago, IL 60606 -2903 (#2881,062) Prepared on behalf of the Village of Mount Prospect Record against: PI Ns. 08-12-122-038-0000 08-12-122-039-0000 0812-122-040-0000 RECORDING COVER SHEET FOR ORDINANCE NO. 6526 — 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 COSTS SHARING PROVISIONS RE: MAPLE STREET LOFTS" (with attachments) passed and approved at the August 18, 2020 meeting of the Mount Prospect Village Board DATED AS OF AUGUST 18TH, 2020 After recording return to: RECORDER'S BOX 324 ............... WE=1 MAYOR Arlene A, juracek TRUSTEES Wi1ham .A. Groi. Eleni Hatzis Paul Wrn, I loefert Richard F. Rogers Colleen E. Saccotelli Michael A. Zadel VILLAGE MANAGER Mount 111ro.spect Michael J, Cassady VILLAGE CLERK Karen M. Agoranos Phone: 847/392-6000 Fax: 847/392-6022 Village of Mount Prospect 50 South Emerson Street, Mount Prospect, Illinois 60056 Ms. Carol Pinkston Klein, Thorpe & Jenkins 20 North Wacker Drive, Suite 166;j1, Chicago, Illinois 60606-2903 '1 � ITT M. AA = Enclosed please find the following original documents to be recorded with the Cook County Recorder: Ordinance No. 6526, 'AN ORDINANCE AUTHORIZING A THIRD AMENDMENT TO THE REDEVELOPMENT AGREEMENT F OR THE MAPLE STREET LOFTS DEVELOPMENT AND APPROVING THE DECLARATION AND GRANT OF CROSS EASEMENTS AND COST SHARING PROVISIONS RE: MAPLE STREET LOFTSj7 (with attachments) passed and approved at the August 18, 2020 meeting of the Mount Prospect Village Board. mkk Karen M. Agoranos, Village Clerk Village of Mount Prospect 847.818.5333 kagoranos@mountprospect.org NOW, THEREFORE, BE IT ORDAINED, by the Mayor and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: SECTION I The Mayor and Board of Trustees of the Village find as follows: k, 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 ICS 5/11-74.4-1, et seq., as amended from time to time ("TIF Act"). 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. EIn 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"). 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. 1P G. The Village authorized by Ordinance No. 6517 adopted May 5, 2020, a second amendment to the "Redevelopment Agreement for the Maple 4498931 Street Lofts Development Comprising a Part of the Prospect and Main TI District of the Village of Mount Prospect, Illinois.p) I 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 .......... pment, at a as Grocery Store Tenant in the, M�aple Street 1-6fts'Deve�t' ched Exhibit A. 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 an Village Manager, or their designees, be and are hereby authorized and directed t execute the attached Declaration and Grant of Cross Easements and Cost Sharin Provisions Re: Maple Street Lofts and perform the Village's obligations thereunder. I 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. 1111111q� I�1111111q 11,111 0 NAYS: Grosse ABSENT: None APPROVED this day of August, 2020, by the Village Mayor of the Village o Mount Prospect, and attested by the Village Clerk, on the same day. I Villagelp,,,ayor 449893,1 APPROVED and FILED in my • this day of August, 2020 and *ublished in pamphlet form in the • • • Prospect, Cook • Illinois. 0 F'i% 0 9 eA, Village berk 449893-1 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 18th 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 9, 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). LIA h - In consideration of the mutual covenants herein contained, and other good an valuable consideration, the sufficiency and receipt of which is hereb acknowledged, the Village and the Developer agree as follows: I The aforesaid Redevelopment Agreement, Section VI, Development of th 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 X1. 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, 7-nd with coverage available in non -reporting form on the so-called "all risk" form of policy. This Builder's Risk coverage obligation shall 1 ,cease upon Project completion and/or the issuance the appropriate %,.,ertificates of #. 11 The aforesaid Redevelopment Agreement, Section XVIII, Miscellaneous Provisions, ! • Cooperation • Assistance, r hereby r# r `` #•# as follows: "The Village and the Developer each covenant and agree that each will do, execute, acknowledge and deliver or r ` to be done, executed, ri! r d delivered, agreements, instruments and documents p#i iw hereto i. w d such further acts, instruments, clarifying,pledges and transfers as may be reasonably required for the better assuring, mortgaging,conveying,transferring, pledging, assigning and i i •# iDeveloper,i other appropriate Persons, w and singular ` property and revenues covenanted, agreed, conveyed, assigned, transferred and pledged dr or in respect #r o Agreement. r g r ! i Village and the Developer acknowledge and assent that Lot 1 has been ri •rid to Maple Street r Lofts Property Owner, purposes offinancingand Lot has been transferred to MSL Rowhouses, Further, r Village ` w # e Developer r ii#r acknowledge and assent that the Village will have no objection to a future conveyance ` commercial #r ` Building or • • commercial condominium. 5. ` aforesaid `#` i# Agreement, Exhibit♦ i Commencement and Completion Deadlines, is amended to indicat= ` construction *ir • and completiondeadlines. In consideration of the mutual covenants herein contained, and other good an valuable i`I ` sufficiency and receipt ` ` acknowledged, ` Village s ` Developer, : #Tenant Angelo w # ` Markets, r!r as follows: The aforesaid Redevelopment Agreement, Section VI., Development of the Property, is hereby amended to add the new Subsection E., Grocery Store Tenant w w E. Grote tore 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 N 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. 1 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. 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 • 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 • 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. 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. I I I- Those provisions of the Redevelopment Agreement not modified by this Amendment shall remain in full force a,, -td VILLAGE OF MOUNT PROSPECT By: Name L AI YOU'S FRESH MARKETS NGEL,,,', AP ' By: "It ............ . i Name. Authorized Officer Date: 2020 4 EXHIBIT CONSTRUCTION COMMENCEMENT AND COMPLETION DEADLINES Capitalized terms in this Exhibit are those defined in the Agreement and its Exhibits, !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. Perking Garage vertical construction commencement, on or before 9/9/2019 3. Building "A" vertical construction commencement,on or before • i 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. 4th set of takedowns, on or before 10/11/2021 '11. 5thset of takedowns, on or before 3/11/2022 7. 6 th set of takedowns, on or before 5/13/2022 8. 7thset 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 12/31/202,1 MIMI Jay Che'win MEL TZER'P0R TILL& S7ELLE LL C /5/5East Woodfield Road, Suite 250 Schaumburg, Illinois 60173-5431 DECLARATION AND GRANT OF CROSS EASEMENTS AND COST SHARING PROVISIONS RE: MAPLE STREET LOFTS ARTICLE ONE ��mr�OoNS � 1.02��z��________________.____.______~_______~_~.~_~_~~~,~_~.2 1.02 CONTRIBUTING PARCEL ............ _~~____..... _.......... ......... _.._____.......................... ~__.____.� 1.02 CONTRIBUTING PARCEL RESPONSIBLE ENTlTY..._... ~_~_....... ____—__-_---_-__--_� 1.03 COST SHARING PERCENTAGE....... ].04 COUNTY ....... _~~_~._~._..~~-__._---- ^~~~~-`~T 4,---------'2 1.05 1.06 DECLARANT RIGI-ITS ...... 1.07 DECLARATION..,.....,,.,,,.,.,,,,... ....................... 1.08 EMERGENCY SITUATION ..................................... ._________........... ___............ ___—___~� 1.09 FIRST MORTGAGE ....................................... ____� 1. 10 LIMITED SHARED AREA .......... --____.......... __—___.—_.______________--_--------� 1. 11 LIMITED SHARED AREA COST,_.~.___—_-_--_-__._._______________-� 1. 12 LIMITED SHARED AREA COST SHARING .............................--'---3 L 1 LIMITED SHARED AREA MAINTENANCE AND SERVICES- _ 3 1. 14 MAINTENANCE PROVIDER ................ .. I'm ___—_______-------.................... ~_~_----� 1. 15 MAINTENANCE PROVIDER RIGHTS ................. ....... ,_~~__........................... ______—_____'� z.|6 MUNICIPALITY ..................................~___~_~___________________~~__~~.._~~__~4 L17 PARCEL ...... __~~~,,~~~~~~~,~,,,~_,'............... ___________________� 1]8 OWNER ................................... ..... ......... ---~-------------~-~--~----~--�-------^'� l.l9PARCEL...................................... _~______..____~_.__.__________—__—__.______-4 1.20 PARKING STRUCTURE ............ ......... ___~____~__.___.~-._~_-,.4 1.20 PERSON ..~-.~^~-~�~—~---------'----~---~~�^~~~~~~—~ --~---~--~—~----^--'----� 1.21 ��B�I��------________.~—_....--__--____-......... ......... --------~-^-~^~-~--~--'� 1.22 PROPERTY WIDE COSTS .......... __--___--.._-.~~-^..-~~,�.~~~_~________________4 /.23 PROPERTY WIDE COST SHARING PERCENTAGE ..... ___—____—______~ 1.24 PROPERTY WIDE SHARED ......... 1.25 PROPERTY WIDE MAINTENANCE AND SERVICES ...... ....... 1.26 RECORD ..................... ... ____________.-_______________--__~~.~~~~~~.~._�~._.4 1.28 TOWNHOME ASSOCIATION ......................... 1.29 TOWNHOME DECLARATION .................. ........... 1.30 TOWNHOME PARCEL (13,U'I'1..Dj�,`R) ................MMM ............ ...... -.-- 5 1.31 TOWNHOME PARCEL (NON- BUILDER).A d .. i Ar ti h 1 ISA 1 . 4 * 0' m 1, k k W JM k A, 4, 1 1 1 A, w * 4 a * 4 N 6, 0 4 4, f 0 A 0, 4) 0 4 + * 41 W IMS 4 4, IM 4 m 4, N I iW w 9 f 1M ^N 1* rN f 1 9 1 F " 11 rW 9 W, 0 w F # W, M, 5 ARTICLE TWO SCOPE OF DECLARATION .................................................................................................... 5 2.01 REAL ESTATE SUBJECT TO 2.02 CONVEYANCES SUBJECT TO DECI...,ARATTON ............. ........ . .... . . -- .. . . .... .... ... . 5 2.03 PARCEL DECLARATIONS--. . ... .... .... ................................. ... �. ".' " _'_.N , ".. 5 ARTICLE THREE EASEMENTS .............. ofossam*6660 & *saga *80*2*80 00*0641#0 0 0 0, IN 10, a a a a 0 a*wm1**'&ffww*5 I 3.01 IN GENERAL ....................... ......XX 6 3.02 SHARED AREAS ............. MYk 3.03 PARCEL EASEMENTSW ...... .......... ,M ... rM ...... ... M Mu p ...... 6 3.04 DECLARANT AND MAINTENANCE PROVIDERS EASEMENTS ......... N. -o ON, 0 *'m N N #4 ON* W. 6 3.05 PUBLIC AND UTILITY EASEMENTS., ...... ARTICLE FOUR MAINTENANCE/SERVICES/COST SHARING .................................................................. 7 4.01 PROPERTY WIDE MAINTENANCE AND SERVICES AND COSTS ........................................... 07 4.02 LIMITED SHARED AREAS MAINTENANCE AND SERVICES AND COSTS........,.i*A,** M i i , .. MWMMMN So 7 4.03 CAPITAL RESERVE ......................................... ........ rMNMrNN N.WNWMMrW M.XM............ ....... 8 4.04 MAINTENANCE BY CONTRIBUTING PARCEL RESPONSIBLE ENTITIES 4.05 DAMAGE BY OWNER OR RESIDENT .............. ................. ........... ........ .......... ...... 9 4.06 CERTAIN UTILITY COSTS......., ...... ......... ...... 9 4.0 7 PAYMENT OF 4.08 FINANCIAL STATEMENTS ........................... ............ ..... 100 ARTICLEFIVE INSURANCE ........................................................................................................................... Ill 5.01 LIABILITY INSURANCE .......... M.. I I ARTICLE SIX DECLARANT RIGHTS AND MAINTENANCE PROVIDER RIGHTS .......... 8609446*696694fill 6.01 IN 6.02POMOTION OF PREMISES............................................................... 6.03 CONSTRUCTION ON PREMISES--- ........ ..... ....... 11 6.04 GRANT OF EASEMENTS .............................................. 122 6.05 OTHER RIGHTS,,.,,.......,..., 4, "... ".. 0, q, ' 0 4, o' A, M'J' N** v 0 * 4 0 0 10 0 . W It# rot** 12 6.06 APPROVAL OF REGULATED WORK.... .............. •............. 12 6.07 MAINTENANCE STANDARDS ............................................ WN .... ... 4-44.4m* k* i'ffo A, *+*# 1 12 6.08 BUDGETS, ASSESSMENTS AND OTHER FINANCIAL POWERS .................. 13 6.09 SPECIAL AMENDMENT ................... ................... 6.10 ASSIGNMENT BY THE DECLARANT OR. A MAINTENANCE PROVIDER ...........................................13 ARTICLE EIGHT MISCELLANEOUS ................................................................... see M #40*** 1 14 7.01 SEVERABILITY ............................................ ...................... ... 14 7.02 NOTICES .............................................................. ........... 14 7.03 CAPTIONS/CONFLICTS.......................... ....... 15 7.04 PERPETUITIES AND OTHER INVALIDITY .............................................................................................. 15 7.05 TITLE HOLDING LAND TRUST............................. � ...... ....... 15 7.06 AMENDMENT BY RNNT " ".. �'.. . 4 .' � . ". t ............ ESPOSIBLE E 15 .0 NT ........................................ 1- 1--- f . ... . . Al.. .. . 77 SPECIAL AMENDME 1 6 {35712: 003: 02794748.DOC:: 5 1 DECLARATION AND GRANT OF CROSS EASEMENTS AN COST SHARING PROVISIONS RE: MAPLE STREET LOFTS I This Declaration and Grant of Cross Easements and Cost Sharing Provisions is made by Maple Street Lofts, LLC, an Illinois limited liability company ("clarat,"). Capitalized terms used herein are defined in Article One. X35712: 003: 02794748.DOC :5 1 I h Contributing Parcels, as well as services which benefit less, t an al'! 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 subiect to a non -condominium declarationl 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. NOW1 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 liefl-flitilarto, - 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 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 IIA 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 tiwwe. 1.03 CONTRIBUTING PARCEL RESPONSIBLE ENT ' 11 ' "Y" 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. E- The Property Wide Cost 1.04 COST SHARING,P` Sharin Percentage 9 or the Limited Shared Area Cost ShaPercentage, as applicable, assigned ring from time to time to each Contributing Parcel on. Exhibit C, as Exhibit C may be amended from time to time. 1.06 DECLARANT.- Maple Street Lofts, LLC, an Illinois limited liability company, its successors and assigns. {35712: 003: X12794748.. C" :5 1 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 o supplemented from time to time. 1.09 EMERGENCY SITUATION: A situation. impairing or imminently likely ti impair structural support of a building located on the Premises or causing or imminently likely ti 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 bi 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 equivalen *ty interest covering the ownership of a portion of the Premises. secun 1. 11 LIMITED SHARED AREA: An area and/or facility, if any, on the Premise whic.1 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. 1.13 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. LIMITED SHARED AREA M1NCEAND SERVICES: The followinA I work, which will be furnished by the Maintenance Providers and the cost of which will be share(I 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. f35712: 003: 02794748.DOC:5 I 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 1. 18 NON-CONTRIBUTING PARCEL: A Parcel which is designated, from time to time, in Section 11. 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, 2 Contributing Parcel Responsible Entity, or another entity approved by the Declarant (.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 11 of Exhibit A hereto as a "Parcel", as Exhibit A may be amended from time to time. 1.21 PARKING STRUCTURE-, PARCEL As legally described and defined in Exhibit A 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. 1.25 PROPERTY WIDE COST SHARING PERCENTAGE: r/ 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. {35712: 003: 02794748.DOC :5 1 1.29 SITE PLAN: The site plan attached hereto as Exhibit B, as Exhliblit B may be amended or supplemented fr m time to time, which identifies and delineates those portions of the Premises which are Parcels and other areas referred to in this Declaration. HIM 1.32 TOWNHOME PARCEL JBUILDER): As legally described and defined in EYY1* Vt JL6. 1.33 TOWNHOME PARCEL L.NQN- RUIL 13R): As legally described and defined in Exhibit A. ARTICLE TWO Scgpg,-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 I 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 improvr � with townhomes has been made subject to that certain Declaration of Maple Street Lofts Townhomes recorded — - -a$ 2020, with the Office of the Recorder of Cook County, Illinois, as Document No. ........... (Townhome Dee] aration.") which will provide for an association to administer the townhomes which are subject to the Declaration (the "Town'hame 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 Declamimft. ARTICLE THREE Easements 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, f35712: 003: 02794748.DOC:5 I tenants, employees, guests M 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 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) A non-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. 1% 1 T PROVI'DERS 'E,ASt,:t',MENTS-- The 3.04 DECLARAW AND MAI,N,TENAikNI( 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 Arek, 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 Sharet 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. f35712: 003: 02794748.DOC :5 (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 Main, tL%/n,ailciL*/'Ser'v'ices/Co,s,t, Sharing, f 'I V JFAIJ Ik milkQr ad 4b 0 ift 2 TA 4.02 LIMITED SHARED AREA MAINTENANCE AND SERVICES AND COSTS: Except as otherwise specifically provided for herein, the Declarant, or the applicable (35712: 003: 02794748.DOC :5 1 w dF 10 0 9 IFIR 19 LWTVA MwIt qqmg a applicable Maintenance Provider shall be liable to the Contributing Parcel Responsible Entities F 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 CONTR, UTING, PARCEL RESPONS,IBLI".ENTIT.111 S. 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 rig► ht 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 hA ve the right and power to either (i) correct the situation or (ii) seek in unctive 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 associatedwith 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 Contributinia 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, z 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 (35712: 003: 02794748.DOC :5 Entity, an amount equal to the portion of the costs which in the reasonable determination of the Declarant, or the applicable Maintenance Provider, is property 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. 4.08 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. {35712: 003: 02794748.DOC:5 } 10 ARTICLE FIVE Insurance 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 providin the "Municipal Snow/Ice Removal Service" as set forth in Exhibit C and shall be solel, 1 responsible for any damage, injury or loss arising from the provision of such services and shal include commercially reasonable liability insurance to coverage its provision such services i forin and substance, including additional insureds, as set forth in Section 5.01. ARTICLE SIX Declarant Righ s and Maintenance Provider Rieb"t's 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 FROMOTION 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 theright 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, (ii) 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 {35712: 003: 02794748.DOC :5 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 intemet 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 r which, in the Declarant's reasonable opinion, are necessary or desirable in connection with the rights of the Declarant under this Declaration. Cali W, AL I a 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 {35712: 003: 02794748.DOC :5 12 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 paarages in downtown Mount Prospe rking gct. 6.08 BUDGETS.. ASSESSM.ENTS 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 2-nd the Maintenance Providers as set forth in Article Four hereof. 6.09 SPECIAL AMENDMENT: The Declarant reserves the right and power to Recoro an amendment ("Special Amendment") to this Declaration at any time and from time to ai 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, ambigues, omissions or inconsistencies in this Declaratio or any Exhibit hereto or any supplement or amendment hereto; or I (c) Provide for M of a not for profit corporation as provided in Section 6. 1 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. . .................. ............ (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 f35712: 003: 02794748.DOC :5 13 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 limng 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 liabty 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 unde Article Four hereof are assigned (other than an assignment for collateral purposes), all funds an accounts being held by the Assignor pursuant to Article Four relating to such rights shall b transferred to the assinee together ♦with any records relating thereto in the posse gssion or contr of the assignor. I 7.01 SEVERABILITY: Invalidation of all or any portion of any of the casements, 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 Maintenanc Provider, or a Contributing Parcel Responsible Entity under the provisions of this Declaratio shall be deemed to have been properly given (i) when it is received by the recipient after it i mailed, postage prepaid to the last known mailing address, (ii) when it is received by th recipient after it is sent through overnight delivery, or (iii) when transmitted by facsimile or mail to its last known facsimile number or e-mail address and mailed on the same day, postagi. prepaid to the last known address. {3571 : 003: 02794748. DOC :5 14 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. I A 7.04 PERPETU''I'T"I"ES ND OTHER liN'VALIDITY/',DU"'RATION,-, 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 I 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 5 1 % of the Property Wide Cost Sharing Percentages and the Declarant; pr .1 , 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 pLoyided f 1i rt, , 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 f3571,2: 003: 02794748.DOC :5 15 "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 L. consent. No amendment shall become effective until Recorded. 7.07 SPECIAL AMENDMENT.- Declarant reserves the right and power to Record special amendment to this Declaration at any time and from time to timl which amends this Declaration to correct omissions, errors, ambiguities or inconsistencies in thl Declaration. In furtherance of the foregoing, a power coupled with an interest is hereby reserve( and granted to the Declarant to make or consent to a Special Amendment on behalf of eacl Owner. Each deed, mortgage, trust deed, other evidence of obligation, or other instrumen affecting a Parcel and the acceptance thereof shall be deemed to be a grant and acknowledgmen of, and a consent to the reservation of, the power to the Declarant to make, execute and Recon Special Amendments. The right and power of the Declarant to record a Special Amendmen hereunder shall terminate at such time as Declarant no longer holds or controls title to a portiol of the Premises. 7.08 ESTOPPEL CERTIFICATE.- Each of the Contributing Parcel Responsibli Entities hereto agrees to provide the other, upon not less than twenty (20) days prior request, 41 certificate ("Estoppel Certcate") certifying that this Agreement is in full force and effec (unless such is not the case, in which case such party shall. specify the basis for such claim), tha the requesting party is not in default of any term, provision or condition of this Agreemen beyond any applicable notice and cure provisions (or specifying each such claimed default) an( certifying such other matters reasonably requested by the requesting party. If any party heret( Contributing Parcel Responsible Entity fails to comply with this provision within the time limi, specified, and after an additional seven (7) days' notice there still is no compliance, then sai( non -complying party shall be deemed to have appointed the requesting Contributing Parc Responsible Entity as its attorney-in-fact for execution of the Estoppel Certificate on its behalf a, 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 it 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 subject. 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. [Signature page follows {35712: 003: 02794748 DOC" :5 16 IN WITNESS WHEREOF, the Declarant has caused this instrument to be executed. , r-.4. M Date: jO d 2020 ti MAPLE STREET LOFTS, LLC an it 171 STATE OF ILLINOIS) COUNTY OF 1, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that I >1 as the manager of MAPLE STREET LOFTS, LLC, an Illinois limited liatili'ty company (the "Companypersonally 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 t,'inder my, hand and Notarl"'al seal thi's A dayof __S_q4 1 2020. -.AA&- AOL, AN& AAL"OIL -ANILAwL CAROLYN D STRAHAMMER Official Seal Notary Public - State of Illinois My Commission Expires Sep 21, 2022 1 (35712: 003: 02794748.DOC :5 1 11M Notary Pubti.,c 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 StrucLure Parcel subjed Lo Lhe Declaration as part of the Premises, and joining in the declaration, grants, and conveyances set forth therein. Dated: 2024 Village of Mount Prospect, an Illinois municipal cote oroti on, 1 By : r�q� 4 Pi( Y FlP �1 r I � �'�".. I 1. - IP �o Arlene A. Juracek, its "ayor Attest: . . .......................... . . . . . . . . . . . . . . . . . . . . . .. . .. . ... .................... Name- 4ven W., Village Clerk STATE OF 17L L ) COUNTY OF6!Vk_1) Ss 1, a Notary Public in and for said County.. and, Statedo herebye certifv that the Mayor of Village of Mount Prospect, an - W Illinois municipal corporation (the "Corporationappeared bef6re me this'day'm person and, acknowledged that he signed, scaled and delivered said instrument as I his free and voluntary act and as the free and voluntary act of the Corporation for the uses and Purposes therein set -forth-.' 2020. GIVEN under my hand and Notarial Seal this day of tlo� . . ......... . ..... . ........ 40 ..... ..... {35712: 003: 02794748.DOC :5 } 18 Notary Public 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 Townhorne Parcel (Non -Builder) subject to the Declaration as part of the Premises, and joininin the declaration, grants, and conveyances se g t forth therein. Dr ' ! m2020 S STATE OF ) � :01 � COUNTY OF )SS Notary Public in and for said County and State, do hereby the Manager of MSL Rowhomes, LLC, an Illinois limited liability !cornpanyh (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,_I& day of 2020. o CAROLYN D STKAHAMMER official Seal Notary Public Notary Public - State of Illinois My commission Expires Sep 21, 2022 {35712: 003: 02794748.DOC:5 } 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 Townhorne 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 Vir Me By: Name: Its: STATE OF . .......... . ....... ) )SS COUNTY OF ) 19 —, a Notary Public in and for said County and State, do hereby certify that . . ..... . . ..... . ... .......... ofInc., 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 Seat this day Notary Public 1"UMT11now usbuas� JOINDER The undersigned, NVR, Inc., a Virginia corporation, as the legal title holder of the undersigned, Tow-nhome 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 j dining in the declaration, grants, and conveyances set forth therein. Dated.- 20 STATE OF i L_) COUNTY OF )jSS a Notary Public in and for said County and State, do hereby certify that 4" -00 of NV& 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 A U1.1 EOFA (tIAL, SEAL j KMEN DOMBRAUSKAS NOTARY PUSUC. ,STATE OF rILL�JN]DJS '0 M My 02 Y COMMISSION ."RRES SEP, i 8, 2023, {35712: 003: 02794748.DOC:5 } -Ilk kM i Al 'D EXHIBIT A TO DECLARATION AND GRANT OF CROSS EASEMENTS AN COST SHARING PROVISIONS RE: MAPLE STREET LOFTS i I. THE PREMISES: All of Lot 1 1 Lot 2, and Lot 3 in that certain Resubdivision of Lot "A" in Corporate Subdivision No. I 0—A, and Lots 10, 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 Y2of the Northwest 1/4of 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-, A. Contributing Parcels I All of Lot I in the Maple Street Lofts Resubdivision, excludipg the area shown on the Plat located within the boundaries of Lot I labeled as Non Common Area B 2. The area shown on the Plat located within the boundaries of Lot I labele(i as Non Common Area B ("Apartment: -B Pawce113'). 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 ("Town,lipme Parcel 03itilder 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 ("Town1loine Parcel (Noni-Buildc-) 99). .1111- .. .. .. .. .. .. .. .. . .......... (35712: 003: 02794748,DOC :5 1 itributiu, Parcels jmt None General Notes The "Maple Street Lofts Resubdivision" is the Premises, and consists of all of Lot I , Lot 2, and Lot 3 in the Resubdivision. Lot I includes the areas shown on the Plat located within the boundaries of Lot I as follows: (i) Non Common Area — A, (ii) Non Common Area — B, and (iii) the Common Area. I Lot 3 includes the areas shown on the Plat located within the boundaries of Lot 3 as follows: (i) Non Common Area — A,Non Common Area —Non Common Area — C, (iv) Non Common Area — D, (v) Non Common Area Non Common Area — F, (vil) Non Common Area — G, (viii) Non Common Area — Non Common Area — 1, and (x) the Common Area. 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 I or Lot 3 ("Stiq water Fac,flitles"). 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 ("PrIvale Roads"), and (ii) the pedestrian walkways (including concrete and brick pavers) adjacent to the Private Roads as generally shown on the Site Plan ("Pt."ivate'R.oad Walkwgy§"). 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 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 Iffifi'lo 40 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 (",��,rtni�ent�Colm�ni,�on). 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 ("Town.ho p Coimnon Area C. The Townhome Parcel (Non -Builder), other than Private Roads, Private Road Walkways, and Stormwater Facilities thereon ("Tow ho e 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 ("Pa,rkftW,,, Structure E Note: The above -defined areas may include a part of the "Common Area" as desig gnated on th Plat, but shall not be limited to the "Common Area" as desinated on the Plat. i -rff-'.XHIBIT B TO DECLARATION AND GRANT OF CROSS EASEMENTS AN COST SHARING PROVISIONS RE: MAPLE STREET LOFTS i The Site. Plan {35712: 003: 02794748.DOC :5 } EXHIBIT DECLARATION AND GRANT OF CROSS EASEMENTS AN1 Maintenance Pro p�eqy_)W�qddc Limited ........ "Contr u i ... Cost Sha,dnZ,,'_'1% 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% 1 Area (excluding Parcel Municipal Snow/Ice Removal Service) Apartment-BParcel 22% Declarant . . . .... . ......... . Landscaping of, snow Townhome 1 00 % removal from, and Parcel maintenance of (BUILDER) Townhome Common Area (BUILDER) (excluding Municipal Snow/Ice Removal Service�000)_._,, 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 0% Structure Parcel (35712: 003: 02794748.DOC :5 1 Declarant Stormwater Townhome BUILDER % Facilities Parcel (BUILDER) Townhome, NON - Parcel (Non- BUILDER % BUILDER.) Apartment -A 56% Parcel Apartment -I3 16% Parcel Parking 0% Structure Parcel Declarant Landscaping of, snow Townhome 100% removal from, and Parcel maintenance of (BUILDER) Townhome Common Area 'BUILDE'O " 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 0% _LStructure Parcel Municipality Street Lamp Parking 100% Responsibilities Structure Parcel Public) Declarant Street Lamp Townhome BUILDER % Responsibilities Parcel (Private) (BUILDER) Townhome NON- Parcel (Non- BUILDER % BUILDER) Apartment -A 56% Parcel Apartment -B 16% Parcel Parking 0% 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 J Note 1: For Property Wide Shared Area or Services, the Cost Sharing Percentage of the Townhome Parcel (BUILDER) plus the Townhorne Parcel (NON -BUILDER), in the aggregate, shall be 28% (the ", I willicable Aggg_te'Townhorne Percenlga"). To calculate the allocation between the Townhorne 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 townhornes which have been constructed on the Townhorne 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-BUELDER) (ii) multiplied by Applicable Aggregate Townhorne Percentage; and (b) the NON BUILDER % shall be equal to (i) 100%, (ii) minus the BUILDER %, (iii) minus the ,C-dalculation 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 the time all townhome units have been constructed and are subject to assessment under th* 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 bs 0%. Note 2: The "Maii, lee Removal, Service" describes the seasonal snow and ice removat and maintenance of pedestrian walkways to be undertaken by the Municipality at limited locations shown on Attachment I 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 I 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 11 of Attachment I 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. (35712: 003: 02794748.DOC :5 1 ATTACHMENT I TO EXHIBIT C TO DECLARATION AND GRANT OF CROSS EASEMENTS ANIII (35712: 003: 02794748,DOC :5 ) ATTACHMENT 2 TO EXHIBIT C TO DECLARATION AND GRANT OF CROSS EASEMENTS AND COST SHARING PROVISIONS RE: MAPLE STREKTISI FTS Illustration I Lighting Fixtures: Maintenance & Operation NORTH (exact locations subject to permit) IVA yr y %40", -A N11 1r; 44 *01W 41 nQ II Ir WAJ A0, jf if Lr -t.+1 (35712: 003: 02794748.DOC :5 1 ATTACHMENT 2 TO EXHIBIT C TO DECLARATION AND GRANT OF CROSS EASEMENTS AN COST SHARING PROVISIONS RE: MAPLE STREET LOFTS Illustration 11 1 Lighting Fixtures: Maintenance & Operation SOUTH PIUVATE (exact locations subject to permit) PUBLIC �17 fl 4R*,P*264J1I W4%; II I My. w 914 135712: 003: 02794748.DOC :5 1