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HomeMy WebLinkAboutCOW Agenda Item IV 06/24/2008 MOlInt Prospect INTEROFFICE MEMORANDUM Village of Mount Prospect Mount Prospect, Illinois TO: MICHAEL E. JANONIS, VILLAGE MANAGER FROM: DIRECTOR OF FINANCE DATE: JUNE 17, 2008 SUBJECT: RANDHURST/CASTO REDEVELOPMENT FINANCING A proposed financing plan to support redevelopment of the Randhurst Mall property is being presented to the Village Board at the Committee of the Whole meeting on June 24, 2008. The proposed plan was prepared by the Village's economic development consultant Michael Laube in conjunction with staff input. You had asked that I prepare some comments regarding the financing plan as I will be out of town for the meeting due to a previous commitment. The plan calls for a commitment for the Village to reimburse eligible construction costs up to $25 million. The funding to support the commitment would come from various pledges of revenues generated solely from the redevelopment project. I have reviewed the proposed financial projections and have discussed the financing structure with an independent financial advisor and bond counsel to assess the feasibility of the plan. Below are my comments on the plan as it is being presented. . Financing through the issuance of non-recourse notes and bonds does not put the Village at a risk financially if the project does not perform as projected. . No payments on the note will occur until certain construction and leasing milestones are met. . Revenue projections use conservative assumptions and have sufficient capacity built into them to ensure bond repayment even if projections fall short. . A large portion of the revenue to support the project comes from incremental sales taxes. The Village is able to retain a baseline sales tax to support general Village operations. . Home rule sales taxes have not been pledged to support this project. Growth in the home rule sales tax as a result of the development will benefit street, flood and capital programs of the Village as well as the General Fund. . The structure of the 30-year revenue bond utilizing call features to allow early paydown of principal makes them more appealing to the bondholder. Randhurst Mall/Casto Redevelopment Financing June 17, 2008 Page 2 In speaking with the financial advisor it was felt by him that the Village would be able to market the bonds according to the structure laid out in the proposed plan. Although the 30- year life of the bonds is on the long end for maturities, there are recent instances where 30- year debt was issued using call provisions to shorten the effective payback period. In May 2008 the City of Aurora issued $85.5 million of GO Bonds with a 30-year life and call features similar to what is being proposed by the Village. A total of 7 competitive bids were received for the Aurora issue. Bond counsel was also consulted as to the taxability of the bond issue. It was felt that the revenue bonds could possibly be issued as tax exempt, lowering the total interest cost of the borrowing. Based on the information provided and my discussions with the bond consultants I would concur with the recommendation of Mr. Laube regarding the financing structure of the Randhurst Mall redevelopment. As a side note, I am in the process of sending out a request for proposal for financial advisory services. The tentative return date for the proposals is July 9, 2008. It may be possible to get a firm on board in time to assist with the redevelopment financing. A search for bond counsel is to follow. Both advisory services would be able to provide valuable assistance as we move forward with the project. Please review this information and contact me with any questions. Thanks. d~ <<- David O. Erb Director of Finance 1:\Randhurst\Randhurst-Casto Redevelopment Financing.doc Village of Mount Prospect Community Development Department Mount Prospect MEMORANDUM FROM: MICHAEL E. JANONIS, VILLAGE MANAGER DIRECTOR OF COMMUNITY DEVELOPMENT TO: DATE: JUNE 17, 2008 RANDHURST VILLAGE REDEVELOPMENT - PROPOSED PUBLIC/PRIVATE PARTNERSHIP SUBJECT: JP Morgan Chase and Casto Lifestyle Properties (Casto), joint owners of the Randhurst Mall, are proposing a significant redevelopment project for this property. Built 46 years ago in 1962, Randhurst has been and continues to be the primary commercial property in the Village. Casto is proposing a $150 million renovation to the property, transforming the mall into a more contemporary lifestyle center. In order to accomplish this undertaking, Casto is requesting that the Village contribute $25 million in future project-generated revenues to the project. If approved, Casto would demolish the mall portion of Randhurst and construct a lifestyle shopping center that would include a new theater, a hotel, 2nd story office space and approximately 200,000 square feet of new retail/restaurant space. The project would maintain several existing retailers (Costco, Carsons, Bed Bath and Beyond and all the outlot tenants) and relocate the AMC Theater to east end of the property to become the focal point of the new lifestyle retail area (see attached site plan). The Village initiated discussions with Casto regarding the proposed public/private partnership in 2007. While the Village was encouraged by the redevelopment proposal, a key premise to considering any public assistance for this project was that we must protect the sales tax revenue that currently is generated by the property ($3.65 million in FY 2007). Therefore any public assistance would have to be generated by new revenue produced by the redevelopment project. The attached term sheet and review memorandum from our financial consultant, The Laube Companies, provides greater detail of the proposed public financial participation. In summary, the term sheet commits the Village to provide $25 million towards this project with funds that are generated by the redevelopment. The funds would be pledged in non-recourse revenue bonds that would be backed by the following five revenue sources: 1. A quarter percent Business District Retailer's Occupation Tax (new tax on Randhurst only); 2. Incremental Local Distributive share of the sales taxes over $236.5 million (2007 base sales); 3. Hotel Tax (increase current rate Village-wide from 3% to 6%); 4. A 25 cent Amusement Tax on the sale of movie tickets (new Village-wide tax); 5. Food and Beverage Tax. It is important to note that the proposed $25 million in revenues would only be paid if the above sources generate this amount. The Village is not obliged to pay any monies from existing revenue sources or from any future sources if the above taxes do not generate their projected amounts. In addition, the Village will continue to receive the current amount of sales taxes generated by the property ($3.65 million) plus approximately $1 million annually in new home rule sales taxes. After the revenue bonds are paid off, the Village will receive all revenues generated by Randhurst Village. The project is scheduled to be presented at the June 26th Planning and Zoning Commission meeting for consideration of the Planned Unit Development. Assuming that the P & Z takes action on the request at that meeting, the matter will be before the Village Board for a first reading of the PUD ordinance at their July 15th meeting. Please forward this memorandum and attachment to the Village Board for their review and consideration at the June 24th Committee of the Whole meeting. In addition to the discussion on the proposed public/private partnership, Casto will present a brief presentation on the redevelopment plans for Randhurst Village. evelopment I ZONING ANALYSIS 8-J EXISIINC pun 99.9047 ACRES (4.35t,851 sF) ~ 5'; REO. 43,-<<17 SF PROVIDED 46,419 SF PRoposm GROSS AREA 1,583,577 SF (EXCLUDES BASEMENT PARKING) -+-5'-0" TOP OF SETBACKS' RFDlJlRFn PROVI(JFD FRONT 30'-0. FRONT 20'-0" REAR 20'-0. REAR 55'-0. SIDE 10'-0. SIDE 30'-0. MIN. (CORNER SAME AS fRONT) (15'-0' AT EXISTING JEWEL oseo STORE) "I r 01 ;?~.~E...- PLAN N-E!r .. - ~ ~~ Ot> NEi PROPOSED SITE PLAN To: The Village of Mount Prospect Subject: Review of Proposed Randhurst Mall Redevelopment LAUBE I To: The Village of Mount Prospect From: Mike Laube Subject: Review and Analysis of the Development Economics for the Proposed Redevelopment ofRandhurst Mall- Internal Confidential Memo Date: June 5, 2008 OVERVIEW The purpose of this memo is to provide an objective financial analysis of the proposal that Casto has provided to the Village of Mount Prospect for the redevelopment of Randhurst Mall. Our goals in our review are essentially two (2) fold - 1. To make sure that, if the Developer receives the commitment of the Village to his request or a reasonable amount, he will be able to reasonably finance and execute this project subject to market conditions, and 2. To provide reasonable assurances that the Developer, with the granting of the requisite municipal financing, is not making a beyond market range profit at the expense of the Village. The Developer is requesting $25 million in net bond proceeds from the Village. Our analysis of that request follows. To: The Village of Mount Prospect Subject: Review of Proposed Randhurst Mall Redevelopment DEVELOPMENT COSTS Analysis of the Projected Costs of the Project The total gross project cost of this development is $154 million. This includes an attribution of $45 million for land cost. Analysis of Land Cost The current structure ofthis project is that Casto has entered into a joint venture agreement with IP Morgan, the current owner of the center. This agreement contemplates that Casto make a payment to IP Morgan for the land of something much less than the true FMV and IP Morgan contribute the property into the deal for some level of back ended payment or profit distribution. As a result, the agreement contemplates that the net book value of the center be used as the land cost in the development pro-formas. The net book value attributed to this project as a cost is $45 million. This structure provides the deal with a clear advantage to appropriate development return on the overall deal. In order to show the order of magnitude of this, if you take the current NOI of the center of approximately $5.5 million in its current configuration and impute a 7.5% capitalization rate, you rough out a $73.5 million sale price. Although, under a joint venture agreement, it is very reasonable to assume that the difference in value is made up by the provision to share profits if the development is successful. We can also conclude that the IV structure puts a much lower up-front financial burden on the deal economics. Vertical Construction Costs The Developer is estimating that the vertical construction costs of the buildings that he is responsible for constructing ranges from $85 - $210 per square foot. Current market conditions show that hard construction costs for retail are $90 - $115 per square foot for the core, shell and mechanica1s (commonly called the "vanilla box") and then interior finishes or tenant improvements range from $0 - $110 per square foot depending on the actual retailer going into the space. The higher end of the range is generally for lifestyle tenants, in which this development is being proposed. Based on these market averages, the Developer's cost are being estimated well within the reasonable range of where the market is today. Site Work The Developer is estimating that the site work will be $198,048 per acre and in addition to that $10 million is for sub-surface renovation. To: The Village of Mount Prospect Subject: Review of Proposed Randhurst Mall Redevelopment A general rule of thumb for site preparation costs is $5 per land square foot for a site that is essentially ready to go. That equates to about $220,000 per acre. One must also realize that site preparation vary greatly from site to site, particularly when you get into in-fill or redevelopment projects in areas that are already built and established. However, the estimates provided here seem very reasonable given "Greenfield" standards. The $10 million in sub-surface renovation is really an extraordinary cost of the site due to the sub-structures originally built under this center and the cost to renovate and covert them. We therefore, conclude that these costs are reasonably stated. Soft Costs There are many line items constituting the soft costs ranging from legal to interest paid. We look at the total of the soft costs in aggregate given that anyone line item within the soft cost budget can vary widely from budget to actual. However, when cost are estimated for any development project, the general rule is that soft costs should be about 25% of the hard costs being incurred by the Developer. The Developer is estimating that the soft costs they are incurring are 20.68% of their hard costs. We believe that this cost is being estimated very reasonably and well within market ranges. Developer Fee The Developer is proposing a $1.9 million developer fee. The market range for development fees are 3.5% - 5% oftotal costs being incurred by the Developer. The Developer's proposed fee is 2 % of the total costs. Thus it is under market. Also, in many cases, the development fee is often thought of as developer profit. When within market ranges, this is not the case. The investors that put equity into the project must receive a market rate or acceptable rate of return to attract their equity. The development fee is for the Developer's significant time, effort and overhead of putting a deal together. Many times the investors and the Developer are not the same. Therefore, To: The Village of Mount Prospect Subject: Review of Proposed Randhurst Mall Redevelopment in my opinion, a market rate development fee should be paid to the Developer which is in addition to the return to the capital to the investors. REVENUES Lease Rates The Developer is estimating that lease rates range from $15 psf at the low end to $26.69 psf. The average of these is about $20 psf. When you look at weighted averages of the rents for big box anchored retail power centers with the lifestyle component, you are generally seeing averages of $18 - $30 psf in markets similar to Mt. Prospect. Given where the market is today and how retailers are cutting back, it is very reasonable to assume that the high end of the range is not feasible as it may have been 3 or 4 years ago. The Developer is, for all practical purposes, at the mid-point of this range and therefore, I believe his pro- formas are very reasonable in that respect. Profit Levels The Developer has requested a municipal financing agreement that contemplates $25 million which would put them at an 8% return on total costs. . Total Developer Cost - ($154 million) . Less: Net Proceeds of Bonds - $25 million . Net Cost of Deal- ($129 million) . Total Projected Net Operating Income as Redeveloped - $10.3 million Total Return on Costs - 8% (NOI divided by $129 million) This methodology of calculating returns is very appropriate when the Developer is proposing to hold the property for a very long period of time. This is the case here. The current owner is part of the development entity, wherein the business model is not to developer and sell. We can also look at this on a static pro-forma sale type basis as follows: · Capitalized Value of NO I (using 7.5% cap) - $137.5 million . Less Net Cost of Project - $129 million . Total Estimated Profit on Sale - $8.5 million Total Profit Level- 6.6% ($8.5 million divided by $129 million) To: The Village of Mount Prospect Subject: Review of Proposed Randhurst Mall Redevelopment Benchmarking of Market Profit Levels There are many benchmarks of profit or return to capital for a real estate development project. Unleveraged rate of return on a long term hold basis is one of them. Others are static profit on costs, unleveraged internal rate of return on costs assuming a sale, leveraged return on equity, and others. These three are the most widely used. General market rates for these measures are currently as follows: . Unleveraged rate ofretum (assuming long term hold) - 10% - 12% . Static return on costs - 17% - 20% . Unleveraged internal rate of return on total project costs (assuming a sale)- 13.5% - 15% . Leveraged internal rate of return on equity - 25% - 30% All of these market based measures when calculated show the same level of profit or return to a developer in general terms. In other words, a 10% unleveraged rate of return (assuming long term hold), 17% static return on costs is approximately a 13% unleveraged IRR on costs (assuming sale), and a 25% leveraged IRR to equity. One way to benchmark and derive a market return is to use the Korpacz Survey, as published by PricewaterhouseCoopers. This is an annual report that shows the unleveraged IRR on a total project cost for a fully stabilized asset. In other words, this survey annually benchmarks what a institutional investor would require in terms of an IRR for a fully constructed and stabilized asset if they paid for it entirely with cash. This survey shows that the required return for an institutional investor to purchase a big box anchored power center hovers right around 11.5% unleveraged IRR. If then you add 100 - 150 basis points for construction risk and 100 - 150 basis points for lease and stabilization risk, you arrive at a market benchmark for return of 13.5% - 15% unleveraged IRR if one buys land and develops it. It is our conclusion that the profit levels being shown here are very reasonable and frankly, under current market rates for these types of redevelopments. Projections of Revenue and Structure Being Discussed We are currently in discussions with the developer on the exact form of the reimbursement to them of the $25 million. Weare discussing revenue bonds and revenue notes that, by nature, are no recourse to the Village. That is if the pledges of cash flow assigned to repay them don't materialize in the amount we project, the developer note the bond/note holders do not have any claim against the Village. To: The Village of Mount Prospect Subject: Review of Proposed Randhurst Mall Redevelopment The pledges of cash flow to repay the securities are tied only to revenues generated by the redevelopment project. Therefore, if the developer does not perform, the value of the obligations is directly impacted negatively. Conversely, ifthe development goes better than planned, they are limited to $25 million (net proceeds) and the Village receives the project cash flow that is in excess of that repayment. The pledges from the Project are currently contemplated as follows: · Business District Tax - we are proposing to impose an additional Business District sales tax on Randhurst only in the amount of 0.25%. As part of the deal, Costco is being carved out of that imposition. (New tax) · Food and Beverage Tax - We are pledging all the food and beverage tax generated by the Project to the Notes/Bonds. (Existing 1 % tax) · Hotel Tax - Weare discussing to increase the hotel tax to 6% and pledge the hotel tax from the Project only to the notes/bonds. (Current tax - 3%, New tax - 6% total) · Amusement Tax - Weare proposing to impose a $0.25 amusement tax on theater tickets, which would also be pledged to the notes/bonds. (New tax) · Incremental Sales Tax - We are contemplating pledging the incremental local distributive share of the sales tax only. Incremental being defined as the sales taxes over what the center is currently producing. Therefore, the Village is out no money that is has right now. (2007 base sales of $236 million = $3.65 million in sales taxes) Note - there will be significant increases in sales tax generation, and no home rule sales tax is being pledged to this deal. That all inures to the Village. The Business District bonds/note would have a 23-year life as mandated by Illinois Statute and the remainder ofthe bonds would have a 30-year life in order to achieve the required net proceeds of $25 to make the deal work. The bonds would be structured that, after a call protection period, that principal would be paid down early. Thus, if everything goes according to projections, the bonds could be paid down in about a 20- year timeframe. This structure and amortization periods will allow the Village to protect its current sales tax base and 100% of its home rule sales tax. One of our main goals throughout this negotiation is to preserve the Villages general revenues, primarily the main revenue of sales tax. Therefore, we have arrived at this structure at this point in time. This add-on Business District sales tax is a critical component to this deal if we are to preserve the Village's general sales tax. To give you an idea of the order of magnitude of this, every 0.25% represents approximately $4 million in net proceeds of bonds from this deal. If this tax were not able to be implemented for whatever reason, we would need to find $4 million from another Village general revenue source to replace it. However, we believe that this center can qualify for To: The Village of Mount Prospect Subject: Review of Proposed Randhurst Mall Redevelopment a Business District and it is a concept that the developer and retailers' don't typically make a deal breaking issue. It is my opinion that we are in the process of negotiating and achieving a structure that is: . No recourse to the Village . Only defeased by Project revenues . Protects the Village's interests in the general sales tax . Gives the developer the amount that they need to execute the deal . Gets the deal done for the benefit of all . Maintain the long-term viability of Randhurst CONCLUSIONS AND RECOMMEDATIONS Based upon my review of the costs, revenues, value, increment and sales tax production of this proposed development, it is my opinion that a request of $25 million is very reasonable. Frankly, if they are to achieve current market rates ofretum, they should be requesting in range of $35 - $40 million. The Developer along with the current owner is very well capitalized and already owns the center and is a very good position to be able to finance and execute this project. Also, $25 million in the context of a $154 million total project or approximately 16% of total project cost is optically within the range of many other projects. Of which, this percentage of public contribution often is in the 20% - 25% range of total project costs, and sometimes higher. Therefore, I recommend that the $25 million (net proceeds) request by the Developer be seriously considered and a business deal worked out along the lines of the structure that is discussed above. CLP/SPF Randhurst LLC Village of Mount Prospect CLP/SPF Randhurst LLCNillage of Mount Prospect TERM SHEET 11. Developer: The j oint venture of Casto and JP Morgan has formed a single purpose entity of which Casto is a managing member, CLP/SPF Randhurst LLC (the "Developer"). The Developer intends to redevelop the 100 acre parcel presently known as Randhurst Mall (the "Property") located at the intersection of Rand Rd., Kensington Ave., and Elmhurst Rd. in the Village of Mount Prospect (the "Village"). 12. Developer State of Organization: Developer is a Delaware limited liability company authorized to do business in the State of Illinois. 13. DeveloperAddress: Casto Lifestyle Properties L.P. 401 North Cattlemen Road Suite 108 Sarasota, FL 34232 Attn: Mr. Brett Hutchens DLA Piper US LLP 203 N. LaSalle, Suite 1900 Chicago, IL 60601 Attn: Mr. Richard Klawiter and Ms. Aarti Kotak 14. Project: Developer acquired and intends to redevelop the Property at a cost of approximately $154 million. The \ Property will be developed as a "Lifestyle Center". The redevelopment will consist of the following (collectively, the "Project"): . Redesign and construction of the existing multi-tenant building in the center of the Property. . Construction of a new theater which will anchor the lifestyle component . Re-tenanting of portions of the Property . Cause to be leased and constructed approximately 155,000 +/- square feet of newly constructed retail. . Cause to be constructed a 120 +/- room hotel DRAFT CHG02\40245171.4 Term Sheet 1 CLP/SPF Randhurst LLC Village of Mount Prospect 15. Acquisition of Land: lP Morgan owned the Property. lP Morgan contributed the land into the entity constituting the Developer, subject to the redevelopment moving forward on the terms set forth herein. 16. Business District: The Village will create a Business District corresponding to the boundaries of the Property, with the exception of the Costco property, in accordance with the Business District Development and Redevelopment Act, 65 ILCS 5/11 - 74.3 (the "Business District Act"). The Village agrees to hire an independent consultant to establish the eligibility of the Business District, perform any required studies and prepare any required plans, and cause all public hearings and Village Board meetings to be held as required by the Business District Act. Once established, the Village agrees to impose up to a 0.25% Business District Retailers' Occupation Tax (the "Business District Tax") generated by the Property sans Costco. 17. Imposition of Additional General Municipal Taxes The Village agrees to impose the following additional taxes: · Increase the Village-wide hotel tax to 6% total · Impose an amusement tax on the sale of tickets to an entertainment event, including the sale of movie theater tickets, in an amount of $0.25 per ticket. 18. Villa~e Financin~: The Village shall issue a one or more series of Business District and Sales Tax Revenue Bonds (the "Bonds") and a Subordinate Note (the "Note") supported from the following pledges: · 100% of the Business District Tax · 100% of the Incremental Local Distributive Share of the Sales Taxes ("Incremental Sales Tax") · 100% of the Hotel Tax generated by the Project ("Hotel Taxes") · 100% of the Amusement Tax generated by the Project ("Amusement Taxes") · 100% of the Food and Beverage Tax generated by the Project ("F&B Taxes") Incremental Sales Taxes shall mean 100% of the Village's local distributive share of the Municipal Retailers' Occupation Tax associated with sales in excess of $236.5 million annually ("Base Sales Tax"). The Note shall be issued as follows: DRAFT CHG02\40245171.4 Term Sheet 2 CLP/SPF Randhurst LLC Village of Mount Prospect A. Note (Taxable). The Village will issue one or more taxable notes (the "Taxable Note") to Developer upon the closing of the redevelopment agreement (the "RDA") (the "Issuance Date") in an aggregate initial principal amount equal to the amount of the eligible costs as delineated in the Business District Plan which have been incurred by the Developer by the Issuance Date up to a maximum principal amount of$25,000,000, as evidenced by a certificate provided by the Developer and approved by the Village substantiating as much ("Certificate of Expenditure"). After the initial issuance of the Taxable Note, if the principal balance of the Taxable Note is less than $25,000,000, then the principal balance of the Taxable Note will be increased when the Village issues additional Certificate(s) of Expenditure, up to a maximum of $25,000,000. Eligible costs will be certified by the Developer to, and approved by, the Village on the Issuance Date and on a quarterly basis thereafter. Interest on the Taxable Note will accrue upon issuance at a rate equal to the median value of the 10-year Treasury constant maturity as published in the daily Federal Reserve Release for 15 business days prior to the Issuance Date plus 300 basis points (the "Taxable Note Interest Rate") and will compound semi-annually. The Taxable Note shall be payable from the Business District Taxes Incremental Sales Taxes, Hotel Taxes, F&B Taxes, and Amusement Taxes. The Taxable Note will begin to accrue interest upon the closing of the RDA, but no payments will be made until the Certificate(s) of Completion are issued as delineated below. The Taxable Note will have a first lien on the Business District Taxes. Incremental Sales Taxes, Hotel Taxes, F&B Taxes, and Amusement Taxes. Upon issuance of the Bonds (as hereinafter defined). the lien of the Taxable Note will automatically subordinate to the liens of the Bonds with respect to the pledged payments to that series of bond issuance. Any Bonds that are issued by the Village will have a first lien on the pledged source of repayment to that Bond issuance. The Village may not prepay the Taxable Note for a period of lO-years at anytime without the Developer's consent. The principal value of the Taxable Note will be reduced bv the net proceeds of the Bonds when issued (as discussed below in 3C). B. Assignment of Notes. The Taxable Note may be (i) assigned or pledged as collateral to any senior lender holding the Taxable Note, or, following the issuance of Certificate of Completion 2, (ii) sold or assigned to a qualified investor. Notwithstanding the foregoing, the Developer may transfer the Taxable Note at any time to (i) any entity controlling, controlled by or under common control with Developer or (ii) any entity in which the majority equity interest is owned by the parties that have a majority equity interest in Developer. C. Revenue Bonds - Upon Developer's request, the Village shall issue at least two or more series of revenue bonds (the "Bonds") in the amount required to yield up to $25 million in net proceeds (after provision for debt service coverage, capitalized interest, debt service reserve fund, and closing costs) to retire all or a portion of the Taxable Note. The source of repayment for the Bonds will be the Business District Taxes, Incremental Sales Taxes, Amusement Taxes, F&B Taxes, and Hotel Taxes, which, when collected, are allocated to and paid to the Treasurer of the Village for deposit by the Treasurer into the special tax allocation fund specifically set up for the Project (the "Tax Allocation Fund"). The Village will issue one or more series of Business District revenue bonds that will have an amortization schedule of up to 23-years as allowed by the Business District Act. The Village will issue one or more series of Revenue Bonds supported by the Incremental Sales Taxes, Amusement Taxes, F&B Taxes, and Hotel taxes that will have an amortization of up to 30-years. DRAFT CHG02\40245171.4 Term Sheet 3 CLP/SPF Randhurst LLC Village of Mount Prospect To the extent issued, the Bonds will have first lien on the Business District Taxes, Incremental Sales Taxes, Hotel Taxes, F &B Taxes, and Amusement Taxes. Beginning on the date of issuance, the Village shall deposit all Business District Taxes, Incremental Sales Taxes, Hotel Taxes, F&B Taxes, and Amusement Taxes into the Tax Allocation Fund. The Bonds shall be issued by a qualified investment banker, chosen at the Village's sole discretion and reasonably acceptable to Developer, upon the later of (i) the Developer's request, (ii) the determination that the Bonds are marketable, and (iii) the issuance of Certificate of Completion 2. Typical market requirements are as follows: o A certain percentage of the Project shall be leased or sold to tenants, ground lessees and/or purchasers. o Developer and/or subsequent developers (in the case of a ground lease or pad sale) shall have secured a binding commitment from a construction lender to provide funds to construct the Project. o Developer or subsequent developers (in the case of a ground lease or pad sale) shall have entered into a lump sum agreement with a general contractor to construct the Project. o The Village will need to pledge the coverage to the 30-year revenue bonds to pay the principal down early after the call protection periods as may be required by the Village's bond underwriter to maintain marketability. The Village and Developer will make all reasonable efforts, to the extent possible, to ensure that the Bonds will be exempt from federal taxation under the IRS code. However, it is anticipated that the Bonds supported by the Business District Tax will not be tax-exempt. 19. Eligible Costs The Village will reimburse Developer up to $25 million (exclusive of costs of issuance, capitalized interest, and debt service reserve fund) applicable toward the following costs: . Acquisition Payment - $20 million . Hard Costs of New Construction - $49 million . Site Preparation - $9.9 million . Subsurface and Basement Structure Renovation - $10 million . Tenant buyout costs (Steve and Barry's; Costco) - $1.75 million To establish its right to reimbursement, Developer shall submit to the Village such documentation as may be reasonably requested by the Village (including but not limited to lien waivers, cancelled checks, paid invoices, etc.) verifying the costs Developer has incurred in connection with the Project. The Village shall have 30 days after receipt of such information from Developer to recommend approval or disapproval of such request for reimbursement and, if a request is disapproved, to provide Developer in writing a detailed explanation as to why the Village will not or cannot recommend such reimbursement. Once approved, Developer will be reimbursed within 7 days. DRAFT CHG02\40245171.4 Term Sheet 4 CLP/SPF Randhurst LLC Village of Mount Prospect 110. Project Timeline: The following is an estimated time line for the Project: Acquisition of Center - Completed Commencement of Construction - July, 2008 Completion of Construction - Summer, 20 1 0 111. OtherProJectFinancin~: Developer will provide sufficient equity and construction financing so as to complete the Project as contemplated herein. 112. Completion Certificate Requirements: Upon the satisfaction of the following conditions, the Village shall issue certificates evidencing completion ofthe Project: Certificate of Completion 1 - Upon the closing of the RDA and final approval ofthe zoning and entitlements, the Village shall issue an initial certificate of completion ("Certificate of Completion 1") and will begin making payments to the Taxable Note from Business District Taxes. Additionally, one or more series of Business District Tax Bonds shall be issued at Developer's request following the issuance of Certificate of Completion 1. Certificate of Completion 2 - A second certificate of completion ("Certificate of Completion 2") shall be issued upon the occurrence of the following: Developer shall have constructed and caused to be leased (or purchased) the following: . Construction of the shell building of the theater and executed lease agreement with theater operator . Construction of 80% of the shell buildings of the new retail space, approximately 124,000 square feet . Executed leases with 50% of the new retail space, approximately 77,500 square feet . Executed buyout of the Steve and Barry's lease (to be deemed completed in the Redevelopment Agreement) . Executed buyout of the existing Costco Sales Tax Rebate/Incentive Agreement in entirety Upon issuance of Certificate of Completion 2, the Village will begin making payments from Incremental Sales Taxes, Hotel Taxes, F&B Taxes, and Amusement Taxes to the Taxable Note. Additionally, one or more series of Bonds shall be issued from a pledge ofIncremental Sales Taxes, Hotel Taxes, F&B Taxes, and Amusement Taxes at Developer's request. DRAFT CHG02\40245171.4 Term Sheet 5 CLP/SPF Randhurst LLC Village of Mount Prospect The Village shall respond to Developer's request for both Certificates of Completion 1 and 2 within 15 days by issuing either such Certificate or a written statement detailing the ways in which the Project does not conform to the RDA and the measures which must be taken by Developer in order to obtain such Certificate. The Village shall respond to, and process, Developer's request for either Completion Certificate within said 15-day period or such Completion Certificate shall be deemed to have been issued. 113. Village Approvals: The Village agrees to expeditiously review plans and specifications for the Project and approve or reject in writing within 15 days. The Village agrees to provide written notice to Developer within the normal course of their approval process, not to exceed 15 days. Material change orders made by Developer to the Project shall be reported to the Village immediately by Developer. 114. Prior Expenditures: The Village agrees to perform all necessary actions, including the passage of an inducement or intent resolution, if needed, to preserve the eligibility of any costs associated with the creation of the Business District and/or execution of the RDA. 115. Closing Requirements: Prior to execution of the RDA, Developer shall provide the Village with evidence of its financial condition, evidence of a commitment to senior construction financing and equity financing to complete the entire Project, a copy of the owner's title policy for the Property, DCC, tax and judgment searches, an opinion oflegal counsel regarding Developer's authority to enter into the RDA, a certificate of insurance and other customary closing documents. 116. Bid. Requirement: There are no bid requirements associated with the Project. 117. Limits on Developer Action: Developer may not merge, liquidate, or consolidate any of its development entities in a way that will materially and adversely affect its ability to complete the Project until Certificate of Completion 2 has been issued. 118. Title Company: To be determined by Developer. DRAFT CHG02\40245171.4 Term Sheet 6 CLP/SPF Randhurst LLC Village of Mount Prospect 119. EscrowAgreemel1ts: Not applicable unless required by Developer's lender. 120. Future BondIssuances Related to the Overall Project Developer will assist the Village in future bond issuances (where financial information regarding development impacts bonding) related to any future bonding on the Project. In no event shall Developer be required to incur any out-of-pocket expenses. 121. Event of Default: The RDA will contain event of default provisions customary for real estate transactions. DRAFT CHG02\40245171.4 Term Sheet 7