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HomeMy WebLinkAbout4. OLD BUSINESS 08/19/08 Village of Mount Prospect Community Development Department Mount Prospect MEMORANDUM ~ TO: MICHAEL E. JANONIS, VILLAGE MANAGER FROM: DIRECTOR OF COMMUNITY DEVELOPMENT DATE: JUL Y 7, 2008 SUBJECT: PZ-15-08 - CONDITIONAL USE FOR A PLANNED UNIT D RANDHURST VILLAGE SHOPPING CENTER 999 N. ELMHURST ROAD CASTO LIFESTYLE PROPERTIES - APPLICANT The petitioner, Casto Lifestyle Properties, is seeking approval of a Conditional Use for a Planned Unit Development, Building Height and Setback Variations, Special Use for Signs Associated with a Large Development, Variation for Temporary Leasing Signs, Variation to Site Lighting and Illumination Standards, Fence Height Variation, and a Waiver of Street Lighting Requirement, for the Randhurst Village property located at 999 N. Elmhurst Road. The Planning and Zoning Commission conducted a public hearing to review the request on Thursday, June 26, 2008, and by a vote of 4-1, with one member absent, recommended approval of a Conditional Use for a Planned Unit Development, Building Height and Setback Variations, Special Use for Signs Associated with a Large Scale Development, Variation for Temporary Leasing Signs, Variation to Site Lighting and Illumination Standards, and denial of a Fence Height Variation and Waiver of Street Lighting Requirements. Details of the proceedings and items discussed during the Planning and Zoning Commission hearing are included in the attached minutes. Please forward this memorandum and attachments to the Village Board for their review and consideration at their July 15,2008 meeting. Staff will be present to answer any questions related to this matter. w. H \PLAN\Planning & Zoning COMM\P&Z 200g\MEJ Mcmo\PZ.1 S.()g Randhurst Village 999 N ElmhursUJ7070K,doc MINUTES OF THE REGULAR MEETING OF THE PLANNING & ZONING COMMISSION CASE NO. PZ-15-08 Hearing Date: June 26, 2008 PROPERTY ADDRESS: 999 N. Elmhurst Road PETITIONER: CLP/SPF Randhurst LLC, c/o Casto Lifestyle Properties PUBLICATION DATE: June 11,2008 PIN NUMBER: 03-27-401-266-0000 REQUESTS: I) Conditional Use for a Commercial Planned Unit Development 2) Building Height and Setback Variations 3) Special Use for Signs Associated with a Large Scale Development 4) Variation for Temporary Leasing Signs 5) Variation to Increase Maximum Fence Height 6) Variation to Site Lighting and Illumination Standards 7) Waiver of Street Lighting Requirements MEMBERS PRESENT: Richard Rogers, Chair Joseph Donnelly Leo Floros Marlys Haaland Ronald Roberts MEMBER ABSENT: Keith Youngquist STAFF MEMBERS PRESENT: William Cooney, AICP, Director of Community Development Brian Simmons, AICP, Deputy Director of Community Development Patrick Ainsworth, Planning Intern INTERESTED PARTIES: Aarti Kotak, Brett Hutchens, Arnold Gitten, David Galler, Jim Conroy, Lou Aboona, Dominic Fong, Marlene Friedrichs, Wes Pinchot, Richard Sassan, Linda Davis, Thomas Budzik, Mike Stratis, Ted Johnson, Tim Reber, Brian Swin, Kim Adams Chairman Richard Rogers called the meeting to order at 7:30 p.m. Leo Floros made a motion to approve the minutes of the April 24, 2008 meeting and Ronald Roberts seconded the motion. The minutes were approved 4-0 with Joseph Donnelly abstaining. After hearing three previous cases, Chairman Rogers introduced Case PZ-15-08, requests for: a Conditional Use for a Commercial Planned Unit Development, building height and setback Variations, and Special Use for signs associated with a large scale development at 999 N. Elmhurst Road, at 8:10 p.m. Brian Simmons, Deputy Director of Community Development, gave a brief overview of different types of retail centers. He also summarized the history of Randhurst and stated the existing conditions that include several large big box stores. He indicated that several of the larger anchor stores will remain with the proposed project. Mr. Simmons said the status of the mall has decreased due to competition in the retail market. There has been a shift in both retail design and strategies. Mr. Simmons said the area demographics are still strong enough to support a mall. Mr. Simmons concluded by stating Casto Lifestyle Properties and JP Morgan would be presenting and encouraged the public to voice their opinions. Chairman Richard Rogers swore in Aarti Kotak, 203 N. LaSalle Street, Chicago, IL. Ms. Kotak introduced the development team for the proposed project. She said the subject property is approximately a 100 acre site and stated the property location. The applicant (Petitioner) is the owner of the property. The subject property is Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-15-08 Page 2 currently zoned B-3 community shopping district with an amended Planned Unit Development (PUD). Ms. Kotak said the application proposed approximately 155,000 square feet of newly constructed retail with a total square footage of approximately 980,000 square feet at the site. Ms. Kotak stated the Petitioner is seeking the following approvals: I) Conditional Use for a PUD with use exceptions and approval of a final plan for the PUD. 2) Residential uses allowed on the Chase bank building parcel and the existing AMC Theater parcel on the Northwest corner of the property. 3) Variations for the following: maximum building height of 60 feet. A reduction in the front yard setback from 30 feet to 20 feet. Reduction in the existing side yard setback from 30 feet to 15 feet for the existing Jewel building. 4) A waiver to permit the location of street lights at locations other than at the frontage as well as other relief to the illumination provisions for the lighting plans that have been submitted. 5) Special Use permit for signs associated with a large scale development and such other relief as may be necessary to accomplish or submit development plans. Chairman Rogers swore in all personnel at one-time testifying on behalf of the Petitioner. Brett Hutchens, President of Casto Lifestyle Properties, 401 N. Cattlemen Road, Sarasota, FL, discussed the needs for the re-development of Randhurst Mall. He also discussed the background of Casto Lifestyle Properties and his company's commitment to Mount Prospect by offering new restaurants, stores, offices, and a hotel. Mr. Hutchens stated the proposed development would provide convenience to shoppers and spur economic development with increased jobs and business opportunities. Mr. Hutchens made several comparisons of Randhurst Village (proposed project) and a mall that Casto re- developed several years ago in Winter Park, FL. Mr. Hutchens discussed Randhurst Village would contain mixed uses of retail, hospitality, offices and residential components in the future. He said he has been asked several times how he knows that this proposed development would work. Mr. Hutchens said his company looked at the market and the opportunity in mall re-development is only there if the real estate is good and the market is still strong. He provided and showed a comparative demographic analysis between Mount Prospect and Winter Park. Mr. Hutchens discussed the vision for Randhurst Village. Arnold Gitten, 116 Alhambra Circle, Coral Gables, FL, discussed the site. He mentioned that they are not changing traffic entrances into the site. There would be walking paths designed so people have a trail to walk through the entire shopping center. There would also be sidewalks added on site so residents from the surrounding neighborhoods could walk in safely along with crosswalks across Elmhurst and Euclid. Mr. Gitten said there would be a parking garage directly south of the theaters. David Galler, 116 Alhambra Circle, Coral Gables, FL, discussed the architectural elements and elevations. He discussed the signs that would be placed throughout the property. He said that there would be wider sidewalks down the Main Street area. Mr. Galler showed pictures that included site amenities and discussed the furniture and planters. Chairman Rogers asked if the elevations presented represented what would be built. He also wanted to clarify that the only difference would be signage or the color for a particular client. Mr. Galler said the only thing that might change would be if a retailer came in with a larger space. They might have to modify the elevation slightly to have the retailers' door centered where they might be showing a different color on the elevation. Mr. Galler said they submitted a design guideline booklet with the case for design criteria for retailers. He stated retailers need to conform to sign regulations, use of materials, and the way store fronts are designed. The buildings would be made with mostly brick and glass with stone at the base. Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-15-08 Page 3 Mr. Gitten discussed the brick work and representation in greater detail by showing the colors and a material sample board to the Planning and Zoning Commission members. Jim Conroy, Director of Development for Casto Lifestyle Properties Chicago, 999 N. Elmhurst Road, Mount Prospect, IL, stated that he has an office on site and will make himself available to the public. Mr. Conroy presented a three dimensional fly through of the proposed development. Mr. Conroy discussed the residential component for the proposed site. The original plans called for residential to be located above the retail along Main Street. He said that this was just not feasible due to construction costs. Mr. Conroy stated that residential is a needed component for the mixed use lifestyle. He said they looked at the Northwest corner of the site and they would be able to provide retail on the first floor with residential above. Mr. Conroy stated that they could segregate commercial and residential parking for this area. The preliminary plan included 200 apartment units and 12,000 to 20,000 square feet of retail. Mr. Conroy mentioned that Staff put together verbiage so the two Northwest corner parcels could possibly have residential zoning. He said they accepted Staffs five conditions for this proposed area. Ms. Kotak discussed the Conditional Use and Special Uses for signs. She said that the Conditional Uses have been addressed in the Petitioner's application. She requested that this application be included into the record for the proceeding. She stated additional uses do no represent more than 40 percent of the total floor area. The signs they construct would serve as a public convenience and they would not be detrimental to the safety, visibility, or general welfare. Ms. Kotak said the signs would be in harmony in scale with the architecture of the building and surrounding neighborhood. The location and size of the signs would not impede the adjacent properties. They would enhance the proposed development. Ms. Kotak stated the Special Use application conforms to the applicable regulations of the sign ordinance. She said the applicant, as far as the Special Use that they requested for the signs is a unique development being proposed along 5,000 linear feet of street frontage. Mr. Donnelly questioned the traffic flow through the property. He stated that the ring road disappears on the West side of the property. Mr. Conroy said that the ring road is difficult to manipulate with the development evolving over time. He stated that he would like to funnel traffic through the Main Street area. Mr. Conroy mentioned that they did retain the ring road coming off of Elmhurst and an area off of Kensington. He said there will be a substantial traffic flow for the theater. Mr. Donnelly said that ring roads typically do not have stop signs. He said people tend to cut through parking lots. He asked the Petitioners to address this. Mr. Conroy said there are currently huge gaps to the East ring road. Access points would be framed out by the building immediately East of Costco. He stated actual aisles would be better defined with the proposal. Mr. Conroy said he is willing to work with Staff in regards to the stop signs Mr. Donnelly addressed in front of the Home Depot store. Ronald Roberts said the whole idea is to get people out of their cars and create a pedestrian friendly environment. He thought it is great that the development is getting rid of most of the ring roads. Mr. Donnelly asked about outdoor sales. Mr. Conroy said part of the proposal and site plan included an area that they are requesting as seasonal outdoor display for Home Depot. This would include typical garden displays. Mr. Conroy stated that there would be outdoor dining areas along Main Street as well. Chairman Rogers said the issue is that Home Depot has to taken over part of the parking lot which has made it dangerous for pedestrian traffic and he wanted to know if something could be done about closing off a part of this area. Discussion continued regarding the seasonal area. William Cooney, Director of Community Development, said all outdoor sales areas have to come to the Village for review and comments. Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-l5-08 Page 4 Mr. Donnelly recommended that the seasonal area be moved to the East side of the Home Depot store. He believed Home Depot needed a road like Jewel to move traffic through. Mr. Donnelly asked about the intersection of Rand, Kensington, and Elmhurst Roads, he wanted to know if the road could be expanded to get more cars into the development. Mr. Hutchens wanted to address the seasonal area; he said seven tenants have outdoor lease rights to outdoor sales. He stated that they would work with tenants regarding traffic flows. Lou Aboona, 9575 W. Higgins Road, Rosemont, IL, completed a comprehensive traffic study on the site. He said he has been working with Staff to upgrade the signal at Kensington. The signal currently operates independently from the signal at the triangle (Rand, Kensington, Elmhurst). He stated that he is also working with the Illinois Department of Transportation (IDOT). The east bound traffic would have a protected left turn and they are not planning additional lanes at this time. Chairman Rogers believed one more lane would greatly help as Leo Floros concurred. Mr. Donnelly stated circles into the proposed development would not be a good move. Mr. Gitten said that they have added circles into their projects all over the United States. There are only two circles in the proposed development. He stated that these are not major intersections and they would mainly act as one-way circles. Mr. Gitten said they have not had accidents at their previous projects concerning the circles and does not foresee this being a problem. Chairman Rogers stated circles would help, they would even slow traffic. Mr. Galler said he has worked with Staff regarding the circle on the Chase bank site. There are four ways around the circle and agreed that the circles are just trying to calm the traffic as people head towards the theater. Chairman Rogers asked how the outdoor cafes and work areas would work with our region's climate. Mr. Hutchens said one of the most successful lifestyle mixed-use centers is in Columbus, OH. He stated that you would not eat outside in the wintertime, but it is very important to activate the street when the temperatures are warmer. Chairman Rogers asked how the Petitioner would handle snow removal. Mr. Conroy said they currently contract this out. They have a full-time operations manager who has reviewed the plans. Snow can be pushed out of the Main Street area and be moved to the outer areas of the parking lots. He stated that they will not have snow melting machines. They are comfortable that they can control the snow. Mr. Donnelly asked if there are any commitments for a hotel operator. Mr. Gitten said there is a hotel committed to the project. They would just have to finalize plans just like they do with other tenants. Mr. Donnelly asked if any restaurants were committed. Mr. Gitten said until the final lease is signed, they cannot release any names. Mr. Donnelly and Mr. Floros both had questions regarding the storage facility that has been referenced on the site plan. Mr. Conroy said the storage facility would be a three story fully self-contained building with heat and air conditioning. He stated there has been interest from three to four storage facility companies. Mr. Floros asked how a storage facility would meld with the proposed lifestyle center. Mr. Conroy said they want to bring in the residential component with the proposed project. People in the area might be interested in downsizing and have storage needs. Mr. Conroy stated the community itself has storage needs. He said area of the proposed storage facility was currently located on the least utilized portion of the site. A storage facility is a light and quiet user. Trucks would gain access to the building on the West side so they would be further away from the residential area along the Eastern property line. Mr. Conroy said this provided a nice buffer to the residents of the East and it would blend in with the rest of the architecture for the proposed development. Mr. Donnelly asked how the lights on top of the parking garage would be screened for the residents directly to the East. Mr. Gitten said lights would not be tall on the top of the parking garage. They would have the ability to Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-15-08 Page 5 control lights and place them along the property line without any spillover. Mr. Conroy added that they will have cut off lenses to eliminate the glare. Mr. Gitten said the whole property line along the East would be fully landscaped. Mr. Conroy said there would be a six foot fence and additional landscaping across the street along the perimeter edge of the parking garage. There was discussion regarding the hotel. Mr. Gitten said it was a need especially for the Kensington Business Center. Mr. Donnelly confirmed that Casto and Chase owned the entire property. He wanted to know if the residential component was added, if it would be apartments and not condos because of shared ownership. It was confirmed that the residential area would be apartments. There was a discussion regarding lease agreements with the major anchors. Everything has been worked out for the proposed development. Chairman Rogers stated that the Petitioners have shown storm detention, lighting, and landscaping on the plans. He asked the Petitioner if they were in agreement with Staffs recommendations on the various items in this entire development plus the process of obtaining building permits. Mr. Conroy stated that they are providing seven to eight acres of storm detention and they are looking at an underground location. This location could be under the future parking garage or under one of the existing buildings in the basement. Mr. Conroy said they have been in contact with the Village Engineer and have toured other similar facilities in regards to the proposed underground detention. Mr. Conroy stated a complete photometric plan was submitted with the application. There may be some modifications to the original plans based on security concerns. Mr. Conroy said they are in agreement that they could comply with the Ordinances set forth by the Village of Mount Prospect. Chairman Rogers received a memo from Staff with some additional items. Mr. Conroy said they are in agreement of keeping the fence along the Eastern property line at six feet. Mr. Conroy stated that they still request a waiver for the street lighting. There was general discussion regarding the lighting along Kensington, Euclid, and Elmhurst Roads. Chairman Rogers said this is something that can be worked out with Staff and it is something to incorporate with the plans in order to get the approval. Chairman Rogers stated that residential on the Northwest corner is a good idea. He said as long as they meet the 30 units per acre, he thought the residential request should be included with the development. Chairman Rogers stated that the signs are too large, but he is willing to increase them from what is normally allowed. There was general discussion regarding signage. Mr. Roberts felt that more signage was necessary due to the segregated parking lots in the proposed plan. There was discussion on the sizes of the signs. The signs at the entrances would be 15 feet, Village Code allows 12 feet. Mr. Cooney provided Staffs input on the signage. He said Staff has been restrictive on signage throughout the Village. They have discussed the Randhurst signs at great length. Mr. Cooney stated the text on the signage basically conforms to code. Staff believed that the location is appropriate for these signs due to the importance of this shopping center. Mr. Donnelly asked about the sight lines with the monument signs. Mr. Gitten said signs are pushed back and would not interfere with sight lines. There was further discussion on the number of tenant names that could appear on the sign. The general consensus between the Planning and Zoning Commission and the Petitioner was seven names. Mr. Floros asked why Randhurst has been a failure with other indoors malls being successful. Mr. Hutchens said when interstates where added, they had the ability to provide regional access. Indoor malls along interstates have Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-15-08 Page 6 been very successful. Mr. Hutchens stated anchor stores drive traffic into the core of the malls so smaller stores could feed off of the traffic created. The rent for department stores tends to be very low while it is very high for smaller stores. Mr. Hutchens said the cost for maintaining the common areas of the mall is increasing due to heating and air conditioning. Smaller tenants have to support the costs of the common area. There was general discussion regarding the re-development of the mall. Chairman Rogers swore in Dominik Fong, 1172 Boxwood Drive, Mount Prospect, IL. Mr. Fong was concerned with the fence and landscaping along the eastern property line blocking his view and access of the mall. Chairman Rogers said people who live in residential areas next to malls or other properties generally like to be screened. Mr. Fong stated that he would like to have the construction completed as quickly as possible. Mr. Fong was also concerned with the construction hours. Mr. Cooney stated that construction hours were 7 a.m. to 7 p.m. per Village Ordinance. Chairman Rogers swore in Marlene Friedrichs, 320 W. Central Road, Mount Prospect, IL. Ms. Friedrichs read in the newspaper that the proposal did not include any residential. She said the presentation now included 200 apartments rather than the 150 that were originally proposed. Ms. Friedrichs stated that the rest of the project is wonderful, but objected to any more apartments in Mount Prospect. Chairman Rogers swore in Wes Pinchot, 747 White gate, Mount Prospect, IL. Mr. Pinchot said he is impressed with the presentation and concept. He asked if the Main Street parking would be adequate for shopping. Mr. Gitten said there would be breezeways along Main Street to lead to adjacent parking areas. Mr. Pinchot asked if parking was adequate for all uses on the property. Mr. Gitten confirmed that parking was adequate and valet parking was included throughout the center. Mr. Donnelly asked where the office population would park. Mr. Hutchens said the office space users would park in the garage. The parking garage would be a shared use with the theater. There was general discussion on locations of the offices and distance from the parking areas. The office space users would be required to park in the garage. Mr. Hutchens said the mixed use concept is to go to the site, park, and create pedestrian traffic. Mr. Pinchot said he was concerned with the signage on Euclid Road for the residents to the North of the proposed site. Mr. Gitten said the sign would not bleed into the residential area. Mr. Pinchot appreciated the proposal and thought it would be a compliment for Mount Prospect. Mr. Donnelly asked about the existing signs for Jewel, Steak and Shake, and Borders. Mr. Conroy said the existing signs would remain, there were no plans to take these down. Chairman Rogers asked if the flags at the entry ways would be taken down, Mr. Conroy said they would. Mr. Hutchens stated there is currently an AMC sign near the Borders building. He said that Casto objected to the look of this sign and AMC allowed them to construct a different sign and move it to a different position. Mr. Donnelly requested a drawing of where all the signs would be located. Mr. Hutchens said they do not have this, but it is something that they could provide in the future. Chairman Rogers swore in Richard Sassan, 1004 N. Elmhurst Road, Mount Prospect, IL. Mr. Sassan said the plans were fabulous and he asked where signage would be along Elmhurst Road. Mr. Conroy said a freestanding pylon sign would be at the signalized intersection off of Elmhurst Road and a second pylon sign at the intersection by the Chase Bank building. Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-15-08 Page 7 Mr. Sassan wanted to know additional information regarding the buildings along the West property line adjacent to Elmhurst Road. Mr. Simmons said the buildings as proposed are to be setback 20 feet from the property line. The buildings would be screened in by landscaping. Mr. Sassan asked the Petitioner how his other projects have affected property values of the nearby residential neighborhoods. Mr. Hutchens said the property values have consistently gone up, more so with commercial. He believed that if nothing was done with Randhurst, the residential property values would fall. Mr. Hutchens believed that the proposed project would stabilize or increase residential property values because there would be more services nearby. Mr. Sassan said the proposed project is good for Mount Prospect. Chairman Rogers called for additional questions or comments; hearing none, the public comment portion of the hearing was closed. Chairman Rogers said he will entertain a motion, but would like it to include all of Staff's recommendations from both the Staff report dated June 18, 2008 and the Staff supplemental memo dated June 26, 2008. Chairman Rogers asked Mr. Donnelly if he had anything additional to add to the motion. Mr. Donnelly thought that the Petitioner would come back with a revised plan for the Planning and Zoning Commission to review with where the real signs would be located and fixing the road situation before they vote. Chairman Rogers said he would like to see the project proceed, otherwise there would be another month before it comes back to the Planning and Zoning Commission. Chairman Rogers suggested that Staff review the signs and make sure that they are within reason. Mr. Cooney said the only signs that are in addition to the proposed plan would be the existing signs on site with the exception of the AMC sign which would be moved within a few feet from where it is currently located. Mr. Cooney confirmed this with the Petitioner. Mr. Donnelly said if the residential was not advertised, is the Planning and Zoning Commission prepared to vote on this. Mr. Cooney stated that Staff is fine with the way the Planned Unit Development was advertised in the newspaper. Mr. Donnelly said he is concerned that they have done this with other developments in the past. Chairman Rogers said he understands Mr. Donnelly's concern, but he believes Staff knows what the Planning and Zoning Commission wants to see regarding this development. Chairman Rogers said he would like to include the residential sketch in the motion and possible reduction of pylon signs at the main entry, but keeping at least seven tenant names on the sign itself. Mr. Donnelly asked if they are approving all the plans on the site plan the way that they are drawn. Mr. Cooney stated that they would be voting on the way the site plans are presented. Mr. Donnelly asked about phasing. There was general discussion on phasing for previous projects and Randhurst. Mr. Conroy said upon approval, he expected the outlots along Elmhurst Road, the Main Street retail and offices, the theater, and parking garage all to be completed by the Spring 2010. The storage facility adjacent to Costco would be delayed for strategic reasons because this is the area where construction materials and equipment would be stored. Once Main Street opens, the storage facility would be completed. Mr. Conroy stated they will have to wait on residential component until at least 2010 to develop the area by Chase Bank and the existing theaters. General discussion continued regarding construction dates and what was being voted on regarding residential. Chairman Rogers confirmed that the vote would give the Petitioner the right to look at residential for the Northwest corner of the property. Chairman Rogers said the Petitioner would be back in front of the Planning and Zoning Commission when the residential would be ready for review. There was general discussion on how the Planning and Zoning Commission would vote on Case Number PZ-15- 08. Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-15-08 Page 8 Mr. Donnelly asked for clarification regarding the maximum building height. Mr. Simmons said the maximum height Variation that the Petitioner requested was for 60 feet across the entire property. Mr. Simmons stated the hotel would be the tallest structure. With any future buildings, the height would be limited including the plans for residential. The 60 foot height is a blanket proposal, the storage facility and parking garage would not be this high. There was further discussion regarding the Variation for maximum height. Mr. Roberts said this is a packaged development. He stated that Commission has to be careful with all of the qualifications that are being piled on. Mr. Roberts does not believe adding all of these qualifications are a good idea, there are a lot of moving pieces. Mr. Roberts said that the Commission needs to trust Staff. Chairman Rogers agreed with Mr. Roberts, but he did not want a 60 foot building next to Boxwood. There was general discussion regarding the Variation for setbacks and the height of the proposed storage facility and parking garage. Mr. Conroy estimated that the storage facility would be around 40 feet in height. The theaters are going to exceed the 30 foot allowed height. Mr. Conroy said the Village of Mount Prospect only allows 30 feet in height unless a Variation is granted. He felt that a 60 foot Variation would provide flexibility and would allow the architectural accent of some towers along the development. Chairman Rogers asked if the Petitioner understood the concerns regarding residential and took them into consideration. Chairman Rogers also asked that if 60 feet were allowed on the entire site, the Petitioner would not build a 60 foot storage facility. Mr. Conroy understood the residential concerns and would not build a 60 foot storage facility. Mr. Donnelly said by giving a 60 foot Variation, it would stay with the property forever. Mr. Cooney suggested that the Planning and Zoning Commission approve the site plan and elevations as submitted. Mr. Cooney understood that there is no elevation provided for the proposed storage facility, but it shall not exceed 60 feet. Chairman Rogers said the only way to resolve this is to let Staff use their best judgment knowing that the Planning and Zoning Commission does not want a 60 foot structure next to residential and let the architect design something appropriate that the Staff could approve or disapprove. Mr. Donnelly asked if the next owner of the property could raise the height of buildings without going before the Planning and Zoning Commission. Chairman Rogers said if a future owner decides to place a new building on the property, it would have to come back via the Planning and Zoning process. Mr. Donnelly asked what if the Petitioner decided to raise a tower in five years. Mr. Cooney stated prior to the Village Board meeting, Staff would ensure in the Ordinance that raising the height could not happen. Staff would also obtain schematic elevations. There was no further discussion. A motion was made and seconded to recommend approval of a Commercial Planned Unit Development, building height and setback Variations, Special Use for signs associated with a large scale development, Variation to allow brighter and taller parking lot lighting than permitted by code, and Variation to install two temporary leasing signs, for the property located at 999 N. Elmhurst Road, Randhurst Village Shopping Center, Case No. PZ-15-08, as detailed below: To Approve: 1) A Conditional Use permit for the Randhurst Village Commercial Planned Unit Development consisting of approximately 979,500 square feet of retail subject to compliance with the following conditions: Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-15-08 Page 9 A. All previous conditional uses for a planned unit development or associated amendments and variations on the subject property are hereby nullified by reference. B. Variation approval to allow: a. A maximum building height of 60 feet. b. A reduction in the required front yard building setback from 30 feet to 20 feet. c. A reduction in the required exterior side yard setback from 30 feet to 15 feet for the existing Jewel retail building. C. Future development of the outlots, or building fayade of individual tenant spaces within the shopping center shall not require an amendment to the approved PUD but review shall be performed at an administrative level; if such future development or fayade plans are in general conformance with the design guidelines submitted by the petitioner and with the character of the previously approved development, then Village staff shall approve the same. In the event that Village staff determines a public hearing is necessary to review a proposed amendment, then a formal application shall be submitted to request an amendment to the approved PUD. D. In addition to land uses permitted within the B-3 Community Shopping Zoning District, the following use exceptions shall also be permitted within the proposed Planned Unit Development: a. Health services, clubs or gymnasiums b. Hotels and motels c. Medical and Dental Laboratories d. Parking lots and structures e. Outdoor display and sales of products the sale of which is a permitted use, subject to compliance with Village regulations pertaining to outdoor sales f. Game rooms g. Residential land uses subject to the following conditions: I. Residential uses shall be restricted to the northwest comer of the property generally bounded by Euclid Road, Elmhurst Road, the northern access road entering from Elmhurst Road, and the central access road entering from Euclid Avenue. II. Residential uses shall be limited to a maximum density of 30 units per acre for the portion of the development constructed for residential use. Ill. The maximum height for future residential uses shall conform to the maximum building height for the PUD. IV. Future development of residential shall be in general conformance with the design guidelines submitted by the petitioner for the PUD. v. Development approval of future residential uses shall be in compliance with the terms and conditions of the development agreement executed between the Village of Mount Prospect and the petitioner, including buy not limited to, public hearings and required public notification. Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-15-08 Page 10 E. In addition to the above use exceptions, the following uses shall be permitted as part of the proposed Planned Unit Development in the locations currently indicated on the site plans. Similar facilities proposed in the future will require an amendment to the PUD. a. Drive through facilities for two existing banking facilities and the proposed third outlot bank building. b. Drive through facility for the Jewel-Osco pharmacy. c. Self-Storage Facility for the building sited along the east property line adjacent to the existing Costco retail building and proposed parking structure. F. Prior to the issuance of a development permit, the Petitioner shall provide final civil engineering drawings for review and approval by the Village. The engineering drawings shall include all site work including utilities, storm water detention, and associated improvements. G. Development of the site in general conformance with the site and landscape plans prepared by Woolpert Inc., dated June 17, 2008 and received by the Community Development Department on June 17,2008. H. Development of the elevations in general conformance with the building elevations prepared by Beame Architectural Partnership, dated June 17,2008, and received by the Community Development Department on June 17,2008 with the following conditions: a. The architecture for the hotel shall be refined to provide more definition at the top of the structure and to take advantage of views upon entering the site. Current design lacks interest at the top of this building. b. The design of individual store fronts will be reviewed at the time a building permit is issued for each tenant space and shall be in general conformance with the design criteria packet prepared by Beame Architectural Partnership. I. Prior to the issuance of a building permit, the petitioner shall submit revised photometric plans which incorporate the final site plan layout. Where feasible, light pole standards shall be placed in curbed islands. To provide uniformity across the property, light poles shall match the style, height, and illumination levels of those previously approved and installed in the Costco parking lot. J. The Petitioner shall construct all building and individual units according to all Village Codes and regulations, including, but not limited to: the installation of automatic fire sprinklers, fire hydrants and roads must be located and constructed according to Development and Fire Code standards. Where applicable, the buildings will also require the installation of a stand pipe system. K. A building permit, in accordance with the current regulations and requirements of the Village of Mount Prospect, must be issued within one (1) year from the date of adoption of the enabling ordinance by the Village Board which authorized the development proposal. The development approvals granted herein, without need for further action by any Village board, commission or official, shall become null and void if no building permit is issued within the one (1) year requirement and improvements completed within a period of eighteen (18) months. 2) A Special Use to allow Signs Associated with a Large Scale Development. Said ground signs shall be designed in general conformance with the sign drawings prepared by Casto Lifestyle Properties, dated May IS, 2008 and received by the Community Development Department on June 17, 2008. Future wall signs for individual tenant spaces shall conform to the Village's sign regulations. 3) A Variation to install two temporary leasing signs 180 square feet in size and 12 feet in height. Said temporary leasing signs shall be located at the southwest corner and northwest corner of the subject property and shall be removed following the completion of the project. Richard Rogers, Chair Planning & Zoning Commission Meeting June 26, 2008 PZ-15-08 Page 11 To Deny: 1) A Variation to increase the maximum fence height permitted along the east property line from six feet in height to eight feet in height. 2) A request to waive the Village's street lighting requirement along the rights-of-way of Elmhurst Road, Kensington Road, and Euclid Avenue adjacent to the subject property. UPON ROLL CALL: A YES: Floros, Haaland, Roberts, Rogers NAYS: Donnelly Motion was approved 4-1. Joseph Donnelly made a motion to adjourn at 11: 12 p.m., seconded by Ronald Roberts. The motion was approved by a voice vote and the meeting was adjourned. ~ ;J# Ryan Kast, Community Development Administrative Assistant H:\PLAN\Planning & Zoning COMM\P&Z 2008\Minules\PZ-15-08 999 N Ebnhurst Rd (Randhurst Village) ,,:~ "''' e'i ~j,..1 p "\ ( \ [~ 'i~ ~ t l ~~! t ) ~ \!!,,~ ~ ~ ~ ~ t I ~ ~ - ' , ~ J -=:> \ r ) ORDINANCE NO. AN ORDINANCE GRANTING A CONDITIONAL USE PERMIT, CERTAIN VARIATIONS AND A SPECIAL USE FOR SIGNAGE FOR PROPERTY LOCATED AT 999 NORTH ELMHURST ROAD, (RANDHURSn, MOUNT PROSPECT, ILLINOIS WHEREAS, CLP/SPF Randhurst LLC, c/o Lifestyle Properties ("Petitioner') has filed a petition for Conditional Use permit for a Commercial Planned Unit Development and Variations with respect to property located at 999 North Elmhurst Road ("Property'), and legally described as follows: Parcel 1 : Lots 1 and 2 (excepting from said lot one that part taken by Department of Transportation State of Illinois in Case No. 87L51078 and also excepting from said Lot One that part conveyed to the people of the State of Illinois, Department of Transportation pursuant to that certain quit claim deed recorded September 29,1995 as document No. 95664230) in Randhurst Center Resubdivision -No.1, being a Resubdivision of Lot One in Randhurst Center, being a subdivision of part of the southeast 1/4 of Section 27, Township 42 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois, according to the plat of said Randhurst Center Resubdivision -No. 1 recorded July 24,1987 in the office of the Recorder of Deeds of Cook County, Illinois as Document No. 87408581 and registered in the office of the Registrar of Titles of said County as document No. LR3637429. Parcel 2: Lot 3 in Randhurst Center Resubdivision - No.1, being a Resubdivision of Lot One in Randhurst Center, being a subdivision of part of the Southeast 1/4 of Section 27, Township 42 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois, according to the Plat of said Randhurst Center Resubdivision -No. 1 recorded July 24,1987 in the Office of the Recorder of Deeds of Cook County, Illinois as Document no. 87408581 and registered in the office of the Registrar of Titles of said County as document No. LR3637429. Parcel 3: North 70 feet of the West 70 feet of the South 120 feet of the East 1/2 of the Southeast 1/4 of Section 27, Township 42 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois. Property Index Number(s): 03-27-401-040/261/262/264/265/267 /268/269/270 03-27-401-271; and WHEREAS, the Petitioner seeks a Conditional Use permit for a Commercial Planned Unit Development consisting of approximately 979,500 square feet of retail space; and WHEREAS, the Petitioner seeks Variations to allow the following: 60' maximum building height, 20' front yard set back, 15' side yard setback, 8' maximum fence height, installation of temporary leasing signs, increased site lighting along the rights-of-way of Elmhurst Road, Kensington Road, and Euclid Avenue adjacent to the "Property" and a Special Use to allow signs associated with the sign drawings prepared by Casto Lifestyle Properties dated May 15, 2008; and WHEREAS, a Public Hearing was held on the requests being the subject of PZ-15-08 before the Planning and Zoning Commission of the Village of Mount Prospect on the 26th day of June, 2008, pursuant to proper legal notice having been published in the Mount Prospect Journal & Topics on the 1 ih day of June, 2008; and A WHEREAS, the Planning and Zoning Commission has submitted its findings on the proposed Conditional Use permit, Variations and Special Use to the President and Board of Trustees; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have given consideration to the requests herein and have determined that the requests meet the standards of the Village that the granting of the proposed Conditional Use permit for a Commercial Planned Unit Development, Variation and Special Use would be in the best interest of the Village. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS ACTING IN THE EXERCISE OF THEIR HOME RULE POWERS: SECTION ONE: The recitals set forth above are incorporated as findings of fact by the President and Board of Trustees of the Village of Mount Prospect. (1) The Conditional Use permit for the Randhurst Village Commercial Planned Unit Development consisting of approximately 979,500 square feet of retail is approved subject to the following conditions: A. All previous conditional uses for a planned unit development or associated amendments and variations on the subject property are hereby declared null and void. B. Future development of the outlots and building fac;ade of individual tenant spaces within the shopping center shall not require an amendment to this Conditional Use but review shall be performed at an administrative level. If such future development or fac;ade plans are in general conformance with the design guidelines submitted by the petitioner and with the character of the previously approved development, then Village staff may approve the same. In the event that Village staff determines that a public hearing is necessary to review a proposed amendment, then a formal application shall be submitted to request an amendment to the approved PUD. C. In addition to land uses permitted within the B-3 Community Shopping Zoning District, the following use exceptions shall also be permitted within the proposed Planned Unit Development: 1. Health services, clubs or gymnasiums 2. Hotels and motels 3. Medical and Dental Laboratories 4. Parking lots and structures 5. Outdoor display and sales of products the sale of which is a permitted use, subject to compliance with village regulations pertaining to outdoor sales 6. Game rooms 7. Residential land uses subject to the following conditions: i. Residential uses shall be restricted to the northwest corner of the property generally bounded by Euclid Road, Elmhurst Road, the northern access road entering from Elmhurst Road, and the central access road entering from Euclid Avenue. 2 ii. Residential uses shall be limited to a maximum density of 30 units per acre for the portion of the development constructed for residential use. iii. The maximum height for future residential uses shall conform to the maximum building height for the PUD. iv. Future development of residential shall be in general conformance with the design guidelines submitted by the petitioner for the PUD as set forth in Exhibit "A". v. Development approval of future residential uses shall be in compliance with the terms and conditions of the Redevelopment Agreement executed between the Village of Mount Prospect and the Petitioner, including but not limited to, public hearings and required public notification. D. In addition to the above use exceptions, the following uses shall be permitted as part of the proposed Planned Unit Development only in the locations currently indicated on the Site Plan dated November 8,2007, a copy of which is attached and made a part of this ordinance as Exhibit "B". Similar facilities proposed in the future will require an amendment to the PUD. a. Drive through facilities for two existing banking facilities and the proposed third outlot bank building. b. Drive through facility for the Jewel-Osco pharmacy. c. Self-Storage Facility for the building sited along the east property line adjacent to the existing Costco retail building and proposed parking structure. E. Prior to the issuance of a building permit, the petitioner shall provide final civil engineering drawings for review and approval by the village. The engineering drawings shall include all site work including utilities, storm water detention and associated improvements. F. Development of the site in general conformance with the site and landscape plans prepared by Woolpert Inc., dated June 17, 2008. G. Development of the elevations in general conformance with the building elevations prepared by Beame Architectural Partnership, dated June 17, 2008. with the following conditions: 1. All final elevations must be approved by staff. Submitted elevations are accepted as preliminary, but greater detail will be required at the top of structures to create varying roof lines by incorporating architectural elements such as differences in wall heights, roof overhangs, canopies or cornices. In the event the Petitioner and staff cannot agree on the final architectural design, the Petitioner may request review and consideration by the Village Board. 3 2. The design of individual store fronts will be reviewed at the time a building permit is issued for each tenant space and shall be in general conformance with the design criteria packet prepared by Beame Architectural Partnership. H. Prior to the issuance of a building permit, the petitioner shall submit revised photometric plans which incorporate the final site plan layout. Where feasible, light pole standards shall be placed in curbed islands. To provide uniformity across the property, light poles shall match the style, height, and illumination levels of those previously approved and installed in the Costco parking lot. I. The Petitioner shall construct all building and individual units according to all Village Codes and regulations. This shall include, but not limited to: the installation of automatic fire sprinklers. Fire hydrants and roads must be located and constructed according to Development and Fire Code standards. Where applicable, the buildings will also require the installation of a stand pipe system as determined by the Village Fire Marshal. J. The Developer must tender all submissions to enable the Village to issue a building permit, in accordance with the current regulations and requirements of the Village of Mount Prospect, within one (1) year from the date of adoption of this ordinance by the Village Board. The development approvals granted by this ordinance shall become null and void (without need for further action by any Village board, commission or official) if no building permit is issued within the one (1) year requirement. All improvements shall be completed within eighteen (18) months of receipt of the initial building permit. K. An approval pursuant to any requested review by a Village consultant, staff member, Board or Commission shall be an approval of only those items specified in any motion, resolution, and ordinance or written report. Under no circumstances shall such an approval be deemed to be the approval of any other matter by virtue of the fact that those other matters may appear on the supporting documents such as a site plan, engineering plan, or plat that was the subject of the review. Neither shall any such written approval be deemed to be an approval of any matter, which is within the jurisdiction of any other Village consultant, staff member, Board or Commission or any County, State or Federal Agency. L. made as follows: In addition, changes to the physical components of the project may only be 1. Minor Field Changes. Minor changes in location or size shown on an exhibit may be approved, in writing, by the Director of Community Development. Typically, a minor field change will not involve a percentage change greater than 3%. However, not all changes of less than 3% shall necessarily be deemed to be minor. The determination of the Director of Community Development as to whether a change is a minor field change shall be final. 2. Village Board Approved Changes. The Village Board may approve, without referral to the Planning & Zoning Commission, such other changes as it believes are in the best interest of the Village and which do not involve changes in actual numerical values set forth in the text of the Ordinance; and which do not have a substantial, direct impact on adjacent properties. The determination of the Village Board as to whether a requested change should be referred to the Planning & Zoning Commission shall be final. 4 3. Changes Requiring a Public Hearing. Any change involving a size, quantity or other numerical value found in the text of the Ordinance or any change having substantial, direct impact on adjacent properties shall not be made except after a public hearing before the Planning & Zoning Commission. Additionally, the Village Board or the Director of Community Development may refer any requested change to the Planning & Zoning Commission for public hearing when either believes it would be in the best interest of the Village to do so. SECTION TWO: Variations are hereby approved to allow: (1) A maximum building height of 60 feet; (2) A reduction in the required front yard building setback from 30 feet to 20 feet; and (3) A reduction in the required exterior side yard setback from 30 feet to 15 feet for the existing Jewel-Osco retail building. SECTION THREE: A Special Use is granted to allow Signs Associated with a Large Scale Development. Said ground signs shall be designed in general conformance with the sign drawings prepared by Casto Lifestyle Properties, dated May 15, 2008 and received by the Community Development Department on June 17, 2008. Future wall signs for individual tenant spaces shall conform to the Village's sign regulations. SECTION FOUR: A Variation is granted to install two temporary leasing signs 180 square feet in size and 12 feet in height. The temporary leasing signs shall be located at the southwest corner and northwest corner of the subject property and shall be removed following the completion of the project. SECTION FIVE: The Village Clerk is hereby authorized and directed to record a certified copy of this Ordinance with the Recorder of Deeds of Cook County. SECTION SIX: This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form in the manner provided by law. AYES: NAYS: ABSENT: PASSED and APPROVED this day of ,2008. A. John Korn Mayor Pro Tem ATTEST: M. Lisa Angell Village Clerk 5 Village of Mount Prospect Community Development Department MOWlt Prospect MEMORANDUM ~ FROM: MICHAEL E. JANONIS, VILLAGE MANAGER DIRECTOR OF COMMUNITY DEVELOPMENT TO: DATE: JULY 10, 2008 RANDHURST VILLAGE REDEVELOPMENT - PROPOSED REDEVELOPMENT AGREEMENT SUBJECT: Attached to this memorandum is a resolution that would approve a Redevelopment Agreement (RDA) for the Randhurst Mall property. 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. 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. I have attached a copy of the draft term sheet that details the scope of the terms to be included in the final RDA. The RDA will be provided to the Village Board for their consideration at their August 5th meeting. William J. Coney Jr. Director of Community Development THIS DOCUMENT WAS PREP ARED BY AND AFTER RECORDING SHOULD BE RETURNED TO: Aarti A. Kotak, Esq. DLA Piper US LLP 203 North LaSalle Street Suite 1900 Chicago, Illinois 60601 This space reserved for Recorder's use only. REDEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation AND [CLP/SPF Trust, or another to-be-formed entity] a Maryland [real estate investment trust/business trust] August _, 2008 CHG02\40258450.! 0 This REDEVELOPMENT AGREEMENT (this "Agreement") is entered into as of the day of August, 2008 by and between the VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporation (the "Village"), and CLP/SPF Trust, or another to- be-formed entity, a Maryland [real estate investment trust/business trust] (the "Developer"). The Village and Developer are referred to individually as a "Party" and collectively as the "Parties". RECIT ALS A. Developer is or will be the fee simple title holder of the retail shopping center located in the Village at the intersection of Rand Road, Kensington A venue and Elmhurst Road, which property is legally described on Exhibit A-I attached hereto and made a part hereof (the "Property"). B. On the date hereof, pursuant to and in accordance with the provisions of Sections of the Zoning Code of the Village (the "Zoning Code"), the Village adopted Ordinance No. , entitled [INSERT PUD APPROVAL ORDINANCE TITLE] (the "PUD Ordinance"). The PUD Ordinance allows conditional and special uses and variations applicable to the Property so that the Project (as hereinafter defined) can be constructed thereon and incorporates certain plans which have been reviewed and are hereby approved by the Village (the "PUD Plans") and the detailed site plan depicting the Project attached hereto as Exhibit B. C. Pursuant to and in accordance with the provisions of the Business District Development and Redevelopment Act (65 ILCS 5/11-74.3-1 et seq.) (the "Act"), the Village's Mayor and Board of Trustees (the "Corporate Authorities") have engaged a consultant to determine the eligibility of the Business District under the Act and will take all necessary steps and hold all necessary hearings requisite to the adoption of (i) an ordinance (the "Designation Ordinance") designating the property legally described on Exhibit A-2 (the "BD Property"), which property includes all of the Property except that portion currently leased by Developer to Costco (Wholesale Corporation, as a "business district" (the "Business District"), and (ii) an ordinance approving a "redevelopment plan" with respect to such Business District (the "Redevelopment Plan") within the meaning of the Act. The Designation Ordinance and/or any companion ordinance shall impose a Business District Retailers' Occupation Tax upon all persons engaged in the business of selling tangible personal property within the Business District at the rate of one-quarter (0.25%) percent of the gross receipts from the sales made in the course of such business (the "BD Tax"). D. Further, the Village, pursuant to its home rule authority and Chapter 65, Sections 5/8-11-6a and 5/11-42-5 of the Compiled Statutes of the State, respectively, has agreed to impose the following additional taxes: (i) an increase in the Village-wide hotel tax to six percent (6%) total (the "Hotel Tax") and (ii) an amusement tax on the sale of tickets to an entertainment event, including the sale of movie theater tickets, in the amount of twenty-five cents ($0.25) per ticket (the "Amusement Tax"). E. Developer proposes to redevelop or cause to be redeveloped the Property as follows (collectively, the "Project") in accordance with the PUD Plans, as the same may be CHG02\40258450 10 2 modified and/or amended: (i) demolition, redesign and construction of the existing multi-tenant building in the center of the Property, (ii) various tenant improvements to the premises of certain existing anchor stores, (iii) construction of a new commercial movie theater at the northeast comer of the Property, (iv) construction of approximately 155,000 square feet of newly constructed retail space, (v) construction of approximately 20,000 square feet of newly constructed office space, (vi) leasing of the Property to office, retail and restaurant users and (vii) construction of an approximately 120-room hotel. F. Developer cannot undertake the redevelopment of the Property and construction of the Project in an economically feasible manner unless it is reimbursed a portion of Project Costs, as hereinafter defined and provided. G. The Village seeks to encourage Developer's redevelopment of the Property and construction of the Project, and, in order to make it economically feasible for Developer to do so, the Village has agreed to contribute to the capital of the Developer up to the Maximum Reimbursement Amount (as hereinafter defined), using Amusement Taxes, Business District Taxes, Food and Beverage Taxes, Hotel Taxes and Sales Taxes (as such terms are hereinafter defined). NOW, THEREFORE, in consideration of the foregoing recitals, the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1: RECITALS The recitals set forth above are accurate and are expressly incorporated into this Agreement by this reference thereto as if fully set forth in this Section 1. SECTION 2: AUTHORITY This Agreement is entered into by the Village pursuant to applicable law, including provisions of the Illinois Constitution of 1970. SECTION 3: DEFINITIONS For purposes of this Agreement, in addition to the terms defined in the foregoing recitals, the following terms shall have the meanings set forth below: (A) Accretion Amount. An amount equal to the product of the outstanding principal balance of Note A and the Accretion Rate, which amount shall be calculated and increase the principal balance of the Note on a semi-annual basis. (B) Accretion Rate. A rate equivalent to the median value of the 10-year Treasury constant maturity as published in the daily Federal Reserve Release for fifteen (15) business days prior to the Issuance Date (as defined below) plus three hundred (300) basis points. (C) Affiliate. With respect to Developer, "Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by or under common control of Developer. With CHG02\40258450.! 0 3 respect to a Permitted Mortgagee, "Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by or under common control of such Permitted Mortgagee. (D) Amusement Taxes. One-hundred percent (100%) of the Amusement Tax generated by the Property. Hearings for the Amusement Tax and consideration and adoption of the Amusement Tax shall occur on or before October 1, 2008; provided, however, the Amusement Tax shall not be given effect until May 1,2010. (E) Business District Reimbursement Termination Date. The date which IS twenty-three (23) years after the date of the adoption of the Designation Ordinance. (F) Business District Taxes. One-hundred percent (100%) of the BD Tax generated from the Property from the date the BD Tax is adopted by the Corporate Authorities until the Business District Reimbursement Termination Date and distributed to the Village pursuant to the Act. (G) Closine: Date. The date of execution and delivery of this Agreement by all parties hereto, which shall be deemed to be the date appearing in the first paragraph of this Agreement. (H) Department. The Illinois Department of Revenue. (I) Director. The Director of the Department of Community Development of the Village or his/her designee(s). (1) Food and Beverae:e Taxes. One-hundred percent (100%) of the food and beverage tax of 1%, as codified in Section of the Village's Municipal Code, generated on the Property. (K) Hotel Taxes. One-hundred percent (100%) of the Hotel Tax generated by the Property. Hearings for the Hotel Tax and consideration and adoption of the Hotel Tax shall occur on or before October 1,2008. (L) Maximum Reimbursement Amount. The sum of Twenty Five Million and No/lOO Dollars ($25,000,000.00), exclusive of any costs of issuance, capitalized interest and debt service reserve plus any Accretion Amount. (M) Plede:ed Taxes. The Taxes which are deposited in the Special Funds. (N) Proiect Costs. Those costs incurred by Developer as of and after the Closing Date in furtherance of the redevelopment of the Property and the construction of the Project. Project Costs are those itemized costs set forth on Exhibit C attached hereto and made a part hereof. (0) Sales Taxes. One-hundred percent (100%) of the Village's local distributive share of the Municipal Retailers' Occupation Taxes generated by sales on the Property from the Closing Date through the term of this Agreement in excess of two hundred thirty six million five hundred thousand dollars ($236,500,000.00) and paid to the Village by the State of Illinois CHG02\40258450.! 0 4 pursuant to the Illinois Retailers Occupation Tax Act (35 ILCS 120/1), as supplemented and amended from time to time, or any substitute sales tax therefor as provided by the State in the future. (P) Semi-Annual Payment Date. The date which is thirty (30) days following the Village's collection of Taxes, including the Village's receipt of Sales Taxes from the Department, including all Taxes generated by the Property for the immediately preceding 6- month period. (Q) State. The State of Illinois. (R) Special Funds. One or more special tax allocation funds to be established by the Village into which the Village shall deposit the Taxes generated during the term of this Agreement. Separate Special Funds shall be established to provide for the deposit and maintenance of the Business District Taxes and the balance of the Taxes. (S) Taxes. Amusement Taxes, Business District Taxes, Food and Beverage Taxes, Hotel Taxes and Sales Taxes, collectively. (T) Villa2e Funds. The funds paid to the Developer pursuant to this Agreement. SECTION 4: APPROVAL OF PUD PLANS The Developer has delivered the PUD Plans to the Village, and the Village has approved the same subject to the terms and conditions of the PUD Ordinance. SECTION 5: FINANCING (A) Total Proiect Cost and Sources of Funds. The cost of the Project is estimated to be $154,006,000. It is anticipated that such costs will be funded from a combination of Developer equity and lender financing, as well as from Village Funds. (B) Villa2e Funds. Subject to the terms and conditions of this Agreement, the Village hereby agrees to contribute to the capital of the Developer, for the sole purpose of funding capital improvements, an amount equal to the Project Costs, up to the Maximum Reimbursement Amount, from the Amusement Taxes, Business District Taxes, Food and Beverage Taxes, Hotel Taxes and Sales Taxes. The parties agree that no portion of the Village's contribution (i) shall be used for the payment of operating expenses or dividends and (ii) represents a prepayment for future goods or services to be delivered by the Developer as set forth in the Redevelopment Plan. (C) Creation of Business District. The Village agrees to take all necessary steps to create the Business District, including, but not limited to, hiring an independent consultant to establish the eligibility of the Business District, perform any required studies and prepare any required plans, and causing all public hearings and Village Board of Trustees meetings to be held as required by the Act. Once the Business District is established, the Village agrees to impose the BD Tax. The Village also agrees to perform all necessary actions to preserve the eligibility CHG02\40258450. I 0 5 of any Project Costs associated with the creation of the Business District or the execution of this Agreement. (D) Imposition of Hotel Tax. The Village agrees to adopt the Hotel Tax on or before October 1, 2008 and will make the Hotel Tax available as a source of repayment for, as applicable, Note A and/or the Bonds upon the earlier to occur of (i) the issuance of a certificate of occupancy for the hotel being constructed on the Property; (ii) the opening of the hotel being constructed on the Property for business; and (iii) the issuance of Certificate of Completion 2. (E) Imposition of Amusement Tax. The Village agrees to adopt the Amusement Tax on or before October 1, 2008 but to delay the effect thereof until May 1, 2010. Once effective, the Amusement Tax shall be available as a source of repayment for, as applicable, Note A and/or the Bonds upon the earlier to occur of (i) the issuance of a certificate of occupancy for the new movie theater being constructed on the Property; (ii) the opening of the new theater being constructed on the Property for business; and (iii) the issuance of Certificate of Completion 2. (F) Note A/Bonds. (1) Issuance of Note A. At Developer's election, and to evidence the Village's contractual obligations to contribute to the capital of Developer the Maximum Reimbursement Amount, the Village will issue a taxable note ("Note A") to Developer or its designee in the form attached hereto as Exhibit D upon the later of the Closing Date or the request of the Developer (the "Note Issuance Date") in an aggregate initial principal amount equal to the amount of Project Costs which have been incurred by the Developer by the Note Issuance Date up to a maximum principal amount of $25,000,000. After the initial issuance of Note A, if the principal balance of Note A is less than $25,000,000, then the principal balance of Note A will be increased when the Developer submits evidence that it has incurred additional costs pursuant to Section (H) below up to a maximum of $25,000,000. The outstanding principal balance of Note A shall be further increased by the Accretion Amount. Note A will have a first lien on the Taxes. Upon issuance of the Bonds (as hereinafter defined), the lien of Note A will automatically subordinate to the lien(s) of the Bonds with respect to the source(s) of Taxes which are the source(s) of the repayment of such Bonds and Note A shall be re-issued to the extent possible as tax-exempt. (2) Payments on Note A. Note A shall be payable from the Taxes as follows: (a) Note A shall be payable from the Business District Taxes upon the adoption of the Designation Ordinance and on each succeeding Semi-Annual Payment Date until the Business District Reimbursement Termination Date and upon proof that Developer has incurred Project Costs which are eligible for reimbursement under the Redevelopment Plan equal to or in excess of revenues generated from Business District Taxes; (b) Note A shall be payable from the Food and Beverage Taxes upon the issuance of Certificate of Completion 2, and on each succeeding Semi- Annual Payment Date through the end of the Term; (c) Note A shall be payable from the Hotel Taxes upon the earlier to occur of (i) the issuance of a certificate of occupancy for the hotel being constructed on the Property; (ii) the opening of the hotel being constructed on the Property for business and (iii) the issuance of Certificate of Completion 2, and on each succeeding Semi- Annual Payment Date through the end of the Term; (d) Note A shall be payable from CHG02\40258450.! 0 6 Amusement Taxes upon the earlier to occur of (i) the issuance of a certificate of occupancy for the new movie theater being constructed on the Property, (ii) the opening of the new movie theater being constructed on the Property for business and (iii) the issuance of Certificate of Completion 2, and on each succeeding Semi-Annual Payment Date through the end of the Term; and (e) Note A shall be payable from Sales Taxes upon the issuance of Certificate of Completion 2, and on each succeeding Semi-Annual Payment Date through the end of the Term. All payments under Note A shall be disbursed to accounts established by Developer according to instructions provided to the Director by Developer. (3) Assignment of Note A. Note A may be (i) assigned or pledged at any time as collateral to any lender(s) providing financing and (ii) until the date which is two years after the issuance of Certificate of Completion 2, sold or assigned with the reasonable consent of the Director; and (iii) after the date which is two years following the issuance of Certificate of Completion 2, sold or assigned without restriction. (4) Accounting. Together with every semi-annual disbursement delivered to Developer, the Village shall prepare and deliver to Developer an accounting of the Special Funds showing: (i) the amount of Project Costs disbursed to Developer to date, detailing the Village Funds paid to Developer in accordance with the issuance of any Bonds and/or under Note A; and (ii) the remaining principal balance due under Note A. (5) Budgeting of Funds. To the extent the Village is required to do so by law, the Village shall take such actions as may be required from time to time to budget for the funds to be reimbursed pursuant to State law to satisfy its obligations to Developer under this Agreement and under Note A. (6) Bonds. The Village shall issue one or more series of revenue bonds (the "Bonds") in the amount required to yield up to the Maximum Reimbursement Amount in net proceeds (after provision for debt service coverage, capitalized interest, debt service reserve and closing costs) to retire all or a portion of Note A. The source of repayment for the Bonds will be one or more of the Taxes, and, to the extent issued, the Bonds will have a first lien on the pledged Taxes. The Bonds shall be issued by a qualified investment banker (the "Underwriter") chosen at the Village's reasonable discretion and reasonably acceptable to Developer. The Village will issue: (i) one or more series of Business District revenue bonds ("BD Bonds") that will have an amortization schedule of up to twenty-three (23) years as allowed by the Act and (ii) one or more series of revenue bonds supported by the Sales Taxes, Amusement Taxes, Food and Beverage Taxes and Hotel Taxes that will have an amortization of up to thirty (30) years, and to the extent necessary, the debt service coverage on the Bonds will be pledged for early payment of the principal to enhance the marketability of the Bonds The BD Bonds may be issued in one or more series upon Developer's request at any time following the issuance of Completion Certificate 1 and upon a determination by the Underwriter that the BD Bonds are marketable. Other Bonds supported by the Sales Taxes, Amusement Taxes, Food and Beverage Taxes and Hotel Taxes may be issued upon Developer's request at any time following the issuance of Completion Certificate 2 and upon a determination by the Underwriter that such Bonds are marketable. CHG02\40258450.\ 0 7 The Village and Developer shall make all reasonable efforts, to the extent possible, to ensure that the Bonds and any re-issued Note A (as set forth in the following sub-paragraph) will be exempt from federal taxation under the Internal Revenue Service Code. (G) Re-Issuance of Note A. Following the issuance of any Bonds, the outstanding principal balance of Note A (in the event that Developer elects to direct Note A to be issued) will be reduced by the amount of net proceeds of the Bonds when such Bonds are issued, and the Village will re-issue Note A to the Developer in the new principal amount. To the extent necessary, the Village shall bifurcate Note A as necessary to ensure to the extent possible the tax-exempt status of the Village's obligations. Upon issuance of the Bonds, the Village shall prepare a debt service schedule for Note A, if applicable, in accordance with which any remaining payments on Note A shall be made. DEVELOPER ACKNOWLEDGES THAT ALL AMOUNTS DUE UNDER NOTE A AND THE BONDS SHALL BE PAYABLE SOLELY FROM THE TAXES COLLECTED AND REMITTED TO THE VILLAGE AS SET FORTH IN THIS AGREEMENT. DEVELOPER FURTHER ACKNOWLEDGES THAT THE VILLAGE'S OBLIGATIONS HEREUNDER SHALL CONSTITUTE LIMITED OBLIGATIONS OF THE VILLAGE AND THAT SAID OBLIGATIONS DO NOT NOW AND SHALL NEVER CONSTITUTE A GENERAL INDEBTEDNESS OF THE VILLAGE WITHIN THE MEANING OF ANY STATE OF ILLINOIS CONSTITUTIONAL OR STATUTORY PROVISION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE VILLAGE OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWER. (H) Evidence of Expenditure. Prior to receiving any reimbursement of the Project Costs, the Developer shall submit to the Village evidence of expenditure of any itemized costs as detailed on the project budget attached hereto as Exhibit C. The following shall be deemed to be acceptable forms of evidence: escrow disbursement statements, cancelled checks and/or invoices, lien waivers evidencing payment of the Project Costs or, in the event the foregoing items are not available, such other evidence reasonably acceptable to the Village that confirms that Developer has expended the amounts for which Developer then seeks reimbursement. Within seven (7) days of receipt of Developer's evidence of expenditure, the Village shall increase the principal balance of Note A. (I) Special Funds. (1) Establishment of Special Fund. The Village shall establish the Special Funds, which shall be accounted for and held as required by applicable State law, including, but not limited to, the provisions of the Redevelopment Plan and the Act, for purposes of distributing Business District Taxes and the revenues from the other Taxes in accordance with the provisions of this Agreement. Thereafter, the Village shall deposit into the Special Funds all Taxes generated by the Property that are collected by the Village, including those Sales Taxes distributed to the Village by the Department. (2) Other Terms Governing the Special Funds. The Special Funds shall be governed by, and subject to, the following additional terms and understandings of the Parties: CHG02\40258450 10 8 (i) The Village covenants that, through the term of this Agreement, it shall not: (a) encumber the Special Funds for any purpose, nor shall it borrow, use or pledge the Special Funds unless otherwise agreed to by Developer; (b) use funds in the Special Funds directly or indirectly in any fashion other than as set forth in this Agreement; or (c) use funds in the Special Funds to replace any other source of revenue or to repay any other obligation of the Village now existing or arising during the term of this Agreement. (ii) The Village shall automatically and punctually pay Developer, or cause Developer to be paid, the applicable Taxes deposited in the Special Funds pursuant to this Agreement and Note A through the term of this Agreement. The Village shall have no obligation to pay, transfer or advance other money or otherwise incur any financial liability in the performance of any duties of the Village under this Agreement. (iii) All interest earned on the investment of the monies deposited in the Special Funds from time to time shall be deposited into the Special Funds and used to pay the amounts that are to be distributed under the terms of this Agreement. (J) Documentation of Taxes. (1) Filing. Developer shall use commercially reasonable efforts to cause each tenant within the Business District to: (i) file a separate IDOR Form ST-I and ST-2 (or any successor reporting form) with the Department in order to separately identify the Business District Taxes and Sales Taxes that result from retail sales on the Property; (ii) to the extent available, supply or cause to be promptly supplied to the Village, copies of its State sales tax returns filed with the Department promptly after filing thereof; and (iii) designate retail sales as being sales originating from the Business District that are subject to the imposition of the Business District Tax and other Taxes hereinabove described to the fullest extent permitted by law. Additionally, the Developer shall use commercially reasonable efforts to cause each tenant subject to the Food and Beverage Tax, Hotel Tax, and Amusement tax to provide the Village with copies of those tax filings, returns, or renditions for the food and beverage sales, hotel revenues, and theater ticket sales on the Property. In lieu of the foregoing, the Developer shall provide, and the Village shall accept, an affidavit from Developer certifying, based on information provided by such tenants to Developer and to Developer's knowledge, the Business District Taxes and other Taxes that result from retail sales on the Property. (2) Confidentiality. To the extent permitted by law, the Village shall endeavor to maintain the confidentiality of the information contained in the reports filed with the Department but shall be permitted to disclose such information to such Village employees and consultants as the Village, in its reasonable discretion, deems appropriate in order to monitor compliance and audit this Agreement. The Village may disclose such information pursuant to the provisions of the Illinois Freedom of Information Act or similar statute unless it determines the request is. exempt. If the Village receives a request pursuant to the Illinois Freedom of Information Act or similar statute which the Village determines to be exempt, prior to the Village refusing to provide such information, the Village shall notify Developer and provide Developer with a copy of the request. Developer shall have the opportunity, within three (3) business days (or such lesser period of time as may be necessary for the Village to respond to the request within the statutory time period), to notify the Village that it consents to the request. If no consent is CHG02\40258450.10 9 received within said time period, the Village may proceed to refuse to disclose the information. If an action is ever commenced against the Village pursuant to the Illinois Freedom of Information Act or similar statute as a result of withholding any information contained in reports filed with the Department and delivered to the Village, Developer agrees to indemnify the Village and its officers, agents and employees against, and to hold the Village and its officers, agents and employees harmless from, all costs, liabilities, damages, suits, causes of action and expenses (including, without limitation, attorneys' fees) imposed on or incurred by the Village and its officers, agents and employees in conjunction with such action. (3) Audit. Following the close of each fiscal year of the Village, as is usual and customary and required by law, the Village shall undertake to audit the financial transactions of the Village contemplated herein in the manner provided by law. After any such audit is completed and accepted by the Village, the Village shall provide to the Developer a certified copy of those portions of each such audit that concern funds received by, deposited in and/or disbursed from the Special Funds. Each audit shall show and give an accounting of the receipts of and disbursements from the Special Funds. The reasonable costs of such audit attributable to the Special Funds up to a maximum aggregate of $5,000 in any calendar year shall be paid by Developer from the reimbursements paid to it by the Village hereunder. SECTION 6: ISSUANCE OF CERTIFICATES OF COMPLETION 1 AND 2 (K) Certificate of Completion 1. On the Closing Date, the Village shall issue an initial certificate of completion ("Certificate of Completion I"). (L) Certificate of Completion 2. Upon delivery of the following documentation in a form satisfactory to the Village, and upon Developer's written request, the Village shall issue Developer a final certificate of completion ("Certificate of Completion 2"), certifying that Developer has fulfilled its obligation to complete the Project in accordance with the terms of this Agreement: (i) Evidence of construction ofthe shell building of the new movie theater; (ii) An executed lease with the operator of the movie theater; (iii) Evidence of construction of the shell of at least 124,000 square feet of new retail and restaurant space; (iv) Executed leases with tenants occupying at least 77,500 square footage of new retail and restaurant space; (v) A fully-executed Lease Termination Agreement between Developer and Steve & Barry's Illinois LLC. This requirement is deemed satisfied by the Village; and (vi) Evidence of the termination of that certain Redevelopment and Economic Incentive Agreement between Developer, as successor to Rouse-Randhurst Shopping Center, LLC, and the Village, dated as of August 5, 2003. CHG02\40258450.! 0 10 The Village shall respond to the Developer's written request for Certificate of Completion 2 within fifteen (15) days by issuing Certificate of Completion 2 or detailing in writing the issues which prompt the Village to withhold the issuance of Certificate of Completion 2. Upon completion of the items so identified, the Village shall proceed to issue Certificate of Completion 2 promptly. The Village's failure to respond within said IS-day period shall be deemed (i) an acknowledgment that items (i)-(vi) above have been satisfied and (b) the issuance of Certificate of Completion 2. SECTION 7: RESIDENTIAL USES (M) Residential Property. The PUD Ordinance provides for residential uses in the northwest comer of the Property generally bounded by Euclid A venue, Elmhurst Road, the northern access road entering from Elmhurst A venue and the central access road entering from Euclid Avenue (the "Residential Property"). Residential uses shall be limited to a maximum density of thirty (30) units per acre with a maximum building height of sixty (60) feet. (N) Review of Residential Plans. In the event Developer elects to develop the Residential Property with primarily residential uses, Developer shall submit all plans related to such residential uses, including, but not limited to, a site plan, landscape plan, signage plan and elevations (the "Residential Plans") to the Director. The Director, upon receipt of the Residential Plans, shall forward the Residential Plans to the planning and zoning commission of the Village (the "P&Z Commission") for their review and recommendation to the Board of Trustees of the Village (the "Village Board"). The P&Z Commission shall hold a public hearing (the "P&Z Hearing") in compliance with state statutes and the Zoning Code, as the same may be amended from time to time. (0) Notice ofP&Z Hearing. Notwithstanding anything to the contrary herein or in the Zoning Code, the following notice requirements shall apply to the P&Z Hearing: (i) not more than thirty (30) days nor less than fifteen (15) days prior to the date of the P&Z Hearing, the Director shall cause notice thereof to be published at least once in a newspaper of general circulation within the Village; (ii) the Director shall cause one or more signs in accordance with the provisions of Section I4.203-G(5) of the Zoning Code to be posted on the Residential Property and (iii) the Director shall cause a copy of a the public notice to be mailed to all property owners within two hundred and fifty (250) feet of the Residential Property, exclusive of right of way width. The mailed notice shall contain the case number assigned to the Residential Plans, if applicable, an appropriate description of the location of the Residential Property, a brief statement on the nature of the P&Z Hearing, the name and address of the Developer, and the date, time and location of the P&Z Hearing. (P) Village Board Meeting. The Director shall submit the written recommendations of the P&Z Commission regarding the Residential Plans to the Village Board within thirty (30) days of conclusion of the P&Z Hearing. Extension of this time period may be allowed by mutual consent of the Developer and the Director. The Village Board shall make a final decision on the Residential Plans after receiving the recommendation of the P&Z Commission. If the Residential Plans fail to receive a favorable recommendation from the P&Z Commission, approval shall not be granted by the Village Board unless there is a concurring vote of five (5) if CHG02\40258450.10 11 all seven (7) members of the Corporate Authorities are present and voting, and a concurring vote of four (4) if less than seven (7) members of the Corporate Authorities are present and voting. (Q) Non-Residential Uses. In the event Developer elects to develop the Residential Property with office, retail or restaurant uses, Developer shall submit plans for such uses to the Director for administrative review pursuant to Section l(B) of the PUD Ordinance. SECTION 8: INSURANCE Developer shall provide and maintain, or cause to be provided, at Developer's own expense during, as applicable, the construction of the Project or the term of the Agreement, the insurance coverages and requirements specified below, insuring all operations related to the construction of the Project and the Property. The Village is to be named as an additional insured on all liability policies (with the exception of professional liability insurance). [UNDER REVIEW] (R) After Construction. (i) Workers Compensation and Employers Liability Insurance Workers compensation and employers liability insurance, as prescribed by applicable law, covering all employees who are to provide a service under this Agreement and employers liability coverage with limits of not less than $100,000 each accident or illness. (ii) Commercial General Liability Insurance (Primary and Umbrella/Excess) Commercial general liability insurance or equivalent with limits of not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages shall include the following: all premises and operations, products/completed operations, independent contractors, separation of insured, defense, and contractual liability. (iii) All-Risk/Special Coverage All risk property/special coverage insurance, including improvements and betterments in the amount of full replacement value of the Project and inventory located thereon. Coverage extensions shall include business interruption/loss of rents, flood and boiler and machinery. (8) Durine: Construction. (i) Workers Compensation and Employers Liability Insurance Workers compensation and employers liability insurance, as prescribed by applicable law, covering all employees who are to provide a service under this Agreement and employers liability coverage with limits of not less than $500,000 each accident or illness. (ii) Commercial General Liability Insurance (Primary and Umbrella) CHG02\40258450 10 12 Commercial general liability insurance or equivalent with limits of not less than $5,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages shall include the following: all premises and operations, products/completed operations (for a minimum of two years following issuance of Certificate of Completion 2), explosion, collapse, underground, independent contractors, separation of insured, defense, and contractual liability (with no limitation endorsement). (iii) Automobile Liability Insurance (Primary and Umbrella) When motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, Developer's general contractor shall provide automobile liability insurance with limits of not less than $2,000,000 per occurrence for bodily injury and property damage. (iv) Builders Risk Insurance When Developer's general contractor undertakes any construction, including improvements, betterments, and/or repairs, Developer or such general contractor shall provide, or cause to be provided all risk builders risk insurance at replacement cost for materials, supplies, equipment, machinery and fixtures that are or will be part of the permanent facility. Coverages shall include but are not limited to the following: collapse, boiler and machinery. (v) Professional Liability When any architects, engineers, construction managers or other professional consultants perform work in connection with this Agreement, professional liability insurance covering acts, errors, or omissions shall be maintained with limits of not less than $1,000,000. Coverage shall include contractual liability. (T) Excess Covera2:e. Excess liability coverage above all primary liability coverages that follows the form of the underlying liability coverages, in an amount of not less than $5,000,000 per occurrence. (U) Other Requirements. Developer will furnish the Village with copies of certificates of insurance evidencing the required coverage to be in force on the date of this Agreement, and renewal certificates of insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. The receipt of any certificate does not constitute agreement by the Village that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the Village to obtain certificates or other insurance evidence from Developer shall not be deemed to be a waiver by the Village. The Developer shall advise all insurers of this Agreement's provisions regarding insurance. Non-conforming insurance shall not relieve Developer of the obligation to provide insurance as specified herein. CHG02\40258450.! 0 13 Developer shall endeavor to obtain a policy which provides for 30 days prior written notice to be given to the Village in the event coverage is substantially changed, canceled, or non- renewed. Developer agrees that insurers shall waive rights of subrogation against the Village, its employees, elected officials, agents, or representatives. Developer expressly understands and agrees that any coverages and limits furnished by Developer shall in no way limit Developer's liabilities and responsibilities specified within this Agreement or by law. Developer expressly understands and agrees that Developer's insurance is primary and any insurance or self insurance programs maintained by the Village shall not contribute to insurance provided by Developer under the Agreement. Developer shall require its general contractor, and all subcontractors hired by its general contractor, to provide the insurance required herein or Developer may provide the coverages for the general contractor or its subcontractors. SECTION 9: TERM Upon the earlier to occur of (i) the expiration of the term of the series of Bonds issued yielding Developer proceeds equal to the Maximum Reimbursement Amount, (ii) the date on which all obligations under this Agreement have been discharged, including, but not limited to, payments on the Bonds and on Note A and (iii) 35 years following the issuance of Certificate of Completion 2 (the "Term"), this Agreement shall be and become null and void and of no further effect whatsoever, without further action on the part of the Village or any other person, firm or corporation. Notwithstanding the foregoing, this Agreement shall remain in effect for purposes of audit and final accounting and for purposes of enforcement actions hereon. Once such final accounting is completed and any remaining monies to be paid to Developer pursuant to the terms of this Agreement are paid, Note A shall be marked "canceled" and returned to the Village. SECTION 10: CONDITIONS TO CLOSING The following conditions shall be complied with to the Village's satisfaction prior to or on the Closing Date: (V) Evidence of Financial Condition of Developer. Developer has submitted to the Village evidence of its financial condition, in a form reasonably acceptable to the Village, including evidence that there is sufficient equity and committed debt to fund the construction of the Project. (W) Title. Developer has furnished the Village with a copy of a title commitment or title insurance policy for the Property, identifying the Developer as the owner of the Property. (X) Evidence of Clean Title. Developer has provided the Village searches, under the Developer's name, as follows: CHG02\40258450 10 14 Secretary of State (IL and DE) Secretary of State (IL and DE) Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder U. S. District Court Clerk of Circuit Court, Cook County UCC search Federal tax liens search UCC search Fixtures search State tax liens search Pending suits and judgments Federal litigation search Pending suits and judgments (Y) Opinion of Developer's Counsel. On the Closing Date, the Developer has furnished the Village with an opinion of counsel regarding Developer's authority to enter into this Agreement. (Z) Insurance. Developer has insured the Property in accordance with Section 8 and has delivered a certificate(s) evidencing the required coverage to the Village. SECTION 11: REPRESENTATIONS (AA) Villa2e Representations. The Village hereby represents and warrants that, as of the Closing Date, it has the full lawful right, power and authority, under currently applicable law and in accordance with its powers as a home rule municipality, to execute and deliver, and to perform the terms and provisions of this Agreement; and as of such date of execution, delivery and performance have been duly and validly authorized and approved by all necessary Village proceedings, findings and actions, so that this Agreement is valid and binding against the Village in accordance with its terms. (BB) Developer Representations. The Developer hereby represents and warrants that It IS a in good standing under the laws of Maryland and is duly authorized to transact business in the State; that it has the full lawful right, power and authority, under currently applicable law, to execute, deliver and perform the terms and provisions of this Agreement; that it has been duly and validly authorized and approved by all necessary company proceedings to execute, deliver and perform the terms and provisions of this Agreement; and that the Agreement will be valid and binding against the Developer in accordance with its terms. SECTION 12: MUTUAL ASSISTANCE The Village and Developer agree to do all things necessary or appropriate to carry out, and to aid and assist each other in carrying out, the terms of this Agreement and in implementing the Parties' intent, as reflected by the terms of this Agreement. SECTION 13: SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to the benefit of the Parties' respective successors and assigns. Prior to the earlier of (i) the second (2nd) anniversary of the issuance of Certificate of Completion 2 or (ii) the date that is five (5) years following the Closing Date, this Agreement may not be assigned by Developer to any party without the Village's consent, which CHG02\40258450.\ 0 15 consent shall not be unreasonably withheld; provided however, Developer shall be permitted to assign its interest in this Agreement at any time without the Village's prior written consent to an Affiliate or, for collateral purposes, to its construction and/or permanent lender(s) or any Permitted Mortgagee (as hereinafter defined). Notwithstanding anything to the contrary contained in this Agreement, from and after the earlier of (i) the second (2nd) year anniversary of the issuance of Certificate of Completion 2 or (ii) five (5) years following the Closing Date, there shall be no further restrictions on transfer of the Property or assignment of this Agreement. SECTION 14. MORTGAGING OF THE PROJECT Any mortgage which Developer may hereafter elect to execute and record or permit to be recorded against the Property or any portion thereof, as the same may be amended, extended or otherwise modified, is referred to herein as a "New Mortgage". Any New Mortgages which (a) are not made in favor of mortgagees who appear on any list of persons, entities and governments issued by the Office of Foreign Assets Control of the United States Department of Treasury pursuant to Executive Order 13224, and (b) are made in favor of a mortgagee having, at the time such mortgage is made, total assets in excess of $500,000,000, are referred to herein as "Permitted Mortgages." The holder of any such Permitted Mortgage, together with its successors and assigns, is referred to herein as a "Permitted Mortgagee." A Permitted Mortgagee may transfer any or all of its interest in a Permitted Mortgage, or the Property after acquisition thereof, without the consent of the Village and without affecting the status of such mortgage as a Permitted Mortgage. The Village's approval shall be required (and shall not be unreasonably withheld, conditioned or delayed) for any mortgage which is not a Permitted Mortgage and upon such approval such mortgage shall be considered a "Permitted Mortgage". A Permitted Mortgagee shall be permitted to exercise its remedies upon a default under such Permitted Mortgage, including acquiring title in the Property in its name or the name of an Affiliate through foreclosure, or through sale of the Property or the lien of its mortgage, or by accepting a deed in lieu of foreclosure, without the consent of the Village. The Village acknowledges and agrees that a Permitted Mortgagee will never be obligated to (a) make any payments to the Village that might be required under the terms of this Agreement or (b) repay any Village Funds previously paid by the Village under this Agreement. The Village agrees to provide any Permitted Mortgagee notices sent pursuant to Section 15 and to permit such Permitted Mortgagee an additional forty five (45) days to cure any default (and if such default is not capable of being cured within such 45-day period, such additional period as is reasonably necessary to effectuate a cure so long as the Permitted Mortgagee is diligently pursuing to cure same) and, if applicable, to provide the aforesaid written assurance and acceptance of assignment of Developer's interest. This Section 14 shall not apply, and notwithstanding anything to the contrary contained in this Agreement, there shall be no restrictions on mortgaging the Property or the Project from and after the issuance of Certificate of Completion 2. CHG02\40258450.10 16 SECTION 15: GOVERNING LAW. WAIVER AND NOTICES This Agreement shall be governed by the laws of the State and the sole and exclusive venue for any disputes arising out of this Agreement shall be the Circuit Court of Cook County. A waiver of any part of this Agreement shall be limited to that specific event, shall only be effective if made in writing, and shall not be a waiver of the entire Agreement. Any notices required in this Agreement shall be effective when received in writing by the other Party via overnight mail, certified mail, return receipt requested, or by delivering the same in person or by facsimile, when appropriate, addressed to the Party to be notified. All notices to the Village shall be sent to: Village of Mount Prospect Village Manager 50 South Emerson Street Mt Prospect, IL 60056-3218 Fax: (847) 818-5329 Phone: (847) 818-5307 With a copy to: Klein Thorpe and Jenkins Ltd. Attention: Everette "Buzz" Hill 20 North Wacker Drive, Suite 1660 Chicago, IL 60606 Fax: (312) 606-7077 Phone: (312) 984-6400 All notices to Developer shall be sent to: CHG02\40258450.! 0 17 c/o Casto Lifestyle Properties L.P. 401 North Cattlemen Road, Suite 108 Sarasota, FL 34232 Fax: (941) 929-9581 Phone: (941) 552-2700 Attention: Brett Hutchens And to: c/o Casto Lifestyle Properties L.P. 401 North Cattlemen Road, Suite 108 Sarasota, FL 34232 Fax: (941) 929-9581 Phone: (941) 552-2700 Attention: General Counsel And to: c/o JP Morgan Investment Mgmt. Inc. 245 Park Avenue New York, NY 10167 Attention: Sheryl Crosland Fax: (212) 648-2185 And to: c/o JP Morgan Investment Mgmt. Inc. P.O. Box 5005 New York, NY 10113 With copies to: DLA Piper US LLP 203 North LaSalle Street, Ste. 1900 Chicago, Illinois 60601 Attn: Richard Klawiter & Aarti Kotak Fax: 312-630-7337 and 312-251-2168 Phone: 312-368-7243 and 312-368-3447 or to such other addresses as a Party may designate for itself by notice given from time to time to the other Parties in the manner provided herein. SECTION 16: DEFAULT (CC) Developer's Default. If the Village determines that the Developer has defaulted upon any of its obligations hereunder, the Village may pursue only those remedies otherwise available for violation of any applicable Village or State law, ordinance, rule, regulation or for breach of this Agreement, provided that the Village has delivered to Developer written notice specifying such default and a sixty (60) day period to cure the same (or other reasonable time CHG02\40258450 10 18 period in which to completely effect a cure of such default if Developer is unable to cure such default within such sixty-day period but is diligently pursuing the same). (DD) Villa2e's Default. If the Village materially defaults in the performance of an obligation under this Agreement, including the Village's failure to adopt or give effect to any of the ordinances contemplated herein as and when required, Developer may terminate this Agreement and its obligations hereunder or may secure the specific performance of the covenants and agreements contained herein, provided that the Developer has delivered to the Village written notice specifying such default and a thirty (30) day period in which to cure such default following such notice; and further provided that if such default is not capable of being cured within such thirty (30) day period, the Village shall not be deemed to be in default under this Agreement so long as the Village is diligently pursuing to cure the same. In the event Pledged Taxes exist and the Village fails to pay the Pledged Taxes to Developer in accordance with the terms of this Agreement and Note A, the Village shall be in default, and the Developer or its assigns shall have the right of specific performance as its sole and exclusive remedy. SECTION 17: INDEMNIFICATION (EE) Indemnification. Developer agrees to indemnify, defend and hold harmless the Village, its Mayor, Trustees, officials, officers, employees, agents, representatives, and attorneys, from and against all claims, causes of action and suits of every kind and nature, including, by way of example and not by way of limitation, liabilities, damages, costs, expenses and reasonable attorneys' fees (as provided for below) arising by reason of this Agreement, its adoption by the Village, the adoption by the Village of the Designation Ordinance, the Village's or Developer's actions under this Agreement, the failure by Developer to perform any obligation provided for herein, and any claim for personal injury or property damage arising by reason of construction activity on the Project, and any other claim of any nature whatsoever related to establishment, financing or construction of the Project, other than any claim caused by the Village's negligence or willful misconduct or breach. Any claim against this Village pursuant to this Section shall be defended by counsel approved by the Village (which approval shall not be umeasonably withheld) or counsel appointed by Developer's insurer if such claim is covered by Developer's insurance. (FF) Required Insurance. Developer shall purchase and maintain insurance coverage in commercially reasonable amounts or as required by law and approved by the Village, as may protect the Developer, and the Village, its officers, agents, and employees as additional insureds, to the extent possible, from claims as set forth above. Prior to commencement of construction, the Developer shall provide the Village a certificate of insurance showing these insurance coverages as in force and effect, and the Village and its agents, officers and employees as additional insureds thereunder. The certificate of insurance required hereby shall contain a provision that coverage will not be canceled or allowed to expire without thirty (30) days prior written notice to the Village. SECTION 18: MISCELLANEOUS CHG02\40258450.! 0 19 (GG) Inte2:ration. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated by this Agreement. All prior agreements, negotiations, and understandings are expressly merged herein and superseded hereby. All exhibits to this Agreement are expressly incorporated herein by this reference thereto. (HH) Severability. Each section of this Agreement, and each sentence, clause or phrase contained in such section, shall be considered severable and if, for any reason, any section, or any sentence, clause or phrase contained in such section, is determined to be invalid or unenforceable, such invalidity or unenforceability shall not impair the operation, effect enforceability or validity of the remaining portions of this Agreement. (II) Amendment. This Agreement may be amended by, and only by, a written instrument signed by the Parties. (JJ) Headin2:s. Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (KK) Time is of the Essence. Time is of the essence of this Agreement and of each and every provision hereof. (LL) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. (MM) Exhibits. The exhibits attached to this Agreement are hereby incorporated into and made a part of this Agreement. (NN) Applicable Law and Venue. This Agreement shall be governed by and construed under to the laws of the State. Venue shall be proper only in the Circuit Court of Cook County, Illinois. (00) No Third-Party Beneficiaries. This Agreement is not intended and shall not be deemed to benefit any person, company or other entity not a Party to this Agreement. (1) Estoppel. Upon a request by Developer, the Village agrees to provide within fifteen (15) days, a certificate ("Estoppel Certificate") certifying that this Agreement is in full force and effect (unless such is not the case, in which case the Village shall specify the basis for such claim), that Developer is not in default of any term, provision or condition of this Agreement beyond any applicable notice and cure provision (or specifying each such claimed default) and certifying such other matters reasonably requested by Developer, a Permitted Mortgagee or a prospective Permitted Mortgagee. (K) Force Majeure. The Developer, nor any successor in interest, shall be considered in breach of or in default of its obligations under this Agreement in the event of any delay caused by damage or destruction by fire or other casualty, strike, shortage of material, unusually adverse weather conditions, including but not limited to, severe rain storms or below freezing temperatures of abnormal degree or for an abnormal duration, tornadoes or cyclones, acts of terrorism and other events or conditions beyond the reasonable control of the Developer CHG02\40258450.10 20 which in fact delay Developer in discharging its obligations hereunder. For purposes of this Agreement, "terrorism" is defined as an activity that (i) involves the use or threat of force or violence, the commission or threat of an act dangerous to human life, property or infrastructure, or the commission or threat of an act that interferes with or disrupts an electronic communication, information or mechanical system, and (ii) has the effect of or appears to be intended to intimidate or coerce a civilian population, to influence the policy of a government by intimidation or coercion, to affect the conduct of a government by mass destruction, assassination, kidnapping, or hostage-taking, or to disrupt any segment of the economy [SIGNATURE PAGE FOLLOWS] CHG02\40258450.! 0 21 IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Closing Date. The Village: Developer: VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation CLP/SPF TRUST [or another to-be-formed entity], a Maryland [real estate investment trust/business trust] Mayor By: Name: Its: By: ATTEST: By: Village Clerk [SEAL] CHG02\40258450.! 0 22 STATE OF ) ) ss. ) COUNTY OF On , 2008, before me, , a notary public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that s/he executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Notary Public My commission expires: STATE OF COUNTY OF ) ) ss. ) On , 2008, before me, , a notary public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that s/he executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Notary Public My commission expires: CHG02\40258450.! 0 23 EXHIBIT A-I LEGAL DESCRIPTION OF THE PROPERTY PARCEL 1: LOTS 1 AND 2 (EXCEPTING FROM SAID LOT ONE THAT PART TAKEN BY DEPARTMENT OF TRANSPORTATION STATE OF ILLINOIS IN CASE NO. 87L51078 AND ALSO EXCEPTING FROM SAID LOT ONE THAT PART CONVEYED TO THE PEOPLE OF THE STATE OF ILLINOIS, DEPARTMENT OF TRANSPORTATION PURSUANT TO THAT CERTAIN QUIT CLAIM DEED RECORDED SEPTEMBER 29, 1995 AS DOCUMENT NO. 95664230) IN RANDHURST CENTER RESUBDIVISION - NO.1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO.1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 AND REGISTERED IN THE OFFICE OF THE REGISTRAR OF TITLES OF SAID COUNTY AS DOCUMENT NO. LR3637429. PARCEL 2: LOT 3 IN RANDHURST CENTER RESUBDIVISION - NO.1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT OF SAID RAND HURST CENTER RESUBDIVISION - NO.1 RECORDED JUL Y 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 AND REGISTERED IN THE OFFICE OF THE REGISTRAR OF TITLES OF SAID COUNTY AS DOCUMENT NO. LR3637429. PARCEL 3: NORTH 70 FEET OF THE WEST 70 FEET OF THE SOUTH 120 FEET OF THE EAST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS CHG02\40258450.! 0 24 EXHIBIT A-2 LEGAL DESCRIPTION OF THE BD PROPERTY PARCEL 1: LOTS 1 AND 2 (EXCEPTING FROM SAID LOT ONE THAT PART TAKEN BY DEPARTMENT OF TRANSPORTATION STATE OF ILLINOIS IN CASE NO. 87L51078 AND ALSO EXCEPTING FROM SAID LOT ONE THAT PART CONVEYED TO THE PEOPLE OF THE STATE OF ILLINOIS, DEPARTMENT OF TRANSPORTATION PURSUANT TO THAT CERTAIN QUIT CLAIM DEED RECORDED SEPTEMBER 29, 1995 AS DOCUMENT NO. 95664230) IN RANDHURST CENTER RESUBDIVISION - NO.1, . BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOV/NSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO.1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 AND REGISTERED IN THE OFFICE OF THE REGISTRAR OF TITLES OF SAID COUNTY AS DOCUMENT NO. LR3637429. PARCEL 2: LOT 3 IN RANDHURST CENTER RESUBDIVISION - NO.1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO.1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 AND REGISTERED IN THE OFFICE OF THE REGISTRAR OF TITLES OF SAID COUNTY AS DOCUMENT NO. LR3637429. PARCEL 3: NORTH 70 FEET OF THE WEST 70 FEET OF THE SOUTH 120 FEET OF THE EAST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS EXCLUDING PIN NUMBERS: 03-24-401-267-0000 03-24-401-268-0000 CHG02\40258450.10 25 EXHIBIT B SITE PLAN CHG02\40258450.\ 0 411 i: o I EXHIBIT C PROJECT BUDGET Project Budget Building Costs Additional Hard Costs Soft Costs Financing Costs $49,651,017 $31,317,502 $18,851,828 $6,901,836 1 CHG02\40258450.11 CHG02\40258450.11 EXHIBIT D FORM OF NOTE A In a form to be determined by the Village Attorney 2 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND CLP/SPF RANDHURST LLC FOR REDEVELOPMENT OF RANDHURST MALL MOUNT PROSPECT, ILLINOIS WHEREAS, the Village has the authority, pursuant to the laws of the State of Illinois, to promote the health, safety and welfare of the Village and its inhabitants, to prevent the spread of blight, to encourage private development in order to enhance the local tax base, to increase employment, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes; and WHEREAS, in order to serve the needs of the residential and business community the Village of Mount Prospect has determined that it would be in the best interest of the Village to enter into a Redevelopment Agreement with CLP/SPF Randhurst LLC. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS ACTING IN THE EXERCISE OF THEIR HOME RULE POWERS: SECTION ONE: That the President and Board of Trustees do hereby authorize execution of a Redevelopment Agreement between the Village of Mount Prospect and. CLP/SPF Randhurst LLC for the purpose of developing the Redevelopment Project Area as defined in the Agreement, a copy of which is attached and made a part of hereof as Exhibit "A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: NAYS: ABSENT: PASSED AND APPROVED this day of 2008. A. John Korn Mayor Pro Tem ATTEST: M. Lisa Angell Village Clerk H:\CLKO\WIN\RESOLUTJON\randhursl village redevelopmenl agreemenl july 2008.doc n Village of Mount Prospect Community Development Department Mount Prospect MEMORANDUM ~ FROM: MICHAEL E. JANONIS, VILLAGE MANAGER DIRECTOR OF COMMUNITY DEVELOPMENT TO: DATE: AUGUST 14, 2008 RANDHURST VILLAGE REIMBURSEMENT RESOLUTION SUBJECT: Attached to this memorandum is a Resolution that would allow for the reimbursement of certain expenses related to the Randhurst redevelopment project to the developer. The Village's bond counsel recommends adopting this Resolution to provide a date from which to determine expenditures for which bond proceeds may be used to reimburse such expenditures (60 days in arrear and forward). It would also allow such reimbursement to be treated as an expenditure of bond proceeds for the purposes of complying with various arbitrage requirements. By adopting this Resolution, the Village would allow the developer to be reimbursed for all eligible costs that they have incurred since June 19, 2008. Please forward this memorandum and Resolution to the Village Board for their consideration at their August 19th meeting. Staff will be present at the meeting to further discuss this matter. RESOLUTION NO. A RESOLUTION DECLARING THE VILLAGE OF MOUNT PROSPECTS INTENT TO REIMBURSE CLP/SPF FOR EXPENDITURES ASSOCIATED WITH THE REDEVELOPMENT OF RANDHURST MALL WHEREAS, the Village of Mount Prospect, Cook County, Illinois, a duly organized and existing municipal corporation under the Constitution and laws of the State of Illinois (the "Village"), intends to provide financial assistance in the redevelopment of a retail shopping center within said Village (the "Project"); and WHEREAS, the Village reasonably expects to reimburse certain costs of the Project with proceeds of debt to be incurred by the Village in an amount not to exceed $25,000,000; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS ACTING IN THE EXERCISE OF THEIR HOME RULE POWERS: SECTION ONE: That the President and Board of Trustees of the Village of Mount Prospect declare the Village's official intent to provide financial assistance in the construction of the Project with proceeds of debt incurred by the Village in an amount not to exceed $25,000,000. SECTION TWO: That the Village reasonably expects to reimburse itself from proceeds of obligations issued by the Village for costs of the Project paid prior to the issuance of the obligations. SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: NAYS: ABSENT: PASSED and APPROVED this day of , 2008. A. John Korn Mayor Pro Tem M. Lisa Angell Village Clerk H: \CLKO\WIN\RESOLUTION\CHI rand h u rstcasloCAGO-69344-v1-MI_Prospecl_Reim bu rsemenCResolulion. DOC C/69344.1 c