HomeMy WebLinkAboutRes 43-08 08/19/2008
RESOLUTION NO. 43-08
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:
Hoefert, Juracek, Korn, Polit, Zadel
None
Corcoran, Wilks
PASSED AND APPROVED this19th day of August 2008.
12. U u"...
A. JohrVorn
Mayor Pro Tem
ATTEST:
/0~~r ~
M. Lisa ngell
Village Clerk
H:\CLKO\WIN\RESOLUTION\randhurst village redevelopment agreement july 2008.doc
THIS DOCUMENT WAS
PREPARED BY AND AFTER
RECORDING SHOULD BE
RETURNED TO:
Aarti A. Kotak, Esq.
DLA Piper LLP (US)
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
RANDHURST SHOPPING CENTER LLC,
a Delaware limited liability company
December " , 2009
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Thi REDEVELOPMENT AGREEMENT (this "Agreement") is entered into as of the
).?Yiay of December, 2009 by and between the VILLAGE OF MOUNT PROSPECT,
an Illinois home rule municipal corporation (the "Village"), and RANDHURST SHOPPING
CENTER LLC, a Delaware limited liability company (the "Developer"). The Village and
Developer are referred to individually as a "Party" and collectively as the "Parties".
RE.f ITAI N
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 Avenue and Elmhurst Road,
which property is legally described on Exhibit A-1 attached hereto and made a part hereof (the
"Property").
B. On August 19, 2008, pursuant to and in accordance with the provisions of the
Zoning Code of the Village (the "Zoning Code"), the Village adopted Ordinance No. PZ -15-08
entitled "Ordinance Granting a Conditional Use Permit, Certain Variations and a Special Use for
Signage for Property located at 999 North Elmhurst Road (Randhurst)" (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
modified and/or amended: (i) demolition, redesign and construction of the existing multi -tenant
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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
corner 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 (the "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 and the Business District Development and
Redevelopment Act (65 ILCS 5/11-74.3-1 et seq.).
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
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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 the date that is ninety (90) days following the
Closing Date; provided, however, the Amusement Tax shall not be given effect until May 1,
2011.
(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 BD 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) Closing 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).
(J) Food and Beverage Taxes. One -hundred percent (100%) of the food and
beverage tax of 1%, as codified in Chapter 8, Article 9 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 the date that is ninety (90) days following the Closing Date.
(L) Maximum Reimbursement Amount. The sum of Twenty Five Million and
No/100 Dollars ($25,000,000.00), exclusive of any costs of issuance, capitalized interest and
debt service reserve plus any Accretion Amount.
(M) Pledged Taxes. The Taxes which are deposited in the Special Funds.
(N) Project 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 as
well as those Business District project costs identified in the Redevelopment Plan. 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
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hundred thousand dollars ($236,500,000.00) and paid to the Village by the State of Illinois
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) Termination Date. February 28, 2010.
(U) Village 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 Project Cost and Sources of Funds. The cost of the Project is estimated
to be $199,760,902. 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) Village 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
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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
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
the date that is ninety (90) days following the Closing Date 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 the date that is ninety (90) days following the Closing Date but to delay the
effect thereof until May 1, 2011. 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 to the extent the Developer submits evidence that it has incurred
additional costs in excess of $25,000,000, up to the Accretion Amount; provided, however, that
prior to the end of any calendar year, the Developer may elect to waive the receipt of all or any
part of the Accretion Amount attributable to such year. Note A shall accrete at the Accretion
Rate beginning on the Note Issuance Date and 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 issuance of Certificate of
Completion 2 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
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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 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 Amusement Taxes
upon 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 and,
notwithstanding any transfer of a portion of the Property to the Hotel Operator or any transfer of
an "out parcel" pursuant to Section 13 herein, all payments under Note A shall be made to
Developer. Notwithstanding anything to the contrary in this Section 5, the Village shall have no
obligation to make payments on Note A until the earlier of (i) the day following the Termination
Date and (ii) the date on which Developer expressly and in writing waives any rights it may have
to terminate this Agreement in accordance with Section 16(C) hereof.
(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
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The BD Bonds shall be issued following the Termination Date (or following the
Developer's express written waiver of its right to terminate this Agreement in accordance with
Section 16(C) hereof) 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.
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.
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(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 Governingthe he Special Funds. The Special Funds shall be governed
by, and subject to, the following additional terms and understandings of the Parties:
(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 -1 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 or the BD Property, as the case may
be; (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, or the BD
Property, as the case may be.
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(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
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
(A) Certificate of Completion 1. On the Closing Date, the Village shall issue an
initial certificate of completion ("Certificate of Completion 1").
(B) 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 completed the Project:
(i) Evidence of construction of the 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;
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(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.
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 15 -day period shall be deemed (a) an
acknowledgment that items (i) -(vi) above have been satisfied and (b) the issuance of Certificate
of Completion 2.
SECTION 7: RESIDENTIAL USES
(A) Residential Property. The PUD Ordinance provides for residential uses in the
northwest corner of the Property generally bounded by Euclid Avenue, Elmhurst Road, the
northern access road entering from Elmhurst Avenue 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.
(B) 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 the Zoning Code, as the same may be amended from
time to time.
(C) Notice of P&Z Hearin. 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 14.203-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.
CENTRAL\30959546.18 11
(D) 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
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.
(E) 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 1(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).
(A) 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.
(B) During Construction.
(i) Workers Compensation and Employers Liability Insurance
CENTRAL\30959546.18 12
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)
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.
(C) Excess Coverage.
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.
(D) 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
CENTRAL\30959546.18 13
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.
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:
(A) 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.
(B) Evidence of Clean Title. Developer has provided the Village searches, under the
Developer's name, as follows:
CENTRAL\30959546.18 14
Secretary of State (IL and DE) UCC search
Secretary of State (IL and DE) Federal tax liens search
Cook County Recorder UCC search
Cook County Recorder Fixtures search
Cook County Recorder State tax liens search
Cook County Recorder Pending suits and judgments
U.S. District Court Federal litigation search
Clerk of Circuit Court, Pending suits and judgments
Cook County
(C) 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.
(D) 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
(A) Village 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.
(B) Developer Representations. The Developer hereby represents and warrants that
it is a limited liability company in good standing under the laws of Delaware 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 and the Property may not be transferred by Developer to any
CENTRAL\30959546.18 15
party without the Village's consent, which consent shall not be unreasonably withheld; provided
however, Developer shall be permitted to assign its interest in this Agreement at any time or
transfer the Property without the Village's prior written consent to (i) an Affiliate, (ii) for
collateral purposes, its construction and/or permanent lender(s) or any Permitted Mortgagee (as
hereinafter defined), (iii) the operator of the Hotel (the "Hotel Operator") in the event such
transfer is required by the Hotel Operator or (iv) the occupants of each of the outparcels shown
on Exhibit B attached hereto in the event such transfer is required by such occupants.
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).
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.
CENTRAL\30959546.18 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:
Casto Southeast Realty Services LLC
401 North Cattlemen Road, Suite 108
Sarasota, FL 34232
Fax: (941) 929-9581
Phone: (941) 552-2700
Attention: Brett Hutchens
And to: 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
CENTRAL\30959546.18 17
And to: JP Morgan Investment Mgmt. Inc.
245 Park Avenue
New York, NY 10167
Attention: Sheryl Crosland
Fax: (212) 648-2185
And to: JP Morgan Investment Mgmt. Inc.
P.O. Box 5005
New York, NY 10113
With copies to: DLA Piper LLP (US)
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 AND TERMINATION
(A) 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
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).
(B) Village'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.
CENTRAL\30959546.18 18
(C) Developer's Termination Right. At any point prior to the Termination Date,
Developer shall have the right to terminate this Agreement upon written notice to the Village.
Upon delivery of said notice, this Agreement shall be of no further force and effect, including,
but not limited to, any restrictions on transfer pursuant to Section 13 herein, and neither the
Developer nor the Village shall thereafter have any further obligations under this Agreement.
SECTION 17: INDEMNIFICATION
(A) 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
unreasonably withheld) or counsel appointed by Developer's insurer if such claim is covered by
Developer's insurance.
(B) 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
(A) Integration. 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.
(B) 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.
CENTRAL\30959546.18 19
(C) Amendment. This Agreement may be amended by, and only by, a written
instrument signed by the Parties.
(D) Headings. 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.
(E) Time is of the Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
(F) 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.
(G) Exhibits. The exhibits attached to this Agreement are hereby incorporated into
and made a part of this Agreement.
(H) 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.
(I) 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.
(J) 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. Neither 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
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]
CENTRAL\30959546.18 20
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as
of the Closing Date.
The Village:
VILLAGE OF MOUNT PROSPECT, an
Illinois municipal corporation
Mayor
ATTEST:
By: ---
Village Clerk �
[SEAL]
CENTRAL\30959546.18 21
Developer:
RANDHURST SHOPPING CENTER LLC,
a Delaware limited liability company
By: CLP/SPF Randhurst Trust, a Maryland
real estate investment trust
: . Brett -lutcllens
Title: Trustee
STATE OF
COUNTY O
ss.
(Alt,
On2009, before me,Tula , a notary public
in and for said state, personally appeared J. nett Hutcliiis, Trustee of CLP/SPF Randhurst
Trust, which is the sole member of Randhurst Shopping Center LLC, a Delaware limited liability
company, 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 he
executed the same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, execyted thg-ipstrument.
%/1'4VLaT LESLIE PEREZ
Commission # DD 901253
M commission ex it 'g. Expires June 22, 2013
y ? �A iia^^ h^i.%re=may arrrt 800385-7019
STATE OF
ss.
COUNTY OF (�/A )
On f��,-,fir' 2009, before-;'i�r�� f, a notary public in and for said
state, personally appear ed '7 ,r , 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 cxj)Ues:'-� -
OFFICIAL SEAL
M LISA MGELL
NOTARY PUBLIC - STATE OF ILLINOIS
W COWAISSION EXPIRES:07125113
CENTRAL\30959546.18 22
EXHIBIT A-1
LEGAL DESCRIPTION OF THE PROPERTY
SHOPPING CENTER
PARCEL 1: LOTS 1 AND 2 (EXCEPTING FROM SAID LOT ONE THAT PART TAKEN BY
DEPARTMENT OF TRANSPORTATION STATE OF ILLINOIS IN CASE NO. 871,51078
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.
Lot 1= 92.1039 acres and Lot 2 = 4.0237 acres Totaling: 96.1276
OFFICE CENTER/BUILDING
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.
Total acreage = 3.771 acres
WELL PARCEL
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.
Total acreage = .1125 acres
CENTRAL\30959546.18 23
EXHIBIT A-2
LEGAL DESCRIPTION OF THE BD PROPERTY
SHOPPING CENTER
PARCEL 1: LOTS I AND 2 (EXCEPTING FROM SAID LOT ONE THAT PART TAKEN BY
DEPARTMENT OF TRANSPORTATION STATE OF ILLINOIS IN CASE NO. 871,51078
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.
Lot 1= 92.1039 acres and Lot 2 = 4.0237 acres Totaling: 96.1276
OFFICE CENTER/BUILDING
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. I
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.
Total acreage = 3.771 acres
WELL PARCEL
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.
Total acreage = .1125 acres
EXCEPT the following:
CENTRAL\30959546.18 24
A PART OF LOT 1 IN RANDHURST CENTER RESUBDIVISION - NO. 1, BEING A PART
OF THE SOUTHEAST QUARTER OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11
EAST OF THE THIRD PRINCIPAL MERIDIAN, COOK COUNTY, ILLINOIS,
ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO. 1,
RECORDED IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY,
ILLINOIS AS DOCUMENT NO. 87408581 MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE MOST WESTERLY SOUTHWEST CORNER OF ORIGINAL LOT
1 AFORESAID; THENCE NORTH 00 DEGREES 07 MINUTES 17 SECONDS WEST,
ALONG THE WESTERLY LINE OF SAID LOT 1, 360.59 FEET; THENCE NORTH 89
DEGREES 52 MINUTES 43 SECONDS EAST, 188.76 FEET TO THE POINT OF
BEGINNING OF THIS DESCRIPTION; THENCE NORTH 04 DEGREES 12 MINUTES 13
SECONDS WEST, 39.92 FEET; THENCE NORTHERLY AND NORTHEASTERLY, 22.66
FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 19.50 FEET,
SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 29 DEGREES 05
MINUTES 01 SECONDS EAST AND A LENGTH OF 21.40 FEET; THENCE
NORTHEASTERLY, 30.22 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS
OF 325.11 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH
59 DEGREES 42 MINUTES 29 SECONDS EAST AND A LENGTH OF 30.21 FEET;
THENCE NORTH 56 DEGREES 19 MINUTES 59 SECONDS EAST, 42.41 FEET; THENCE
NORTHEASTERLY, 37.52 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS
OF 294.91 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH
42 DEGREES 58 MINUTES 54 SECONDS EAST AND A LENGTH OF 37.50 FEET;
THENCE NORTH 34 DEGREES 43 MINUTES 46 SECONDS EAST, 72.03 FEET; THENCE
NORTHEASTERLY, 154.45 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS
OF 422.95 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH
14 DEGREES 54 MINUTES 17 SECONDS EAST AND A LENGTH OF 153.59 FEET;
THENCE NORTHERLY AND NORTHEASTERLY, 33.81 FEET ALONG AN ARC TO THE
RIGHT, HAVING A RADIUS OF 26.50 FEET, SUBTENDED BY A LONG CHORD
HAVING A BEARING OF NORTH 40 DEGREES 59 MINUTES 38 SECONDS EAST AND A
LENGTH OF 31.56 FEET; THENCE NORTH 77 DEGREES 32 MINUTES 39 SECONDS
EAST, 352.49 FEET; THENCE EASTERLY AND SOUTHEASTERLY, 12.40 FEET ALONG
AN ARC TO THE RIGHT, HAVING A RADIUS OF 11.50 FEET, SUBTENDED BY A LONG
CHORD HAVING A BEARING OF SOUTH 71 DEGREES 34 MINUTES 11 SECONDS
EAST AND A LENGTH OF 11.81 FEET; THENCE SOUTHEASTERLY, 20.84 FEET
ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 61.50 FEET, SUBTENDED BY
A LONG CHORD HAVING A BEARING OF SOUTH 50 DEGREES 23 MINUTES 33
SECONDS EAST AND A LENGTH OF 20.74 FEET; THENCE SOUTH 60 DEGREES 05
MINUTES 18 SECONDS EAST, 51.51 FEET; THENCE SOUTHEASTERLY, 49.87 FEET
ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 67.50 FEET, SUBTENDED BY
A LONG CHORD HAVING A BEARING OF SOUTH 81 DEGREES 15 MINUTES 11
SECONDS EAST AND A LENGTH OF 48.74 FEET; THENCE NORTH 77 DEGREES 34
MINUTES 56 SECONDS EAST, 77.05 FEET; THENCE NORTH 29 DEGREES 51 MINUTES
23 SECONDS EAST, 0.58 FEET; THENCE SOUTH 60 DEGREES 08 MINUTES 37
SECONDS EAST, 28.46 FEET; THENCE NORTH 29 DEGREES 51 MINUTES 23 SECONDS
CENTRAL\30959546.18 25
EAST, 300.44 FEET; THENCE SOUTH 60 DEGREES 08 MINUTES 37 SECONDS EAST,
80.14 FEET; THENCE NORTH 29 DEGREES 51 MINUTES 28 SECONDS EAST, 157.32
FEET; THENCE SOUTH 60 DEGREES 07 MINUTES 29 SECONDS EAST, 110.06 FEET;
THENCE SOUTHEASTERLY, 151.57 FEET ALONG AN ARC TO THE RIGHT, HAVING A
RADIUS OF 1467.70 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF
SOUTH 46 DEGREES 53 MINUTES 36 SECONDS EAST AND A LENGTH OF 151.50
FEET; THENCE SOUTH 29 DEGREES 51 MINUTES 33 SECONDS WEST, 587.41 FEET;
THENCE NORTH 60 DEGREES 07 MINUTES 13 SECONDS WEST, 150.73 FEET; THENCE
SOUTH 29 DEGREES 54 MINUTES 42 SECONDS WEST, 156.61 FEET; THENCE SOUTH
89 DEGREES 52 MINUTES 43 SECONDS WEST, 148.32 FEET; THENCE SOUTH 00
DEGREES 07 MINUTES 51 SECONDS EAST, 214.01 FEET; THENCE SOUTHERLY,
SOUTHWESTERLY, AND WESTERLY, 14.17 FEET ALONG AN ARC TO THE RIGHT,
HAVING A RADIUS OF 9.00 FEET, SUBTENDED BY A LONG CHORD HAVING A
BEARING OF SOUTH 44 DEGREES 58 MINUTES 14 SECONDS WEST AND A LENGTH
OF 12.75 FEET; THENCE NORTH 89 DEGREES 55 MINUTES 40 SECONDS WEST, 260.82
FEET; THENCE SOUTH 88 DEGREES 56 MINUTES 21 SECONDS WEST, 83.27 FEET;
THENCE SOUTH 89 DEGREES 54 MINUTES 24 SECONDS WEST, 145.72 FEET; THENCE
WESTERLY, 33.26 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 61.50
FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 74
DEGREES 36 MINUTES 04 SECONDS WEST AND A LENGTH OF 32.85 FEET; THENCE
NORTH 59 DEGREES 06 MINUTES 32 SECONDS WEST, 25.69 FEET; THENCE
NORTHWESTERLY AND NORTHERLY, 105.29 FEET ALONG AN ARC TO THE RIGHT,
HAVING A RADIUS OF 108.50 FEET, SUBTENDED BY A LONG CHORD HAVING A
BEARING OF NORTH 31 DEGREES 18 MINUTES 29 SECONDS WEST AND A LENGTH
OF 101.21 FEET; THENCE NORTHERLY, 31.26 FEET ALONG AN ARC TO THE LEFT,
HAVING A RADIUS OF 114.20 FEET, SUBTENDED BY A LONG CHORD HAVING A
BEARING OF NORTH 11 DEGREES 20 MINUTES 56 SECONDS WEST AND A LENGTH
OF 31.16 FEET; THENCE NORTH 06 DEGREES 41 MINUTES 22 SECONDS WEST, 11.08
FEET; THENCE NORTH 01 DEGREES 47 MINUTES 39 SECONDS WEST, 61.21 FEET TO
THE POINT OF BEGINNING, CONTAINING 13.121 ACRES, MORE OR LESS.
and
PARCUT, 1
THAT PART OF LOT 1 OF RANDHURST CENTER RESUBDIVISION NO 1 BEING A
RESUBDIVISION OF LOT 1 OF RANDHURST CENTER BEING A SUBDIVISION OF
PART OF THE SOUTHEAST QUARTER OF SECTION 27, TOWNSHIP 42 NORTH RANGE
11 EAST OF THE THIRD PRINCIPAL MERIDIAN ACCORDING TO THE PLAT OF SAID
RESUBDIVISION RECORDED JULY 24, 1987, AS DOCUMENT NUMBER 87408581
DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 1; THENCE NORTH 89
DEGREES 50 MINUTES 20 SECONDS WEST ALONG THE SOUTH LINE OF SAID LOT
ONE A DISTANCE OF 869.28 FEET; THENCE NORTH 00 DEGREES 00 MINUTES 00
SECONDS EAST, A DISTANCE OF 17.0 FEET TO A POINT ON THE NORTH LINE OF
KENSINGTON STREET AS WIDENED, AND THE POINT OF BEGINNING OF THAT
CENTRAL\30959546.18 26
TRACT AND TO BE DESCRIBED; THENCE CONTINUING NORTH 00 DEGREES 00
MINUTES 00 SECONDS EAST, A DISTANCE OF 292.28 FEET; THENCE NORTH 90
DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 150.75 FEET TO A POINT
OF CURVE; THENCE SOUTH AND WEST ALONG A CURVED LINE CONVEX TO THE
NORTHWEST AND HAVING A RADIUS OF 28.0 FEET A DISTANCE OF 43.98 FEET,
ARC MEASURE TO A POINT OF TANGENT; THENCE SOUTH 00 DEGREES, 00
MINUTES, 00 SECONDS WEST, A DISTANCE OF 263.78 FEET TO A POINT ON THE
NORTH LINE OF KENSINGTON STREET, AS WIDENED AND BEING A LINE 17.0 FEET
NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 1; THENCE
SOUTH 89 DEGREES 50 MINUTES 20 SECONDS EAST ALONG THE NORTH LINE OF
SAID STREET, A DISTANCE OF 178.75 FEET TO THE POINT OF BEGINNING, IN COOK
COUNTY ILLINOIS.
PARCEL 2:
EASEMENT FOR THE BENEFIT OF PARCEL I AND 2 AFORESAID, AS CREATED BY
DECLARATION OF RECIPROCAL EASEMENTS DATED JULY 21, 1987, AND
RECORDED JULY 24, 1987, AS DOCUMENT 87408582 AND FILED JULY 24, 1987, AS
DOCUMENT LR3637430 MADE BY LASALLE NATIONAL BANK, A NATIONAL
BANKING ASSOCIATION, AS TRUSTEE UNDER TRUST AGREEMENT DATED MAY 5,
1981, AND KNOWN AS TRUST NUMBER 103910 FOR ACCESS, INGRESS AND
EGRESS, BY PEDESTRIAN AND VEHICULAR TRAFFIC OVER AND UPON THE
PARKING AREAS, WALKWAYS, SIDEWALKS, AISLES, STAIRWAYS AND
ROADWAYS CONSTITUTING PART OF THE COMMON ARES FROM TIME TO TIME
AND TO PARK AUTOMOBILES AND OTHER VEHICLES ON THE COMMON AREAS
WITHIN ANY PART OF RANDHURST CENTER RESUBDIVISION NO. 1 AFORESAID
(EXCEPTING THEREFROM THAT PARCEL OF LAND IN THE SOUTHWEST CORNER
OF LOT 1 AFORESAID CONDEMNED IN CAST NO. 87L51078), ALL IN COOK COUNTY,
ILLINOIS.
CENTRAL\30959546.18 27
EXHIBIT B
SITE PLAN
(attached)
CENTRAL\30959546.18
EXHIBIT C
PROJECT BUDGET
(attached)
CENTRAL\30959546. 18F-1
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PROPOSED CROSS AREA:
N�sTiE➢.ImA.HY 45i'
TOTAL NET LOT AREA 61:.7 n�;r, 1� 1..:, ESI 'J1
1,583,5T SF (EXCLUDES BASEMENT PARKING)
ANDA PAixT lfM1_
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ALL RETAIL )404 SPACES (04/1000)
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NEW RESTMIRANT: 19,700 SF (058 SEATS)
THEATER: 58,655 SF (2,500 SEATS)
RESTAURANT 264 SPACES (01/3 SEATS+45)
305 SPACES
EIGSTING 877.089 50. FT.
mil nIN H .un
'SOD' FEET)
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THEATER 825 SPACES (01/4 SEATS)
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PROPOSED 919.402 SO. Ff,
PROPOSED: 35'-0', OR EXISTING, OR AS NOTED ON SITE PLAN
OMCE:23,713 SF
HOTEL 120 SPACES (91ROOM +20)
133 SPACES ••
0
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GARAGE DECK: 118,550 SF 2 LEVELS (540 SPACES)
OMCE 95 SPACES (04/1000 SFJ
95 SPACES
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GARAGE BASEMENT: 71.775 SF (133 SPACES)
De
SERVICE AND MECHANICAL 7,421 SF
FRONT 30'-0' FRONT 20'-0'
SELF STORAGE BLDG. 84 SPACES (01/15005
84 SPACES
GREEN SPACE
REM 20'-O' REAR 55'-0'
'w SFOA C BL00 : 1240065F
101AL PARKM 4062 SPADE
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ZONING ANALYSIS
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PROPOSED CROSS AREA:
N�sTiE➢.ImA.HY 45i'
TOTAL NET LOT AREA 61:.7 n�;r, 1� 1..:, ESI 'J1
1,583,5T SF (EXCLUDES BASEMENT PARKING)
ANDA PAixT lfM1_
141Y %ETA%: 209L457 sr
ALL RETAIL )404 SPACES (04/1000)
4020 SPACES
BSI nI�INy�^,•„ R,y
FItXW
.JB
NEW RESTMIRANT: 19,700 SF (058 SEATS)
THEATER: 58,655 SF (2,500 SEATS)
RESTAURANT 264 SPACES (01/3 SEATS+45)
305 SPACES
EIGSTING 877.089 50. FT.
mil nIN H .un
'SOD' FEET)
HOTEL -60.604 SF (105 ROOMS
THEATER 825 SPACES (01/4 SEATS)
Lu
PROPOSED 919.402 SO. Ff,
PROPOSED: 35'-0', OR EXISTING, OR AS NOTED ON SITE PLAN
OMCE:23,713 SF
HOTEL 120 SPACES (91ROOM +20)
133 SPACES ••
LOT COVERME
' ^v
GARAGE DECK: 118,550 SF 2 LEVELS (540 SPACES)
OMCE 95 SPACES (04/1000 SFJ
95 SPACES
•2
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GARAGE BASEMENT: 71.775 SF (133 SPACES)
PROPOSED 225%
SERVICE AND MECHANICAL 7,421 SF
FRONT 30'-0' FRONT 20'-0'
SELF STORAGE BLDG. 84 SPACES (01/15005
84 SPACES
GREEN SPACE
REM 20'-O' REAR 55'-0'
'w SFOA C BL00 : 1240065F
101AL PARKM 4062 SPADE
c�
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5% REO 43,487 SF
SIDE 10'-0' SIDE JO' -0' MIN. (18'-0- AT
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.UNwG �uS:x_�),3iy _:-.f [1-:'�•:� PUU
PROPOSED CROSS AREA:
N�sTiE➢.ImA.HY 45i'
TOTAL NET LOT AREA 61:.7 n�;r, 1� 1..:, ESI 'J1
1,583,5T SF (EXCLUDES BASEMENT PARKING)
ANDA PAixT lfM1_
141Y %ETA%: 209L457 sr
ALL RETAIL )404 SPACES (04/1000)
4020 SPACES
BSI nI�INy�^,•„ R,y
FItXW
.JB
NEW RESTMIRANT: 19,700 SF (058 SEATS)
THEATER: 58,655 SF (2,500 SEATS)
RESTAURANT 264 SPACES (01/3 SEATS+45)
305 SPACES
EIGSTING 877.089 50. FT.
mil nIN H .un
'SOD' FEET)
HOTEL -60.604 SF (105 ROOMS
THEATER 825 SPACES (01/4 SEATS)
647 SPACES
PROPOSED 919.402 SO. Ff,
PROPOSED: 35'-0', OR EXISTING, OR AS NOTED ON SITE PLAN
OMCE:23,713 SF
HOTEL 120 SPACES (91ROOM +20)
133 SPACES ••
LOT COVERME
WHICHEVER IS GREATER
GARAGE DECK: 118,550 SF 2 LEVELS (540 SPACES)
OMCE 95 SPACES (04/1000 SFJ
95 SPACES
ACTUAL 21.49%
yyC 1LEDWCF➢ PgG m
GARAGE BASEMENT: 71.775 SF (133 SPACES)
PROPOSED 225%
SERVICE AND MECHANICAL 7,421 SF
FRONT 30'-0' FRONT 20'-0'
SELF STORAGE BLDG. 84 SPACES (01/15005
84 SPACES
GREEN SPACE
REM 20'-O' REAR 55'-0'
'w SFOA C BL00 : 1240065F
101AL PARKM 4062 SPADE
5264 SPACES
5% REO 43,487 SF
SIDE 10'-0' SIDE JO' -0' MIN. (18'-0- AT
TOTAL PROPOSED NEW MFA : 766,475 SF
PROVIDED 48,419 SF
A
(COMM SAME AS FRAM) EXISTING JEWEL OSLO STORE)
.,,MG RETAIL TO REMAIN 571,035 SF
BE3l888S:
DG
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• INCLUDES PARKING DECK ^ BASEMORPARN916
QLRACC:
Lw1E' NctcATESLXI5TNO BUILDINGS TO REMNN
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All BUILDING HEIGHTS (UNLESS NOTED OTHERWISE) SHANOT EXCEED 35'-0. OR SHALL BE DUSTING TO
INDICATES NEN BVILDINGS TO REMAIN
ROA MN (U.N.OJ WHICHEVER I5 GREATER.
LEASING PLAN
07003.10 1 LEASE
05-22-09
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LEASING PLAN
07003.10 1 LEASE
05-22-09
Development Budget
Randhurst Mall
Mt. Prospect, IL
ASSEMBLAGE COSTS
TOTAL BUILDING COSTS
AMC PARKING GARAGE COSTS
ADDITIONAL HARD COSTS
Sitework
Sub -Surface Structure Renovation
Demolition
Off -Site Improvements
Signage
Contingency
ADDITIONAL HARD COSTS
Total
Cost
45,000,000
832,766 62.45 52,005,839 993 8,271,730 31 19 25,972,315 103.57 86,249,884
$16,000 r 500 deck spaces = 8,000,000
Soft Costs
Architectural & Engineering
Design — Signage/Landscape/Hardscape
Professional & Consulting / Marketing / Legal
Permits & Fees I% of hard costs before conlingency excluding permits and fees)
Insurance
Leasing Fees & Buyouts
Soft Cost Contingency
Construction Management Fees
Total Development Costs
23/11/09 2:50 PM Randhurst 082409 GAP FINAL BUDGET xls
14,541,500
8,200,000
3,200,000
650,000
725,000
5.00%
6,078,319
33,394,819
Total Hard Costs
127,644,703
Cost
Total
SF / Unit
cost
5,083,524
228,525
1,937,926
920,643
172,500
7,065,281
426,115
7.638.917
Total Soft Costs
23,473,431
151,118,134
Total Financing Costs
3,642,768
TOTAL PROJECT COSTS
199,760,902
Less: GAP financing
(25.000.000)
174,760,902
REGISTERED
NO. R-1
Registered Owner: TBD
RYNIRIT P
FORM OF NOTE A
MAXIMUM AMOUNT
$25,000,000, as increased by the Accretion Amount
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTY OF COOK
VILLAGE OF MOUNT PROSPECT
TAXABLE REVENUE NOTE
Accretion Amount: An amount equal to the product of the outstanding principal balance of the
Note and the Accretion Rate, which amount shall be calculated and
increase the principal balance of the Note on December 31 and June 30 of
each year until paid.
Accretion Rate: An annual rate equal to the median value of the 10 -year Treasury rate
published in the daily Federal Reserve Release for 15 business days prior
to the issuance date plus 300 basis points, and which shall compound
semi-annually
Issuance Date: 20
Maturity Date:
CENTRAL\30959546. 18F-2
20
KNOW ALL PERSONS BY THESE PRESENTS, that the Village of Mount Prospect,
Cook County, Illinois (the "Village"), hereby acknowledges itself to owe and for value received
promises to pay to the Registered Owner identified above, or registered assigns as hereinafter
provided, on or before the Maturity Date identified above, but solely from the sources hereinafter
identified, the principal balance of this Note from time to time advanced by the Registered
Owner to pay costs of the Project (as hereinafter defined) in accordance with that certain
Ordinance adopted by the Village Board of the Village on
2008 (the
"Ordinance") and that certain Redevelopment Agreement (the "Redevelopment Agreement")
dated as , 2009 between the Village and
(the "Developer") up to the sum
of $25,000,000 and the Accretion Amount (such sum, the "Principal Amount"). The Principal
Amount of this Note shall (i) accrete at the Accretion Rate per year specified above, (ii) be
computed on the basis of a 360 -day year of twelve 30 -day months and (iii) compound on
December 31 and June 30th of each year until paid. Principal of and accretion on this Note are
payable quarterly from Taxes (as such term is defined in the Redevelopment Agreement) on
deposit in the Special Fund (as such term is defined in the Redevelopment Agreement) only to
the extent Taxes exist, established pursuant to the Ordinance. Payments on this Note shall be
made pursuant to the terms of the Redevelopment Agreement.
The Principal Amount of this Note is payable in lawful money of the United States of
America, and shall be made to the Registered Owner hereof as shown on the registration books
of the Village maintained by the
_of the Village, as registrar and paying
agent (the "Registrar"), at the close of business on the fifteenth day of the month immediately
prior to the applicable payment, maturity or redemption date, and shall be paid by check or draft
1
CENTRAL\30959546.18
of the Registrar, payable in lawful money of the United States of America, mailed to the address
of such Registered Owner as it appears on such registration books or at such other address
furnished in writing by such Registered Owner to the Registrar; provided, that the final
installment of the Principal Amount will be payable solely upon presentation of this Note at the
principal office of the Registrar in Mount Prospect, Illinois or as otherwise directed by the
Village.
This Note is issued by the Village in fully registered form in the aggregate principal
amount of advances made from time to time by Developer up to $25,000,000 and the Accretion
Amount for the purpose of paying or reimbursing the costs of certain eligible redevelopment
project costs incurred by the Developer in connection with the redevelopment of the Project (as
defined in the Redevelopment Agreement) in the Village, all in accordance with the Constitution
and the laws of the State of Illinois, and particularly the Business District Development and
Redevelopment Act (65 ILCS 5/11-74.3-1 et seq.) (the "Act"), the Local Government Debt
Reform Act (30 ILCS 350/1 et SeMc .) and the Ordinance, in all respects as by law required.
The Village has assigned and pledged certain rights, title and interest of the Village in
and to Amusement Taxes, Hotel Taxes, Food and Beverage Taxes, Business District Taxes and
Sales Taxes (as defined in the Redevelopment Agreement) from the Property or the BD Property,
as the case may be, which the Village is entitled to receive pursuant to the Act and the
Ordinance, in order to pay the Principal Amount of this Note. Reference is hereby made to the
aforesaid Ordinance for a description, among others, with respect to the determination, custody
and application of said revenues, the nature and extent of such security with respect to this Note
and the terms and conditions under which this Note is issued and secured. THIS NOTE IS NOT
2
CENTRAL\30959546.18
A GENERAL OR MORAL OBLIGATION OF THE VILLAGE BUT IS A SPECIAL
LIMITED OBLIGATION OF THE VILLAGE, AND IS PAYABLE SOLELY FROM
AMOUNTS ON DEPOSIT IN THE SPECIAL FUND, AND SHALL BE A VALID CLAIM
OF THE REGISTERED OWNER HEREOF ONLY AGAINST SAID SOURCES. THIS
NOTE SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OR A
LOAN AGAINST THE GENERAL TAXING POWERS OR CREDIT OF THE
VILLAGE, WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY
PROVISION. THE REGISTERED OWNER OF THIS NOTE SHALL NOT HAVE THE
RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE VILLAGE,
THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF TO PAY
THE PRINCIPAL AMOUNT OF THIS NOTE.
As set forth in the Redevelopment Agreement, the Principal Amount of this Note is
subject to refunding (in whole or in part) without penalty.
This Note is transferable by the Registered Owner hereof in person or by its attorney duly
authorized in writing at the principal office of the Registrar in Mount Prospect, Illinois, but only
in the manner and subject to the limitations provided in the Ordinance and the Redevelopment
Agreement, and upon surrender and cancellation of this Note. Upon such transfer, a new Note of
authorized denomination of the same maturity and for the same aggregate Principal Amount will
be issued to the transferee in exchange herefor. Such transfer shall be in accordance with the
form at the end of this Note.
This Note hereby authorized shall be executed and delivered as the Ordinance provides.
3
CENTRAL\30959546.1 S
The principal balance outstanding of the Note shall be the Principal Amount minus
any amount paid on the Note or other reductions pursuant to the Redevelopment Agreement.
The Village and the Registrar may deem and treat the Registered Owner hereof as the
absolute owner hereof for the purpose of receiving payment of or on account of the Principal
Amount hereof and for all other purposes and neither the Village nor the Registrar shall be
affected by any notice to the contrary, unless transferred in accordance with the provisions
hereof.
It is hereby certified and recited that all conditions, acts and things required by law to
exist, to happen, or to be done or performed precedent to and in the issuance of this Note did
exist, have happened, have been done and have been performed in regular and due form and time
as required by law; that the issuance of this Note, together with all other obligations of the
Village, does not exceed or violate any constitutional or statutory limitation applicable to the
Village.
This Note shall not be valid or become obligatory for any purpose until the certificate
of authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, the Village of Mount Prospect, Cook County, Illinois, by its
Village Board, has caused its official seal to be imprinted by facsimile hereon or hereunto
affixed, and has caused this Note to be signed by the duly authorized manual or facsimile
signature of the Mayor as of
0
CENTRAL\30959546.18
Mayor
(SEAL)
Attest:
CERTIFICATE OF
AUTHENTICATION Registrar and Paying Agent:
Village of Mount Prospect
Cook County, Illinois
This Note is described in the
within mentioned Ordinance and
is the $25,000,000 Taxable
Revenue Note
Date:
5
CENTRAL\30959546.18
(ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto the within
Note and does hereby irrevocably constitute and appoint attorney to transfer the said Note on the
books kept for registration thereof with full power of substitution in the premises.
Dated:
Registered Owner
NOTICE: The signature to this assignment must correspond with the name of the Registered
Owner as it appears upon the face of the Note in every particular, without
alteration or enlargement or any change whatever.
Consented to as of.
Village of Mount Prospect, Illinois
By:
Title:
Z
CENTRAL\30959546.18
Termination Agreement
THIS TERMINATION AGREEMENT is entered into effective the 21 S -T day of'TGY%Var
2010, by and between RANDHURST SHOPPING CENTER LLC, a Delaware limited liabil ty
company ("Developer"), and the VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal
corporation (the "Village").
BACKGROUND:
A. Developer's predecessor -in -interest, Rouse-Randhurst Shopping Center, LLC, a Maryland
limited liability company, entered into a Redevelopment and Economic Incentive Agreement dated
August 5, 2003 (the "Agreement") with the Village, a copy of which is attached hereto as Exhibit A with
respect to certain real property located generally at the northeast corner of the intersections of Elmhurst
and Rand Roads in the V illage of Mount Prospect, Cook County, Illinois (the "Property").
B. Pursuant to that certain Redevelopment Agreement by and between Randhurst Shopping Center
LLC, a Delaware limited liability company, and the Village, dated as of the date hereof, the Developer
has agreed to tenninate the Agreement and provide evidence thereof to the Village.
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:
ARTICLE 1. RECITALS. The recitals set forth above are accurate and are expressly incorporated into
this Termination Agreement by this reference thereto as if fully set forth in this Article 1.
ARTICLE 2. TERMINATION. Developer and Village hereby terminate the Agreement, effective as of
the date this Termination Agreement is fully executed, which date shall be deemed the "Termination
Date". As of the Termination Date, the Agreement shall be and become null and void and of no further
effect whatsoever, with no further action required on the part of the Village or any other person, firm or
corporation. further, since no payments have ever been made pursuant to the Agreement, no further audit
nor final accounting nor payment nor other types of enforcement action need to occur.
ARTICLE 3. MUTUAL RELEASE OF CLAIMS. As of the Termination Date, Developer and Village
hereby agree to release each other from any and all claims, damages, costs and expenses relating to or
resulting from the Agreement.
ARTICLE 4. MISCELLANEOUS. The parties agree that the foregoing is a fair and mutual settlement
of all contractual and other lawful obligations between the parties. Either party shall execute additional
documents and provide such Further assurances as may be reasonably requested by the other party to fully
implement the terms and provisions of this Agreement. This Agreement may be executed in counterparts
and if so executed in the counterparts, together shall constitute the Agreement. This Agreement shall
inure to the benefit and be binding upon the heirs, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this instrument effective the day and year first
above written.
DEVELOPER:
RANDHURST SHOPPING CENTER LLC,
a Delaware limited liability company
By: CLP/SPF Randhurst Trust,
a Maryland real estate investment trust, its sole member
a
Brett Hutchens, Trustee
STATE OFu Y l h }
+ ) ss.
COUNTY OF
This Terminatio Agreement was acknowledged before me, a notary public in and for said state, on
2010 by J. Brett Hutchens, personally known to me to be the president of
Ra dhurst Trust, sole member of RANDHURST SHOPPING CENTER LLC, and personally
al''11 to me to be the same person whose name is subscribed to the foregoing Termination Agreement,.
Given under my hand and official seal, this A day ofWNaop
010.
y commission xpires:
LESLIE PEREZ
:. Commission # DD 901253
4_. •= Expires June 22, 2013
+F,R�1W bonded Thm Troy Fain Insurance 8043067019
VILLAGE:
VILLAGE OF MOUNT PROSPECT,
an Illinois home rule municipal corporation
Attest:
By: &,
, � u h Cieiz�l
[SEAL]
STATE OF ILLINOIS)
COUNTY OF COOK )
1, the undersigned, a Notary Public in and for the County and State aforesaid, do 11civby certify that
frye'na- U%i Ik-S and C I]9J.► personally known to nie to be the Village
President and Village Clerk, respectively, f the VILLAGE OF MOLJN 1 11R0SP1liC'T, and personally
known to me to be the same persons whose names are subscribed to the foregoing Termination
Agreement, appeared before me this day in person and severally acknowledged that as such Village
President and Village Clerk, they signed and delivered said Termination Agreement as such Village
President and Village Clerk and caused the corporate seal of said Village to be affixed thereto, pursuant to
authority given by the Board of Trustees of said Village, as their free and voluntary act and as the free and
voluntary act and deed of said Village, for the purposes therein set forth.
Given Linder my hand and official seal, thi0l�fday of , 2010.
Notary Public
CyFFtGtAL � �
My commission expires:
S ; rl
MARIE'T JOF#4SON
its
OF t
MWpRY PUS�-IC •STATE
1� �pMMf5StW EXP1R�eS:�3#(15J11
TERMINA TION A GREEMENT ACKNOWLEDGED BY.•
COSTCO WHOLESALE CORPORATION,
a Washngt orporation
By:
- --
Print Name: MARoAM C. MCCUU A
-A$S�TAM' i�'i�11EY
Title:
Date:
1
STATE OF )
ss.
COUNTY OF
This Termination Agreement was acknowledged before me, a notary public in and for said state, on
2010 by �[�, personally known to me to
be ze of COSTCO WHOLESALE CORPORATION, a
Washington corporation, and persona y known to be the same person whose name is subscribed to the
foregoing Termination Agreement.
Given under my hand and official seal, this , day of 2010.
',�earrrerrrrer�r f % �
Public
CSM � �'� My commission expires:
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