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HomeMy WebLinkAbout8.1 1st reading of an ORDINANCE AUTHORIZING A REDEVELOPMENT AGREEMENT FOR LADY DAHLIA'S TEQUILA BAR AND PATINA WINE BAR COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT.Subject Ist reading of an ORDINANCE AUTHORIZING A REDEVELOPMENT FOR LADY DAHLIA'S • ♦ •% COMPRISING PART • PROSPECT AND MAIN TIF DISTRICT • • • PROSPECT. Meeting July 18, 2023 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - Fiscal Impact true Dollar Amount $280,000 Budget Source Prospect and Main TIF fund Category NEW BUSINESS Type Action Item The new owners of the retail space located at 127 - 137 W. Prospect Ave. are requesting financial assistance from the Village to facilitate the opening of the Lady Dahlia's Tequila Bar and the Patina Wine Bar. The two establishments would occupy approximately 6,000 square feet of space along Prospect Ave. The building is owned by George Tselos (Emerson Ale House) and Chris Demas, doing business as CG Mount Prospect LLC. Mr. Tselos and Dimitri Lykouretzos (Honey Biscuit), are owners of the Lady Dahlia Tequila Bar restaurant. They indicate that their restaurant concept takes a modern and playful twist on authentic Latin and Mexican favorites. Dishes are made fresh and from scratch, including classic and reimagined tacos, Brussels sprout nachos and cheese crisps (Mexican Pizza). Their signature hand shaken cocktails use only fresh, seasonal ingredients, and they will offer one of the top selections of tequilas, mezcals and agave -based spirits in the Midwest, as well as a rotating selection of local craft and Mexican beers. They plan to open for business this fall. The Patina Wine Bar will be owned and operated by Carissa Shaffer and Tim Arifi who currently operate the first Patina Wine Bar in downtown Park Ridge. Their 1 Park Ridge location opened earlier this year and has been well received by the community. They have several years of experience with such restaurants as the Francesca's Restaurant Group, Boka Restaurant Group, Knife and Tine, Cafe Lucci and Bobby's Deerfield. They will offer a wide range of wines and full menu of specialty dishes. They expect to open for business in the spring of 2024. These two concepts would be significant additions to the Prospect Avenue corridor and would be a big draw for the downtown area. The addition of the tequila bar and wine bar would continue the significant private investment that is ongoing in the corridor with the recent addition of Caputo's Fresh Market, and soon to open Whiskey Hill Brewery and Salerno's Pizzeria. The cost of equipment and buildout exceed $1.6 million for the two restaurants. Both ownership groups have advised that without TIF assistance their projects will not move forward. The attached RDA authorizes $280,000 in assistance in three payments. The first payment would be for $140,000 upon the opening of the Lady Dahlia's restaurant, the second payment would be for $40,000 and would be paid after the completion of the water service upgrade for Patina's and the final payment would be for $100,000 upon the opening of the Patina's restaurant. It should be noted that the two restaurants would generate approximately $100,000 annually to the Village in sales and food and beverage taxes. In addition, the restaurants would employ approximately 30 staff generating over $1 million in payroll. Staff has reviewed the petitioner's budget and is supportive of the $280,000 TIF assistance to incentivize Lady Dahlia's Tequila Bar and Patina Wine Bar to locate along Prospect Avenue. Alternatives 1. Approve the ordinance authorizing the Redevelopment Agreement. 2. Discretion of the Village Board. Staff Recommendation Staff recommends that the Village Board approve the ordinance authorizing the Redevelopment Agreement. ATTACHMENTS: Narrative—Lady Dahlia.pdf Patina Floor Plan from June 29th.pdf Patina Wine Bar PP.pdf Renderings—Lady Dahlia.pdf 2 Lady Dahlia RDA.pdf Ord RDA Lady Dahlia.pdf LAC:ff��i�i�i�i�uiluiiiiiiiiiiiiiiiiiiii Coming soon to Mt. Prospect is an innovative spin on classic Mexican dining, unlike anything in the area. Inspired by taco and tequila -fueled conversations, "Lady Dahlia Tequila Bar" takes a modern and playful twist on authentic Mexican favorites. Dishes delivered by our kitchen are made fresh and from scratch, including our classic and reimagined tacos, brussel sprout nachos and cheese crisps (Mexican Pizza). Our signature hand shaken cocktails use only fresh, seasonal ingredients, and our bar program offers one of the top selections of tequilas, mezcals and agave -based spirits in the Midwest, as well as a rotating selection of local craft and Mexican beers. 4 In 133-135 W Prospect Ave, Mt Prospect June 29, 2023 Propo6�Warer Service w/m�-t�r 1,5"H Page 1 of 3 OFFICE � � � Relocat^d Gas I, ter 6'-0" T o" _ Tom` 8'-O y crick TONT 1 TOILET 2 9 FExi,Ting 9 GJUH � O MECH' o Ii.Q�4I�1 chlmny E1 Pane1 D�-S' QQ 22311, � 35.5"x35.5" 35.5'k35.5" gzg UNIT #133-135 2202.41 5c1. Pt. IIAlL1LVVt&i1` '3 v �,7ISUI— CLIENT AREA 0 `� 35.5"e35.5" EXIStIn� 355k3b.b 35.5"x35 F" Existing , 1.T_2„ - - N I}RY ST(kRA6E, N 6.6• y 36" oteel Column �� Steel Column �- g � Ste I lu Pizza n Oven EPizzale y N c�'Q�2y ewe �� N 36" Wmmu _ Oven 75'_11" m A EA 26.-0'' 5,_ _ o v, 18,-rW F owe KITCiiEN ✓. 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[4 TO THE CITY i1 1 : ozw wszz q)p�= o Iln wz� wSQz IN y2�— ozJ�o wzaz -z oz�� wQSz oo� Unit#137 oozes ooaZ oozN On ��0 OrL1Sz w� FROF05ED FLOOR PLAN �� �wI mow? SCALE: 1/4"=Y-0" Page 2 of 3 1- 133-135 W Prospect Ave, Mt Prospect June 29, 2023 Ealstin Water Service%" No Meter to be removed FI;OF05ED DEMOLITION FLOOR PLAN NddlbIX/tlpAMpl� 5CALE:1/4" T-0" Page 3 of 3 ' II I I I I II II I I I I 11- o II I I I I I I I I II N II STORAGE 1 F STORAGE 2 �ist'ng brick chimney ELF -1i 100x, if 9 1 1 l9 22 E5KK LP -1— V'3115 to be partition 36„ removed wall, to be _ L removed I F= OPEN SPACELL- TQill ET 1 II � i = 15'-0" 36" 36"�Embting Exiting 11�J--- �ExiStimg UNIT#133-135 Steel Column 2202.41 5 ft. Steel Column Steel Column a toileta and t �" partit[on li .115 to be 1 11- TOI .ET :v N removed LL N F — in furnace and water heater Fi.r'anei walla to be — 0 200A.10, removed z F JO SRK .IOI j/ II "LJ 9HA -xl5ting d ws imeter to be r ved g Water X" Meter Unit #137 ° ee 69'-11" FI;OF05ED DEMOLITION FLOOR PLAN NddlbIX/tlpAMpl� 5CALE:1/4" T-0" Page 3 of 3 VINE B VE, MT. PROSPEC e THE CONCEP Patina Wine Bar will be the first wine shop in the newly developed downtowi Prospect area. Patina will mirror its sister location in and will offer small plates, flatbreads, and desserts along with a full wine, be( list for guests to enjoy in our 45 seat stc Patina's walls will be lined with moder displays with retail wine, beer and spit as well as beverage related gifts and ho Patina Wine Club will expand to Mt. will help to educate and bring wine lov area. We will be having regular tastings, wit events, wine, spirit and beer dinners to local business. THE NAME - PATINA WINE BP The name Patina comes from our idea of what our concept will represent. Patina, by definition, is a gloss or sheen on a surface resulting from age. Bobby's Restaurants have been a well known and respected restaurant group for over z5 years. We have been proud to work and continue to work for such an amazing company. We are taking the all the wonderful things we have learned about wine, food and hospitality and putting a "gloss" on it for this new and fresh concept. PATINA WINE BAfZ...- TEAM OWNER/MANAGER CAR,ISSA SHAFFEf - Carissa has been active in the restaurant industry for over z5 years. In zoo3, she graduated from the Cooking and Hospitality Institute of Chicago and began managing restaurants. She spent 8 years with Francesca's Restaurants Group as the Director of Operations and a Managing Partner. As her curiosity grew for wine and fine dining, she took a job as the Director of Operations with Boka Restaurant Group in Chicago, where she was able to work with Michelin Star Restaurants, James Beard Award Winning Chefs and Master Sommeliers. In:Z014, Carissa went on to open her own restaurant, Knife & Tine, in Lincoln Park to critical acclaim. Shortly afterwards, she went on to open Concord FiftyFive Event Space and Chefs & Company Catering. In zoi8, she sold off her business and began working with Bobby's Restaurants as a Director of Operations and Partner at Cafe Lucci and Bobby's Deerfield. In zoz3, Carissa and her partner Tim opened the first Patina Wine Bar in Park Ridge. The neighborhood went wild for an amazing wine bar with incredible food and they have been packed ever since. She is extremely excited to bring this concept to Mount Prospect. OWNER/MANAI TIM ARIFI Tim grew up in the family restaurant business with Grandfather and Father owning Cafe Lucci in Glen young age, he spent all his time at the restaurant doi from hosting to washing dishes to valeting cars. In zoos, Tim headed to Illinois State University wh a degree in Operations Management and Entrepren( his time in college, he opened a mobile car detailing which was one of the first in Illinois. The business successful and profitable. But the call of the restaur� was too strong, and he soon bought in as a partner o Deerfield. Shortly after, he became the CFO of Bob Restaurants, handling the finances and overseeing reporting and cashflow. Tim opened Patina Wine Bar in Park Ridge in:Z023 oversees the beverage program at all the restaurants, have unique and allocated items while also managin programming and inventory. WI N.E DIRECT Bobby has been the owner and wine director for and Bobby's Deerfield since 1995• His wine lists r countless awards and received accolades from W Wine Enthusiast, Check Please, The Chicago Tr Daily Herald. Bobby's love for wine and ongoing education has over the world to places like Napa Valley, Tuscai and beyond. During the height of the Covid Pandemic in2,o2,, realized the need for a retail wine program at bot: restaurants. His following has grown exponential past two years and is averaging close to a million sales per year. Bobby is excited to have another storefront to sel selections, while running classes, wine dinners at winemakers. CHEF/MANAGING PARTNER - JOSE LUIS CISNEROS Jose Luis was the sous chef and catering chef for Bobby's Deerfield since zoiz. When opening Patina Park Ridge, he moved over as the Head Chef and Managing Partner. He plays a very active role in managing kitchen operations including inventory, food costing and menu development. His menu at Patina has recently won a Daily Herald "Best of the Suburbs Award' and he prides himself on serving high quality and unique dishes unexpected for a typical wine bar. Jose Luis loves to use local and seasonal ingredients and plans on taking advantage of the Mt. Prospect farmers market. WINE CLUB MANAGE MANAGING PAUNE DAMIAN COUELI- Damian has been with Bobby's Restaurants sine started as a server and quickly moved his way u] the General Manager of Bobby's Deerfield. His favorite part of the job is heading up the bee for both restaurants. He has created a very pops craft beer list and handles all the staff education. He is currently in the process of studying to bec certified as a Cicerone. Before coming to Bobby's Restaurants, Damain Cooper's Hawk Winery and was a top seller of i club. He is currently running the Park Ridge Patina N and in just 3 months has gained over loo member EVENT COORDINATOR HEATHER MARS ALLK Heather is the Director of Private Events for Bobby's Restaurants and she and her assistant, will handle all the events at Patina Wine Bar. During her tenure, she has increased private event sales consistently by an average of Io% a year at both locations. She is very active with both the Glenview and Deerfield Chamber of Commerce, as well as Visit Chicago North Shore and Visit Lake County Tourist Groups. Heather has always had a deep love for wine and completed her Level One Sommelier Certificate. She feels this will be a key component for helping her guests' select menus for their parties. -gnla auinn atja pur jjuia-i `nuaw ay -Toj g aui•A� uuilud lulil sam uiOT Supz)ajas act tj�innuol� �aij�� •a paln,oul siij puudxa '1I pine aaaa.10 'ull O -TD 'IuSnl.zod of puo.igv eiI pine saUTAN anbiun .ioj uoissud v sutj aH • o dznd ;Dlil puu IaIOH iTA� aij lasnoLljva%S �i it -TailauzuzoS aip Supp ivads svrn �aa�Ea ,d Xpua aii L •sxaijaw-LuoS TaisuW jo imoD uzuxa Iruij sno.ToSi.1 puV SuiSuallUila X.IaA ud aLj 'Suixpnis puu sassup jo s.Iuax ialjv 'jug auiAN vullu d )D jaijauzuzoS paijii.zaD .ino aq IIIA,� ailXA� JAVHS 3I1) AN 13I13wWOS THE COMPETITION- WINE BARS Tuscan Market- Arlington Heights Has Retail Wine and Tastings Does not have Wine Club Patina will have more of a full dinner menu and will also offer brunch. Uncork, Unwind- Des Plaines Has Retail Wine and Tastings Does not have a Wine Club Does not have 40 seats and has a very small patio. THC COMPETITION - WINE FOCUSED RESTAURANTS Cooper's Hawk- Arlington Heights Has retail wine, tastings, wine club and party room. Full service restaurant Does not offer wines outside their own brand. Trezeros Italian Restaurant- Mt. Prospect Has a party room and a nice selection of wine. Full service restaurant Does not have a wine club or offer retail wine THE COMPETITION- R-ETAIL STORES Vintages- Arlington Heights Have wine club and gifts No Food, No Party Room, NoTastings iinny's Beverage Depot- Arlington -leights and Des Plaines 3 ig Box Store, No Food, No Party doom MEMO= E I r AO's DA/4 sm REDEVELOPMENT AGREEMENT FOR THE LADY DAHLIA TEQUILA BAR AND PATINA WINE BAR COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS This Redevelopment Agreement For the Lady Dahlia Tequila Bar and Patina Wine Bar Comprising A Part of The Prospect And Main TIF District of The Village Of Mount Prospect, Illinois (the "Agreement") is made and entered into as of the day of , 2023 (the "Effective Date") by and between the Village of Mount Prospect, Illinois, an Illinois home rule municipal corporation (the "Village") and CG Mount Prospect LLC (the "Developer") (the Village and the Developer are sometimes referred to herein individually as a "Party," and collectively as the "Parties"). WITNESSETH: IN CONSIDERATION of the Preliminary Statements, the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties hereto agree as follows: I. PRELIMINARY STATEMENTS Among the matters of mutual inducement which have resulted in this Agreement are the following: A. The Village is a home rule unit of government in accordance with Article VII, Section 6 of the Constitution of the State of Illinois, 1970. B. 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 presence of blight, to encourage private development in order to enhance the local tax base and increase additional tax revenues realized by the Village, to foster increased economic activity within the Village, to increase employment opportunities within the Village, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes, and otherwise take action in the best interests of the Village. C. The Village is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., as amended (the "Act"), to finance redevelopment in accordance with the conditions and requirements set forth in the Act. D. Pursuant to Ordinance Numbers 6293, 6294 and 6295, adopted January 17, 2017, the Village designated the tax increment redevelopment project area (the "Redevelopment Project Area"), approved a tax increment redevelopment plan and project (the "TIF Plan"), and adopted tax increment 561481_1 35 financing relative to the Village's Prospect and Main Financing District (the "TIF District"); said TIF District described and depicted as set forth in EXHIBIT A-1 and respectively, attached hereto and made part hereof. Tax Increment being legally EXHIBIT A-2, E. Developer seeks to establish the Lady Dahlia Tequila Bar and Patina Wine Bar restaurants in the retail space located at 127 —137 W. Prospect Avenue ("the Project") in downtown Mount Prospect ("the Business Location"). Developer will invest at least One Million One Hundred Thousand and No/100 Dollars in the Project. It is necessary for the successful completion of the Project that the Village enter into this Agreement with the Developer to provide for the redevelopment of the Property, thereby implementing the TIF Plan. F. The Developer has been and continues to be unable and unwilling to undertake the Project, but for certain tax increment financing ("TIF") incentives for the construction of the Lady Dahlia Tequila Bar and Patina Wine Bar restaurants at the Business Location, not to exceed Two Hundred Eighty Thousand and No/100 dollars ($280,000.00), to be provided by the Village in accordance with the Act and the home rule powers of the Village, which the Village is willing to provide under the terms and conditions contained herein. The Parties acknowledge and agree that but for the aforementioned TIF incentives, to be provided by the Village, Developer cannot successfully and economically develop the Project in a manner satisfactory to the Village. The Village has determined that it is desirable and in the Village's best interest to assist Developer in the manner set forth herein, and as this Agreement may be supplemented and amended from time to time pursuant to the mutual agreement of the Parties and in the manner as herein provided. G. This Agreement has been submitted to the Corporate Authorities of the Village (as defined below) for consideration and review, the Corporate Authorities have taken all actions required to be taken prior to the execution of this Agreement in order to make the same, and any and all actions taken by the Village in furtherance hereof, binding upon the Village according to the terms hereof, and any and all actions of the Corporate Authorities of the Village precedent to the execution of this Agreement have been undertaken and performed in the manner required by law. H. This Agreement has been submitted to the Developer for consideration and review, the Developer has taken all actions required to be taken prior to the execution of this Agreement in order to make the same binding upon the Developer according to the terms hereof, and any and all action of the Developer precedent to the execution of this Agreement has been undertaken and performed in the manner required by law. 561481_1 36 The Village is desirous of having the Redevelopment Project Area rehabilitated, developed and redeveloped in accordance with the TIF Plan, and particularly the Project as a part thereof, in order to serve the needs of the Village, arrest physical decay and decline in the Redevelopment Project Area, increase employment opportunities, stimulate commercial growth and stabilize the tax base of the Village and, in furtherance thereof, the Village is willing to offer Developer the TIF incentives referenced in subsection F. above, under the terms and conditions hereinafter set forth, to assist such development. II. DEFINITIONS For the purposes of this Agreement, unless the context clearly requires otherwise, words and terms used in this Agreement shall have the meanings provided from place to place herein, and as follows: A. "Change in Law" means the occurrence, after the Effective Date, of an event described below in this definition, provided such event materially changes the costs or ability of the Party relying thereon to carry out its obligations under this Agreement and such event is not caused by the Party relying thereon: Change in Law means any of the following: (1) the enactment, adoption, promulgation or modification of any federal, State or local law, ordinance, code, rule or regulation (other than by the Village, or, with respect to those made by the Village, only if they violate the terms of this Agreement); (2) the order or judgment of any federal or State court, administrative agency or other governmental body (other than the Village); or (3) the adoption, promulgation, modification or interpretation in writing of a written guideline or policy statement by a governmental agency (other than the Village, or, with respect to those made by the Village, only if they violate the terms of this Agreement). Change in Law, for purposes of this Agreement, shall also include the imposition of any conditions on, or delays in, the issuance or renewal of any governmental license, approval or permit (or the suspension, termination, interruption, revocation, modification, denial or failure of issuance or renewal thereof) necessary for the undertaking of the actions to be performed under this Agreement (except any imposition of any conditions on, or delays in, any such issuance or renewal by the Village, except as provided herein). B. "Corporate Authorities" means the Mayor and Board of Trustees of the Village of Mount Prospect, Illinois. C. "Day" means a calendar day. 561481_1 37 D. "Effective Date" means the day on which this Agreement is executed by the Village, with said date appearing on page 1 hereof. E. "Incremental Property Taxes" means that portion of the ad valorem real estate taxes, if any, arising from the taxes levied upon the Property, which taxes are actually collected and paid to the Village, and which are attributable to the increase in the equalized assessed valuation ("EAW) of the Property over and above the EAV of the Property at the time of the formation of the TIF District, all as determined by the County Clerk of the County of Cook, Illinois, pursuant to and in accordance with the TIF Act, the TIF Ordinances and this Agreement, and which have been received by the Village on and after the Commencement Date (as defined in Section XI.A. below). F. "Incentive Fund" means the special fund set up by the Village into which the Village will deposit Incremental Property Taxes generated by the Project. G. "Party" or "Parties" means the Village and/or the Developer, individually/collectively, and their respective successors and/or assigns as permitted herein, as the context requires. H. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, or government or any agency or political subdivision thereof, or any agency or entity created or existing under the compact clause of the United States Constitution. "State" means the State of Illinois. J. "TIF Eligible Redevelopment Costs" means the costs of the Project, to be reimbursed, in part, from Incremental Property Taxes pursuant to the TIF Act, and permitted to be reimbursed as a "redevelopment project cost" in Section 3(q) of the TIF Act, 65 ILCS 5/11-74.4-3(q), by the Village, as provided in this Agreement. K. "TIF Ordinances" means those Ordinances referenced in subsection I.D. above. L. "Uncontrollable Circumstance" means any event which: is beyond the reasonable control of and without the fault of the Party relying thereon; and 2. is one or more of the following events: a. a Change in Law; 561481_1 38 b. insurrection, riot, civil disturbance, sabotage, act of the public enemy, explosion, fire, nuclear incident, war or naval blockade; C. epidemic, hurricane, tornado, landslide, earthquake, lightning, fire, windstorm, other extraordinary or ordinary weather conditions or other similar act of God; d. governmental condemnation or taking other than by the Village; e. strikes or labor disputes, or work stoppages not initiated by the Developer or the Village; f. unreasonable delay in the issuance of building or other permits or approvals by the Village or other governmental authorities having jurisdiction other than the Village including but not limited to the Illinois Department of Transportation ("IDOT" ), the Metropolitan Water Reclamation District of Greater Chicago ("MWRD") and/or the Illinois Environmental Protection Agency ("IEPA"); g. shortage or unavailability of essential materials, which materially change the ability of the Party relying thereon to carry out its obligations under this Agreement; h. unknown or unforeseeable geo-technical or environmental conditions; i. major environmental disturbances, which delay construction by more than thirty (30) days; j. vandalism; or k. terrorist acts. Uncontrollable Circumstance shall not include: economic hardship; unavailability of materials (except as described in subsection 2.g. above); or a failure of performance by a contractor (except as caused by events which are Uncontrollable Circumstances as to any applicable contractor). For each day that the Village or the Developer is delayed in its performance under this Agreement by an Uncontrollable Circumstance, the dates set forth in this Agreement shall be extended by one (1) day without penalty or damages to either Party. M. "Village Code" means the Village of Mount Prospect Village Code, as amended. III. CONSTRUCTION OF TERMS This Agreement, except where the context by clear implication shall otherwise require, shall be construed and applied as follows: A. Definitions include both singular and plural. 561481_1 39 B. Pronouns include both singular and plural and cover all genders. C. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation". D. Headings of Sections herein are solely for convenience of reference and do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. E. All exhibits attached to this Agreement shall be and are operative provisions of this Agreement and shall be and are incorporated by reference in the context of use where mentioned and referenced in this Agreement. In the event of a conflict between any exhibit and the terms of this Agreement, the Agreement shall control. F. Any certificate, letter or opinion required to be given pursuant to this Agreement means a signed document attesting to or acknowledging the circumstances, representations, opinions of law or other matters therein stated or set forth. Reference herein to supplemental agreements, certificates, demands, requests, approvals, consents, notices and the like means that such shall be in writing whether or not a writing is specifically mentioned in the context of use. G. The Village Manager, unless applicable law requires action by the Corporate Authorities, shall have the power and authority to make or grant or do those things, certificates, requests, demands, notices and other actions required that are ministerial in nature or described in this Agreement for and on behalf of the Village and with the effect of binding the Village as limited by and provided for in this Agreement. The Developer is entitled to rely on the full power and authority of the Persons executing this Agreement on behalf of the Village as having been properly and legally given by the Village. H. In connection with the foregoing and other actions to be taken under this Agreement, and unless applicable documents require action by Developer in a different manner Developer hereby designates as its authorized representative who shall individually have the power and authority to make or grant or do all things, supplemental agreements, certificates, requests, demands, approvals, consents, notices and other actions required or described in this Agreement for and on behalf of the Developer and with the effect of binding the Developer in that connection (such individual being designated as an "Authorized Developer Representative"). The Developer shall have the right to change its Authorized Developer Representative by providing the Village with written 561481_1 40 notice of such change from both authorized representatives which notice shall be sent in accordance with Section XVII.B. of this Agreement. IV. COOPERATION OF THE PARTIES The Village and the Developer agree to cooperate in implementing the Project in accordance with the Parties' respective obligations set forth in this Agreement, and specific approvals by the Village in the future, relative to the development of the Project, including zoning applications relative thereto, and Village -issued permits and approvals relative thereto. V. DEVELOPMENT OF THE PROJECT A. Approvals, Permits, Construction, and Completion. The Developer shall, subject to Uncontrollable Circumstances: Lady Dahlia Tequila Bar: 1. On or before October 1, 2023, complete construction of the Project. 2. On or before November 1, 2023, obtain a Certificate of Project Completion (as defined in Section X.A. below). Patina Wine Bar: On or before January 1, 2024, apply for all necessary permits and approvals from all governmental agencies having jurisdiction over the Project as may be required to commence construction of the Project. 2. On or before February 1, 2024, commence construction of the Project. 3. On or before May 1, 2024, complete construction of the Project. 4. On or before June 1, 2024, obtain a Certificate of Project Completion (as defined in Section X.A. below). B. Incentive Amount. The Village shall reimburse Developer for TIF Eligible Redevelopment Costs, in relation to the Project, in an amount not to exceed Two Hundred Eighty Thousand and No/100 Dollars ($280,000.00) from the Incentive Fund (the "Funding Cap"). The Village shall pay to the Developer One Hundred Forty Thousand and No/100 Dollars ($140,000.00) after the Lady Dahlia Tequila Bar has been open and operating, Forty Thousand and No/100 Dollars 561481_1 41 ($40,000.00) after completion of the new water service for the Patina Wine Bar and and One Hundred Thousand and No/100 Dollars ($100,000.00) after the Patina Wine Bar has been open and operating (the Payment Dates"). 2. The total amount paid by the Village to the Developer from the Incentive Fund shall not exceed the Funding Cap. 3. Some of the TIF Eligible Redevelopment Costs are set forth on EXHIBIT A attached hereto and made a part hereof, relative to the Project. The Developer shall only be entitled to receive payment of TIF Eligible Redevelopment Costs up to the Funding Cap. C. Conditions and Procedure for Payment of Incentives. The Village's obligation to reimburse the Developer in relation to the Project from the Incentive Fund is subject to the following conditions precedent, in addition to those set forth elsewhere in this Agreement: (i) Acquisition by the Developer of all necessary Village zoning approvals for the Project; (ii) The Developer being current with all Federal, State and local tax obligations; (iii) The Developer obtaining a temporary certificate of occupancy for the Project; (iv) The Developer is in compliance with the covenants, obligations and agreements in Sections VII, VIII, IX and XI of this Agreement; and (vi) The Developer is otherwise in compliance with all of the terms of this Agreement and the laws and regulations of the Village, the State of Illinois and the United States of America. 2. The Village shall reimburse the Developer, subject to the Funding Cap, for the Developer's actual expenditures of TIF Eligible Redevelopment Costs, including but not limited to those set forth on, and in the amounts included in, EXHIBIT B, relative to the Project (the "TIF Incentive Rebate"), whether incurred by the Developer prior to or after the Effective Date. Said TIF Incentive Rebate shall be paid to the Developer as follows: (i) The Village shall pay the Developer at the Payment Dates, provided the Village is in receipt of the Developer's request for 561481_1 42 reimbursement of TIF Eligible Redevelopment Costs documented by the Developer to have been incurred and paid for by the Developer in relation to the Project (which documentation shall accompany each such request for reimbursement). Requests for reimbursement of TIF Eligible Redevelopment Costs paid by the Developer shall be forwarded to the Village's Finance Director, accompanied by a fully executed lien waiver, copy of the paid receipt or other proof of payment therefor, and any other information reasonably requested by the Village. The Village shall review the request and determine if it should be paid, and if so, the Village shall pay such request for reimbursement at the Payment Dates, provided there are sufficient Incremental Property Taxes within the Incentive Fund to do so. If the Village elects to withhold or deny such payment, the Village shall promptly (and in any event not later than the date payment would otherwise have been due) advise the Developer in writing as to the specific basis for the Village's position. In the event the Developer does not make timely submittal of documentation in support of its request for reimbursement of TIF Eligible Redevelopment Costs, the Village is willing to consider on a case-by-case basis making a reimbursement after the Payment Dates. (iii) The TIF Incentive Rebate by the Village shall cease upon the Developer's receipt of the full amount of the Funding Cap or the expiration of the Term (as defined in Section XVII.P. below) of this Agreement, whichever occurs first. (iv) Subject to Uncontrollable Circumstances, if at any time the Project ceases to operate during the term of this Agreement, the payment of Increment Property Taxes shall cease, and shall not be reinstated thereafter. 3. The TIF Incentive Rebate is not a general obligation of the Village, and the Village's full faith and credit are not pledged or encumbered to provide the Developer with the TIF Incentive Rebate. 4. A delineation of the TIF Eligible Redevelopment Costs for the Project is set forth in EXHIBIT B, and the Village shall not reimburse the Developer for any costs of the Project not listed on said EXHIBIT B. VI. UNDERTAKINGS ON THE PART OF THE VILLAGE A. The Village agrees to: 561481_1 43 Cooperate with Developer in Developer's attempts to obtain all necessary approvals, licenses and/or permits from any governmental or quasi -governmental entity other than the Village and, upon request of Developer, will promptly execute any applications or other documents (upon their approval by the Village) which Developer intends to file with such other governmental agencies, quasi -governmental agencies and/or utility companies in regard to the Project. B. The Village shall further promptly respond to, and/or process, and consider reasonable requests of Developer for applicable building approvals and/or permits, driveway permits, drive thru permits, special use permits (if and to the extent applicable), curb cut permits, or other approvals, permits and/or licenses necessary for the construction of the Project. Approval of any building approvals and/or permit applications and/or engineering plans and/or operating licenses (including liquor licenses, subject to the applicant therefor being qualified to receive same under both State law and the Village's ordinances) shall be contingent on the Developer providing all required and requested documentation including, but not limited to, building plans required to substantiate that said improvements fully conform with all applicable State statutes and also all Village ordinances and codes, as well as receipt of all required building approvals from any federal, state, regional or county agencies having applicable jurisdiction. VII. DEVELOPER'S OBLIGATIONS Developer shall have the obligations set forth below, in addition to those set forth elsewhere in this Agreement, for the development, construction, financing, completion and furtherance of the Project: A. Use of Funds. The Developer shall use Incremental Property Taxes solely for TIF Eligible Redevelopment Costs. B. Constructions in Accordance with Approvals and Laws. The Developer shall construct the Project materially and substantially in conformance with the approvals therefor from the Village. The Developer shall pay or cause to be paid all building -related fees required by the Village Code, except as waived or modified in this Agreement. The Developer shall at all times acquire, install, construct, operate and maintain the Project in substantial conformance with all applicable laws, rules, ordinances, and regulations. All work with respect to the Project shall substantially conform to all applicable federal, State and local laws, regulations and ordinances, including, but not limited to, zoning, subdivision and planned development codes, building codes, environmental laws (including any law relating to public health, safety and the environment and the amendments, regulations, orders, decrees, permits, licenses or deed restrictions now or hereafter 561481_1 44 promulgated thereafter), life safety codes, property maintenance codes and any other applicable codes and ordinances of the Village, or any of its rules or regulations or amendments thereto which are applicable to all properties in the Village and are in effect from time to time during the construction and maintenance of the Project and/or during the term of this Agreement. C. Construction Staging. During the construction of the Project as herein contemplated, the Developer shall stage its construction of the Project to avoid to the fullest extent possible any material community disruption. D. Meetings with Village. Developer shall meet with the Corporate Authorities and Village staff and make presentations to the Corporate Authorities and Village staff as reasonably requested by the Village Mayor or Village Manager in order to keep the Village apprised of the progress of the Project. VIII. ADDITIONAL COVENANTS OF DEVELOPER A. Continued Existence. Developer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and standing as a business concern licensed by the State of Illinois, so long as this Agreement is in effect, and for so long as Developer has any other remaining obligation pursuant to the terms of this Agreement, whichever is the first to occur. B. Further Assistance and Corrective Instruments. The Village and Developer agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be reasonably required for carrying out the intention of or effectuating or facilitating the performance of this Agreement to the extent legally permitted and within the Village's and the Developer's sound legal discretion. C. No Gifts. Developer covenants that no director, employee or agent of Developer, or any other Person connected with Developer, has made, offered or given, either directly or indirectly, to any member of the Corporate Authorities, or any officer, employee or agent of the Village, or any other Person connected with the Village, any money or anything of value as a gift or bribe or other means of influencing his or her action in his or her capacity with the Village. D. Disclosure. Concurrently with execution of this Agreement, Developer shall disclose to the Village the names, addresses and ownership interests of all Persons that have an ownership interest in the Developer, together with such supporting documentation that may be reasonably requested by the Village. Developer further agrees to notify the Village throughout the 561481_1 45 term of this Agreement of the names, addresses and ownership interests of any changes of owners of the Developer. E. Prevailing Wage. Developer shall comply with the Illinois Prevailing Wage Act. Developer warrants and represents that it has reviewed the Illinois Prevailing Wage Act, that it has reviewed the regulations promulgated thereunder, and that it understands the obligations imposed on it by this Section VIII.E. F. Open Book. The Project shall be an "open book" project, meaning that the Developer and the general contractor (or contractors, if more than one) will assure continuing access to the Village's agents at Developer or general contractor's office for the purpose of reviewing and auditing their respective books and records relating to any item necessary to determine the costs of the Project; provided, however, that all such access shall be limited to normal business hours upon reasonable prior notice and shall not occur more frequently than once per calendar quarter. The foregoing Village review rights shall terminate one (1) year after the issuance of the Certificate of Project Completion with respect to costs for the Project, unless the Developer has failed to make available any such books and/or records requested in writing by the Village. Developer shall provide to the Village copies of any partnership agreements, limited liability company operating agreements, corporate by-laws or joint venture agreements pertaining to the Project to which the Developer is a party; provided that the Developer may, (if Developer has previously provided the Village not less than thirty (30) days to review such confidential financial materials), remove from the copies of such agreements any confidential financial information previously disclosed to the Village and not since changed in form or substance and the Village shall keep such agreements confidential, to the maximum extent permitted by law. All documents made available for review or provided to the Village pursuant to this Section may be proprietary, privileged and confidential and are provided to the Village subject to the protections from disclosure set forth in Section 7(g) of the Freedom of Information Act (5 ILCS 140/7 (g)). Failure to provide the corporate documents or allow review of the financial books within fifteen (15) days after request by the Village shall be an Event of Default. Developer shall exercise prudence and good faith in attempting to contract with persons or entities that are reputable and experienced in their respective areas for the provision of services or material for the design and construction of Project at costs not in excess of market rates. The general contractor (or general contractors) designated by Developer shall be experienced and reputable. G. Hours of Operation. The Developer shall operate the Lady Dahlia Tequila Bar and the Patina Wine Bar restaurants during business hours consistent with other comparable restaurants in the Mount Prospect downtown area. 561481_1 46 Lady Dahlia's Tequila Bar shall be open for lunch hours the majority of weekdays. IX. ADHERENCE TO VILLAGE CODES AND ORDINANCES Except as otherwise provided for in this Agreement, all development and construction of the Project shall comply in all respects with the provisions in the building, plumbing, mechanical, electrical, storm water management, fire prevention, property maintenance, zoning and subdivision codes of the Village and all other germane codes and ordinances of the Village in effect from time to time during the course of construction of the Project. The Developer, by executing this Agreement, expressly warrants that it has examined and is familiar with all the covenants, conditions, restrictions, building regulations, zoning ordinances, property maintenance regulations, environmental laws (including any law relating to public health, safety and the environment and the amendments, regulations, orders, decrees, permits, licenses or deed restrictions now or hereafter promulgated thereafter) and land use regulations, codes, ordinances, federal, State and local ordinances, and the like, currently in effect. X. SPECIAL CONDITIONS A. Certificate of Project Completion. Within thirty (30) days after written request from Developer, and provided that Developer has not received any notice of default under this Agreement or notice of non-compliance with any Village codes with respect to Developer's construction obligations, any of which have not been cured, and after the Village has issued the final certificate of occupancy for the Project at the Business Location, and has confirmed that the the Project has been constructed in substantial and material compliance with all Village codes and this Agreement, the Village shall deliver a certificate of completion and satisfaction of all construction terms, covenants and conditions contained in this Agreement (the "Certificate of Project Completion") or, if not complete or satisfied, a written statement as to what deficiencies exist, and upon Developer's correction of such issues, the Village shall then promptly issue to Developer a Certificate of Project Completion. The date the Certificate of Project Completion is issued shall be the "Completion Date." B. Certification of Developer's Project Cost. Within thirty (30) days of the issuance of the Certificate of Project Completion, the Developer shall certify, in writing, to the Village, the amount spent by the Developer (inclusive of all hard and soft costs) to complete the Project, and an estimate of the number of jobs to be generated or created by the Project. The sworn statement(s) for construction loan draws relative to the Project shall be provided to the Village with the submittal called for herein. C. Employment Opportunities. To the extent feasible, the Developer shall 561481_1 47 make reasonable efforts to notify Village residents of employment opportunities that are available relative to the Project, and, to the extent permitted by law, make reasonable efforts to employ qualified residents of the Village in relation to the Project. XI. REPRESENTATIONS AND WARRANTIES OF DEVELOPER Developer represents, warrants and agrees as the basis for the undertakings on its part herein contained that as of the date hereof and until completion of the Project: A. Existence and Authority. Developer is an Illinois corporation and is authorized to and has the power to enter into, and by proper action has been duly authorized to execute, deliver and perform, this Agreement. Developer is solvent, able to pay its debts as they mature and financially able to perform all the terms of this Agreement. To Developer's knowledge, there are no actions at law or similar proceedings which are pending or threatened against Developer which would result in any material and adverse change to Developer's financial condition, or which would materially and adversely affect the level of Developer's assets as of the date of this Agreement or that would materially and adversely affect the ability of Developer to proceed with the construction and development of the Project. B. No Conflict. Neither the execution and delivery of this Agreement by Developer, the consummation of the transactions contemplated hereby by Developer, nor the fulfillment of or compliance with the terms and conditions of this Agreement by Developer conflicts with or will result in a breach of any of the terms, conditions or provisions of any offerings or disclosure statement made or to be made on behalf of Developer (with Developer's prior written approval), any organizational documents, any restriction, agreement or instrument to which Developer or any of its partners, directors, or venturers is now a party or by which Developer or any of its partners, directors or venturers is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the assets or rights of Developer, any related party or any of its partners, directors or venturers under the terms of any instrument or agreement to which Developer, any related party or any of its partners, directors or venturers is now a party or by which Developer, any related party or any of its partners, directors or venturers is bound. C. Adequate Resources. Developer has sufficient financial and economic resources to implement and complete Developer's obligations contained in this Agreement. 561481_1 48 D. No Adverse Notices. Developer represents and warrants that it has not received any notice from any local, State or federal official that the activities of Developer with respect to the Project may or will be in violation of any environmental law or regulation. Developer is not aware of any State or federal claim filed or planned to be filed by any Party relating to any violation of any local, State or federal environmental law, regulation or review procedure, and Developer is not aware of any violation of any local, State or federal law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute. E. Experience. Developer represents and warrants to the Village that Developer, and its respective principals, are experienced in the development and operation of mixed-use developments similar or comparable to the Project, and are able to provide the Project with the necessary skill, knowledge and expertise as well as input from other experts and consultants in the construction and operation of such a Project. F. Payment of Real Estate Taxes. Developer and successor owners agree to pay or cause to be paid all general and special real estate taxes levied during their respective period of ownership against their respective interest in the Project on or prior to the date same is due and said taxes shall not become delinquent. Developer and successor owners shall deliver evidence of payment of such taxes to the Village upon request. G. No Broker. Developer represents and warrants to the Village that, in connection with this transaction, no third -party broker or finder has been engaged or consulted by it, or its subsidiaries or agents or employees, or, through such the Developer's actions (or claiming through such party), which is entitled to compensation as a consequence of this transaction. XII. REPRESENTATIONS AND WARRANTIES OF THE VILLAGE The Village represents, warrants and agrees as the basis for the undertakings on its part herein contained that: A. Existence. The Village is an Illinois home rule municipal corporation duly organized and validly existing under the laws of the State of Illinois, and has all requisite corporate power and authority to enter into this Agreement. B. Authority. The execution, delivery and performance of this Agreement and the consummation by the Village of the transactions provided for herein and the compliance with the provisions of this Agreement: have been duly authorized by all necessary corporate action on the part of the Village; 561481_1 49 2. require no other consents, approvals or authorizations on the part of the Village in connection with the Village's execution and delivery of this Agreement; and 3. shall not, by lapse of time, giving of notice or otherwise result in any breach of any term, condition or provision of any indenture, agreement or other instrument to which the Village is subject. C. Litigation. To the best of the Village's knowledge, there are no proceedings pending or threatened against or affecting the Village or the TIF District in any court or before any governmental authority which involves the possibility of materially or adversely affecting the ability of the Village to perform its obligations under this Agreement, D. Adequate Resources. The Village has sufficient financial and economic resources to implement and complete the Village's obligations contained in this Agreement. E. No Broker. The Village represents and warrants to the Developer that, in connection with this transaction, no third -party broker or finder has been engaged or consulted by it, or its subsidiaries or agents or employees, or, through such the Village's actions (or claiming through such party), is entitled to compensation as a consequence of this transaction. XIII. INSURANCE A. Insurance Coverages. The Developer, and any successor in interest to the Developer, shall obtain and continuously maintain insurance on the Project and, from time to time at the request of the Village, furnish proof to the Village that the premiums for such insurance have been paid and the insurance is in effect. The insurance coverage described below is the minimum insurance coverage that the Developer must obtain and continuously maintain, provided that the Developer shall obtain the insurance described in subsection 1. below prior to the commencement of construction of any portion of the Project: 1. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's/Contractor's Policy on a primary non-contributory basis naming the Village and its officers, agents and employees as additional insureds, with limits against bodily injury and property damage of not less than $2,000,000.00 for each occurrence (to accomplish the above -required limits, an umbrella excess liability policy may be used), written on an occurrence basis. 561481_1 50 2. Workers compensation insurance, with statutory coverage if applicable to the Developer. B. Continuity of Insurance. All insurance required in this Section XIII shall be obtained and continuously maintained through responsible insurance companies selected by the Developer or its successors that are authorized under the laws of the State to assume the risks covered by such policies. Unless otherwise provided in this Section XIII, cancellation relative to each policy shall be as provided by the policy; however, the Village must be named as a cancellation notice recipient. Not less than fifteen (15) days prior to the expiration of any policy, the Developer, or its successor or assign, must renew the existing policy or replace the policy with another policy conforming to the provisions of this Section XIII. In lieu of separate policies, the Developer or its successor or assign, may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein. XIV. INDEMNIFICATION, HOLD HARMLESS AND RELEASE PROVISIONS This Section XIV shall survive the termination of this Agreement. A. Release. The Developer releases from and covenants and agrees that the Village, its governing body members, officers, agents, including independent contractors, consultants, attorneys, servants and employees thereof (for purposes of this Section XIV, collectively the "Village Indemnified Parties") shall not be liable for, and agrees to indemnify and hold harmless the Village Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project er the Dreper+„ or arising pursuant to the Developer's obligations or warranties under this Agreement or actions in furtherance thereof to the extent not attributable to the gross negligence or willful misconduct of the Village Indemnified Parties; provided, that this waiver shall not apply to the warranties made or obligations undertaken by the Village in this Agreement. B. Indemnification. Except for gross negligence or willful misconduct of the Village Indemnified Parties, Developer agrees to indemnify the Village Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including reasonable attorney's fees), actions or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of Developer (or if other Persons acting on their behalf or under its direction or control) under this Agreement, or the 561481_1 51 transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project. C. No Personal Liability. No liability, right or claim at law or inequity shall attach to or shall be incurred by the Village's Mayor, Trustees, officers, officials, attorneys, agents and/or employees, and any such rights or claims of the Developer against the Village's Mayor, Trustees, officers, officials, attorneys, agents and/or employees are hereby expressly waived and released as a condition of and as consideration for the execution of the Agreement by the Village. XV. EVENTS OF DEFAULT AND REMEDIES A. Developer Events of Default. The following shall be Events of Default with respect to this Agreement: 1. If any material representation made by Developer in this Agreement, or in any certificate, notice, demand or request made by a Party hereto, in writing and delivered to the Village pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if Developer does not remedy the default, within thirty (30) days after written notice from the Village and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 2. Default by Developer for a period of thirty (30) days after written notice thereof in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of Developer; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 3. Default by Developer for a period of thirty (30) days after written notice thereof in the performance or breach of any material covenant, warranty or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and the Developer, within said thirty (30) days initiates and diligently pursues appropriate measures to remedy the default and in any event 561481_1 52 (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 4. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Developer in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Developer for any substantial part of its property, or ordering the winding -up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days. 5. The commencement by Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or the consent by Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Developer or of any substantial part of the Property, or the making by any such entity of any assignment for the benefit of creditors or the failure of Developer generally to pay such entity's debts as such debts become due or the taking of action by Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds as timely required to meet Developer's obligations to construct the Project and obtain a Certificate of Project Completion. 7. A sale, assignment, or transfer of the Project, except in accordance with this Agreement. 8. Material change in the management of Developer, except in accordance with this Agreement. 9. Developer abandons the Project. Abandonment shall be deemed to have occurred when work stops on the Project for more than thirty (30) consecutive days for any reason other than Uncontrollable Circumstances and such work is not resumed within ninety (90) days of written demand by the Village. 10. Prior to issuance of the Certificate of Project Completion, Developer fails to comply with applicable governmental codes and regulations in relation to the construction and maintenance of the Project contemplated by this Agreement and such failure continues for more 561481_1 53 than thirty (30) days after written notice thereof from the Village; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 11. A material representation or warranty of Developer is not true for a period of thirty (30) days after written notice from the Village; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. B. Village Events of Default. The following shall be Events of Default with respect to this Agreement: If any material representation made by the Village in this Agreement, or in any certificate, notice, demand or request made by a Party hereto, in writing and delivered to Developer pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if the Village does not remedy the default, within thirty (30) days after written notice from Developer and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 2. Default by the Village in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of the Village; provided, however, that such default or breach shall constitute an Event of Default only if the Village does not, within thirty (30) days after written notice from Developer, initiate and diligently pursue appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 3. Default by the Village in the performance or breach of any material covenant, warranty or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if the Village, commences cure within thirty (30) days after written notice from Developer and in any event cures such default 561481_1 54 within ninety (90) days after such notice, subject to Uncontrollable Circumstances. 4. A material representation or warranty of the Village is not true for a period of thirty (30) days after written notice from Developer; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and the Village, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. C. Remedies for Default. In the case of an Event of Default hereunder: 1. The defaulting Party shall, upon written notice from the non - defaulting Party, take prompt action to cure or remedy such Event of Default. If, in such case, any monetary Event of Default is not cured, or if in the case of a non -monetary Event of Default, except for circumstances contemplated under Section XV.A.1, action is not taken or not diligently pursued, or if action is taken and diligently pursued but such Event of Default or breach shall not be cured or remedied within the cure periods specified therefor, unless extended by mutual agreement, the non -defaulting Party may institute such proceedings as may be necessary or desirable in its opinion to cure or remedy such default or breach, including, but not limited to, proceedings to compel specific performance of the defaulting Party's obligations under this Agreement. 2. In case a Party shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason, then, and in every such case, the Parties shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of Developer and the Village shall continue as though no such proceedings had been taken. 3. In no event shall either Party be liable to the other for any consequential or punitive damages suffered as a result of a default under this Agreement. D. Agreement to Pay Attorneys' Fees and Expenses. In the event an Event of Default is not cured within the applicable cure periods and the Parties employ an attorney or attorneys or incur other expenses for the collection of the payments due under this Agreement or the enforcement of performance or observance of any obligation or agreement herein contained, the non -prevailing Party shall pay, on demand, the prevailing 561481_1 55 Party's reasonable fees of such attorneys and such other reasonable expenses in connection with such enforcement action. This Section XV.D shall survive the termination of this Agreement. E. No Waiver by Delay or Otherwise. Any delay by any Party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under this Agreement shall not operate to act as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that any Party should not be deprived of or limited in the exercise of the remedies provided in this Agreement because of concepts of waiver, laches or otherwise); nor shall any waiver in fact made with respect to any specific Event of Default be considered or treated as a waiver of the rights by the waiving Party of any future Event of Default hereunder, except to the extent specifically waived in writing. No waiver made with respect to the performance, nor the manner or time thereof, of any obligation or any condition under the Agreement shall be considered a waiver of any rights except if expressly waived in writing. F. Rights and Remedies Cumulative. The rights and remedies of the Parties to this Agreement, whether provided by law or by this Agreement, shall be cumulative, and the exercise of any one or more of such remedies shall not preclude the exercise by such Party, at that time or different times, of any other such remedies for the same Event of Default. G. Legal and Other Fees and Expenses. Other than for demands, suits, costs, expenses (including reasonable attorney's fees), actions or other proceedings covered by Section XIV above, in the event that any third party or parties institute any legal proceedings against the Developer and/or the Village, which relate to the terms of this Agreement, then, in that event, the Parties shall cooperate in the defense of any such lawsuit, with each Party assuming, fully and vigorously, its own defense of such lawsuit, and all costs and expenses of its own defense, of whatever nature (including attorney's fees), and the Parties shall negotiate in good faith to amend this agreement to allow for the costs of defense of such legal proceedings to be paid for from Incremental Property Taxes and to increase the Funding Cap to allow for the payment of such costs. This Section XV.G shall survive the termination of this Agreement. XVI. EQUAL EMPLOYMENT OPPORTUNITY A. No Discrimination. Developer shall comply with all federal, state and local laws relating to equal employment opportunity. To the extent permitted by law, Developer shall use reasonable efforts to employ qualified residents of the Village as to any direct hires by the Developer, if applicable. 561481_1 56 B. Advertisements. Developer shall, in all solicitations or advertisements for employees placed by or on behalf of Developer, if applicable, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. C. Contractors. Any contracts made by Developer with any general contractor, agent, employee, independent contractor or any other Person in connection with the construction of the Project shall contain language similar to that recited in subsections A. and B. above. The Developer shall make reasonable efforts to incorporate language similar to that recited in subsections A. and B. in any leases made by Developer in connection with the Project. XVII. MISCELLANEOUS PROVISIONS A. Cancellation. Notwithstanding any terms in this Agreement to the contrary, in the event Developer or the Village shall be prohibited, in any material respect, from performing covenants and agreements or enjoying the rights and privileges herein contained, or contained in the TIF Plan, including Developer's duty to build the Project and operate the Project, by the order of any court of competent jurisdiction, or in the event that all or any part of the Act or any ordinance adopted by the Village in connection with the Project, shall be declared invalid or unconstitutional, in whole or in part, by a final decision of a court of competent jurisdiction and such declaration shall materially affect the Project or the covenants and agreements or rights and privileges of Developer or the Village, then and in any such event, the Party so materially affected may, at its election, cancel or terminate this Agreement in whole (or in part with respect to that portion of the Project materially affected) by giving written notice thereof to the other Party within one hundred twenty (120) days after such final decision or amendment. Further, the cancellation or termination of this Agreement shall have no effect on the authorizations granted to Developer for buildings, or the remodeling of any building, permitted and under construction, to the extent permitted by said court order; and the cancellation or termination of this Agreement shall have no effect on perpetual easements contained in any recorded, properly executed document. B. Notices. All notices, certificates, approvals, consents or other communications desired or required to be given hereunder shall be given in writing at the addresses set forth below, by any of the following means: (1) personal service, (2) electronic communications, whether by electronic mail, telex, telegram or telecopy, but only if followed up, within one (1) business day, by another method of notice, (3) overnight courier, or (4) registered or certified first class mail, postage prepaid, return receipt requested. If to Village: Paul Wm. Hoefert, Mayor 561481_1 57 Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: phoefert@mountprospect.org With a copy to: Michael Cassady, Village Manager Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 Email: mcassady@mountprospect.org and: Klein, Thorpe and Jenkins, Ltd. 20 North Wacker Drive, Suite 1660 Chicago, Illinois 60606-2903 Attention: Lance C. Malina / Allen Wall Email: Icmalina@ktjlaw.com / jawall@ktjlaw.com If to Developer: CG Mount Prospect LLC With a copy to: Attn: Email: Attn: Email: The Parties, by notice hereunder, may designate any further or different addresses to which subsequent notices, certificates, approvals, consents or other communications shall be sent. Any notice, demand or request sent pursuant to either clause (1) or (2) hereof shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to clause (3) shall be deemed received on the day immediately following deposit with the overnight courier, and any notices, demands or requests sent pursuant to clause (4) shall be deemed received forty-eight (48) hours following deposit in the mail. C. Time is of the Essence. Time is of the essence of this Agreement. Notwithstanding the foregoing, if the date for performance of any of the terms, conditions and provisions of this Agreement shall fall on a Saturday, Sunday or legal holiday, then the date of such performance shall be extended to the next business day. 561481_1 58 D. Integration. Except as otherwise expressly provided herein, this Agreement supersedes all prior agreements, negotiations and discussions relative to the subject matter hereof and is a full integration of the agreement of the Parties. E. Counterparts. This Agreement may be executed in any number of counterparts, but in no event less than two (2) counterparts, each of which shall be an original and each of which shall constitute but one and the same Agreement. F. Severability. If any provision of this Agreement, or any Section, sentence, clause, phrase or word, or the application thereof, in any circumstance, is held to be invalid, the remainder of this Agreement shall be construed as if such invalid part were never included herein, and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. G. Choice of Law / Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, and any court proceedings between the Parties hereto shall be brought in Cook County, Illinois. H. Entire Contract and Amendments. This Agreement (together with the exhibits attached hereto) is the entire contract between the Village and the Developer relating to the subject matter hereof, supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Village and the Developer, and may not be modified or amended except by a written instrument executed by the Parties hereto. Third Parties. Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any other Person other than the Village and the Developer, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third parties to the Village and the Developer, nor shall any provision give any third parties any rights of subrogation or action over or against the Village or the Developer. This Agreement is not intended to and does not create any third party beneficiary rights whatsoever. K. Waiver. Any Party to this Agreement may elect to waive any right or remedy it may enjoy hereunder, provided that no such waiver shall be deemed to exist unless such waiver is in writing. No such waiver shall obligate the waiver of any other right or remedy hereunder, or shall be deemed to constitute a waiver of other rights and remedies provided pursuant to this Agreement. 561481_1 59 L. Cooperation and Further Assurances. The Village and the Developer each covenant and agree that each will do, execute, acknowledge and deliver or cause to be done, executed and delivered, such agreements, instruments and documents supplemental hereto and such further acts, instruments, pledges and transfers as may be reasonably required for the better clarifying, assuring, mortgaging, conveying, transferring, pledging, assigning and confirming unto the Village or the Developer, or other appropriate Persons, all and singular the rights, property and revenues covenanted, agreed, conveyed, assigned, transferred and pledged under or in respect of this Agreement. M. No Joint Venture, Agency or Partnership Created. Nothing in this Agreement, or any actions of the Parties to this Agreement, shall be construed by the Parties or any third party to create the relationship of a partnership, agency or joint venture between or among such Parties. N. No Personal Liability of Officials of the Village or the Developer. No covenant or agreement contained in this Agreement shall be deemed to be the covenant or agreement of the Corporate Authorities, Village Manager, any elected official, officer, partner, member, shareholder, manager, director, agent, employee or attorney of the Village or the Developer, in his or her individual capacity, and no elected official, officer, partner, member, director, agent, employee or attorney of the Village or the Developer shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of or in connection with or arising out of the execution, delivery and performance of this Agreement, or any failure in that connection. O. Repealer. To the extent that any ordinance, resolution, rule, order or provision of the Village's code of ordinances, or any part thereof, is in conflict with the provisions of this Agreement, the provisions of this Agreement shall be controlling, to the extent lawful. P. Term. This Agreement shall remain in full force and effect until the termination of the Redevelopment Project Area. Q. Estoppel Certificates. Each of the Parties hereto agrees to provide the other, upon not less than fifteen (15) days prior request, a certificate ("Estoppel Certificate") certifying that this Agreement is in full force and effect (unless such is not the case, in which case such Party shall specify the basis for such claim), that the requesting Party is not in default of any term, provision or condition of this Agreement beyond any applicable notice and cure provision (or specifying each such claimed default) and certifying such other matters reasonably requested by the requesting Party. If either Party fails to comply with this provision within the time limit specified, and if, after an additional seven (7) days' notice there still is no compliance, then 561481_1 60 said non -complying Party shall be deemed to have appointed the other as its attorney-in-fact for execution of same on its behalf as to that specific request only. R. Assignment. This Agreement, and the rights and obligations hereunder, may not be assigned by Developer prior to the date the Village issues Developer a Certificate of Project Completion, unless the Village consents in writing to such assignment which consent shall not be unreasonably withheld or delayed, and unless the assignee consents in writing to be bound by the terms of this Agreement. Thereafter, Developer may assign its rights, duties and obligations hereunder, without the consent or approval of the Village. S. Municipal Limitations. All Village commitments hereunder are limited to the extent required by law. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on or as of the day and year first above written. VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporation By: Paul Wm. Hoefert, Mayor CG MOUNT PROSPECT LLC 1 (Title) ATTEST: By: Karen Agoranos, Village Clerk 561481_1 61 ACKNOWLEDGMENT State of Illinois ) ) SS County of Cook ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that Paul Wm. Hoefert and Karen Agoranos, personally known to me to be the Mayor and Village Clerk of the Village of Mount Prospect, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Mayor and Village Clerk, they signed and delivered the said instrument and caused the corporate seal of said municipal corporation to be affixed thereto, pursuant to authority given by the Board of Trustees of said Illinois home rule municipal corporation, as their free and voluntary act, and as the free and voluntary act and deed of said Illinois home rule municipal corporation, for the uses and purposes therein set forth. 2023. GIVEN under my hand and official seal, this day of , Notary Public 561481_1 62 ACKNOWLEDGMENT State of Illinois ) ) SS County of Cook ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that personally known to me to be the (Title), of CG Mount Prospect LLC, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such (Title), he/she signed and delivered the said pursuant to authority given by the limited liability company, as his/her free and voluntary act, and as the free and voluntary acts and deeds of said limited liability company, for the uses and purposes therein set forth. 2023. GIVEN under my hand and official seal, this day of , Notary Public 561481_1 63 FXHIRIT A_1 Prospect and Main TIF District Legal Description Legal Description: THAT PART OF SECTIONS 11 & 12 IN TOWNSHIP 41 NORTH, RANGE 11 EAST AND SECTIONS 33 & 34 IN TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID, BEING ALSO THE CENTER LINE OF MT. PROSPECT ROAD, AND THE SOUTHWESTERLY LINE OF NORTHWEST HIGHWAY, BEING ALSO THE NORTHEASTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY; THENCE SOUTH ALONG SAID EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 12 AND THE CENTER LINE OF MT. PROSPECT ROAD TO THE SOUTHWESTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY, BEING ALSO THE NORTHEASTERLY LINE OF PROSPECT AVENUE; THENCE SOUTHWESTERLY TO THE INTERSECTION OF THE WEST LINE OF MT. PROSPECT ROAD WITH THE SOUTHWESTERLY LINE OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF PROSPECT AVENUE TO THE WEST LINE OF THE EAST 205 FEET OF LOT 1 IN GLEICH'S INDUSTRIAL PARK, A SUBDIVISION OF PART OF THE WEST HALF OF THE NORTHEAST QUARTER AND PART OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID; THENCE SOUTH ALONG SAID WEST LINE OF THE EAST 205 FEET OF LOT 1 IN GLEICH'S INDUSTRIAL PARK TO THE SOUTHERLY LINE OF LOT 1 AFORESAID; THENCE NORTHWESTERLY ALONG SAID SOUTHERLY LINE OF LOT 1 IN GLEICH'S INDUSTRIAL PARK TO THE EAST LINE OF SCHOOL STREET; THENCE SOUTH ALONG SAID EAST LINE OF SCHOOL STREET TO THE NORTHEASTERLY LINE OF LINCOLN STREET; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF LINCOLN STREET AND THE SOUTHEASTERLY EXTENSION THEREOF TO THE EAST LINE OF WILLIAM STREET; 561481_1 64 THENCE SOUTH ALONG SAID EAST LINE OF WILLIAM STREET TO THE SOUTH LINE OF SHA-BONEE TRAIL; THENCE WEST ALONG SAID SOUTH LINE OF SHA-BONEE TRAIL TO THE EAST LINE OF SCHOOL STREET; THENCE SOUTH ALONG SAID EAST LINE OF SCHOOL STREET TO THE SOUTH LINE OF COUNCIL TRAIL; THENCE WEST ALONG SAID SOUTH LINE OF COUNCIL TRAIL TO THE SOUTHERLY EXTENSION OF THE EAST LINE OF LOT 12 IN ELLENDALE, A SUBDIVISION IN THE SOUTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE NORTH ALONG SAID SOUTHERLY EXTENSION AND THE EAST LINE OF LOT 12 IN ELLENDALE TO THE NORTH LINE THEREOF; THENCE WEST ALONG SAID NORTH LINE OF LOT 12 IN ELLENDALE TO THE EAST LINE OF LOT 3 IN ELLENDALE AFORESAID; THENCE NORTH ALONG SAID EAST LINE OF LOT 3 IN ELLENDALE AND THE NORTHERLY EXTENSION THEREOF TO THE NORTH LINE OF MOEHLING DRIVE; THENCE WEST ALONG SAID NORTH LINE OF MOEHLING DRIVE AND THE WESTERLY EXTENSION THEREOF TO THE WEST LINE OF MAPLE STREET; THENCE NORTH ALONG SAID WEST LINE OF MAPLE STREET TO THE NORTH LINE OF THE SOUTH 270 FEET OF LOT 2 IN ETHEL BUSSE'S SUBDIVISION OF PART OF THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE WEST ALONG SAID NORTH LINE OF THE SOUTH 270 FEET OF LOT 2 IN ETHEL BUSSE'S SUBDIVISION TO THE EAST LINE OF LOTS 35 THRU 42 IN BUSSE'S RESUBDIVISION OF LOT "A" IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT AFORESAID; THENCE NORTH ALONG SAID EAST LINE OF LOTS 35 THRU 42 IN BUSSE'S RESUBDIVISION TO THE EAST LINE OF LOT 2 IN MILLER RESUBDIVISION OF LOTS 1 TO 3 & 43 IN BUSSE'S SUBDIVISION OF LOT "A" IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT AFORESAID; THENCE NORTH ALONG SAID EAST LINE OF LOT 2 IN MILLER RESUBDIVISION TO THE SOUTHWESTERLY LINE OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF PROSPECT AVENUE TO THE WESTERLY LINE OF LOT 2 IN MILLER RESUBDIVISION AFORESAID; 561481_1 65 THENCE SOUTHEASTERLY ALONG SAID WESTERLY LINE OF LOT 2 IN MILLER RESUBDIVISION TO A BEND THEREIN; THENCE SOUTH ALONG SAID WESTERLY LINE OF LOT 2 IN MILLER RESUBDIVISION TO THE NORTH LINE OF LOT 3 IN MILLER RESUBDIVISION AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 3 IN MILLER RESUBDIVISION TO THE MOST EASTERLY WEST LINE OF LOT 2 IN MILLER RESUBDIVISION AFORESAID; THENCE SOUTH ALONG SAID MOST EASTERLY WEST LINE OF LOT 2 IN MILLER RESUBDIVISION TO A BEND THEREIN; THENCE SOUTHEASTERLY ALONG SAID MOST EASTERLY WEST LINE OF LOT 2 IN MILLER RESUBDIVISION TO THE EAST LINE THEREOF, AND THE NORTH LINE OF LOT 42 IN BUSSE'S RESUBDIVISION AFORESAID; THENCE WEST ALONG SAID NORTH LINE OF LOT 42 IN BUSSE'S RESUBDIVISION AND THE WESTERLY EXTENSION THEREOF TO THE WEST LINE OF EMERSON STREET; THENCE NORTH ALONG SAID WEST LINE OF EMERSON STREET TO THE SOUTH LINE OF LOT 11 IN BUSSE'S RESUBDIVISION AFORESAID; THENCE WEST ALONG SAID SOUTH LINE OF LOT 11 IN BUSSE'S RESUBDIVISION TO THE EAST LINE OF LOTS 5 THRU 9 IN BLOCK 1 IN MEIER'S ADDITION TO MT. PROSPECT IN THE NORTHWEST QUARTER OF SECTION AFORESAID, LYING SOUTH OF THE RIGHT OF WAY OF THE CHICAGO & NORTHWESTERN RAILWAY; THENCE NORTH ALONG SAID EAST LINE OF LOTS 5 THRU 9 IN BLOCK 1 IN MEIER'S ADDITION TO MT. PROSPECT TO THE NORTH LINE OF LOT 5 AFORESAID; THENCE WEST ALONG SAID NORTH LINE OF LOT 5 IN BLOCK 1 IN MEIER'S ADDITION TO MT. PROSPECT AND THE WESTERLY EXTENSION THEREOF TO THE WEST LINE OF MAIN STREET; THENCE NORTH ALONG SAID WEST LINE OF MAIN STREET TO THE NORTH LINE OF LOT 24 IN BLOCK 4 IN MEIER'S ADDITION TO MT. PROSPECT AFORESAID; THENCE WEST ALONG SAID NORTH LINE OF LOT 24 IN BLOCK 4 IN MEIER'S ADDITION TO MT. PROSPECT TO THE WEST LINE OF THE 20 FOOT WIDE ALLEY EAST OF WILLE STREET; 561481_1 66 THENCE NORTH ALONG SAID WEST LINE OF THE 20 FOOT WIDE ALLEY EAST OF WILLE STREET TO THE SOUTH LINE OF EVERGREEN AVENUE; THENCE WEST ALONG SAID SOUTH LINE OF EVERGREEN AVENUE TO THE WEST LINE OF WILLE STREET; THENCE NORTH ALONG SAID WEST LINE OF WILLE STREET TO THE SOUTH LINE OF LOT 13 IN BUSSE'S RESUBDIVISION OF LOTS 1 TO 6, INCLUSIVE, OF RESUBDIVISION OF LOTS 1 TO 6, INCLUSIVE, IN BLOCK 4, ALOS OF LOTS 2 & 3 IN BLOCK 5, ALL OF BLOCK 6, LOT 13 TO 24, INCLUSIVE, IN BLOCK 7, LOTS 17 TO 20 IN BLOCK 8 ALL IN MEIER'S ADDITION TO MT. PROSPECT IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE WEST ALONG SAID SOUTH LINE OF LOT 13 IN BUSSE'S RESUBDIVISION TO THE WEST LINE OF LOTS 13 AND 14 IN BUSSE'S RESUBDIVISION; THENCE NORTH ALONG SAID WEST LINE OF LOTS 13 AND 14 IN BUSSE'S RESUBDIVISION TO THE SOUTHWESTERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE AND THE NORTHWESTERLY EXTENSION THEREOF TO THE WEST LINE OF PINE STREET; THENCE NORTH ALONG SAID WEST LINE OF PINE STREET TO THE SOUTHERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE; THENCE WEST AND NORTHWESTERLY ALONG SAID SOUTHERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE AND THE NORTHWESTERLY EXTENSION THEREOF TO ITS INTERSECTION WITH THE SOUTH LINE OF BUSSE AVENUE; THENCE WEST ALONG SAID SOUTH LINE OF BUSSE AVENUE TO THE SOUTHERLY EXTENSION OF THE WEST LINE OF THE 20 FOOT WIDE ALLEY WEST OF ELMHURST AVENUE; THENCE NORTH ALONG SAID SOUTHERLY EXTENSION AND THE WEST LINE OF THE 20 FOOT WIDE ALLEY WEST OF ELMHURST AVENUE TO THE SOUTHWESTERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE AND THE NORTHWESTERLY EXTENSION THEREOF TO THE WEST LINE OF I-OKA AVENUE; 561481_1 67 THENCE NORTH ALONG SAID WEST LINE OF I-OKA AVENUE TO THE SOUTHERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE; THENCE WEST AND NORTHWESTERLY ALONG SAID SOUTHERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE AND THE NORTHWESTERLY EXTENSION THEREOF TO THE WEST LINE OF HI-LUSI AVENUE; THENCE NORTH ALONG SAID WEST LINE OF HI-LUSI AVENUE TO THE SOUTHWESTERLY LINE OF PROSPECT AVENUE; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF PROSPECT AVENUE TO THE SOUTH LINE OF CENTRAL ROAD; THENCE WEST ALONG SAID SOUTH LINE OF CENTRAL ROAD TO THE EAST LINE OF LOT 8 IN H.ROY BERRY CO.S' COLONIAL MANOR, A SUBDIVISION OF PART OF THE NORTHEAST QUARTER OF SECTION 11 AND PART OF THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE SOUTH ALONG SAID EAST LINE OF LOT 8 IN H.ROY BERRY CO.S' COLONIAL MANOR AND THE SOUTHERLY EXTENSION THEREOF TO THE SOUTH LINE OF THE 16 FOOT WIDE ALLEY SOUTH OF CENTRAL ROAD; THENCE WEST ALONG SAID SOUTH LINE OF THE 16 FOOT WIDE ALLEY SOUTH OF CENTRAL ROAD TO THE WEST LINE OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 11 AFORESAID; THENCE NORTH ALONG SAID WEST LINE OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 11 TO THE SOUTH LINE OF CENTRAL ROAD; THENCE WEST ALONG SAID SOUTH LINE OF CENTRAL ROAD TO THE SOUTHERLY EXTENSION OF THE WEST LINE OF MILLERS LANE; THENCE NORTH ALONG SAID SOUTHERLY EXTENSION AND THE WEST LINE OF MILLERS LANE TO THE WESTERLY EXTENSION OF THE SOUTH LINE OF LOT 11 IN MILLERS STATION SUBDIVISION, A RESUBDIVISION OF LOT 1 IN TRADE SERVICE PUBLICATIONS SUBDIVISION AND PART OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 33 AFORESAID; THENCE EAST ALONG SAID WESTERLY EXTENSION AND THE SOUTH LINE OF LOT 11 IN MILLERS STATION SUBDIVISION AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF CATHY LANE; THENCE NORTH ALONG SAID EAST LINE OF CATHY LANE TO THE EAST LINE OF LOT 12 IN MILLERS STATION SUBDIVISION AFORESAID; 561481_1 68 THENCE NORTH ALONG SAID EAST LINE OF LOT 12 IN MILLERS STATION SUBDIVISION AND THE NORTHERLY EXTENSION THEREOF TO THE SOUTHWESTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY; THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY LINE OF THE CHICAGO & NORTHWESTER RAILWAY RIGHT OF WAY TO THE EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 33 AFORESAID; THENCE NORTH ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 33 AFORESAID TO THE WESTERLY EXTENSION OF THE NORTH LINE OF HENRY STREET; THENCE EAST ALONG SAID WESTERLY EXTENSION AND THE NORTH LINE OF HENRY STREET TO THE EAST LINE OF FAIRVIEW AVENUE; THENCE SOUTH ALONG SAID EAST LINE OF FAIRVIEW AVENUE TO THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY TO THE WEST LINE OF PROSPECT MANOR AVENUE; THENCE EAST PERPENDICULAR TO THE WEST LINE OF FAIRVIEW AVENUE TO THE EAST LINE OF PROSPECT MANOR AVENUE; THENCE SOUTH ALONG SAID EAST LINE OF PROSPECT MANOR AVENUE TO THE NORTH LINE OF WALNUT STREET; THENCE EAST ALONG SAID NORTH LINE OF WALNUT STREET AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF RIDGE AVENUE; THENCE SOUTH ALONG SAID EAST LINE OF RIDGE AVENUE TO THE NORTH LINE OF LOT 1 IN FRIEDRICH'S SUBDIVISION OF LOTS 4 & 5 IN BLOCK 25 IN PROSPECT MANOR, A SUBDIVISION OF THE SOUTH 3/4 OF THE WEST HALF OF THE WEST HALF OF SECTION 34 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 1 IN FRIEDRICH'S SUBDIVISION TO THE WEST LINE OF ELMHURST AVENUE; THENCE NORTH ALONG SAID WEST LINE OF ELMHURST AVENUE TO THE WESTERLY EXTENSION OF THE NORTH LINE OF THE PLAT OF CONSOLIDATION OF THE WEST 70 FEET OF LOTS 1 THRU 10 IN BLOCK 3 AND PART OF BLOCK 4 IN THE ERNST BUSSE ADDITION TO MT. PROSPECT IN THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 34 AFORESAID; 561481_1 69 THENCE EAST ALONG SAID WESTERLY EXTENSION AND THE NORTH LINE OF THE PLAT OF CONSOLIDATION TO THE EAST LINE OF LOT 1 IN THE PLAT OF CONSOLIDATION AFORESAID; THENCE SOUTH ALONG SAID EAST LINE LOT 1 IN THE PLAT OF CONSOLIDATION TO THE NORTH LINE OF CENTRAL ROAD; THENCE EAST ALONG SAID NORTH LINE OF CENTRAL ROAD TO THE EAST LINE OF PINE STREET; THENCE SOUTH ALONG SAID EAST LINE OF PINE STREET TO THE NORTHEASTERLY LINE OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF NORTHWEST HIGHWAY TO THE WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION OF LOTS 18 & 19 AND THE NORTH 22 FEET OF LOT 17 IN BLOCK 2 OF BUSSE & WILDE'S RESUBDIVISION IN MT. PROSPECT TOGETHER WITH LOT "A" IN CORPORATE SUBDIVISION NO. 8 VILLAGE OF MT. PROSPECT AND LOT 1 IN WILLE'S RECONSOLIDATION IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE NORTHEASTERLY ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 38.06 FEET TO A BEND THEREIN; THENCE EAST ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 28.07 FEET TO A BEND THEREIN; THENCE NORTHEASTERLY ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 18.61 FEET TO A BEND THEREIN; THENCE EAST ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 30.63 FEET TO A BEND THEREIN; THENCE NORTH ALONG SAID WESTERLY LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION 65.92 FEET TO THE NORTH LINE THEREOF; THENCE EAST ALONG SAID NORTH LINE OF LOT 3 IN CLOCK TOWER PLACE RESUBDIVISION TO THE WEST LINE OF WILLE STREET; THENCE EAST TO THE EAST LINE OF WILLE STREET AT THE SOUTHWEST CORNER OF LOT 1 IN PROSPECT PLACE PLAT OF RESUBDIVISION OF SUNDRY LOTS AND VACATED ALLEYS OF VARIOUS SUBDIVISIONS IN THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; 561481_1 70 THENCE EAST ALONG THE SOUTH LINE OF LOT 1 IN PROSPECT PLACE PLAT OF RESUBDIVISION TO THE EAST LINE THEREOF; THENCE NORTH ALONG SAID EAST LINE OF LOT 1 IN PROSPECT PLACE PLAT OF RESUBDIVISION TO THE SOUTH LINE OF CENTRAL ROAD; THENCE WEST ALONG SAID SOUTH LINE OF CENTRAL ROAD TO THE SOUTHERLY EXTENSION OF THE WEST LINE OF LOT 1 IN TRAPANI'S RESUBDIVISION OF LOT "A" IN BLOCK 1 IN THE ERNST BUSSE ADDITION TO MT. PROSPECT AND LOT "A" IN HILLCREST SUBDIVISION IN THE SOUTHWEST QUARTER OF SECTION 34 AFORESAID; THENCE NORTH ALONG SAID SOUTHERLY EXTENSION AND THE WEST LINE OF LOT 1, AND THE WEST LINE OF LOT 2 IN TRAPANI'S RESUBDIVISION AND THE NORTHERLY EXTENSION THEREOF TO THE NORTH LINE OF HENRY STREET; THENCE EAST ALONG SAID NORTH LINE OF HENRY STREET TO THE EAST LINE OF MAIN STREET; THENCE SOUTH ALONG SAID EAST LINE OF MAIN STREET TO THE NORTH LINE OF CENTRAL ROAD; THENCE EAST ALONG SAID NORTH LINE OF CENTRAL ROAD TO THE EAST LINE OF EMERSON STREET; THENCE SOUTH ALONG SAID EAST LINE OF EMERSON STREET TO THE NORTH LINE OF LOT 13 IN BLOCK 5 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT IN THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 13 IN BLOCK 5 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE EAST LINE THEREOF; THENCE SOUTH ALONG SAID EAST LINE OF LOT 13 IN BLOCK 5 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE NORTH LINE OF BUSSE AVENUE; THENCE EAST ALONG SAID NORTH LINE OF BUSSE AVENUE TO THE EAST LINE OF MAPLE STREET; THENCE SOUTH ALONG SAID EAST LINE OF MAPLE STREET TO THE NORTH LINE OF LOT 9 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 9 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE EAST LINE THEREOF; 561481_1 71 THENCE SOUTH ALONG SAID EAST LINE OF LOT 9 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE SOUTH LINE THEREOF; THENCE SOUTHWESTERLY ALONG SAID SOUTH LINE OF LOT 9 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT TO THE EAST LINE OF LOT 12 IN BLOCK 11 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT, BEING ALSO THE WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT OF LOTS 2, 3, 4 & OUT LOT 1 IN TAX INCREMENT FINANCE SUBDIVISION NO. 1, A RESUBDIVISION OF LOTS A & B IN THE RESUBDIVISION OF LOTS 2 TO 6, PART OF LOT 1 IN THE SUBDIVISION OF BLOCK 10, LOT 16 IN BUSSE'S SUBDIVISION, LOTS 13 TO 15 IN BLOCK 11 & PART OF BLOCK 9 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE SOUTH ALONG SAID WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT 172.45 FEET TO A BEND THEREIN; THENCE WEST ALONG SAID WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT 4.63 FEET TO A BEND THEREIN; THENCE SOUTH ALONG SAID WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT 147.65 FEET TO A BEND THEREIN; THENCE SOUTHWESTERLY ALONG SAID WESTERLY LINE OF VILLAGE COMMONS A PLANNED UNIT DEVELOPMENT TO THE NORTHEASTERLY LINE OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF NORTHWEST HIGHWAY TO THE NORTHWESTERLY LINE OF LOT 1 IN TAX INCREMENT FINANCE SUBDIVISION NO. 1, A RESUBDIVISION OF PARTS OF BLOCKS 9, 10 & 11 IN BUSSE & WILLE'S RESUBDIVISION IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE OF LOT 1 IN TAX INCREMENT FINANCE SUBDIVISION NO. 1 TO THE NORTHEASTERLY LINE THEREOF; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF LOT 1 IN TAX INCREMENT FINANCE SUBDIVISION NO. 1 TO THE NORTH LINE OF LOT A IN GEORGE R. BUSSE'S RESUBDIVISION OF PART OF BLOCK 9 IN BUSSE & WILLE'S RESUBDIVISION IN THE NORTHWEST QUARTER OF SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT A IN GEORGE R. BUSSE'S RESUBDIVISION AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF SCHOOL STREET; 561481_1 72 THENCE SOUTH ALONG SAID EAST LINE OF SCHOOL STREET TO THE NORTH LINE OF THE SOUTH HALF OF LOT 33 IN MT. PROSPECT SUBDIVISION IN SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF THE SOUTH HALF OF LOT 33 IN MT. PROSPECT SUBDIVISION AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF THE 16 FOOT WIDE ALLEY EAST OF SCHOOL STREET; THENCE SOUTH ALONG SAID EAST LINE OF THE 16 FOOT ALLEY EAST OF SCHOOL STREET TO THE NORTH LINE OF LOT 1 IN BRUCE'S RESUBDIVISION IN MT. PROSPECT OF LOTS 22 TO 27 IN BLOCK 20 IN MT. PROSPECT SUBDIVISION IN SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 1 IN BRUCE'S RESUBDIVISION IN MT. PROSPECT AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF OWEN STREET; THENCE SOUTH ALONG SAID EAST LINE OF OWEN STREET TO THE NORTHWESTERLY EXTENSION OF THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHWESTERLY EXTENSION AND THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY AND THE SOUTHEASTERLY EXTENSION THEREOF TO THE EAST LINE OF LOUIS STREET; THENCE SOUTH ALONG SAID EAST LINE OF LOUIS STREET TO THE NORTHERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE EAST AND SOUTHEASTERLY ALONG SAID NORTHERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY AND THE SOUTHEASTERLY EXTENSION THEREOF TO THE EAST LINE OF EDWARDS STREET; THENCE SOUTH ALONG SAID EAST LINE OF EDWARDS STREET TO THE NORTH LINE OF LINCOLN STREET; THENCE EAST ALONG SAID NORTH LINE OF LINCOLN STREET TO THE NORTHERLY EXTENSION OF THE EAST LINE OF LOT 1 IN OLIVER'S RESUBDIVISION OF LOTS 12 & 13 IN H. ROY BERRY COMPANY'S MAPLEWOOD HEIGHTS (EXCEPT THE SOUTHERLY 66 FEET FOR ROAD) ALSO BLOCK 26 IN BUSSE'S EASTERN ADDITION TO MT. PROSPECT IN THE EAST HALF OF SECTION 12 AFORESAID; 561481_1 73 THENCE SOUTH ALONG SAID NORTHERLY EXTENSION AND THE EAST LINE OF LOT 1 IN OLIVER'S RESUBDIVISION TO THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY TO THE EAST LINE OF GEORGE STREET; THENCE NORTH ALONG SAID EAST LINE OF GEORGE STREET TO THE NORTH LINE OF LOT 17 IN MAPLEWOOD HEIGHTS, A SUBDIVISION NORTH OF THE RAILROAD IN THE DIVISION OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID; THENCE EAST ALONG SAID NORTH LINE OF LOT 17 IN MAPLEWOOD HEIGHTS TO THE EAST LINE THEREOF; THENCE SOUTH ALONG SAID EAST LINE OF LOT 17 IN MAPLEWOOD HEIGHTS TO THE NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF THE 16 FOOT WIDE ALLEY NORTHEASTERLY OF NORTHWEST HIGHWAY TO THE WEST LINE OF LOT 65 IN MAPLEWOOD HEIGHTS AFORESAID; THENCE NORTH ALONG SAID WEST LINE OF LOT 65 IN MAPLEWOOD HEIGHTS TO THE NORTH LINE THEREOF; THENCE EAST ALONG SAID NORTH LINE OF LOT 65 IN MAPLEWOOD HEIGHTS AND THE EASTERLY EXTENSION THEREOF TO THE EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID, BEING ALSO THE CENTER LINE OF MT. PROSPECT ROAD; THENCE SOUTH ALONG SAID EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 12 AFORESAID, BEING ALSO THE CENTER LINE OF MT. PROSPECT ROAD, TO THE SOUTHWESTERLY LINE OF NORTHWEST HIGHWAY, BEING ALSO THE NORTHEASTERLY LINE OF THE CHICAGO & NORTHWESTERN RAILWAY RIGHT OF WAY, AND THE POINT OF BEGINNING; EXCEPTING THEREFROM THAT PART OF LOT 1 IN DESIDERATA SUBDIVISION OF BLOCK 1 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT IN SECTION 12 AFORESAID, LYING NORTH OF A LINE DESCRIBED AS FOLLOWS: BEGINNING ON THE WEST LINE OF SAID LOT 1 AT POINT 246.07 FEET SOUTH OF THE NORTHWEST CORNER THEREOF; 561481_1 74 THENCE EAST PERPENDICULAR TO THE WEST LINE OF SAID LOT 1, A DISTANCE OF 67.34 FEET; THENCE NORTHEASTERLY ALONG A LINE DRAWN PERPENDICULAR TO THE SOUTHWESTERLY LINE OF LOT 1, A DISTANCE OF 65.76 FEET; THENCE EAST PERPENDICULAR TO THE WEST LINE OF SAID LOT 1, A DISTANCE OF 55.38 FEET TO THE MOST WESTERLY EAST LINE OF SAID LOT 1, AND THE POINT OF TERMINUS OF SAID LINE; ALSO EXCEPTING THEREFROM ALL OF VILLAGE CENTRE PHASE 1-B PLAT OF RESUBDIVISION OF LOTS 6, 7, 8, 9 IN BLOCK 13 IN BUSSE & WILLE'S RESUBDIVISION IN MT. PROSPECT AND PARTS OF LOTS 8, 9, 10 IN BLOCK 15 IN MT. PROSPECT SUBDIVISION IN SECTION 12 AFORESAID; IN COOK COUNTY, ILLINOIS. 561481_1 75 EXHIBIT A-2 Prospect and Main TIF District Map z z W BUM AVE W LINCOLN ST O MProposed RPA Boundary Parcels in RPA @�1�,. MILBURN VE TRL 561481_1 76 E HENRY ST Ei� CENTRAL RD rc O z 0 O '20 0 a @�1�,. MILBURN VE TRL 561481_1 76 Exhibit B LADY DAHLIA TEQUILA BAR BUILD -OUT PROJECTIONS LEASEHOLD IMPROVEMENTS Bar Build -Out $ 20,000.00 Bathrooms $ 24,000.00 Ceiling $ 28,000.00 Drywall, Steel Studs, Support $ 50,000.00 Electric (interior) $ 31,000.00 Electric (new service) $ 19,800.00 Exterior Steel Awning $ 8,500.00 Exterior Stucco $ 18,000.00 Fire Alarm $ 15,000.00 Flooring $ 39,000.00 Hood and Ansul System $ 44,000.00 HVAC System $ 39,000.00 Interior Plumbing $ 85,000.00 Kitchen Build -Out $ 30,000.00 New Water Service $ 43,400.00 Painting & Wall Paper $ 37,000.00 Sprinklers (additional + relocation) $ 11,500.00 Walk -In Cooler $ 27,000.00 Windows $ 35,000.00 Total Leasehold Improvements $ 605,200.00 OTHER CONSTRUCTION COSTS Carpentry + Tiles $ 97,000.00 Contingency (includes all permitting) $ 3,000.00 Demolition $ 18,000.00 General Contractor Fees $ 30,000.00 Other Construction Costs $ 148,000.00 OTHER COSTS Doors $ 7,800.00 Decor (mirrors, wall art, etc..) $ 14,200.00 Lighting $ 23,500.00 561481_1 77 Interior Signage Exterior Signage POS System & Wiring Cameras TVs & Sound Other Costs BUILD -OUT PROJECTIONS EQUIPMENT Bar Equipment Bar Refrigeration Kitchen Equipment Kitchen Refrigeration Equipment Costs FURNITURE + SMALLWARE'S Booths Tables (42) Chairs (112) Outdoor Furniture + Planters Smallware's (plates, glassware, kitchen products etc..) Furniture + Smallware's Costs OTHER NECESSARY START-UP COSTS Brand Development (logo, content, etc..) Online Content (photography, videos, etc..) Website + Online Platforms Other Necessary Start -Up Costs TOTAL LADY DALIAH'S PROJECT COST $ 1,126,750.00 $ 8,950.00 $ 10,700.00 $ 9,500.00 $ 14,500.00 $ 7,600.00 $96,750.00 $ 9,700.00 $ 21,400.00 $ 59,000.00 $ 31,200.00 $ 121,300.00 $ 19,500.00 $ 16,920.00 $ 18,480.00 $ 10,000.00 $ 33,400.00 $ 98,300.00 $ 24,500.00 $ 10,100.00 $ 22,600.00 $ 57,200.00 561481_1 78 PATINA WINE BAR BUILD -OUT CONSTRUCTION COSTS Architect $ 9,500.00 Bathrooms $ 35,200.00 Carpentry (Bar -Build Out, Shelving, etc..) $ 41,000.00 Demolition $ 10,600.00 Doors $ 7,000.00 Drywall, Steel Studs, Support $ 12,500.00 Electrical $ 26,500.00 Fire Alarm $ 3,100.00 Flooring $ 22,500.00 General Contractor Fees $ 24,000.00 HVAC System $ 21,000.00 Lighting $ 6,200.00 Painting $ 12,850.00 Permits/Licenses $ 3,000.00 Plumbing $ 44,000.00 Tile Work $ 9,500.00 TOTAL CONSTRUCTION COSTS $ 288,450.00 OTHER CONSTRUCTION COSTS New Water Service $ 40,000.00 Windows $ 16,000.00 OTHER CONSTRUCTION COSTS TOTAL $ 56,000.00 OTHER COSTS Decor (mirrors, wall art, etc..) $ 9,500.00 Signage $ 7,950.00 Website + Online $ 6,600.00 Computers and Wiring $ 6,000.00 Cameras $ 8,000.00 TVs & Sound $ 3,200.00 OTHER COSTS TOTAL $41,250.00 EQUIPMENT + FURNITURE Bar Equipment + Refrigeration $ 18,400.00 561481_1 79 Kitchen Equipment + Refrigeration Tables Chairs Smallwares OTHER EQUIPMENT + FURNITURE COSTS TOTAL TOTAL PATINA PROJECT COST $ 51,700.00 $ 7,100.00 $ 12,300.00 $ 14,000.00 $ 103,500.00 $ 489,200.00 561481_1 80 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE REDEVELOPMENT AGREEMENT FOR LADY DAHLIA'S TEQUILA BAR AND PATINA WINE BAR COMPRISING A PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS NOW, THEREFORE, BE IT ORDAINED, by the Mayor and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: SECTION 1: The Mayor and Board of Trustees of the Village find as follows: A. The Village of Mount Prospect ("Village") is a home rule municipality pursuant to Section 7 of Article VII of the Constitution of the State of Illinois. B. The 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 presence of blight, to encourage private development in order to enhance the local tax base and increase additional tax revenues realized by the Village, to foster increased economic activity within the Village, to increase employment opportunities within the Village, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes, and otherwise take action in the best interests of the Village. C. The Village is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., as amended (the "Act"), to finance redevelopment in accordance with the conditions and requirements set forth in the Act. D. Pursuant to Ordinance Numbers 6293, 6294 and 6295, adopted January 17, 2017, the Village designated the tax increment redevelopment project area ("Redevelopment Project Area"), approved a tax increment redevelopment plan and project ("TIF Plan"), and adopted tax increment financing relative to the Village's Prospect and Main Tax Increment Financing District ("TIF District"); said TIF District being legally described and depicted as set forth in EXHIBIT A-1 and EXHIBIT A-2, respectively, attached hereto and made part hereof. E. Developer seeks to establish the Lady Dahlia Tequila Bar and Patina Wine Bar restaurants in the retail space located at 127 —137 W. Prospect Avenue ("the Project") in downtown Mount Prospect ("the Business Location"). Developer will invest at least One Million One Hundred Thousand and No/100 Dollars in the Project. It is necessary for the successful completion of the Project that the Village enter into this Agreement with the Developer to provide for the redevelopment of the Property, thereby implementing the 81 TIF Plan. F. The Developer has been and continues to be unable and unwilling to undertake the Project, but for certain tax increment financing ("TIF") incentives for the construction of the Lady Dahlia Tequila Bar and Patina Wine Bar restaurants at the Business Location, not to exceed Two Hundred Eighty Thousand and No/100 dollars ($280,000.00), to be provided by the Village in accordance with the Act and the home rule powers of the Village, which the Village is willing to provide under the terms and conditions contained herein. The Parties acknowledge and agree that but for the aforementioned TIF incentives, to be provided by the Village, Developer cannot successfully and economically develop the Project in a manner satisfactory to the Village. The Village has determined that it is desirable and in the Village's best interest to assist Developer in the manner set forth herein, and as this Agreement may be supplemented and amended from time to time pursuant to the mutual agreement of the Parties and in the manner as herein provided. G. It is necessary for the successful completion of the Project that the Village enter into an Agreement with Developer to provide for the redevelopment of the Property, thereby implementing the TIF Plan. H. The Village is desirous of having the Redevelopment Project Area rehabilitated, developed and redeveloped in accordance with the TIF Plan, and particularly the Project as a part thereof, in order to serve the needs of the Village, arrest physical decay and decline in the Redevelopment Project Area, increase employment opportunities, stimulate commercial growth and stabilize the tax base of the Village and, in furtherance thereof, the Village is willing to offer Developer the TIF incentives referenced in subsection F. above, under the terms and conditions hereinafter set forth, to assist such development SECTION 2: Based upon the foregoing, the Village Mayor, Village Clerk and Village Manager, or their designees, be and are hereby authorized and directed to execute the attached Redevelopment Agreement and perform the Village's obligations thereunder. SECTION 3: This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. ADOPTED this 18TH day of July, 2023 pursuant to a roll call vote as follows: AYES: NAYS: ABSENT: 82 APPROVED this 18th day of July, 2023, by the Village Mayor of the Village of Mount Prospect, and attested by the Village Clerk, on the same day. Village Mayor APPROVED and FILED in my office this 18th day of July, 2023 and published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois. ATTEST: Village Clerk EN