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HomeMy WebLinkAbout8.1 Motion to waive the rule requiring two readings of an ordinance and adopt AN ORDINANCE AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND BERN III ENTERPRISES, LLC FOR KHEPRI CAFEM+awn �'xytlts=e Item Cover Page Subject Motion to waive the rule requiring two readings of an ordinance and adopt AN ORDINANCE AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND BERN III ENTERPRISES, LLC FOR KHEPRI CAFE Meeting Fiscal Impact (Y/N) Dollar Amount Budget Source Category Type Information July 16, 2024 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD Y $165,000 Prospect and Main TIF Fund NEW BUSINESS Action Item The owners of Khepri Cafe, to be located at 106 S. Emerson Street, are requesting financial assistance from the Village to facilitate the build -out of their restaurant space. The owners, Isaac Melton and Tatum Drewes, recently signed a lease and are looking to invest $655,944.70 to remake the former medical office space into a restaurant. The proposed Mount Prospect restaurant would be Khepri's second location, with the original Khepri Cafe having opened in Chicago in February of 2020. Khepri Cafe will remodel the former Breton Chiropractic space into a unique restaurant cafe per their submittal. They want to create a bar area with seating for 8, a dining space with seating for 10, a reading nook with seating for 10, and a small event space, in addition to providing a small retail area at the front of the proposed cafe. Khepri Cafe will offer quality food, coffee, tea, and beverages along with other small business offerings and an education/event space. Their anticipated hours would be 7:00 AM - 5:00 PM Monday through Thursday, with later closing times at 9:00 PM on Friday and Saturday, and an early afternoon closing time on Sundays. The remodel will create a new kitchen workspace that includes a walk-in cooler, freezers, a prep area, and an array of cooking apparatuses. The menu will include a number of smoothies, sandwiches, salads/bowls, small bites, spreads, craft beers, select wines, unique cocktails, and a number of grab and go items for commuters. They plan to serve a full coffee and tea menu with various sizes, add-ons, and non-dairy milk substitutions as well. The cost of the total project is estimated at $655,944.70. Isaac and Tatum have advised that the project will not move forward in a timely manner without TIF assistance. The attached RDA authorizes $165,000 in assistance that would be payable in two phases. The Village would reimburse the owners $100,000 after the restaurant remodel is completed and another $65,000 after one year of continuous business operation of the restaurant. The Village's contribution of approximately 25% of the total build -out costs is similar to recent TIF assistance provided to Mia's Cantina, Whiskey Hill/Salerno's, and Lady Dahlia/Patina Wine Bar projects that were approved earlier this year and in 2023. Based on conservative annual sales projections provided by Khepri Cafe, staff estimates that the $165,000 incentive request should be recouped after 5 - 6 years of operation. The project is not expected to generate any additional TIF increment. However, it will fill a key downtown vacancy and generate sales and food and beverage tax revenues. Figure 1: Khepri Cafe Sales, Food and Bevera a Tax Revenue Projections Year Gross Sales Tax Revenues 1 $ $ (Aug 280,000 7,905 Dec) 2 $ $ 765,000 21,598 3 $ $ 870,000 24,562 4 $ $ 1,045,000 29,503 5 $ $ 1,170,000 33,032 6 $ $ 1,250,000 35,291 7 $ $ 1,335,000 37,691 Total: $ 189,582 Sales projections were provided by Khepri Cafe ownership. Discussion Alternatives 1. Approve the ordinance authorizing the Redevelopment Agreement for Khepri Cafe Restaurant. 2. Discretion of the Village Board. Staff Recommendation Staff recommends that the Village Board approve the ordinance authorizing the Redevelopment Agreement for Khepri Cafe Restaurant. Attachments 1. Khepri Cafe RDA 2. Ordinance authoring execution of Khepri Cafe RDA(2013895.1) (003) 3. Khepri TIF Request THIS DOCUMENT WAS PREPARED BY AND AFTER RECORDING RETURN TO: Lance C. Malina Klein, Thorpe & Jenkins, LTD. 900 Oakmont Lane, Suite #301 Westmont, Illinois 60559-5574 [For Recorder's Office] REDEVELOPMENT AGREEMENT FOR THE KHEPRI CAFE RESTAURANT AS PART OF THE PROSPECT AND MAIN TIF DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS This REDEVELOPMENT AGREEMENT (this "Agreement"), is made and entered into as of the day of , 2024 (the "Effective Date"), by and between the Village of Mount Prospect, an Illinois home rule municipal corporation located in Cook County, Illinois (the "Village"), and Bern III Enterprises, an Illinois Limited Liability Company (the "Business"). The Village and the Business are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties". RECITALS WHEREAS, 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; and WHEREAS, the Village has the authority to adopt tax increment allocation financing pursuant to the Tax Increment Allocation Act, 65 ILCS 5/11-74.4-1, et seq., as amended (the "Act"); and WHEREAS, in accordance with the Act, the Village has conducted public hearings with respect to the designation of the Redevelopment Plan, the Redevelopment Project Area and the Redevelopment Project (as defined below) at meetings of the Village President and the Board of Trustees (the "Corporate Authorities"); and WHEREAS, 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 financing relative to the Village's Prospect and Main Tax Increment Financing District (the "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. 2013173_1 WHEREAS, within the Redevelopment Project Area, the Business seeks to establish Khepri Caf6, a restaurant in 3,650 square feet of commercial space (the "Project") located at 106 South Emerson Street in downtown Mount Prospect (the "Property"); and WHEREAS, the Project will require demolition, development financing, architectural design, governmental approvals, and construction on the Property; and WHEREAS, the Business anticipates the Project will require an investment of approximately six hundred and fifty-five thousand nine hundred forty four and 70/100 dollars ($655,944.70), and is willing to undertake the Project with adequate TIF incentives; and WHEREAS, it is necessary for the successful completion of the Project to provide financial incentive through reimbursement to the Business for certain eligible costs related to the Project to bridge the project financial feasibility gap and provide for the redevelopment of the Property, thereby implementing the TIF Plan; and WHEREAS, the Parties acknowledge and agree that but for the aforementioned TIF incentives, to be provided by the Village, the Business 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 the Business 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; and WHEREAS, pursuant to 65 ILCS 5/8-1-2.5, the Village may appropriate and expend funds for economic development purposes, including without limitation, for activities that are deemed necessary or desirable for the promotion of economic development within the municipality; and WHEREAS, this Agreement has been submitted to the Corporate Authorities of the Village 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 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; and WHEREAS, this Agreement has been submitted to the Business for consideration and review, the Business has taken all actions required to be taken prior to the execution of this Agreement in order to make the same binding upon the Business according to the terms hereof, and any and all action of the Business precedent to the execution of this Agreement has been undertaken and performed in the manner required by law; and WHEREAS, the Corporate Authorities of the Village, after due and careful consideration, have concluded that the development of the Redevelopment Project will further the growth of the Village, facilitate the development of the entire Redevelopment Project Area, improve the environment of the Village, increase the assessed valuation of the real estate situated within the Village, increase additional tax revenues realized by the Village, foster increased economic activity within the Village, increase employment opportunities within the Village, and otherwise 2013173_1 be in the best interests of the Village by furthering the health, safety, morals and welfare of its residents and taxpayers. WHEREAS, the Village is desirous of having the Redevelopment Project Area developed for such uses in order to serve the needs of the Village and community and in order to produce increased tax revenues for the various taxing districts authorized to levy taxes within the Redevelopment Project Area, and the Village, in order to stimulate and induce the redevelopment of the Redevelopment Project Area, has agreed to finance certain Project Costs by reimbursing the Business from some of the incremental property taxes generated by the Redevelopment Project Area all in accordance with the terms and provisions of the Act and this Agreement; and NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows: ARTICLE I. RECITALS PART OF AGREEMENT; EFFECT The representations, covenants and recitations set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and made a part of this Agreement as though they were fully set forth in this Article I. ARTICLE II. MUTUAL ASSISTANCE The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may be necessary or appropriate, from time to time, to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. ARTICLE III. DEVELOPMENT OF THE PROJECT 3.1 Project Timeline. The Business shall provide a Project Timeline (the "Timeline"), subject to the Village's approval, to be incorporated as Exhibit B to this Agreement. The Project shall be comprised of three Phases: (1) obtaining a lease agreement and financing; (2) demolition of existing structures; and (3) construction of the Project (collectively, the "Project Phases," and individually, a "Phase," or a "Project Phase." Village approval, in its reasonable discretion, of each Phase is a condition precedent for the Business to commence the succeeding Phase. 3.2 Village Approvals. All procedures and requirements for approval of the Plans (as defined below) shall be submitted and considered pursuant to applicable Village ordinance as well as normal and standard Village procedures in relation thereto (the "Plan Approval"). Execution of this Agreement shall not be considered as approval or waiver of all necessary building permits or associated permit fees required for Business to complete the Project. The 2013173_1 Village further agrees and acknowledges that all building permit fees applicable to the Project shall be waived. Business agrees that it shall pay all other costs associated with the Project as provided by applicable ordinance, including, but not limited to: any third -party inspection fees, water service connection fees, certificates of occupancy and/or any other charges or fees from the Village applicable to the Project as would be applicable to any other construction project in the Village. This obligation shall only be required as to such charges or fees of the Village that are provided by applicable ordinance and effective at the time of execution of this Agreement. 3.3 Costs to Business. The Business has advanced or will advance all funds and all costs necessary to the Project and to otherwise complete the Project, including replacement of all existing awnings. To be eligible for reimbursement under this Agreement, Project Costs must be certified to the Village by the Business in accordance with provisions of this Agreement. The Village Assistance shall not exceed one hundred and sixty-five thousand dollars ($165,000.00). 3.4 Construction Initiation and Completion. Subject to delays caused by Force Majeure (as defined below), the Business shall initiate demolition of the current improvements on the Property, on or in substantial conformance with the Timeline, no later than sixty (60) days after approval of the respective Plans and possession of the Property. The Parties are aware that the Business' future possession of the Property is subject to a lease agreement between the Business and its current owner. If the Project is not commenced or completed on a timely basis as required herein, following notice and at the sole option of the Corporate Authorities, the Village may seek the remedies provided in Section 9.2. The Parties shall abide by the Timeline. The Timeline may be modified as necessary by a Party with the prior written consent of the other Party, which shall not be unreasonably conditioned, delayed, or denied. 3.5 Compliance with Codes. The Business, in redeveloping the Property, shall comply with all applicable Village, County, State and Federal codes and requirements, including all requirements in the Village's Zoning Ordinance. 3.6 Zoning. Notwithstanding anything contained herein to the contrary, the Village represents and warrants that the proposed use of the Property as a restaurant facility is a permitted use under the Village Zoning Ordinance. The Business agrees that the Plans for the Project shall be in conformance with this Agreement and the Village Zoning Ordinance. 3.7 Damage to Public Improvements and Off -Site Improvements. To the extent that the Business or its employees, contractors, subcontractors or agents damage any private or public utilities or other private or public improvements of any kind that are located on-site or off-site relative to the Property as part of the Project, the Business agrees to promptly repair or replace or restore such damaged improvements with like kind and like quality materials as reasonably directed by the Village. 2013173_1 ARTICLE IV. OBLIGATIONS AND DISBURSEMENTS; LIMITATION ON AMOUNT TO BE REIMBURSED TO THE BUSINESS 4.1 Flow of Funds. The Parties agree that tax increment allocation financing, established and implemented in accordance with the terms and provisions of the Act, is and shall be the sole source of funds to reimburse the Business for a portion of its incurred Project Costs and the reimbursement of the Business and the Village in connection with certain reimbursable Project Costs incurred or to be incurred by the Village and/or the Business incidental to the Project. 4.2 Incentive Amount and Payment Dates. Subject to the limitations set forth herein and to the extent that Project Incremental Taxes are available, the Village shall reimburse the Business for certain eligible costs related to the Project, defined in the TIF Act at 65 ILCS 5/11 74.4 3(q) and deemed reimbursable under the Redevelopment Plan in an amount not to exceed $165,000.00. The Business shall substantiate all requests for reimbursement with documentation acceptable to the Village. The Village shall provide $100,000.00 within sixty (60) days after the issuance of a Final Certificate of Occupancy, and an additional $65,000.00 after one (1) year of continuous business operation of the Khepri Cafe restaurant in the Property (collectively, the "Payment Dates"). 4.3 Conditions Payment of Incentives. The Village's obligation to reimburse the Business 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 Business of all necessary Village zoning approvals for the Project; (ii) The Business being current with all Federal, State and local tax obligations; (iii) The Business obtaining a Final Certificate of Occupancy for the Project; (iv) The Business, to receive the second payment of sixty-five thousand and No/100 dollars ($65,000.00), must achieve one year of continuous business operation of the Khepri Cafe restaurant in the Property; (v) The Incentive Fund having adequate Incremental Property Taxes to pay the amounts requested for reimbursement by the Business; (vi) The Business is in compliance with the covenants, obligations and agreements in Sections VII, VIII, IX and XI of this Agreement; and (vii) The Business 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. 2013173_1 4.4 Procedure for Payment of Incentives. The Village shall reimburse the Business from Incremental Property Taxes deposited into the Incentive Fund, subject to the Maximum Amount, for the Business' actual expenditures of TIF Eligible Redevelopment Costs, including but not limited to those set forth on, and in the amounts included in the Business' Project Budget, EXHIBIT C, relative to the Project (the "TIF Incentive Rebate"), whether incurred by the Business prior to or after the Effective Date. Said TIF Incentive Rebate shall be paid to the Business as follows: (i) The Village shall pay Incremental Property Taxes from the Incentive Fund to the Business at the Payment Dates, provided the Village is in receipt of the Business' request for reimbursement of TIF Eligible Redevelopment Costs documented by the Business to have been incurred and paid for by the Business 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 Business 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 Business in writing as to the specific basis for the Village's position. In the event the Business 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. (ii) If the Business requests reimbursement from Incremental Property Taxes from the Incentive Fund, and if the Village authorizes the distribution of such funds in an amount greater than the then -existing balance of Incremental Property Taxes in the Incentive Fund, the Village shall distribute any approved but undistributed TIF Incentive Rebate to Business on the applicable Payment Date, provided that the Village has received and deposited additional Incremental Property Taxes into the Incentive Fund, in an amount sufficient to cover all or a part of said authorized but undistributed TIF Incentive Rebate. No interest shall accrue on any amount of authorized but undistributed TIF Incentive Rebate. (iii) The TIF Incentive Rebate paid to the Business shall only be paid from Incremental Property Taxes actually received by the Village from the Project. (iv) In the event that the Village ceases to receive Incremental Property Taxes from the Project, as a result of a change in the federal, state, or local law, and no alternate tax is enacted to replace the Incremental Property Taxes: (a) The Village shall not be obligated to make any further TIF Incentive Rebate payments hereunder; and 2013173_1 (b) The Village shall pay the Business on an annual basis, an amount equal to Village's general property tax levy for the Property, excluding amounts levied for debt thereon ("Property Tax Backstop"), until the sooner of the TIF Incentive Rebate being fully paid, by adding the total Incremental Property Taxes and Property Tax Backstop paid to the Business, or twenty-five (25) years from the date on which the Village ceases to receive Incremental Property Taxes from the Project. (v) The TIF Incentive Rebate by the Village shall cease upon the Business' receipt of the Maximum Amount, or the expiration of the Term (as defined in Section XVII.P. below) of this Agreement, whichever occurs first. (vi) 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. (vii) 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. 4.5 Village's TIF Costs. The Parties hereto acknowledge that the Village may incur certain costs eligible for reimbursement under the Act. Any and all actual expenses and actual eligible costs incurred or expected to be incurred by the Village in connection with the Redevelopment Plan may be reimbursed from or paid from tax increment allocation financing. 4.6 Village Contribution; Absolute Limitation on Reimbursement Amount. The Parties hereby agree, and the Business hereby acknowledges, that the Business shall be entitled to reimbursement of the total certified Project Costs as authorized by this Agreement and as approved by the Village in the applicable Certificate of Eligibility (the "Certified Project Costs"), which it incurs, in an aggregate amount not to exceed a principal balance of one hundred and sixty-five thousand dollars ($165,000.00) (the "Maximum Amount"), notwithstanding that Business may in fact expend sums in excess of such amount which would otherwise qualify as Project Costs in furtherance of the Redevelopment Plan and the Redevelopment Project. 4.7 Open Book Project. The Project shall be an "open book" project meaning that Business and the general contractor (or contractors, if more than one) shall provide continuing access to the Village's agents for the purpose of reviewing and auditing their respective books and records relating to any item necessary to determine the costs of the Project. The foregoing Village review rights with respect to the Project shall terminate two (2) years after the Commencement Date. The Parties agree that, if upon completion of the Project, the Project 2013173_1 Costs are lower than the Maximum Amount, the Village reserves the right to reduce the Village Assistance to reflect the amount of Certified Project Costs as agreed upon under this Agreement. ARTICLE V. AUTHORITY 5.1. Powers. The Parties acknowledge that they make this Agreement based upon their respective understanding that the Parties have full constitutional right, power and authority under currently applicable law to deliver and execute and perform the terms of this Agreement, and that all of the foregoing have been duly and validly authorized and approved by all necessary Village and Business proceedings, findings and actions, and the Parties jointly and severally agree that this Agreement each constitute the legal, valid and binding obligation of the Village and the County are enforceable in accordance with their respective terms and provisions. 5.2. Authorized Parties. Whenever under the provisions of this Agreement and other related documents and instruments or any supplemental agreements, any request, demand, approval, notice or consent of the Village or the Business is required, or the Village or the Business is required to agree or to take some action at the request of the other, such request, demand, approval, notice or consent, or agreement shall be given for the Village, unless otherwise provided herein, by the Village President or their designee and for the Business, unless otherwise provided herein, by the Business President or their designee; and any Party shall be authorized to act on any such request, demand, approval, notice or consent, or agreement or other action and neither Party hereto shall have any complaint against the other as a result of any such action taken. ARTICLE VI. REPRESENTATIONS AND WARRANTIES 6.1. Business Representations, Warranties, Covenants and Obligations. The Business makes the following representations, warranties, covenants, and obligation commitments with regard to this Agreement: (a) The Business represents and warrants to the Village that the Business has the requisite power and authority to enter and fully carry out this Agreement, including the execution of all instruments and documents delivered or to be delivered hereunder. (b) The Business covenants that the Project at the Property during the term of this Agreement shall be constructed, fully completed and maintained in a good and workmanlike manner in accordance with all applicable Federal, State and County laws and regulations and the Village codes, ordinances and regulations, including but not limited to all local zoning ordinances and regulations, and the building, electric, plumbing and fire codes, that are applicable to the Project. The Business certifies that it shall replace all existing awnings at the Property as part of the Project. (c) The Business warrants that it has and will continue to do 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 Business 2013173_1 has any other remaining obligation pursuant to the terms of this Agreement, whichever is the first to occur. (d) To Business' knowledge, there are no actions at law or similar proceedings which are pending or threatened against Business which would result in any material and adverse change to Business' financial condition, or which would materially and adversely affect the level of Business assets as of the date of this Agreement or that would materially and adversely affect the ability of Business to proceed with the construction and development of the Project. (e) The Business certifies that: (i) It is not barred from contracting with any unit of State or local government as a result of violating 720 ILCS 5/33E-3 or 5/33E-4 (bid rigging or bid rotating) or 5/33E-6 (interference with contract submission and award by public official) or as a result of a violation of 820 ILCS 130/1 et seq. (Illinois Prevailing Wage Act) or as a result of: (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue or any fee required by any unit of local government or the State, unless the Party is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax or the fee, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq. (ii) It has not been convicted of, or is not barred for attempting to, rig bids, price- fixing or attempting to fix prices as defined in the Sherman Anti -Trust Act and Clayton Act. 15 U.S.C. § 1 et seq.; and has not been convicted of or barred for bribery or attempting to bribe an officer or employee of a unit of state or local government or school district in the State of Illinois in that officer's or employee's official capacity. Nor has the Developer and its officers, corporate authorities, employees and agents made admission of guilt of such conduct which is a matter of record, nor has any official, officer, agent or employee been so convicted nor made such an admission. (iii) It shall comply with the Illinois Drug Free Work Place Act. (iv) It shall comply with the Equal Opportunity Clause of the Illinois Human Rights Act and the Rules and Regulations of the Illinois Department of Human Rights and shall not commit unlawful discrimination and shall agree to comply with all applicable provisions of the Illinois Human Rights Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Section 504 of the Federal Rehabilitation Act, and all applicable rules and regulations. (v) It shall comply with its own written Sexual Harassment Policy in compliance with Section 2-105 of the Illinois Human Rights Act (775 ILCS 5/2- 105(A)(4)). 2013173_1 (vi) It is and will remain an "Equal Opportunity Employer" as defined by federal and State laws and regulations, and agrees to comply with the Illinois Department of Human Rights ("IDHR") Equal Opportunity Employment clause as required by the IDHR's Regulations (44 III. Adm. Code, Part 750, Appendix A). As required by Illinois law and IDHR Regulation, the Equal Opportunity Employment clause is incorporated by reference in its entirety as though fully set forth herein. (vii) It shall comply with the Prohibition of Segregated Facilities clause, which is incorporated by reference in its entirety as though fully set forth herein. See, Illinois Human Rights Act (775 ILCS 5/2-105). See also, Illinois Department of Human Rights Rules and Regulations, Title 44, Part 750. Administrative Code, Title 44: Government Contracts, Procurement and Property Management, Subtitle B: Supplemental Procurement Rules, Chapter X: Department of Human Rights, Part 750: Procedures Applicable to All Agencies, Section 750.160: Segregated Facilities (44 III. Adm. Code 750.160). (viii) It shall comply with the Americans with Disabilities Act (42 U.S.C. 12101, et seq.) and Article 2 of the Illinois Human Rights Act (775 ILCS 5/2-101, et seq.). (ix) Any construction contracts entered into by the Business relating to the Project and any additional improvements to the Property shall require all contractors and subcontractors to comply with the Illinois Fair Employment Practices Act and the Illinois Prevailing Wage Act and the federal Davis Bacon Act, if applicable. (x) The Business is neither delinquent in the payment of any tax administered by the Illinois Department of Revenue nor delinquent in the payment of any money owed to the Village. (xi) It is in full compliance with the Federal Highway Administration Rules on Controlled Substances and Alcohol Use and Testing, 49 CFR Parts 40 and 382, but only to the extent applicable. (f) The Business, and its employees, sub -consultants and sub -contractors, shall comply with any and all applicable laws, regulations and rules promulgated by any Federal, State, County, Village, or other governmental authority or regulatory body pertaining to all aspects of this Agreement, now in effect, or which may become in effect during the performance of this Agreement. The scope of the laws, regulations and rules referred to in this paragraph includes, but is in no way limited to, the Occupational Safety and Health Act standards, the Illinois Human Rights Act, the Illinois Equal Pay Act of 2003, along with the standards and regulations promulgated pursuant thereto (including but not limited to those safety requirements involving work on elevated platforms), all forms of traffic regulations, public utility, Interstate and 2013173_1 Intrastate Commerce Commission regulations, Workers' Compensation Laws, the Substance Abuse Prevention on Public Works Projects Act, Prevailing Wage Laws, the Smoke Free Illinois Act, the USA Security Act, the Federal Social Security Act (and any of its titles), and any other law, rule or regulation of the Illinois Department of Labor, Illinois Department of Transportation, Illinois Environmental Protection Act, Illinois Department of Human Rights, Human Rights Commission, EEOC, and the Village of Schaumburg. In the event that the County, or its employees, sub -consultants and sub -contractors, in performing under this Agreement are found to have not complied with any of the applicable laws and regulations as required by this Agreement, then the Business shall indemnify and hold the Village harmless, and pay all amounts determined to be due from the Village for such non-compliance by the Business, including but not limited to fines, costs, attorneys' fees and penalties. (g) The Business shall further comply with all applicable Federal, State, County and local laws, rules and regulations in carrying out the terms and conditions of this Agreement, including the following: (i) Employment of Illinois Workers on Public Works Act Compliance. To the extent required by law, the Business agrees to comply with the provisions of the Employment of Illinois Workers on Public Works Act (30 ILCS 570/0.01 et seq. ). (ii) Preference to Veterans Act Compliance. The Business will comply with the Preference to Veterans Act (330 ILCS 55). (iii) Patriot Act Compliance. The Business represents and warrants to the Village that neither it nor any of its principals, shareholders, members, partners, or affiliates, as applicable, is a person or entity named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of a Specially Designated National and Blocked Person. The Business further represents and warrants to the Village that the Business and its principals, shareholders, members, partners, or affiliates, as applicable, are not, directly or indirectly, engaged in, and are not facilitating, the transactions contemplated by this Agreement on behalf of any person or entity named as a Specially Designated National and Blocked Person. The Business agrees to defend, indemnify and hold harmless the Village, its elected or appointed officials, president and trustees, employees, agents, representatives, engineers, and attorneys, from and against any and all claims, damages, losses, risks, liabilities, and expenses (including reasonable attorney s' fees and costs) arising from or related to any breach of the representations and warranties in this subsection. (h) Other Laws; Changes in Laws. The Business further covenants that it shall comply with all applicable Federal laws, State laws and regulations including without limitation, those regulations in regard to all applicable equal employment opportunity requirements, and such 2013173_1 laws and regulations relating to minimum wages to be paid to employees, limitations upon the employment of minors, minimum fair wage standards for minors, payment of wages due employees, and health and safety of employees. The Business agrees to pay its employees, if any, all rightful salaries, medical benefits, pensions and social security benefits pursuant to applicable labor agreements and federal and State statutes, and further agrees to make all required withholdings and deposits therefor. The Business agrees to maintain full compliance with changing government requirements that govern or apply to the construction of the Project and any additional improvements thereto, and its operation and maintenance of the Project on the Property. The Business understands and agrees that the most recent of such federal, county, State, and local laws and regulations will govern the administration of this Agreement at any particular time. Likewise, the Business understands and agrees that new federal, county, State and local laws, regulations, policies and administrative practices may be established after the date of this Agreement has been executed and may apply to this Agreement. (i) Any claims or lawsuit or complaint of violation of laws that is received by the Business relative to this Agreement shall be promptly forwarded to the Village in accordance with the notice provisions of this Agreement. (j) The Business further acknowledges that because the Village is a municipal entity that this Agreement is subject to the approval of and is not enforceable until approved at an open meeting by the Corporate Authorities. If such approval is not so received, this Agreement shall have never been in effect. (k) The Business recognizes and agrees that the Village shall review and process all requested approvals and permits relating to the Project in compliance with applicable Village ordinances and laws of the State of Illinois, including but not limited to approval of the Plans and elevations, excavation permits, grading permits, building permits and occupancy permits, and failure on the part of the Village to grant or issue any required permit shall not be deemed to give rise to any claim against or liability to the Village pursuant to this Agreement except for mandamus or specific performance. The Village agrees, however, that such non -zoning approvals and permits shall not be unreasonably withheld, conditioned or delayed. Village further agrees and acknowledges that all building permit fees applicable to the Project shall be waived. Business agrees that it shall pay all other costs associated with the Project as provided by applicable ordinance, including, but not limited to: any third -party inspection fees, water service connection fees, certificates of occupancy and/or any other charges or fees from the Village applicable to the Project as would be applicable to any other construction project in the Village. This obligation shall only be required as to such charges or fees of the Village that are as provided by applicable ordinance and effective at the time of execution of this Agreement. (1) The Business has identified adequate funds in an amount not less than that required to complete relocation to the Subject Property, plus the cost of any anticipated and unanticipated contingencies, and shall use its best efforts to secure adequate working capital necessary to complete the Project in a timely manner in accordance with the terms of this Agreement. 2013173_1 (m) Concurrently with execution of this Agreement, Business shall disclose to the Village the names, addresses and ownership interests of all persons that have an ownership interest in the Business, together with such supporting documentation that may be reasonably requested by the Village. Business further agrees to notify the Village throughout the term of this Agreement of the names, addresses and ownership interests of any changes of owners of the Business. 6.2. Village Representations, Warranties, Covenants, and Obligations. The Village makes the following representations, warranties, covenants, and commitment obligations with regard to this Agreement: (a) The Village represents and warrants to the Business that the Village has the requisite power and authority to enter into and fully carry out this Agreement, including the execution of all instruments and documents delivered or to be delivered hereunder. (b) The Village represents that the information included in any reports and documents delivered or to be delivered to the Business have been and shall be true, correct and complete in all material respects, and the same shall not omit any material information required to make the submission thereof fair and complete. The Village covenants and agrees that, until such time as the Certified Project Costs have been paid in full to the Business and/or holders of the Business Notes as provided herein, the Village: (i) to the extent permitted by law, shall not rescind, revoke, or terminate the TI F Ordinances; (ii) except as provided in this Agreement, shall not comingle the Incremental Property Taxes with any other funds of the Village; (iii) shall not pledge or apply any portion of the Incremental Property Taxes to any other purpose or the payment of any obligation of the Village, or of the TIF District, other than as set forth in this Agreement; (iv) shall ensure the Incremental Property Taxes are deposited and maintained in the Fund as required by this Agreement; and (v) shall not seek to apply or charge impact fees in relation to the Project. (c) Any claims or lawsuit or complaint of violation of laws that is received by the Village relative to this Agreement shall be promptly forwarded to the Business in accordance with the notice provisions of this Agreement. 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) The Village agrees to promptly review elements of each submission and each Phase of the Project and shall approve or reject the same in accordance with applicable law within a reasonable time, or as specifically negotiated into this Agreement. In the event the Village opines that any submission of the Village should be amended or rejected, the Village shall contact the Business to resolve the issue and ensure the efficient administration of the Project and the Phases of the same. ARTICLE VII. INSURANCE 2013173_1 7.1. Builder's Risk Prior to Completion. Prior to completion of the construction of the Project as evidenced by the issuance of the final certificate of occupancy for the Property, the Business shall keep in force at all times completed builder's risk insurance against risks of physical loss, including collapse, covering the total value of work performed and equipment, supplies, and materials furnished for the Project (including onsite stored materials). Such insurance policies shall be issued in an amount equal to one hundred percent (100%) of the insurable value of the Project at the date of completion and with coverage available in a non - reporting form on the so-called "all-risk" form of policy. All such policies shall contain a provision that they will not be canceled or modified without 30 days' prior written notice to the Village. 7.2. Insurance During Term of Agreement. Prior to commencement of the Project, the Business (or the Business' contractor) shall procure and deliver to the Village, at the Business (or such contractors) cost and expense, and shall maintain in full force and effect until each and every obligation of the Business contained in this Agreement has been fully paid or performed, a policy or policies of general comprehensive liability insurance and, during any period of construction, contractor's liability insurance and workers' compensation insurance, with liability coverage under the comprehensive insurance to be not less than $5,000,000 for each occurrence and $10,000,000 total and including automobile insurance coverage, all such policies to be in such form and issued by such companies as shall be reasonably acceptable to the Village to protect the Village and the Business against any liability incidental to the use of or resulting from any claim for injury or damage occurring in or about the Redevelopment Project or the improvements or the construction and improvement thereof. Each such policy shall name the Village and its officers, employees, agents, attorneys, and representatives as additional insureds and shall contain an affirmative statement by the issuer that it will give written notice to the Business and the Village at least 30 days prior to any cancellation or amendment of its policy. Any other insurance or self-insurance maintained by the Village shall be in excess to and not contribute to the protection the Village receives as an additional insured on the insurance required by this Agreement. 7.3. Compliance with Village Codes, Rules, Ordinances, and Regulations. Specific requirements imposed on the Business with regard to indemnification and insurance coverage shall not be considered exclusive of any other Village code, rule, ordinance, or regulation of general applicability. The inclusion of such specific requirements in this Agreement shall not be construed as a waiver of the Village's independent right and authority to apply and enforce its various codes, rules, regulations, and ordinances of general applicability for insurance, surety, and bonding against the County and its successors in title. ARTICLE VIII. INDEMNIFICATION, HOLD HARMLESS, AND RELEASE PROVISIONS This Section VII shall survive the termination of this Agreement. 8.1 Release. The Business 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 VIII, collectively the "Village Indemnified Parties") shall not be liable for, and agrees to indemnify and hold harmless 2013173_1 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 or arising pursuant to the Business' 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. 8.2 Indemnification. Except for gross negligence or willful misconduct of the Village Indemnified Parties, Business 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 Business (or if other Persons acting on their behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project. 8.3 No Personal Liability. No liability, right or claim at law or in equity 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. ARTICLE IX. GENERAL PROVISIONS 9.1. Time of Essence. Time is of the essence of this Agreement. The Parties will make every reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of this Agreement requires their continued cooperation. 9.2. Breach. (a) Village Remedies. In the event the Business fails or refuses to: (i) timely start construction of the Project on the Properties within the relevant time frames provided for herein, or (ii) timely complete the Project, within the relevant time frames provided herein, subject to Force Majeure and weather conditions and the mutual agreement of the Parties, or 2013173_1 (iii) maintain the Project following construction in conformance with Village approvals, including the special use permit and Site Plan, and Village standards, then the Village may, after thirty (30) days written notice to the Business, declare the Business in default of this Agreement for which there was a default related to items (i) through (iii) above, and seek solely the following remedies and solely with respect the default: (a) terminate this Agreement, and seek Liquidated Damages, solely as it relates to the default; (b) compensatory damages; (c) specific performance; (d) self-help; and (e) injunctive relief. (b) Business Remedies. If the Village fails to perform its obligations hereunder, the County may, after thirty (30) days' notice to the Village, declare the Village in default and seek solely the following remedies: (a) injunctive relief; (b) specific performance; (c) mandamus; and (d) compensatory damages solely in the event the Village fails to deposit, pay, and transfer Certified Project Costs in accordance with Article 4 of this Agreement. (c) Cumulative Remedies. Unless expressly provided otherwise herein, the rights and remedies of the parties provided for herein shall be cumulative and concurrent and shall include all other rights and remedies available at law or in equity, may be pursued singly, successively or together, at the sole discretion of either party and may be exercised as often as occasion therefore shall arise. 9.3 Amendment. This Agreement, and any exhibits attached hereto, may be amended only by the mutual consent of the Parties evidenced by a written amendment, by the adoption of an ordinance or resolution of the Village approving said written amendment, as provided by law, and by the execution of said written amendment by the Parties or their successors in interest. 9.4 Assignment. Except as expressly provided in this Agreement, the Business' rights and duties under this Agreement shall not be assignable or transferable at any time without the prior written approval of the Village, with such approval not to be unreasonably withheld, delayed, or denied. The Village shall provide such consent unless in the Village's reasonable judgment, a proposed assignee does not have qualifications and financial responsibility necessary and adequate to fulfill the obligations of the Business under this Agreement. Any assignment of legal or equitable right without such consent shall make this Agreement null and void. Notwithstanding the foregoing, the Business shall have the right to assign or transfer this Agreement, in whole or in part, without the Village's approval, in the following instances: (ii) after the applicable Commencement Date, the sale or lease of all or a portion of the Project to end users of the Project with respect to such portion of the Project; or (ii) to a Secured Lender as collateral and such Secured Lender shall have the right to perform any term, covenant, condition or agreement and to remedy any default, in accordance with the terms of this Agreement, by the Business under this Agreement. No Secured Lender shall be personally obligated to perform the obligations of the Business unless and until such Secured Lender (i) takes possession of the Property or TIF Improvements, as the case may be, and (ii) seeks entitlement to the rights and benefits under this Agreement. "Secured Lender" means a bank, financial institution or other person or entity from which the Business has borrowed funds to finance all or a portion of the 2013173_1 Project and in whose favor the Business has agreed to provide a security interest as collateral for such loan. Notwithstanding anything contained herein to the contrary, after the applicable Commencement Date, the Business shall have the right to sell, assign or pledge the rights to payment of the Certified Project Costs, or a portion thereof that corresponds to the applicable Business Note(s), to any person, financial institution, or other entity, which person, financial institution or other entity shall have no duty, obligation, responsibility or other obligation under this Agreement. Prior to any such sale or assignment, the Business shall provide Village written notice with the name, mailing address and other contact information of its successor -in -interest to the payments of the Certified Project Costs. 9.5 Severability. If any provisions, covenants, agreement or portion of this Agreement, or its application to any persons, entity or property, is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants or portions of this Agreement and, to that end, all provisions, covenants, agreements or portions of this Agreement are declared to be severable. 9.6 Completion. Upon satisfactory completion of the Project, the Village shall issue to the Business a "Certificate of Completion". The Certificate of Completion shall serve as evidence on the issue of whether Business has fulfilled its duties and obligations under this Agreement. The issuance of such Certificate shall not be unreasonably withheld by the Village. 9.7 Illinois Law. This Agreement shall be construed in accordance with the laws of the State of Illinois. The sole and exclusive venue for any and all disputes arising out of or relating to this Agreement shall be the Circuit Court of Cook County, Illinois. 9.8 Notice. Any and all notices, demands, consents and approvals required under this Agreement shall be sent and deemed received: (1) on the third business day after mailed by certified or registered mail, postage prepaid, return receipt requested, or (2) on the next business day after deposit with a nationally -recognized overnight delivery service (such as Federal Express or Airborne) for guaranteed next business day delivery, or (3) by facsimile transmission on the day of transmission with the original notice together with the confirmation of transmission mailed by certified or registered mail, postage prepared, return receipt requested, if addressed to the Parties as follows. If to Business: Bern III Enterprises, LLC ATTN: Managing Member 4650 North Kedzie Avenue Chicago, Illinois 60625 With copies to: 1 1 If to the Village: Village of Mount Prospect Attention: Village Manager 50 South Emerson Street 2013173_1 Mount Prospect, Illinois 60056 With copies to: Lance C. Malina, Village Attorney Klein, Thorpe & Jenkins, LTD. 120 S. LaSalle Street, Suite 1710 Chicago, Illinois 60603 9.9 Joint Venture Clause. Nothing contained in this Agreement or subsequent agreements between the Village and the Business is intended by the Parties to create a partnership or joint venture between the Parties, and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not provide for the joint exercise by the Parties of any activity, function, or service, nor does it create a joint enterprise, nor does it constitute either Party as an agent of the other for any purpose whatsoever. Neither Party shall in any way assume any of the liability of the other for acts of the other or obligations of the other. The Village shall in no way assume any liability of the Business, if any, for the removal of Hazardous Substances, including petroleum products, from, on or under the Property, if any. Each Party shall be responsible for any and all suits, demands, costs, or actions proximately resulting from its own individual acts or omissions. 9.10 Attorneys' Fees. In the event either Party elects to file any action in order to enforce the terms of this Agreement, or for a declaration of rights hereunder, the prevailing Party, as determined by the court in such action, shall be entitled to recover all of its court costs and reasonable attorneys' fees as a result thereof from the losing Party. 9.11 Completeness and Modifications. This Agreement and Exhibits referenced herein constitute the entire agreement between the Parties with respect to the transaction contemplated herein, and shall supersede all prior discussions, understandings or agreements between the Parties. This Agreement may not be amended, modified or otherwise changed in any manner except by a writing executed by the Parties hereto. 9.12 Recording. The Village shall have the right to record this Agreement or any memorandum or short form of this Agreement against the Property. 9.13 Counterparts. This Agreement may be executed in counterparts, all of which counterparts taken together shall be deemed to be but one original. 9.14 Severability. If any of the provisions of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable to any extent, the remainder of the provisions of this Agreement shall not be affected thereby, and every other provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 9.15 No Waiver. No waiver of any provisions or condition of this Agreement by any Party shall be valid unless in writing signed by such Party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default. 2013173_1 9.16 Term of Agreement. The term of this Agreement (the "Term") shall commence on (the "Effective Date") and shall continue until the payment in full of the Certified Project Costs due to the Business. The Village shall not take any action that will shorten or terminate the current remaining life of the TIF District. 9.18 Estoppel Certificates. Each of the Parties hereto agrees to provide the other, upon not less than five (5) 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 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. 9.19 Force Majeure. Neither the Village nor the Business nor any successor in interest to either of them shall be considered in breach of or in default of its obligations under this Agreement in the event of any delay caused by failure or unreasonable delay, after the Business or Village, as the case may be, has utilized its best efforts to prevent such failure or unreasonable delay, in the receipt of any governmental permits, damage or destruction by fire or other casualty, strike, housing recession, litigation concerning the Project, shortage of material, unusually adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below -freezing temperatures of abnormal degree or for an abnormal duration, tornadoes or cyclones, pandemics, and other events or conditions beyond the reasonable control of the party affected which in fact interferes with the ability of such party to discharge its obligations hereunder ("Force Majeure"). The time for a party's performance of any obligation under this Agreement shall be extended on a day -for -day basis during the period of the event of Force Majeure. In the event a party asserts an event of Force Majeure in relation to any obligations under this Agreement, the parties will meet and negotiate in good faith the resolution of the circumstances surrounding such asserted event of Force Majeure. IN WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporation By: Michael Cassady, Village Manager ATTEST: Karen Agoranos, Village Clerk 2013173_1 BERN III ENTERPRISES, an Illinois limited liability company By: 2013173_1 EXHIBITS Exhibit A-1 Legal Description (Prospect and Main TIF District) Exhibit A-2 Legal Description (Prospect and Main TIF District) Exhibit B Timeline of Project Exhibit C TIF Improvements and Project Costs 2013173_1 EXHIBIT A-1 LEGAL DESCRIPTION (PROSPECT AND MAIN TIF DISTRICT) 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; THENCE SOUTH ALONG SAID EAST LINE OF WILLIAM STREET TO THE SOUTH LINE OF SHA-BONEE TRAIL; 2013173_1 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; THENCE SOUTHEASTERLY ALONG SAID WESTERLY LINE OF LOT 2 IN MILLER RESUBDIVISION TO A BEND THEREIN; 2013173_1 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; THENCE NORTH ALONG SAID WEST LINE OF THE 20 FOOT WIDE ALLEY EAST OF WILLE STREET TO THE SOUTH LINE OF EVERGREEN AVENUE; 2013173_1 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; THENCE NORTH ALONG SAID WEST LINE OF I-OKA AVENUE TO THE SOUTHERLY LINE OF THE 16 FOOT WIDE ALLEY SOUTHWESTERLY OF PROSPECT AVENUE; 2013173_1 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 -LUST 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; THENCE NORTH ALONG SAID EAST LINE OF LOT 12 IN MILLERS STATION SUBDIVISION AND THE NORTHERLY EXTENSION THEREOF TO THE 2013173_1 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; 2013173_1 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; THENCE EAST ALONG THE SOUTH LINE OF LOT 1 IN PROSPECT PLACE PLAT OF RESUBDIVISION TO THE EAST LINE THEREOF; 2013173_1 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; 2013173_1 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; 2013173_1 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; 2013173_1 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; 2013173_1 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. 2013173_1 EXHIBIT A-2 MAP (PROSPECT AND MAIN TIF DISTRICT) p��Iijiiiiiimi; 1111111, 111 1 111111 2013173_1 D E HENRY ST F z z z z CENTRAL RD a re W RUSSE AVE t; � y � o z a a a 0 S 4 A w LS 6 w q E MILBURN AVE w t D W LINCOLN ST g 0 m i ABONEE TRL QProposed RPA Boundary Parcels in RPA Ci 0. G ; U 3 Vl`o1�4 2013173_1 Exhibit B — PROJECT TIMELINE On or before October 1, 2024, substantially complete construction of the Project (Temporary Certificate of Completion granted). On or before, January 1, 2025, obtain a Final Certificate of Occupancy. 2013173_1 EXHIBIT C PROPOSED PROJECT BUDGET The Aggregate of the Redevelopment TIF Eligible expenses shall not exceed $165,000.00: Estimated TIF Eligible Expenses Amount Construction $298,741.78 Fa ade Improvements $3,016.20 Estimated Total Project Costs $655,944.70 Estimated TIF Eligible Expenses Total $165,000.00 Any of the estimated redevelopment project costs for any specific line item set forth in this Exhibit may be reallocated to any other line item, provided that the total cumulative redevelopment project costs that are reimbursable pursuant to this Agreement do not exceed $165,000.00. 2013173_1 ORDINANCE NO. A ORDINANCE AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND BERN III ENTERPRISES, LLC FOR THE KHEPRI CAFE RESTAURANT AS PART OF THE PROSPECT AND MAIN TAX INCREMENT FINANCING DISTRICT OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS 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 of Mount Prospect ("Village") find as follows: A. The Village is a home rule municipality pursuant to Article VII, Section 6 of the Constitution of the State of Illinois, 1970. B. The Village has the authority, pursuant to its home rule powers and the laws of the State of Illinois, including 65 ILCS 5/8-1-2.5, 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. The Village of Mount Prospect has established the Prospect and Main Street Tax Increment Financing District for the purpose of redeveloping the downtown business district. E. In order to promote the redevelopment of the downtown business district within the Prospect and Main Street Tax Financing District, the Village has determined that it would be in its the best interest to enter into a redevelopment agreement with Bern III Enterprises, LLC for the Khepri Cafe located at 106 South Emerson Street in downtown Mount Prospect. SECTION 2: Based on the foregoing, the Board of Trustees of the Village of Mount Prospect hereby authorizes the Mayor, Village Clerk and Village Manager, or their designees, to execute the Redevelopment Agreement between the Village of Mount Prospect and Bern III Enterprises, LLC for the Khepri Cafe, comprising part of 2013895_1 the Prospect and Main TIF District being subject of this Ordinance, a copy of which is attached hereto and hereby made a part hereof as Exhibit "A". Execution of the Redevelopment Agreement shall be subject to final legal review. 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 16th day of July, 2024, pursuant to a roll call vote as follows: AYES: NAYS: ABSENT: APPROVED this 9th day of July 2024, by the Mayor of the Village of Mount Prospect, and attested by the Village Clerk, on the same day. Paul Wm. Hoefert, Mayor APPROVED AND FILED in my office this of , 2024, and published in pamphlet form in the Village of Mount Prospect, Cook County, Illinois. ATTEST: Karen M. Agoranos Village Clerk 2013895_1 -K,HEPRI­ May 16, 2024 Dear Mr. Hogan and Distinguished Board Members: After careful consideration of all the information available to us, we believe that Khepri Kitchen + Coffee will break even in November of 2024, if we are provided with the requested assistance from the Village of Mount Prospect. If we do not receive the requested assistance, we anticipate an initial break-even month in the winter of late 2025 or early 2026. By way of background, we initially sought and received approval for a construction loan through Newtek Bank, N.A. The loan amount offered by Newtek was sufficient to cover a significant amount of what we initially anticipated the total buildout would cost. However, and despite assurances from representatives at Newtek to the contrary, the closing date for the construction loan of February 16, 2024, was a hard date with no potential for an extension. This means that we had to have our construction plans approved and permits pulled on or before February 16, 2024. Unfortunately, our plans were approved approximately a week after the closing date so Newtek withdrew the loan offer. Since that time, we have secured other financing, but not to the amount initially offered by Newtek. Our buildout costs have grown due to several unforeseen and unanticipated issues, including costs associated with satisfying the demands of the Homeowners Association that shares the building in which Khepri Kitchen + Coffee will occupy. To that end, we were forced to retain an entire team of structural engineers to conduct additional testing and analysis to confirm our plans and measurements notwithstanding the Village's and Mount Prospect Fire Department's prior approval of our submitted architectural plans. If we do not receive assistance from the Village, our current anticipated opening date of August 1, 2024, will be pushed back several months as we will need to secure other additional financing during which time our General Contractor will have to hold off on further work. The additional financing will increase the amount and length of our overall debt/liabilities. If our opening is pushed back to the winter months, we will be precluded from fully participating in many of the Village's summer and fall programs and events, thereby reducing our visibility to the community and future customers. It will also remove our ability to use our outdoor space when we first open. The months in which we are not open and generating revenue will be months in which we are still paying down our various loans and credit cards. As part of our lease, we negotiated a 10 -month abatement period. We anticipate that abatement period will start in July of 2024 and end in April of 2025. Every month that we are not open is a month of underused abatement. All of this will contribute to significantly lower revenue initially than we forecast if we receive the Village's financial assistance. We understand that we are seeking a significant amount of grant money from the Village of Mount Prospect. It is our belief that the assistance provided by the Village will benefit not only the business and economic community within the Village but will also positively impact residents of Mount Prospect. We appreciate your consideration in this matter and are happy to answer any questions you might have for us. Sincerely, Tatum Drewes Isaac R. Melton 1 I P^ t V{ "FNM VN'i � IC yam � '�i 110 " ne "Miw'IwMy4 ��0 iJf� YY�NNf i� E P R,1 Kitchen + Coffee Proposal and Grant Request Name: Tatum Drewes Email: tatum@khepricafe.com Phone: (847) 721-1390 Name: Isaac Melton Email: isaac@khepricafe.com Phone: (312) 388-0190 Table of Contents L 1. Khepri Kitchen + Coffee II. 2. Proposal Overview III. 3. Proposal Summary IV. 4. Community Impact V. 5. Conclusion 1. Khepri Kitchen + Coffee: Tatum Drewes and Isaac Melton, the founders and managing members of Bern III Enterprises, LLC, d/b/a Khepri Kitchen + Coffee submit this proposal as we are seeking a grant of $195,000 from the Village of Mount Prospect with total planned build -out costs of at least $655,944.70. For the successful realization of our restaurant build -out project, we require funding in the amount of $195,000. Without financial support, we will be unable to proceed with our services for several reasons. First, the allocated funds are vital for covering essential construction costs, including but not limited to renovation, equipment procurement, and design services. Second, securing the necessary funds is imperative to ensure compliance with safety and health regulations and guaranteeing a safe environment for our employees, patrons, and Mount Prospect. Additionally, the requested funding will enable us to achieve the functionality and atmosphere that will ensure the long-term success of Khepri. Overall, the financial support we seek is indispensable for the successful launch and operation of our restaurant, which will ultimately contribute to the success and vibrancy of Mount Prospect. We sincerely hope for your consideration and support in this endeavor. Khepri will be a Scratch -Kitchen, Coffee Shop, Retail Store, and Community Center at 106 South Emerson Street in Mount Prospect, Illinois. We anticipate opening on August 1, 2024. We have an executed lease for the space that allows the lease to remain in effect through 2043. Our vision for Khepri extends far beyond just serving delicious food; we are creating a forward - thinking establishment that embodies the spirit of community and collaboration. As a scratch - kitchen, we are committed to offering high-quality, wholesome food options ranging from salads and smoothies to bowls, sandwiches, and small bites. Our full coffee and tea bar complements these offerings, providing a cozy haven for those seeking a moment of respite or a productive workspace. But what truly sets us apart is our dedication to supporting local entrepreneurs and small businesses. Our boutique selection showcases the finest creations from like-minded makers, offering a curated array of unique finds focused on artists and businesses in the area. We currently have a location open in the Albany Park area of Chicago, Khepri Cafe, which opened its doors five weeks before the COVID shut down. Despite this, our Albany Park location has grown every year with sales of nearly one half a million dollars for 2023. The Albany Park location is similar to what we will offer in Mount Prospect; however, the Mount Prospect location will be larger with more room for retail and event spaces. We will also serve a choice selection of alcohol and cocktails at the Mount Prospect location, which is something that is not offered at our Albany Park location. At Khepri, in both Mt. Prospect and Albany Park, our focus and dedication has always been to offer more than just a dining experience - we are creating a hub for community connection and celebration. Our seasonal menu boasts scratch -made bites and drinks, crafted and made to order. A quarter of our space is devoted to showcasing a wide variety of local makes and businesses, offering a curated selection of unique gifts spanning kitchenware, cookbooks, self-help journals, jewelry, cards, children's toys, games, apparel, travel luxuries, and more. Beyond being a retail destination, our space transforms into a vibrant community hub after hours, hosting an array of engaging events, from live music performances, mental health workshops, guided food walking tours, and daddy -daughter events, to name a few. At the heart of it all lies our commitment to fostering connections and enriching lives, one gathering at a time. 2. Proposal Overview: We are excited to present our comprehensive proposal for the establishment of a vibrant restaurant, coffee house, and event space within the city. Our proposal encompasses various elements necessary for the successful launch and operation of this venue, including build -out costs, equipment procurement, design services, and essential amenities. Notably, the 106 South Emerson space that will house Khepri was previously a chiropractic office that has been vacant for several years. Because of its prior use, our proposal cost necessarily includes substantial changes to the plumbing, mechanical, electrical, and HVAC systems. Occupancy changes have required additional restroom facilities and issues with the concrete flooring and surrounding condos have resulted in various plan revisions and increased costs. Additionally, the lack of adequate ventilation has forced significant changes to our equipment and design plans. Below is an itemized breakdown of the costs associated with each aspect of the project, along with corresponding product descriptions. The proposals and bids will be provided under separate cover. Those highlighted in yellow are accepted contractors and vendors. SECTION 1: DESIGN, ARCHITECTURE & CONSTRUCTION Architect: Proposal 1: Berman Architects Cost: $17,600.00 Description of Proposal: Design the layout of 106 S. Emerson. Redesign of plumbing, electrical, mechanical, ventilation, etc. Proposal 2: Moss Architects Cost: $63,000 + hourly Description of Proposal: Design the layout of 106 S. Emerson. Redesign of plumbing, electrical, mechanical, ventilation, etc. Construction: Proposal 1: Finnegan Construction Cost: $298,741.78 Description of Proposal: Demo and reconstruction of walls, plumbing, electrical, mechanical, ventilation, etc. Proposal 2: Le Corp Cost: $343,586.00 Description of Proposal: Demo and reconstruction of walls, plumbing, electrical, mechanical, ventilation, etc. Desilzn of Buildout by Owner: Proposal: 4u_Designs LLC Scope 1 Cost: $17,500.00 Scope 2 Cost: $4,000.00 Description of Proposal: Scope 1: Millwork of cabinets. Scope 2: Millwork for pillars and wall caps. SECTION 2: KITCHEN & COFFEE EQUIPMENT Kitchen Equipment: Proposal 1: Alliance Paper & Foodservice Equipment Cost: $123,980.00 Product: All kitchen equipment and ventilation systems. Proposal 2: Culinary Depot Cost: $116,353.45 Product: All kitchen equipment and ventilation systems. Proposal 3: Zepole Cost: $182,865.00 Product: All kitchen equipment and ventilation systems. Proposal: Toast Cost: $4,134.67 Product: POS, POS mobile, receipt printers, kitchen terminal, barista terminal. Service Ware: Proposal: Webstaurant Scope 1 Cost: $3,687.29 Scope 2 Cost: $6,327.51 Scope 1: Serve ware, drinkware, cutlery, knives, cooking utensils. Scope 2: Cooking tools, pots, pans, trays, blenders, equipment, etc. Dishwasher: Proposal 1: Ecolab Cost: $1,100.00 Product: Dishwasher installation and initial chemical purchase. Beverap-e and Coffee Equipment: Proposal 1: ESI Cost: $27,943.03 Product: Espresso machine, grinders, brewers, etc. Proposal 2: SteamVolt Cost: $47,071.24 (extra espresso machine) Product: Espresso machine, grinders, brewers, etc. SECTION 3: INTERIOR & EXTERIOR FURNISHINGS AND DECOR Interior Furniture and Decor: Proposal 1: Regal Seating Cost: $8,229.00 Product: Tables for interior seating. Proposal 2: Regal Seating Cost: $6,300.00 Product: Tables for interior seating; different material than proposal 2. Proposal: Wayfair Cost: $14,359.14 Product: Variety of products; displays, area rugs, soft seating area (couch, 2 lounge chairs, side tables, coffee table, shelving), all chairs and barstools, bathroom lighting. Proposal: Amazon Cost: $927.98 Product: Lighting. Bar and Foyer: Proposal: Ultimate Stone Cost: $7,785.00 Product: Quartz countertops for bar top, foyer area, etc. Proposal 1: 4u_Designs LLC Cost: $6,500.00 Product: Partial bar top material and millwork. Proposal 2: Ultimate Stone Cost: $2,380.00 Product: Partial bar top, quartz material instead of wood and millwork. Proposal: Tile Bar Cost: $1,880.46 Product: Bar tile, grout. Office and Employee Locker Room: Proposal: Home Depot Cost: $1,045.44 Product: Shelving, lockers, hooks, etc. Bathroom Fixtures: Proposal: Home Depot Cost: $2,247.69 Product: Toilets, sinks, lighting, etc. Proposal: Culinary Depot Cost: $2,153.64 Product: Sanitary dispenser, toilet paper holder, baby changing station, hand dryer, soap dispenser, etc. Privacy Curtain: Proposal 1: Akon Cost: $11,472.75 Product: Three panels to divide rooms to make an event space available. Proposal 2: Gotcha Covered Cost: Pending Product: Three panels to divide rooms to make an event space available. Window Treatments: Proposal: Gotcha Covered Cost: $3,497.02 Product: Window treatments. Exterior: Proposal 1: Regal Seating Cost: $9,083.00 Product: Tables and chairs for exterior seating. Proposal 2: Regal Seating Cost: $8,317.00 Product: Tables for exterior seating; different material than proposal 1. SECTION 4: SECURITY, FIRE, AND AUDIO Security System: Proposal 1: Triangle Systems Cost: $6,829.81 Product: Cameras interior and exterior, glass shatter alarms, etc. Proposal 2: Umbrella Technologies Cost: $18,855.93 Product: Cameras interior and exterior, glass shatter alarms, etc. Proposal 3: Security Doctors Cost: $7,556.60 Product: Cameras interior and exterior, glass shatter alarms, etc. Fire Systems• Audio• Proposal: Alliance Systems, Inc. Cost: $7,430.00 Product: Fire alarm equipment and installation. Proposal: American Backflow Cost: $9,480.00 Product: Fire sprinkler equipment and installation. Proposal 1: Davis Audio Cost: $8,851.17 Description of proposal: Audio and sound equipment, installation. Proposal 2: Davis Audio Cost: $11,986.32 Description of proposal: Audio and sound equipment, installation. SECTION 5: RETAIL BUILDOUT Proposal: Faire Cost: Estimated $28,000.00 Product: Merchandise, local makers goods, displays, etc. Proposal: Uline Cost: $2,934.35 Product: Shipping supplies, retail printers, scanners, merchandising guns, etc. Proposal: eBay Cost: $978.87 Product: Jewelry case. SECTION 6: BRANDING, SIGNAGE AND MISCELLANEOUS Facade: Proposal: Roundabout Design f/k/a Andi Mints Design Inc Cost: $3,016.10 Product: Decal design and signage design. Outdoor signage and decal printing: Proposal: Pending Cost: Estimated $6,000.00 Description: Customize awnings, decals, outdoor signage. 3. Proposal Summary: PROPOSAL GOALS: All of the costs and anticipated purchases were made after careful and thorough consideration of the needs and what is required to bring Khepri in Mount Prospect to life. We believe all of the costs are necessary to achieve the following goals: Atmosphere and Brand Identity: Our anticipated costs cover crucial elements such as interior design, seating arrangements, lighting, and decor that collectively create an inviting and welcoming environment for customers. In addition, our investment in a thoughtful and cohesive design that remains true to the overall concept of our Albany Park location will help to maintain a strong brand presence and foster additional brand loyalty. Customer experience is of vital importance to Khepri, and our proposal will enhance the customer experience, encourage repeat visits, and continue to build our loyal customer base. Safety and Compliance: Safety is of the utmost importance. Our proposal includes costs that ensure compliance with health, safety, and building codes. Our security and fire systems are essential for ensuring the well-being of both customers and staff along with the surrounding businesses and downtown Mount Prospect, in general. Functionality: We have carefully considered all aspects of the space to ensure it supports functionality for customers and staff beyond the aesthetics of the space. In order to achieve the most efficient functionality, we have enlisted the help of our competent and experienced architects and thoroughly considered our experiences in our Albany Park location. We believe that the functionality of the kitchen and bar area will make for an efficient and practical workspace for employees. The overall functionality of the space will enhance the customer experience, which will ultimately contribute to Khepri's profitability. Competitive Edge: Investing in a well -executed buildout will differentiate Khepri from other establishments. Ultimately, we envision that Khepri will be a destination spot driving customers not just to Khepri, but to the other businesses in Mount Prospect. Sustainability: We believe that by committing the proposed funds upfront, we will lengthen the useful life of the construction and equipment. From our experience in Albany Park, the purchase of less expensive equipment usually winds up costing more in the long run due to repair and replacement costs. Overall, we believe that our well-planned proposal sets the foundation for growth, adaptability, and continued relevance. PROPOSAL SUMMARY: Below is a summary of the majority of the costs associated with the buildout costs, including costs associated with construction, equipment purchases, furniture, d6cor and retail: Description Cost Architect $17,600.00 Construction $298,741.78 Buildout By Owner $21,500.00 Kitchen Equipment $128,114.67 Service ware $10,014.80 Dishwasher $1,100.00 Coffee Equipment $27,943.03 Interior Furniture $23,516.12 Bar and Foyer $16,165.46 Office and Locker Room $1,045.44 Bathroom Fixtures $4,401.33 Privacy Curtain $11,472.75 Window Treatments $3,497.02 Exterior Seating $9,083.00 Seating $8,229.00 Security $6,829.81 Fire Systems $16,910.00 Audio $8,851.17 Retail $31,913.22 Facade $3,016.10 Outdoor Signage $6,000.00 TOTAL $655,944.70 CURRENT EXPENDITURES: We have already made significant payments to move the project forward, including those outlined below. Receipts and proof of payment can be provided upon request. Payee Description Payment Berman Architect Architect $17,600.00 Finnegan Design Construction(partial) $87,000.00 Alliance Systems Fire Alarm (deposit) $3,715.00 American Backflow Fire Sprinkle (deposit) $4,740.00 Village of Mount Prospect Permit Plans $470.00 Village of Mount Prospect Permit Plans $1,500.00 Carlos Morales BASSET $100.00 Village of Mount Prospect Liquor License Application $300.00 4U Designs Millwork (deposit) $10,750.00 Roundabout Designs f/k/a Andi Mints Decal and Sign Design $3,016.10 Shops at Emerson Security Deposit for Lease $7,333.37 Liza Cohen Menu consulting $1,229.44 TOTAL $137,753.91 4. Community Impact: We envision that Khepri will need to hire 12 to 15 full-time and part-time employees to ensure a successful opening. This number will likely increase in the coming years as we will participate more in events outside our space, such as farmer's markets and festivals. These employees will come from the northwest suburbs with an emphasis on Mount Prospect residents. Our retail space focuses on small businesses. We actively seek out local businesses within the immediate community. We believe this approach allows local businesses to reach a larger audience and increase profitability. We showcase our retail offerings through our ecommerce site, which will launch late May 2024, along with social media and local bloggers, which helps local businesses grow their customer base. Our event space will allow our impact on the community to be significant. We are fully committed to donating the Khepri space for use by the Village. We envision the space being used for a variety of purposes, including use by non-profit and other community-based groups. We have already booked several events and have had a significant number of inquiries about the event space. To name a few, local mom's groups, mini musician classes, local girl scout troops, engagement parties, and open discussion session groups. We believe our proposal will make Khepri a unique and destination -type business in downtown Mount Prospect. Tatum and Isaac are residents of Prospect Heights with two daughters that will be entering the public school system in fall of 2025. As such, we have a vested interest in a vital and growing community. Mount Prospect is certainly that and we would love to positively contribute to the continued growth of the Village. We believe that Khepri will draw customers from Mount Prospect and beyond. Our impact will not only contribute to the tax base and employment numbers of Mount Prospect, but we believe that we will ultimately be one of Mount Prospect's crown jewels. 5. Conclusion: Thank you for considering our proposal. We are confident that our comprehensive plan will contribute significantly to the enrichment and vitality of the city's culinary and social landscape. We stand ready to meet with you to answer any questions you may have or discuss this proposal and request in further detail. Sincerely, Tatum Drewes L' 2 Isaac Melton Sample Seasonal Menu Smoothies: $9.45-9.95 • Horus o Iced coffee, banana, peanut butter, chocolate protein powder, nondairy milk • Agele o Spinach, banana, mint, avocado, vanilla protein powder, non dairy milk • Hapi o Spinach, mango, banana, ginger, cayenne, coconut water • Hathor o Banana, blueberry, strawberry, celery, lemon, vanilla protein powder, nondairy milk • Heka o Banana, golden milk blend (ginger, black pepper, turmeric, cinnamon), coconut milk • Thoth o Banana, blueberry, vanilla protein powder, cashews, salt, lemon, non dairy milk Toasts: $12.95 • Shakshuka toast (V) o Sourdough, tomato + pepper compote, feta, torn mint, egg • Avocado toast (V, GF) o Sourdough, smashed avocado, roasted tomato, egg • Nut butter (V, DF) o Sourdough, almond butter, seasonal berries, banana, preserves, granola • Blueberry Whipped Feta (V) o Sourdough, whipped feta, house -made blueberry compote, pistachio, fresh mint • Mexican Street Corn Avocado Toast (V) o Smashed avocado, Mexican street corn, feta, cilantro, pickled onions Sandwiches: $6.95-12.95 + add chicken, tofu, mushroom, egg, prosciutto, avocado *all sandwiches served with side salad or chips • Breakfast Sandwich (V) o Potato roll, baked egg, herbed mayo, roasted tomato, melted cheddar (+add avocado) • AP Breakfast Sandwich o 2 eggs, havarti, tomato onion chutney, prosciutto, arugula served on a croissant • *Chicken Avocado • *Smashed Chickpea (V, Vegan, DF) o Smashed chickpea (chickpea, red onion, celery, red pepper, dill, tahini) avocado, pickled red onion, spinach served on seeded rye • *Broccoli melt (V) o Roasted broccoli on thick -cut sourdough with caramelized onions, parmesan, havarti and green goddess • *Tofu Banh Mi (V, Vegan) o Roasted tofu, Vegan Sriracha mayo, cucumber, pickled carrot and red onion, fresh cilantro, sourdough baguette • *Prosciutto pesto sandwich o Prosciutto, fresh mozzarella, kale pesto, arugula, green apple, on sourdough baguette (house made focaccia). • *Waldorf chicken salad sandwich o Waldorf pulled chicken salad with green apple, red onion, celery, walnuts, and parsley. Served on toasted whole grain with crisp romaine. (optional: add avocado spread) • *Veggie Club (V, Vegan) o Roasted portobello (or beets), pickled red onion, mixed greens, cucumber, fresh dill, green goddess, hummus, toasted whole grain (optional add on: avocado) Salads / Bowls: $12.95-13.95 + add chicken, tofu, mushroom, egg, prosciutto, avocado • Powerbowl (V, GF) o Sauteed spinach and kale, auinoa, chickpeas, tomato, fried egg, feta, sourdough toast points, tahini dressing • Summer Stone Fruit Panzanella (V) o Sourdough croutons, arugula, cherry tomato, summer stone fruit, corn, feta, fresh herbs, balsamic reduction, lemon vinaigrette • Roasted Brussels Sprouts Kale Salad (V, GF) o Roasted shaved brussels sprouts, chopped kale, green apple, pomegranate seeds, pistachios, parmesan, lemon vinaigrette • Beets & Bleu Salad (V, GF) o Arugula, auinoa, roasted beets, bleu cheese, walnuts, honey balsamic vinaigrette • Classic Cobb (GF) o Romaine or Bibb Lettuce, pulled chicken, chickpeas, cherry tomato, blue cheese, avocado, hard boiled egg, honey balsamic vinaigrette • Cauliflower Green Goddess Grain Bowl (V, Vegan, GF) o Quinoa, arugula, roasted cauliflower, fresh corn, edamame, pickled red onion, pistachios, golden raisins, green goddess Mac + Cheese: $7.95-9.95 • Creamy broccoli cheddar mac & cheese • Crispy white cheddar mac & cheese • Noodles + butter (+parmesan) Kids: $6.45-7.95 • Breakfast sammy : cheddar + egg • Chicken+ cheddar sandwich • PB+J • PB + banana sandwich • Khonsu : strawberry, banana, blueberry smoothie • Grilled cheese Dips, Breads and Spreads: $9.00 • Warm sourdough with hot honey butter and flakey sea salt • Sourdough crostini with fig jam, caramelized onion, blue cheese with rosemary • Bright beet hummus with pistachio lemon gremolata, seasonal crudite and grilled pita • Rosemary white bean dip with wood fired focaccia • Caramelized onion dip with crostini Veggies - Small Bites: $9.95 • Crispy panko parmesan acorn squash with garlic aioli • Sticky kung pao cauliflower with peanuts, sesame seeds, scallions and pickled peppers • Miso sweet potato wedges with sesame spiced tahini yogurt • Wood fired carrots over whipped feta with kale pesto, pistachios, and fresh herbs • Blistered shishito peppers with spiced peanuts & sesame, and chili lime aioli Meat - Small Bites: $9.95-12.95 • Wood fired tandoori chicken bites with spiced yogurt and fresh cilantro • Crispy gochujang chicken bites with scallions and sesame seeds • Smoky sausage bites with hot honey mustard bites • Baked brie bites with caramelized onions, prosciutto, seasonal and rosemary From the Pizza Oven: $12.95 • Wood fired focaccia flatbreads • Tomato sauce, fresh mozzarella, fresh basil • Caramelized leek, spinach, gruyere • Mushrooms, goat cheese, caramelized onions, kale pesto • Kids cheese pizza $7.95 Grab and Go: $5.95-$8.95 • Smashed chickpea salad • Seasonal chicken salad • Creamy vegan broccoli slaw • Summer quinoa corn salad • Quinoa chickpea herb salad • Power balls + Samoa balls • Fruit cup • Ham Sliders • Soups • Vegetarian salads • Yogurt parfait • Overnight oats • Picnic packs Khepri will serve a full coffee + tea menu: • various sizes, add ons + non-dairy milk substitutions Craft Beer: $6.00-$9.00 Select Wine: $8.00-$13.00/glass Cocktails: $9.00-$13.00/drink N/A + Mocktails: $6.00-$9.00 100 �m� « "fir ` � IUVf ➢� "M � �� 100 q Ww E P, RI 1 Business Plan Name: Tatum Drewes Email: tatum@khepricafe.com Phone: (847) 721-1390 Name: Isaac Melton Email: isaac@khepricafe.com Phone: (312) 388-0190 Table of Contents I. 1.0 Executive Summary 1.1 Mission Statement 1.2 Objectives II. 2.0 Company Description 2.1 Operations III. 3.0 Management & Organizations 3.1 Management Team Bios IV. 4.0 Market 4.1 Target Market 4.2 Competitive Analysis 4.3 S.W.O.T. Analysis V. 5.0 Products & Services VI. 6.0 Marketing & Sales Strategy VII. 7.0 Financials 21ua 1.0 Executive Summary Khepri will be a Scratch -Kitchen, Coffee Shop, Retail Store, and Community Center at 106 South Emerson Street in Mount Prospect, Illinois. We have an anticipated opening date of August 1, 2024. We currently have a location open in the Albany Park area of Chicago, Khepri Cafe, which opened its doors five weeks before the COVID shut down. Despite this, our Albany Park location has grown every year with sales of nearly one half a million dollars for 2023. The Albany Park location is similar to what we propose to do in Mount Prospect; however, the Mount Prospect location will be larger with more room for retail and event spaces. We will also serve a choice selection of alcohol and cocktails at the Mount Prospect location, which is something that is not offered at our Albany Park location. Khepri is a forward -thinking establishment and scratch kitchen that seeks to offer high quality food options such as salad, smoothies, bowls, sandwiches, and a full coffee and tea bar along with a boutique retail selection showcasing local makers and unique finds. We are focused on supporting like-minded entrepreneurs and offering products from other small businesses. A major theme of Khepri is that community should be a focal part of life that can be enjoyed by sharing great food with friends and neighbors, sampling the infinite offerings of a diverse small business community, and taking advantage of a space focused on local events, educational series, and artists in an amazing downtown Mount Prospect space. We invite you to stop by our store not only for our wide selection of great healthy food options that change seasonally, but to see our ever-changing retail selection and the events we host for education, enjoyment, relaxation, and so much more. Our focus, as it is in Albany Park and as it will be in Mount Prospect, is offering a seasonal menu of scratch -made food and made to order drinks and food. Approximately 25% of the space will also house a retail space out of which we will sell a curated selection of products from other small businesses. The products range from kitchenware to books to jewelry to kids' games and puzzles to self-help items to really anything that we believe would be desirable for our neighbors in Mount Prospect and beyond. At times, Khepri will be closed, and the space will be used as a community center, open to various individuals and groups for health, education, and other worthwhile purposes. We will also have a space within Khepri that can be closed off during normal business hours for use to host private events. In our Albany Park location, we have hosted events such as music events, mental health series, local food guided walks, and so much more. We will certainly use our already large and enthusiastic Albany Park following to help continue our success in Mount Prospect. We plan on hiring from the local community as we have in our Albany Park location to bolster our commitment to Mount Prospect. Overall, we will recruit friendly customer service-oriented people to ensure that patrons receive a wonderful experience and build an environment that is warm, welcoming, operationally efficient, and demographically targeted for our market. Our establishment will provide a great experience for customers who wish to grab high quality food and coffee in a friendly, inviting atmosphere. Khepri will also be a place for 31 Pagle local artists to share their wares with an audience they might not otherwise be able to meet. Creating a neighborhood -focused, welcoming space, delicious menu, and unparalleled customer service experience, we will thrive in Mount Prospect where we do not believe there is anything remotely close to what we will be offering. We will create an environment within our establishment where people feel comfortable to work -from -home, study, or meet -up; a true neighborhood gathering spot is the aspiration; while always promoting the original high-quality drink, food, and small-business products sold within our walls. Khepri will pair with local products and artists as part of our efforts to highlight all the great things Mount Prospect, and the surrounding communities, have to offer. Although we do not consider ourselves to be a simple coffee shop, coffee shop businesses have continued to grow over the past several years. Given the work -from -home environment many people find themselves in, it is important to have a space that allows us to get our work done efficiently and in a comfortable setting. We believe our space offers that option along with the seating capabilities and areas where distractions are limited that might not be available elsewhere in Mount Prospect. We also will have a dedicated space for children to interact and play, or engage in coloring activities, board gages, etc. In addition, the demographics of younger people enjoying coffee and choosing to spend time in coffee shops has driven demand. Specialty coffees, such as espresso, latte, flavored coffee, and other options have led to the business obtaining a broader customer base. The demographics in the chosen location show that there is enough traffic, whether by car, foot, or commuter traffic, to make it possible for the coffee shop to flourish. We only need a small carve into the market to yield the revenue and profits to make Khepri a long-term and integral part of downtown Mount Prospect. Our marketing strategy is to draw in new customers and existing customers of Khepri Cafe, impress them, and then have them tell their family and friends about the Cafe. We will attract patrons through visible signage, print media advertising, flyers, online/social media marketing, marketing to commuters, and the use of the space as a community center. There are so many possibilities within Mount Prospect to grow our business, whether it be with farmer's markets, movies in the park, or the many other magnificent events Mount Prospect puts on that this location was an easy decision. Our sales strategy will revolve around sharing the enthusiasm our management team has for the products and atmosphere being sold. Being a part of the community will allow the Cafe to reach more potential customers with more visibility than the Cafe would have otherwise. At the core of our operations lie the following: ➢ Sell food, coffee, tea, and other beverages (alcoholic and non-alcoholic) that are of the highest quality and great tasting. Provide a retail store for the sale of other small businesses' fares. Make available a space for the community to gather, connect, and learn. ➢ Continue to build a brand and image that becomes well known and respected. Always keep close control of costs. 41 P This business plan details the operations of the company and provides a road map for successful execution of such operations. The company is projecting to reach breakeven within the first year and remain profitable thereafter. Investors and lenders may look to this business plan as a due diligence document. 1.1 Mission Statement Our mission finds its inspiration from our namesake, Khepri. Khepri is a god of creation, the movement of the sun and, importantly, the god of rebirth. We believe that through natural and healthy foods and support from your community, and neighbors, one can experience a rebirth of the mind, body, and soul. Our mission is to build and strengthen community ties and make tasty food for our neighbors and highlight all the great things that are being done in Mount Prospect and its neighboring communities. Whether it is pairing with a great local coffee company or brewery, or selling local bakery items, we believe our people and products are better than anything else on the market. Because of this, all our products will be made in-house or sourced locally from a Chicago -based company when possible. We are against the processed food and otherwise unhealthy choices pushed by large fast food and other chain restaurants that have been feeding our neighbors with products detrimental to the lives and health of Americans; all in the name of profits. We want to change habits and break the unhealthy cycles that have entrapped our communities, through education, engagement, and offering positive alternatives. We will endeavor to provide an exceptional coffeehouse and retail experience along with delicious food and drink options to customers, while building a profitable and rewarding company for employees, owners, and investors. We will accomplish this mission by offering great beverages, food, and local -retail products in a pleasant environment with first rate customer service. 1.2 Objectives • Short Term (immediate — 3 months) o Successfully open our Mount Prospect location. o Pair with community leaders and other local businesses. • Medium Term (3 months — 2 years) o Continue to develop our brand. o Maintain healthy gross margins and net profits. o Build an infrastructure that is conducive to expansion. • Long Term (2 years and on) o Become a well-known kitchen, coffee, and retail shop establishment within our markets. o Contribute to the communities in which we serve by providing a gathering place, employment opportunities, and economic growth. 51 PAgli„ 2.0 Company Description Khepri will be scratch -kitchen, coffee shop, boutique retail store, and community center business concept. There is high demand in the marketplace for such a business. Our goal is to create an establishment that provides quality food, coffee, tea, and beverages along with other small business offerings and an education/event space. Our anticipated hours of operation are currently 7:00 a.m. to 5:00 p.m., Monday through Thursday, with later closing times on Friday and Saturday at 9:00 p.m. and a closing time of early afternoon on Sundays. We intend on offering the space, whether it is in the full space or private -accessible space, to host all sorts of community and non -for-profit events. We have a lease in place with the building owner that allows for the possibility of 20 years of use and have already started our build -out. We are a Woman -Owned business with Tatum Drewes as the majority owner and Isaac Melton with a minority interest in the company. We have a strong management team in place and will employ the necessary personnel to run the establishment. We have cultivated a talented team at our Albany Park location and anticipate the same in Mount Prospect. Tatum Drewes is the sole owner of two successful businesses and will use her knowledge and expertise to ensure Khepri thrives. We will operate under a belief that great customer service along with quality and health -focused products will lead to success. A focus on community will be part of the bigger picture in building a profitable and positive local business. With these objectives in place and continuous monitoring of the company operations will lead us to sustained growth and profits. Providing the right food, drink, products, and service in a great environment with knowledgeable and professional personnel will guide a positive customer experience. The coffee and food products offered will meet the needs of individuals within Mount Prospect Park as well as the surrounding areas. We anticipate that Khepri will be a draw to other potential residents and businesses to Mount Prospect. Overall, our focus is on the well-being of the community. Our vision is that community outreach and focus paired with health -conscience options are important as is a locally owned business that breaks away from the typical large corporate owned and franchised system. Realizing that there is a market for a locally owned kitchen and cafe, community space, and a retail environment for the sale of other small business wares is the impetus for our second location coming to Mount Prospect. The company expects to have a potential client base consisting of all adult males and females within a short radius of the location, including commuters coming and going on the Metra. We expect to stand out from other establishments by providing a more personalized experience, better quality food items, specialty coffee drinks, and a community space with operating hours not necessarily offered by other local businesses. Reliable and superb service will result in patrons coming to view the business as a premier kitchen, coffee shop, and retail store in the neighborhood. At this point, we acknowledge the necessity to discuss "competitors" in a business plan. However, we do not believe in any businesses being our "competitors" in the area, just as we do not believe that to be the case at our Albany Park location. We have always seen our neighboring businesses as partners and colleagues in our success and vice versa. We have found inspiration from those around us, paired with other businesses, and tried to help each other whenever we can. We intend to bring that same spirit to Mount Prospect and have already begun to reach out to other local businesses to discuss potential joint ventures. We honestly believe that the more people that are invested in Mount Prospect, the better it is for all of us, people, and businesses, alike. 2.1 Operations The business will have several operational areas targeted towards rapid cash now and ensuring a quality product while running efficiently. ;i- Production Our company will use only high-quality coffee, teas, beverages, and food. We will prepare coffee on hand in the establishment. Most, if not all, cooking will take place on the premises and production of food will entail preparing and serving sandwiches, salads, bowls, smoothies, and other offerings. We believe we have a gourmet feel to the menu items with a focus on healthy options. Our company will sell high quality retail products from the boutique selection we keep. ➢ Packaging We will package our products, especially coffee drinks, in easy to carry cups which will display our logo and company theme. This will cost slightly more but lead to a stronger branding of our business. Food bags and other collateral materials necessary for the consumption of our products will follow the company branding as well. As with all things we do, we will be mindful of the impact our packaging and overall business activities have on the environment. As with our Albany Park location, we fully intend to maintain a mindfulness towards composting and recycling our waste to cut down on our impact on the environment. )F- Ingredients and Raw Materials We will use only the highest quality coffee and products. We will also use local products, when possible. Understanding that no matter how well you prepare beverages and food, if you are not using high quality ingredients the resulting product will be flawed; our team has vowed to only use the best ingredients available. We will be speaking to several suppliers of coffee, as well as other beverage and food suppliers that can cater to our demanding quality and taste standards. When pairing with other local artisans and businesses, we will make certain all products sold at Khepri meet our exigent standards. ➢ Purchasing Purchasing will be based on a strategic plan to ensure the acquisition of fresh products as well as limiting the storage of food for prolonged periods. We will perform a purchasing assessment after 60 days of opening. At that time, we will decide as to the volume and cost of each item. Vendor relationships will be pivotal to the inventory purchase process as an additional assessment will be done weekly to determine the best cost pricing. Cost savings will be a major factor in the business. The entire team will be educated on cost-saving measures and activities. �- Maintenance Cleanliness and maintenance of the establishment will be a top priority as it is with our Albany Park location. We invite you to visit Khepri Cafe to see for yourself our exacting standards of cleanliness and maintenance. As is the case with Albany Park, Khepri will be washed and cleaned every night, this includes washing of all utensils, cleaning of counter tops and all tables. We will only use green janitorial and sanitation products. The products will be natural and chemical free, when possible. Counters will be cleaned throughout the day when needed, but no less than four times a day. Garbage containers cleaned as needed, but no less than two times a day, washrooms will be cleaned with detergent as needed but no less twice a day. )�- Policies We will accept cash, credit cards, Apple and Android Pay, and other forms of payment. Our return policy is: if the food and drink is not to their taste then we will redo the order. If the customer insists on their money back, we will return the funds. As for retail products, we will accept returns or replacements under certain outlined and posted situations. The customer is our number one priority. Other current and future policies will revolve around customer and employee satisfaction. Working with and patronizing Khepri are intended to be positive experiences. ;i- Customer Service We will always strive to provide first-rate customer service. A sharp focus on customer desires and impeccable attention to details will allow us to achieve steady growth by building new customer relationships and retaining old. We have done this from day one at our Albany Park location and the returns bear out our commitment to our customers. The first priority of our business remains to provide a service that makes customers want to come back and refer us to others. Part of accomplishing this will be to always be polite and courteous to customers. All personnel will greet customers in a warm, sincere, and friendly manner. All personnel and wait staff will be experts on the menu and retail and, as such, a large part of customer service will include our staff functioning as informational resources. Truly one of our greatest assets is intellectual property in the form of management and personnel. A love for the coffee, food, and retail products being sold and the patience to explain them are important aspects of our customer service. Customer service will differentiate our establishment from others, cementing a positive experience for customers who we expect to have for repeat business. 3.0 Management & Organization We are assembling a management team that will have the necessary skill set to operate a cafe effectively and efficiently. The company will need sufficient staff to provide the quality of service that will represent the proficiency it needs to satisfy customers. 3.1 Management Team Bios Tatum Drewes, Majority Owner — Tatum Drewes grew up in Palatine and is the owner and face of our Albany Park location. She lives in Prospect Heights with her two young daughters and partner, Isaac Melton. Tatum is also the owner and founder of Higher in Healing, LLC. Tatum is enthusiastic about healing the body in the most natural way possible. Moreover, Tatum is well educated in diet, natural herbs, and active living. She herself is an active athlete and food connoisseur. Isaac Melton, Minority Owner - Isaac has lived in the Chicago area for over twenty years. As mentioned above, he lives in Prospect Heights with his two daughters and his wife and business partner, Tatum Drewes. He is a partner at a law firm which has offices located throughout the Midwest. Mr. Melton was previously a tutor with Chicago Tutoring Connections and Executive Direct of the program. In his free time, he enjoys cooling and exploring the outdoors. 4.0 Market Khepri is in the heart of the downtown area of Mount Prospect, which is clearly an up-and- coming spot for restaurants and new residential offerings. We believe that what is missing is a restaurant that can provide relatively quick, but healthy and delicious options for people of all ages. We also believe our hours are unlike most other restaurants in the area. We are located two blocks from the Metra station so whether you want to work -from -home, grab a bite for the train on your way to work or a cup of coffee and socialize with your neighbors, we have what you need. The coffee shop industry provides coffee, along with other beverages, and often times light snacks, such as baked goods, sandwiches, salads, or bowls. Customers may choose to either consume purchases on-site, or order to go. Starbucks is probably the main player in the area, but it does not have the food options we do, nor does it offer the retail selections we have or seating availability, not to mention the events we plan on showcasing. To put it bluntly, Starbucks is not our competitor. In terms of the other "similar" or "comparable" businesses in the area, again, we do not see those businesses as competition. We fully intend on meeting with all the businesses (that A we have not already met with) to discuss ways we can help each other grow from day -one and beyond. Given the huge growth Mount Prospect is seeing and will continue to see, there is a consumer base that the local businesses will enjoy without having to worry about monopolization. 4.1 Target Market We will be operating at 106 South Emerson Street in Mount Prospect, Illinois. In this market, there are an abundant number of potential customers for the Kitchen, Coffee Shop and Retail Space. Our product offerings are expected to appeal to a large demographic sector of the market. We have a huge loyal following and terrific reviews for our food and coffee offerings, and we expect Baby boomers, Generation Xer's, Millennials, and some in the Generation Z demographic to be part of our target market. The price point of our products will make them affordable to individuals in the upper, lower, and middle-income classes. As seen in our Albany Park location, potential customers in these at these income levels have shown a propensity to spend a portion of their disposable income on high quality food and coffee shop products such as the ones we will be selling. 4.2 Competitive Analysis As noted above, we do not consider other businesses in the area our competition. However, we expect there to be some competition from other coffee shops and restaurants in the area that offer the same product as us, or a similar alternative. That said, we expect to utilize several competitive advantages to gain market share, including, a seasonal menu of scratch - made items; using of the space as a community center, offering educational and social events; pairing with local businesses and artists to garner a larger market base; selling an unparalleled offering of retail products; providing superb customer service; offering superior products; and having a streamlined management system. 10 1u'r„ 4.3 S.W.O.T. Analysis Backing o community outreach of Locally oN operated; Great cust service; Great fooc beverage, a products; Heavy foo due to local issues given location in ( Neaknes, Reliance of key individt Lack of ini flow from b Large buil( upfront cost 5.0 Products & Services Expanding sector, with future oppoi for success; Room to g private roor rental offeri Pairing wil businesses services to i larger marks Use of the downtown T Prospect ev growth of c base. Our business is a Scratch -Kitchen and Coffee bar that will sell an extensive line of food, coffee drinks, other beverages, and retail items. We have attached our menu that we currently offer at our Albany Park location along with our proposed additional menu for our later offerings at our Mount Prospect location. Please note, our menu, including drinks and food, changes seasonally. In addition, our retail selection changes throughout the year that conforms to the season and Holidays. 6.0 Marketing & Sales Strategy The company will penetrate the market by competitively pricing and promoting its offerings. By executing on the marketing and sales strategy the business is expected to show steady growth over the next several years. 11 I Pag"10 The strategy for success is uncomplicated: the best advertising is by word of mouth from delighted customers and active participation in the community. This is exactly how we have achieved success at our Albany Park location, even through the dark days of COVID. When a customer departs after a great meal and/or coffee they tend to tell their friends or use social media to take pictures and post yelp reviews. We are expecting that many customers will be referrals from present customers and ones we acquire through our marketing campaigns. Pricing of services and products will consider the competitive environment. Another source of marketing will be through existing customers. As can be seen through our current online reviews, we maintain strong customer satisfaction ratings. The creative and innovative organization of Khepri will lead to top-notch customer satisfaction and a working climate which lends itself to a great deal of personal improvement and financial rewards for both employees and shareholders. Through regularly scheduled training classes, the team members will be able to continually upgrade their skills and knowledge of the products. The Owners will remain a strong presence is open to ensure we are delivering the highest quality service to our customers. Khepri will use offline traditional and online marketing strategies that include: • Advertising — Using newspapers, magazines, and other forms of media within the budget. • Using SMM (social media marketing): Facebook, Instagram, Pinterest, Twitter, and others to get the word out about specials being offered. • Visible signage — Building signs and exterior displays will play a key role in the marketing. • Existing client referrals — Once the coffee shop has built a customer base it intends to utilize them for referrals. • Yelp — Have a computer set up in the coffee shop so that people can leave a Yelp review before they leave. • Location — We expect to attract customers that drive and walk by the location, including Metra commuters. • Public Relations — We will use PR heavily as it is one of the most cost- effective methods of marketing. • Groupon — Advertise special promotions and build customer awareness and traffic. • Word of mouth — All team members of the company will be utilizing their relationships with friends, family, and associates to drive customers to the business. • Local Networking - Charities, groups, country clubs, and membership with the Chamber of Commerce. • Pairing with other local companies and artisans for dual and cross marketing purposes. • Marketing to the residential space located within the building housing Khepri. 12 1 P Management will ensure that the business is registered with major search engines and online portals so that potential clients can easily find it. To this end, the company will maintain its own comprehensive website, which will be linked to our sister companies ' websites. We expect to develop the website over time and some of the features to be implemented are: • Photos and content on our website will enable customers to make informed decisions about which food, coffee, or other product offerings they want. • Photos and videos from the inside of the coffee shop will be posted to give a feel for the overall vibe of the space. • Full functionality of the site from desk top computer to smart phone, to tablet will be available. • Information about use of the space for individuals or organizations interested. The company will provide a unique atmosphere for customers. From the name, to the ambience of the space, Khepri will be distinguished as a completely comfortable setting where customers can know they will feel welcome. This will be a place to work, study, read, or otherwise pass the time. Making customers feel welcome that they have visited Khepri is important. Overall, we feel that providing customers with great service and product, done quickly, conveniently, and affordably, will lead to them returning and telling others. This in turn will be the best marketing strategy. 7.0 Financials The following pages detail the projected financials for the next two years of operations. As noted, we currently operate Khepri Cafe, located at 4650 North Kedzie Avenue in Chicago. We opened Khepri Cafe in February of 2020. The Mount Prospect location will be a little less than two and a half times the size of the current location. In Mount Prospect, we will have a similar concept to Khepri Cafe, but because of its size, we will be able to have additional/increased revenue streams from: 1) more retail; 2) more events; 3) private event offerings; 4) catering potentials; and 5) outdoor seating. The new location will be open longer hours and serve alcohol (which we do not do in our current location). We based our figures off of our 2023 numbers at the current location because 2020 and 2021 were COVID years, they do not adequately represent our revenue or expenses. Using our 2023 figures, we added in an increase in our expenses due to the increase in size. In terms of revenue, we will be able to generate more revenue given the increase in size, ability to host events/rent out the space, extended hours, and alcohol services. We currently run around 30-35% in COGS, but with the increase of retail and alcohol sales, we are confident that we could bring this percentage down to 25%. Overall, we believe the above are conservative figures given that the area and surrounding suburbs have nothing similar in terms of menu and/or retail offerings. We are confident that our current location and 13 1u'r, customer base will allow us to ramp up much quicker than if this was a first location/concept. Thank you for your consideration in this matter. Should you have any questions, please do not hesitate to reach out. 141 Ptg ;