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07/05/2016 AMENDED, WITH ATTACHMENTS Tuesday, July 5, 2016 Regular Session – 7:00 p.m. Room 102 CALL TO ORDER REGULAR SESSION ROLL CALL PRAYER PLEDGE OF ALLEGIANCE SWEARING-IN CEREMONY – NEW FIREFIGHTERS SCOTT HUMPRHIES ROBERT CHAPMAN JAMES BROOKS PROCLAMATION  EVANS SCHOLARS DAY PRESENTATION  AD HOC COMMITTEE ON BRANDING AND MARKETING CITIZEN PARTICIPATION (matters not on the Agenda) CITY CLERK ANNOUNCEMENTS ALDERMEN ANNOUNCEMENTS AS AMENDED 7/1/2016 ITEMS AFFECTED: COMMITTEE OF THE WHOLE #2 REORDERED (WITH UPDATED ITEM #2C. AND ITEM #2D. ADDED), COMMITTEE OF THE WHOLE #4 ADDED, & NEW BUSINESS ITEM #3A. ADDED | CONSENT AGENDA 1. Approve New Class E Liquor License for Primos Restaurant I, Inc., d/b/a El Fast Burrito, 1165 Lee Street 1a. ORDINANCE M-19-16/An Ordinance Amending the City Code to Add One Class E Liquor License 2. Approve New Class M Liquor License for R&T Mobile, Inc., 2380 S. River Road 2a. ORDINANCE M-20-16/An Ordinance Amending the City Code to Add One Class M Liquor License 3. Approve Second Renewal of 10-Year Agreement with the Illinois Convenience & Safety Corporation (IC&SC) for the Continued Service of Installing and Main taining Advertising Bus Shelters within City Limits with City Compensation Increasing to 20% of Annual Advertising Revenues 3a. RESOLUTION R-101-16/A Resolution Approving a Second Renewal Agreement with the Illinois Convenience & Safety Corporation for the Installation and Maintenance of Advertising in Transit Shelters 4. Approve New Master Contract for Professional Engineering Services with MWH Americas, Inc., 350 North Orleans Street, Chicago, IL 4a. RESOLUTION R-102-16/A Resolution Approving a Master Contract with MWH Americas, Inc., for Professional Engineering Services 5. Approve Change Order No. 1 to Task Order No. 8 in the Amount of $52,750.00 from Christopher B. Burke Engineering, Ltd., 9575 West Higgins Road, Suite 600, Rosemont, IL. Budgeted Funds – TIF #1 Funds. 5a. RESOLUTION R-103-16/A Resolution Approving Change Order No. 1 to Task Order No. 8 under a Master Contract with Christopher B. Burke, Ltd., for Engineering Design Services 6. Approve “The City of Destiny” as the Official Motto of the Cit y of Des Plaines 6a. RESOLUTION R-105-16/A Resolution Confirming “The City of Destiny” as the Official Motto of the City of Des Plaines 7. Rescind December 21, 2015 Resolution Related to the Use and Implementation of a Marketing Strategy to Use a City Logo and Tagline 7a. RESOLUTION R-106-16/A Resolution Rescinding Resolution R-206-15 Regarding Expenditures for Use of the City’s Logo and Tagline 8. SECOND READING – ORDINANCE M-18-16/Amendment to 1-8-4 of the Des Plaines City Code 9. Minutes/Regular Meeting – June 20, 2016 10. Minutes/Closed Session – June 20, 2016 END OF CONSENT AGENDA | COMMITTEE OF THE WHOLE 1. FINANCE & ADMINISTRATION – Alderman Don Smith, Chair a. Warrant Register in the Amount of $3,784,773.24 – RESOLUTION R-104-16 2. COMMUNITY DEVELOPMENT – Alderman Mike Charewicz, Chair a. Consideration of Major Variations to Install an Electronic Message Board within 250 feet of a Residential District at 1990 Mannheim Road, Case #16-023-V – ORDINANCE Z-11-16 b. Possible Annexation – 300 North East River Road – Discussion Only c. Preliminary Planned Unit Development (PUD) for The Orchards at O’Hare, a Commercial PUD under Section 12-3-5 of the 1998 City of Des Plaines Zoning Ordinance, as amended, for property located south of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, Addresses Including, but not Limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road, Des Plaines, Illinois, but Specifically Excluding 3067 Mannheim Road, Case #16-027-PUD-SUB (6th Ward) – ORDINANCE Z-12-16 d. An Ordinance Approving the Sale of City Owned Property Located at 2985-3003 Mannheim Road, 3011-3045 Orchard Place and 10194, 10246 and 10256 Higgins Road, Des Plaines, Illinois, an Amended and Restated Redevelopment and Economic Incentive Agreement, as well as First Amendments to Sale, Purchase, and Escrow Agreement and Purchase Option Agreement – ORDINANCE M-21-16 and an Ordinance Approving the Vacation of Orchard Place Right of Way – ORDINANCE Z-10-16 3. LEGAL & LICENSING – Alderman Patricia Haugeberg, Chair a. Update and Discussion on Ethics Violations 4. COMMUNITY SERVICES – Alderman Malcolm Chester, Chair a. Update and Discussion of Community Victory Garden IF NO ACTION IS TAKEN UNDER NEW BUSINESS, THESE ITEMS WILL APPEAR ON THE FOLLOWING CONSENT AGENDA OR UNFINISHED BUSINESS. IF IT IS NECESSARY TO TAKE ACTION ON ANY OF THESE ITEMS THIS EVENING, THEY MUST BE REPORTED OUT BY THE COMMITTEE CHAIRMAN UNDER “NEW BUSINESS” UNFINISHED BUSINESS N/A | NEW BUSINESS: IF REPORTED OUT BY COMMITTEE 1. a. RESOLUTION R-104-16/Warrant Register in the amount of $3,784,773.24 2. a. ORDINANCE Z-11-16/An Ordinance Approving Major Variations from Sections 12-11-6.B and 12- 11-5.A.3 of the City Of Des Plaines Zoning Ordinance at 1990 Mannheim Road, Des Plaines, Illinois. (Case #16-023-V) b. N/A c. ORDINANCE Z-12-16/An Ordinance Approving a Preliminary Planned Unit Development (PUD) for 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road, Des Plaines, Illinois, Case #16-027-PUD-SUB d. ORDINANCE M-21-16/An Ordinance Approving the Sale of City Owned Property Located at 2985- 3003 Mannheim Road, 3011-3045 Orchard Place and 10194, 10246 and 10256 Higgins Road, Des Plaines, Illinois, an Amended and Restated Redevelopment and Economic Incentive Agreement, as well as First Amendments to Sale, Purchase, and Escrow Agreement and Purchase Option Agreement and ORDINANCE Z-10-16/An Ordinance Approving the Vacation of Orchard Place Right of Way 3. a. Consideration of Establishing Process, Procedure and Authorization for the Flying of Flags On/Over City-Owned, Leased, or Otherwise Controlled Buildings and Property MANAGER’S REPORT ALDERMEN COMMENTS MAYORAL COMMENTS ADJOURNMENT City of Des Plaines, in compliance with the Americans With Disabilities Act, requests that persons with disabilities, who req uire certain accommodations to allow them to observe and/or participate in the meeting(s) or have questions about the accessibility of the meeting(s) or facilities, contact the ADA Coordinator at 391 -5486 to allow the City to make reasonable accommodations for these persons. COMMUNITY AND ECONOMIC DEVELOPMENT DEPARTMENT 1420 Miner Street Des Plaines, IL 60016 P: 847.391.5380 desplaines.org Date: July 1, 2016 To: Michael G. Bartholomew, MCP, LEED AP, City Manager From: Lauren Pruss, AICP, Economic Development Coordinator Subject: Preliminary Planned Unit Development and Tentative Subdivision Plat at: Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road, Case #16-027-PUD-SUB, 6th Ward (Updated Package) Issue: Petitioner O’Hare Real Estate, LLC is requesting preliminary approval of a Planned Unit Development (PUD) for The Orchards at O’Hare, a commercial PUD under Section 12-3-5 of the 1998 City of Des Plaines Zoning Ordinance, as amended, and a Tentative Plat of Subdivision, under Section 13-2-2 of Subdivision Regulations of the City of Des Plaines Municipal Code, to allow for the construction of a 128 room hotel with a Class A restaurant; gasoline service station with convenience store, car wash, and Class B restaurant; and one freestanding Class A restaurant on approximately 9.0877 acres and eight lots, with one requested PUD exception from the C-3, General Commercial Zoning District standards for building height over 45 feet in the C-3 Zoning District, Section 12-7-3.L. of the 1998 City of Des Plaines Zoning Ordinance, Case #16- 027-PUD-SUB Analysis: Preliminary Planned Unit Development Report Owners: City of Des Plaines, 1420 Miner Street, Des Plaines, IL 60016 Petitioner: O’Hare Real Estate LLC d/b/a Prominence Hospitality Group, 2480 Bushwood Drive Suite 250, Elgin, IL 60124 Case Number: 16-027-SUB-PUD Real Estate Index #s 09-33-305-002-0000, 09-33-305-005-0000, 09-33-305-006-0000, 09-33-305- 009-0000, 09-33-305-010-0000, 09-33-305-013-0000, 09-33-305-014-0000, 09-33-306-001-0000, 09-33-306-001-0000, 09-33-309-002-0000, 09-33-309- 003-0000, 09-33-309-004-0000, 09-33-309-005-0000, 09-33-309-010-0000, p.t 09-33-500-005-0000 MEMORANDUM Page 1 of 38 Existing Zoning C-3, General Commercial Existing Land Use Vacant land Surrounding Zoning North: C-2, Limited Office Commercial District South: Commercial (Rosemont) East: C-2, Limited Office Commercial District West: Commercial (Rosemont) Surrounding Land Use North: I-90 Right-of-Way South: Fast Food/Office/Hotel East: Office West: Hotel Street Classification West Higgins and Mannheim Roads – Arterial Streets, IDOT I-90 Jane Addams Tollway – Limited Access Arterial Street, IL Toll Authority Comprehensive Plan Restaurant or Entertainment Development Schedule 2016-2018 Construction Project Description In 2015, the City of Des Plaines issued a Request for Proposals and entered into a Redevelopment Agreement with the applicant for the portion of the subject property located at 2985-3003 Mannheim Road, situated south of I-90, west of Orchard Place, north of McDonald’s, and east of Mannheim Road, and consisting of 4.4 acres of land. The City subsequently re-subdivided and rezoned the land to the current C-3 zone to facilitate the redevelopment of the site. In early 2016, the City purchased the area west of Orchard Place, south of I-90, east of the railroad tracks and North of Higgins Road, bringing the total tract area to 9.0877 acres. The City has invested significant time and resources in the redevelopment of this site, and has agreed to rebuild Orchard Place to the north line of the creek as well as remove portions of the site from the floodplain, and construct compensatory storage in order to maximize the buildable area of the property. The applicant proposes to subdivide the site into eight lots and construct the following: 128 Room Hotel with 6,893 square foot Class A Restaurant Gasoline Service Station with 16 Pumps 2,460 square foot Convenience Store/1,890 square foot Class B Restaurant Tunnel Car Wash 6,550 Freestanding Class A Restaurant Page 2 of 38 PUD Findings As required, the proposed development is reviewed below in terms of the findings contained in Section 3.5-5 of the Zoning Ordinance: A. The extent to which the Proposed Plan is or is not consistent with the stated purpose of the PUD regulations in Section 12-3.5-1: Comment: The proposed plan is consistent with the stated purpose of Section 3.5-A of the Zoning Ordinance in so far as the proposed commercial development would allow for a maximum of choice in the types of environment available to the public, and an efficient use of the land resulting in more economic networks of utilities, streets and other facilities that not be possible under the strict application of the Zoning Ordinance based on the proposed density of commercial development proposed for this site. Specifically, the proposed 61.3 foot tall hotel would not be possible given the 45 foot height restriction in the C-3 zone. B. The extent to which the proposed plan meets the prerequisites and standards of the planned unit development regulations: Comment: The proposed Planned Unit Development meets all PUD requirements contained in Section 12- 3.5-B of the Zoning Ordinance as it would be located in a zoning district (C-3) that permits PUDs, it meets the minimum size standard of two acres, as it is 9.0877 acres in size, and the land to be developed is under the control of Prominence Hospitality Group as contract purchaser. C. The extent to which the proposed plan departs from the applicable zoning and subdivision regulations otherwise applicable to the subject property, including, but not limited to the density, dimension, area, bulk, and use and the reasons why such departures are or are not deemed to be in the public interest: Comment: The proposed development meets or exceeds the following applicable zoning regulations as proposed for the C-3, General Commercial District: • Minimum size for PUD; Two acres are required; the total site is 9.0877 acres; • Maximum building coverage (Not applicable in C-3, General Commercial District); • Parking requirements; 316.5 spaces are required; 328 are proposed; • Compatibly with surrounding properties; and • Traffic (Adequate provision for safe ingress and egress and minimal traffic congestion) A proposed Planned Unit Development exception is requested for: • Building Height; A maximum height of 45’ is allowed and a maximum of approximately 61.3’ is proposed; D. The extent to which the physical design of the proposed development does or does not make adequate provision for public services, provide adequate control of vehicular traffic, provide for, protect open space, and further the amenities of light and air, recreation and visual enjoyment: Comment: After reviewing the petitioner’s preliminary building and site improvement plans; it appears that the proposed development is making adequate provision for the necessary infrastructure. Comments and conditions from the Public Works and Engineering Department further address this issue. Page 3 of 38 The control of vehicular traffic is addressed by the petitioner’s professional traffic study, which was performed by KLOA of Rosemont, IL and reviewed by the City’s Engineering Division. The study concludes: • The proposed development is well situated with respect to the area roadway system. • The site will be provided with a flexible access system via a right-in/right-out access drive and one full ingress/egress access drive on Mannheim Road and via a connection with Orchard Place. • With the recommended modifications, southbound left-turns from Mannheim Road into the proposed full ingress/egress access drive will be accommodated without impacting southbound through traffic. • The intersection of Mannheim Road with Higgins Road will experience minimal increases in delay with an overall increase of one second or less under future conditions. • The proposed coffee/donut and car wash drive-through facilities, as designed, will have minimal impact, if any, on the internal site circulation. E. The extent to which the relationship and compatibility of the proposed development is beneficial or adverse to adjacent properties and neighborhood: Comment: The proposed development is consistent with the pattern, form, and land uses within the surrounding area. The areas to the south and west are currently developed with a fast-food restaurant, office, and hotel uses. The area to the east is developed with an office building, and the area to the west is developed with hotels. F. The extent to which the proposed plan is not desirable to physical development, tax base and economic well-being of the entire community: Comment: The site is currently vacant. If the development is built as proposed, the assessed valuation of the property would likely increase, which will result in an increase in property tax revenue for the City of Des Plaines and thus enhance the economic well-being of the City. Additionally, it is anticipated that the proposed hotel, restaurant, and gasoline service station will generate significant amounts of sales and motor fuel tax revenue. G. The extent to which the proposed plan is in conformity with the recommendations of the 2007 Comprehensive Plan: Comment: The proposed development conforms to the land use plan contained in the 2007 City of Des Plaines Comprehensive Plan. The proposed development includes two Class A restaurants, and Class B restaurant within the gas station convenience store. While the hotel use does not strictly conform with an entertainment use, the hotel will include a restaurant, and the hotel supports surrounding entertainment uses such as the Allstate Arena and nearby Rivers Casino. PUD Issues/Considerations: None. Recommendations: • The Planning and Zoning Board, after having fully heard and fully considering the evidence, voted (7- 0) to recommend approval of the Preliminary Planned Unit Development, subject to conditions of approval. • Additionally, the Planning and Zoning Board approved (7-0) the Preliminary Plat for The Orchards at O’Hare. • The Department of Community and Economic Development recommends approval of the Preliminary Planned Unit Development, subject to conditions #1-6 listed below. Page 4 of 38 • The Public Works and Engineering Department and Fire Department recommend approval of the Preliminary PUD. Conditions: 1. The petitioner must prepare a Final Planned Unit Development Plat that meets all the requirements of Appendix A-4 (Minimum Submittal requirements for PUDs) of the City of Des Plaines Zoning Ordinance and a Final Plat of Subdivision that meets all the requirements of the Subdivision Regulations and the comments in this report and submit it to the Community and Economic Development Department. 2. Building elevations for the car wash and restaurant shall be provided at time of Final PUD application. 3. The development of Lot 1 shall be subject to an Amendment to the Final PUD. 4. Proposed sign locations and sign details to be approved through a separate application for a Localized Alternative Sign Regulation. 5. Compliance with the comments provided in the May 18, 2016 Memorandum from John La Berg to Tim Oakley regarding The Orchard’s at O’Hare. 6. Compliance with all applicable codes and ordinances. Under Section 12-3-5 (Planned Unit Developments) of the Zoning Ordinance the City Council has the authority to approve, approve with modifications, or disapprove the above-mentioned Preliminary Planned Unit Development. It is requested that this item be placed on the Committee of the Whole agenda at the July 5, 2016 City Council meeting. Attachments: Attachment 1: Preliminary Plat (Revised), Plat of Vacation Attachment 2: Preliminary Site Plan (Revised), Preliminary Landscape Plan Attachment 3: Building Elevations, Materials, and Floor Plans Attachment 4: Site and Context Photos Attachment 5: Letter from the Planning and Zoning Board to the Mayor Attachment 6: June 22, 2016 Draft Planning and Zoning Board Meeting Minutes including the staff report Ordinance Z – 12–16 Approving a preliminary planned unit development for 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10526 Higgins Road, Des Plaines, IL. Exhibits: Exhibit A: Preliminary Plat of PUD Page 5 of 38 consulting engineers HAEGER ENGINEERING land surveyors File Name: Layout: Jun 22, 2016 - 6:05pm PRELIMINARY PLATtodd-sPlot Date: Plotted By: P:\2015\15180\Drawings\Final Survey\15180-Plat of Subdivision.dwg Easement Notes 1. All existing easements that are to be abrogated, vacated and released prior to or with the recording of final plat are not shown hereon. 2. Lot 8 (Billboard Parcel) is also an easement for ingress/ egress, public utilities & drainage. 3. Easements for public utilities shall be granted during Final Plat and Final Engineering phase after coordination with public utility companies. 4. Easement provisions shall be determined during Final Plat phase of project. Area Table LOT # 1 2 3 4 5 6 7 8 R.O.W. S.F. 65,241 24,442 139,749 13,650 67,325 43,214 33,238 5,237 3,764 Ac. 1.4977 0.5611 3.2082 0.3134 1.5456 0.9921 0.7630 0.1202 0.0864 Attachment 1 P a g e 6 o f 3 8 consulting engineers HAEGER ENGINEERING land surveyors File Name: Layout: May 13, 2016 - 9:14am 18x24-Plat-PTjeff-gPlot Date:Plotted By: P:\2015\15180\Drawings\Final Survey\15180-Plat of Vacation.dwg Attachment 1 P a g e 7 o f 3 8 1 2 . 5 ' 11 ' 9' 14 ' B- B 5 ' 5 ' 5 ' 5 ' 7'7' 2 9 . 5 ' 5 ' 5 ' 1 3 ' B - B 26 . 5 ' F- F 13 ' 6. 3 ' 2 1 ' 12 ' 1 4 . 4 ' 24 ' F- F 36 ' F- F 26 . 5 ' F- B 18 . 5 ' B- F 14 ' 14 ' B- B 2 7 ' B - B 28 . 2 ' B- B 27' B-B 8. 5 ' 25 ' B- B 27 ' B- B 18 . 5 ' F- B 7' 7' 2 2 ' B - B 2 2 ' B - B 7' 1 7 . 5 ' 1 7 . 5 ' 8' 8' 1 0 ' 1 0 ' 5 ' 5 ' 2 7 ' B - B 3 9 ' B - B 2 7 ' B - B 2 5 ' B - B 26 ' F- F 18 . 5 ' F- B 18 . 5 ' B- F 26 ' 4 3 . 2 ' 5 ' 5 ' 5 ' 5 ' 5 ' 5 ' 1 2 . 5 ' 1 0 . 2 ' 8 . 7 ' 1 2 . 5 ' 20' 1 8 . 2 ' 1 2 . 5 ' 1 8 ' 2 4 ' F - F 1 8 . 5 ' F - B 1 8 . 5 ' B - F 2 4 . 5 ' B - F 1 8 . 5 ' F - B 4 . 9 ' 16 . 9 ' 2 4 ' F - F 1 8 . 5 ' F - B 1 8 . 5 ' B - F 18 . 5 ' F- B 26 ' F- F 18 . 5 ' B- F 5' 5' 5 ' 8 ' 130 . 7 ' 2 4 . 7 ' 1 3 ' B - B 7' 6 . 7 ' 2 4 ' F - F 1 8 . 5 ' F - B 1 8 . 5 ' B - F 10.4 ' 24 ' F- F 18 . 5 ' F- B 18 . 5 ' B- F 8. 4 ' 5' 6' 5 . 7 ' 5 ' 7' 2 2 . 4 ' B - B 3 . 3 ' 3 . 3 ' 1 1 . 5 ' 2 6 . 5 ' B - F 1 8 . 5 ' F - B 16 ' 2 6 ' 3 1 ' 13 . 5 ' 27 ' B- B 7 ' 1 2 . 1 ' 105 . 7 ' 2.2' 1 2 . 1 ' 5' 3.3 ' 5 ' 6' 7. 5 ' 9 ' B - B 2 1 . 3 ' B - B 5 ' 1 0 ' 5 ' 5 ' 5' 5 ' 5' 7' 2 6 ' 16 ' 8 ' 7'5' 1 9 . 3 ' 5' 3' 20 ' 5 ' 4 2 2 ' B - B 10 7 4 11 5 ' 7 ' 5 ' 5 ' 20 ' R 20 ' R 15 ' R 15 ' R 15 ' R 20 ' R 20 ' R 20 ' R 20 ' R 20 ' R 20 ' R 47 ' R 2' R 2' R 15 ' R 15 ' R 5' R 40 ' R 40 ' R 15 ' R 20 ' R 2' R 2' R 3' R 3' R 3' R 3' R 3' R 3' R 3' R 40 ' R 15 ' R 15 ' R 9 16 19 21 11 10 23 25 26 27 3 18 19 8 7 15 10 3' R 3' R 3' R 3' R 3' R 3' R 3' R 3' R 3' R 5' R 3' R 10 ' R 20 ' R 3' R 3' R 3' R 3' R 20 ' R 5' 3' R 3' R 3' R 3' R 5' R 21 . 5 ' R 5' R 3' R 3' R 3' R 15 ' R 15 ' R 20 ' R 20 ' R 3' R 3' R 20 ' R 20 ' R 3' R 25 ' R 42 . 1 ' B- B 17 ' B- B 25 ' R 25 ' R 20 ' R 25 ' R 5 ' 5 ' 1 1 . 3 ' 12 ' R 3' R 12 ' R 3' R 25 ' R 15 ' R 3' R 15 ' R 15 ' R 6' R 3' R 3' R 6' R3' R 3' R 2 4 . 8 ' 12 ' R 5' R 17 . 8 ' R 5' R 50 ' R 71 ' R 30 ' R 11 . 5 ' R 4. 5 ' R 15 ' R 3' R 33 . 5 ' R 38 . 5 ' R 1' R 1' R 18 ' F- F 24 ' 48 ' 30 ' 18 . 5 ' B- F 49 ' 12 ' 1 6 ' 1 6 ' 5 ' 2 7 ' B - B 8' 9 ' T y p . 9' Ty p . 9' Typ . 9 ' T y p . 9 ' T y p . 9' Typ. 9 ' 9 ' 5' 9 ' 9 ' 5' 5' 5 ' 15 ' R 15 ' R 8' R 8' R 10 ' R Bi l l b o a r d S i g n t o R e m a i n Bi l l b o a r d S i g n t o R e m a i n Mo n u m e n t S i g n - N o r t h 12 , 0 0 0 G a l l o n F u e l T a n k 16 , 0 0 0 G a l l o n F u e l T a n k Fu e l P u m p s ( T y p . ) Mo n u m e n t S i g n - C e n t r a l Tr a s h E n c l o s u r e Pa t i o Pa t i o Pa t i o Tr a s h E n c l o s u r e Tr a s h E n c l o s u r e Tr a s h E n c l o s u r e Py l o n S i g n Ga t e s Me n u B o a r d Va c u u m s Ca n o p y A b o v e Mo n u m e n t S i g n - S o u t h Co m p e n s a t o r y S t o r a g e D r a i n a g e E a s e m e n t B r i d g e I m p r o v e m e n t B y O t h e r s 1 8 7 + 0 0 1 8 8 + 0 0 1 8 9 + 0 0 1 9 0 + 0 0 1 9 1 + 0 0 1 9 2 + 0 0 1 9 3 + 0 0 1 9 4 + 0 0 1 9 5 Re t a i n i n g W a l l Re t a i n i n g W a l l HO T E L (W i t h R e t a u r a n t ) RE S T A U R A N T MA R T CAR W A S H 2 5 ' Pu m p C o n t r o l C a b i n e t 3 2 2 10 - 1 1 ' V a c u u m S t a l l s 2 St a l l s Ex i s t i n g C r e e k / W a l l s T o R e m a i n Exi s t i n g C r e e k / W a l l s T o R e m a i n 1 8 ' 5' B u i l d i n g / S i g n L i n e Pu b l i c U t i l i t y E a s e m e n t Sa n i t a r y S e w e r E a s e m e n t 10 ' 10 ' In g r e s s / E g r e s s , P u b l i c U t i l i t y & Dr a i n a g e E a s e m e n t Wa t e r M a i n E a s e m e n t Sa n i t a r y Se w e r Ea s e m e n t Sa n i t a r y Se w e r Ea s e m e n t Wa t e r M a i n E a s e m e n t R o a d w a y a n d B r i d g e I m p r o v e m e n t B y O t h e r s Existing Creek / Walls To Remain Proposed R.O.W.Scale:NORTH 0 1" = 20 40 40'Revision Date No. Fi l e N a m e : J u n 2 2 , 2 0 1 6 - 6 : 0 7 p m to d d - s Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 4 . 0 - G E O M E T R Y P A V I N G . d w g PRELIMINARYSITE PLAN THE ORCHARDS AT O'HARE TIF #7, DES PLAINES, ILLINOIS T A S J D T 05/13/2016 15-180 SP1 SP11 06/22/2016 Per City Review & Comment S E E A B O V E R I G H T F O R C O N T I N U A T I O N SEE BELOW LEFT FOR CONTINUATION 847-370-6550 LO T N U M E R K E Y M A P                                       Lo t 3 i n O r c h a r d H i g g i n s Su b d i v i s i o n ( O w n e r : Ro s e m o n t P a r k D i s t r i c t )                       Hi g g i n s R o a d ( I L R o u t e 7 2 ) R. O . W . D e d i c a t i o n t o I D O T At t a c h m e n t 2 Page 8 of 38 At t a c h m e n t 2 Page 9 of 38 3 0 24 C At t a c h m e n t 3 Page 10 of 38 T. O . F I N I S H 4 T H F L O O R 13 4 ' - 3 5 / 8 " T. O . F I N I S H 3 R D F L O O R 12 4 ' - 0 1 / 4 " T. O . F I N I S H 2 N D F L O O R 11 3 ' - 2 7 / 8 " 1S T F L O O R T . O . CO N C . S L A B 10 0 ' - 0 " T. O . F I N I S H 5 T H F L O O R 14 4 ' - 7 " TR U S S B E A R I N G T. O P A R A P E T 15 2 ' - 8 5 / 8 " 15 8 ' - 3 3 / 8 " T. O P A R A P E T 16 1 ' - 3 3 / 8 " T. O . F I N I S H 4 T H F L O O R 13 4 ' - 3 5 / 8 " T. O . F I N I S H 3 R D F L O O R 12 4 ' - 0 1 / 4 " T. O . F I N I S H 2 N D F L O O R 11 3 ' - 2 7 / 8 " 1S T F L O O R T . O . CO N C . S L A B 10 0 ' - 0 " T. O . F I N I S H 5 T H F L O O R 14 4 ' - 7 " TR U S S B E A R I N G T. O P A R A P E T 15 2 ' - 8 5 / 8 " 15 8 ' - 3 3 / 8 " T. O P A R A P E T 16 1 ' - 3 3 / 8 " C At t a c h m e n t 3 Page 11 of 38 T.O. VESTIBULE PARAPET 113'-6" T. O . F I N I S H 4 T H F L O O R 13 3 ' - 9 5 / 8 " T. O . F I N I S H 3 R D F L O O R 12 3 ' - 6 1 / 4 " T. O . F I N I S H 2 N D F L O O R 11 3 ' - 2 7 / 8 " 1S T F L O O R T . O . CO N C . S L A B 10 0 ' - 0 " T. O . F I N I S H 5 T H F L O O R 14 4 ' - 7 " TR U S S B E A R I N G T. O P A R A P E T 15 2 ' - 8 5 / 8 " 15 8 ' - 3 3 / 8 " T. O . F I N I S H 4 T H F L O O R 133'-9 5/8" T. O . F I N I S H 3 R D F L O O R 123'-6 1/4" T. O . F I N I S H 2 N D F L O O R 113'-2 7/8" 1S T F L O O R T . O . CONC. SLAB 100'-0" T. O . F I N I S H 5 T H F L O O R 144'-7" TR U S S B E A R I N G T.O PARAPET 152'-8 5/8"158'-3 3/8" T. 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The Planning and Zoning Board submits the following: 1. Mr. James E. Olguin, representing the Petitioner, presented the pertinent facts. 2. The Community and Economic Development Department recommended approval of the requested tentative plat and preliminary planned unit development subject to the following conditions: A. The petitioner must prepare a Final Planned Unit Development Plat that meets all the requirements of Appendix A-4 (Minimum Submittal requirements for PUDs) of the City of Des Plaines Zoning Ordinance and a Final Plat of Subdivision that meets all the requirements of the Subdivision Regulations and the comments in this report and submit it to the Community and Economic Development Department. B. Building elevations for the car wash and restaurant shall be provided at time of Final PUD application. C. The development of Lot 1 shall be subject to an Amendment to the Final PUD. D. Proposed sign locations and sign details to be approved through a separate application for a Localized Alternative Sign Regulation. E. Compliance with the comments provided in the May 18, 2016 Memorandum from John La Berg to Tim Oakley regarding The Orchard’s at O’Hare. F. Compliance with all applicable codes and ordinances. 3. One member of the public spoke in opposition to the request. 4. The Planning and Zoning Board recommended (7-0) that the City Council approve the proposed tentative plat and preliminary planned unit development. Attachment 5 Page 16 of 38 June 20, 2016 Page 2 Respectfully submitted, James Szabo Des Plaines Planning and Zoning Board, Chairman cc: City Officials Aldermen Planning and Zoning Board Members Attachment 5 Page 17 of 38 Case #16-023-V-Major Variation Request-1990 Mannheim Road Case #16-027-PUD-SUB-Preliminary Planned Unit Development and Tentative Subdivision Plat-Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road June 14, 2016 Page 4 6.The requested variations are in harmony with Comprehensive Plan designation for this property. 7.There is no other means to permit the petitioner a reasonable use of the property. 8.The requested variations are the minimum measure of relief needed. Recommendation: The Community Development Department recommends approval of the variations to (1) Section 12-11-6.B of the 1998 City of Des Plaines Zoning Ordinance, as amended, to install an electronic message board within 250 feet away from residential districts, and (2) Section 12-11-5.A.3 to allow the pole sign constructed with a 0’ setback from Mannheim Road and 1’ setback from Howard Avenue, where a minimum of 5’ is required from the property lines. The facts and circumstances presented above justify granting the variations requested. Plan & Zoning Board Procedure: The Planning & Zoning Board may vote to recommend approval, approval with modifications, or disapproval. The City Council has final authority over the variations requested. A motion was made by Board Member Saletnik, seconded by Board Member Hofherr, to recommend approval to City Council that the two variances be approved. AYES: Saletnik, Hofherr, Green, Bader, Catalano, Schell, Szabo NAYES: None ***MOTION CARRIED UNANIMOUSLY*** Chairman Szabo stated a recommendation will be submitted to City Council. Board Member Bader recused himself at 7:15 p.m. 2.Address:Properties South of I-90, North of Higgins Road Case Number: 16-027-PUD-SUB and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road Petitioner O’Hare Real Estate, LLC is requesting preliminary approval of a Planned Unit Development (PUD) for The Orchards at O’Hare, a commercial PUD under Section 12-3-5 of the 1998 City of Des Plaines Zoning Ordinance, as amended, and a Tentative Plat of Subdivision, under Section 13-2-2 of Subdivision Regulations of the City of Des Plaines Municipal Code, to allow for the construction of a 128 room hotel with a Class A restaurant; gasoline service station with convenience store, car wash, and Class B restaurant; and one freestanding Class A restaurant on approximately 9.0877 acres and eight lots, with one requested PUD exception from the C-3, General Commercial Zoning District standards for building Attachment 6 Page 18 of 38 Case #16-023-V-Major Variation Request-1990 Mannheim Road Case #16-027-PUD-SUB-Preliminary Planned Unit Development and Tentative Subdivision Plat-Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road June 14, 2016 Page 5 height over 45 feet in the C-3 Zoning District, Section 12-7-3.L. of the 1998 City of Des Plaines Zoning Ordinance, Case #16-027-PUD-SUB, 2nd Ward. PINs: 09-33-305-002-0000, 09-33-305-005-0000, 09-33-305-006-0000, 09-33-305-009-0000, 09-33-305-010-0000, 09-33-305-013-0000, 09-33-305-014-0000, 09-33-306-001-0000, 09-33-306-001-0000, 09-33-309-002-0000, 09-33-309-003-0000, 09-33-309-004-0000, 09-33-309-005-0000, 09-33-309-010-0000, p.t 09-33-500-005-0000 Petitioner: O’Hare Real Estate LLC d/b/a Prominence Hospitality Group, 2480 Bushwood Drive, Suite 250, Elgin, IL 60124 Owner: City of Des Plaines, 1420 Miner Street, Des Plaines, IL 60016 Mr. Bartholomew asked for everyone’s patience with the current transition in the Community Development Department. He advised the City is a Co-Applicant and referred to the Mannheim & Higgins (TIF 6) Development; after the crash, TIF 6 was made smaller and TIF 7 was added for a New Development. The Applicant will be proposing their vision of the Development. Chairman Szabo swore in four people including James E. Olguin, Attorney at Law, Goldstine, Skrodzki, Russian, Nemec and Hoff, Ltd., The Prairie Building, 835 McClintock Drive, Second Floor, Burr Ridge, IL 60527-0860 (who noted he is Petitioner on behalf of the Applicant, Architect, and Engineer) and Todd A. Shaffer, PE, SIT, CFM, Principal, Haeger Engineering LLC, 1304 Plum Grove Road, Schaumburg, IL 60173. Mr. Olguin advised what’s being presented tonight: •A PUD approval with a car wash, convenience store, BP gas station, two quick-service restaurants, sit-down restaurant, Holiday Inn Express (hotel including restaurant) •Tentative Subdivision of the property A PowerPoint presentation was provided. Mr. Olguin stated there will be two entrances (in and out). He noted parking requirements are in compliance. Chairman Szabo asked if the Board has any questions. There were none. Chairman Szabo asked: •what the two quick-serve restaurants are. Mr. Olguin advised – one will be a sandwich-type restaurant, and the other a donut-type restaurant •what the seating for the restaurants is. Mr. Olguin advised – 120 for each Chairman Szabo asked if the Board has any questions. Board Member Hofherr asked: •on the North side, if the water is going East or West. Mr. Olguin responded – East •if the water runoff would be managed. Mr. Olguin advised – yes, we are in compliance with City requirements Attachment 6 Page 19 of 38 Case #16-023-V-Major Variation Request-1990 Mannheim Road Case #16-027-PUD-SUB-Preliminary Planned Unit Development and Tentative Subdivision Plat-Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road June 14, 2016 Page 6 •on the South side of embankment, there is a downspout. Is that from toll way runoff? Mr. Shaffer, Engineer, advised it is a storm water management area from the toll way and to the West. He noted this property will drain to the creek. Board Member Schell asked about how egress (page 5 of 96) will work. Mr. Shaffer stated on the South side of Lot 7 (which is being created for the car wash) is a parcel which will have cross access/maintenance. Chairman Szabo reminded the Case # is 16-027-PUD-SUB. Chairman Szabo asked if the Board has any questions. There were none. Chairman Szabo asked Staff to present the Staff Report. Coordinator Pruss provided same. Issue: Petitioner O’Hare Real Estate, LLC is requesting preliminary approval of a Planned Unit Development (PUD) for The Orchards at O’Hare, a commercial PUD under Section 12-3-5 of the 1998 City of Des Plaines Zoning Ordinance, as amended, and a Tentative Plat of Subdivision, under Section 13- 2-2 of Subdivision Regulations of the City of Des Plaines Municipal Code, to allow for the construction of a 128 room hotel with a Class A restaurant; gasoline service station with convenience store, car wash, and Class B restaurant; and one freestanding Class A restaurant on approximately 9.0877 acres and eight lots, with one requested PUD exception from the C-3, General Commercial Zoning District standards for building height over 45 feet in the C-3 Zoning District, Section 12-7-3.L. of the 1998 City of Des Plaines Zoning Ordinance, Case #16-027-PUD-SUB, 2nd Ward Analysis: Preliminary Planned Unit Development Report Owners: City of Des Plaines, 1420 Miner Street, Des Plaines, IL 60016 Petitioner: O’Hare Real Estate LLC d/b/a Prominence Hospitality Group, 2480 Bushwood Drive Suite 250, Elgin, IL 60124 Case Number: 16-027-SUB-PUD Real Estate Index #s 09-33-305-002-0000, 09-33-305-005-0000, 09-33-305-006-0000, 09- 33-305-009-0000, 09-33-305-010-0000, 09-33-305-013-0000, 09-33- 305-014-0000, 09-33-306-001-0000, 09-33-306-001-0000, 09-33-309- 002-0000, 09-33-309-003-0000, 09-33-309-004-0000, 09-33-309-005- 0000, 09-33-309-010-0000, p.t 09-33-500-005-0000 Existing Zoning C-3, General Commercial Existing Land Use Vacant land Attachment 6 Page 20 of 38 Case #16-023-V-Major Variation Request-1990 Mannheim Road Case #16-027-PUD-SUB-Preliminary Planned Unit Development and Tentative Subdivision Plat-Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road June 14, 2016 Page 7 Surrounding Zoning North: C-2, Limited Office Commercial District South: Commercial (Rosemont) East: C-2, Limited Office Commercial District West: Commercial (Rosemont) Surrounding Land Use North: I-90 Right-of-Way South: Fast Food/Office/Hotel East: Office West: Hotel Street Classification West Higgins and Mannheim Roads – Arterial Streets, IDOT I-90 Jane Addams Tollway – Limited Access Arterial Street, IL Toll Authority Comprehensive Plan Restaurant or Entertainment Development Schedule 2016-2018 Construction Project Description In 2015, the City of Des Plaines issued a Request for Proposals and entered into a Redevelopment Agreement with the applicant for the portion of the subject property located at 2985-3003 Mannheim Road, situated south of I-90, west of Orchard Place, north of McDonald’s, and east of Mannheim Road, and consisting of 4.4 acres of land. The City subsequently re-subdivided and rezoned the land to the current C-3 zone to facilitate the redevelopment of the site. In early 2016, the City purchased the area west of Orchard Place, south of I-90, east of the railroad tracks and North of Higgins Road, bringing the total tract area to 9.0877 acres. The City has invested significant time and resources in the redevelopment of this site, and has agreed to rebuild Orchard Place to the north line of the creek as well as remove portions of the site from floodplain, and construct compensatory storage in order to maximize the buildable area of the property. The applicant proposes to subdivide the site into eight lots and construct the following: 128 Room Hotel with 6,893 square foot Class A Restaurant Gasoline Service Station with 16 Pumps 2,460 square foot Convenience Store/1,890 square foot Class B Restaurant Tunnel Car Wash 6,550 Freestanding Class A Restaurant Attachment 6 Page 21 of 38 Case #16-023-V-Major Variation Request-1990 Mannheim Road Case #16-027-PUD-SUB-Preliminary Planned Unit Development and Tentative Subdivision Plat-Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road June 14, 2016 Page 8 PUD Findings As required, the proposed development is reviewed below in terms of the findings contained in Section 3.5- 5 of the Zoning Ordinance: A. The extent to which the Proposed Plan is or is not consistent with the stated purpose of the PUD regulations in Section 12-3.5-1: Comment: The proposed plan is consistent with the stated purpose of Section 3.5-A of the Zoning Ordinance in so far as the proposed commercial development would allow for a maximum of choice in the types of environment available to the public, and an efficient use of the land resulting in more economic networks of utilities, streets and other facilities that not be possible under the strict application of the Zoning Ordinance based on the proposed density of commercial development proposed for this site. Specifically, the proposed 61.3 foot tall hotel would not be possible given the 45 foot height restriction in the C-3 zone. B. The extent to which the proposed plan meets the prerequisites and standards of the planned unit development regulations: Comment: The proposed Planned Unit Development meets all PUD requirements contained in Section 12- 3.5-B of the Zoning Ordinance as it would be located in a zoning district (C-3) that permits PUDs, it meets the minimum size standard of two acres, as it is 9.0877 acres in size, and the land to be developed is under the control of Prominence Hospitality Group as contract purchaser. C. The extent to which the proposed plan departs from the applicable zoning and subdivision regulations otherwise applicable to the subject property, including, but not limited to the density, dimension, area, bulk, and use and the reasons why such departures are or are not deemed to be in the public interest: Comment: The proposed development meets or exceeds the following applicable zoning regulations as proposed for the C-3, General Commercial District: •Minimum size for PUD; Two acres are required; the total site is 9.0877 acres; •Maximum building coverage (Not applicable in C-3, General Commercial District); •Parking requirements; 316.5 spaces are required; 328 are proposed; •Compatibly with surrounding properties; and •Traffic (Adequate provision for safe ingress and egress and minimal traffic congestion) A proposed Planned Unit Development exception is requested for: •Building Height; A maximum height of 45’ is allowed and a maximum of approximately 61.3’ is proposed; Attachment 6 Page 22 of 38 Case #16-023-V-Major Variation Request-1990 Mannheim Road Case #16-027-PUD-SUB-Preliminary Planned Unit Development and Tentative Subdivision Plat-Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road June 14, 2016 Page 9 D. The extent to which the physical design of the proposed development does or does not make adequate provision for public services, provide adequate control of vehicular traffic, provide for, protect open space, and further the amenities of light and air, recreation and visual enjoyment: Comment: After reviewing the petitioner’s preliminary building and site improvement plans; it appears that the proposed development is making adequate provision for the necessary infrastructure. Comments and conditions from the Public Works and Engineering Department further address this issue. The control of vehicular traffic is addressed by the petitioner’s professional traffic study, which was performed by KLOA of Rosemont, IL and reviewed by the City’s Engineering Division. The study concludes: •The proposed development is well situated with respect to the area roadway system. •The site will be provided with a flexible access system via a right-in/right-out access drive and one full ingress/egress access drive on Mannheim Road and via a connection with Orchard Place. •With the recommended modifications, southbound left-turns from Mannheim Road into the proposed full ingress/egress access drive will be accommodated without impacting southbound through traffic. •The intersection of Mannheim Road with Higgins Road will experience minimal increases in delay with an overall increase of one second or less under future conditions. •The proposed coffee/donut and car wash drive-through facilities, as designed, will have minimal impact, if any, on the internal site circulation. E. The extent to which the relationship and compatibility of the proposed development is beneficial or adverse to adjacent properties and neighborhood: Comment: The proposed development is consistent with the pattern, form, and land uses within the surrounding area. The areas to the south and west are currently developed with a fast-food restaurant, office, and hotel uses. The area to the east is developed with an office building, and the area to the west is developed with hotels. F. The extent to which the proposed plan is not desirable to physical development, tax base and economic well-being of the entire community: Comment: The site is currently vacant. If the development is built as proposed, the assessed valuation of the property would likely increase, which will result in an increase in property tax revenue for the City of Des Plaines and thus enhance the economic well-being of the City. Additionally, it is anticipated that the proposed hotel, restaurant, and gasoline service station will generate significant amounts of sales and motor fuel tax revenue. G. The extent to which the proposed plan is in conformity with the recommendations of the 2007 Comprehensive Plan: Attachment 6 Page 23 of 38 Case #16-023-V-Major Variation Request-1990 Mannheim Road Case #16-027-PUD-SUB-Preliminary Planned Unit Development and Tentative Subdivision Plat-Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road June 14, 2016 Page 10 Comment: The proposed townhome development conforms to the land use plan contained in the 2007 City of Des Plaines Comprehensive Plan. The proposed development includes two Class A restaurants, and Class B restaurant within the gas station convenience store. While the hotel use does not strictly conform with an entertainment use, the hotel will include a restaurant, and the hotel supports surrounding entertainment uses such as the Allstate Arena and nearby Rivers Casino. PUD Issues/Considerations: None. Tentative Plat Report Name of Subdivision: The Orchards at O’Hare Address: 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road Request: Approval of a Tentative Plat of Subdivision Total Acreage of Subdivision: 9.0877 acres General Information Lot Descriptions and Construction Plans: The Tentative plat shows the existing site being resubdivided into eight lots of record. Section 13-2-5-V requires all lots to have frontage on a public right-of-way. Although Lot 7 does not have frontage on a right of way, an ingress/egress easement will be provided to allow access to the lot. Tentative Plat Comments 1.Access easements shall be provided on the Final Plat to Lot 1 and the ‘not included’ property to the satisfaction of City staff; 2.An ingress/egress easement shall be provided to the north property line at an appropriate point where an access connection under the I-90 bridge can be provided; 3.A 10 foot maintenance easement shall be provided adjacent to the north side of Lot 4; 4.A 10 foot public utility easement shall be provided adjacent to the north side of the drainage easement on Lot 3; 5.The signage easement on Lot 1 shall be removed; 6.The Final Plat shall be in conformance will all applicable codes and ordinances. Plan Commission Procedure The Plan Commission may vote to grant or deny approval of the Tentative Plat. If approved, the petitioner’s next step is to submit final engineering plans to the Public Works and Engineering Department and return to the Plan Commission with a corrected plat for Final Plat consideration. Attachment 6 Page 24 of 38 Case #16-023-V-Major Variation Request-1990 Mannheim Road Case #16-027-PUD-SUB-Preliminary Planned Unit Development and Tentative Subdivision Plat-Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road June 14, 2016 Page 11 Staff Recommendations: •The Department of Community and Economic Development recommends approval of the Preliminary Planned Unit Development and approval of the Tentative Plat, subject to conditions #1- 6 listed below. •The Public Works and Engineering Department and Fire Department recommend approval of the Preliminary PUD. Conditions: 1.The petitioner must prepare a Final Planned Unit Development Plat that meets all the requirements of Appendix A-4 (Minimum Submittal requirements for PUDs) of the City of Des Plaines Zoning Ordinance and a Final Plat of Subdivision that meets all the requirements of the Subdivision Regulations and the comments in this report and submit it to the Community and Economic Development Department. 2.Building elevations for the car wash and restaurant shall be provided at time of Final PUD application. 3.The development of Lot 1 shall be subject to an Amendment to the Final PUD. 4.Proposed sign locations and sign details to be approved through a separate application for a Localized Alternative Sign Regulation. 5.Compliance with the comments provided in the May 18, 2016 Memorandum from John La Berg to Tim Oakley regarding The Orchard’s at O’Hare. 6.Compliance with all applicable codes and ordinances. Plan Commission Procedure: The Plan Commission may vote to recommend approval, approval with modifications, or disapproval. The City Council has final authority over the Preliminary PUD. Chairman Szabo asked if the Board has any questions. Board Member Green asked if there is a planned phasing or included with PUD. Mr. Olguin advised it is proposed to be done in two phases – August, 2016 then Phase II shortly thereafter. General Counsel, Mr. Weiss, stated, per the redevelopment agreement, a phasing plan is required; there is not a timeline at this time; permits are a factor. The service station and restaurant is in the first phase, then the hotel. Board Member Catalano asked Staff what the other hotel heights are in the area. Coordinator Pruss advised – 5-6 stories tall and taller South of that. Chairman Szabo asked if anyone is in favor of this proposal. No one responded. Chairman Szabo asked if anyone objects to this proposal. Two people raised their hands, the following came forward and was sworn in by Chairman Szabo: •John Imreibe, 2711 Mannheim Road, Des Plaines Mr. Imreibe stated he owns the Car Wash to the North and has attended Council meetings. He stated Car Washes are typically a Special Use and not a Permitted Use. What’s being proposed is a Attachment 6 Page 25 of 38 Case #16-023-V-Major Variation Request-1990 Mannheim Road Case #16-027-PUD-SUB-Preliminary Planned Unit Development and Tentative Subdivision Plat-Properties South of I-90, North of Higgins Road and West of the Canadian National Railroad Tracks, addresses including, but not limited to 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road and specifically excluding 3067 Mannheim Road June 14, 2016 Page 12 direct competitor who will generate traffic and water runoff which are zoning concerns that will hopefully get addressed. Originally there was to be the same ownership; now there appears to be separate owners. Chairman Szabo asked if the Board has any questions. Board Member Saletnik asked Staff to explain Special Uses or PUDs. Mr. Bartholomew agreed that whether there is a Special Use or PUD, there are conditions as noted. Board Member Saletnik stated he wants Mr. Imreibe to know there are no Special Uses for a PUD. Coordinator Pruss advised there is a Land Use condition. Regarding stacking, she stated there will be dual stacking lanes of 14 cars so there will not be impact. The traffic study can accommodate accordingly. Mr. Olguin advised the stacking is placed as far back as possible; compliance is necessary for all uses on the PUD. Board Member Saletnik advised the BP Gas Station down the street has a Car Wash. Chairman Szabo noted more information may be found at www.desplaines.org. Chairman Szabo asked if this is a Preliminary PUD. Coordinator Pruss concurred. A motion was made by Board Member Hofherr, seconded by Board Member Green, to recommend approval to City Council. AYES: Hofherr, Green, Bader, Catalano, Saletnik, Schell, Szabo NAYES: None ***MOTION CARRIED UNANIMOUSLY*** Chairman Szabo stated a recommendation will be submitted to City Council. OLD BUSINESS There was no Old Business. ADJOURNMENT On a voice vote, Chairman Szabo adjourned the meeting at 7:48 p.m. Sincerely, Gale Cerabona Recording Secretary cc: City Officials, Aldermen, Zoning Board of Appeals, Petitioners Attachment 6 Page 26 of 38 1 CITY OF DES PLAINES ORDINANCE Z - 12 - 16 AN ORDINANCE APPROVING A PRELIMINARY PLANNED UNIT DEVELOPMENT FOR 2985-3003 MANNHEIM ROAD, 3011-3045 ORCHARD PLACE, AND 10194, 10246 AND 10256 HIGGINS ROAD, DES PLAINES, ILLINOIS. (Case #16-027-SUB-PUD). WHEREAS, the City of Des Plaines (“City”) is the current record title holder of that certain real property consisting of approximately 8.007 acres, located in the C-3 General Commercial Zoning District (“C-3 District”), commonly known as 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road, Des Plaines, Illinois as well as that portion of the Orchard Place right-of-way vacated pursuant to Ordinance No. Z-10-16 adopted by the City Council on [INSERT DATE] (collectively, the "Subject Property"); and WHEREAS, O’Hare Real Estate LLC (“Petitioner”), intends to acquire a 6.509 acre portion of the Subject Property from the City (“Development Parcel”); and WHEREAS, the Petitioner desires redevelop the Development Parcel with a commercial planned unit development consisting of an automotive service station with two food service operations, a car wash, a free-standing restaurant, and a hotel (“Proposed Development”); and WHEREAS, pursuant to Sections 12-3-7 and 12-3-5 of the City of Des Plaines Zoning Ordinance (“Zoning Ordinance”) and Title 13 of the City Code of the City of Des Plaines, as amended (“Subdivision Regulations”), the Petitioner filed, with the consent of the City, an application with the City for the approval of: (i) a tentative plat of subdivision for the entire Subject Property (“Proposed Tentative Plat of Subdivision”); and (ii) a preliminary plat of planned unit development of the Development Parcel (“Proposed Preliminary Plat of PUD”), including certain proposed exceptions within the proposed planned unit development; and WHEREAS, within fifteen (15) days after the receipt thereof, the Petitioner’s application was referred by the Department of Community and Economic Development to the City’s Planning and Zoning Board (“Board”); and WHEREAS, within ninety (90) days after the date of the Petitioner's application, a public hearing was held by the Board on June 14, 2016 pursuant to publication in the Journal & Topics on May 27, 2016; and WHEREAS, notice of the public hearing was mailed to all property owners within 300 feet of the Subject Property; and WHEREAS, during the public hearing the Board heard competent testimony and received evidence with respect to how the Petitioner intended to satisfy and comply with the provisions of the Zoning Ordinance and the Subdivision Regulations; and Page 27 of 38 2 WHEREAS, pursuant to Section 12-3-5 of the Zoning Ordinance, the Board filed a written report with the City Council on June 20, 2016, summarizing the testimony and evidence received by the Board and stating (i) its decision, by a vote of 7-0, to approve the Proposed Tentative Plat of Subdivision for the Subject Property; and (ii) its recommendation, by a vote of 7-0, to approve the Proposed Preliminary Plat of PUD for the Development Parcel, subject to certain conditions; and WHEREAS, the Petitioner made certain representations to the Board with respect to the Proposed Preliminary Plat of PUD, which representations are hereby found by the City Council to be material and upon which the City Council relies in approving the Proposed Preliminary Plat of PUD; and WHEREAS, the City Council has considered the written report of the Board, the applicable standards for planned unit developments set forth in the Zoning Ordinance, and the Community and Economic Development Staff Memorandum dated June 8, 2016, and has determined that it is in the best interest of the City and the public to approve the Proposed Preliminary Plat of PUD in accordance with the provisions of this Ordinance; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Des Plaines, Cook County, Illinois, in the exercise of its home rule powers, as follows: SECTION 1. RECITALS. The recitals set forth above are incorporated herein by reference and made a part hereof, the same constituting the factual basis for the approval of the Proposed Preliminary Plat of PUD. SECTION 2. LEGAL DESCRIPTION OF THE SUBJECT PROPERTY AND THE DEVELOPMENT PARCEL. A. The Subject Property is legally described as: PARCEL 1A: LOTS 1 AND 2 IN SPEEDWAY ACRES, BEING A SUBDIVISION OF PART OF THE SOUTHWEST 1/4 OF SECTION 33 TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1B: THAT PART OF THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF ORCHARD PLACE ROAD AND THE SOUTH LINE OF CENTRAL AVENUE, THENCE WEST ALONG THE SOUTH LINE OF SAID CENTRAL AVENUE 93.75 FEET, THENCE SOUTH Page 28 of 38 3 PARALLEL WITH THE WEST LINE OF THE SOUTHWEST 1/4 AFORESAID 129.16 FEET TO A POINT OF BEGINNING OF THIS TRACT “B” THENCE CONTINUING SOUTH ALONG THE AFORESAID LINE 148.09 FEET, THENCE EAST 150 FEET TO A POINT ON THE WEST LINE OF SAID ORCHARD PLACE ROAD THENCE NORTH ALONG THE WEST LINE OF SAID ORCHARD PLACE ROAD 49.43 FEET, THENCE NORTHWESTERLY 176.35 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. PARCEL 1C: THAT PART OF THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE CENTER LINE OF ORCHARD PLACE ROAD 227 FEET 3 INCHES DUE SOUTH FROM THE SOUTH LINE OF CENTRAL AVENUE IN BRESCHE’S ADDITION TO ORCHARD PLACE; RUNNING THENCE SOUTH 87 1/2 DEGREES WEST PARALLEL TO SAID SOUTH LINE 180 FEET; THENCE SOUTH PARALLEL TO THE WEST LINE OF SAID QUARTER SECTION, 75 FEET; THENCE NORTH 87 1/2 DEGREES EAST 180 FEET TO THE CENTER LINE OF SAID ORCHARD PLACE ROAD 75 FEET TO THE PLACE OF BEGINNING (EXCEPT THEREFROM THE EAST 30.00 FEET THEREOF), IN COOK COUNTY, ILLINOIS. PARCEL 1D: BEGINNING AT A POINT IN THE CENTER LINE OF A HIGHWAY KNOWN AS ORCHARD PLACE ROAD IN THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, A DISTANCE 352 FEET 3 INCHES DUE SOUTH FROM THE SOUTH LINE OF CENTRAL AVENUE IN COESCHS ADDITION TO ORCHARD PLACE, RUNNING THENCE SOUTH 87 1/2 DEGREES WEST PARALLEL TO SAID SOUTH LINE 180 FEET; THENCE SOUTH PARALLEL TO THE WEST LINE OF SAID QUARTER SECTION 50 FEET; THENCE NORTH 87 1/2 DEGREES EAST 180 FEET TO THE CENTER LINE OF SAID ORCHARD PLACE ROAD, AFORESAID, THENCE NORTH ON THE CENTER LINE OF ORCHARD PLACE ROAD, AFORESAID, 50 FEET TO THE PLACE OF BEGINNING (EXCEPT THEREFROM THE EAST 30.00 FEET THEREOF), IN COOK COUNTY, ILLINOIS. PARCEL 1E: THAT PART OF THE WEST 7.14 CHAINS LYING SOUTH OF THE NORTH 703.6 FEET AND NORTH OF THE CENTER LINE OF WILLOW CREEK (EXCEPT THE NORTH 408.25 FEET OF THE EAST 180.0 FEET THEREOF) AND (EXCEPT THE NORTH 402.25 FEET OF THE WEST 291.24 FEET THEREOF) AND (EXCEPT THAT PART THEREOF LYING WEST OF A LINE DRAWN PARALLEL WITH AND DISTANT 50 FEET EAST, MEASURED AT RIGHT ANGLES THERETO, FROM THE CENTER LINE OF MANNHEIM ROAD) AND (EXCEPT THEREFROM THE EAST 30.00 FEET THEREOF) OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP Page 29 of 38 4 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO EXCEPT THAT PART OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS, FURTHER DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF MANNHEIM ROAD AS DEDICATED PER DOCUMENT NUMBER 20088837, RECORDED MARCH 20, 1967 IN THE RECORDER’S OFFICE OF COOK COUNTY, ILLINOIS AND THE CENTER LINE OF WILLOW CREEK, THENCE NORTH ALONG SAID EAST LINE OF MANNHEIM ROAD 45.62 FEET, THENCE EAST AT RIGHT ANGLE 6.00 FEET TO A LINE 6 FEET EAST OF AND PARALLEL WITH SAID EAST LINE OF MANNHEIM ROAD, THENCE SOUTH ALONG LAST DESCRIBED LINE 48.00 FEET TO SAID CENTERLINE OF WILLOW CREEK, THENCE NORTHWEST ALONG SAID CENTERLINE OF WILLOW CREEK 6.45 FEET TO THE POINT OF BEGINNING, CONTAINING 0.006 ACRE, EQUIVALENT TO 281 SQUARE FEET, MORE OR LESS. ALSO EXCEPT THAT PART OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS, FURTHER DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF MANNHEIM ROAD AS DEDICATED PER DOCUMENT NUMBER 20088837, RECORDED MARCH 20, 1967 IN THE RECORDER’S OFFICE OF COOK COUNTY, ILLINOIS AND THE CENTER LINE OF WILLOW CREEK; THENCE NORTH 00 DEGREES 17 MINUTES 21 SECONDS WEST PARALLEL WITH SAID CENTER LINE, 29.50 FEET TO THE NORTH LINE OF A PERMANENT EASEMENT PER DOCUMENT NO. 00110555198; THENCE ALONG SAID NORTH LINE THE FOLLOWING 3 COURSES: 1) SOUTH 68 DEGREES 38 MINUTES 56 SECONDS EAST, 220.46 FEET, 2) SOUTH 80 DEGREES 11 MINUTES 06 SECONDS EAST, 50.41 FEET, 3) SOUTH 70 DEGREES 44 MINUTES 01 SECOND EAST, 138.10 FEET TO THE WEST LINE OF RAILROAD AVENUE; THENCE SOUTH 00 DEGREES 17 MINUTES 21 SECONDS EAST ALONG SAID WEST LINE, 45.75 FEET TO THE AFORESAID CENTER LINE OF WILLOW CREEK; THENCE NORTH 68 DEGREES 38 MINUTES 56 SECONDS WEST, 420.30 FEET TO THE POINT OF BEGINNING. PARCEL 1F: THE SOUTH 6 FEET OF THE NORTH 1111.85 FEET OF THE EAST 180 FEET OF THE WEST 7.14 CHAINS OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF Page 30 of 38 5 THE THIRD PRINCIPAL MERIDIAN (EXCEPT THEREFROM THE EAST 30.00 FEET THEREOF), IN COOK COUNTY, ILLINOIS. PARCEL 2: LOTS 1 AND 2 IN ORCHARD HIGGINS SUBDIVISION, BEING A SUBDIVISION OF PART OF THE SOUTHWEST 1/4 OF SECTION 33 TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED FEBRUARY 17, 2016 AS DOCUMENT NO. 1607719068, IN COOK COUNTY, ILLINOIS. PARCEL 3: THAT PART OF RAILROAD AVENUE (AKA ORCHARD PLACE ROAD) VACATED BY ORDINANCE NO. _____________________ RECORDED ______________________, 2016 AS DOCUMENT NO. __________________, IN THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF LOT 2 IN ORCHARD HIGGINS SUBDIVISION RECORDED AS DOCUMENT NO. 1607719068; THENCE NORTH 00 DEGREES 17 MINUTES 21 SECONDS WEST ALONG THE WEST LINE OF SAID LOT 2, A DISTANCE OF 53.34 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 42 MINUTES 39 SECONDS WEST ALONG THE SOUTH LINE OF SAID VACATED RAILROAD AVENUE, 60.00 FEET TO THE SOUTHWEST CORNER OF SAID VACATED RAILROAD AVENUE; THENCE NORTH 00 DEGREES 17 MINUTES 21 SECONDS WEST ALONG THE WEST LINE OF SAID VACATED RAILROAD AVENUE, 440.23 FEET TO THE NORTH LINE OF LAND CONVEYED BY DOCUMENT NO. ______________________; THENCE SOUTH 58 DEGREES 24 MINUTES 44 SECONDS EAST, ALONG SAID NORTH LINE 70.66 FEET TO THE EAST LINE OF RAILROAD AVENUE BEING THE NORTHERLY EXTENSION OF THE WEST LINE OF AFORESAID LOT 2; THENCE SOUTH 00 DEGREES 17 MINUTES 21 SECONDS EAST FEET ALONG SAID EAST LINE AND NORTHERLY EXTENSION THEREOF, 402.91 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. PARCEL 4: THAT PART OF LOT 1 IN BLOCK 7 IN ORCHARD PLACE, BEING A SUBDIVISION OF PART OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT RECORDED MAY 9, 1888 IN BOOK 29, PAGE 30, AS DOCUMENT 955011, CONDEMNED FOR HIGHWAY IN CASE NO. 54C3865 AND DESCRIBED AS FOLLOWS: THAT PART OF LOT 1 LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE WEST LINE OF SAID LOT 1, SAID POINT BEING 76.31 FEET SOUTHERLY OF THE NORTH TIP Page 31 of 38 6 OF SAID LOT 1, MEASURED ON THE WEST LINE THEREOF; THENCE TO A POINT IN THE EAST LINE OF SAID LOT 1, SAID POINT BEING 94.32 FEET SOUTHERLY OF THE NORTH TIP OF LOT 1 AFORESAID, MEASURED ON THE WEST LINE THEREOF). PINS: 09-33-305-002-0000, 09-33-305-005-0000, 09-33-305-006-0000, 09-33-305-009-0000, 09-33-305-010-0000, 09-33-305-013-0000, 09-33-305-014-0000, 09-33-306-001-0000, 09-33-306-001-0000, 09-33-309-002-0000, 09-33-309-003-0000, 09-33-309-004-0000, 09-33-309-005-0000, 09-33-309-010-0000, p.t 09-33-500-005-0000 Commonly known as 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road, Des Plaines, Illinois B. The Development Parcel consists of the Subject Property with the exception of Lots 1, 2, 4, and 8 as depicted on the Proposed Preliminary Plat of PUD, which Lots shall be retained by the City and not incorporated into the Petitioner’s proposed planned unit development at this time. SECTION 3. APPROVAL OF PROPOSED PRELIMINARY PLAT OF PUD. Subject to and contingent upon the conditions set forth in Section 7 of this Ordinance, and pursuant to Section 12-3-5 of the Zoning Ordinance, the City Council hereby approves the Proposed Preliminary Plat of PUD, titled “Preliminary Plat of the Orchards at O’Hare,” consisting of one sheet, prepared by Haeger Engineering, and with a latest revision date of June 22, 2016, a copy of which is attached to and, by this reference, made a part of this Ordinance as Exhibit A. The City Council hereby directs the Zoning Administrator to accept the Proposed Preliminary Plat of PUD for the Development Parcel, subject to and contingent upon the conditions set forth in Section 7 of this Ordinance. Page 32 of 38 7 SECTION 4. ACKNOWLEDGEMENT OF REQUEST FOR HEIGHT EXCEPTION AND LOCALIZED ALTERNATIVE SIGN REGULATION. A. The City Council hereby acknowledges that pursuant to Section 12-3-5.C of the Zoning Ordinance, the Petitioner has requested, and the Proposed Preliminary Plat of PUD contemplates, an exception to permit a maximum building height of 61.3 feet, where a maximum height of 45 feet is allowed in C-3 General Commercial District as set forth in Section 12-7-3 F of the Zoning Ordinance. At the time of consideration of a proposed final plat of planned unit development (“Final Plat of PUD”) for the Development Parcel, a final plat of subdivision for the Subject Property, and a final development plan for the Development Parcel, the City Council will consider the requested exception set forth in this Section 4.A. B. The City Council hereby acknowledges that pursuant to Section 12-11-8 of the Zoning Ordinance, the Petitioner has requested, and the Proposed Preliminary Plat of PUD contemplates, the approval of a localized alternative sign regulation plan for the Development Parcel. At the time of consideration of a proposed Final Plat of PUD, a final plat of subdivision for the Subject Property, and a final development plan for the Development Parcel, the City Council will consider the requested localized alternative site plan set forth in this Section 4.B. SECTION 5. SUBMISSION OF FINAL PLAT OF PLANNED UNIT DEVELOPMENT AND FINAL PLAT OF SUBDIVISION. Pursuant to and in accordance with Section 12-3-5.D.3 of the Zoning Ordinance and Section 13-2-4 of the Subdivision Code, the adoption of this Ordinance authorizes the Petitioner to submit a Final Plat of PUD for the Development Parcel and a final plat of subdivision for the Subject Property to the City. SECTION 6. EFFECT OF APPROVAL OF PROPOSED PRELIMINARY PLAT OF PUD. Pursuant to Section 12-3-5.D.3 of the Zoning Ordinance, the approval of the Proposed Page 33 of 38 8 Preliminary Plat of PUD for the Development Parcel, as provided in Section 3 of this Ordinance, will not be deemed or interpreted as authorizing or entitling the development or the improvement of the Development Parcel in any manner whatsoever unless and until the City Council approves, by ordinance or resolution duly adopted, as the case may be: (i) a conditional use permit for a planned unit development for the Development Parcel, pursuant to Section 12-3-5.D.5 of the Zoning Ordinance; and (ii) a final plat of subdivision for the Subject Property, pursuant to Section 13-2-8 of the Subdivision Regulations. Nothing herein will be deemed or interpreted as obligating or requiring the City Council to approve a conditional use permit for a planned unit development or a final plat of subdivision. Further, the City Council has no obligation to consider or approve a conditional use permit for a planned unit development or a final plat of subdivision unless and until: A. The Petitioner complies with the applicable procedures for the review and approval of a Final Plat of PUD for the Development Parcel, as set forth in Section 12-3- 5.D.5 of the Zoning Ordinance; and B. The Petitioner complies with the applicable procedures for review and approval of a final plat of subdivision for the Subject Property, as set forth in Chapter 2 of the Subdivision Regulations. The prohibitions in this Section 6 do not apply to the testing, environmental remediation, and site preparation work permitted to be conducted on the Development Parcel by the Petitioner pursuant to the “Temporary License and Hold Harmless Agreement for TIF 7 Site Preparation Work” between the City and the Petitioner, dated as of June 22, 2016. SECTION 7. CONDITIONS OF APPROVAL. The approval of the Proposed Preliminary Plat of PUD granted pursuant to Section 3 of this Ordinance is expressly subject to Page 34 of 38 9 and contingent upon compliance by the Petitioner with each and all of the following conditions, all at the sole cost and expense of the Petitioner: A. The Petitioner must prepare and submit to the City: (i) a Final Plat of PUD for the Development Parcel that meets all the requirements of Section 12-3-5 and Section 12-14-5 (Minimum Submittal requirements for PUDs) of the Zoning Ordinance; and (ii) a final plat of subdivision for the Subject Parcel; that meets all the requirements of the Subdivision Regulations and the comments set forth in the staff memorandum regarding the Petitioner’s application dated June 8, 2016. B. Building elevations for the proposed car wash and free-standing restaurant shall be provided at time of Final Plat of PUD application. C. Any development of the parcel depicted as Lot 1 on the Proposed Preliminary Plat of PUD shall be incorporated into the planned unit development on the Development Parcel by amendment to the Final Plat of PUD duly approved by Ordinance by the City Council in accordance with the procedures set forth in Section 12-3-5 G of the Zoning Code. D. The Petitioner must pay all applicable fees for building permits and related approvals. E. The Petitioner must obtain written final engineering approval of the Proposed Development from the City Director of Public Works and Engineering, which approval shall be specifically conditioned upon satisfaction of the comments provided in the May 18, 2016 Memorandum from John La Berg to Tim Oakley regarding The Orchards at O’Hare. Page 35 of 38 10 F. The Petitioner must simultaneously with the recording of the Final Plat of PUD, record against the Development Parcel a Declaration of Covenants in a form acceptable to the City’s General Counsel that provides for the shared maintenance of all utilities, landscaping, paved areas (including snow plowing), and other common areas of the Development Parcel. G. The Petitioner must comply with the Amended and Restated Redevelopment and Economic Incentive Agreement by and between the City of Des Plaines and the Petitioner dated as of [INSERT DATE] and approved by Ordinance No. [INSERT NUMBER]. H. The final plans submitted with the Final Plat of PUD shall be in substantial compliance with the following, subject only to changes approved by the City Council: 1. Preliminary Site Plan prepared by Haeger Engineering, consisting of one sheet with a latest revision date of June 22, 2016; 2. Preliminary Engineering Plans prepared by Haeger Engineering, consisting of eight sheets with a latest revision date of May 13, 2016; 3. Preliminary Landscape Plan prepared by Eriksson Architecture, consisting of one sheet with a latest revision date of May 13, 2016; 4. Hotel Floorplan and Elevations prepared by LJA Architecture, consisting of three sheets with a latest revision date of May 13, 2016; and 5. Mart Floorplan and Elevations prepared by Eriksson Architecture, consisting of two sheets with a latest revision date of May 13, 2016. Page 36 of 38 11 SECTION 8: TIME PERIOD FOR SUBMISSION OF FINAL PLAT OF PLANNED UNIT DEVELOPMENT AND FINAL PLAT OF SUBDIVISION. Pursuant to and in accordance with Section 12-3-4.E.3 of the Zoning Ordinance and Section 13-2-10.B of the Subdivision Regulations, respectively, the Petitioner must submit for review and approval by the City: (a) a Final Plat of PUD for the Development Parcel no later than the date that is 180 days after the effective date of this Ordinance; and (b) a final plat of subdivision for the Subject Property no later than the date that is 12 months after the effective date of the approval of the Proposed Tentative Plat of Subdivision by the Board. SECTION 9. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. SECTION 10. SEVERABILITY. If any paragraph, section, clause or provision of this Ordinance is held invalid, the remainder shall continue in full force and effect without affecting the validity of the remaining portions of the Ordinance. PASSED this _____day of ____________, 2016. APPROVED this _____ day of ____________, 2016. VOTE: AYES _____ NAYS _____ ABSENT ______ MAYOR ATTEST: CITY CLERK Published in pamphlet form this Approved as to form: ______ day of ________________, 2015. CITY CLERK Peter M. Friedman, General Counsel Page 37 of 38 consulting engineers HAEGER ENGINEERINGland surveyors File Name:Layout: Jun 22, 2016 - 6:05pmPRELIMINARY PLAT todd-s Plot Date: Plotted By:P:\2015\15180\Drawings\Final Survey\15180-Plat of Subdivision.dwgEasement Notes 1. All existing easements that are to be abrogated, vacated and released prior to or with the recording of final plat are not shown hereon.2. Lot 8 (Billboard Parcel) is also an easement for ingress/ egress, public utilities & drainage.3. Easements for public utilities shall be granted during Final Plat and Final Engineering phase after coordination with public utility companies.4. Easement provisions shall be determined during Final Plat phase of project.Area Table LOT #1 2 3 4 5 6 7 8 R.O.W.S.F.65,241 24,442 139,749 13,650 67,325 43,214 33,238 5,237 3,764Ac.1.4977 0.5611 3.2082 0.3134 1.5456 0.9921 0.7630 0.1202 0.0864 Ex h i b i t A Page 38 of 38 COMMUNITY AND ECONOMIC DEVELOPMENT DEPARTMENT 1420 Miner Street Des Plaines, IL 60016 P: 847.391.5380 desplaines.org Date: July 1, 2016 To: Michael G. Bartholomew, MCP, LEED AP, City Manager From: Stewart Weiss, City Attorney, Holland & Knight Lauren Pruss, AICP, Economic Development Coordinator Subject: Amended Agreements for the Redevelopment of City-Owned Property at Mannheim and Higgins Roads, TIF #7 (6th Ward) Issue: The City has entered in to agreements with O’Hare Real Estate, LLC (“Developer”) for the purchase and redevelopment of the City-owned property located within TIF 7. Since the adoption of these Agreements in February, a number of changes have occurred to the proposed development which affect these agreements, and as such, they must be amended. Analysis: On February 2, 2016, the City entered in to a Redevelopment and Economic Incentive Agreement, a Purchase, Sale, and Escrow Agreement, and a Purchase Option Agreement with the Developer for the redevelopment of the City-owned parcels located within TIF 7 between Mannheim Road and Orchard Place. The City subsequently purchased the adjoining 6.0509 acres of land from the Rosemont Park District and commenced negotiations with the contract purchaser of the original City parcels to expand the proposed redevelopment to the larger site. As a result of these negotiations, a number of items related to the redevelopment have been agreed upon which require the following amendments to the agreements: • The agreements must be amended to reflect the sale and redevelopment of the larger 6.509 acre parcel. • The City has agreed to construct right-of-way improvements to Mannheim Road in exchange for forgoing the construction of the northerly 400 feet of Orchard Place and vacating that right of way to the developer. • The City has agreed to construct compensatory storage along Willow Creek to remove portions off the site from the floodplain and increase the percentage of developable property on the land to be acquired by the Developer Recommendation. Approve the attached ordinances and resolutions. LP/lp MEMORANDUM Page 1 of 139 Ordinance M – 21 – 16 Approving the Sale of City Owned Property Located at 2985-3003 Mannheim Road, 3011-3045 Orchard Place and 10194, 10246 and 10256 Higgins Road, Des Plaines, Illinois as well as First Amendments to Sale, Purchase, and Escrow Agreement and Purchase Option Agreement Exhibit A: Amended and Restated Redevelopment and Economic Incentive Agreement Exhibit B: First Amendment to Sale, Purchase and Escrow Agreement Exhibit C: First Amendment to the Purchase Option Agreement Ordinance Z – 10 – 16 Vacating the Orchard Place Right of Way Exhibit A: Plat of Vacation Page 2 of 139 CITY OF DES PLAINES ORDINANCE M - 21 - 16 AN ORDINANCE APPROVING THE SALE OF CITY OWNED PROPERTY LOCATED AT 2985-3003 MANNHEIM ROAD, 3011-3045 ORCHARD PLACE AND 10194, 10246 AND 10256 HIGGINS ROAD, DES PLAINES, ILLINOIS, AN AMENDED AND RESTATED REDEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT, AS WELL AS FIRST AMENDMENTS TO SALE, PURCHASE, AND ESCROW AGREEMENT AND PURCHASE OPTION AGREEMENT. WHEREAS, O’Hare Real Estate LLC (“Developer”), desires to purchase that certain real property consisting of approximately 6.509 acres, located in the C-3 General Commercial Zoning District (“C-3 District”), commonly known as 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road, Des Plaines, Illinois ("Subject Property"); and WHEREAS, the City of Des Plaines (“City”) is the current record title holder to the Subject Property; and WHEREAS, the Petitioner desires redevelop the Subject Property with a commercial planned unit development consisting of a minimum 128 room hotel with a Class A restaurant; a gasoline service station with convenience store and up to two Class B restaurants; a car wash; and one freestanding Class A restaurant (“Proposed Development”); and WHEREAS, the City and the Developer previously entered into a Sale, Purchase, and Escrow Agreement and a Redevelopment and Economic Incentive Agreement, both dated as of February 2, 2016, to allow for the sale and redevelopment of a portion of the Subject Property; and WHEREAS, the City and the Developer also entered into a Purchase Option Agreement with the Developer, dated February 2, 2016, to acquire the eastern portion of the Subject Property if the City acquired title to such property from the Rosemont Park District (collectively with the Sale, Purchase, and Escrow Agreement, and the Redevelopment and Economic Incentive Agreement, the “Original Agreements”); and WHEREAS, since that time, the City acquired title to the eastern portion of the Subject Property from the Rosemont Park District pursuant to a Special Warranty Deed dated March 16, 2016 and recorded in the Office of the Cook County Recorder on March 17, 2016 as Document No. 1607719067; and WHEREAS, the City and the Developer now desire to amend the Original Agreements in their entirety to allow the Developer to construct a larger version of the Proposed 1 Page 3 of 139 Development on the Subject Property; and WHEREAS, the City Council has determined that it is in the best interest of the City to enter into (i) an Amended and Restated Redevelopment and Economic Incentive Agreement, (ii) a First Amendment to the Sale, Purchase, and Escrow Agreement, and (ii) a First Amendment to the Purchase Option Agreement, with the Developer and to convey the Subject Property to the Developer in accordance with the terms of these agreements; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Des Plaines, Cook County, Illinois, in the exercise of its home rule powers, as follows: SECTION 1: RECITALS. The foregoing recitals are incorporated into, and made a part of, this Ordinance as findings of the City Council. SECTION 2:APPROVAL OF AGREEMENTS. A. The City Council hereby approves the Amended and Restated Redevelopment and Economic Incentive Agreement in substantially the form attached to this Ordinance as Exhibit A, and in a final form to be approved by the General Counsel. B. The City Council hereby approves the First Amendment to the Sale, Purchase, and Escrow Agreement in substantially the form attached to this Ordinance as Exhibit B, and in a final form to be approved by the General Counsel; and C.The City Council hereby approves the First Amendment to the Purchase Option Agreement in substantially the form attached to this Ordinance as Exhibit C, and in a final form to be approved by the General Counsel. SECTION 3:AUTHORIZATION TO EXECUTE AGREEMENTS AND CONVEY SUBJECT PROPERTY. Pursuant to and in accordance with Section 1-12-5 of the City Code and the home rule powers of the City, the City Council hereby: A.Determines that the Subject Property is no longer necessary, appropriate, required for the use of, profitable to, or for the best interests of the City; 2 Page 4 of 139 B.Authorizes and directs the City Manager and the City Clerk to execute and seal, on behalf of the City, (i) the final Amended and Restated Redevelopment and Economic Incentive Agreement, (ii) the final First Amendment to the Sale, Purchase, and Escrow Agreement, (iii) the final First Amendment to the Purchase Option Agreement, and all other documents approved by the General Counsel necessary to transfer title to the Subject Property to the Developer; and C.Authorizes and directs the City Manager to take all other actions necessary to transfer title to the Property to the Developer in accordance with the terms of the Purchase, Sale, and Escrow Agreement, as amended and the Purchase Option Agreement, as amended. SECTION 4:EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage, approval, and publication in pamphlet form according to law. PASSED this _____ day of _________________, 2016. APPROVED this _____ day of ___________________, 2016. VOTE: AYES ______ NAYS ______ ABSENT ______ MAYOR ATTEST: CITY CLERK Published in pamphlet form this Approved as to form: ____ day of ____________, 2016. ________________________________ CITY CLERK Peter M. Friedman, General Counsel 3 Page 5 of 139 EXHIBIT A Amended and Restated Redevelopment and Economic Incentive Agreement Exhibit A Exhibit A Page 6 of 139 CC Review Draft 6/30/16 THIS INSTRUMENT PREPARED BY: Peter M. Friedman Holland & Knight LLP 131 S. Dearborn Street 30th Floor Chicago, Illinois 60603 AMENDED AND RESTATED REDEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE CITY OF DES PLAINES AND O’HARE REAL ESTATE, LLC, FOR THE ORCHARDS AT O’HARE DEVELOPMENT (2985-3003 MANNHEIM ROAD, 3011-3045 ORCHARD PLACE, AND 10194, 10246 AND 10256 HIGGINS ROAD) DATED AS OF JULY ___, 2016 Exhibit A Page 7 of 139 CC Review Draft 6/30/16 TABLE OF CONTENTS Page SECTION 1.RECITALS.........................................................................................................1 SECTION 2.DEFINITIONS; RULES OF CONSTRUCTION..................................................3 SECTION 3.CONVEYANCE OF DEVELOPMENT PARCEL...............................................9 SECTION 4.DEVELOPMENT OF PROJECT......................................................................11 SECTION 5.PROJECT APPROVALS.................................................................................14 SECTION 6.IMPROVEMENTS............................................................................................16 SECTION 7.COMMENCEMENT AND COMPLETION OF CONSTRUCTION....................20 SECTION 8.CONDUCT OF CONSTRUCTION...................................................................22 SECTION 9.RECAPTURES, CONTRIBUTIONS, SPECIAL ASSESSMENTS, AND SSAS..........................................................................................................................24 SECTION 10.PAYMENT OF FEES.......................................................................................25 SECTION 11.PERFORMANCE SECURITY..........................................................................25 SECTION 12.FINANCIAL INCENTIVES...............................................................................26 SECTION 13.LIABILITY AND INDEMNITY OF CITY...........................................................35 SECTION 14.NATURE, SURVIVAL, AND TRANSFER OF OBLIGATIONS.......................36 SECTION 15.TERM...............................................................................................................38 SECTION 16.DEVELOPER REPRESENTATIONS, COVENANTS, AND WARRANTIES................................................................................................................38 SECTION 17.CITY REPRESENTATIONS AND WARRANTIES..........................................40 SECTION 18.ENFORCEMENT.............................................................................................40 SECTION 19.DEFAULT........................................................................................................40 SECTION 20.GENERAL PROVISIONS................................................................................43 Exhibit A Page 8 of 139 CC Review Draft 6/30/16 AMENDED AND RESTATED REDEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE CITY OF DES PLAINES AND O’HARE REAL ESTATE, LLC FOR THE ORCHARDS AT O’HARE DEVELOPMENT (2985-3003 MANNHEIM ROAD, 3011-3045 ORCHARD PLACE, AND 10194, 10246 AND 10256 HIGGINS ROAD) THIS AMENDED AND RESTATED REDEVELOPMENT AND INCENTIVE AGREEMENT ("Agreement") is made as of the ____ day of July, 2016 by and between the CITY OF DES PLAINES, an Illinois home rule municipal corporation (“City") and O’HARE REAL ESTATE, LLC, an Illinois limited liability company ("Developer"), IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in this Agreement, and pursuant to the City’s home rule powers as set forth in Section 6, Article VII of the Illinois Constitution, and the TIF Act, the Parties agree as follows: SECTION 1.RECITALS.1 A. The City is a home rule unit by virtue of the provisions of the 1970 Constitution of the State of Illinois. B.The City has the authority, pursuant to the laws of the State of Illinois, to promote the health, safety, and welfare of the City and its inhabitants, to prevent the spread of blight, to encourage private development to enhance the local tax base, to increase employment, and to enter into contractual agreements with third parties for the purpose of achieving these goals. C. The City owns fee simple title to a 9.0877 acre site south of the Jane Adams Tollway, east of Mannheim Road, and west of the Canadian National (formerly Wisconsin Central Ltd.) railroad right-of-way in the City of Des Plaines as more fully described and depicted in Exhibit A (“Subject Property”). D. The Subject Property is located in the C-3 General Commercial Zoning District and consists of nine separate parcels which are currently unoccupied and unimproved with the exception of a commercial billboard on the northwest portion of the Subject Property. E. In response to a request for proposals (“RFP”) issued by the City in January of 2015, the Developer submitted a proposal to redevelop the portion of the Subject Property located west of Orchard Place with a phased commercial development including an automotive service station with two food service operations, a car wash, a free-standing restaurant, and a hotel. F. The Mayor and the City Council determined that the Developer’s Project Proposal was the most favorable proposal for the City. 1All capitalized words and phrases throughout this Agreement have the meanings set forth in the preamble above and in Section 2 of this Agreement, or as elsewhere specifically defined in this Agreement. If a word or phrase is not specifically defined in this Agreement, it has the meaning ascribed to it in the Zoning Ordinance or the Subdivision Regulations. Exhibit A Page 9 of 139 CC Review Draft 6/30/16 2 #46933831_v3 G. The City and the Developer previously entered into a Redevelopment and Economic Incentive Agreement dated as of February 2, 2016 (“Original Redevelopment Agreement”) and a Purchase, Sale and Escrow Agreement dated as of February 2, 2016 (“Original PSA”) to allow for the development of the Project on the portion of the Subject Property located west of Orchard Place. H. Since that time, the City acquired title to the eastern portion of the Subject Property from the Rosemont Park District (“District”) pursuant to a Special Warranty Deed dated March 16, 2016 and recorded in the Office of the Cook County Recorder on March 17, 2016 as Document No. 1607719067. I. The Developer now seeks to purchase from the City, and the City desires to sell to the Developer a 6.509 acre portion of Subject Property, herein referred to as the “Development Parcel,” for the purpose of developing, leasing, constructing, and operating the Project thereupon. J. The District retained ownership of the District Retained Parcel, a small parcel of property adjacent to the I-90 right-of-way on which the District maintains the District Billboard and which is the subject of a Billboard Easements and Covenant Agreement between the City and the District, dated as of March 16, 2016 and recorded in the Office of the Cook County Recorder on March 17, 2016 as Document No. 1607719069. K. The City and the Developer wish to amend and restate the Original Redevelopment Agreement in its entirety to allow the Developer to construct a larger version of the Project on the expanded Development Parcel. L. The City will retain ownership of the portion of the Subject Property, herein referred to as the “City Retained Parcel,” that is improved with the City Billboard. M. The Subject Property is located within the City’s Tax Increment Financing District #7 (“TIF 7”) which was established on October 14, 2014, pursuant to the TIF 7 Approvals after giving all notices and conducting all public hearings required by law. N. The City is authorized under the provisions of the TIF Act to finance redevelopment in accordance with the conditions and requirements set forth in the TIF Act. O. As of the Effective Date, the City receives sales tax revenue on the sale of general merchandise and qualifying food and over-the-counter drugs. In addition, the City imposes a home rule retailers’ occupation tax in the amount of 1% of the gross receipts of tangible personal property sold at retail in the City, pursuant to Section 15-1-13 of the City Code and the City’s home rule power. P. As of the Effective Date, the City also imposes a home rule hotel-motel operator’s occupation tax in the amount of 7% of gross rental receipts from the renting, leasing, or letting of hotel and motel rooms as well as a privilege tax in the amount of 4% per day for the privilege of renting a hotel or motel room within an area defined as the O’Hare Corridor. The Subject Property is located within the City’s designated O’Hare Corridor. Q. The City has determined that the development and operation of the Project on the Subject Property will generate significant Sales Tax Revenue, Hotel Tax Revenue, and Incremental Property Taxes for the City, as well as the school, library, and park districts Exhibit A Page 10 of 139 CC Review Draft 6/30/16 3 #46933831_v3 that serve City residents, and is consistent with, and will further the goals of, the City’s Comprehensive Plan. R. The development of the Project will require the City and the Developer to expend significant funds to construct public and private Improvements that will directly benefit the Subject Property, the TIF 7 Redevelopment Project Area, the surrounding properties, and the City as a whole. S. The costs of the Improvements necessary to complete the Project are significant and the parties acknowledge that the economic incentives set forth in this Agreement are necessary for the development of the Project on the Subject Property. T. The Mayor and City Council have determined that this Agreement is necessary and appropriate to provide for the redevelopment of the Subject Property with the Project and for the related economic development benefits to the City. U. To stimulate and induce the redevelopment of the Subject Property, the City has agreed in accordance with the terms and provisions of this Agreement, to: 1. reimburse the Developer for certain Redevelopment Project Costs associated with the Project with a portion of the Incremental Property Taxes collected in TIF 7, all in accordance with the terms and provisions of the TIF Act; 2. provide the Developer with a partial rebate of Sales Tax Revenue that will be collected as a result of the redevelopment of the Development Parcel; and 3. provide Developer with a partial rebate of Hotel Tax Revenue that will be collected as a result of the redevelopment of the Development Parcel. V. On June 14, 2016, the City’s Planning and Zoning Board held a public hearing to consider the Developer’s plan for the Project and recommended, by a vote of 7-0, that the City Council approve the Preliminary PUD Plat for the Project. W. The Corporate Authorities, after due and careful consideration, have concluded that authorizing the development and use of the Subject Property for the Project pursuant to and in accordance with this Agreement would: (1) further enable City to control the development of the area in general and the Subject Property specifically; (2) eliminate certain blight factors and characteristics found in TIF 7; (3) produce increased tax revenues for the various taxing districts authorized to levy taxes within TIF 7; and (4) serve the best interests of the City. X. The City and the Developer desire to enter into this Agreement to enable the development, use, and occupancy of the Subject Property in a manner consistent with the City’s Comprehensive Plan, and in a manner that will enhance the economic vitality of the City and ensure the unified and proper use and development of the Subject Property in accordance with this Agreement and the Requirements of Law. SECTION 2.DEFINITIONS; RULES OF CONSTRUCTION. A.Definitions. Whenever used in this Agreement, the following terms shall have the following meanings unless a different meaning is required by the context: “Car Wash”: Automatic tunnel car wash to be located on the Car Wash Sub-Parcel. Exhibit A Page 11 of 139 CC Review Draft 6/30/16 4 #46933831_v3 “Car Wash Sub-Parcel”: The 0.7630 acre portion of the Development Parcel designated for the construction and operation of the Car Wash, designated as Lot 7 on the Preliminary PUD Plat. “Certified Costs”: Those Redevelopment Project Costs incurred by the Developer that have been approved by the City for reimbursement from the TIF 7 Fund pursuant to the TIF Act. “City Billboard”: The double-faced commercial billboard located on the City Retained Parcel. "City Clerk": The duly elected City Clerk of the City. “City Code”: The City Code of the City of Des Plaines, as the same may be amended from time to time. “City Improvements”: Those public improvements described in Section 6.A of this Agreement including the Orchard Place Improvements, the Higgins Road Water Main, and the Mannheim Road Improvements. "City Manager": The duly appointed City Manager of the City. “City Representative”: The Director of the City’s Community and Economic Development Department, or such other person as the City Manager may designate in writing to the Developer. “City Retained Parcel””: The 0.1202 acre portion of the Subject Property that the City will retain ownership of after the conveyance of the Development Parcel, which is more specifically described and depicted in Exhibit A-2, designated as Lot 8 on the Preliminary PUD Plat. "Corporate Authorities": The Mayor and City Council of the City of Des Plaines, Illinois. “Creek Parcels”: The 0.875 acre portions of the Subject Property that are occupied by the Willow Creek creek bed, shoreline, and appurtenant retaining walls and compensatory stormwater storage facilities, designated as Lots 2 and 4 on the Preliminary PUD Plat. "Declaration of Covenants, Conditions, Restrictions, and Easements" or "Declaration": The document to be prepared and executed by the Developer pursuant to Section 5.B.3 of this Agreement that defines the rights and responsibilities of the owners, tenants, and ground lessees of the Development Parcel and all Sub-Parcels and their successors with regard to access, circulation, parking, and maintenance of certain components of the Subject Property and the Improvements. “Developer Improvements”: Except as specifically excluded by this definition, all of the on-site and off-site public and private improvements to be made in connection with the development of the Project, including, without limitation, the improvements specifically listed in Section 6.B of this Agreement and the improvements identified in the Final Engineering Plan and the Final Landscape Plan to be approved by the City Engineer pursuant to Section 5.B of this Agreement. The definition of "Improvements" does not include (i) the private buildings Exhibit A Page 12 of 139 CC Review Draft 6/30/16 5 #46933831_v3 described in Section 4.A of this Agreement to be constructed on the Development Parcel or (ii) the City Improvements. “Development Parcel”: The 6.509 acre portion of the Subject Property that will be subdivided and conveyed to the Developer and on which the Project will be constructed which is more specifically described and depicted in Exhibit A-1, consisting of Lots 3, 5, 6 and 7 on the Preliminary PUD Plat including the portions of Orchard Place to be vacated by the City and conveyed to the Developer. “District Retained Parcel””: The 0.0855 acre parcel of property, completely encircled by the Subject Property, owned by the Rosemont Park District and improved with the District Billboard which is more specifically described and depicted in Exhibit A-3. "Effective Date": The date set forth in the first sentence on Page 1 of this Agreement. “Equity Interests”: Shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, institution, public benefit corporation, joint venture, entity or governmental body, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. "Events of Default": Defined in Section 19.A of this Agreement with respect to the Developer and in Section 19.B of this Agreement with respect to the City. “Final Plat”: A plat of subdivision approved pursuant to the Subdivision Regulations (i) dividing the Development Parcel from the City Retained Parcel and the Creek Parcels; and (ii) dividing the Development Parcel into four separate Sub-Parcels corresponding to the proposed commercial uses. “Gross Receipts” shall have the meaning ascribed to it in the Retailers’ Occupation Tax Act. “Home Rule Sales Tax”: The sales tax imposed in the City pursuant to the City’s Home Rule Sales Tax Ordinance (City Code Section 15-1-3) under the Home Rule Municipal Retailers’ Occupation Tax Act (65 ILCS 5/8-11-1). The Home Rule Sales Tax as of the Effective Date is 1% percent. “Hotel”: The hotel with a minimum of 128 rooms to be constructed by Bask Development, Inc. under the control or direction of the Developer on the Hotel Sub-Parcel. The Hotel will include amenities standard to select service hotel chains. The Hotel building will also include a tenant space for a Class A Restaurant. “Hotel Sub-Parcel”: That 3.2082 acre portion of the Development Parcel designated for the construction and operation of the Hotel and accessory parking, designated as Lot 3 on the Preliminary PUD Plat. “Hotel Tax Revenue” The proceeds of the Hotel-Motel Operator’s Occupation Tax (7% of gross rental receipts) and the City’s O’Hare Corridor Privilege Tax (4% of gross rental receipts) to be collected from the operation of the Hotel on the Development Parcel. Exhibit A Page 13 of 139 CC Review Draft 6/30/16 6 #46933831_v3 "IDOT": The Illinois Department of Transportation. "IEPA": The Illinois Environmental Protection Agency. “Improvements”: The City Improvements and the Developer Improvements collectively. "Incremental Property Taxes": The ad valorem taxes, if any, arising from the taxes levied upon the Development Parcel, which taxes are attributable to the increases in the then current equalized assessed valuation (“EAV”) of each taxable lot, block, tract, or parcel in the Development Parcel over and above the total initial EAV of each such lot, block, tract, or parcel of real property, all as determined by the County Clerk of Cook County, Illinois, pursuant to and in accordance with the TIF Act, the TIF 7 Approvals and this Agreement. “Lot 1”: The 1.4977 acre portion of the Subject Property located to the east of Orchard Place, north of Higgins Road, south of Willow Creek, and west of the Canadian National (formerly Wisconsin Central, Ltd.) railroad right-of-way, designated as Lot 1 on the Preliminary PUD Plat. "Municipal Sales Tax": The portion or component of the Sales Tax Revenue collected by the commercial tenants from sales generated by commercial uses on the Development Property that the City actually receives from the State of Illinois. “Outside Completion Date”: The date by which all phases of the Project must be completed, approved, and operational. The Outside Completion Date is listed in the Project Phasing Plan and Schedule. "Parties": The Developer and the City. "Person": Any corporation, partnership, individual, joint venture, trust, estate, association, business, enterprise, proprietorship, or other legal entity of any kind, either public or private, and any legal successor, agent, representative, or authorized assign of the above. “Pledged Hotel Tax Funds”: As defined in Section 12.C. “Pledged Sales Tax Funds”: As defined in Section 12.B. “Pledged TIF Funds”: As defined in Section 12.A. “Preliminary PUD Plat”: The “Preliminary Plat of The Orchards at O’Hare” prepared by Haeger Engineering, consisting of one sheet, with a latest revision date of May 13, 2016, approved on [INSERT DATE] by Ordinance No. Z-12-16. A copy of the Preliminary PUD Plat is attached hereto as Exhibit B. “Project”: The Service Station, the Car Wash, the Restaurant, the Hotel, and the Developer Improvements. “Project Approvals”: Those specific development approval ordinances, resolutions, permits, and licenses identified in Section 5 of this Agreement. "Redevelopment Plan": The redevelopment plan and project for the TIF District adopted by City of Des Plaines Ordinance No. M-39-14. Exhibit A Page 14 of 139 CC Review Draft 6/30/16 7 #46933831_v3 "Redevelopment Project Costs": All qualifying redevelopment project costs authorized in the TIF 7 Redevelopment Plan and Project and defined by the TIF Act (65 ILCS 5/11-74.4- 3(q)), incurred for: (i) land and property acquisition and assembly costs; (ii) demolition, site preparation, environmental cleanup and related costs; (iii) public infrastructure improvements; (iv) interest costs pursuant to the TIF Act; (v) planning, legal, engineering, administrative, and other professional service costs; and (vi) job training. “Requirements of Law”: All applicable federal, state, and City laws, statutes, codes, ordinances, resolutions, rules and regulations including, without limitation, the City’s Zoning Ordinance and Subdivision Regulations. “Restaurant”: The free-standing Class A Restaurant to be constructed by or under the direction or control of the Developer on the Restaurant Sub-Parcel. “Restaurant Sub-Parcel”: The 1.546 acre portion of the Development Parcel designated for the construction and operation of the Restaurant and accessory parking, designated as Lot 5 on the Preliminary PUD Plat. “Retailers’ Occupation Tax Act”: The Illinois Retailers’ Occupation Tax Act, 35 ILCS 120/1 et seq., as the same has been, and may, from time to time hereafter, be amended. “Sales Tax Revenue”: Any and all taxes imposed and collected by the State of Illinois pursuant to the Home Rule Sales Tax, the Retailer's Occupation Tax Act, and the Service Occupation Tax Act, 35 ILCS 11511 et seq.; and, subject to Section 12.B.5 of this Agreement, any other "sales tax" or successor tax that may be enacted by the State of Illinois that the City is able to verify as being generated from the Development Parcel. “Service Station”: A 24-hour automotive fueling station including multiple fuel pumps for gasoline, diesel fuel, and compressed natural gas, containing a convenience store and up to two Class B Restaurants with a potential drive-through to be constructed on the Service Station Sub-Parcel. “Service Station Sub-Parcel”: The 0.992 acre portion of the Development Parcel designated for the construction and operation of the Service Station and accessory parking, designated as Lot 6 on the Preliminary PUD Plat. “Site Restoration”: As defined in Section 7.E. “Storm Water Facilities”: As defined in Section 6.B. “Subdivision Regulations”: Title 13 of the City Code, as the same may be amended from time to time. “Subject Property”: As defined in Section 1.C. “Sub-Parcels”: Those portions of the Development Parcel designated on the Preliminary PUD Plat and the Final Plat as Lots 3, 5, 6, and 7 and that will be dedicated to the individual commercial uses proposed by the Developer. “Sub-Parcel Owners”: Those Persons that take title to the respective Sub-Parcels. Exhibit A Page 15 of 139 CC Review Draft 6/30/16 8 #46933831_v3 “Substantial Completion”: The stage in the progress of construction of a structure or Improvement on a particular Sub-Parcel, at which the structure or Improvement is sufficiently complete in accordance with this Agreement, the Plans and Specifications, the Project Approvals, and the Requirements of Law, that the Sub-Parcel Owner, tenant, or ground lessee can occupy or utilize the Sub-Parcel for its intended and approved use. "TIF": Tax increment financing, as further defined and described in the TIF Act. “TIF Act”: The Tax Increment Allocation Redevelopment Act (65 ILCS 5/11-74.4-1, et seq.) “TIF 7 Approvals”: The following legislative acts and agreements enacted and entered into by the City for the purpose of stimulating and inducing redevelopment of the TIF 7 Redevelopment Project Area pursuant to the TIF Act: a. City of Des Plaines Ordinance M-39-14 “An Ordinance Approving an Amended Tax Increment Redevelopment Plan and Project for the Higgins Road and Pratt Avenue Redevelopment Project Area,” adopted October 20, 2014; b. City of Des Plaines Ordinance M-40-14 “An Ordinance Designating the Higgins Road and Pratt Avenue Redevelopment Project Area Pursuant to the Tax Increment Allocation Redevelopment Act,” adopted October 20, 2014; c. City of Des Plaines Ordinance M-41-14 “An Ordinance Adopting Tax Increment Allocation Financing for the Higgins Road and Pratt Avenue Redevelopment Project Area,” adopted October 20, 2014; and d. That certain Intergovernmental Agreement Between the City of Des Plaines, Maine Township High School District No. 207. and Des Plaines Community Consolidated School District No. 62 dated August 22, 2014 (“TIF 7 IGA”). "TIF 7 Fund": The special tax allocation fund established for TIF 7 in accordance with the TIF Act and the TIF 7 Approvals. "Transferee Assumption Agreement": Defined in Section 14.A of this Agreement. "Uncontrollable Circumstance": Any of the following events and circumstances that materially change the costs or ability of the Developer to carry out its obligations under this Agreement: a. a change in the Requirements of Law; b. insurrection, riot, civil disturbance, sabotage, act of public enemy, explosion, nuclear incident, war, or naval blockade; c. epidemic, hurricane, tornado, landslide, earthquake, lightning, fire, windstorm, other extraordinary weather conditions preventing performance of work, or other similar act of God; d. governmental condemnation or taking; Exhibit A Page 16 of 139 CC Review Draft 6/30/16 9 #46933831_v3 e. strikes or labor disputes, other than those caused by the unlawful acts of the Developer, its partners, or affiliated entities; f. inability to procure materials, failure of utilities, restrictive governmental law or regulation, fuel shortages; g, delays caused by the breach of this Agreement or default under this Agreement by the City or the failure to timely act by the City, its employees, agents, or elected officials in violation of this Agreement. Provided, however, that Uncontrollable Circumstance shall not include economic hardship, impracticability of performance, commercial, economic, or market conditions, or a failure of performance by a contractor (except as caused by events that are Uncontrollable Circumstances as to such contractor). “Zoning Ordinance” Title 12 of the City Code, as the same may be amended from time to time. B.Rules of Construction. 1. Grammatical Usage and Construction. In construing this Agreement, pronouns include all genders, and the plural includes the singular and vice versa. 2. Headings. The headings, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. 3. Calendar Days. Unless otherwise provided in this Agreement, any reference in this Agreement to "day" or "days" shall mean calendar days and not business days. If the date for giving of any notice required to be given, or the performance of any obligation, under this Agreement falls on a Saturday, Sunday, or federal holiday, then the notice or obligation may be given or performed on the next business day after that Saturday, Sunday, or federal holiday. 4. Other Defined Terms. Capitalized terms not defined in this Agreement shall have the meanings set forth in the Zoning Ordinance or the Subdivision Regulations. C. Original Redevelopment Agreement Replaced. This Agreement is intended to amend in its entirety and replace the Original Redevelopment Agreement, which upon the Effective Date of this Amended and Restated Redevelopment and Economic Incentive Agreement shall be declared to be of no further force or effect. Exhibit A Page 17 of 139 CC Review Draft 6/30/16 10 #46933831_v3 SECTION 3.CONVEYANCE OF DEVELOPMENT PARCEL. A.First Amendment to PSA. The Developer desires to purchase from the City, and the City desires to sell to the Developer, the Development Parcel for the purpose of developing, constructing, and operating the Project. Concurrently with the execution of this Agreement, the City and the Developer shall enter into a First Amendment to the Original PSA to allow for the conveyance of the entire Development Parcel to the Developer (“First Amendment to PSA”). The Original PSA together with the First Amended PSA, shall hereinafter be referred to as the “Amended PSA”. B.Purchase Price; Earnest Money. The purchase price for the Development Parcel will be $1,811,000, subject to prorations, credits, and adjustments as provided in the Amended PSA (“Purchase Price”) which will be payable at closing through a closing escrow. C.Conveyance of Development Parcel. At Closing as defined in Section 3.E, the City will convey fee simple title to the Development Parcel by special warranty deed and shall retain ownership of the Creek Parcels and the City Retained Parcel. D.City’s Reserved Rights over City Retained Parcel and the Creek Parcels. The City will reserve certain rights over the Development Parcel related to its ownership of City Retained Parcel and the use of the City Retained Parcel for the operation and maintenance of the Billboard. The City’s rights with regard will be as set forth in substantially the form of the Billboard Easements and Restrictive Covenant Agreement attached hereto as Exhibit C and will be collectively referred to herein as the “City Reserved Rights”. The City Reserved Rights will be secured by the execution the Billboard Easements and Restrictive Covenant Agreement by the Parties and the contemporaneous recording of that agreement with the deed for the Development Parcel, as well as any of the Project Approvals listed in Section 5 of this Agreement. The City hereby covenants and agrees that it shall not use the City Retained Parcel, or allow the City Retained Parcel to be used, for any commercial use that directly competes or conflicts with the uses approved for inclusion in the Project, including, without limitation, a service station, a restaurant, or a hotel. The Final Plat shall include and depict access and maintenance easements required by the City to enable the City to maintain the Creek Parcels and any appurtenant retaining walls, compensatory stormwater storage, or other improvements located thereupon. E.Closing. Subject to the conditions precedent to closing set forth in Section 3.F, the closing of the sale of the Development Parcel will be conducted in the manner described and at the time set forth in the Amended PSA (“Closing”). F.Conditions Precedent to Closing. The Closing will not occur unless and until all of the following conditions have been satisfied (“Conditions Precedent to Closing”). In the event that the Conditions Precedent to Closing have not occurred by October 31, 2016, either party will have the right to terminate this Agreement and the Amended PSA with no further obligation to the other party. 1. Proof of Project Budget and Developer’s Financial Capability. The Developer shall deliver to the City Representative a budget for the various phases of the Project (the "Project Budget") showing estimated total costs for each phase of the Project in an amount of approximately $28,000,000, together with a Exhibit A Page 18 of 139 CC Review Draft 6/30/16 11 #46933831_v3 certification to the City that the Developer (i) has equity, capital and commitments for construction and mortgage financing in an amount sufficient to pay for all development costs applicable thereto; and (ii) the Project Budget is true, correct and complete in all material respects and accurately represents the estimated costs as of the Closing Date to complete such portion of the Project. 2. Project Approvals. The Developer shall deliver duly approved, conformed, and certified copies of all ordinances, resolutions, permits, licenses and other documents granting the Project Approvals from the City and the Other Governmental Bodies set forth in Section 5 of this Agreement that are necessary to develop the Project on the Development Parcel. 3. Final Plat. The City will provide a fully executed Mylar original of the Final Plat and sufficient copies suitable for recording. 3. City Reservations. The Developer has delivered fully executed version of Billboard Easements and Restrictive Covenant Agreement in a form and substance satisfactory to the City’s General Counsel. 4. Performance Security and Completion Guarantees. The Developer has provided the City, or deposited in escrow, all performance security and guarantees required by Section 11 of this Agreement. G. Recordation. A copy of this Agreement, the Billboard Easements and Restrictive Covenant Agreement, the Final Plat, and the Project Approvals (as appropriate) will be recorded against the Subject Property by the Title Company immediately subsequent to Closing. The Parties will provide all consents necessary to allow such recordation to proceed. SECTION 4.DEVELOPMENT OF PROJECT. A.Project. The Developer has provided the City with a set of preliminary plans depicting the Project, including: 1. Preliminary Site Plan prepared by Haeger Engineering, consisting of one sheet with a latest revision date of June 22, 2016; 2. Preliminary Engineering Plan prepared by Haeger Engineering, consisting of eight sheets with a latest revision date of May 13, 2016; and 3. Preliminary Landscape Plan prepared by Eriksson Architecture, consisting of one sheet with a latest revision date of May 13, 2016; (collectively, the “Preliminary Project Plans”) copies of which is attached hereto as Exhibit D. The Project will be developed in multiple phases with the following permitted commercial uses: 1. The Service Station; 2. The Car Wash; Exhibit A Page 19 of 139 CC Review Draft 6/30/16 12 #46933831_v3 3. The Restaurant; and 4. The Hotel. Each of the commercial uses listed above shall be constructed on the Development Parcel and none of the permitted uses may be replaced or substituted without the permission of the City and a revision of the Project in accordance with the procedures set forth in Sect 4.E. B.General Use and Development Restrictions: Development of the Project shall be pursuant to and in accordance with the following (upon their respective approval, adoption, and effective date): 1. This Agreement; 2. The Final Site Plan; 3. The Final Engineering Plan; 4. The Final Landscaping Plan; 5. The Project Phasing Plan and Schedule; 6. The Project Approvals; and 7. The Requirements of Law. Unless otherwise provided in this Agreement, in the event of a conflict between or among any of the above plans or documents, the plan or document that provides the greatest control and protection for the City, as determined by the City Manager, shall control. All of the above plans and documents shall be interpreted so that the duties and requirements imposed by any one of them are cumulative among all of them, unless otherwise provided in this Agreement. C.Plan Approvals. Prior to commencing construction of each Phase of the Project (as set forth in the Project Phasing Plan and Schedule) the Developer shall provide the plans and specifications relating to the construction of such Phase to the City Representative ("Plans and Specifications"). The Developer shall not be permitted to commence any work on any Phase of the Project without first tendering the Plans and Specifications to the City Representative and receiving the City's approval thereof in accordance with the provisions of this Agreement. After such initial approval, Project Revision Confirmations (as defined in Section 4.E.1) relating to Plans and Specifications shall be submitted to the City Representative pursuant to Section 4.E.1 hereof. Plans and Specifications shall at all times conform to all Requirements of Law. The Developer shall submit all necessary documents to the City's Department of Community and Economic Development (CED) and such other City departments or governmental authorities as may be necessary to acquire building permits and other required approvals for the Project. D.Incorporation of Project Approvals and Plans and Specifications. The Developer acknowledges that to develop the Project, in addition to the Plans and Specifications Exhibit A Page 20 of 139 CC Review Draft 6/30/16 13 #46933831_v3 approvals described in Section 4.C, it must also obtain the Project Approvals set forth in Section 5. The Project Approvals shall be incorporated by reference into this Agreement upon their approval by the City, and the following specific documents shall be physically attached hereto as exhibits prior to the recordation of this Agreement against the Subject Property at Closing: 1. The Final Site Plan for the Project; 2. The Final Engineering Plan for the Project; and 3. The Final Landscape Plan for the Project (collectively, the “Final Project Plans”) copies of which are to be attached hereto as Exhibit D-1 prior to recording. E.Project Revisions. The Parties acknowledge that as of the Effective Date, the Project is still in a conceptual form and that the locations, sizes, and intensities of the approved uses may change. Changes to the Project may be approved by the City only in the following manner: 1. Minor Project Revisions. Any of the following changes to the Project by the Developer will be considered a “Minor Project Revision”: a. The addition of a commercial use that is classified by the Zoning Ordinance as permitted use in the City’s C-3 Zoning District. b. An alteration to the order in which Phases of the Project will be developed. c. A delay in the completion of any Phase as set forth in the Project Phasing Plan and Schedule exceeding three months. d. A change in the location of the approved commercial uses on the Development Parcel. e. A change in the location of access points from the Development Parcel to the public rights-of-way. The Developer must submit a written request to the City Representative detailing the nature of, and the need for, the Minor Project Revision as well as corresponding revised Plans and Specifications. Minor Project Revisions will be approved only through a written consent executed by the City Manager (“Project Revision Confirmation”), which approval shall not be unreasonably withheld. The City Manager, or his designee, will respond to requests for Project Revision Confirmations no less than five business days after submission by the Developer. Executed copies of Project Revision Confirmations will be provided to the Developer and maintained in the City’s building permit files. 2. Major Project Revisions. Any of the following changes to the Project by the Developer will be considered a “Major Project Revision”: Exhibit A Page 21 of 139 CC Review Draft 6/30/16 14 #46933831_v3 a. Elimination of one of the approved commercial uses from the Project. b. Any change to the Project that would require an amendment to the Project Approvals under the Zoning Ordinance or the Subdivision Regulations. c. Any increase in the size of the Project that incorporates additional parcels of real estate. Major Project Revisions will require the approval of the Corporate Authorities by resolution or ordinance duly approved. Amendments to the Project Approvals shall be subject to all public hearing and notice requirements of the Zoning Ordinance and Subdivision Regulations. Approval of any Major Project Revisions shall be within the sole and absolute discretion of the Corporate Authorities and shall be memorialized in amendments or addenda to this Agreement. 3. No other plan changes or field adjustments shall require City approval except as otherwise set forth in the Requirement of Law. F.Development of Sub-Parcels by Persons Other than the Developer. For each Sub- Parcel that will be developed by a Sub-Parcel Owner, a tenant, or a ground lessee, the Developer shall include, or cause to be included, in all leases for said Sub-Parcel a requirement that the tenant or ground lessee strictly comply with the development and construction requirements of this Agreement. SECTION 5.PROJECT APPROVALS. A.City Zoning and Subdivision Approvals. The Developer acknowledges that to develop the Project, it will be required to obtain relief from the City’s Zoning Ordinance and the Subdivision Regulations including, without limitation, the following: 1. Subdivision. The Developer and the City will subdivide the Subject Property into eight parcels, including the City Retained Parcel, the Creek Parcels and the Development Parcel (Lots 3, 5, 6, and 7), and Lot 1, pursuant to and in accordance with the requirements and procedures of Chapter 2 of the Subdivision Regulations, including the submission and approval of engineering plans, and a final plat. The Development Parcel, comprising the four Sub-Parcels corresponding to the approved commercial uses proposed by the Developer, will have separate tax ID numbers. 2. Site Plan Review. The Developer will be required to obtain approval of a site plan for the Development Parcel pursuant to and in accordance with the requirements and procedures of Section 12-3-2 of the Zoning Ordinance. The Final Site Plan for the Development Parcel will be incorporated into the Final Project Plans upon approval. 3. Conditional Use for a Planned Unit Development. The development of the Project as proposed will require the Developer to obtain a conditional use permit for a Planned Unit Development pursuant to and in accordance with the requirements and procedures of Section 12-3-5 of the Zoning Ordinance. Exhibit A Page 22 of 139 CC Review Draft 6/30/16 15 #46933831_v3 4. Localized Alternative Sign Regulation Plan. If the Developer desires to take advantage of the “Localized Alternative Sign Regulations” for all proposed pylon, monument, and directional signed within the Project, the Developer will be required to comply with the provisions and procedures of Section 12-11-8(A) of the Zoning Ordinance. 5. Variations and Exceptions. The Developer will be required to obtain all variations and/or exceptions necessary to render the Development Parcel and the Sub- Parcels legally conforming to the requirements of the Zoning Ordinance pursuant to and in accordance with the requirements and procedures of Section 12-3-6 of the Zoning Ordinance, including, specifically an exception to allow the construction of the Hotel up to a height of 61.3 feet, which is in excess of the maximum permitted height of 45 feet in the C-3 District. 6. Additional Approvals. The Developer acknowledges and agrees that revisions and clarifications to the Project may require it to obtain additional relief from the Zoning Ordinance and the Subdivision Regulations including additional conditional uses, variations, and sign permits. (collectively, the “City Zoning and Subdivision Approvals”). The Developer agrees and acknowledges that the Zoning Ordinance and the Subdivision Regulations require the conduct of properly noticed public hearings before reviewing bodies of the City and duly approved action by the Corporate Authorities to authorize the City Zoning and Subdivision Approvals. Nothing in this provision may be construed as a guarantee or assurance that the City Zoning and Subdivision Approvals will be granted in the form requested by the Developer, or at all. B.Other Required Approvals. 1. Final Engineering Plan and Final Landscape Plan Approval. Prior to submitting an application for a building permit for the first Phase of the Project, the Developer shall submit to the City Representative for his review, acceptance, and approval, in the City’s sole and absolute discretion, the revised engineering and landscape plans for the Project. Such plans shall be generally in compliance with any Preliminary Engineering Plan and the Preliminary Landscaping Plan submitted as part of the subdivision or planned unit development Project Approvals described above and all applicable City codes, ordinances, rules, and regulations, including without limitation the Requirements of Law. Upon approval, those plans shall be the Final Engineering Plan and the Final Landscape Plan, respectively and incorporated into the Agreement. 2. IEPA/Environmental Improvements. The Developer shall take all steps necessary to obtain any and all required permits, approvals, and letters of no- further remediation, from the IEPA authorizing and certifying that the Development Parcel has been remediated to the statutorily required thresholds in accordance with approved remediation plans, including re-enrollment into the state's Site Remediation Program, if required. The Developer shall be solely responsible for all environmental remediation costs with the exception of those included in the Redevelopment Project Costs, which may be reimbursed pursuant to Section 12.A. Exhibit A Page 23 of 139 CC Review Draft 6/30/16 16 #46933831_v3 3. Declaration of Covenants, Conditions, Restrictions, and Easements. Prior to the occupancy of any portion of the Development Parcel, the Developer shall execute and record, the Declaration of Covenants, Conditions, Restrictions, and Easements that clearly defines the rights and responsibilities of the owners, lessees, and occupants of the Development Parcel and the Sub-Parcels, and all of their respective successors and assigns, with regard to (i) cross access by and between the Sub-Parcels and maintenance of, the drive aisles located on the Development Parcel in connection with such cross access, (ii) rights to use shared parking by customers, guests, invitees, and employees of the owners, lessees, and occupants of the Development Parcel and the Sub-Parcels (iii) maintenance and operation of the Storm Water Facilities and all other on-site Improvements serving the Subject Property that have not been dedicated to, and accepted by, the City, and which, if not properly maintained, could have a deleterious impact on surrounding properties; (iv) snow removal and storage on the Subject Property; (v) placement of shared signage on the Development Parcel. The Declaration must include at a minimum the following provisions: a. The Declaration will bind and be recorded against all portions of the Development Parcel; b. The City must be given the right to enforce all covenants contained in the Declaration regarding the items in 3(iii) and 3(iv) above; and c. The City must be given the right, after 30 days' written notice to the owner, owners, tenants, or ground lessees of the applicable Sub-Parcels within the Development Parcel: (i) to perform any maintenance or repair work that the owner(s), tenants, or ground lessees of the applicable Sub- Parcel(s) have neglected to perform with respect to items 3(iii) and 3(iv) above subject to Uncontrollable Circumstances (or to commence and diligently pursue completion of such maintenance work within such 30 day period if such maintenance work is not reasonably capable of being completed within such 30 day period subject to Uncontrollable Circumstances); (ii) to assess the owner(s), tenants, or ground lessees of the applicable Sub-Parcel(s) for such work; and (iii) to have a lien placed against the affected Sub-Parcel(s) belonging to an owner(s) or ground lessee failing to pay such assessment if such assessment is not paid within thirty (45) days after written notice from the City. No occupancy of any portion of the Development Parcel shall be allowed unless the City Manager and the City’s General Counsel shall have first approved, in writing, the Declaration. 4. Licenses and Permits from Other Jurisdictional Bodies. The Developer will be responsible for obtaining all required permits and licenses for the development of the Project from other governmental entities with jurisdiction over the Development Parcel and the Project, including, without limitation, the Federal Aviation Agency (FAA), the Metropolitan Water Reclamation District of Greater Chicago (MWRDGC), and IDOT. C.City Cooperation. The City will cooperate with the Developer in its efforts to obtain the Project Approvals, including scheduling special meetings of reviewing and approving Exhibit A Page 24 of 139 CC Review Draft 6/30/16 17 #46933831_v3 bodies of the City subject to public notice requirements, providing consents to, or joining as co-applicants on, applications for the City Zoning and Subdivision Approvals or the Other Required Approvals; provided, however, that the Developer will be required to pay all application and permit fees for the Project Approvals. D.Post-Development Uses. The Project Approvals shall be for the initial development of the Project and shall not be construed to limit any subsequent uses of the Development Parcel for any subsequently legal permitted use. SECTION 6.IMPROVEMENTS. A.City Improvements. The City will construct and install the following public improvements benefitting the Subject Property: 1. Description of City Improvements. a. Orchard Place Improvements: The City will reconstruct the Orchard Place right-of-way from Higgins Road north to the northern shore of Willow Creek, including the replacement of the existing box culvert bridge over Willow Creek and appurtenant storm sewer and compensatory stormwater storage improvements (“Orchard Place Improvements”). The improved portion of Orchard Place will remain a public road maintained by the City. The remainder of the Orchard Place right-of-way located north of Willow Creek will be vacated by the City pursuant a duly adopted ordinance and conveyed to the Developer as part of the Development Parcel. b. Higgins Road Water Main: The City will extend the existing 12” water main running parallel to Higgins Road that, as of the Effective Date, terminates at eastern edge of the Canadian National railroad right-of-way (“Higgins Road Water Main”) to loop with existing water main serving the parcel on northeast corner of Mannheim and Higgins. The City’s extension of the Higgins Road Water Main will not include service line to Subject Property. The Higgins Road Water Main will remain a public improvement maintained by the City. The Developer will be responsible for constructing any service lines required to provide water service to the Development Parcel and paying all connection and tap-in fees. c. Mannheim Road Improvements: The City will construct (i) an approximately 400 foot long asphalt right-turn/deceleration lane with cement curbing and sidewalks along the western border of the Development Parcel on Mannheim Road; and (ii) center lane median improvements including a left-turn lane for south-bound traffic, all to facilitate access to the Development Parcel for northbound traffic (“Mannheim Road Improvements”). The Mannheim Road Improvements will be constructed substantially as depicted in the plan attached as Exhibit E, as the same may be subsequently altered or amended at the request of IDOT; provided, however, that the City will not be responsible for the cost of constructing, installing, operating, maintaining, or repairing any signalization that IDOT may require to be installed in the Mannheim Road right-of-way as part of the Project. The Exhibit A Page 25 of 139 CC Review Draft 6/30/16 18 #46933831_v3 Developer will be required to dedicate to IDOT any portion of the Development Parcel necessary to construct, install, operate, and maintain the Mannheim Road Improvements without additional compensation. 2. Cost and Reimbursement for City Improvements. The City will install the City Improvements at its sole cost and expense. The costs incurred in the design, construction, and installation of the City Improvements qualify as eligible redevelopment project costs and the City shall have the right to reimburse itself from the TIF 7 Fund for these costs. The City may only reimburse itself for costs incurred in the design, construction, installation, and repair of the City Improvements from the portion of the TIF 7 Fund not included in the Pledged TIF Funds. The City Improvements will remain public improvements. The City will not be responsible for the construction or maintenance of any other improvements on the Development Parcel besides the City Improvements. 3. Construction Schedule for City Improvements. The City will commence work on the City Improvements no later than August 2016 and intends to complete the construction and installation of the City Improvements by the end of November 2016, with the exception of the Mannheim Road Improvements which will be completed in accordance with IDOT’s approval and inspection timelines. If the City’s construction and installation of the City Improvements is delayed beyond these dates, the City will automatically consent to delays in the Developer’s Project Phasing Plan and Schedule directly caused by the City’s failure to meet the schedule set forth in this Section 6.A.3 and will execute Project Revision Confirmations evidencing such consent. The City shall not be responsible or liable for any damages, extra costs, or financial penalties that the Developer may incur as a result of a delay in the construction and installation of the City Improvements. B. Developer Improvements. 1. Description of Improvements. The Developer, to the extent it proceeds to construct each Phase of the Project, shall, at its sole cost and expense, construct, install, or perform all of the following Improvements on the Subject Property in the appropriate Phase of construction as set forth in the Site Plan, the Final Engineering Plan, and the Final Landscape Plan, including, without limitation, the following: a. Storm Water Facilities: Storm water detention vaults, ponds, or basins, and private storm sewers, related equipment, appurtenances, structures, swales, and storm drainage areas installed and maintained on the Subject Property to ensure adequate storm water drainage and management and to collect and direct storm water into the City’s storm sewer system; b. Sanitary sewer and services; c.Water mains and services; d. Parking lots, drive aisles, and curbing; Exhibit A Page 26 of 139 CC Review Draft 6/30/16 19 #46933831_v3 e. Parking lot lighting; f.Landscaping. 2. Dedication and Maintenance of Developer Improvements. a. Final Inspection and Approval of the Developer Improvements. The Developer shall notify the City Representative when it believes that any portion of the Developer Improvements have been properly completed and shall request final inspection, approval, and, where appropriate, acceptance of the Improvement or Improvements by the City; it being acknowledged by the City that the Developer, subject to the limitations in this paragraph can request final inspection and approval of any portion of the Improvements within a particular Phase prior to such Phase been fully completed. The Developer shall not request final inspection or approval of Improvements more than twice in any thirty (30) day period. Such notice and request shall comply with, and include, all requirements of Section 13-2-8 of the Subdivision Regulations and shall be given far enough in advance to allow the City time to inspect the Improvements and to prepare a punch list of items requiring repair or correction and to allow the Developer time to make all required repairs and corrections prior to the scheduled completion date. The Developer shall promptly make all necessary repairs and corrections as specified on the punch list. The City shall not be required to accept any portion of the Improvements until all of the Improvements for a particular Phase, including all punch list items, have been fully and properly completed in accordance with Section 7 of this Agreement and the Requirements of Law. b. Dedication and Acceptance of Specified Improvements. The execution of this Agreement shall not constitute an acceptance by the City of any public facilities that are depicted as “dedicated” on the Final Engineering Plan or the Final Plat, if any, or of any Improvements. The acceptance of all Improvements shall be made only in compliance with the requirements of the Subdivision Regulations, including, without limitation, Section 13-2- 8.F. c. Transfer of Ownership of the Improvements and Easements to the City. Upon the approval of, and prior to acceptance of, the Improvements to be accepted by the City pursuant to Section 6.B.2.b of this Agreement, the Developer shall execute, or cause to be executed, such documents as the City shall request to transfer ownership of such Improvements to, and to evidence ownership of such Improvements by, the City, free and clear of all liens, claims, encumbrances, and restrictions unless otherwise approved by the City in writing. The Developer shall, at the same time, grant, or cause to be granted, to the City all such easements or other property rights as the City may require to install, operate, maintain, service, repair, and replace the Improvements that have not previously been granted to the City, free and clear of all liens, claims, encumbrances, and restrictions unless otherwise approved by the City in writing. Exhibit A Page 27 of 139 CC Review Draft 6/30/16 20 #46933831_v3 d. Maintenance Warranty of Certain Improvements. The Developer hereby guarantees the prompt and satisfactory correction of all defects and deficiencies in the Improvements, including, without limitation, any landscaping installed by the Developer on public lands or within public rights-of-way or easements, that occur or become evident within 12 months, or 18 months for Improvements on public property, after approval and, where appropriate, acceptance of the Improvements by the City pursuant to this Agreement. If any such defect or deficiency occurs or becomes evident during such period, then the Developer shall, after 10 days’ prior written notice from the City, correct it or cause it to be corrected; provided, however, that if such defect or deficiency is not reasonably capable of being corrected within such 30 day period, then the Developer will be granted one 90 day extension of the correction period. The Developer agrees to incorporate into its construction contract with its general contractor and all sub-contractors an industry standard one year warranty, which will be extended to 18 months for Improvements on public property, commencing upon Substantial Completion. Developer will assign to the City said one year warranty to cover the maintenance items set forth in this section and such assignment shall satisfy the Developer maintenance obligations set forth in this section. Notwithstanding such warranties, failure to remedy, or cause to be remedied, a defect or deficiency in an Improvement will authorize the City to remedy the defect or deficiency and reimburse the costs it incurred from the maintenance warranty deposit required by Section 13-2-8(B) of the Subdivision Regulations. SECTION 7.COMMENCEMENT AND COMPLETION OF CONSTRUCTION. A.Prohibition of Demolition or Construction of Any Kind Prior to All Project Approvals. The Developer acknowledges and agrees that, unless specifically authorized in writing by the City Manager, in his sole and absolute discretion, no demolition, grading, site work, tree or landscape removal, construction, improvement, or development of any kind shall be permitted on any portion of the Development Parcel unless and until the Developer has obtained all of the Project Approvals. The prohibition in this Section 7.A does not apply to the testing, environmental remediation, and site preparation work permitted to be conducted on the Development Parcel by the Developer pursuant to the “Temporary License and Hold Harmless Agreement for TIF 7 Site Preparation Work” between the City and the Developer, dated as of June 22, 2016. B.Construction Phasing. The Project may be constructed and occupied in the following phases in accordance with the following guidelines and as depicted in a phasing plan and schedule that will be provided to the City prior to the commencement of Phase 0 of the Project (“Project Phasing Plan and Schedule”). 1. Phase 0: Site Preparation. Demolition, grading, sedimentation control, site preparation, and installation of Improvements. 2. Phase I: Service Station and Car Wash. Vertical construction of Service Station and the Car Wash. 3. Phase II: Restaurant. Vertical construction of Restaurant. Exhibit A Page 28 of 139 CC Review Draft 6/30/16 21 #46933831_v3 4. Phase II: Hotel. Vertical construction of Hotel. C.Commencement of Phases. The Phases described in Section 7.B may be conducted sequentially or concurrently; provided, however, that the City will not be required to issue a certificate of occupancy for either the Service Station, Car Wash, or the Restaurant until foundation excavation on the Hotel Parcel has commenced and construction activity is ongoing. D.Diligent Pursuit of Construction. 1. Once commencement of construction for each Phase is authorized pursuant to this Agreement, the Developer shall pursue the construction of that Phase in a diligent and expeditious manner. 2. All Phases of the Project shall be substantially completed by the Outside Completion Date subject to an extension of time beyond the Outside Completion Date due to Uncontrollable Circumstances or as may be approved in writing by the City Manager. Notwithstanding anything to the contrary contained herein, if the Project has not been completed by the Outside Completion Date, Developer shall have a one-time right, which may be exercised by written notice sent to the City prior to the Outside Completion Date, to extend the Outside Completion Date for a ninety (90) day period provided that Developer is diligently pursuing completion of the construction of the Project. 3. If a Sub-Parcel Owner, tenant, or ground lessee will be responsible for the construction of structures or Improvements on any Sub-Parcel, such parties will be required to execute a transferee assumption agreement for all or part of the obligations related to the pertinent Phase of construction on the respective Sub- Parcel in the manner provided in Section 14. E.Failure to Complete Construction. 1. Removal of Partially Constructed Structures and Improvements. Subject to Uncontrollable Circumstances, if the Developer fails to diligently pursue all construction as required in, or permitted by, Sections 6, 7, and 8 of this Agreement to completion within the time period prescribed in the building permit or permits issued by the City for the construction, and if an application to renew the building permit or permits is not filed within 30 days after the expiration of the permit or permits, the Developer shall, within 60 days after written notice from the City: (a) remove or commence to remove any partially constructed or partially completed buildings, structures, or Improvements for that Phase from the Project; and (b) perform site restoration and modification activities to establish a passive park-like setting on the affected portion of the Development Parcel in accordance with plans approved by the City ("Site Restoration"). If a lender or lenders for the Project recommence work on the Project in accordance with the terms of this Agreement within the 60 day cure period, the City will waive its right to require Site Restoration as set forth in this Section 7.E. 2. Removal and Restoration by City. In the event the Developer and its lender or lenders fail or refuse to remove the buildings, structures, and Improvements, or to perform the Site Restoration, as required pursuant to Section 7.E.1 of this Exhibit A Page 29 of 139 CC Review Draft 6/30/16 22 #46933831_v3 Agreement, the City shall have, and is hereby granted, the right, at its option, to enter upon the Development Parcel to: (a) demolish and/or remove any of the buildings, structures and Improvements from any and all portions of the Development Parcel, and to perform the Site Restoration; or (b) cause the Improvements to be completed in accordance with the plans submitted and any of the buildings or structures to be secured and weather tight. The Developer shall fully reimburse the City for all costs and expenses, including legal and administrative costs, for such work within 30 days after a request therefor. If the Developer does not fully reimburse the City for all such costs and expenses, and the Guarantee described in Section 11 of this Agreement has insufficient funds remaining in it or is otherwise unavailable to finance such work, then the City shall have the right to place a lien on the Development Parcel for all such costs and expenses in the manner provided by law. The rights and remedies provided in this Section 7.E.2 shall be in addition to, and not in limitation of, any other rights and remedies otherwise available to the City at law and/or in equity. F.Outside Completion Date; Certificate of Completion. The construction of all portions of the Project shall be completed by in accordance with this Agreement and the Requirements of Law on or before the Outside Completion Date. 1. Certificate of Completion. Upon the completion of the Improvements and structures on a Sub-Parcel in full compliance with this Agreement, the Project Approvals, and Requirements of Law, the City will issue to the Developer or Sub- Parcel Owner a Certificate of Completion (“Certificate of Completion”). 2. Request for Certificate of Completion. The Developer shall notify the City when it believes that the structures and Improvements for a Sub-Parcel have been completed and shall request an inspection and a Certificate of Completion. The City shall respond to the Developer’s request for the Certificate of Complete within 30 days by issuing either (a) the Certificate of Completion or (b) a written statement detailing the measures which must be taken by the Developer to obtain the Completion Certificate. G.Effect of Issuance of Certificate; Continuing Obligations. The Certificate of Completion relates only to the construction of the Project (or portion of the Project, as applicable), and upon its issuance, the City will certify that the terms of this Agreement specifically related to the Developer's obligation to complete such activities have been satisfied. After the issuance of a Certificate, however, all executory terms and conditions of this Agreement and all representations and covenants contained herein will continue to remain in full force and effect throughout the Term of the Agreement and the issuance of the Certificate shall not be construed as a waiver by the City of any of its rights and remedies pursuant to such executory terms. Exhibit A Page 30 of 139 CC Review Draft 6/30/16 23 #46933831_v3 SECTION 8.CONDUCT OF CONSTRUCTION. A.Design and Construction. 1. Phasing. The Project shall be allowed to be constructed in phases pursuant to, and in accordance with the Project Phasing Plan and Schedule, and this Section 8. The respective Improvements to be constructed as part of each Phase of the Project shall be as described in this Agreement and depicted on the Project Phasing Plan and Schedule. Until such time as the all phases of the Project are constructed, the Developer shall maintain the portions of the Development Parcel to be included in the subsequent phases in a clean and secure condition in accordance with the Project Phasing Plan and Schedule. 2. General Standards. The development of the Development Parcel shall be designed and constructed pursuant to and in accordance with the Final Site Plan and the Project Approvals. All work shall be conducted in a good and workmanlike manner and with due dispatch. All materials used for construction on the Development Parcel shall be in accordance with the specifications for the work to be performed. 3. General Contractor. The Developer, for each Phase of the Project undertaken by the Developer, shall select a general contractor reasonably acceptable to the City (each a "General Contractor"). Developer will enter into a construction contract with the General Contractor (“Construction Contract") and provide a copy thereof to the City once fully executed. Developer shall ensure that the General Contractor shall not (and shall cause the General Contractor to ensure that any subcontractors shall not) begin work on the Project until the plans and specifications have been approved by the City and all requisite permits required to commence construction have been obtained. The City agrees that Bask Development, Inc. is an approved contractor authorized perform construction work on the Development Parcel. 4. Contract Terms; Prosecution of the Work. The Developer shall include in every contract for work on the Development Parcel terms requiring the contractor to prosecute the work diligently, and in full compliance with, and as required by or pursuant to, this Agreement, the Project Approvals, and the Requirements of Law, until the work is properly completed, and terms providing that the Developer may take over and prosecute the work if the contractor fails to do so in a timely and proper manner. 5. Engineering and Environmental Services. a. Construction Management. The Developer shall provide, at its sole cost and expense, all professional engineering services for the design and construction of the Improvements. The Developer shall, upon application for a building permit, provide the City Representative with the name of the construction project manager and a telephone number or numbers at which the construction project manager can be reached at all times. b. Environmental Management. The Developer shall also provide, at its sole cost and expense, a licensed and qualified soil/environmental engineering Exhibit A Page 31 of 139 CC Review Draft 6/30/16 24 #46933831_v3 consultant as may be necessary to ensure compliance with the Requirements of Law. 6. City Inspections and Approvals. All work on the Development Parcel shall be subject to inspection and approval by City representatives at all times, subject to safety rules on the Project site. 7. Other Approvals. Where the construction and installation of the development on the Development Parcel requires the consent, permission, or approval of any public agency other than the City or private party, the Developer shall promptly file all applications, enter into all agreements, post all security, pay all fees and costs, and otherwise take all steps that may be reasonably required to obtain the required consent, permission, or approval. B.Construction Traffic and Parking. The designated traffic routes, temporary haul roads, and parking and staging areas for the construction of the Project will be described and depicted in a construction logistics plan to be proposed by the Developer and approved by the City in the sole and absolute discretion of the City Manager. C.Issuance of Permits and Certificates. The City shall issue no certificates of occupancy for any building or structure located on a Sub-Parcel, until the Improvements located on, serving, or benefitting that Sub-Parcel are completed by the Developer in accordance with Section 8 of this Agreement. The issuance of any building permit or certificate of occupancy by the City at any time prior to completion of all the Improvements and approval and, where appropriate, acceptance thereof by the City shall not confer on the Developer any right or entitlement to any other building permit or certificate of occupancy. D.Damage to Public Property. The Developer shall maintain the Subject Property and all streets, sidewalks and other public property in and adjacent to the Subject Property in a good and clean condition at all times during development of the Development Parcel and construction of each Phase of construction. Further, the Developer shall (1) regularly clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property in or adjacent to the Subject Property by the Developer or any agent of or contractor hired by, or on behalf of, the Developer; and (2) repair any damage that may be caused by the activities of the Developer or any agent of or contractor hired by, or on behalf of, the Developer. E.Burial of Public Utility Lines. In connection with its construction of the Development, Developer shall, at its expense, bury at the locations required by the City’s Director of Engineering, all overhead public utility lines that either (i) exist within the Development Parcel as of the Effective Date of this Agreement; or (ii) are newly constructed and installed within the Development Parcel to serve the Project. All utility lines designated for burial will be depicted on the Final Engineering Plans for the Project. F.Construction Performance Bond. Prior to the commencement of any construction on the Development Parcel: (i) Developer shall require its General Contractor for the Development to post performance and labor and materials payment bonds for the Exhibit A Page 32 of 139 CC Review Draft 6/30/16 25 #46933831_v3 construction of all Improvements to be constructed on public property or public rights-of- way, which bonds shall name the City as a subordinate beneficiary to Developer in conjunction with the security for Developer’s senior loan; and (ii) Developer, the City, and Developer’s senior lender will enter into a mutually acceptable subordination (or similar) agreement that will include commercially reasonable terms. G.Compliance with Prevailing Wage. The Developer shall comply, and shall cause all contractors constructing the Development to comply, with the Illinois Prevailing Wage Act (820 ILCS 130/00.1 et seq.), as it may be applicable. Without limiting anything in prior sentence, the Developer acknowledges and agrees, and will take all necessary steps to insure, that the Illinois Prevailing Wage Act applies to each contract pursuant to which Developer will construct, or cause the construction of, an Improvement that will be dedicated or transferred to the City or other public entity upon its completion and acceptance. SECTION 9.RECAPTURES, CONTRIBUTIONS, SPECIAL ASSESSMENTS, AND SSAs. A.No Recaptures to be Paid by Developer. The parties do hereby agree that the Developer is not required to pay any recapture fees or amounts for improvements on the Development Parcel. B.No Recaptures to be Paid to Developer. The parties do hereby agree that the Developer will not be entitled to any recapture amounts as a result of the installation of the Improvements. C.No Contributions or Impact Fees. The Developer is not required to pay any monetary contributions, impact fees, or fees in lieu of land donation to the City pursuant to the Subdivision Regulations. D.No Special Assessments or Special Services Areas. The City does hereby affirm that the Development Parcel is not subject to any special assessment or special service area administered by the City. The City agrees not to implement any new special assessment or special service area that includes the Development Parcel without the consent of the Developer or any subsequent owner of the Development Parcel or any Sub-Parcel. SECTION 10.PAYMENT OF FEES. In addition to any other costs, payments, fees, charges, or dedications required by this Agreement, the Developer shall pay to the City, as and when due, all application, inspection, and permit fees, all water and sewer general and special connection fees, tap-on fees, charges and contributions, and all other fees, charges, and contributions required by applicable City codes, ordinances, resolutions, rules, or regulations. SECTION 11.PERFORMANCE SECURITY. A.General Requirements. As security to the City for the performance by the Developer of the Developer's obligations to construct and complete the Improvements pursuant to and in accordance with this Agreement, the Developer hereby irrevocably elects, on behalf of itself and its successors, and agrees to provide the City prior to the issuance of any permits for the Development Parcel performance and payment security for all Exhibit A Page 33 of 139 CC Review Draft 6/30/16 26 #46933831_v3 Improvements that will be accepted by or dedicated to the City ("Guarantee") in the form of one or more letters of credit ("Letter of Credit") in the amount and manner set forth in Section 13-2-8 of the Subdivision Regulations. The Letter of Credit shall be in form and substance substantially conforming in all material respects with Exhibit F to this Agreement and satisfactory to the City’s General Counsel. The Guarantee shall be administered pursuant to and in accordance with Section 13-2-8 of the Subdivision Regulations. B.Use of Funds in the Event of Breach of Agreement. If the Developer or its lender or lend fail or refuse to complete the Improvements in accordance with this Agreement, or fail or refuse to correct any defect or deficiency in the Improvements, or remove partially completed buildings or structures as required by this Agreement, or fail or refuse to perform Site Restoration in accordance with a demand made pursuant to his Agreement, or the Developer fails or refuses to pay any amount demanded by the City as and when required pursuant to this Agreement, then the City in its reasonable discretion may draw on and retain all or any of the funds remaining in the Guarantee which are necessary to remedy such failure or refusal. The City thereafter shall have the right, subject to 30 days’ notice and opportunity for cure, to exercise its rights under this Agreement, to take any other action it deems reasonable and appropriate to mitigate the effects of any failure or refusal, and subject to the terms of the immediately preceding sentence, to reimburse itself from the proceeds of the Letter of Credit for all of its costs and expenses, including legal fees and administrative expenses, resulting from or incurred as a result of the Developer's failure or refusal to meet its obligations under this Agreement constituting an Event of Default. If the funds remaining in the Letter of Credit are insufficient to repay fully the City for all costs and expenses, then the Developer shall upon demand of the City therefor deposit with the City any additional funds as the City determines are necessary, within 30 days of a request therefor, to fully repay such costs and expenses. C.Maintenance Guarantee. The Developer shall post a maintenance warranty in the amount of ten percent of the an amount equal to 125% of the Developer’s engineer’s estimate of costs to complete those Improvements that will either (1) be constructed on public property or the public right of way or (2) may be dedicated or conveyed to the City, as security for the performance of the Developer's obligations under this Agreement ("Maintenance Guarantee"). The Maintenance Guarantee shall be held by the City in escrow until the date that is eighteen months after the approval, and where appropriate, acceptance by the City of the Improvements pursuant to this Agreement. If the City is required to draw on the Maintenance Guarantee by reason of the Developer's failure to fulfill its obligations under this Agreement, then the Developer shall within 10 days thereafter cause the Maintenance Guarantee to be increased to its full original amount. SECTION 12.FINANCIAL INCENTIVES. A.TIF Financing. 1. Redevelopment Project Costs. As part of the construction of the Project, the Developer will pay certain costs identified as eligible redevelopment project costs by the TIF 7 Redevelopment Plan and Project. The Developer has provided a preliminary list of these costs, attached hereto as Exhibit G. No less than 15 business days before the Financial Incentive Closing (defined below), the Exhibit A Page 34 of 139 CC Review Draft 6/30/16 27 #46933831_v3 Developer must provide the City Representative with a revised list of redevelopment project costs. The amounts within the cost categories may be re- allocated by the Developer; provided, however, that the total amount of reimbursable Redevelopment Projects Costs may not exceed $2,000,000. If all costs listed as final redevelopment project costs are eligible pursuant to the TIF Act and the TIF 7 Redevelopment Plan and Project, the City shall approve these costs and incorporate them into this Agreement as Exhibit G-1 (“Final Redevelopment Project Costs”). 2. Reimbursement for Redevelopment Project Costs. The Parties acknowledge that the Developer will pay, or has paid, for some or all of the Redevelopment Project Costs. To provide for the reimbursement of the Redevelopment Project Costs, the Corporate Authorities shall execute and deliver to the Developer a note which shall contain the terms and provisions set forth in Section 12.A.3 of this Agreement and such other terms as may be mutually agreed to by the Parties, and shall be substantially in the form attached to this Agreement as Exhibit H ("TIF Note"); provided, however, the City's agreement to reimburse Redevelopment Project Costs pursuant to the TIF Note shall not take effect until the date of the Financial Incentive Closing, on which date the TIF Note will be executed and delivered to the Developer by the City. 3. Terms of TIF Note: The principal amount of the TIF Note shall be the total Certified Costs advanced by the Developer and approved by the City pursuant to Section 12.A.7 of this Agreement, subject to the following limitations: a. The total amount of the Redevelopment Project Costs reimbursed by the City pursuant to the TIF Note and this Agreement may not exceed $2,000,000.00 in total. b. The TIF Note will: i. evidence the City’s obligation to reimburse the Developer for the Redevelopment Project Costs, subject to and in accordance with this Agreement; ii. bear no interest; iii. have a maximum term not to exceed a date 20 years after date of execution of the TIF Note, after which time the City shall have no further obligation to reimburse the Developer for Redevelopment Project Costs under this Agreement or the TIF Note; iv. be secured by the Pledged TIF Funds, as provided in this Agreement; v. provide for payment of principal once per year on February 1, which annual payment shall not exceed the Pledged TIF Funds in the TIF 7 Fund, until the earlier of (i) the payment of the Certified Costs in full, or (ii) the termination of the City's obligation to reimburse the Developer for Certified Costs as described in Section 12.A.3.b.iii. Exhibit A Page 35 of 139 CC Review Draft 6/30/16 28 #46933831_v3 vi. be transferable or assignable only to a lender providing financing for the Project. Transfer or assignment of the TIF Note to any other party may only be made upon the City’s written consent and will be subject to the City’s sole and absolute discretion. 4. Deposit of Pledged TIF Funds in Account. a. For the purposes of this Section 12.A.4, “Pledged TIF Funds” shall be an amount equal to 25% of the Incremental Property Taxes deposited in the TIF 7 Fund after any disbursements the City is required to make to other taxing bodies pursuant to the TIF 7 IGA. b. The City shall deposit into an account ("Account") of the TIF 7 Fund the Pledged TIF Funds within 15 days after receipt thereof by the City. c. The Pledged TIF Funds shall be irrevocably pledged to the repayment of the amounts due under the TIF Note, as provided herein. In the City's sole discretion, the TIF Note may also be paid from proceeds of any bonds or other obligations issued by the City or any other sources available to the City and permitted by law to be used to make payments under the TIF Note; provided, however, that the Pledged TIF Funds shall not be reduced by the amount of such payments from other bond proceeds or obligations or other sources and the entire Pledged TIF Funds in the Account on February 1 of each year shall be used to pay principal on the TIF Note, as provided herein. Because the TIF 7 Fund is a special fund, the amounts deposited in the Account shall be disbursed in accordance with this Agreement, the TIF Approval Ordinances, and the TIF Note without further action by the Corporate Authorities. d. All payments made by the City will be conducted through an automated clearing house (“ACH”) direct deposit or by check as directed by the Developer, provided that the City shall not be required to issue a manual check outside of its normal warrant list approval process. The Developer will be responsible for providing to the City and maintaining current all pertinent account information to ensure successful processing of the Sales Tax Rebate payments. 5. Limited Obligation of the City. The Developer hereby acknowledges that the Pledged TIF Funds may be insufficient to cover the payment of all principal on the TIF Note. If the Pledged TIF Funds are insufficient to pay all the principal due under the TIF Note, the Developer hereby unconditionally acknowledges and agrees that it shall have no recourse against the City provided that all Pledged TIF Funds required to be deposited in the Account from time to time pursuant to the TIF Act and this Agreement have been deposited into the Account and the amount equal to the Pledged TIF Funds in each year has been used solely to pay amounts due under the TIF Note. The City shall be under no obligation to transfer funds from any other source, including transfers from other TIF Districts’ funds or the City’s general fund to pay the principal due under the TIF Note. 6. Submission of Certification Requests. To obtain reimbursement of Redevelopment Project Costs in accordance with the TIF Note, the Developer Exhibit A Page 36 of 139 CC Review Draft 6/30/16 29 #46933831_v3 shall submit to the City a written request for certification of such Redevelopment Project Costs in the form attached as Exhibit I to this Agreement ("Certification Request”). The Developer may not submit (i) more than four Certification Requests in any calendar year (except with respect to the final Certification Request in which case Developer may submit more than four Certification Requests in a calendar year); or (ii) a Certification Request more than twelve (12) months after the last Redevelopment Project Costs have been paid by Developer. Each Certification Request shall be accompanied by (i) sworn statements and lien waivers for any material, fixtures, apparatus, machinery, services, or labor provided by any contractor, subcontractor, or other person or entity entitled to file a lien under the Mechanics Lien Act (770 ILCS 60/1) included in the Redevelopment Project Costs for which reimbursement is sought; (ii) bills, contracts, and invoices relative to the Redevelopment Project Costs; and (iii) other documents or information that the City shall reasonably require to evidence appropriate payment of Redevelopment Project Costs. To facilitate the certification of Redevelopment Project Costs as provided herein, the Developer shall (i) require its contractors, suppliers, and others with whom it enters into contracts for Redevelopment Project Costs to submit pay requests, invoices, and bills that include only amounts that are Redevelopment Project Costs; and (ii) take such other actions as are reasonably necessary or desirable to identify Redevelopment Project Costs separately from other costs. If the Developer does not fulfill its obligations as set forth in the preceding sentence, the City shall have no obligation to certify or reimburse the Developer for Redevelopment Project Costs that have not been separately identified as required herein until the requirements of this section have been satisfied. 7. Eligibility for Payment. Notwithstanding any other provision of this Agreement, the Developer shall be entitled to be reimbursed for Redevelopment Project Costs only if: a. The Developer, a party controlled by the Developer, or a party that has entered into a ground lease for a Sub-Parcel actually incurs such Redevelopment Project Costs; b. Such Redevelopment Project Costs are also “redevelopment project costs” as defined in the TIF Act; c. Such Redevelopment Project Costs are also Certified Costs (as defined in Section 12.A.8 of this Agreement); d. For any Redevelopment Project Costs relating to the construction of the Improvements, City’s Director of Engineering has determined that, based upon an inspection, these improvements have been completed in accordance with the Project Approvals and this Agreement; e. Reimbursement is permitted pursuant to this Agreement, the Redevelopment Plan, and the TIF Act; and f. The Developer is not in default or breach of any obligation under this Agreement which constitutes an Event of Default. Exhibit A Page 37 of 139 CC Review Draft 6/30/16 30 #46933831_v3 8. Review of Certification Requests. The City’s Corporate Authorities shall approve or disapprove a Certification Request within 30 days after its submission. Within 21 days after approval of a Certification Request, the City shall adopt a resolution approving such certification (“Certification Resolution”) identifying which Redevelopment Project Costs identified in the Certification Request have been approved for payment (“Certified Costs”). If the City finds an error or deficiency in any Certification Request, the City shall specify such error or deficiency in reasonable detail within 30 days after the date the City receives the Certification Request and the Developer shall be entitled to resubmit such Certification Request. B.Sales Tax Rebate. 1. Sales Tax Rebate. The City will rebate to the Developer Pledged Sales Taxes up to a maximum amount of $2,000,000 over the term of this Agreement in accordance with the terms of this Section 12.B (“Sales Tax Rebate”). For the purposes of this Section 12.B, “Pledged Sales Tax Funds” shall be an amount equal to 25% of the Municipal Sales Tax Revenue generated by the commercial uses developed on the Development Parcel in the previous calendar year. 2. Sales Tax Rebate Note. To provide for the remittance of the Sales Tax Rebate to the Developer, the Corporate Authorities shall execute and deliver to the Developer a note which shall contain the terms and provisions set forth in Section 12.B.3 of this Agreement and such other terms as may be mutually agreed to by the Parties, and which shall be substantially in the form attached to this Agreement as Exhibit J ("Sales Tax Rebate Note"); provided, however, the City's agreement to pay the Sales Tax Rebate shall not take effect until the date of the Financial Incentive Closing, on which date the Sales Tax Rebate Note will be executed and delivered to the Developer by the City. 3. Terms of the Sales Tax Rebate Note. The terms of the Sales Tax Rebate Note will: a. evidence the City’s obligation to annually remit to the Developer the Pledged Sales Tax Funds, subject to and in accordance with this Agreement; b. have a principal amount of $2,000,000 and bear no interest; c. have a maximum term ending on December 31, 2038, after which time the City shall have no further obligation to pay the Developer the Sale Tax Rebate, even if any portion of the principal amount remains unpaid; d. provide for payment of principal once per year, no later than 120 days after the end of each Sales Tax Year. By that date the City shall pay the applicable Sales Tax Rebate for that particular Sales Tax Year to the Developer, based on the records of the Illinois Department of Revenue (IDOR). The City will allow the Developer to review and inspect all records and reports it received from the IDOR reflecting collections of the Pledged Sales Tax Funds from the Development Parcel. If, for any reason, the State of Illinois fails to distribute the Municipal Sales Tax Exhibit A Page 38 of 139 CC Review Draft 6/30/16 31 #46933831_v3 revenue to the City in sufficient time for the City to make the annual payments, the City shall provide notice of that fact to the Developer. In that event, the City shall make the required Sales Tax Rebate payment no later than 60 days after the date on which the City actually receives the Municipal Sales Tax revenue due the City for the applicable Sales Tax Year (“Annual Tax Rebate Payment Date”). Payments of the Sales Tax Rebate that are delayed past the end of the calendar year due to actions of the State will accrue and be payable in the next calendar year through the term of the Sales Tax Rebate Note. If the City receives one or more partial Municipal Sales Tax distributions from the State of Illinois, the City will only be required to remit to the Developer the pro-rata portion of the Sales Tax Rebate attributable to each such partial payment. Regardless of the number or aggregate amount of such distributions, the City will be obligated to pay the Pledged Sales Tax Funds calculated based on the Municipal Sales Tax Revenue actually received. e. be transferable or assignable only to a lender providing financing for the Project. Transfer or assignment of the Sales Tax Rebate Note to any other party may only be made upon the City’s written consent and will be subject to the City’s sole and absolute discretion All payments made by the City will be conducted through an automated clearing house (“ACH”) direct deposit or by check as directed by the Developer, provided that the City shall not be required to issue a manual check outside of its normal warrant list approval process. The Developer will be responsible for providing to the City and maintaining current, or cause to be provided and maintained current, all pertinent account information to ensure successful processing of the Sales Tax Rebate payments. 4. Change in the Law. a. The City and the Developer acknowledge and agree that the City’s obligation to pay the Sales Tax Rebate to the Developer is predicated on existing State law governing the distribution of Sales Taxes to the City, including, without limitation, the Retailers’ Occupation Tax Act. The City and the Developer further acknowledge that the General Assembly of the State of Illinois has, from time to time, considered proposals to modify or eliminate the distribution of Sales Taxes to Illinois municipalities. The City and the Developer make express provision for the effect of any change upon the operation of this Agreement in Section 12.B.4.b of this Agreement. b. In the event that the State of Illinois amends or repeals the Retailers’ Occupation Tax Act or makes any other promulgation, enactment, or change that eliminates the distribution of Sales Taxes to the City, or otherwise alters the distribution formula in a manner that prevents the City and the Developer from determining with a reasonable degree of certainty the amount of the Municipal Sales Tax (“Change in Law”), the provisions of this Agreement with regard to Municipal Sales Tax generated from the Development Parcel on or after the effective date of the Change in Law shall automatically be terminated, and the City shall have no obligation Exhibit A Page 39 of 139 CC Review Draft 6/30/16 32 #46933831_v3 whatsoever to pay to the Developer any of the Municipal Sales Tax generated on or after the effective date of the Change in Law, subject to the following. If, during what remains of the Term or within the period five years after the effective date of the Change in Law, whichever is longer, the State of Illinois effects another Change in Law that either results in the distribution of Sales Taxes to the City or allows the City and the Developer to determine with a reasonable degree of certainty the amount of the Municipal Sales Tax, the provisions of this Agreement with regard to Municipal Sales Tax generated from the Development Parcel shall automatically be reinstated and will continue for the period necessary for the Developer to receive Sales Tax Rebates for 10 full Sales Tax Years, subject to the maximum total rebate set forth in Section 12.B. The Parties agree to amend or release the Sales Tax Rebate Note to account for any Changes in Law. c. If a Change in Law results in replacement taxes for the Sales Taxes directly resulting from Gross Receipts of the commercial uses on the Development Parcel as contemplated hereunder, then, for purposes of this Agreement, the replacement taxes shall be defined as Sales Taxes, subject in all respects to the City’s actual receipt of its portion of the replacement taxes as well as the City’s authority under state law to provide for rebate of the replacement taxes, as contemplated herein. d. If there is a Change in Law, the parties will cooperate with each other to accomplish the intent of this Agreement as set forth in Section 12.B of this Agreement. e. No Guarantee. The parties acknowledge and agree that none of the terms, conditions, or provisions of this Agreement shall be construed, deemed, or interpreted as (1) a guarantee that the City will receive any Sales Taxes as a result of the operation of the commercial uses on the Development Parcel, or (2) a requirement or obligation by the Developer to generate Gross Receipts from the Development Parcel. f. Limited Liability. Notwithstanding any other provision of this Agreement to the contrary, the City’s obligation to pay the Sales Tax Rebate payments shall not be a general debt of the City or a charge against its general credit or taxing powers, but shall be a special limited obligation payable solely out of the Pledged Sales Tax Funds. The Developer will have no right to, and agrees that it may not, compel any exercise of the taxing power of the City to pay the Sales Tax Rebate payments, and no execution of any claim, demand, cause of action or judgment may be levied upon or collected from the general credit, general funds or other property of the City (unless the City refuses to make the payment to the Developer from available Pledged Sales Tax Funds in violation of this Agreement). No recourse may be had for any payment pursuant to this Agreement against any past, present, or future director, member, elected or appointed officer, official, agent, representative, employee, or attorney of the City in his or her individual capacity. C.Hotel Tax Rebate. Exhibit A Page 40 of 139 CC Review Draft 6/30/16 33 #46933831_v3 1. Hotel Tax Rebate. The City will rebate to the Developer Pledged Hotel Taxes up to a maximum amount of $3,500,000 over the term of this Agreement in accordance with the terms of this Section 12.C (“Hotel Tax Rebate”). For the purposes of this Section 12.C, “Pledged Hotel Tax Funds” shall be an amount equal to 40% of the Hotel Tax Revenue generated by the operation of the Hotel on the Hotel Sub-Parcel each tax collection year. The Developer shall cause or require the Sub-Parcel Owner of the Hotel Parcel and any subsequent tenants or ground lessees of the Hotel Parcel to strictly comply with the tax collection and inspection of records provisions of Title 15, Chapters 4 (Hotel-Motel Operator’s Occupation Tax) and 5 (O’Hare Corridor Privilege Tax Area) of the Des Plaines City Code, as the same may be amended from time to time. 2. Hotel Tax Rebate Note. To provide for the remittance of the Hotel Tax Rebate to the Developer, the Corporate Authorities shall execute and deliver to the Developer a note which shall contain the terms and provisions set forth in Section 12.C.3 of this Agreement and such other terms as may be mutually agreed to by the Parties, which shall be substantially in the form attached to this Agreement as Exhibit K ("Hotel Tax Rebate Note"); provided, however, the City's agreement to pay the Hotel Tax Rebate shall not take effect until the date of the Financial Incentive Closing, on which date the Hotel Tax Rebate Note will be executed and delivered to the Developer by the City. 3. Terms of the Hotel Tax Rebate Note. The terms of the Hotel Tax Rebate Note will: a. evidence the City’s obligation to annually remit to the Pledged Hotel Tax Funds, subject to and in accordance with this Agreement; b. have a principal amount of $3,500,000 and bear no interest; c. have a maximum term ending on December 31, 2038, after which time the City shall have no further obligation to pay the Developer the Hotel Rebate, even if any portion of the principal amount remains unpaid; d. provide for payment of principal once per year, simultaneously with the payment of the Sales Tax Rebate on the Annual Tax Rebate Payment Date. Payments of the Hotel Tax Rebate that are delayed past the end of the calendar year due to actions of the tenant or ground lessee of the Hotel Parcel will accrue and be payable in the calendar year the Pledged Hotel Taxes are actually received by the City, through the term of the Hotel Tax Rebate Note; and e. be transferable or assignable only to a lender providing financing for the Project. Transfer or assignment of the Hotel Tax Rebate Note to any other party may only be made upon the City’s written consent and will be subject to the City’s sole and absolute discretion All payments made by the City will be conducted through an automated clearing house (“ACH”) direct deposit or by check as directed by the Developer, provided that the City shall not be required to issue a manual check outside of its normal warrant list approval process. The Developer will be responsible for providing to Exhibit A Page 41 of 139 CC Review Draft 6/30/16 34 #46933831_v3 the City and maintaining current all pertinent account information to ensure successful processing of the Hotel Tax Rebate payments. 4. No Guarantee. The parties acknowledge and agree that none of the terms, conditions, or provisions of this Agreement shall be construed, deemed, or interpreted as a guarantee that the City will receive any Hotel Taxes as a result of the operation of the Hotel on the Hotel Sub-Parcel. 5. Limited Liability. Notwithstanding any other provision of this Agreement to the contrary, the City’s obligation to pay the Hotel Tax Rebate payments shall not be a general debt of the City or a charge against its general credit or taxing powers, but shall be a special limited obligation payable solely out of the Pledged Hotel Tax Funds. The Developer will have no right to, and agrees that it may not, compel any exercise of the taxing power of the City to pay the Hotel Tax Rebate payments, and no execution of any claim, demand, cause of action or judgment may be levied upon or collected from the general credit, general funds or other property of the City (unless the City refuses to make the payment to the Developer from available Pledged Hotel Tax Funds in violation of this Agreement). No recourse may be had for any payment pursuant to this Agreement against any past, present, or future director, member, elected or appointed officer, official, agent, representative, employee, or attorney of the City in his or her individual capacity. 6. Change in Law. If at any time during the term of this Agreement and prior to the maturity date of the Hotel Tax Rebate Note, the City adopts legislative action to abate, reduce, or repeal either Hotel-Motel Operator’s Occupation Tax or the City’s O’Hare Corridor Privilege Tax, the City and the Developer shall meet and confer to determine a means of compensating the Developer for the loss of Pledged Hotel Tax Funds that it will not receive as a result of such proposed change in law and shall enter into a binding amendment or addendum committing the City to provide such compensation. D.Financial Incentive Closing. 1. The Financial Incentive Closing shall occur at a date and location mutually agreed to by the Parties, as soon as reasonably practicable after all of the conditions set forth in this Section 12.D of this Agreement have been satisfied. 2. Pre-conditions to Financial Incentive Closing. The Financial Incentive Closing shall occur only upon the satisfaction of each and all of the following conditions: a. Not less than fifteen (15) days before the Financial Incentive Closing, the Developer shall provide to the City certified copies of its formation documents and good standing certificate issued by the appropriate governmental authority of the state of its formation, showing among other things, that Developer is authorized to do business in the State of Illinois. To the extent that any member of Developer is required to consent to the transactions contemplated hereunder, any such member which is an entity must also provide its formation documents to City. All such documents must be acceptable to the City Manager and the City’s General Counsel. Exhibit A Page 42 of 139 CC Review Draft 6/30/16 35 #46933831_v3 b. Simultaneous with the Financial Incentive Closing, the Developer shall, at its sole cost and expense, provide certificates of incumbency and resolutions and consents necessary to undertake the development of the Project and all other actions reasonably necessary to comply with this Agreement. All such certifications and consents shall be accompanied by an opinion of Developer's counsel, addressing the due authorization of Developer and its members to enter into this Agreement and all agreements related hereto and to undertake such other matters as may be required hereunder. The form and substance of all documents required under this Section 12.D.2 must be acceptable to the City Manager and the City’s General Counsel, and consistent with any Developer lender requirements. c. Not less than fifteen (15) days before the Financial Incentive Closing, the Developer shall, at its sole cost and expense, provide to the City a cost breakdown for the development of the Project, certified by the Developer as true and complete to the best of its knowledge ("Cost Breakdown"). The Cost Breakdown shall: i. show that all hard and soft costs of acquisition, design, engineering, construction, equipment and furnishing the Project are not less than $28,000,000; ii. itemize all TIF-eligible expenditures, in conformance with the Final Redevelopment Project Costs. d. Not less than fifteen (15) days before the Financial Incentive Closing, the Developer shall at its sole cost and expense, obtain and provide to the City a written term sheet(s) from one or more lending institution(s) for a construction loan agreeing to make a loan(s) to Developer, Sub-Parcel Owners, tenants or ground lessees of the Sub-Parcels in amounts that, together with capital and equity funds evidenced by the Developer and the Financial Incentives provided by the City, equals the amount necessary to pay all costs as certified under the Cost Breakdown. The written financing commitment and the adequacy of funds necessary to pay the Cost Breakdown shall be in such form and substance as acceptable to the City Manager. e. Not less than fifteen (15) days before the Financial Incentive Closing, the Developer shall present to the City letters of intent from a national or regional fast casual restaurant franchise and a nationally branded select service hotel chain indicating a commitment to develop the Restaurant Sub-Parcel and the Hotel Sub-Parcel respectively. f. The Developer shall be in compliance with all the terms and conditions of this Agreement, to be performed and/or observed by Developer, up until the time of the Financial Incentive Closing. Exhibit A Page 43 of 139 CC Review Draft 6/30/16 36 #46933831_v3 SECTION 13.LIABILITY AND INDEMNITY OF CITY. A. City Review. The Developer acknowledges and agrees that the City is not, and shall not be, in any way liable for any damages or injuries that may be sustained as the result of the City’s review and approval of any plans for the Development Parcel or the Project or the issuance of any approvals, permits, certificates, or acceptances, for the development or use of the Development Parcel or the Project and that the City’s review and approval of any such plans and the Project and issuance of any such approvals, permits, certificates, or acceptances does not, and shall not, in any way, be deemed to insure the Developer, or any of its heirs, successors, assigns, tenants, and licensees, or any third party, against damage or injury of any kind at any time. B. City Procedure. The Developer acknowledges and agrees that all notices, meetings, and hearings have been properly given and held by the City with respect to the approval of this Agreement and agrees not to challenge such approval on the grounds of any procedural infirmity or of any denial of any procedural right. C. Indemnity. The Developer agrees to, and does hereby, hold harmless and indemnify the City, the Corporate Authorities, and all City elected or appointed officials, officers, employees, agents, representatives, engineers, and attorneys, from any and all third- party claims that may be asserted at any time against any of such parties in connection with (i) the City’s review and approval of any plans for the Development Parcel; (ii) the issuance of any approval, permit, certificate or acceptance for the Project; (iii) the development, construction, maintenance or use of any portion of the Project up to and until the City has issued a Certificate of Completion for the Project; and (iv) the collection and distribution of amounts paid by the Developer pursuant to Section 12 of this Agreement. The indemnification granted by this Section 13.C shall not extend to third party claims arising from the City’s breach of this Agreement or any untrue representation or warranty of the City. D.No Personal Liability of Officials of the City. No covenant or agreement contained in this Agreement shall be deemed to be the covenant or agreement of any elected or appointed official, officer, member, agent, employee or attorney of the City, in his or her individual capacity, and no elected or appointed official, officer, member, agent, employee or attorney of the City shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of or in connection with or arising out of the execution, delivery and performance of this Agreement, or any failure in that connection. E. Defense Expense. The Developer shall, and does hereby agree to, pay all expenses, including legal fees and administrative expenses, incurred by the City in defending itself with regard to any and all of the claims referenced in Section 13.C of this Agreement. Exhibit A Page 44 of 139 CC Review Draft 6/30/16 37 #46933831_v3 SECTION 14.NATURE, SURVIVAL, AND TRANSFER OF OBLIGATIONS. A. Developer’s Role. The Parties acknowledge and agree that the Developer intends to transfer fee title to the Sub-Parcels to the Sub-Parcel Owners and that each of the initial Sub-Parcel Owners during the construction of the Project shall be parties controlled by the Developer. The Developer shall not make or permit, nor shall cause any party controlled by the Developer to make or permit, any change in (i) its form of organization; (ii) the nature of its business as carried on as of the date hereof; (iii) its manager; or (iv) its equity ownership without notice to and the written consent of the City. It is the intent of the Developer that the Sub-Parcel Owners shall remain controlled by the Developer until Certificates of Completion have been issued for the respective Sub-Parcel Owner’s Sub-Parcel. B. Binding on Successors. Subject to the provisions of Section 14.B below, all obligations assumed by the Developer under this Agreement shall be binding upon the Developer, upon any and all of the Developer’s successors and assigns (excluding any lessees or tenants of the Development Parcel), and upon any and all of the respective successor legal or beneficial owners of the Development Parcel, the Sub-Parcels, and a majority Equity Interest in the Sub-Parcel Owners. To assure that all such successors, assigns and successor owners have notice of this Agreement and the obligations created by it, the Developer shall, from and after the Evidence of Title Date: 1. Deposit with the City Clerk, concurrent with the City’s approval of this Agreement, any consents or other documents necessary to authorize the City to record this Agreement with the Office of the Cook County Recorder of Deeds; 2. Until a Certificate of Completion has been issued by the City for a particular Sub- Parcel, notify the City in writing at least 30 days prior to any date upon which a party transfers a legal or beneficial interest in that Sub-Parcel to any party not a party to this Agreement; 3. Incorporate, by reference, this Agreement into (i) any and all real estate sales contracts entered into for the sale of the Development Parcel or any Sub-Parcel to any party not a party to this Agreement and (ii) any and all contracts transferring Equity Interests in the Sub-Parcel Owners to any party not a party to this Agreement; and 4. Require, prior to the transfer of all of the Development Parcel, or any legal or equitable interest therein, or any Sub-Parcel for which the City has not issued a Certificate of Completion, to any party not a party to this Agreement (excluding any lessees or tenants of the Developer or lenders as provided in Section 14.C below), the transferee to execute an enforceable written agreement, in substantially the form attached to this Agreement as Exhibit L, in which such party agrees to be bound by the provisions of this Agreement (“Transferee Assumption Agreement") and to provide the City, upon request, with such reasonable assurance of the financial ability of such transferee to meet those obligations as the City may require. The decision whether to approve the transfer of the Development Parcel, or any legal or equitable interest therein, or any Sub- Parcel for which the City has not issued a Certificate of Completion to a successor, assign, and successor owner and to accept the Transferee Assumption Agreement shall be in the sole and absolute discretion of the City. Exhibit A Page 45 of 139 CC Review Draft 6/30/16 38 #46933831_v3 After the City issues a Certificate of Completion for a Sub-Parcel, the City approval of a transfer, as provided in this Section 14.B.4 shall no longer be required, and the Developer shall no longer be required to provide the City with a Transferee Assumption Agreement as otherwise required in this Section 14.B.4. C. Transfers to Lenders. 1. Notwithstanding anything to the contrary contained in Section 14.B, and subject to the provisions of Section 14.C.2, a mortgagee or any other party may succeed to Developer's interest in the Development Parcel or any Sub-Parcel pursuant to the exercise of remedies under any mortgage or financing documents, whether by foreclosure or deed in lieu of foreclosure, without the prior written consent of the City. 2. In the event a mortgagee or any other party shall succeed to the Developer's interest in the Development Property or any portion thereof pursuant to the exercise of remedies under any mortgage or financing documents, whether by foreclosure or deed in lieu of foreclosure, and such party desires to receive, enjoy, and succeed to the rights and benefits of the Developer under this Agreement, such party shall deliver to the City, prior to the effective date of the succession, a written and binding instrument acceptable in form and substance to the City’s General Counsel and executed by such successor accepting all of the obligations and liabilities of the Developer under this Agreement. Upon receipt of such an instrument, the City agrees to attorn to and recognize such party as the successor in interest to the Developer for all purposes under this Agreement; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed that if such party accepts an assignment of the Developer's interest under this Agreement, such party has no liability under this Agreement which accrued or exists prior to the time such party succeeded to the interest of Developer under this Agreement, in which case the Developer shall remain solely responsible. Further, any party accepting an assignment of the Developer's interest under this Agreement, pursuant to this Section 14.C shall be provided an automatic 90 day extension of the Outside Completion Date to satisfy the Developer's obligations under this Agreement. 3. In the event a mortgagee or lender pursuant to the exercise of remedies under any mortgage or financing documents elects to cure an Event of Default hereunder on the part of Developer which requires that such mortgagee or lender undertake construction of all or any portion of the Project (without the necessity of foreclosing or taking title to the Development Parcel) such mortgagee or lender, prior to commencement of construction of any portion of the Project shall deliver to the City a written and binding instrument acceptable in form and substance to the City’s General Counsel and executed by such mortgagee or lender accepting all of the obligations and liabilities of the Developer under this Agreement related to solely to that portion of the Project being constructed by such mortgagee or lender. Upon receipt of such an instrument, the City (i) shall issue to such party such permits which are necessary to enable such party to cure such Event of Default; and (ii) agrees to attorn to and recognize such party as the successor in interest to the Developer for the purposes set forth in the foregoing assumption document; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed that Exhibit A Page 46 of 139 CC Review Draft 6/30/16 39 #46933831_v3 such mortgagee or lender shall have no liability under this Agreement which accrued or existed prior to the time such party succeeded to the interest of Developer under this Agreement, in which case the Developer shall remain solely responsible. Further, any party assuming the Developer's interest under this Agreement, pursuant to this Section 14.C.3 shall be provided an automatic 90 day extension of the Outside Completion Date to satisfy the Developer's obligations under this Agreement. D. Limited Release of the Developer. The City agrees that, in the event of a successor becoming bound to the obligations of this Agreement, in the manner provided in this Agreement and providing the financial assurances required herein, the personal liability of the Developer shall be released to the extent of the transferee’s assumption of such liability. The failure of the Developer to provide the City with a fully executed copy of a Transferee Assumption Agreement required above by the transferee to be bound by the provisions of this Agreement and, if requested by the City, with the transferee’s proposed assurances of financial capability before completing any such transfer shall result in the Developer remaining fully liable for all of the Developer’s obligations under this Agreement but shall not relieve the transferee of its liability for all such obligations as a successor to the Developer. SECTION 15.TERM. The provisions of this Agreement shall, subject to the terms of Section 14 above, run with and bind the Development Parcel and all Sub-Parcels, and shall inure to the benefit of, and be enforceable by, the Developer, the City, and any of their respective legal representatives, heirs, grantees, successors, and assigns, from the date this Agreement is recorded until either (a) the Developer has been reimbursed for all Redevelopment Project Costs, and received the maximum aggregate Sales Tax Rebate and Hotel Tax Rebate provided for in Section 12 of this Agreement or (b) December 31, 2038, whichever is earlier. After the issuance of Certificates of Completion for each of the Sub-Parcels, however, Section 13 will continue to remain in full force and effect in accordance with the terms of this Agreement and shall be binding upon any transferee of the Development Parcel or a Sub-Parcel (including any assignee) throughout the term of this Agreement notwithstanding the issuance of Certificates of Completion, and the issuance of Certificates of Completion shall not be construed as a waiver by the City of any of its rights and remedies pursuant to such ongoing provisions. SECTION 16.DEVELOPER REPRESENTATIONS, COVENANTS, AND WARRANTIES. The Developer, and the person executing this Agreement on behalf of the Developer, represent, warrant, and covenant, as of the date of this Agreement, that: A. the Developer is an Illinois limited liability company duly organized, validly existing, qualified to do business in Illinois; B.the Developer has the right, power, and authority to enter into, execute, deliver and perform this Agreement, and the Developer is in compliance with all Requirements of Law, the failure to comply with which could affect the ability of the Developer to perform its obligations under this Agreement; C. the execution, delivery and performance by the Developer of this Agreement has been duly authorized by all necessary corporate action, and does not and will not violate its Exhibit A Page 47 of 139 CC Review Draft 6/30/16 40 #46933831_v3 organizational documents, as amended and supplemented, any of the applicable Requirements of Law, or constitute a breach of or default under, or require any consent under, any agreement, instrument, or document to which the Developer is now a party or by which the Developer is now or may become bound; D. there are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened, or affecting the Developer which would impair its ability to perform under this Agreement; E. to the best of its knowledge after due inquiry, no official, agent, or employee of the City has any direct or indirect financial interest in this Agreement or the Project. Further, none of the above has participated in any decision relating to this Agreement that is prohibited by law. Developer represents and warrants that no officer, agent, employee or representative of the City has received any payment or other consideration for the making of this Agreement, directly or indirectly from Developer. Developer represents and warrants that it has not been paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys. Developer acknowledges that the City is relying upon the foregoing representations and warranties in entering into this Agreement, and would not enter into this Agreement absent the same. F. the Developer shall, at the request of the City, agree to execute in a timely manner any reasonable amendments to this Agreement or other written undertakings that are necessary or desirable in order for the City to issue (in its sole discretion) any bonds in connection with the Project, the proceeds of which may be used for such purposes as the City shall decide in its sole discretion; provided however that the Developer shall not be obligated to execute any amendment which increases the City's rights or the Developer's obligations, or reduces Developer's rights or City's obligations, hereunder, or otherwise materially impairs the Developer's ability to own, develop, and finance the Project. G. the Developer, to the extent it elects to proceed with the construction of the Development, shall apply for or cause to be applied for, and upon receipt, thereafter, use good faith diligent efforts to maintain or caused to be maintained, all government permits, certificates, and consents (including, without limitation, appropriate environmental approvals) necessary to conduct its business and to construct and complete the Project as required by this Agreement; and H. the Developer has access to sufficient financial and economic resources to implement and complete its obligations under this Agreement. The Developer has no knowledge of any liabilities, contingent or otherwise, of Developer which might have a material adverse effect upon its ability to perform its obligations under this Agreement. SECTION 17.CITY REPRESENTATIONS AND WARRANTIES. The City represents, warrants and agrees as the basis for the undertakings on its part contained in this Agreement that: Exhibit A Page 48 of 139 CC Review Draft 6/30/16 41 #46933831_v3 A. The City is a municipal corporation duly organized and validly existing under the law of the State of Illinois and has all requisite corporate power and authority to enter into this Agreement. B. The execution, delivery and the performance of this Agreement and the consummation by the City of the transactions provided for herein and the compliance with the provisions of this Agreement: (i) have been duly authorized by all necessary corporate action on the part of the City, (ii) require no other consents, approvals or authorizations on the part of the City in connection with the City’s execution and delivery of this Agreement, and (iii) shall not, by lapse of time, giving of notice or otherwise result in any breach of any term, condition or provision of any indenture, agreement or other instrument to which the City is subject. C. To the best of the City’s knowledge, there are no proceedings pending or threatened against or affecting the City or the Development Parcel in any court or before any governmental authority that involves the possibility of materially or adversely affecting the ability of the City to perform its obligations under this Agreement. SECTION 18.ENFORCEMENT. The parties to this Agreement may, in law or in equity, by suit, action, mandamus or any other proceeding, including without limitation, specific performance, enforce or compel the performance of this Agreement: provided, however, that the Developer agrees that it will not seek, and does not have the right to seek, to recover a judgment for monetary damages against the City or any elected or appointed officials, officers, employees, agents, representatives, engineers, or attorneys thereof, on account of the negotiation, execution, or breach of any of the terms and conditions of this Agreement. In addition to every other remedy permitted by law for the enforcement of the terms of this Agreement, the City shall be entitled to withhold the issuance of building permits or certificates of occupancy for any and all buildings and structures within the Development Parcel at any time when the Developer has failed or refused to meet fully any of its obligations under this Agreement after notice and an opportunity to cure as provided in Section 19 of this Agreement. In the event of a judicial proceeding brought by one party to this Agreement against the other party to this Agreement, the prevailing party in such judicial proceeding shall be entitled to reimbursement from the unsuccessful party of all costs and expenses, including reasonable attorneys’ fees, incurred in connection with such judicial proceeding. SECTION 19.DEFAULT. A. Events of Default by the Developer. The following shall be Events of Default with respect to this Agreement: 1. If any material representation made by the Developer in this Agreement, or in any certificate, notice, demand or request made by a party hereto, in writing and delivered to the City pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if the Developer does not remedy the default, within 15 days after written notice from the City. Exhibit A Page 49 of 139 CC Review Draft 6/30/16 42 #46933831_v3 2. Subject to an Uncontrollable Circumstance, default by the Developer for a period of 15 days after written notice thereof in the performance or material breach of any covenant contained in this Agreement concerning the existence, structure or financial condition of the Developer; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said 15 days and the Developer, within said 15 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 60 days after such notice. 3. Default by the Developer for a period of 15 days after written notice thereof in the performance or breach of any covenant, warranty or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if such default cannot be cured within said 15 days and the Developer, within said 15 days initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 60 days after such notice. For construction-related defaults, the cure period shall be 30 days and shall be extendable as a result of Uncontrollable Circumstances for the duration of such Uncontrollable Circumstances, 4. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Developer in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Developer for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. 5. The commencement by the Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by the Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Developer or of any substantial part of the Development Parcel, or the making by any such entity of any assignment for the benefit of creditors or the failure of the Developer generally to pay such entity’s debts as such debts become due or the taking of action by the Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds to meet the Developer’s obligations. 7. Sale, assignment, or transfer of the Development Parcel except in accordance with the Transferee Assumption provisions in Section 14 of this Agreement. 8. The Developer abandons the development and construction of the Project. Abandonment shall be deemed to have occurred when, after the commencement of construction on the Development Parcel as contemplated in Section 7.B of this Agreement, the construction work stops in the middle of a designated Phase for more than 60 days for any reason other than Uncontrollable Circumstances. Neither the failure of the Developer to secure any approvals required for the Development or construction, nor the failure of the Developer to deliver the Exhibit A Page 50 of 139 CC Review Draft 6/30/16 43 #46933831_v3 evidence of construction financing required pursuant to this Agreement shall be valid defenses to abandonment. 9. The Developer fails to comply with the Requirements of Law in relation to the construction and maintenance of the Project contemplated by this Agreement for a period of 30 days after written notice thereof; provided, however, that such failure shall not constitute an Event of Default if such failure cannot be cured within said 30 days and the Developer, within said 30 days initiates and diligently pursues appropriate measures to remedy the failure and in any event remedies such failure within 60 days after such notice. This period may be extended to as a result of Uncontrollable Circumstances for the duration of such Uncontrollable Circumstances. B. Events of Default by the City. The following shall be Events of Default with respect to this Agreement: 1. If any material representation made by the City in this Agreement, or in any certificate, notice, demand or request made by a party hereto, in writing and delivered to the Developer pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if the City does not remedy the default, within 15 days after written notice from the Developer. 2. Subject to an Uncontrollable Circumstance, default by the City in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of the City; provided, however, that such default or breach shall constitute an Event of Default if the City does not, within 15 days after written notice from the Developer, initiate and diligently pursue appropriate measures to remedy the default. 3. Default by the City in the performance or breach of any material covenant, warranty or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if the City, commences cure within 15 days after written notice from the Developer and in any event cures such default within 60 days after such notice, subject to Uncontrollable Circumstances. C. Remedies for Default. In the case of a Party's Event of Default under this Agreement: 1. The defaulting party shall, upon written notice from the non-defaulting party, take immediate action to cure or remedy such Event of Default. If, in such case, any monetary Event of Default is not cured, or if in the case of a non-monetary Event of Default, action is not taken or not diligently pursued, or if action is taken and diligently pursued but such Event of Default or breach shall not be cured or remedied after the applicable and notice and cure period set forth in this Agreement (unless extended by mutual agreement), the non-defaulting party may institute such proceedings as may be necessary or desirable in its opinion to cure or remedy such default or breach, including, but not limited to, proceedings to compel specific performance of the defaulting party’s obligations under this Agreement. Exhibit A Page 51 of 139 CC Review Draft 6/30/16 44 #46933831_v3 2. In the case of an Event of Default by the Developer occurring and continuing after the expiration of any applicable notice and cure period set forth in this Agreement, the City may, and without prejudice to any other rights and remedies available to the City, exercise any or all of the following options: a. if no building permits have been issued for the Project, the City may require Site Restoration in accordance with the terms and provisions of Section 7.E of this Agreement; b. if one or more building permits have been issued for the Project, the City may require demolition, removal, and restoration work in accordance with the terms and provisions of Section 7.E of this Agreement; or c. The Corporate Authorities may initiate the process for revocation of the Project Approvals solely with regard to the Development Parcel. In such case, revocation shall be without protest or objection by the Developer. 3. In case the City shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason, then, and in every such case, the Developer and the City shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Developer and the City shall continue as though no such proceedings had been taken. 4. Notwithstanding anything to the contrary set forth in the Project Approvals, if an Event of Default occurs under the Project Approvals, the City shall only be entitled to enforce its rights and remedies set forth in the Project Approvals against the owner of that portion of the Development Parcel which caused such Event of Default. 5. If an Event of Default by the Developer under this Agreement occurs, the City shall give any mortgagee or other lender that is identified in Section 14 copies of any notices of default which it may give to the Developer with respect to the Project pursuant to the Agreement. The City agrees that it shall accept a cure by any mortgagee or lender of the Development Parcel in fulfillment of the Developer’s obligations hereunder, for the account of the Developer and with the same force and effect as if performed by the Developer. No cure or attempted cure by or on behalf of such mortgagee or lender shall cause it to be deemed to have accepted an assignment of this Agreement SECTION 20.GENERAL PROVISIONS. A.Notice. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered: (i) personally, (ii) by a reputable overnight courier, (iii) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of (a) actual receipt; (b) one business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the requirements of this Section 20.A, each party shall have the right to change the address or the addressee, or both, for all future notices and Exhibit A Page 52 of 139 CC Review Draft 6/30/16 45 #46933831_v3 communications to such party, but no notice of a change of addressee or address shall be effective until actually received. Notices and communications to City shall be addressed to, and delivered at, the following address: City of Des Plaines 1420 Miner Street Des Plaines, Illinois 6016 Attn: City Manager With a copy to: Holland & Knight LLP 131 S. Dearborn, 30th Floor Chicago, Illinois 60603 Attention: Peter M. Friedman Notices and communications to the Developer shall be addressed to, and delivered at, the following addresses: O’Hare Real Estate, LLC 18 Watergate Drive South Barrington, Illinois 60010 With copies to: Lyon & Caron LLP 790 Estate Drive, Suite 180 Deerfield, Illinois 60015 Attention: Jeff Lyon B.Time of the Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. C.Estoppel Certificate. Each party shall at any time upon not less than fifteen (15) days prior written notice from any other party execute, acknowledge and deliver to such requesting party a statement in writing (i) certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Agreement, as so modified, is in full force and effect), (ii) acknowledging that there are not, to the certifying party's knowledge, any uncured defaults on the part of any other party hereunder, or specifying such defaults if any are claimed, and (iii) any other information reasonably required by the party requesting same. D.Exhibits. Exhibits A through L attached to this Agreement are, by this reference, incorporated in and made a part of this Agreement. In the event of a conflict between an exhibit and the text of this Agreement, Section 4.B of this Agreement shall control. Exhibit A Page 53 of 139 CC Review Draft 6/30/16 46 #46933831_v3 E.Amendments and Modifications. No amendment or modification to this Agreement shall be effective unless and until it is reduced to writing and approved and executed by all parties to this Agreement in accordance with all applicable statutory procedures. F.Governing Law. This Agreement shall be governed by, and enforced in accordance with, the internal laws, but not the conflicts of laws rules, of the State of Illinois. G.Changes in Laws. Unless otherwise explicitly provided in this Agreement, any reference to any Requirements of Law shall be deemed to include any modifications of, or amendments to such Requirements of Law as may, from time to time, hereinafter occur. H.Non-Waiver. The City shall be under no obligation to exercise any of the rights granted to it in this Agreement. The failure of the City to exercise at any time any right granted to the City shall not be deemed or construed to be a waiver of that right, nor shall the failure void or affect the City’s right to enforce that right or any other right. I.Severability. It is hereby expressed to be the intent of the parties hereto that should any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity, or property be held invalid by a court of competent jurisdiction, the remaining provisions of this Agreement and the validity, enforceability, and application to any person, entity, or property shall not be impaired thereby, but the remaining provisions shall be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law. J. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall be made, or be valid, against the City or the Developer. [END OF TEXT - SIGNATURE PAGES FOLLOW] Exhibit A Page 54 of 139 CC Review Draft 6/30/16 47 #46933831_v3 IN WITNESS WHEREOF, the parties hereto have affixed their signatures the date and year first above written. CITY OF DES PLAINES, an Illinois home rule municipal corporation By: _________________________________ Its:Mayor ATTEST: By: ____________________________ Its: City Clerk O’HARE REAL ESTATE, LLC, an Illinois limited liability company By:_____________________________________ Its:______________________________________ Exhibit A Page 55 of 139 CC Review Draft 6/30/16 48 #46933831_v3 STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) The foregoing instrument was acknowledged before me on this ________ day of ____________________________, 2016 by Matthew Bogusz, the Mayor of the CITY OF DES PLAINES, an Illinois home rule municipal corporation, and by Gloria J. Ludwig, the City Clerk of said municipal corporation. _________________________________ Signature of Notary SEAL My Commission expires: ____________________________________________________________________________ STATE OF ILLINOIS ) ) SS. COUNTY OF ______ ) The foregoing instrument was acknowledged before me on this ___________ day of __________________________, 2016 by _____________________________, the ____________________ of O’HARE REAL ESTATE, LLC an Illinois limited liability company. _________________________________ Signature of Notary SEAL My Commission expires: Exhibit A Page 56 of 139 CC Review Draft 6/30/16 EXHIBITS Exhibit A Legal Description and Depiction of Subject Property Exhibit A-1 Legal Description and Depiction of Development Parcel Exhibit A-2 Legal Description and Depiction of City Retained Parcel Exhibit A-3 Legal Description and Depiction of District Retained Parcel Exhibit B Preliminary PUD Plat Exhibit C Billboard Easements and Restrictive Covenant Agreement Exhibit D Preliminary Project Plans: -Preliminary Site Plan -Preliminary Engineering Plan -Preliminary Engineering Plan Exhibit D-1 Final Project Plans: [To be inserted prior to recording] -Final Site Plan -Final Engineering Plan -Final Landscape Plan Exhibit E Mannheim Road Improvement Plans Exhibit F Form Letter of Credit Exhibit G Preliminary Redevelopment Project Costs Exhibit G-1 Final Redevelopment Project Costs [To be inserted prior to recording] Exhibit H TIF Note Exhibit I Form of Certification Request Exhibit J Sales Tax Note Exhibit K Hotel Tax Note Exhibit L Transferee Assumption Agreement Exhibit A Page 57 of 139 CC Review Draft 6/30/16 Exhibit A Page 1 EXHIBIT A Legal Description and Depiction of Subject Property PARCEL 1A: LOTS 1 AND 2 IN SPEEDWAY ACRES, BEING A SUBDIVISION OF PART OF THE SOUTHWEST 1/4 OF SECTION 33 TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS EXCEPTING THERE FROM THAT PART DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE NORTH 87 DEGREES 30 MINUTES 47 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 44.29 FEET TO THE MOST NORTHERLY EAST CORNER OF SAID LOT 1; THENCE SOUTH 58 DEGREES 24 MINUTES 44 SECONDS EAST ALONG SAID NORTH LINE, 44.28 FEET; THENCE SOUTH 31 DEGREES 35 MINUTES 16 SECONDS WEST, 70.87 FEET; THENCE SOUTH 89 DEGREES 42 MINUTES 39 SECONDS WEST, 44.43 FEET TO THE WEST LINE OF SAID LOT 1; THENCE NORTH 00 DEGREES 17 MINUTES 21 SECONDS WEST ALONG SAID WEST LINE, 81.87 FEET TO THE POINT OF BEGINNING. PARCEL 1B: THAT PART OF THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF ORCHARD PLACE ROAD AND THE SOUTH LINE OF CENTRAL AVENUE, THENCE WEST ALONG THE SOUTH LINE OF SAID CENTRAL AVENUE 93.75 FEET, THENCE SOUTH PARALLEL WITH THE WEST LINE OF THE SOUTHWEST 1/4 AFORESAID 129.16 FEET TO A POINT OF BEGINNING OF THIS TRACT "B" THENCE CONTINUING SOUTH ALONG THE AFORESAID LINE 148.09 FEET, THENCE EAST 150 FEET TO A POINT ON THE WEST LINE OF SAID ORCHARD PLACE ROAD THENCE NORTH ALONG THE WEST LINE OF SAID ORCHARD PLACE ROAD 49.43 FEET, THENCE NORTHWESTERLY 176.35 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS PARCEL 1C: THAT PART OF THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE CENTER LINE OF ORCHARD PLACE ROAD 277 FEET 3 INCHES DUE SOUTH FROM THE SOUTH LINE OF CENTRAL AVENUE IN BRESCHE'S ADDITION TO ORCHARD PLACE; RUNNING THENCE SOUTH 87 1/2 DEGREES WEST PARALLEL TO SAID SOUTH LINE 180 FEET; THENCE SOUTH PARALLEL TO THE WEST LINE OF SAID QUARTER SECTION, 75 FEET; THENCE NORTH 87 1/2 DEGREES EAST 180 FEET TO THE CENTER LINE OF SAID ORCHARD PLACE ROAD AFORESAID; THENCE NORTH ALONG THE CENTER LINE OF SAID ORCHARD PLACE ROAD 75 FEET TO THE PLACE OF BEGINNING (EXCEPT THEREFROM THE EAST 30.00 FEET THEREOF), IN COOK COUNTY, ILLINOIS. PARCEL 1D: BEGINNING AT A POINT IN THE CENTER LINE OF A HIGHWAY KNOWN AS ORCHARD PLACE ROAD IN THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, A DISTANCE 352 FEET 3 INCHES DUE SOUTH FROM THE SOUTH LINE OF CENTRAL AVENUE IN BRESCHE'S ADDITION TO ORCHARD PLACE, RUNNING THENCE SOUTH 87 1/2 DEGREES WEST PARALLEL TO SAID SOUTH LINE 180 FEET; THENCE SOUTH PARALLEL TO THE WEST LINE OF SAID QUARTER SECTION 50 FEET; THENCE NORTH 87 1/2 DEGREES EAST 180 Exhibit A Page 58 of 139 CC Review Draft 6/30/16 Exhibit A Page 2 #46957878_v2 FEET TO THE CENTER LINE OF SAID ORCHARD PLACE ROAD, AFORESAID, THENCE NORTH ON THE CENTER LINE OF ORCHARD PLACE ROAD, AFORESAID, 50 FEET TO THE PLACE OF BEGINNING (EXCEPT THEREFROM THE EAST 30.00 FEET THEREOF), IN COOK COUNTY, ILLINOIS. PARCEL 1E: THAT PART OF THE WEST 7.14 CHAINS LYING SOUTH OF THE NORTH 703.6 FEET AND NORTH OF THE CENTER LINE OF WILLOW CREEK (EXCEPT THE NORTH 408.25 FEET OF THE EAST 180.0 FEET THEREOF) AND (EXCEPT THE NORTH 402.25 FEET OF THE WEST 291.24 FEET THEREOF) AND (EXCEPT THAT PART THEREOF LYING WEST OF A LINE DRAWN PARALLEL WITH AND DISTANT 50 FEET EAST, MEASURED AT RIGHT ANGLES THERETO, FROM THE CENTER LINE OF MANNHEIM ROAD) AND (EXCEPT THEREFROM THE EAST 30.00 FEET THEREOF) OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO EXCEPT THAT PART OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS, FURTHER DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF MANNHEIM ROAD AS DEDICATED PER DOCUMENT NUMBER 20088837, RECORDED MACH 20, 1967 IN THE RECORDER’S OFFICE OF COOK COUNTY, ILLINOIS AND THE CENTER LINE OF WILLOW CREEK, THENCE NORTH ALONG SAID EAST LINE OF MANNHEIM ROAD 45.62 FEET, THENCE EAST AT RIGHT ANGLE 6.00 FEET TO A LINE 6 FEET EAST OF AND PARALLEL WITH SAID EAST LINE OF MANNHEIM ROAD, THENCE SOUTH ALONG LAST DESCRIBED LINE 48.00 FEET TO SAID CENTERLINE OF WILLOW CREEK, THENCE NORTHWEST ALONG SAID CENTERLINE OF WILLOW CREEK 6.45 FEET TO THE POINT OF BEGINNING, CONTAINING 0.006 ACRE, EQUIVALENT TO 281 SQUARE FEET, MORE OR LESS. ALSO EXCEPT THAT PART OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS, FURTHER DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF MANNHEIM ROAD AS DEDICATED PER DOCUMENT NUMBER 20088837, RECORDED MARCH 20, 1967 IN THE RECORDER’S OFFICE OF COOK COUNTY, ILLINOIS AND THE CENTER LINE OF WILLOW CREEK; THENCE NORTH 00 DEGREES 17 MINUTES 21 SECONDS WEST PARALLEL WITH SAID CENTER LINE, 29.50 FEET TO THE NORTH LINE OF A PERMANENT EASEMENT PER DOCUMENT NO. 00110555198; THENCE ALONG SAID NORTH LINE THE FOLLOWING 3 COURSES: 1) SOUTH 68 DEGREES 38 MINUTES 56 SECONDS EAST, 220.46 FEET, 2) SOUTH 80 DEGREES 11 MINUTES 06 SECONDS EAST, 50.41 FEET, 3) SOUTH 70 DEGREES 44 MINUTES 01 SECOND EAST, 138.10 FEET TO THE WEST LINE OF RAILROAD AVENUE; THENCE SOUTH 00 DEGREES 17 MINUTES 21 SECONDS EAST ALONG SAID WEST LINE, 45.75 FEET TO THE AFORESAID CENTER LINE OF WILLOW CREEK; THENCE NORTH 68 DEGREES 38 MINUTES 56 SECONDS WEST, 420.30 FEET TO THE POINT OF BEGINNING. Exhibit A Page 59 of 139 CC Review Draft 6/30/16 Exhibit A Page 3 #46957878_v2 PARCEL 1F: THE SOUTH 6 FEET OF THE NORTH 1111.85 FEET OF THE EAST 180 FEET OF THE WEST 7.14 CHAINS OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THEREFROM THE EAST 30.00 FEET THEREOF), IN COOK COUNTY, ILLINOIS. PARCEL 2: LOTS 1 AND 2 IN ORCHARD HIGGINS SUBDIVISION, BEING A SUBDIVISION OF PART OF THE SOUTHWEST 1/4 OF SECTION 33 TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THERE OF RECORDED FEBRUARY 17, 2016 AS DOCUMENT NO. 1607719068, IN COOK COUNTY, ILLINOIS. PARCEL 3: THAT PART OF RAILROAD AVENUE (AKA ORCHARD PLACE ROAD) VACATED BY ORDINANCE NO. ___________________ RECORDED _____________ , 2016 AS DOCUMENT NO.______________, IN THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF LOT 2 IN ORCHARD HIGGINS SUBDIVISION RECORDED AS DOCUMENT NO. 1607719068; THENCE NORTH 00 DEGREES 17 MINUTES 21 SECONDS WEST ALONG THE WEST LINE OF SAID LOT 2, A DISTANCE OF 53.34 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 42 MINUTES 39 SECONDS WEST ALONG THE SOUTH LINE OF SAID VACATED RAILROAD AVENUE, 60.00 FEET TO THE SOUTHWEST CORNER OF SAID VACATED RAILROAD AVENUE; THENCE NORTH 00 DEGREES 17 MINUTES 21 SECONDS WEST ALONG THE WEST LINE OF SAID VACATED RAILROAD AVENUE, 440.23 FEET TO THE NORTH LINE OF LAND CONVEYED BY DOCUMENT NO. ; THENCE SOUTH 58 DEGREES 24 MINUTES 44 SECONDS EAST, ALONG SAID NORTH LINE 70.66 FEET TO THE EAST LINE OF RAILROAD AVENUE BEING THE NORTHERLY EXTENSION OF THE WEST LINE OF AFORESAID LOT 2; THENCE SOUTH 00 DEGREES 17 MINUTES 21 SECONDS EAST FEET ALONG SAID EAST LINE AND NORTHERLY EXTENSION THEREOF, 402.91 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY ILLINOIS. PARCEL 4: THAT PART OF LOT 1 IN BLOCK 7 IN ORCHARD PLACE, BEING A SUBDIVISION OF PART OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT RECORDED MAY 9, 1888 IN BOOK 29, PAGE 30, AS DOCUMENT 955011, CONDEMNED FOR HIGHWAY IN CASE NO. 54C3865 AND DESCRIBED AS FOLLOWS: THAT PART OF LOT 1 LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE WEST LINE OF SAID LOT 1, SAID POINT BEING 76.31 FEET SOUTHERLY OF THE NORTH TIP OF SAID LOT 1, MEASURED ON THE WEST LINE THEREOF; THENCE TO A POINT IN THE EAST LINE OF SAID LOT 1, SAID POINT BEING 94.32 FEET SOUTHERLY OF THE NORTH TIP OF LOT 1 AFORESAID, MEASURED ON THE WEST LINE THEREOF). PINS: 09-33-305-002-0000, 09-33-305-005-0000, 09-33-305-006-0000, 09-33-305-009-0000, 09-33-305-010-0000, 09-33-305-013-0000, 09-33-305-014-0000, 09-33-306-001-0000, 09-33-306-001-0000, 09-33-309-002-0000, 09-33-309-003-0000, 09-33-309-004-0000, 09-33-309-005-0000, 09-33-309-010-0000, p.t 09-33-500-005-0000 Exhibit A Page 60 of 139 CC Review Draft 6/30/16 Exhibit A Page 4 #46957878_v2 Commonly known as 2985-3003 Mannheim Road, 3011-3045 Orchard Place, and 10194, 10246 and 10256 Higgins Road, Des Plaines, Illinois Exhibit A Page 61 of 139 CC Review Draft 6/30/16 Exhibit A Page 5 #46957878_v2 Exhibit A Page 62 of 139 CC Review Draft 6/30/16 Exhibit A-1 Page 1 EXHIBIT A-1 Legal Description and Depiction of Development Parcel [INSERT METES AND BOUNDS DESCRIPTION AND BOUNDARY SURVEY OF DEVELOPMENT PARCEL] Exhibit A Page 63 of 139 CC Review Draft 6/30/16 Exhibit A-2 Page 1 EXHIBIT A-2 Legal Description and Depiction of Retained Parcel THAT PART DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 1; THENCE NORTH 87 DEGREES 30 MINUTES 47 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 44.29 FEET TO THE MOST NORTHERLY EAST CORNER OF SAID LOT 1; THENCE SOUTH 58 DEGREES 24 MINUTES 44 SECONDS EAST ALONG SAID NORTH LINE, 44.28 FEET; THENCE SOUTH 31 DEGREES 35 MINUTES 16 SECONDS WEST, 70.87 FEET; THENCE SOUTH 89 DEGREES 42 MINUTES 39 SECONDS WEST, 44.43 FEET TO THE WEST LINE OF SAID LOT 1; THENCE NORTH 00 DEGREES 17 MINUTES 21 SECONDS WEST ALONG SAID WEST LINE, 81.87 FEET TO THE POINT OF BEGINNING. Exhibit A Page 64 of 139 CC Review Draft 6/30/16 Exhibit B EXHIBIT B Preliminary PUD Plat Exhibit A Page 65 of 139 consulting engineers HAEGER ENGINEERINGland surveyors File Name:Layout: Jun 22, 2016 - 6:05pmPRELIMINARY PLAT todd-s Plot Date: Plotted By:P:\2015\15180\Drawings\Final Survey\15180-Plat of Subdivision.dwgEasement Notes 1. All existing easements that are to be abrogated, vacated and released prior to or with the recording of final plat are not shown hereon.2. Lot 8 (Billboard Parcel) is also an easement for ingress/ egress, public utilities & drainage.3. Easements for public utilities shall be granted during Final Plat and Final Engineering phase after coordination with public utility companies.4. Easement provisions shall be determined during Final Plat phase of project.Area Table LOT #1 2 3 4 5 6 7 8 R.O.W.S.F.65,241 24,442 139,749 13,650 67,325 43,214 33,238 5,237 3,764Ac.1.4977 0.5611 3.2082 0.3134 1.5456 0.9921 0.7630 0.1202 0.0864 Ex h i b i t A Page 66 of 139 CC Review Draft 6/30/16 Exhibit C Page 1 EXHIBIT C Billboard Easements and Restrictive Covenant Agreement THIS BILLBOARD EASEMENTS AND COVENANTS AGREEMENT (“Agreement”), made and entered into as of ____________, 2016 (the “Effective Date”) by and between by and between the CITY OF DES PLAINES, an Illinois home-rule municipal corporation (“City”), and O’HARE REAL ESTATE, LLC, an Illinois limited liability company (“O’Hare” or "Developer"). In consideration of the recitals and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and the Developer (collectively, the “Parties”) agree as follows: Section 1.Recitals. A. Pursuant to that certain Purchase, Sales, and Escrow Agreement dated March 16, 2016, and amended by a First Amendment dated [INSERT DATE] between the City and the Developer, the Developer acquired from the City a 6.509 acre parcel of real estate south of the Jane Adams Tollway, east of Mannheim Road, and west of Wisconsin Central Ltd. railroad right- of-way (“Development Parcel”) which is legally described and depicted in Exhibit A attached hereto; and B. The City retained ownership of a parcel of real property consisting of 5,237 square feet bordered on the east, south, and west by the Development Parcel and on the north by the I-90/Jane Adams Tollway right-of-way (“Retained Parcel”) which is legally described and depicted in Exhibit B attached hereto; and C. The Retained Parcel is improved with a double-faced commercial billboard visible from eastbound and westbound traffic on the 1-90/Jane Adams Tollway (“Billboard”) owned by Outfront Media Group LLC; and D. The Billboard is maintained on the Retained Parcel pursuant to a Sign Location Lease (“Lease”) dated October 28, 2004 with an initial 20 year term, a copy of which Lease is attached hereto as Exhibit C; and E. The Developer has agreed to grant the City certain easements over the Development Parcel and to impose a restrictive covenant over the Development Parcel to allow the City to maintain the Billboard on the Retained Parcel as set forth herein; and F. The City has agreed to limit the permitted uses on the Retained Property to uses that do not conflict with the Developer’s proposed project on the Development Parcel; and G. The Parties acknowledge that the Developer may transfer title to portions of the Development Parcel (each a “Sub-Parcel”) that are subject to this Agreement pursuant to the terms and conditions set forth in that certain Amended and Restated Redevelopment and Economic Incentive Agreement between the Parties dated [INSERT DATE] (“Redevelopment Agreement”). For the purposes of this Agreement, the term “Developer” shall mean O’Hare and, after each of the Sub-Parcels are conveyed by O’Hare, the successors in title to those Sub-Parcels that are subject to the Easements and Covenant Premises, as defined herein. Section 2.Easements. The Developer hereby grants and conveys to the City, and the City hereby expressly reserves to itself and to its successors, assigns, and any current or future Exhibit A Page 67 of 139 CC Review Draft 6/30/16 Exhibit C Page 2 tenant of the City maintaining and operating a commercial Billboard or other permitted use on the Retained Parcel (“Tenant”) in perpetuity, subject to the terms herein, the following easements (hereinafter the “Easements”): A. Access Easement. A non-exclusive easement of ingress and egress over a portion of the Development Parcel described and depicted in Exhibit D attached hereto for the sole purpose of allowing vehicles operated by the City or a Tenant to gain ingress and egress from the Retained Parcel to the Mannheim Road public right-of-way for constructing, erecting, installing, repairing, replacing, operating, utilizing, and maintaining the Billboard on the Retained Parcel and all other structures, equipment, fixtures and property necessary or convenient to the construction, operation, and maintenance of the Billboard, including, without limitation, the utility facilities servicing the Billboard (“Access Easement”). Notwithstanding anything to the contrary in this Agreement, the Developer reserves the right to relocate the Access Easement, from time to time, in the event that the Developer determines, in its reasonable discretion, that such relocation is necessary or desirable in connection with the development or operation of the Development Parcel; provided, however, that the relocated Access Easement must (i) provide the City and its Tenant with access to the Retained Parcel and the Billboard; and (ii) be (a) no less than 20 feet wide; and (b) suitable for construction traffic and the transport of heavy equipment, provided that construction traffic and transport of heavy equipment shall be at such times and on such days as are reasonably approved by Developer. Neither the City nor its Tenant will be responsible for the cost and expense to relocate or reconstruct the Access Easement if such relocation or reconstruction is requested by the Developer. B. Utility Easement. A non-exclusive easement over, under, and/or above a portion of the Development Parcel described and depicted in Exhibit E attached hereto for the installation, operation, and maintenance of an electrical utility facility, line, or connection, upon the Development Parcel that may be reasonably necessary or appropriate in order to afford adequate illumination of the Billboard (“Utility Easement”). Notwithstanding anything to the contrary in this Agreement, the Developer reserves the right to relocate the Utility Easement, from time to time, in the event that the Developer determines, in its reasonable discretion, that such relocation is necessary or desirable in connection with the development or operation of the Development Parcel; provided, however, that the relocated Utility Easement must provide the Retained Parcel with sufficient access to provide utility service to the Billboard. Neither the City nor its Tenant will be responsible for the cost and expense to relocate or reconstruct the Utility Easement if such relocation or reconstruction is requested by the Developer. Section 3.Restrictive Covenants. A. Visibility Covenant. The Developer shall not allow the construction, placement, or erection or any structures, the storage of any objects, or the planting or growth of any landscaping upon, above, and/or across that portion of the Development Parcel described and depicted in Exhibit F attached hereto that (i) are above 30 feet in height; or (ii) impair the visibility of the Billboard from eastbound and westbound traffic on the I-90/Jane Adams Tollway (“Visibility Covenant”). The Developer hereby declares that the Development Parcel shall be held, transferred, sold, conveyed, used, and occupied subject to the Visibility Covenant which is for the purpose of protecting the value of the Retained Parcel for the continued use, maintenance, and operation of the Billboard. B. Retained Parcel Use Covenant. The City shall not allow the Retained Parcel to be used for, developed with, or operated with any of the commercial uses that are set forth, at any time and from time to time, as approved uses for the Development Parcel in the Exhibit A Page 68 of 139 CC Review Draft 6/30/16 Exhibit C Page 3 Redevelopment Agreement. The Parties agree that the use of the Retained Parcel for the maintenance and operation of the Billboard and for a wireless telephone/data service antenna shall be permitted. The City hereby declares that the Retained Parcel shall be held, transferred, sold, conveyed, used, and occupied subject to the covenant set forth in this Section 3.B which is for the purpose of protecting the value of the Development Parcel for the continued use, maintenance, and operation of the Project (as defined in the Redevelopment Agreement) on the Development Parcel. Section 4. Hold Harmless; Waiver of Claims. The City agrees to save and hold the Developer, and its employees, representatives, and agents harmless from all claims, causes of action, suits, damages, liabilities, demands, liens, judgments, awards, or liabilities of any nature or kind (collectively, "Claims") that relate to or arise directly or indirectly from the City's or its Tenant’s use of the premises associated with the Easements and the Visibility Covenant (collectively “Easements and Covenant Premises”). Additionally, the City agrees to waive, on behalf of itself and its representatives, and agents, all Claims against the Developer that relate to or arise directly or indirectly from the City's and its Tenants’ use of the Easements and Covenant Premises; provided, however, that this waiver shall not apply to claims that arise from the gross negligence or reckless or willful conduct of the Developer, its employees, representatives, or agents. Section 5. Insurance. The City agrees that, prior to entering onto the Easements and Covenant Premises to exercise its rights hereunder, the City shall procure and maintain, and shall cause each contractor and subcontractor performing any work on the Easements and Covenant Premises to procure and maintain, the following insurance coverage from a company licensed to issue such policies in the State of Illinois: A. Workers' Compensation Insurance Policy: Coverage A - providing payment promptly when due of all compensation and other benefits required of the insured by the workers' compensation law; Coverage B - Employers' Liability: providing payment on behalf of the insured with limits not less than $1,000,000 each accident/occurrence for all sums which the insured shall become legally obligated to pay as damages because of bodily injury by accident or disease, including death at any time resulting therefrom. Coverage A and Coverage B will cover all contractors, subcontractors, and their subcontractors; B. Comprehensive General Liability Policy or Policies covering all contractors, subcontractors, and all their subcontractors with limits not less than the combined single limit of $2,000,000 for bodily injuries to or death of one or more persons and/or property damage sustained by one or more organizations as a result of any one occurrence, which policy or policies shall not exclude property of the City. The Developer shall be added as Additional Insured. Bodily injury means bodily injury, sickness, or disease sustained by any person which occurs during the policy period, including death, at any time resulting therefrom. Property damage means (1) physical injury to or destruction of tangible property which occurs during the policy period, including the loss of use thereof at any time resulting therefrom, or (2) loss of use of tangible property which has not been physically injured or destroyed provided such loss of use is caused by an occurrence during the policy period; and C. Automobile Liability in the amount of not less than $1,000.000 per occurrence combined single limit covering all owned, leased, rented, and non-owned vehicles. The City shall furnish to the Developer, prior to entering onto the Easements and Covenant Premises, a certified copy of each policy of insurance or a Certificate of Insurance evidencing Exhibit A Page 69 of 139 CC Review Draft 6/30/16 Exhibit C Page 4 the coverage specified in subsections (A), (Bi), and (C) of this Section. Insurance coverage as required herein in subsections (A), (B), and (Ci) shall be kept in force until this Agreement is terminated. Declarations in each of the policies shall identify the work or activities as being done by and for others on property owned by the City and there shall be no exclusions in any of the policies not approved by the Developer. The City hereby reserves the right to amend, correct and change, from time to time, the limits, coverage, and form of policy as may be required from the City’s contractor or contractors before entering the Easements and Covenant Premises or the Development Parcel. The coverages required to be provided in subsections (B) and (C) shall name the Developer, its successors in title to the portions of the Development Parcel that include Easements and Covenant Premises, and any lenders providing financing for the portions of the Development Parcel that include Easements and Covenant Premises, as additional insureds. Section 6. Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”) under this Agreement: A. The City’s or its Tenant’s failure to perform or observe any other covenant, term, or condition to be performed or observed by the City hereunder, and the continuation of such default for a period of thirty (30) days after notice thereof from the Developer; provided, however, that if such default cannot be cured within thirty (30) days and the City or its Tenant has undertaken diligent efforts within such thirty (30) day period to effect a cure, then the cure period shall be extended for such additional time, not to exceed an additional sixty (60) days, as may be required by the City or its Tenant, through the exercise of continuous, diligent efforts to complete all required corrective action; or B. Any representation or warranty of the City hereunder proves to be false or misleading in any material respect when made; or C. The City’s failure to maintain or cause its contractors, or subcontractors to maintain the insurance coverages required under Section 5 hereof or the City’s failure to furnish the Developer with evidence of such insurance as required by said Section. Section 7. Remedies. Upon the occurrence of an Event of Default, the Developer may exercise any one or more of the following remedies: A.terminate the Easements and Covenant and all rights and privileges of the City under this Agreement by written notice to the City; B. take reasonable corrective actions the Developer deems necessary or appropriate to cure such default and charge the cost thereof to the City, such payment to be made by the City upon the Developer’s presentment of demand therefor along with proof of the work conducted or costs incurred in the form of purchase orders, invoices, waivers of lien, or contractor’s sworn statements; or C. any other remedy available at law or in equity to the Developer, including without limitation specific performance of the City’s obligations hereunder. No delay or omission of the Developer to exercise any right or power arising from any default shall impair any such right or power or be construed to be a waiver of any such default or any acquiescence therein. No waiver of any breach of any of the covenants of this Agreement shall be construed, taken, or held to be a waiver of any other breach, or as a waiver, acquiescence Exhibit A Page 70 of 139 CC Review Draft 6/30/16 Exhibit C Page 5 in, or consent to any further or succeeding breach of the same covenant. The acceptance of payment by the Developer of any of the fees or charges set forth in this Agreement shall not constitute a waiver of any breach or violation of the terms or conditions of this Agreement. Section 8. Condition of The Development Parcel; Repair and Restoration. A. Condition of the Development Parcel. The Developer has made no representations or warranties of any kind or nature whatsoever, whether written or oral, concerning the suitability of the Easements and Covenant Premises for any of the uses contemplated herein. In entering into this Agreement, the City has relied solely upon such independent investigations of the condition of the Easements and Covenant Premises as the City has deemed necessary or appropriate in its discretion. The Easements are granted over the Easements and Covenant Premises in its AS-IS, WHERE-IS CONDITION, WITH ALL FAULTS, and the Developer has not agreed to undertake any improvements or other work to make the Development Parcel or the Easements and Covenant Premises suitable for the intended uses. B. Repair and Restoration. The City shall promptly repair at its sole cost any damage to the Easements and Covenant Premises from its or its Tenant’s use of this grant of easement. In addition, the City shall promptly repair at its sole cost any damage to other portions of the Development Parcel resulting or arising from, or otherwise related to, the City’s or its Tenant’s use of this grant of easements. Section 9. Notice. All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly delivered (i) upon the delivery (or refusal to accept delivery) by messenger or overnight express delivery service (or, if such date is not on a business day, on the business day next following such date), or (ii) on the third (3rd) business day next following the date of its mailing by certified mail, postage prepaid, at a post office maintained by the United States Postal Service, or (iii) upon the receipt by facsimile transmission as evidenced by a receipt transmission report (followed by delivery by one of the other means identified in (i)-(ii)), addressed as follows: if to Developer: O’Hare Real Estate, LLC 18 Watergate Drive South Barrington, Illinois 60010 Facsimile: (847) ___________ With a copy to: Lyon & Caron LLP 790 Estate Drive, Suite 180 Deerfield, Illinois 60015 Attention: Jeff Lyon Facsimile: (847) 940-4559 if to City: City of Des Plaines 1420 Miner St. Des Plaines, IL 60016 Attn.: Michael Bartholomew, City Manager Facsimile: (847) ___________ Exhibit A Page 71 of 139 CC Review Draft 6/30/16 Exhibit C Page 6 With a copy to: Holland & Knight LLP 131 South Dearborn, 30th Floor Chicago, Illinois 60603 Attn: Peter M. Friedman Facsimile: (312) 578-6666 Nothing in this Section will be deemed to invalidate a notice that is actually received and the receipt confirmed by the receiving party, even if it is not provided in strict accordance with this Section. Section 10. Reservation of Rights. The Developer hereby reserves the right to use the Easements and Covenant Premises and the Development Parcel in any manner that will not prevent or interfere in any way with the exercise by the City of the rights granted hereunder; provided, however, that the Developer shall not permanently or temporarily improve, disturb, damage, destroy, injure, or obstruct the Easements and Covenant Premises, or permit the Easements and Covenant Premises to be permanently or temporarily improved, disturbed, damaged, destroyed, injured, or obstructed, at any time whatsoever, except as specifically provided for in the Redevelopment Agreement, without providing advanced written notice to the City. The Developer shall have the right to grant other non-exclusive easements over, along, upon, or across the Easements and Covenant Premises; provided, however, that any such other easements shall be subject to this Agreement and the rights granted hereby. Section 11. Covenants Running with the Land. The easements and rights granted in this Agreement, the restrictions imposed by this Agreement, and the agreements and covenants contained in this Agreement shall be easements, rights, restrictions, agreements, and covenants running with the land, shall be recorded against the Easements and Covenant Premises and the Retained Parcel and shall be binding upon and inure to the benefit of the City and the Developer. If any of the easements, rights, restrictions, agreements, or covenants created by this Agreement would otherwise be unlawful or void for violation of (a) the rule against perpetuities or some analogous statutory provision, (b) the rule restricting restraints on alienation, or (c) any other statutory or common law rules imposing time limits, then such easements, rights, restrictions, agreements, or covenants shall continue only until 21 years after the death of the last survivor of any now living lawful descendants of any now living current or former President of the United States. Section 12. Amendment. Except as set forth in Section 7.A, this Agreement may be modified, amended, or terminated only by the written agreement of the City and the Developer. Section 13. Entire Agreement; Integration; Counterparts. All understandings and agreements, whether written or oral, heretofore had between the Parties with respect to the easements granted hereby hereto are merged in this Agreement, which alone fully and completely expresses their agreement. Neither party is relying upon any statement or representation not embodied in this Agreement, made by the other. This Agreement may be signed in two or more counterparts, all of which taken together shall constitute a single agreement. Section 14. Estoppel. Either the Developer or the City shall at any time upon not less than fifteen (15) days prior written notice from any other party execute, acknowledge and deliver to Exhibit A Page 72 of 139 CC Review Draft 6/30/16 Exhibit C Page 7 such requesting party a statement in writing (i) certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Agreement, as so modified, is in full force and effect), (ii) acknowledging that there are not, to the certifying party's knowledge, any uncured defaults on the part of any other party hereunder, or specifying such defaults if any are claimed, and (iii) any other information reasonably required by the party requesting same. [SIGNATURE PAGE FOLLOWS] Exhibit A Page 73 of 139 CC Review Draft 6/30/16 Exhibit C Page 8 IN WITNESS WHEREOF, the Parties hereto have executed or have caused this Agreement to be executed by their proper officers duly authorized to execute same. O’HARE REAL ESTATE, LLC, an Illinois limited liability company By: _________________________________ Its: Manager STATE OF ILLINOIS ) ) SS. COUNTY OF ______ ) The foregoing instrument was acknowledged before me this _____day of _______________, 20____, by _______________, the Manager of O’HARE REAL ESTATE, LLC, an Illinois limited liability company. ___________________________________ Signature of Notary SEAL My Commission expires: _______________ CITY OF DES PLAINES, an Illinois home rule municipality By:________________________________ Name: Matthew A. Bogusz Title: Mayor ATTEST: By: _____________________________ Name: Gloria J. Ludwig Title: City Clerk STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) The foregoing instrument was acknowledged before me this __day of ______________, 20__, by Matthew A. Bogusz, the Mayor of the CITY OF DES PLAINES, an Illinois home rule municipal corporation, and by Gloria J. Ludwig, the Village Clerk of said municipal corporation. ___________________________________ Signature of Notary SEAL My Commission expires: _______________ Exhibit A Page 74 of 139 CC Review Draft 6/30/16 Exhibit C Page 9 EXHIBITS TO EASEMENTS AND RESTRICTIVE COVENANT AGREEMENT EXHIBIT A Legal Description and Depiction of Development Parcel [FINAL SURVEYED DEPICTION & DESCRIPTION TO BE INSERTED PRIOR TO EXECUTION] EXHIBIT B Legal Description and Depiction of Retained Parcel [FINAL SURVEYED DEPICTION & DESCRIPTION TO BE INSERTED PRIOR TO EXECUTION] EXHIBIT C Existing Sign Location Lease [TO BE INSERTED PRIOR TO RECORDATION] EXHIBIT D Legal Description and Depiction of Access Easement [FINAL SURVEYED DEPICTION & DESCRIPTION TO BE INSERTED PRIOR TO EXECUTION] EXHIBIT E Legal Description and Depiction of Utility Easement [FINAL SURVEYED DEPICTION & DESCRIPTION TO BE INSERTED PRIOR TO EXECUTION] EXHIBIT F Legal Description and Depiction of Visibility Covenant Area [FINAL SURVEYED DEPICTION & DESCRIPTION TO BE INSERTED PRIOR TO EXECUTION] Exhibit A Page 75 of 139 CC Review Draft 6/30/16 Exhibit D EXHIBIT D Preliminary Project Plans 1. Preliminary Site Plan prepared by Haeger Engineering, consisting of one sheet with a latest revision date of June 22, 2016. 2. Preliminary Engineering Plans prepared by Haeger Engineering, consisting of eight sheets with a latest revision date of May 13, 2016. 3. Preliminary Landscape Plan prepared by Eriksson Architecture, consisting of one sheet with a latest revision date of May 13, 2016. Exhibit A Page 76 of 139 1 2 . 5 ' 11 ' 9' 14 ' B- B 5 ' 5 ' 5 ' 5 ' 7'7' 2 9 . 5 ' 5 ' 5 ' 1 3 ' B - B 26 . 5 ' F- F 13 ' 6. 3 ' 2 1 ' 12 ' 1 4 . 4 ' 24 ' F- F 36 ' F- F 26 . 5 ' F- B 18 . 5 ' B- F 14 ' 14 ' B- B 2 7 ' B - B 28 . 2 ' B- B 27' B-B 8. 5 ' 25 ' B- B 27 ' B- B 18 . 5 ' F- B 7' 7' 2 2 ' B - B 2 2 ' B - B 7' 1 7 . 5 ' 1 7 . 5 ' 8' 8' 1 0 ' 1 0 ' 5 ' 5 ' 2 7 ' B - B 3 9 ' B - B 2 7 ' B - B 2 5 ' B - B 26 ' F- F 18 . 5 ' F- B 18 . 5 ' B- F 26 ' 4 3 . 2 ' 5 ' 5 ' 5 ' 5 ' 5 ' 5 ' 1 2 . 5 ' 1 0 . 2 ' 8 . 7 ' 1 2 . 5 ' 20' 1 8 . 2 ' 1 2 . 5 ' 1 8 ' 2 4 ' F - F 1 8 . 5 ' F - B 1 8 . 5 ' B - F 2 4 . 5 ' B - F 1 8 . 5 ' F - B 4 . 9 ' 16 . 9 ' 2 4 ' F - F 1 8 . 5 ' F - B 1 8 . 5 ' B - F 18 . 5 ' F- B 26 ' F- F 18 . 5 ' B- F 5' 5' 5 ' 8 ' 130 . 7 ' 2 4 . 7 ' 1 3 ' B - B 7' 6 . 7 ' 2 4 ' F - F 1 8 . 5 ' F - B 1 8 . 5 ' B - F 10.4 ' 24 ' F- F 18 . 5 ' F- B 18 . 5 ' B- F 8. 4 ' 5' 6' 5 . 7 ' 5 ' 7' 2 2 . 4 ' B - B 3 . 3 ' 3 . 3 ' 1 1 . 5 ' 2 6 . 5 ' B - F 1 8 . 5 ' F - B 16 ' 2 6 ' 3 1 ' 13 . 5 ' 27 ' B- B 7 ' 1 2 . 1 ' 105 . 7 ' 2.2 ' 1 2 . 1 ' 5' 3.3 ' 5 ' 6' 7. 5 ' 9 ' B - B 2 1 . 3 ' B - B 5 ' 1 0 ' 5 ' 5 ' 5' 5 ' 5' 7' 2 6 ' 16 ' 8 ' 7'5' 1 9 . 3 ' 5' 3' 20 ' 5 ' 4 2 2 ' B - B 10 7 4 11 5 ' 7 ' 5 ' 5 ' 20 ' R 20 ' R 15 ' R 15 ' R 15 ' R 20 ' R 20 ' R 20 ' R 20 ' R 20 ' R 20 ' R 47 ' R 2' R 2' R 15 ' R 15 ' R 5' R 40 ' R 40 ' R 15 ' R 20 ' R 2' R 2' R 3' R 3' R 3' R 3' R 3' R 3' R 3' R 40 ' R 15 ' R 15 ' R 9 16 19 21 11 10 23 25 26 27 3 18 19 8 7 15 10 3' R 3' R 3' R 3' R 3' R 3' R 3' R 3' R 3' R 5' R 3' R 10 ' R 20 ' R 3' R 3' R 3' R 3' R 20 ' R 5' 3' R 3' R 3' R 3' R 5' R 21 . 5 ' R 5' R 3' R 3' R 3' R 15 ' R 15 ' R 20 ' R 20 ' R 3' R 3' R 20 ' R 20 ' R 3' R 25 ' R 42 . 1 ' B- B 17 ' B- B 25 ' R 25 ' R 20 ' R 25 ' R 5 ' 5 ' 1 1 . 3 ' 12 ' R 3' R 12 ' R 3' R 25 ' R 15 ' R 3' R 15 ' R 15 ' R 6' R 3' R 3' R 6' R3' R 3' R 2 4 . 8 ' 12 ' R 5' R 17 . 8 ' R 5' R 50 ' R 71 ' R 30 ' R 11 . 5 ' R 4. 5 ' R 15 ' R 3' R 33 . 5 ' R 38 . 5 ' R 1' R 1' R 18 ' F- F 24 ' 48 ' 30 ' 18 . 5 ' B- F 49 ' 12 ' 1 6 ' 1 6 ' 5 ' 2 7 ' B - B 8' 9 ' T y p . 9' Ty p . 9' Ty p . 9 ' T y p . 9 ' T y p . 9' Typ. 9 ' 9 ' 5' 9 ' 9 ' 5' 5' 5 ' 15 ' R 15 ' R 8' R 8' R 10 ' R Bi l l b o a r d S i g n t o R e m a i n Bi l l b o a r d S i g n t o R e m a i n Mo n u m e n t S i g n - N o r t h 12 , 0 0 0 G a l l o n F u e l T a n k 16 , 0 0 0 G a l l o n F u e l T a n k Fu e l P u m p s ( T y p . ) Mo n u m e n t S i g n - C e n t r a l Tr a s h E n c l o s u r e Pa t i o Pa t i o Pa t i o Tr a s h E n c l o s u r e Tr a s h E n c l o s u r e Tr a s h E n c l o s u r e Py l o n S i g n Ga t e s Me n u B o a r d Va c u u m s Ca n o p y A b o v e Mo n u m e n t S i g n - S o u t h Co m p e n s a t o r y S t o r a g e D r a i n a g e E a s e m e n t B r i d g e I m p r o v e m e n t B y O t h e r s 1 8 7 + 0 0 1 8 8 + 0 0 1 8 9 + 0 0 1 9 0 + 0 0 1 9 1 + 0 0 1 9 2 + 0 0 1 9 3 + 0 0 1 9 4 + 0 0 1 9 5 Re t a i n i n g W a l l Re t a i n i n g W a l l HO T E L (W i t h R e t a u r a n t ) RE S T A U R A N T MA R T CA R W A S H 2 5 ' Pu m p C o n t r o l C a b i n e t 3 2 2 10 - 1 1 ' V a c u u m S t a l l s 2 St a l l s E x i s t i n g C r e e k / W a l l s T o R e m a i n Ex i s t i n g C r e e k / W a l l s T o R e m a i n 1 8 ' 5' B u i l d i n g / S i g n L i n e Pu b l i c U t i l i t y E a s e m e n t Sa n i t a r y S e w e r E a s e m e n t 10 ' 10 ' In g r e s s / E g r e s s , P u b l i c U t i l i t y & Dr a i n a g e E a s e m e n t Wa t e r M a i n E a s e m e n t Sa n i t a r y Se w e r Ea s e m e n t Sa n i t a r y Se w e r Ea s e m e n t Wa t e r M a i n E a s e m e n t R o a d w a y a n d B r i d g e I m p r o v e m e n t B y O t h e r s Existing Creek / Walls To Remain Proposed R.O.W.Scale:NORTH 0 1" = 20 40 40'Revision Date No. Fi l e N a m e : J u n 2 2 , 2 0 1 6 - 6 : 0 7 p m to d d - s Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 4 . 0 - G E O M E T R Y P A V I N G . d w g PRELIMINARYSITE PLAN THE ORCHARDS AT O'HARE TIF #7, DES PLAINES, ILLINOIS T A S J D T 05/13/2016 15-180 SP1 SP11 06/22/2016 Per City Review & Comment S E E A B O V E R I G H T F O R C O N T I N U A T I O N SEE BELOW LEFT FOR CONTINUATION 847-370-6550 LO T N U M E R K E Y M A P                                       Lo t 3 i n O r c h a r d H i g g i n s Su b d i v i s i o n ( O w n e r : Ro s e m o n t P a r k D i s t r i c t )                       Hi g g i n s R o a d ( I L R o u t e 7 2 ) R. O . W . D e d i c a t i o n t o I D O T Ex h i b i t A Page 77 of 139 LO C A T I O N M A P No t T o S c a l e TH E O R C H A R D S A T O ' H A R E PR E L I M I N A R Y E N G I N E E R I N G P L A N S SE C T I O N 3 3 T O W N S H I P 4 1 N O R T H R A N G E 1 2 E A S T DE S P L A I N E S , I L L I N O I S CO O K C O U N T Y DE S C R I P T I O N IN D E X T O S H E E T S NO . C1 . 0 C2 . 0 TI T L E S H E E T LEGEND Proposed Symbol Existing Symbol Description No t e : Ca l l 8 1 1 a t l e a s t 4 8 h o u r s , e x c l u d i n g we e k e n d s a n d h o l i d a y s , b e f o r e y o u d i g . Ca l l R C3 . 0 EX I S T I N G C O N D I T I O N S P L A N C4 . 0 DE M O L I T I O N P L A N C5 . 0 GE O M E T R Y / P A V I N G P L A N C6 . 0 UT I L I T Y P L A N C7 . 0 P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 1 . 0 - T I T L E . d w g Revision Date No. Fi l e N a m e : M a y 1 3 , 2 0 1 6 - 2 : 3 9 p m ja s o n - h Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors TITLLE SHEET PRELIMINARY ENGINEERING THE ORCHARDS AT O'HARE TIF # 7, DES PLAINES, ILLINOIS T A S J D T 05/13/2016 15-180 C1.0 C7 GR A D I N G P L A N ER O S I O N C O N T R O L P L A N Bottom of Catwalk Bottom Billboard Top Billboard Top of Base Bottom Electric Meter Bottom Electrical BoxCatch Basin InletStorm Sewer Manhole Utility Pole Coniferous Tree TreelinePavement Elevation Ground Elevation Deciduous TreeContour LineCurb & Gutter Depressed Curb Curb Elevation andPipe Bollard Telephone LineTraffic Signal Traffic Signal With Mast Arm SignFence Guy Wire Telephone ManholeFire Hydrant Electric ManholeElectric LineHand HoleLight PoleValve Vault Valve Box Gas Valve Gas LineStorm Sewer Sanitary Sewer Combined Sewer Water MainClean Out Well Head Overhead Utility LineGuardrail Retaining WallB-Box Gutter/Pavement ElevationLight Pole With Mast ArmSprinkler Electric MeterGas Meter BE N C H M A R K S : So u r c e B e n c h m a r k Ci t y o f D e s P l a i n e s B e n c h m a r k # 8 0 De s c r i p t i o n : C o n c r e t e m o n u m e n t Lo c a t i o n : M o n u m e n t s e t i n c o n c r e t e o n E a s t s i d e of R i v e r R o a d N o r t h o f D e v o n A v e n u e 2 4 ' E a s t o f ed g e o f p a v e m e n t o f R i v e r R o a d a n d 4 8 ' S o u t h o f en t r a n c e t o # 3 0 0 0 R i v e r R o a d . El e v a t i o n : 6 3 2 . 4 6 ( N A V D 8 8 ) Si t e B e n c h m a r k CP # 8 1 3 ( S e e S u r v e y ) De s c r i p t i o n : C h i s e l e d s q a u r e s e t i n c o n c r e t e . Lo c a t i o n : ( S e e s u r v e y ) El e v a t i o n : 6 4 1 . 1 3 ( N A V D 8 8 ) Flagpole Pavement Core PR O J E C T L O C A T I O N TO U H Y A V E N U E HIG G I N S R O A D MANNHEI M R O A D DE V O N A V E N U E D E E R O A D ROAD JA N E A D A M S M E M O R I A L T O L L W A Y T R I - S T A T E T O L L W A Y K E N N E D Y E X P R E S S W A Y D E S TALC O T T P L A I N E S R I V E R 72 12 45 90 29 4 19 0 O' H A R E I N T E R N A T I O N A L A I R P O R T BCW BBB TBB BASE BEM BEBSanitary Manhole Reverse Pitch Curb & Gutter XXX.XP XXX.XXG XXX.XXC XXX.XX C4 . 1 M A N N H E I M R O A D G E O M E T R Y / P A V I N G P L A N Underdrain Roof Drain Cable Television Line Ex h i b i t A Page 78 of 139 3 3 . 0 0 ' Scale:NORTH 0 1" = 20 40 40'Revision Date No. Fi l e N a m e : M a y 1 3 , 2 0 1 6 - 3 : 5 0 p m ja s o n - h Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 2 . 0 - E X I S T I N G . d w g EXISTING CONDITIONS PLAN PRELIMINARY ENGINEERING THE ORCHARDS AT O'HARE DES PLAINES, ILLINOIS T A S T A S 05/13/2016 15-180 C2.0 C7MATCHLINE - SEE ABOVE LEFT MA T C H L I N E - S E E B E L O W R I G H T S E E A B O V E R I G H T F O R C O N T I N U A T I O N SEE BELOW LEFT FOR CONTINUATION Ex h i b i t A Page 79 of 139 Bi l l b o a r d S i g n t o R e m a i n Bi l l b o a r d S i g n t o R e m a i n Re m o v e G r a v e l Re m o v e G r a v e l Re m o v e G r a v e l Wa l l t o R e m a i n Re m o v e B r u s h Re m o v e B r u s h Re m o v e B r u s h Re m o v e G r a v e l Re m o v e P a v e m e n t Wa l l t o R e m a i n Ad j u s t S a n i t a r y M a n h o l e Po l e " B " ( T o B e R e l o c a t e d ) Po l e " A " Se e " U t i l i t y N o t e A " f o r No r t h - S o u t h O v e r h e a d Ut i l i t y L i n e s a n d P o l e s Pl u g A f t e r S e w e r R e l o c a t i o n Re m o v e a n d R e l o c a t e G a s M a i n (C o o r d i n a t e w i t h U t i l i t y C o m p a n y ) Ad j u s t U t i l i t y B o x e s an d M e t e r s a s R e q u i r e d Fi e l d I n v e s t i g a t e P a n e l a n d Re m o v e a n d R e l o c a t e Ad j u s t I n l e t Re l o c a t e L i g h t P o l e Ad j u s t D r a i n a g e S t r u c t u r e Re m o v e I n l e t Re l o c a t e L i g h t P o l e Re l o c a t e L i g h t P o l e Re m o v e F i r e H y d r a n t a n d V a l v e . R e m o v e P a v e m e n t M a r k i n g Wa l k a n d W a l l t o R e m a i n Re m o v e F e n c e Re m o v e S a n i t a r y S e w e r a n d B a c k f i l l w i t h Co m p a c t e d S t o n e P e r R e q u i r e m e n t s o f St r u c t u r a l E n g i n e e r . Re m o v e S a n i t a r y S e w e r a n d B a c k f i l l w i t h Co m p a c t e d S t o n e P e r R e q u i r e m e n t s o f St r u c t u r a l E n g i n e e r . Se e O v e r h e a d W i r e N o t e W o r k A r e a B y C i t y o f D e s P l a i n e s Se e O v e r h e a d Wi r e N o t e W a t e r M a i n P o i n t C o n n e c t i o n " B " Wa t e r M a i n P o i n t C o n n e c t i o n " A " A b a n d o n E x i s t i n g 6 " W a t e r M a i n f r o m " A " t o " B " ( S e e W a t e r M a i n N o t e ) Se e O v e r h e a d W i r e N o t e Field Verify Location of CATV Existing Overhead Wires and Utility Poles Along Higgins Road to RemainWalk and Wall to Remain W o r k A r e a B y C i t y o f D e s P l a i n e s Scale:NORTH 0 1" = 20 40 40'Revision Date No. Fi l e N a m e : M a y 1 3 , 2 0 1 6 - 3 : 5 2 p m ja s o n - h Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 3 . 0 - D E M O . d w g DEMOLITIONPLAN PRELIMINARY ENGINEERING THE ORCHARDS AT O'HARE DES PLAINES, ILLINOIS T A S T A S 05/13/2016 15-180 C3.0 C7MATCHLINE - SEE ABOVE LEFT MA T C H L I N E - S E E B E L O W R I G H T S E E A B O V E R I G H T F O R C O N T I N U A T I O N SEE BELOW LEFT FOR CONTINUATION FE N C E R E M O V A L DE M O L I T I O N L E G E N D MI S C E L L A N E O U S R E M O V A L TR E E R E M O V A L UT I L I T Y R E M O V A L PA V E M E N T R E M O V A L AB A N D O N U T I L I T Y CU R B R E M O V A L CO N C R E T E R E M O V A L Ut i l i t y N o t e " A " : Ex i s t i n g o v e r h e a d w i r e s a n d u t i l i t y p o l e s be t w e e n p o l e " A " a n d p o l e " B " t o b e re m o v e d a n d r e l o c a t e d u n d e r g r o u n d . RE M O V E M E D I A N F U L L D E P T H MA N N H E I M R O A D F U L L D E P T H PA V E M E N T R E M O V A L Ov e r h e a d W i r e N o t e : Co n t r a c t o r s h a l l c o o r d i n a t e t h e a d j u s t m e n t of a l l o v e r h e a d w i r e s t o r e m a i n w i t h u t i l i t y co m p a n y f o r c l e a r a n c e r e w u i r e d d u r i n g a n d po s t c o n s t r u c t i o n . Wa t e r M a i n N o t e : Ex i s t i n g w a t e r m a i n c a n n o t b e a b a n d o n e d un t i l AF T E R t h e c o m p l e t i o n o f t h e w a t e r ma i n e x t e n s i o n b y t h e C i t y o f D e s P l a i n e s fr o m t h e E a s t t o H i g g i n s R o a d s o t h a t w a t e r se r v i c e i s m a i n t a i n e d t o t h e e x i s t i n g Mc D o n a l d ' s . Ex h i b i t A Page 80 of 139 1 2 . 5 ' 11 ' 9' 14 ' B- B 5 ' 5 ' 5 ' 5 ' 7'7' 2 9 . 5 ' 5 ' 5 ' 1 3 ' B - B 26 . 5 ' F- F 13 ' 6. 3 ' 2 1 ' 12 ' 1 4 . 4 ' 24 ' F- F 36 ' F- F 26 . 5 ' F- B 18 . 5 ' B- F 14 ' 14 ' B- B 2 7 ' B - B 28 . 2 ' B- B 27' B-B 8. 5 ' 25 ' B- B 27 ' B- B 18 . 5 ' F- B 7' 7' 2 2 ' B - B 2 2 ' B - B 7' 1 7 . 5 ' 1 7 . 5 ' 8' 8' 1 0 ' 1 0 ' 5 ' 5 ' 2 7 ' B - B 3 9 ' B - B 2 7 ' B - B 2 5 ' B - B 26 ' F- F 18 . 5 ' F- B 18 . 5 ' B- F 26 ' 4 3 . 2 ' 5 ' 5 ' 5 ' 5 ' 5 ' 5 ' 1 2 . 5 ' 1 0 . 2 ' 8 . 7 ' 1 2 . 5 ' 20' 1 8 . 2 ' 1 2 . 5 ' 1 8 ' 2 4 ' F - F 1 8 . 5 ' F - B 1 8 . 5 ' B - F 2 4 . 5 ' B - F 1 8 . 5 ' F - B 4 . 9 ' 16 . 9 ' 2 4 ' F - F 1 8 . 5 ' F - B 1 8 . 5 ' B - F 18 . 5 ' F- B 26 ' F- F 18 . 5 ' B- F 5' 5' 5 ' 8 ' 130 . 7 ' 2 4 . 7 ' 1 3 ' B - B 7' 6 . 7 ' 2 4 ' F - F 1 8 . 5 ' F - B 1 8 . 5 ' B - F 7' 24 ' F- F 18 . 5 ' F- B 18 . 5 ' B- F 8. 4 ' 5' 6' 5 . 7 ' 5 ' 7' 2 2 . 4 ' B - B 3 . 3 ' 3 . 3 ' 1 1 . 5 ' 2 6 . 5 ' B - F 1 8 . 5 ' F - B 16 ' 2 6 ' 3 1 ' 13 . 5 ' 27 ' B- B 7 ' 1 2 . 1 ' 105 . 7 ' 2.2 ' 1 2 . 1 ' 5' 3.3 ' 5 ' 6' 7. 5 ' 9 ' B - B 2 1 . 3 ' B - B 5 ' 1 0 ' 5 ' 5 ' 5' 5 ' 5' 7' 2 6 ' 16 ' 8 ' 7'5' 1 9 . 3 ' 5' 3' 20 ' 5 ' 4 2 2 ' B - B 10 7 4 11 5 ' 7 ' 5 ' 5 ' 20 ' R 20 ' R 15 ' R 15 ' R 15 ' R 20 ' R 20 ' R 20 ' R 20 ' R 20 ' R 20 ' R 47 ' R 2' R 2' R 15 ' R 15 ' R 5' R 40 ' R 40 ' R 15 ' R 20 ' R 2' R 2' R 3' R 3' R 3' R 3' R 3' R 3' R 3' R 40 ' R 15 ' R 15 ' R 9 16 19 21 11 10 23 25 26 27 3 18 19 8 7 15 10 3' R 3' R 3' R 3' R 3' R 3' R 3' R 3' R 3' R 5' R 3' R 10 ' R 20 ' R 3' R 3' R 3' R 3' R 20 ' R 5' 3' R 3' R 3' R 3' R 5' R 21 . 5 ' R 5' R 3' R 3' R 3' R 15 ' R 15 ' R 20 ' R 20 ' R 3' R 3' R 20 ' R 20 ' R 3' R 25 ' R 42 . 1 ' B- B 17 ' B- B 25 ' R 25 ' R 20 ' R 25 ' R 5 ' 5 ' 1 1 . 3 ' 12 ' R 3' R 12 ' R 3' R 25 ' R 15 ' R 3' R 15 ' R 15 ' R 6' R 3' R 3' R 6' R3' R 3' R 2 4 . 8 ' 12 ' R 5' R 17 . 8 ' R 5' R 50 ' R 71 ' R 30 ' R 11 . 5 ' R 4. 5 ' R 15 ' R 3' R 33 . 5 ' R 38 . 5 ' R 1' R 1' R 18 ' F- F 24 ' 48 ' 30 ' 18 . 5 ' B- F 49 ' 12 ' 1 6 ' 1 6 ' 5 ' 2 7 ' B - B 8' 9 ' T y p . 9' Ty p . 9' Ty p . 9 ' T y p . 9 ' T y p . 9' Typ. 9 ' 9 ' 5' 9 ' 9 ' 5' 5' 5 ' 15 ' R 15 ' R 8' R 8' R 10 ' R Bi l l b o a r d S i g n t o R e m a i n Bi l l b o a r d S i g n t o R e m a i n Mo n u m e n t S i g n - N o r t h 12 , 0 0 0 G a l l o n F u e l T a n k 16 , 0 0 0 G a l l o n F u e l T a n k Fu e l P u m p s ( T y p . ) Mo n u m e n t S i g n - C e n t r a l Tr a s h E n c l o s u r e Pa t i o Pa t i o Pa t i o Tr a s h E n c l o s u r e Tr a s h E n c l o s u r e Tr a s h E n c l o s u r e Py l o n S i g n Ga t e s Me n u B o a r d Va c u u m s Ca n o p y A b o v e Mo n u m e n t S i g n - S o u t h St o r m W a t e r M a n a g e m e n t E a s e m e n t an d F u t u r e C o m p e n s a t o r y S t o r a g e A r e a B r i d g e I m p r o v e m e n t B y O t h e r s 1 8 7 + 0 0 1 8 8 + 0 0 1 8 9 + 0 0 1 9 0 + 0 0 1 9 1 + 0 0 1 9 2 + 0 0 1 9 3 + 0 0 1 9 4 + 0 0 1 9 5 Re t a i n i n g W a l l Re t a i n i n g W a l l HO T E L (W i t h R e t a u r a n t ) RE S T A U R A N T MA R T CA R W A S H 2 5 ' Pu m p C o n t r o l C a b i n e t 3 2 2 10 - 1 1 ' V a c u u m S t a l l s 2 St a l l s E x i s t i n g C r e e k / W a l l s T o R e m a i n Ex i s t i n g C r e e k / W a l l s T o R e m a i n 1 8 ' 5' B u i l d i n g / S i g n L i n e +00196+00197+00198+00Monument Sign Easement Monument Sign - Higgins R o a d w a y a n d B r i d g e I m p r o v e m e n t B y O t h e r s Existing Creek / Walls To Remain Proposed R.O.W.5'Scale:NORTH 0 1" = 20 40 40'Revision Date No. Fi l e N a m e : M a y 1 3 , 2 0 1 6 - 3 : 4 5 p m ja s o n - h Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 4 . 0 - G E O M E T R Y P A V I N G . d w g GEOMETRY /PAVING PLAN PRELIMINARY ENGINEERING THE ORCHARDS AT O'HARE DES PLAINES, ILLINOIS T A S J D T 05/13/2016 15-180 C4.0 C7MATCHLINE - SEE ABOVE LEFT MA T C H L I N E - S E E B E L O W R I G H T S E E A B O V E R I G H T F O R C O N T I N U A T I O N SEE BELOW LEFT FOR CONTINUATION HE A V Y D U T Y P A V E M E N T ( S N = 3 . 5 ) PA T I O PA V I N G L E G E N D ST A N D A R D P A V E M E N T ( S N = 2 . 4 ) CO N C R E T E W A L K - 1 1 / 2 " H o t M i x A s p h a l t ( H M A ) S u r f a c e C o u r s e , M i x D , N 5 0 ( M a x . 1 5 % R A P ) - 4 " H o t M i x A s p h a l t ( H M A ) B i n d e r C o u r s e , I L - 1 9 . 0 , N 5 0 ( M a x . 3 0 % R A P ) - 1 2 " A g g r e g a t e B a s e C o u r s e , C A - 6 , C r u s h e d - 5 " P C C W a l k - 4 " A g g r e g a t e B a s e C o u r s e , C A - 6 , C r u s h e d ID O T P A V E M E N T F O R M A N N H E I M R O A D - 1 1 / 2 " H o t M i x A s p h a l t ( H M A ) S u r f a c e C o u r s e , M i x D , N 5 0 ( M a x . 1 5 % R A P ) - 2 1 / 4 " H o t M i x A s p h a l t ( H M A ) B i n d e r C o u r s e , I L - 1 9 . 0 , N 5 0 ( M a x . 3 0 % R A P ) - 8 " A g g r e g a t e B a s e C o u r s e , C A - 6 , C r u s h e d CO N C R E T E P A V E M E N T ( S N = 3 . 2 ) - 6 " P C C P a v e m e n t ( C l a s s P V ) w i t h 6 " x 6 " # 6 R i g i d W i r e M e s h - 6 " A g g r e g a t e B a s e C o u r s e , C A - 6 , C r u s h e d -1 - 3 / 4 ” P o l y m e r i z e d H M A S u r f a c e , M i x “ F ” , N 9 0 , -2 - 1 / 4 ” P o l y m e r i z e d H M A B i n d e r , I L - 1 9 . 0 , N 9 0 , (I n c r e a s e T h i c k n e s s A s R e q u i r e d f o r T o p o f P C C B a s e t o M a t c h E x i s t i n g T o p o f P C C B a s e ) (S e c t i o n T . B . D . ) DE T E C T A B L E W A R N I N G ( O n l y R e q u i r e d i n R . O . W . ) -P o r t l a n d C e m e n t C o n c r e t e B a s e C o u r s e , + / - 1 0 ” ( M a t c h E x i s t i n g T h i c k n e s s & T o p o f P C C B a s e ) -S u b - B a s e G r a n u l a r M a t e r i a l ( T h i c k n e s s V a r i e s , M a t c h E x i s t i n g ) (P r o v i d e G e o t e c h n i c a l F a b r i c f o r G r o u n d S t a b i l i z a t i o n A s R e q u i r e d -C o m p a c t e d S u b - G r a d e ** I f e x i s t i n g u n d o c u m e n t e d F i l l i s l e f t i n p l a c e , t h e g e o t e c h n i c a l en g i n e e r r e c o m m e n d s t h a t a n a d d i t i o n a l 4 i n c h e s o f a g g r e g a t e ba s e b e a d d e d f o r e a c h o n - s i t e p a v e m e n t s e c t i o n t o h e l p r e d u c e th e p o t e n t i a l f o r p r e m a t u r e p a v e m e n t d i s t r e s s . O t h e r w i s e , co n s i d e r a t i o n m a y b e g i v e n t o u t i l i z i n g a m e d i u m t o h e a v y w e i g h t st a b i l i z a t i o n g e o t e x t i l e ( M i r a f i R S 3 8 0 i o r R S 5 8 0 i ) b e n e a t h t h e ne w p a v e m e n t s e c t i o n . ** ** **** Ex h i b i t A Page 81 of 139 100' Taper 10 0 ' S t o r a g e ± 1 1 ' 15 5 ' T a p e r ± 1 0 . 5 ' ± 1 0 . 5 ' 1 0 . 5 ' 1 0 . 5 ' 90 ' T a p e r ± 5 2 . 5 ' 5 L a n e s 35 ' R E / P 35 ' R E / P 40'R E/P35'R E/P 51'R E/P2.5'R E/P 4'2.5'R E/P 56'R E/P 16'16'7'±13.8'±12.4'±7.7' 1 1 ' ± 1 2 . 7 ' ± 1 2 ' 1 0 . 5 ' ± 1 1 . 6 ' ± 1 1 . 6 ' 12 " Y e l l o w 4" Y e l l o w 4" D o u b l e Y e l l o w Existing Corrugated Median to Remain End WalkM3.12 Curb and Gutter 6'R E/P31.6' 7' W a l k Mo n u m e n t S i g n - N o r t h Re l o c a t e d S t r e e t L i g h t B6 . 1 2 C u r b a n d G u t t e r 3' P a r k w a y ± 3 3 . 5 ' 3 L a n e s ± 3 3 . 5 ' 3 L a n e s Re l o c a t e d S t r e e t L i g h t 4" Y e l l o w 12 " Y e l l o w 7' W a l k B6 . 1 2 C u r b a n d G u t t e r 3' P a r k w a y Re l o c a t e d S t r e e t L i g h t Ma t c h E x i s t i n g W a l k ± 1 0 . 5 ' ± 1 0 . 5 ' ± 1 0 . 5 ' Re m o v e P a v e m e n t M a r k i n g s ±4' 1 ' 1 ' 1' 9+ 0 0 19 0 + 0 0 19 1 + 0 0 19 2 + 0 0 19 3 + 0 0 194+00 195 Mo n u m e n t S i g n - C e n t r a l Mo n u m e n t S i g n - S o u t h Pavement Patch for Water Main Connection Ramp Stop Sign and Right Turn Only Sign24" White Stop BarRampLanding Ex i s t i n g T h r u L a n e s t o R e m a i n 6" W h i t e Ra m p La n d i n g Ra m p La n d i n g 6" W h i t e 24 " W h i t e S t o p B a r 12 ' E- E 12 ' E- E St o p S i g n Ex i s t i n g T h r u L a n e s t o R e m a i n ± 3 1 . 5 3 L a n e s 18 7 + 0 0 18 8 + 0 0 18 9 5+ 0 0 196+00 197+00Scale:NORTH 0 1" = 10 20 20' M A T C H L I N E - S T A . 1 8 9 + 0 0 ( S E E B E L O W L E F T ) MATCHLINE - STA. 195+00 (SEE BELOW RIGHT) M A T C H L I N E - S T A . 1 8 9 + 0 0 ( S E E A B O V E L E F T ) M A T C H L I N E - S T A . 1 9 5 + 0 0 ( S E E A B O V E R I G H T ) Revision Date No. Fi l e N a m e : M a y 1 3 , 2 0 1 6 - 3 : 4 8 p m ja s o n - h Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 4 . 1 - G E O M E T R Y P A V I N G . d w g MANHEIM ROAD GEOMETRY / PAVING PLAN PRELIMINARY ENGINEERING THE ORCHARDS AT O'HARE DES PLAINES, ILLINOIS T A S T A S 05/13/2016 15-180 C4.1 C7 PA V I N G L E G E N D CO N C R E T E W A L K - 5 " P C C W a l k - 4 " A g g r e g a t e B a s e C o u r s e , C A - 6 , C r u s h e d ID O T P A V E M E N T F O R M A N N H E I M R O A D -1 - 3 / 4 ” P o l y m e r i z e d H M A S u r f a c e , M i x “ F ” , N 9 0 , -2 - 1 / 4 ” P o l y m e r i z e d H M A B i n d e r , I L - 1 9 . 0 , N 9 0 , (I n c r e a s e T h i c k n e s s A s R e q u i r e d f o r T o p o f P C C B a s e t o M a t c h E x i s t i n g DE T E C T A B L E W A R N I N G ( O n l y R e q u i r e d i n R . O . W . ) -P o r t l a n d C e m e n t C o n c r e t e B a s e C o u r s e , + / - 1 0 ” ( M a t c h E x i s t i n g T h i c k n e s s -S u b - B a s e G r a n u l a r M a t e r i a l ( T h i c k n e s s V a r i e s , M a t c h E x i s t i n g ) (P r o v i d e G e o t e c h n i c a l F a b r i c f o r G r o u n d S t a b i l i z a t i o n A s R e q u i r e d -C o m p a c t e d S u b - G r a d e ** I f e x i s t i n g u n d o c u m e n t e d F i l l i s l e f t i n p l a c e , t h e g e o t e c h n i c a l en g i n e e r r e c o m m e n d s t h a t a n a d d i t i o n a l 4 i n c h e s o f a g g r e g a t e ba s e b e a d d e d f o r e a c h o n - s i t e p a v e m e n t s e c t i o n t o h e l p r e d u c e th e p o t e n t i a l f o r p r e m a t u r e p a v e m e n t d i s t r e s s . O t h e r w i s e , co n s i d e r a t i o n m a y b e g i v e n t o u t i l i z i n g a m e d i u m t o h e a v y w e i g h t st a b i l i z a t i o n g e o t e x t i l e ( M i r a f i R S 3 8 0 i o r R S 5 8 0 i ) b e n e a t h t h e ne w p a v e m e n t s e c t i o n . ** To p o f P C C B a s e ) & T o p o f P C C B a s e ) MA N N H E I M R O A D P A V E M E N T M A R K I N G N O T E : Al l p a v e m e n t m a r k i n g i n t h e M a n n h e i m R o a d R. O . W . s h a l l b e t h e r m o p l a s t i c . R a i s e d r e f l e c t i v e pa v e m e n t m a r k e r s s h a l l b e i n s t a l l e d t o m a t c h ex i s t i n g c o n d i t i o n s . Ex h i b i t A Page 82 of 139 3 3 . 0 0 ' Sa n M H 1 Ri m 6 3 9 . 5 0 In v 6 2 5 . 8 5 ( 1 2 " S W ) In v 6 2 5 . 8 3 ( 1 2 " N W ) 10 7 ' - 1 2 " P V C @ 0 . 1 9 % In v 6 3 5 . 7 5 In v 6 3 5 . 7 5 In v 6 3 5 . 7 5 In v 6 3 4 . 9 0 In v 6 3 4 . 9 0 In v 6 3 5 . 2 0 In v 6 3 5 . 2 0 In v 6 3 4 . 6 4 64 ' - 1 2 " P V C @ 0 . 2 2 % Co r e + C o n n e c t t o E x S a n M H 4 In v 6 2 6 . 8 9 Re m o v e & R e p l a c e C o n c r e t e B e n c h In s t a l l C - 9 2 3 B o o t Sa n M H 2 ( D r o p M H ) Ri m 6 4 0 . 0 0 In v 6 3 2 . 1 5 ( 8 " W ) In v 6 2 6 . 0 6 ( 1 2 " S , N E ) Sa n M H 3 ( D r o p M H ) Ri m 6 4 0 . 8 0 In v 6 3 5 . 2 0 ( 6 " E ) In v 6 2 6 . 3 2 ( 1 2 " S , N ) Sa n M H 2 - 1 Ri m 6 3 9 . 7 5 In v 6 3 2 . 7 4 Sa n M H 2 - 2 Ri m 6 4 0 . 1 0 In v 6 3 4 . 9 8 ( 6 " S W ) In v 6 3 4 . 6 9 ( 6 " N ) In v 6 3 3 . 3 5 ( 6 " N E ) In v 6 3 3 . 1 8 ( 8 " S ) Sa n M H 2 - 3 Ri m 6 3 9 . 2 0 In v 6 3 3 . 6 3 Sa n M H 2 - 4 Ri m 6 4 0 . 3 5 In v 6 3 4 . 5 2 Sa n M H 4 ( D r o p M H ) Ri m 6 4 0 . 7 0 In v 6 3 5 . 1 8 ( 6 " E ) In v 6 2 6 . 4 9 ( 1 2 " S , N ) Sa n M H 5 ( D r o p M H ) Ri m 6 3 9 . 7 5 In v 6 3 2 . 7 3 ( 8 " W ) In v 6 2 6 . 6 3 ( 1 2 " E , N ) Sa n M H 6 Ri m 6 4 0 . 7 0 In v 6 2 6 . 7 5 10 ' - 1 2 " P V C @ 0 . 3 0 % 64 ' - 1 2 " P V C @ 0 . 1 9 % 67 ' - 1 2 " P V C @ 0 . 1 9 % 89 ' - 1 2 " P V C @ 0 . 1 9 % 13 5 ' - 1 2 " P V C @ 0 . 1 9 % Sa n M H 5 - 1 Ri m 6 3 8 . 8 0 In v 6 3 3 . 1 8 Sa n M H 5 - 2 Ri m 6 3 9 . 1 0 In v 6 3 3 . 4 3 Sa n M H 5 - 3 Ri m 6 3 9 . 5 5 In v 6 3 4 . 2 9 ( 6 " W ) In v 6 3 3 . 9 6 ( 6 " N ) In v 6 3 3 . 7 9 ( 8 " S ) 28 ' - 6 " P V C @ 1 . 0 0 % In v 6 3 4 . 6 2 In v 6 3 4 . 3 7 8' - 6 " P V C @ 1 . 0 0 % In v 6 3 4 . 2 9 In v 6 3 4 . 0 4 8' - 6 " P V C @ 1 . 0 0 % 61 ' - 6 " P V C @ 1 . 0 0 % 72 ' - 8 " P V C @ 0 . 5 0 % 51 ' - 8 " P V C @ 0 . 5 0 % 90 ' - 8 " P V C @ 0 . 5 0 % 18 ' - 6 " P V C @ 1 . 0 0 % Sa n M H 4 - 1 Ri m 6 4 0 . 9 5 In v 6 3 5 . 5 7 ( 6 " E ) In v 6 3 5 . 3 0 ( 6 " S , W ) 14 ' - 6 " P V C @ 1 . 0 0 % In v 6 3 5 . 6 1 In v 6 3 5 . 3 6 6' - 6 " P V C @ 1 . 0 0 % 12 ' - 6 " P V C @ 1 . 0 0 % 43 ' - 6 " P V C @ 1 . 0 0 % 12 ' - 6 " P V C @ 1 . 0 0 % St e e l Ca s i n g Pi p e 12 ' - 6 " P V C @ 1 . 0 0 % 89 ' - 6 " P V C @ 1 . 0 0 % 28 ' - 6 " P V C @ 1 . 0 0 % 12 ' - 6 " P V C @ 1 . 0 0 % In v 6 3 5 . 0 8 In v 6 3 4 . 8 3 14 ' - 6 " P V C @ 1 . 0 0 % 9' - 6 " P V C @ 1 . 0 0 % Sa n M H 2 - 2 A Ri m 6 4 0 . 8 0 In v 6 3 5 . 1 1 13 ' - 6 " P V C @ 1 . 0 0 % 89 ' - 8 " P V C @ 0 . 5 0 % 11 8 ' - 8 " P V C @ 0 . 5 0 % Rim 6 3 9 . 8 5 Rim 6 3 9 . 6 5 Ri m 6 3 9 . 5 5 Ri m 6 3 9 . 5 0 Ri m 6 3 9 . 6 0 Ri m 6 4 0 . 3 5 Ri m 6 4 0 . 9 0 Co r e + C o n n e c t t o E x S a n M H 3 In v 6 2 6 . 7 8 Re m o v e & R e p l a c e C o n c r e t e B e n c h In s t a l l C - 9 2 3 B o o t Va l v e V a u l t Ri m 1 63 7 . 9 0 CB Gr 6 3 7 . 4 0 CB Gr 6 3 7 . 4 0 MH Ri m 6 3 7 . 9 5 In l e t Gr 6 3 7 . 3 5 MH Ri m 6 3 9 . 6 0 CB Gr 6 3 9 . 5 0 FH F/ G 3 64 0 . 5 0 FH F/ G 4 63 9 . 5 5 FH F/ G 2 64 0 . 8 0 FH F/ G 5 64 0 . 3 0 FH F/ G 6 64 0 . 0 5 FH F/ G 7 64 0 . 4 5 FH F/ G 8 64 1 . 2 5 FH F/ G 9 64 1 . 5 5 FH F/ G 1 63 8 . 7 5 MH Ri m 6 4 0 . 4 5 MH Ri m 6 3 9 . 7 5 In l e t Gr 6 3 7 . 9 5 MH Ri m 6 3 8 . 5 0 CB Gr 6 3 8 . 0 5 CB Gr 6 3 9 . 4 0 CB Gr 6 3 9 . 5 5 CB Gr 6 3 9 . 5 0 CB Gr 6 3 9 . 5 0 MH Ri m 6 4 0 . 1 0 Ri m 6 3 9 . 0 0 MH Ri m 6 3 8 . 1 5 CB Gr 6 3 8 . 9 0 In l e t Gr 6 3 7 . 8 5 MH Ri m 6 3 8 . 1 5 In l e t Gr 6 3 7 . 8 5 CB Gr 6 3 8 . 5 0 Ri m 6 4 0 . 5 0 Ri m 6 4 0 . 3 5 Ri m 6 4 0 . 4 5 Ri m 6 4 0 . 0 5 Ri m 6 3 9 . 4 5 Ri m 6 3 8 . 9 5 MH Ri m 6 3 8 . 5 0 MH Ri m 6 3 8 . 9 4 CB Gr 6 3 8 . 0 5 CB Gr 6 3 7 . 6 5 CB Gr 6 3 7 . 6 5 CB Gr 6 3 9 . 7 5 CB Gr 6 4 0 . 6 5 CB Gr 6 3 8 . 0 5 CB Gr 6 3 7 . 6 5 CB (O C S ) Gr 6 3 7 . 9 5 CB (P U M P ) Gr 6 3 7 . 6 0 CB (O V E R F L O W ) Gr 6 3 7 . 9 0 MH Ri m 6 3 8 . 9 5 MH Ri m 6 3 9 . 5 0 CB Gr 6 3 9 . 8 5 CB Gr 6 3 8 . 3 0 CB Gr 6 4 0 . 0 5 Va l v e V a u l t Ri m 4 64 0 . 1 5 Va l v e V a u l t Ri m 5 64 0 . 2 5 Va l v e V a u l t Ri m 6 64 0 . 3 0 Va l v e V a u l t Ri m 7 64 0 . 0 5 Va l v e V a u l t Ri m 8 64 0 . 0 5 Va l v e V a u l t Ri m 9 63 8 . 2 5 Va l v e V a u l t Ri m 10 64 0 . 4 0 Va l v e V a u l t Ri m 11 64 0 . 6 5 Va l v e V a u l t Ri m 3 63 9 . 9 5 Va l v e V a u l t Ri m 2 66 3 9 . 8 5 Fo r c e M a i n Fl a p G a t e 12 " 12 " 12 " 15 " 15 " 15 " 12 " 15 " 15 " 15 " 12 " 12 " 12 " 12 " 12 " 18 " 18 " 12 " 12 " 15 " 12 " 15 " 15 " 12 " 24 " 24 " 24 " 12 " 12 " 12 " 12 " 12 " 12 " 12 " 12 " 12 " 12 " 12 " 12 " 12 " 12 " 4" P e r f o r a t e d Un d e r d r a i n 4" P e r f o r a t e d Un d e r d r a i n 4" P e r f o r a t e d Un d e r d r a i n In l e t Gr 6 3 8 . 1 5 64' - 12" PVC @ 0.22%Core + Connect to Ex San MH 4 Inv 626.89 Remove & Replace Concrete Bench Install C-923 BootValve Vault Rim9 638.25 Scale:NORTH 0 1" = 20 40 40'Revision Date No. Fi l e N a m e : M a y 1 3 , 2 0 1 6 - 4 : 1 4 p m ja s o n - h Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 5 . 0 - U T I L I T Y . d w g UTILITY PLAN PRELIMINARY ENGINEERING THE ORCHARDS AT O'HARE DES PLAINES, ILLINOIS T A S T A S 05/13/2016 15-180 C5.0 C7MATCHLINE - SEE ABOVE LEFT MA T C H L I N E - S E E B E L O W R I G H T S E E A B O V E R I G H T F O R C O N T I N U A T I O N SEE BELOW LEFT FOR CONTINUATION U n d e r g r o u n d D e t e n t i o n Ex h i b i t A Page 83 of 139 Sa n M H 1 Ri m 6 3 9 . 5 0 Sa n M H 2 ( D r o p M H ) Ri m 6 4 0 . 0 0 Sa n M H 3 ( D r o p M H ) Ri m 6 4 0 . 8 0 Sa n M H 2 - 1 Ri m 6 3 9 . 7 5 Sa n M H 2 - 2 Ri m 6 4 0 . 1 0 Sa n M H 2 - 3 Ri m 6 3 9 . 2 0 Sa n M H 2 - 4 Ri m 6 4 0 . 3 5 Sa n M H 4 ( D r o p M H ) Ri m 6 4 0 . 7 0 Sa n M H 5 ( D r o p M H ) Ri m 6 3 9 . 7 5 Sa n M H 6 Ri m 6 4 0 . 7 0 Sa n M H 5 - 1 Ri m 6 3 8 . 8 0 Sa n M H 5 - 2 Ri m 6 3 9 . 1 0 Sa n M H 5 - 3 Ri m 6 3 9 . 5 5 Sa n M H 4 - 1 Ri m 6 4 0 . 9 5 Sa n M H 2 - 2 A Ri m 6 4 0 . 8 0 CB Gr 6 3 7 . 4 0 CB Gr 6 3 7 . 4 0 MH Ri m 6 3 7 . 9 5 In l e t Gr 6 3 7 . 3 5 MH Ri m 6 3 9 . 6 0 CB Gr 6 3 9 . 5 0 MH Ri m 6 4 0 . 4 5 MH Ri m 6 3 9 . 7 5 In l e t Gr 6 3 7 . 9 5 MH Ri m 6 3 8 . 5 0 CB Gr 6 3 8 . 0 5 CB Gr 6 3 9 . 4 0 CB Gr 6 3 9 . 5 5 CB Gr 6 3 9 . 5 0 CB Gr 6 3 9 . 5 0 MH Ri m 6 4 0 . 1 0 MH Ri m 6 3 8 . 1 5 CB Gr 6 3 8 . 9 0 In l e t Gr 6 3 7 . 8 5 MH Ri m 6 3 8 . 1 5 In l e t Gr 6 3 7 . 8 5 CB Gr 6 3 8 . 5 0 MH Ri m 6 3 8 . 5 0 MH Ri m 6 3 8 . 9 4 CB Gr 6 3 8 . 0 5 CB Gr 6 3 7 . 6 5 CB Gr 6 3 7 . 6 5 CB Gr 6 3 9 . 7 5 CB Gr 6 4 0 . 6 5 CB Gr 6 3 8 . 0 5 CB Gr 6 3 7 . 6 5 CB (O C S ) Gr 6 3 7 . 9 5 CB (P U M P ) Gr 6 3 7 . 6 0 CB (O V E R F L O W ) Gr 6 3 7 . 9 0 MH Ri m 6 3 8 . 9 5 MH Ri m 6 3 9 . 5 0 CB Gr 6 3 9 . 8 5 CB Gr 6 3 8 . 3 0 CB Gr 6 4 0 . 0 5 In l e t Gr 6 3 8 . 1 5 P 6 3 8 . 2 5 P 6 3 8 . 0 0 P 6 3 8 . 0 0 P 6 3 8 . 2 2 ± P 6 3 8 . 1 3 ± P 6 3 8 . 3 0 ± P 6 3 8 . 5 6 P 6 3 8 . 4 4 ± P 6 3 8 . 4 5 P 6 3 7 . 9 0 P 6 3 8 . 3 4 ± P 6 3 8 . 4 9 ± P 6 3 8 . 1 5 P 6 3 8 . 8 0 P 6 3 9 . 4 2 P 6 3 9 . 0 0 P 6 3 8 . 7 2 P 6 3 8 . 4 3 P 6 3 7 . 8 0 P 6 3 7 . 7 0 P 6 3 8 . 5 5 P 6 3 8 . 0 0 P 6 3 8 . 3 0 P 6 3 8 . 8 5 P 6 3 8 . 9 5 P 6 4 0 . 6 0 P 6 3 9 . 2 0 P 6 4 0 . 6 0 P 6 3 9 . 4 5 P 6 3 8 . 8 0 P 6 3 9 . 4 0 P 6 4 0 . 0 0 P 6 4 0 . 0 5 P 6 3 9 . 8 0 P 6 3 9 . 8 5 P 6 4 0 . 0 0 P 6 4 0 . 0 0 P 6 3 9 . 8 5 P 6 3 9 . 2 5 P 6 3 9 . 4 2 P 6 3 8 . 9 5 P 6 4 0 . 0 6 P 6 4 0 . 0 6 P 6 4 0 . 0 6 P 6 4 0 . 1 5 P 6 3 9 . 2 0 P 6 3 9 . 2 0 P 6 3 7 . 7 5 P 6 3 8 . 9 0 P 6 3 9 . 1 0 P 6 3 8 . 8 5 P 6 3 8 . 8 0 P 6 3 9 . 9 0 P 6 3 9 . 9 0 P 6 4 0 . 5 0 P 6 4 0 . 4 0 P 6 4 0 . 3 5 P 6 4 0 . 6 0 P 6 4 0 . 3 0 P 6 4 0 . 0 0 P 6 4 0 . 2 0 P 6 3 9 . 7 0 P 6 3 9 . 2 0 P 6 3 8 . 9 0 P 6 3 8 . 9 0 P 6 3 8 . 9 0 P 6 3 8 . 9 0 P 6 4 0 . 1 0 P 6 3 9 . 5 0 P 6 4 0 . 1 0 P 6 3 9 . 8 0 P 6 3 9 . 8 0 P 6 4 0 . 2 0 P 6 4 0 . 2 0 P 6 3 9 . 9 5 P 6 3 9 . 9 5 P 6 4 0 . 3 0 P 6 4 0 . 4 0 P 6 4 0 . 4 0 P 6 4 0 . 7 0 P 6 4 0 . 3 0 P 6 3 9 . 9 0 P 6 3 9 . 8 5 P 6 3 9 . 8 0 P 6 4 0 . 3 0 P 6 4 0 . 3 0 P 6 3 9 . 0 0 P 6 4 0 . 2 0 P 6 4 0 . 2 0 P 6 3 9 . 9 5 P 6 4 0 . 0 0 P 6 3 9 . 8 5 P 6 3 9 . 8 0 P 6 4 0 . 3 0 P 6 4 0 . 3 0 P 6 4 0 . 3 0 P 6 3 9 . 8 5 P 6 3 9 . 7 0 P 6 4 0 . 0 5 P 6 3 9 . 1 0 P 6 3 9 . 8 0 P 6 3 9 . 3 0 P 6 4 0 . 1 0 P 6 4 0 . 9 0 P 6 4 0 . 9 0 P 6 4 0 . 9 0 P 6 4 0 . 7 0 P 6 4 0 . 4 0 P 6 4 0 . 8 0 P 6 3 9 . 6 0 W 6 4 0 . 7 1 P 6 3 9 . 0 0 P 6 4 0 . 1 0 P 6 3 8 . 3 5 P 6 4 0 . 0 0 P 6 3 9 . 8 0 Gr 6 3 8 . 9 0 P 6 3 8 . 6 5 P 6 3 8 . 8 5 P 6 3 8 . 9 0 P 6 3 9 . 0 0 P 6 4 0 . 6 0 P 6 4 1 . 6 0 P 6 4 1 . 1 0 P 6 4 1 . 6 0 P 6 4 1 . 1 0 P 6 4 0 . 8 0 P 6 4 1 . 1 0 P 6 4 1 . 1 0 P 6 3 9 . 7 5 P 6 3 9 . 7 5 P 6 3 9 . 7 5 P 6 3 9 . 7 5 P 6 4 0 . 5 5 P 6 3 9 . 7 5 P 6 3 9 . 7 5 P 6 4 0 . 6 5 P 6 4 0 . 6 5 P 6 4 0 . 3 5 P 6 4 0 . 5 5 P 6 4 0 . 7 0 P 6 4 1 . 5 0 P 6 4 0 . 7 5 P 6 4 1 . 1 0 P 6 3 9 . 8 0 P 6 3 9 . 6 0 P 6 3 9 . 5 5 P 6 3 9 . 2 0 P 6 3 9 . 9 0 P 6 4 0 . 6 0 P 6 3 9 . 6 0 P 6 3 8 . 6 0 P 6 4 0 . 2 5 P 6 3 9 . 6 0 P 6 3 9 . 1 0 P 6 3 9 . 4 0 P 6 4 0 . 8 0 P 6 4 0 . 3 0 P 6 4 0 . 6 0 P 6 4 0 . 3 5 P 6 4 0 . 0 5 P 6 4 0 . 3 0 P 6 4 0 . 6 0 P 6 4 0 . 6 0 P 6 4 0 . 0 5 P 6 4 0 . 3 0 P 6 4 1 . 1 0 Gr 6 3 8 . 3 0 63 9 . 1 63 8 . 9 P 6 4 0 . 3 5 P 6 4 0 . 3 0 P 6 4 0 . 8 0 W 6 4 0 . 8 0 P 6 3 9 . 9 0 P 6 3 9 . 6 0 P 6 3 9 . 9 5 P 6 4 0 . 2 0 P 6 4 0 . 2 0 W 6 4 1 . 1 0 W 6 4 0 . 6 5 P 6 3 9 . 3 0 P 6 3 9 . 3 5 P 6 3 9 . 1 5 P 6 3 8 . 6 5 P 6 3 8 . 9 5 P 6 3 9 . 0 0 P 6 3 9 . 2 0 P 6 3 9 . 3 5 P 6 3 9 . 5 5 P 6 3 8 . 5 0 P 6 3 8 . 7 0 P 6 3 9 . 0 0 P 6 3 9 . 1 5 P 6 3 8 . 9 0 P 6 4 0 . 3 0 P 6 3 9 . 5 0 P 6 3 9 . 2 0 W 6 4 1 . 7 5 W 6 4 1 . 6 7 P 6 4 0 . 1 0 P 6 3 8 . 5 0 P 6 3 8 . 2 5 P 6 4 1 . 1 0 P 6 4 0 . 7 0 P 6 4 0 . 5 0 P 6 4 0 . 1 0 P 6 4 0 . 4 0 P 6 4 0 . 2 5 P 6 4 0 . 1 5 P 6 4 0 . 7 0 P 6 4 0 . 7 0 P 6 4 0 . 9 5 64 0 . 6 4 64 0 . 6 C 6 3 9 . 9 2 C 6 3 9 . 9 2 63 9 . 4 C 6 3 9 . 9 2 C 6 3 9 . 9 2 64 0 . 6 P 6 4 0 . 1 5 W 6 4 1 . 4 5 W 6 4 1 . 4 5 P 6 3 8 . 6 0 P 6 3 9 . 6 5 P 6 3 9 . 7 5 Gr 6 3 9 . 5 0 F/ F 6 4 1 . 2 0 F/ F 6 3 9 . 4 8 F/ F 6 4 0 . 6 4 F/ F 6 4 0 . 9 0 F/ F 6 4 1 . 7 5 P 6 3 7 . 6 0 P 6 3 7 . 3 5 Gr 6 3 7 . 6 5 P 6 3 8 . 4 5 P 6 3 7 . 9 5 W 6 4 1 . 5 9 W 6 4 1 . 1 4 P 6 4 0 . 6 2 P 6 3 9 . 3 0 P 6 3 8 . 3 0 P 6 3 9 . 6 5 P 6 3 8 . 3 0 P 6 4 0 . 8 0 P 6 4 0 . 0 5 W 6 4 1 . 5 5 W 6 4 1 . 5 5 64 0 6 4 0 6 3 9 6 4 0 639 6 3 9 6 3 9 6 3 8 6 3 7 640 63 9 63 9 63 8 6 4 0 640 64 1 6 4 0 639 6 4 0 6 4 0 6 3 8 63 7 6 3 8 640 6 3 9 Scale:NORTH 0 1" = 20 40 40'Revision Date No. Fi l e N a m e : M a y 1 3 , 2 0 1 6 - 4 : 1 5 p m ja s o n - h Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 6 . 0 - G R A D I N G . d w g GRADINGPLAN PRELIMINARY ENGINEERING THE ORCHARDS AT O'HARE DES PLAINES, ILLINOIS T A S T A S 05/13/2016 15-180 C6.0 C7MATCHLINE - SEE ABOVE LEFT MA T C H L I N E - S E E B E L O W R I G H T S E E A B O V E R I G H T F O R C O N T I N U A T I O N SEE BELOW LEFT FOR CONTINUATION U n d e r g r o u n d D e t e n t i o n Ex h i b i t A Page 84 of 139 Scale:NORTH 0 1" = 20 40 40'Revision Date No. Fi l e N a m e : M a y 1 3 , 2 0 1 6 - 4 : 0 8 p m ja s o n - h Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 7 . 0 - E R O S I O N . d w g EROSION CONTROL PLAN PRELIMINARY ENGINEERING THE ORCHARDS AT O'HARE DES PLAINES, ILLINOIS T A S T A S 05/13/2016 15-180 C7.0 C7MATCHLINE - SEE ABOVE LEFT MA T C H L I N E - S E E B E L O W R I G H T S E E A B O V E R I G H T F O R C O N T I N U A T I O N SEE BELOW LEFT FOR CONTINUATION Er o s i o n C o n t r o l F e n c e ( S i l t F e n c e ) St a b i l i z e d C o n s t r u c t i o n E n t r a n c e In l e t P r o t e c t i o n ER O S I O N C O N T R O L L E G E N D SW P P P N o t e : Di s t u r b e d a r e a g r e a t e r t h a n 1 - a c r e . A p e r m i t f r o m t h e I E P A fo r N P D E S i s r e q u i r e d . D u r i n g c o n s t r u c t i o n , e r o s i o n c o n t r o l in s p e c t i o n s w i l l b e r e q u i r e d p e r N P D E S , M W R D , a n d C i t y re q u i r e m e n t s a s w e l l a s c o n t i n u o u s m a i n t e n a n c e . Ex h i b i t A Page 85 of 139 Ex h i b i t A Page 86 of 139 CC Review Draft 6/30/16 Exhibit E EXHIBIT E Mannheim Road Improvements Plan Exhibit A Page 87 of 139 100' Taper 10 0 ' S t o r a g e ± 1 1 ' 15 5 ' T a p e r ± 1 0 . 5 ' ± 1 0 . 5 ' 1 0 . 5 ' 1 0 . 5 ' 90 ' T a p e r ± 5 2 . 5 ' 5 L a n e s 35 ' R E / P 35 ' R E / P 40'R E/P35'R E/P 51'R E/P2.5'R E/P4'2.5'R E/P 56'R E/P 16'16'7'±13.8'±12.4'±7.7' 1 1 ' ± 1 2 . 7 ' ± 1 2 ' 1 0 . 5 ' ± 1 1 . 6 ' ± 1 1 . 6 ' 12 " Y e l l o w 4" Y e l l o w 4" D o u b l e Y e l l o w Existing Corrugated Median to Remain M3.12 Curb and Gutter 6'R E/P31.6' E-E 7' W a l k Mo n u m e n t S i g n - N o r t h Re l o c a t e d S t r e e t L i g h t B6 . 1 2 C u r b a n d G u t t e r 3' P a r k w a y ± 3 3 . 5 ' 3 L a n e s ± 3 3 . 5 ' 3 L a n e s Re l o c a t e d S t r e e t L i g h t 4" Y e l l o w 12 " Y e l l o w 7' W a l k B6 . 1 2 C u r b a n d G u t t e r 3' P a r k w a y Re l o c a t e d S t r e e t L i g h t Ma t c h E x i s t i n g W a l k ± 1 0 . 5 ' ± 1 0 . 5 ' ± 1 0 . 5 ' Re m o v e P a v e m e n t M a r k i n g s ±4' 1 ' 1 ' 1' 9+ 0 0 19 0 + 0 0 19 1 + 0 0 19 2 + 0 0 19 3 + 0 0 194+00 195 Mo n u m e n t S i g n - C e n t r a l Mo n u m e n t S i g n - S o u t h Pavement Patch for Water Main Connection Ramp Stop Sign and Right Turn Only Sign24" White Stop BarRampLanding Ex i s t i n g T h r u L a n e s t o R e m a i n 6" W h i t e Ra m p La n d i n g Ra m p La n d i n g 6" W h i t e 24 " W h i t e S t o p B a r 12 ' E- E 12 ' E- E St o p S i g n Ex i s t i n g T h r u L a n e s t o R e m a i n Sidewalk Replacement by TollwayConnect to Sidewalk Constructed By Tollway29.6' F-F No Left Turn Sign 11' 11' 11' ± 3 1 . 5 3 L a n e s 18 7 + 0 0 18 8 + 0 0 18 9 5+ 0 0 196+00 197+00Scale:NORTH 0 1" = 10 20 20' M A T C H L I N E - S T A . 1 8 9 + 0 0 ( S E E B E L O W L E F T ) MATCHLINE - STA. 195+00 (SEE BELOW RIGHT) M A T C H L I N E - S T A . 1 8 9 + 0 0 ( S E E A B O V E L E F T ) M A T C H L I N E - S T A . 1 9 5 + 0 0 ( S E E A B O V E R I G H T ) Revision Date No. Fi l e N a m e : J u n 0 8 , 2 0 1 6 - 1 : 3 4 p m to d d - s Pl o t D a t e : P l o t t e d B y : Project Manager:Engineer:SheetDate:C 2016 Haeger Engineering, LLC Project No.consulting engineers HAEGER ENGINEERINGland surveyors P: \ 2 0 1 5 \ 1 5 1 8 0 \ D r a w i n g s \ P r e l i m i n a r y \ S I T E \ C 4 . 1 - G E O M E T R Y P A V I N G . d w g MANHEIM ROAD GEOMETRY / PAVING PLAN PRELIMINARY ENGINEERING THE ORCHARDS AT O'HARE DES PLAINES, ILLINOIS T A S T A S 06/08/2016 15-180 1 1 PA V I N G L E G E N D CO N C R E T E W A L K - 5 " P C C W a l k - 4 " A g g r e g a t e B a s e C o u r s e , C A - 6 , C r u s h e d ID O T P A V E M E N T F O R M A N N H E I M R O A D -1 - 3 / 4 ” P o l y m e r i z e d H M A S u r f a c e , M i x “ F ” , N 9 0 , -2 - 1 / 4 ” P o l y m e r i z e d H M A B i n d e r , I L - 1 9 . 0 , N 9 0 , (I n c r e a s e T h i c k n e s s A s R e q u i r e d f o r T o p o f P C C B a s e t o M a t c h E x i s t i n g DE T E C T A B L E W A R N I N G ( O n l y R e q u i r e d i n R . O . W . ) -P o r t l a n d C e m e n t C o n c r e t e B a s e C o u r s e , + / - 1 0 ” ( M a t c h E x i s t i n g T h i c k n e s s -S u b - B a s e G r a n u l a r M a t e r i a l ( T h i c k n e s s V a r i e s , M a t c h E x i s t i n g ) (P r o v i d e G e o t e c h n i c a l F a b r i c f o r G r o u n d S t a b i l i z a t i o n A s R e q u i r e d -C o m p a c t e d S u b - G r a d e ** I f e x i s t i n g u n d o c u m e n t e d F i l l i s l e f t i n p l a c e , t h e g e o t e c h n i c a l en g i n e e r r e c o m m e n d s t h a t a n a d d i t i o n a l 4 i n c h e s o f a g g r e g a t e ba s e b e a d d e d f o r e a c h o n - s i t e p a v e m e n t s e c t i o n t o h e l p r e d u c e th e p o t e n t i a l f o r p r e m a t u r e p a v e m e n t d i s t r e s s . O t h e r w i s e , co n s i d e r a t i o n m a y b e g i v e n t o u t i l i z i n g a m e d i u m t o h e a v y w e i g h t st a b i l i z a t i o n g e o t e x t i l e ( M i r a f i R S 3 8 0 i o r R S 5 8 0 i ) b e n e a t h t h e ne w p a v e m e n t s e c t i o n . ** To p o f P C C B a s e ) & T o p o f P C C B a s e ) MA N N H E I M R O A D P A V E M E N T M A R K I N G N O T E : Al l p a v e m e n t m a r k i n g i n t h e M a n n h e i m R o a d R. O . W . s h a l l b e t h e r m o p l a s t i c . R a i s e d r e f l e c t i v e pa v e m e n t m a r k e r s s h a l l b e i n s t a l l e d t o m a t c h ex i s t i n g c o n d i t i o n s . Ex h i b i t A Page 88 of 139 CC Review Draft 6/30/16 Exhibit F Page 1 EXHIBIT F Form Letter of Credit IRREVOCABLE LETTER OF CREDIT NO. ___________ AMOUNT: _____________ EXPIRATION DATE: _______________ DATE OF ISSUE:________________ _____________________________________________ [Name of Bank] _____________________________________________ [Address] TO:City of Des Plaines (the "City") 1420 Miner Street Des Plaines, Illinois 60016 Attention: City Manager WE HEREBY AUTHORIZE YOU TO DRAW AT SIGHT on the ________________________ _____________________________________________________ UP TO AN AGGREGATE AMOUNT OF ____________________________________ United States Dollars ($__________) for account of O’HARE REAL ESTATE, LLC (the “Customer”). Drafts under this Letter of Credit shall bear upon their face the words: Drawn under Credit No. _______________ Dated: _________________ Drafts may be for all or any portion of the amount of this Letter of Credit, and shall be in the form attached hereto as Exhibit ”A” and shall be accompanied by one of the following documents executed by the City Manager or an individual designated as acting City Manager: (a) A written statement on the form attached hereto as Exhibit “B” stating that, conditioned upon proper notice to the City Manager, Letter of Credit No. ____________ will expire within 35 days or less and that the Customer has failed to deliver to the City Manager evidence of a renewal of Letter of Credit No. ________; or (b) A written statement on the form attached hereto as Exhibit “C” stating that all or any part of the improvements required to be constructed pursuant to the Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE] by and between the City and O’Hare Real Estate, LLC (the “Agreement”) have not been constructed in accordance with the Agreement; or (c) A written statement on the form attached hereto as Exhibit “D” stating that all or any part of the costs, payments, permit fees or other fees required to be paid to the City pursuant to the Agreement have not been paid in accordance with the Agreement; or Exhibit A Page 89 of 139 CC Review Draft 6/30/16 Exhibit F Page 2 (d) A written statement on the form attached hereto as Exhibit “E” stating that all or any portion of the maintenance, repair, or restoration required to be performed pursuant to the Agreement has not been performed in accordance with the Agreement; or (e) A written statement on the form attached hereto as Exhibit “F” stating that all or any portion of the Customer’s undertakings pursuant to the Agreement have not been performed in accordance with the Agreement. WE HEREBY AGREE with the beneficiary that: 1. Drafts drawn under and in compliance with this Letter of Credit shall be duly honored immediately upon presentation to us if presented on or before the above-stated Expiration Date or presented at our office together with the original of this Letter of Credit on or before that date. Further, one or more drafts may be presented at our office on or before the Expiration Date. 2. If, within three banking days after any draft drawn under this Letter of Credit is presented to us in conformance with the terms of this Letter of Credit, we fail to honor same, we agree to pay all attorneys’ fees, court costs and other expenses incurred by the City in enforcing the terms hereof. 3. This Letter of Credit shall expire on ___________________, ______, as stated hereinabove; provided, however, that we shall send notice to the City Manager by certified mail, return receipt requested, or hand-delivered courier at least 35 days prior to said Expiration Date, that this Letter of Credit is about to expire. 4. In no event shall this Letter of Credit or the obligations contained herein expire except upon the prior written notice required herein, it being expressly agreed that the above expiration date shall be extended as shall be required to comply with the prior written notice required herein. 5. No consent, acknowledgment, or approval of any kind from the Customer shall be necessary or required prior to honoring any draft presented in conformance with the terms of this Letter of Credit. 6. The aggregate amount of this Letter of Credit may be reduced only upon receipt by us of a document executed by the City Manager stating that such aggregate amount shall be reduced in an amount permitted by the City’s subdivision regulations because of the satisfactory completion of all or part of the improvements required to be constructed pursuant to the Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE] by and between the City and O’Hare Real Estate, LLC. 7. This Letter of Credit is irrevocable. This Letter of Credit shall be governed by and construed in accordance with the Uniform Customs and Practices for ISP 98 of the International Chamber of Commerce (the "Uniform Customs"). This Letter of Credit shall be deemed to be a contract made under the laws of the State of Illinois, including, without limitation, Article 5 of the Uniform Commercial Code as in effect in the State of Illinois, and shall, as to matters not governed by the Uniform Customs, be governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of law. Exhibit A Page 90 of 139 CC Review Draft 6/30/16 Exhibit F Page 3 AS USED HEREIN, THE TERM “BANKING DAY” MEANS ANY DAY OTHER THAN A SATURDAY, SUNDAY, OR A DAY ON WHICH BANKS IN THE STATE OF ILLINOIS ARE AUTHORIZED OR REQUIRED TO BE CLOSED, AND A DAY ON WHICH PAYMENTS CAN BE EFFECTED ON THE FEDWIRE SYSTEM. ______________________________ __________________________________ [Signature of Bank Officer][Signature of Bank Officer] ______________________________ _________________________________ [Officer’s Title][Officer’s Title] Exhibit A Page 91 of 139 CC Review Draft 6/30/16 Exhibit F Page 4 EXHIBIT “A” TO FORM OF IRREVOCABLE LETTER OF CREDIT FORM OF DRAFT [To Be Supplied By Issuing Bank] Exhibit A Page 92 of 139 CC Review Draft 6/30/16 Exhibit F Page 5 EXHIBIT “B” TO FORM OF IRREVOCABLE LETTER OF CREDIT To: Attn: Re: Letter of Credit No. __________ Ladies and Gentlemen: This is to advise you that Letter of Credit No. __________ dated ______________ in the amount of $__________ will expire within 35 days or less and that O’Hare Real Estate, LLC has failed to deliver to the City Manager evidence of a renewal of Letter of Credit No. _________. Very truly yours, ______________________________________ City Manager Exhibit A Page 93 of 139 CC Review Draft 6/30/16 Exhibit F Page 6 EXHIBIT “C” TO FORM OF IRREVOCABLE LETTER OF CREDIT To: Attn: Re: Letter of Credit No. __________ Ladies and Gentlemen: This is to advise you that all or any part of the improvements required to be constructed pursuant to the Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE] by and between the City and O’Hare Real Estate, LLC, have not been constructed in accordance with said Agreement. Very truly yours, ______________________________________ City Manager Exhibit A Page 94 of 139 CC Review Draft 6/30/16 Exhibit F Page 7 EXHIBIT “D” TO FORM OF IRREVOCABLE LETTER OF CREDIT To: Attn: Re: Letter of Credit No. __________ Ladies and Gentlemen: This is to advise you that all or any part of the costs, payments, permit fees or other fees required to be paid pursuant to the Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE] by and between the City and O’Hare Real Estate, LLC, have not been paid in accordance with said Agreement. Very truly yours, ______________________________________ City Manager Exhibit A Page 95 of 139 CC Review Draft 6/30/16 Exhibit F Page 8 EXHIBIT “E” TO FORM OF IRREVOCABLE LETTER OF CREDIT To: Attn: Re: Letter of Credit No. __________ Ladies and Gentlemen: This is to advise you that all or any part of the maintenance, repair or restoration required to be performed pursuant to the Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE] by and between the City and O’Hare Real Estate, LLC, have not been performed in accordance with said Agreement. Very truly yours, ______________________________________ City Manager Exhibit A Page 96 of 139 CC Review Draft 6/30/16 Exhibit F Page 9 EXHIBIT “F” TO FORM OF IRREVOCABLE LETTER OF CREDIT To: Attn: Re: Letter of Credit No. __________ Ladies and Gentlemen: This is to advise you that all or any part of the undertakings of the Customer (as that term is defined in the above-referenced Letter of Credit) pursuant to the Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE] by and between the City and O’Hare Real Estate, LLC, have not been performed in accordance with said Agreement. Very truly yours, ______________________________________ City Manager Exhibit A Page 97 of 139 CC Review Draft 6/30/16 Exhibit G Page 1 EXHIBIT G Preliminary Redevelopment Project Costs A. Property Assembly Costs: DEVELOPER (PRIVATE) 1. Land and buildings (acquisition costs) $1,500,000.00 2. Site preparation, clearing and gathering $500,000.00 3. Demolition / Removing Contaminants $150,000.00 B. Professional Fees: 1. Administrative, Planning, Engineering, Architectural$350,000.00 2. Legal $75,000.00 3. Accounting/financial $25,000.00 4. Marketing (land only) 5. Other professional fees C. Job Training and Retraining Services $15,000.00 D. Public Infrastructure Improvements N/A 1. Bridge / Roadway Improvements / Sidewalks 2. Water 3. Sewer 4. Storm E. Capital Costs N/A F. Interest $200,000.00 GRAND TOTAL $2,815,000.00 Exhibit A Page 98 of 139 CC Review Draft 6/30/16 Exhibit H Page 1 EXHIBIT H TIF Note MAXIMUM AMOUNT:$2,000,000.00 UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK CITY OF DES PLAINES TAX INCREMENT ALLOCATION REVENUE NOTE Registered Owner:O’Hare Real Estate, LLC Interest Rate:N/A Dated Date:[INSERT FINANCIAL INCENTIVE CLOSING DATE], 2016 KNOW ALL PERSONS BY THESE PRESENTS, that the City of Des Plaines, Cook County, Illinois (the “City”), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on or before the Maturity Date, as defined below, but solely from the sources hereinafter identified, the principal amount of this Note, which amount shall be determined as provided in that certain Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE], by and between O’HARE REAL ESTATE, LLC (the “Developer”) and the City, (the “Redevelopment Agreement”), up to the maximum principal amount of Two Million Dollars and no Cents ($2,000,000.00) (the “Maximum Amount”), as provided in and subject to the terms and conditions of the Redevelopment Agreement. No interest shall be owed or paid on the Principal. The maturity date of the Note ("Maturity Date") shall be [INSERT FINANCIAL INCENTIVE CLOSING DATE], 2036, after which time the City shall have no further obligation to make any payment of principal of this Note or any further reimbursement for Redevelopment Project Costs pursuant to the Redevelopment Agreement. Principal shall be payable in the amount stated in each Certification Resolution approved by the City pursuant to Section 12.A.8 of the Redevelopment Agreement. Principal of this Note is payable on March 1 each year from the Pledged TIF Funds that are available on deposit in the Account established pursuant to Section 12.A.4.b of the Redevelopment Agreement, until the earlier of (a) the payment of the Note in full, or (b) the Maturity Date. Payments on this Note shall be applied solely to principal. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Redevelopment Agreement, the terms of which are incorporated herein by reference. The principal of this Note is payable in lawful money of the United States of America, and shall be made to the Registered Owner hereof as shown on the registration books of the City maintained by the Director of Finance of the City, as registrar and paying agent (the “Registrar”), and shall be paid by check, draft of the Registrar, or automated clearing house (ACH) direct deposit, payable in lawful money of the United States of America, electronically transmitted or mailed to the address of such Registered Owner as it appears on such registration books or at such other address or account furnished in writing by such Registered Owner to the Registrar; provided, that the final installment of principal will be payable solely upon presentation of this Note at the principal office of the Registrar, 1420 Miner Street, Des Plaines, Illinois 60016 or as otherwise directed by the City. This Note is issued by the City in fully registered form to evidence the aggregate principal amount of this Note, up to the Maximum Amount, which is intended to reimburse the costs of certain eligible Redevelopment Project Costs incurred by the Developer in connection with the Project, which is a commercial planned development, as further described in the Redevelopment Agreement, in the Higgins Pratt Redevelopment Area (the “Project Area”) in the City, which Project Area was established pursuant to City of Des Plaines Ordinance M-40-14, all in accordance with the Constitution and the laws of the Exhibit A Page 99 of 139 CC Review Draft 6/30/16 Exhibit H Page 2 State of Illinois, and particularly the Tax Increment Allocation Redevelopment Act (65 ILCS 5/11-74.4-1 et seq.) (the “TIF Act”), the Local Government Debt Reform Act (30 ILCS 350/1 et seq.) and Ordinance No. M-3-16 authorizing the issuance of this Note adopted by the City Board of Trustees of the City on February 1, 2016 (the “Ordinance”), in all respects as by law required. The City has assigned and pledged certain rights, title and interest of the City in and to certain incremental ad valorem tax revenues from the Project Area which the City is entitled to receive pursuant to the TIF Act and the Ordinance, in order to pay the principal of the Note. Reference is hereby made to the aforesaid Ordinance and the Redevelopment Agreement, for a description, among others, with respect to the determination, custody and application of said revenues, the nature and extent of such security with respect to the Note, and the terms and conditions under which the Note is issued and secured. If the Pledged TIF Funds are insufficient to pay all the principal due under the Note, the Registered Owner shall have no recourse against the City, provided that all Pledged TIF Funds, required to be deposited in the Account from time to time pursuant to the TIF Act, the Redevelopment Agreement and the Intergovernmental Agreement Between the City of Des Plaines, Maine Township High School District No. 207. and Des Plaines Community Consolidated School District No. 62 dated August 22, 2014 (the “TIF 7 IGA”) , have been deposited into the Account and the amount equal to the Pledged TIF Funds in each year has been used solely to pay amounts due under the Note. The Registered Owner shall have no right to compel the exercise of the taxing authority of the City or to use any funds of the City (other than the Account) for payment of the principal. This Note is transferable by the Registered Owner hereof in person or by its attorney duly authorized in writing at the principal office of the Registrar in Des Plaines, Illinois, but only in the manner and subject to the limitations provided in the Redevelopment Agreement. Upon such transfer, a new Note of authorized denomination of the same maturity and for the same remaining principal amount, will be issued to the transferee in exchange herefor and upon the issuance of such new note this Note shall be surrendered and cancelled. This Note shall be executed and delivered as provided in the Redevelopment Agreement. It is hereby certified and recited that all conditions, acts and things required by law to exist, to happen, or to be done or performed precedent to and in the issuance of this Note did exist, have happened, have been done and have been performed in regular and due form and time as required by law; and that the issuance of this Note, together with all other obligations of the City, does not exceed or violate any constitutional or statutory limitation applicable to the City. [SIGNATURE PAGE FOLLOWS] Exhibit A Page 100 of 139 CC Review Draft 6/30/16 Exhibit H Page 3 IN WITNESS WHEREOF, the City of Des Plaines, Cook County, Illinois, by its City Council, has caused its official seal to be imprinted by facsimile hereon or hereunto affixed, and has caused this Note to be signed by the duly authorized manual or facsimile signature of the Mayor and attested by the duly authorized manual or facsimile signature of the City Clerk of the City, all as of [INSERT DATE], 2016. Mayor (SEAL) Attest: City Clerk Registrar and Paying Agent: Director of Finance of Des Plaines, Cook County, Illinois CERTIFICATE OF AUTHENTICATION This Note is described in the within mentioned Redevelopment Agreement and is the $2,000,000.00 Tax Increment Allocation Revenue Note, City of Des Plaines, Cook County, Illinois. Director of Finance/Treasurer Date: Exhibit A Page 101 of 139 CC Review Draft 6/30/16 Exhibit I Page 1 EXHIBIT I Form of Certification Request To:City of Des Plaines 1420 Miner Street Des Plaines, Illinois 60016 Attention: City Manager From: O’Hare Real Estate, LLC Subject: Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE], by, and between the City of Des Plaines and O’Hare Real Estate, LLC, ("Redevelopment Agreement”) Date: _________________________ This represents Certification Request No. ___ requesting the City adopt a resolution approving the certification of the Redevelopment Project Costs detailed in the attached schedule. The undersigned hereby certifies that: i. The Developer actually incurred such Redevelopment Project Costs; ii.Such Redevelopment Project Costs are also “redevelopment project costs” as defined in the TIF Act; iii. For any Redevelopment Project Costs relating to the construction of the Improvements, City’s Director of Engineering has determined that, based upon an inspection, these improvements have been completed in accordance with the Project Approvals and this Agreement; Reimbursement is permitted pursuant to the Redevelopment Agreement, the Redevelopment Plan, and the TIF Act; and iv. The Developer is not in default or breach of any obligation under the Redevelopment Agreement which constitutes an Event of Default. Terms capitalized herein have the meanings specified in the Redevelopment Agreement, the terms of which are incorporated herein by reference. O’HARE REAL ESTATE, LLC By: ____________________________________ Its: ____________________________________ Exhibit A Page 102 of 139 CC Review Draft 6/30/16 Exhibit I Page 2 ATTACHMENTS TO CERTIFICATION REQUEST 1. Schedule of Redevelopment Project Costs 2.Sworn statements and lien waivers 3. Bills, contracts, and invoices [Other documents or information required by the City pursuant to Section 12.A of the Redevelopment Agreement.] Exhibit A Page 103 of 139 CC Review Draft 6/30/16 Exhibit J Page 1 EXHIBIT J Sales Tax Note PRINCIPAL FACE AMOUNT $2,000,000.00 UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK CITY OF DES PLAINES $2,000,000.00 SALES TAX REVENUE NOTE Registered Owner:O’Hare Real Estate, LLC Interest Rate:N/A Date of Issuance:[INSERT FINANCIAL INCENTIVE CLOSING DATE], 2016 KNOW ALL PERSONS BY THESE PRESENTS, that the City of Des Plaines, County of Cook, Illinois (the “City”), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on or before the Maturity Date, as defined below, but solely from the sources hereinafter identified, the principal amount of $2,000,000.00 (the “Principal”) on this Note, as set forth in Section 12.B of that certain Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE], (the "Redevelopment Agreement"), by and between the City and O’HARE REAL ESTATE, LLC (the "Developer"). No interest shall be owed or paid on the Principal. Principal of this Note is payable annually from the Pledged Sales Tax Funds on the Annual Tax Rebate Payment Date in the manner described in Section 12.B.3.d of the Redevelopment Agreement and Ordinance No. M-4-16 authorizing the issuance of this Note adopted by the Corporate Authorities of the City February 1, 2016 (“Note Ordinance”). Payments on this Note shall be applied solely to Principal. The maturity date of the Note ("Maturity Date") shall be December 31, 2038, after which time the City shall have no further obligation to make any payment of Principal of this Note. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Redevelopment Agreement, the terms of which are incorporated herein by reference. The Principal of this Note is payable in lawful money of the United States of America, and shall be paid to the Registered Owner hereof as shown on the registration books of the City maintained by the Director of Finance of the City, as registrar and paying agent (the “Registrar”), at the close of business on the business day before the Annual Tax Rebate Payment Date (as defined in the Redevelopment Agreement) and shall be paid by check or draft of the Registrar, or automated clearing house (ACH) direct deposit, payable in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such registration books or at such other address or account furnished in writing by such Registered Owner to the Registrar; provided, that the final installment of Principal on this Note will be payable solely upon presentation of this Note at the principal office of the Registrar 1420 Miner Street, Des Plaines, Illinois 60016 or as otherwise directed by the City. This Note is issued by the City in fully registered form to evidence the Principal face amount of this Note, which is intended to reimburse certain costs incurred by the Developer in connection with the Project, which is further described in the Redevelopment Agreement. The City has assigned and pledged certain rights, title and interest of the City in and to certain Pledged Sales Taxes from the Development Parcel, which the City is entitled to receive pursuant to applicable law, to pay the Principal of this Note. Reference is hereby made to the Note Ordinance and the Redevelopment Agreement, for a description, among others, with respect to the determination, custody, and application of said revenues, the nature and extent of such security with respect to this Note, and the Exhibit A Page 104 of 139 CC Review Draft 6/30/16 Exhibit J Page 2 terms and conditions under which this Note is issued and secured. If the Pledged Sales Tax Funds are insufficient to pay all the Principal due under this Note, the Registered Owner shall have no recourse against the City, provided that all Pledged Sales Tax Funds required to be allocated for payment of this Note by the Redevelopment Agreement have been used solely to pay amounts due under this Note. The Registered Owner shall have no right to compel the exercise of the taxing authority of the City or to use any funds of the City for payment of any Principal. This Note is transferable by the Registered Owner hereof in person or by its attorney duly authorized in writing at the principal office of the Registrar in Des Plaines, Illinois, but only in the manner and subject to the limitations provided in the Redevelopment Agreement. Upon such transfer, a new note of authorized denomination of the same maturity and for the same remaining Principal amount will be issued to the transferee in exchange herefor and upon the issuance of such new note this Note shall be surrendered and cancelled. This Note shall be executed and delivered as provided in the Redevelopment Agreement. It is hereby certified and recited that all conditions, acts, and things required by law to exist, to happen, or to be done or performed precedent to the issuance of this Note did exist, have happened, have been done, and have been performed in regular and due form and time as required by law; and that the issuance of this Note, together with all other obligations of the City, does not exceed or violate any constitutional or statutory limitation applicable to the City. [SIGNATURE PAGE FOLLOWS] Exhibit A Page 105 of 139 CC Review Draft 6/30/16 Exhibit J Page 3 IN WITNESS WHEREOF, the City of Des Plaines, Cook County, Illinois, by its City Council, has caused its official seal to be imprinted by facsimile hereon or hereunto affixed, and has caused this Note to be signed by the duly authorized manual or facsimile signature of the Mayor and attested by the duly authorized manual or facsimile signature of the City Clerk of the City, all as of _______________, 2016. Mayor (SEAL) Attest: City Clerk Registrar and Paying Agent: Director of Finance of the City of Des Plaines, Cook County, Illinois CERTIFICATE OF AUTHENTICATION This Note is described in the within mentioned Redevelopment Agreement and is the $2,000,000.00 Sales Tax Revenue Note, City of Des Plaines, Cook County, Illinois. Director of Finance/Treasurer Date: Exhibit A Page 106 of 139 CC Review Draft 6/30/16 Exhibit K Page 1 EXHIBIT K Hotel Tax Note UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK CITY OF DES PLAINES $3,500,000.00 HOTEL TAX REVENUE NOTE Registered Owner:O’Hare Real Estate, LLC Interest Rate:N/A Date of Issuance:[INSERT FINANCIAL INCENTIVE CLOSING DATE], 2016 KNOW ALL PERSONS BY THESE PRESENTS, that the City of Des Plaines, County of Cook, Illinois (the “City”), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on or before the Maturity Date, as defined below, but solely from the sources hereinafter identified, the principal amount of $3,500,000.00 (the “Principal”) on this Note, as set forth in Section 12.C of that certain Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE], (the "Redevelopment Agreement"), by and between the City and O’HARE REAL ESTATE, LLC (the "Developer"). No interest shall be owed or paid on the Principal. Principal of this Note is payable annually from the Pledged Hotel Tax Funds on the Annual Tax Rebate Payment Date in the manner described in Section 12.B.3.d of the Redevelopment Agreement and Ordinance No. M-5-16 authorizing the issuance of this Note adopted by the Corporate Authorities of the City on February 2, 2016 (“Note Ordinance”). Payments on this Note shall be applied solely to Principal. The maturity date of the Note ("Maturity Date") shall be December 31, 2038, after which time the City shall have no further obligation to make any payment of Principal of this Note. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Redevelopment Agreement, the terms of which are incorporated herein by reference. The Principal of this Note is payable in lawful money of the United States of America, and shall be paid to the Registered Owner hereof as shown on the registration books of the City maintained by the Director of Finance of the City, as registrar and paying agent (the “Registrar”), at the close of business on the business day before the Annual Tax Rebate Payment Date (as defined in the Redevelopment Agreement) and shall be paid by check or draft of the Registrar, or automated clearing house (ACH) direct deposit, payable in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such registration books or at such other address or account furnished in writing by such Registered Owner to the Registrar; provided, that the final installment of Principal on this Note will be payable solely upon presentation of this Note at the principal office of the Registrar 1420 Miner Street, Des Plaines, Illinois 60016 or as otherwise directed by the City. This Note is issued by the City in fully registered form to evidence the Principal face amount of this Note, which is intended to reimburse certain costs incurred by the Developer in connection with the Project, which is further described in the Redevelopment Agreement. The City has assigned and pledged certain rights, title and interest of the City in and to certain Pledged Hotel Taxes from the Development Parcel, which the City is entitled to receive pursuant to applicable law, to pay the Principal of this Note. Reference is hereby made to the Note Ordinance and the Redevelopment Agreement, for a description, among others, with respect to the determination, custody, and application of said revenues, the nature and extent of such security with respect to this Note, and the terms and conditions under which this Note is issued and secured. If the Pledged Hotel Taxes are insufficient to pay all the Principal due under this Note, the Registered Owner shall have no recourse against the City, provided that all Pledged Hotel Tax Funds required to be allocated for payment of this Note by the Redevelopment Agreement have been used solely to pay amounts due under this Note. The Exhibit A Page 107 of 139 CC Review Draft 6/30/16 Exhibit K Page 2 Registered Owner shall have no right to compel the exercise of the taxing authority of the City or to use any funds of the City for payment of any Principal. This Note is transferable by the Registered Owner hereof in person or by its attorney duly authorized in writing at the principal office of the Registrar in Des Plaines, Illinois, but only in the manner and subject to the limitations provided in the Redevelopment Agreement. Upon such transfer, a new note of authorized denomination of the same maturity and for the same remaining Principal amount will be issued to the transferee in exchange herefor and upon the issuance of such new note this Note shall be surrendered and cancelled. This Note shall be executed and delivered as provided in the Redevelopment Agreement. It is hereby certified and recited that all conditions, acts, and things required by law to exist, to happen, or to be done or performed precedent to the issuance of this Note did exist, have happened, have been done, and have been performed in regular and due form and time as required by law; and that the issuance of this Note, together with all other obligations of the City, does not exceed or violate any constitutional or statutory limitation applicable to the City. [SIGNATURE PAGE FOLLOWS] Exhibit A Page 108 of 139 CC Review Draft 6/30/16 Exhibit K Page 3 IN WITNESS WHEREOF, the City of Des Plaines, Cook County, Illinois, by its City Council, has caused its official seal to be imprinted by facsimile hereon or hereunto affixed, and has caused this Note to be signed by the duly authorized manual or facsimile signature of the Mayor and attested by the duly authorized manual or facsimile signature of the City Clerk of the City, all as of _______________, 2016. Mayor (SEAL) Attest: City Clerk Registrar and Paying Agent: Director of Finance of the City of Des Plaines, Cook County, Illinois CERTIFICATE OF AUTHENTICATION This Note is described in the within mentioned Redevelopment Agreement and is the $3,500,000.00 Hotel Tax Revenue Note, City of Des Plaines, Cook County, Illinois. Director of Finance/Treasurer Date: Exhibit A Page 109 of 139 CC Review Draft 6/30/16 Exhibit L Page 1 EXHIBIT L Form of Transferee Assumption Agreement THIS AGREEMENT, made as of this ______ day of _____________, 20__, by, between and among O’HARE REAL ESTATE, LLC (“Developer”), [TRANSFEREE] (“Transferee”) and the CITY OF DES PLAINES Illinois, an Illinois home rule municipal corporation (“City”). W I T N E S S E T H: WHEREAS, pursuant to that certain agreement dated ___________ 20__, the Transferee agreed to purchase fee title to certain parcels of property situated in Cook County, Illinois and legally described in Exhibit A attached hereto and by this reference incorporated herein and made a part hereof (collectively, the “Property’); and WHEREAS, as a condition to the above described transaction, the Developer and the City require that the Transferee agree to comply with all the terms, requirements and obligations set forth in that certain Amended and Restated Redevelopment and Economic Incentive Agreement dated [INSERT DATE] by and between the City of Des Plaines and the Developer and recorded in the Office of the Cook County Recorder on ________________ 2016, as Document No. _____________, as amended from time to time (“Redevelopment Agreement’); NOW, THEREFORE, in consideration of the agreement of the Transferee to acquire the Property and of the City to accept the transfer of obligations as provided herein and to grant the releases granted herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by, between and among the City, the Developer, and the Transferee as follows: 1. Recitals. The foregoing recitals are incorporated in and made a part of this Agreement as substantive provisions by this reference. 2. Assumption of Obligations. The Transferee, on its behalf and on behalf of its successors, assigns, heirs, executors and administrators, hereby agrees, at its sole cost and expense, to comply with all of the terms, requirements and obligations of the Redevelopment Agreement, including all exhibits and attachments thereto, regardless of whether such terms, requirements and obligations are to be performed and provided by, or are imposed upon, the Developer or the Sub-Parcel Owners as defined in the Redevelopment Agreement. 3. Assurances of Financial Ability. Contemporaneously with the Transferee’s execution of this Agreement, the Transferee shall deposit with the City Manager the performance security required by Section 11 of the Redevelopment Agreement. Upon execution of this Agreement by the City and deposit with the City Manager of the required performance security, the City shall surrender the original performance security to the Developer. In addition, and not in limitation of the foregoing, the Transferee shall, upon the request of the City, provide the City with such reasonable assurances of financial ability to meet the obligations assumed hereunder as the City may, from time to time, require. 4. Payment of City Fees and Costs. In addition to any other costs, payments, fees, charges, contributions or dedications required by this Agreement, the Redevelopment Agreement or by applicable City codes, ordinances, resolutions, rules or regulations, the Transferee shall pay to the City, immediately upon presentation of a written demand or Exhibit A Page 110 of 139 CC Review Draft 6/30/16 Exhibit L Page 2 demands therefor, all legal, engineering and other consulting or administrative fees, costs and expenses incurred in connection with the negotiation, preparation, consideration and review of this Agreement. 5. Acknowledgment and Release of Transferor. The City hereby acknowledges its agreement to the Transferee’s assumption of the obligation to comply with the terms, requirements and obligations of the Redevelopment Agreement, including all exhibits and attachments thereto, and the City hereby releases the Developer from any personal liability for failure to comply with the terms, requirements and obligations of the Redevelopment Agreement. 6. Trustee Exculpation. This Agreement is executed by [Bank], not personally, but solely as Trustee aforesaid, in the exercise of the power and authority conferred upon and vested in it as such Trustee. All the terms, provisions, stipulations, covenants and conditions to be performed by [Bank] are undertaken by it solely as Trustee as aforesaid, and not individually, and all statements herein made are made on information and belief and are to be construed accordingly, and no personal liability shall be asserted or be enforceable against the Trustee by reason of any of the terms, provisions, stipulations, covenants, conditions and/or statements contained in this Agreement. Any such liability shall be asserted instead against [the property contained in Trust Number _____ or the beneficiaries thereof or against] the other signatories hereof or their successors.] [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES APPEAR ON THE NEXT PAGE] Exhibit A Page 111 of 139 CC Review Draft 6/30/16 Exhibit L Page 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. ATTEST:CITY OF DES PLAINES By: City Clerk City President ATTEST: By: ATTEST:[DEVELOPER] By: ATTEST:[TRANSFEREE] By: Its: Exhibit A Page 112 of 139 CC Review Draft 6/30/16 Exhibit L Page 4 ACKNOWLEDGMENTS STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) This instrument was acknowledged before me on _____________________, 20__, by _____________, the Mayor of the CITY OF DES PLAINES, an Illinois municipal corporation, and by _____________, the City Clerk of said municipal corporation. Signature of Notary SEAL My Commission expires: STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) This instrument was acknowledged before me on _____________________, 20__, by _____________, President of TRANSFEREE, and _____________, Secretary of said . Signature of Notary SEAL My Commission expires: STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) This instrument was acknowledged before me on _____________________, 20__, by _____________, President of DEVELOPER, and _____________, Secretary of said . Signature of Notary SEAL My Commission expires: Exhibit A Page 113 of 139 EXHIBIT B First Amendment to Purchase, Sale, and Escrow Agreement Exhibit B Exhibit A Page 114 of 139 #39961241_v6 1 FIRST AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT THIS FIRST AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (this “Amendment”) is made as of the ___ day of July, 2016 (the “Execution Date”), by and between the CITY OF DES PLAINES, an Illinois home rule municipal corporation (“Seller”) and O’HARE REAL ESTATE, LLC, an Illinois limited liability company (“Purchaser”). RECITALS: A. Seller and Purchaser entered into a certain Sale, Purchase and Escrow Agreement dated as of February 2, 2016 (the “Agreement”), pursuant to which Seller agreed to sell and Purchaser agreed to purchase a portion of that certain real property consisting of approximately 4.9 acres located north of Higgins Road, west of Orchard Place and east of Mannheim Road, in Des Plaines, as further described in the Agreement (the “Original Property”); B. Seller (as Grantor) and Purchaser (as Grantee) entered into a certain Purchase Option Agreement dated as of February 2, 2016, as amended by that certain First Amendment to Purchase Option Agreement of even date herewith (together, the “Option”), pursuant to which Seller granted and conveyed to Purchaser exclusive irrevocable options to purchase the “North Parcel” and the “South Parcel”, as defined in the Option, contingent upon Seller’s acquisition of fee title to such property; C. Seller acquired fee title to the North Parcel and the South Parcel on or about March 16, 2016; D. On or before the Closing, the City intends to vacate that portion of Orchard Place legally described on Schedule 1 attached hereto (the “Vacated Parcel”); E. The Seller and Purchaser have entered into that certain Amended and Restated Redevelopment and Economic Incentive Agreement (“Restated Redevelopment Agreement”) dated [INSERT DATE], 2016 to govern the development of the Property as defined below; and F. The parties desire to enter into this Amendment to amend the definition of the property to be conveyed pursuant to the Agreement, and to make such other amendments as are herein described; and NOW THEREFORE, for and in consideration of the Recitals set forth above, the mutual agreements and covenants contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: 1.Recitals Incorporated; Certain Defined Terms. The Recitals set forth above are incorporated into this Amendment and shall be deemed to be terms and provisions hereof, the same as if fully set forth in this Section 1. Capitalized terms that are not otherwise defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Agreement. Exhibit B Page 115 of 139 #39961241_v6 2 2.Scope of the Property. The term “Property” shall mean that certain real property legally described on Schedule 2 attached hereto, which includes the Original Property, the North Parcel, as amended, and the Vacated Parcel. Exhibit A-1 of the Agreement is hereby deleted and replaced by Schedule 2. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges that, as of the Execution Date, Seller does not hold, but has commenced good faith negotiation for acquisition of, fee title to those two parcels, comprising a portion of the Property, described on Schedule 3 attached hereto (the “Triangular Parcels”). Seller has commenced, and covenants and agrees to continue, using commercially reasonable efforts to obtain fee title to the Triangular Parcels from the public entities that currently hold title to these surplus parcels. In the event that Seller has not obtained fee title to one or both of the Triangular Parcels prior to the Closing, then (a) the term “Property” as used herein shall be deemed to exclude one or both of the Triangular Parcels, as the case may be, in all instances; (b) Seller will (i) diligently continue using commercially reasonable efforts to obtain fee title to one or both of the Triangular Parcels, as the case may be, after the Closing, and (ii) promptly upon Seller’s acquisition of fee title to one or both of the Triangular Parcels, as the case may be, execute and deliver to Purchaser a Deed(s) conveying title to one or both of the Triangular Parcels, as the case may be, to Purchaser; and (c) subject to Seller’s receipt of written consent thereto from the current owners of fee title to the Triangular Parcels (together, the “Current Owners’ Consents”), Seller will deliver to Purchaser at Closing a quit claim deed(s), in Illinois statutory form, conveying Seller’s interest in after acquired title, if any, to one or both of the Triangular Parcels, as the case may be, to Purchaser. Seller shall keep Purchaser reasonably apprised of its efforts to obtain fee title to the Triangular Parcels and, as applicable, the Current Owners’ Consents. In no event will Seller’s failure to obtain (z) the Current Owners’ Consents or (y) fee title to the Triangular Parcels, be deemed a default by Seller under this Agreement. Seller’s obligations under this Paragraph 2 shall survive the Closing. Notwithstanding anything to the contrary contained in the Agreement or the Option, Seller shall retain fee title ownership to the Retained Parcel and the “Creek Parcels.” The Creek Parcels are generally depicted on Schedule 4 attached hereto and legally described on Schedule 5 attached hereto. 3.Purchase Price. Section 2.1 of the Agreement is hereby amended to provide that the Purchase Price for the Property is One Million, Eight Hundred Eleven Thousand and No Dollars ($1,811,000.00). 4. Deposit. Notwithstanding anything in the Agreement to the contrary, the parties hereby acknowledge that pursuant to that certain Letter Agreement dated May 3, 2016 and heretofore entered into by the parties, the sum of Thirty-Five Thousand and 00/100 Dollars ($35,000.00), representing a portion of the First Deposit, is non-refundable to Purchaser except in event of a Seller default as set forth in Section 10.2 of the Agreement or as otherwise defined in Section 11.1 of the Agreement. 5. Conditions to Purchaser’s Obligation to Purchase. Section 3.1 of the Agreement is hereby amended to include the following, immediately after Section 3.1.4 thereof: “3.1.5 Vacation of Orchard Place. Seller’s approval and consummation of the vacation of the portion of Orchard Place constituting the Vacated Parcel.” Exhibit B Page 116 of 139 #39961241_v6 3 6.Conditions to Seller’s Obligation to Sell. Section 3.2 of the Agreement is hereby deleted in its entirety and the following shall be substituted in lieu thereof: “Seller’s obligation to sell is expressly conditioned upon each of the following: “3.2.1 Performance by Purchaser. Performance in all respects of the obligations and covenants of, and deliveries required of, Purchaser by this Agreement and the Restated Redevelopment Agreement including, without limitation, the satisfaction of those “Conditions Precedent to Closing” set forth in Section 3.F of the Restated Redevelopment Agreement. 3.2.2 Receipt of Purchase Price. Receipt of the Purchase Price and any adjustments due Seller under Article VII at the Closing in the manner herein provided. 3.2.3 Access Easement. The parties’ agreement on the terms and location of an access easement granting the Seller a perpetual, non-exclusive access easement over and across the Property to the Creek Parcels, which easement will be depicted and described on the Final Plat for the Property. 3.2.4 Vacation of Orchard Place. Seller’s approval and consummation of the vacation of the portion of Orchard Place constituting the Vacated Parcel.” 7. Permitted Encumbrances. Section 4.2.1 of the Agreement is hereby amended to include the following, immediately after item (3) thereof: “(4) The Permitted Title Exceptions to the North Parcel, as defined in the Option, including the Billboard Easements and Covenant Agreement between the City of Des Plaines and the Rosemont Park District. 8. Title and Survey. Section 5.1 of the Agreement is hereby amended to provide that Seller shall deliver the Title Report to Purchaser on or before July 17, 2016; provided, however, that Seller’s failure to timely deliver the Title Report shall not be deemed a default by Seller so long as Seller is diligently pursuing the issuance thereof by the Title Company. Section 5.4.1 of the Agreement is hereby amended to provide that Purchaser shall have until August 16, 2016 to notify Seller of any Title Objections; provided, however, that such date may be extended through the mutual, written agreement of the City Manager, on behalf of Seller, and Purchaser. 9. Investigation Period. Section 5.4.2 of the Agreement is hereby amended to provide that the Inspection Period shall extend through and until August 16, 2016; provided, however, that such date may be extended through the mutual, written agreement of the City Manager, on behalf of Seller, and Purchaser. 10.Approvals Process. Section 5.7.2 of the Agreement is hereby amended to provide that Purchaser has heretofore made all necessary applications and submitted all necessary accompanying materials to obtain the Project Approvals. Notwithstanding anything contained in the Agreement to the contrary, the Governmental Approval Period shall expire Exhibit B Page 117 of 139 #39961241_v6 4 as of August 31, 2016; provided, however, that such date may be extended through the mutual, written agreement of the City Manager, on behalf of Seller, and Purchaser. 11. Seller’s Closing Costs. Section 7.2 of the Agreement is hereby amended by inserting the following at the end of the first sentence thereof: “(v) one-half of any costs incurred in recording the Deed, the Plat of Subdivision, the Billboard Easements and Restrictive Covenant Agreement and the Restated Redevelopment Agreement or any other instruments.” 12.Purchaser’s Closing Costs. Section 7.3(iii) of the Agreement is hereby deleted and replaced with the following: “(iii) one-half of any costs incurred in recording the Deed, the Plat of Subdivision, the Billboard Easements and Restrictive Covenant Agreement and the Restated Redevelopment Agreement or any other instruments;” 13. Full Force and Effect. Except as modified herein, the Agreement shall remain in full force and effect. 14.Counterparts. This Amendment may be executed by facsimile or PDF and in any number of identical counterparts, any or all of which may contain the signature of fewer than all of the parties but all of which, taken together, shall constitute a single, integrated instrument. 15. Performance. As of the date hereof, neither Seller nor Purchaser has failed to perform any of its obligations under the Agreement, as amended, and no act or omission which, with the giving of notice or the passage of time, or both, would be a default thereunder by either party. [SIGNATURE PAGE FOLLOWS] Exhibit B Page 118 of 139 #39961241_v6 5 IN WITNESS WHEREOF, the parties hereto have affixed their signatures the date and year first above written. SELLER CITY OF DES PLAINES, an Illinois home rule municipal corporation By: _________________________________ Its: Mayor ATTEST: By: ____________________________ Its: City Clerk BUYER O’HARE REAL ESTATE, LLC, an Illinois limited liability company By: _________________________________ Its: Exhibit B Page 119 of 139 #39961241_v6 Schedule 1 – Legal Description of Vacated Parcel SCHEDULE 1 Legal Description of Vacated Parcel Lot 3 on the Preliminary Plat of The Orchards at O’Hare, last revised June 22, 2016 and incorporate herein by reference. Legally described as follows: Exhibit B Page 120 of 139 #39961241_v6 Schedule 2 – Property Legal Description SCHEDULE 2 Property Legal Description Lots 3, 5, 6 and 7 on the Preliminary Plat of The Orchards at O’Hare, last revised June 22, 2016. Legally described as follows: [METES AND BOUNDS DESCRIPTION TO BE ATTACHED] Exhibit B Page 121 of 139 #39961241_v6 Schedule 3 – Depiction and Legal Description of Triangular Parcels SCHEDULE 3 Depiction and Legal Description Of Triangular Parcels Exhibit B Page 122 of 139 #39961241_v6 Schedule 4 – Depiction of Creek Parcels SCHEDULE 4 Depiction of Creek Parcels Exhibit B Page 123 of 139 #39961241_v6 Schedule 5 – Creek Parcels Legal Description SCHEDULE 5 Creek Parcels Legal Description Lots 2 and 4 on the Preliminary Plat of The Orchards at O’Hare, last revised June 22, 2016. Legally described as follows: [METES AND BOUNDS DESCRIPTION TO BE ATTACHED] Exhibit B Page 124 of 139 EXHIBIT C First Amendment to Purchase Option Agreement Exhibit B Exhibit B Page 125 of 139 #39878900_v6 1 This instrument prepared by and after recording should be returned to: Peter M. Friedman Holland & Knight LLP 131 S. Dearborn 30th Floor Chicago, Illinois 60603 FIRST AMENDMENT TO PURCHASE OPTION AGREEMENT THIS FIRST AMENDMENT TO PURCHASE OPTION AGREEMENT (this “Amendment”) is made as of the ___ day of July, 2016 (the “Effective Date”), by and between the CITY OF DES PLAINES, an Illinois home rule municipal corporation (“Grantor”) and O’HARE REAL ESTATE, LLC, an Illinois limited liability company (“Grantee”). RECITALS: A. Grantor and Grantee entered into a certain Purchase Option Agreement dated as of February 2, 2016 (the “Agreement”), pursuant to which Grantor granted and conveyed to Grantee exclusive irrevocable options to purchase the North Parcel and the South Parcel, as further described in the Agreement, contingent upon Grantor’s acquisition of fee title to such property; B. Grantor acquired fee title to the North Parcel and the South Parcel on or about March 16, 2016; C. Grantee desires to exercise its options to acquire the North Parcel from Grantor; D. The Seller and Purchaser have entered into that certain Amended and Restated Redevelopment and Economic Incentive Agreement (“Restated Redevelopment Agreement”) to govern, in part, the development of the North Parcel; and E. The parties desire to enter into this Amendment to set forth the legal descriptions of the North Parcel and the South Parcel, to provide for Grantor’s retention of the Creek Parcels (as hereinafter defined), and to make such other amendments as are herein described; and NOW THEREFORE, for and in consideration of the Recitals set forth above, the mutual agreements and covenants contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Grantor and Grantee hereby agree as follows: 1.Recitals Incorporated; Certain Defined Terms. The Recitals set forth above are incorporated into this Amendment and shall be deemed to be terms and provisions hereof, Exhibit C Page 126 of 139 #39878900_v6 2 the same as if fully set forth in this Section 1. Capitalized terms that are not otherwise defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Agreement, the PSA, or the Restated Redevelopment Agreement. 2.Exercise of Options. Grantee hereby provides written notice to Grantor of Grantee’s intent to purchase the North Parcel. Except as otherwise set forth in this Amendment, Grantee’s purchase of the North Parcel and Grantee’s option to purchase the South Parcel shall be on the terms and conditions set forth in the Agreement. 3.Covenant to Develop. Grantee covenants and agrees to redevelop, or cause the redevelopment of, the North Parcel in accordance with the Restated Redevelopment Agreement. 4. Creek Parcels. The Agreement is hereby amended to provide that, notwithstanding anything to the contrary contained therein, Grantor shall retain fee title to a portion of the North Parcel and a portion of the South Parcel (the “Creek Parcels”) as generally depicted on Schedule 1 attached hereto and legally described on Schedule 2 attached hereto. 5. Legal Description of North Parcel and South Parcel. Exhibit A to the Agreement is hereby deleted and shall have no further force or effect. The North Parcel is legally described on Schedule 3 attached hereto. The South Parcel is legally described on Schedule 4 attached hereto. 6. Permitted Title Exceptions. Exhibit C to the Agreement is hereby amended to include, as Permitted Title Exceptions, those matters set forth on Schedule 5 attached hereto. 7.Purchase and Sale Agreement. Notwithstanding anything to the contrary contained in the Agreement, the parties will enter into an amendment to the PSA of even date herewith setting forth the terms and conditions of the purchase and sale of the Adjoining Property and the North Parcel and certain other real property, as fully described in the PSA, as amended. All references in the Agreement to the North Parcel Purchase and Sale Agreement shall be read as references to the PSA, as amended. 8. North Parcel Termination. If the North Parcel Purchase and Sale Agreement does not timely close for any reason (other than as the result of a default by Grantor), then Grantor shall have the right to enter into an agreement for the sale of the North Parcel prior to the expiration of the North Parcel Option Period on terms and conditions acceptable to Grantor in its sole discretion. 9. Full Force and Effect. Except as modified herein, the Agreement shall remain in full force and effect. 10.Counterparts. This Amendment may be executed by facsimile or PDF and in any number of identical counterparts, any or all of which may contain the signature of fewer than all of the parties but all of which, taken together, shall constitute a single, integrated instrument. Exhibit C Page 127 of 139 #39878900_v6 3 IN WITNESS WHEREOF, the parties hereto have affixed their signatures the date and year first above written. GRANTOR CITY OF DES PLAINES, an Illinois home rule municipal corporation By: _________________________________ Its: Mayor ATTEST: By: ____________________________ Its: City Clerk GRANTEE O’HARE REAL ESTATE, LLC, an Illinois limited liability company By: _________________________________ Its: Exhibit C Page 128 of 139 1 #39878900v1 STATE OF ILLINOIS ) ) SS COUNTY OF ) I, _________________________________, a notary public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that _____________________, the _____________________ of The City of Des Plaines, an Illinois home rule municipal corporation, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her free and voluntary act in his/her capacity as _________________ of the corporation, for the uses and purposes therein set forth. GIVEN under my hand and official seal this _____ day of _____________, 2016. ____________________________________ Notary Public My Commission Expires _________{SEAL} Exhibit C Page 129 of 139 2 #39878900v1 STATE OF ILLINOIS ) ) SS COUNTY OF ) I, _________________________________, a notary public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that _____________________, the _____________________ of O’Hare Real Estate, LLC, an Illinois limited liability company, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her free and voluntary act in his/her capacity as _________________ of the corporation, for the uses and purposes therein set forth. GIVEN under my hand and official seal this _____ day of _____________, 2016. ____________________________________ Notary Public My Commission Expires _________{SEAL} Exhibit C Page 130 of 139 #39878900_v6 Schedule 1 – Depiction of Retaining Wall Parcel SCHEDULE 1 Depiction of East Creek Parcel Exhibit C Page 131 of 139 #39878900_v6 Schedule 2 – Retaining Wall Parcel Legal Description SCHEDULE 2 East Creek Parcel Legal Description Lots 2 on the Preliminary Plat of The Orchards at O’Hare, last revised June 22, 2016. Legally described as follows: [METES AND BOUNDS DESCRIPTION TO BE ATTACHED] Exhibit C Page 132 of 139 #39878900_v6 Schedule 3 – North Parcel Legal Description SCHEDULE 3 North Parcel Legal Description Lot 3 on the Preliminary Plat of The Orchards at O’Hare, last revised June 22, 2016, less the following described real estate: Legally described as follows: [METES AND BOUNDS DESCRIPTION TO BE ATTACHED] Exhibit C Page 133 of 139 #39878900_v6 Schedule 4 – South Parcel Legal Description SCHEDULE 4 South Parcel Legal Description Lot 1 on the Preliminary Plat of The Orchards at O’Hare, last revised June 22, 2016. Legally described as follows: [METES AND BOUNDS DESCRIPTION TO BE ATTACHED] Exhibit C Page 134 of 139 #39878900_v6 Schedule 5 – Additional Permitted Title Exceptions SCHEDULE 5 Additional Permitted Title Exceptions 1. Access Easement Over And Across North Parcel To The East Creek Parcel As Set Forth On __________________. 2. Access Easement Over And Across South Parcel To The East Creek Parcel As Set Forth On __________________. 3. Matters Of Survey Set Forth On The Plat Of Survey By Gremley & Biedermann Dated January 21, 2015, Number 2015-21620-001. 4. Billboard Easements And Covenants Agreement Made By And Between The City Of Des Plains And Rosemont Park District, Recorded March 17, 2016 As Document Number 1607719069 And The Terms, Provisions And Conditions Set Forth Therein. Exhibit C Page 135 of 139 CITY OF DES PLAINES ORDINANCE Z - 10 - 16 A ORDINANCE VACATING THE ORCHARD PLACE RIGHT OF WAY. WHEREAS, Orchard Place is a dedicated public right-of-way in the City of Des Plaines. A portion of the Orchard Place right-of-way consisting of approximately 25,294 square feet (0.5807 acres) is legally described and depicted in Exhibit A, attached to, and by this reference, made a part of this Ordinance (“Property”); and WHEREAS, the City of Des Plaines (“City”) is the owner of the parcels directly adjacent to the Property on the east and west and desires to take title to the Property by vacation; and WHEREAS, the adjacent parcels are zoned in the C-3 Commercial District; and WHEREAS, the City has the power to vacate the Property pursuant to Section 11-91-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-91-1 et seq. NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Des Plaines, Cook County, Illinois, in the exercise of its home rule powers, as follows; SECTION 1:RECITALS. The set forth above are incorporated herein by reference and made a part hereof, the same constituting the factual basis for the approval of this Ordinance. SECTION 2:JURISDICTION. The City Council does hereby certify that the Property is located entirely within the corporate limits of the City of Des Plaines and is subject to the jurisdiction of the City of Des Plaines. SECTION 3:VACATION. Subject to the conditions set forth in Section 5 of this Ordinance, and pursuant to Section 11-91-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-91-1 et seq., the Property is hereby vacated. Page 136 of 139 SECTION 4:PLAT OF VACATION. The Plat of Vacation accurately depicting the Property attached to this Ordinance as Exhibit A is, by this reference, made a part hereof. SECTION 5:OWNERSHIP AND ZONING. Upon the vacation provided for in Section 3 of this Ordinance becoming effective pursuant to the terms and conditions of this Ordinance, fee ownership of the Property shall vest in and inure to the benefit of the City. The Property shall be zoned in the C-3 General Office District. SECTION 6:RECORDATION. The City Manager is hereby directed to cause a certified copy of this Ordinance and the Plat of Vacation to be recorded with the office of the Cook County Recorder of. SECTION 7:EFFECTIVE DATE. This Ordinance shall be in full force and effect only upon, and not before the occurrence of the following events: A. Passage, approval, and publication in the manner provided by law; and B. Recordation of this Ordinance and the Plat of Vacation with the office of the Cook County Recorder of Deeds. [SIGNATURE PAGE FOLLOWS] Page 137 of 139 PASSED this _____ day of ____________, 2016. APPROVED this _____ day of _____________, 2016. VOTE: AYES _____ NAYS _____ ABSENT _____ MAYOR ATTEST:Approved as to form: CITY CLERK Peter M. Friedman, General Counsel Page 138 of 139 consulting engineers HAEGER ENGINEERINGland surveyors File Name:Layout: May 13, 2016 - 9:14am 18x24-Plat-PT jeff-g Plot Date: Plotted By:P:\2015\15180\Drawings\Final Survey\15180-Plat of Vacation.dwg Ex h i b i t A Page 139 of 139 1420 Miner Street Des Plaines, IL 60016 P: 847.391.5300 desplaines.org Date: July 1, 2016 To: Mayor and Members of City Council From: Michael G. Bartholomew, ICMA-CM, City Manager Subject: Consideration of Establishing a Process Regarding the Flying of Flags on City-Owned Property At the request of Aldermen Brookman, Sayad, and Chester, the Agenda for our July 5 th regular Council Meeting has been amended to add a new agenda item under New Business to consider process, procedure, and authorization for the flying of flags on/over City-owned, leased, or otherwise controlled property. Under this agenda item, Alderman Brookman intends to make a motion that no flag, other than the flags of the United States, the State of Illinois, the City of Des Plaines, and the POW-MIA flag, can be flown on/over any City of Des Plaines owned, leased, or otherwise controlled building or property without the formal approval of the City Council by a Resolution passed by a majority vote of the Des Plaines City Council.