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Des Plaines - TIF 1 Report FY 2018FY 2018 ANNUAL TAX INCREMENT FINANCE REPORT Name of Municipality: County: Unit Code: 1 _ - First Name: Michael Des Plaines Cook 016/140/30 Address: 1420 Miner Street Telephone: 8471391-5488 E -mail - STATE OF ILLINOIS 'a COMPTROLLER r -_ — ...F SUSANA A. MENDOZA Reporting Fiscal Year: Fiscal Year End: TIF Administrator Contact Information Last Name: Bartholomew Title: City Manager Clty: Des Plaines required mbartholomew@desplaines.org 2018 12/31/2018 Zip= 60016 1 attest to the best of my knowledge, that this FY 2018 report of the redevelopment project area(s) �in the City/Village of: Des Plaines is complete and accurate pursuant to Tax Increment Allocation Redevelopment Act [65 ILCS 5/11-74.4-3 et. seq.] and or Industrial Jobs Recovery Law [65 ILCS 5/11-74.6-10 et. seq.]. Written signature of TIF Administrator neo Sectlon 1 (65 ILCS 5/11-74.4-5 (d) (1.5) and 65 ILCS 5/11-74.6-22 (d) (1.5)*) FILL OUT ONE FOR EACH TIF DISTICT Date Terminated Name of Redevelopment Project Area Date Design44/2/2001 TFF Na. 1 bowntown TIF No. 3 Willie Road Mt. Prospect Road TIF No. 4 Five Corners Rand Road 11/19/2014 TIF No. 5 Lee Street Perry Street TIF No. 6 Mannheim - Higgins Road 10/15/2001 TIF No. 7 Fiigglns Road and Pratt Avenue 10/20/2014 'All statutory citatlons refer to one of two sections of the 1111nois Municipal Code: The Tax IncrementAliooatfon Redevelopment Act [65 ILCS 5/11-74.4-3 et. seq.] or the Industrial Jobs Recovery Law 165 ILCS 5/11-74.6-10 et, seq.] SECTION 2 [Sections 2 through 5 must be completed for each redevelopment project area listed in Section 1.] FY 2018 Name of Redevelopment Project Area (below): TIF 1 Downtown Primary Use of Redevelopment Project Area*: CBD I ypes include: Central business Uistnct. Ketatl, utner Cammerc€al, lnaustnal, Kesiaenval, ana comDinationnviixea Mixed, Industrial,Commercia If "Combination/Mixed" List Component Types: Retail Under which section of the Illinois Municipal Code was Redevelopment Project Area designated? (check one): Tax Increment Allocation Redevelopment Act X Industrial Jobs Recovery Law Please utilize the information below to properly label the Attachments. No Yes Were there any amendments to the redevelopment plan, the redevelopment project area, or the State Sales Tax Boundary? [65 ILCS 5/11-74.4-5 (d) (1) and 5/11-74.6-22 (d) (1)] X If yes, please enclose the amendment labeled Attachment A). Certification of the Chief Executive Officer of the municipality that the municipality has complied with all of the requirements of the Act during the preceding fiscal year. [65 ILCS 5/11-74.4-5 (d) (3) and 5/11-74.6-22 (d) (3)] X Please enclose the CEO Certification (labeled Attachment B). Opinion of legal counsel that municipality is in compliance with the Act. [65 ILCS 5/11-74.4-5 (d) (4) and 5/11-74.6-22 (d) (4)] Please enclose the Legal Counsel Opinion (labeled Attachment C). X Statement setting forth all activities undertaken in furtherance of the objectives of the redevelopment plan, including any project implemented and a description of the redevelopment activities. [65 ILCS 5/11-74.4-5 (d) (7) (A and B) and 5/11-74.6-22 (d) (7) (A X and B)] If yes. please enclose the Activities Statement (labled Attachment D). Were any agreements entered into by the municipality with regard to the disposition or redevelopment of any property within the redevelopment project area or the area within the State Sales Tax Boundary? [65 ILCS 5/11-74.4-5 (d) (7) (C) and 5/11-74 6-22 (d) X (7) (C)] If yes. please enclose the Agreement(s)() (labeled Attachment E). Is there additional information on the use of all funds received under this Division and steps taken by the municipality to achieve the objectives of the redevelopment plan? [65 ILCS 5/11-74.4-5 (d) (7) (D) and 5/11-74.6-22 (d) (7) (D)] X If es. lease enclose the Additional Information labeled Attachment F). Did the municipality's TIF advisors or consultants enter into contracts with entities or persons that have received or are receiving payments financed by tax increment revenues produced by the same TIF? [65 ILCS 5/11-74.4-5 (d) (7) (E) and 5/11-74.6-22 (d) (7) X (E)] If yes, please enclose the contract(s) or description of the contract(s) (labeled Attachment G). Were there any reports or meeting minutes submitted to the municipality by the joint review board? [65 ILCS 5/11-74.4-5 (d) (7) (F) and 5/11-74.6-22 (d) (7) (F)] X If yes, please enclose the Joint Review Board Report labeled Attachment H). Were any obligations issued by the municipality? [65 ILCS 5/11-74.4-5 (d) (8) (A) and 5/11-74.6-22 (d) (8) (A)] X If yes, please enclose any Official Statement (labeled Attachment 1). If Attachment I is answered yes, then the Analysis must be attached and (labeled Attachment J). An analysis prepared by a financial advisor or underwriter setting forth the nature and term of obligation and projected debt service including required reserves and debt coverage. [65 ILCS 5/11-74.4-5 (d) (8) (B) and 5/11-74.6-22 (d) (8) (B)] X If attachment I is yes. then Analysis MUST be attached and (labeled Attachment J). Has a cumulative of $100,000 of TIF revenue been deposited into the special tax allocation fund? 65 ILCS 5/11-74.4-5 (d) (2) and 5/11-74.6-22 (d) (2) X If yes, please enclose Audited financial statements of the special tax allocation fund labeled Attachment K). Cumulatively, have deposits of incremental taxes revenue equal to or greater than $100,000 been made into the special tax allocation fund? [65 ILCS 5/11-74.4-5 (d) (9) and 5/11-74.6-22 (d) (9)] If yes, the audit report shall contain a letter from the independent certified public accountant indicating compliance or X noncompliance with the requirements of subsection (q) of Section 11-74.4-3 (labeled Attachment L). A list of all intergovernmental agreements in effect to which the municipality is a part, and an accounting of any money transferred or received by the municipality during that fiscal year pursuant to those intergovernmental agreements. [65 ILCS 5111-74A-5 (d) X (10)] If yes, please enclose the list only, not actual agreements labeled Attachment M). SECTION 3.1 - (65 ILCS 5/11-74.4-5 (d)(5)(a)(b)(d)) and (65 ILCS 5/11-74.6-22 (d) (5)(a)(b)(d)) Provide an analysis of the special tax allocation fund. FY 2018 1111O►/_1i414 Special Tax Allocation Fund Balance at Beginning of Reporting Period TIF 1 Downtown $ 7,130,6431 All Amount Deposited in Special Tax Allocation Fund Cumulative Total Revenues/Cash Receipts Total Expenditures/Cash Disbursements (Carried forward from Section 3.2) Transfers to Municipal Sources Distribution of Surplus Total Expenditures/Disbursements Net/Income/Cash Receipts Over/(Under) Cash Disbursements $ 4,711,072 $ 4,103,875 $ 4,103,875 $ 607,197 $ 136,370,170 100% FUND BALANCE, END OF REPORTING PERIOD* 1 $ 7,737,840 * If there is a positive fund balance at the end of the reporting period, you must complete Section 3.3 Cumulative Revenue/Cash Totals of SOURCE of Revenue/Cash Receipts: Receipts for Revenue/Cash Current Receipts for life Reporting Year of TIF % of Total Pro ert Tax Increment $ 4.670.662 $ 89,578,869 66% State Sales Tax Increment 0% Local Sales Tax Increment 0% State Utility Tax Increment 0% Local Utility Tax Increment 0% Interest $ 40,410 $ 2,506,882 2% Land/Building Sale Proceeds $ 3,147,070 2% Bond Proceeds $ 39,966,245 29% Transfers from Municipal Sources $ 787,900 1% Private Sources $ 150,000 0% Other (identify source if multiple other sources, attach 1 schedule) $ 233,204 0% All Amount Deposited in Special Tax Allocation Fund Cumulative Total Revenues/Cash Receipts Total Expenditures/Cash Disbursements (Carried forward from Section 3.2) Transfers to Municipal Sources Distribution of Surplus Total Expenditures/Disbursements Net/Income/Cash Receipts Over/(Under) Cash Disbursements $ 4,711,072 $ 4,103,875 $ 4,103,875 $ 607,197 $ 136,370,170 100% FUND BALANCE, END OF REPORTING PERIOD* 1 $ 7,737,840 * If there is a positive fund balance at the end of the reporting period, you must complete Section 3.3 SECTION 3.2 A- (65 ILCS 5/11-74.4-5 (d) (5) (c) and 65 ILCS 5/11-74.6-22 (d) (5)(c)) FY 2018 TIF NAME: TIF 1 Downtown ITEMIZED LIST OF ALL EXPENDITURES FROM THE SPECIAL TAX ALLOCATION FUND (by category of permissible redevelopment project costs ) PAGE 1 Category of Permissible Redevelopment Cost [65 ILCS 5/11-74.4-3 (q) and 65 ILCS 5111-74.6-10 (o)] Amounts Reporting Fiscal Year 1 Cost of studies, surveys, development of plans, and specifications. Implementation and administration of the redevelopment plan, staff and professional service cost_. TIFAdministration and professional costs 180,439 Transfer out 112,000 $ 292 2 Annual administrative cost $ -I 3. Cost of marketing sites. $ 4. Property assembly cost and site preparation costs. Prooertv Acquisition 1,261,000 5, Costs of renovation, rehabilitation, reconstruction, relocation, repair or remodeling of existing public or private building, leasehold improvements, and fixtures within a redevelopment project area. $ 1,261,0001 $ -I 16. Costs of the constructuion of public works or improvements. 1 SECTION 3.2 A PAGE 7. Costs of eliminating or removing contaminants and other impediments. 8 Cost of job training and retraining projects. 9 Financing costs, Debt Servcie 1,258,801 $ 1,258,801 10. Capital costs. Capital Outlay 1,291,635 $ 1,291,635 11 Cost of reimbursing school districts for their increased costs caused by TIF assisted housing projects $ 12. Cost of reimbursing library districts for their increased costs caused by TIF assisted housing projects, SECTION 3.2 A PAGE 3 13, Relocation costs, 14. Payments in lieu of taxes. 15. Costs of job training, retraining, advanced vocational or career education. 16. Interest cost incurred by redeveloper or other nongovernmental persons in connection with a iredevelopment project 17 Cost of day care services. 18 Other TOTAL ITEMIZED EXPENDITURES I I $ 4,103,878 Section 3.2 B FY 2018 TIF NAME: TIF 1 Downtown Optional: Information in the following sections is not required by law, but would be helpful in creating fiscal transparency. List all vendors, including other municipal funds, that were paid in excess of $10,000 during the current reporting year. Name Service Amount SECTION 3.3 - (65 ILCS 5111-74.4-5 (d) (5d) 65 ILCS 5/11-74.6-22 (d) (5d) Breakdown of the Balance in the Special Tax Allocation Fund At the End of the Reporting Period by source FY 2018 TIF NAME: FUND BALANCE BY SOURCE 1 Des-rintion of Debt ohlinnfinns TIF 1 Downtown $ 7,737,840 Amount of Original lssuan( I Amount Designated Bond Sereis 2005 F $ 4,725,000 Bond Sereis 2007 B $ 510,000 Bond Sereis 2008 A $ 1,334,000 Bond Sereis 2011 A $ 1,555,000 $ 383,375 Bond Sereis 2012 Refunding $ 3,765,000 $ 1,012,150 Bond Sereis 2013 Refunding $ 2,990,000 $ 977,300 Total Amount Designated for Obligations 2 Description of Rrnient Cnsts to be Paid $ 14,879,000 1 $ 2,372,825 River Mill Obligation -$462,389 $ 81,757 LAB graceland Obligation -$471,000 $ 86,488 Public Improvements $ 2,000,000 Redevelopment Project Costs $ 200,000 Property Assembly $ 2,000,000 Total Amount Designated for Project Costs TOTAL AMOUNT DESIGNATED SURPLUS/(DEFICIT) $ 4,368,245 $ 6,741,070 $ 996,770 SECTION 4 [65 ILCS 5/11-74.4-5 (d) (6) and 65 ILCS 5/11-74.6-22 (d) (6)] FY 2018 TIF NAME: TIF 1 Downtown Provide a description of all property purchased by the municipality during the reporting fiscal year within the redevelopment project area. Check here if no property was acquired by the Municipality within the Redevelopment Project Area. Property Acquired by the Municipality Within the Redevelopment Project Area. Property (1): Theater Street address: 1470 -1476 Miner Street Approximate size or description of property: tax parcel 09-17-415-010 Purchase price: 1,257,500.00 Seller of property: Trust No. 1528, D.Bhagwaker, D. Bhagwaker, and A.N Bhagwaker Property (2): Street address: Approximate size or description of property: Purchase price: Seller of property Property (3): Street address: Approximate size or description of property Purchase price: Seller of property: Property (4): Street address: Approximate size or description of property: Purchase price: Seller of property: CITY OF DES PLAINES RESOLUTION R - 48 - 18 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A REAL ESTATE PURCHASE AND SALE AGREEMENT FOR THE DES PLAINES THEATER 1470- 1476 MINER. WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the City to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance; and WHEREAS, on December 18, 2017, the City Council adopted Ordinance No. M-45-17 finding that it was necessary, convenient, and desirable to acquire the Des Plaines Theater ("Theater") located at 1476 Miner Street ("Subject Property") and authorizing the City Manager and the City's General Counsel, if necessary, to initiate eminent domain proceedings to obtain ownership of the Subject Property; and WHEREAS, prior to commencing eminent domain proceedings the City was able to negotiate a mutually acceptable price of $1,257,500 to acquire the Subject Property from its owner through a voluntary sale; and WHEREAS, the City desires to acquire the Subject Property for the purpose of redeveloping the Theater to provide a significant cultural and educational amenity to both the residents of the City's central business district and to the City at large; and WHEREAS, the Mayor and City Council have determined that entering into a Real Estate Purchase and Sale Agreement ("Purchase and Sale Agreement") for the Subject Property with FNBW Bank, formerly known as the First National Bank of Wheaton, as trustee under Trust Agreement dated October 27, 2003 and known as Trust No. 1528 ("Trust"), and the beneficiaries of the Trust (collectively, "Owner") would be in the best interest of the City and its residents; NOW, THEREFORE, BE IT RESOLVED 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 Resolution as findings of the City Council. SECTION 2: APPROVAL OF PURCHASE AND SALE AGREEMENT. The City Council hereby approves the Purchase and Sale Agreement in substantially the form attached to this Resolution as Exhibit A, and in a final form to be approved by the General Counsel. SECTION 3: AUTHORIZATION TO EXECUTE PURCHASE AND SALE AGREEMENT. The City Council hereby authorizes and directs the Mayor and the City Clerk to execute and seal, on behalf of the City, the final Purchase and Sale Agreement following its full execution by the Owner. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. PASSED this . day of Jv �- �. . 2018. APPROVED this day of r; 12018. VOTE: AYES NAYS_ ATTEST: .j I Y CLERK Z M.2 : tfit �(M� Peter M. Friedman, General Counsel DP -Resolution Approving and Authorizing Execution of a Real Estate Purchase and Sale Agreement for the DP Theater 1470-1476 Miner #55397837v2 2 SECTION 5 - 20 ILCS 620/4.7 (7)(F) PAGE 1 FY 2018 TIF Name: TIF 1 Downtown Page 1 is to be included with TIF report Pages 2 and 3 are to be included ONLY if projects are listed. Select ONE of the following by indicating an X: 1. NO projects were undertaken by the Municipality Within the Redevelopment Project Area. 2. The Municipality DID undertake projects within the Redevelopment Project Area. (If selecting this option, X complete 2a.) 2a. The number of projects undertaken by the municipality within the Redevelopment Project Area: 4 LIST the projects undertaken by the Municipality Within the Redevelopment Project Area: TOTAL: 11/1/99 to Date Estimated Investment for Subsequent Fiscal Year Total Estimated to Complete Project Private Investment Undertaken (See Instructions) $ 106,813,152 $ - $ - Public Investment Undertaken $ 32,292,748 $ $ Ratio of Private/Public Investment 3 4/13 0 *PROJECT NAME TO BE LISTED AFTER PROJECT NUMBER Project 1': Metropolitan Square Private Investment Undertaken (See Instructions) $ 45,140,627 Public Investment Undertaken $ 31,398,748 Ratio of Private/Public Investment 1 7/16 0 Project 2": River Mill Private Investment Undertaken (See Instructions) $ 29,460,295 Public Investment Undertaken $ 408,000 Ratio of Private/Public Investment 7219/92 0 Private Investment Undertaken (See Instructions) $ 12,000,000 Public Investment Undertaken $ 471,000 Ratio of Private/Public Investment 2543/90 0 Project 4": Everleigh Condos Private Investment Undertaken (See Instructions) $ 20,212,230 Public Investment Undertaken $ 15,000 Ratio of Private/Public Investment 134740/83 0 Project 5'°: Private Investment Undertaken (See Instructions) Public Investment Undertaken Ratio of Private/Public Investment 0 0 Project 6*: Private Investment Undertaken (See Instructions) Public Investment Undertaken Ratio of Private/Public Investment 0 0 Optional: Information in the following sections is not required by law, but would be helpful in evaluating the performance of TIF in Illinois. *even though optional MUST be included as part of the complete TIF report SECTION 6 FY 2018 TIF NAME: TIF 1 Downtown Provide the base EAV (at the time of designation) and the EAV for the year reported for the redevelopment project area Year redevelopment project area was Reporting Fiscal Year designated Base EAV EAV 1985 S 20,262,187 $ 74.887,328 List all overlapping tax districts in the redevelopment project area. If overlapping taxing district received a surplus, list the surplus. X Check if the overlapping taxing districts did not receive a surplus. Surplus Distributed from redevelopment Overlapping Taxing District project area to overlapping districts $ $ $ - $ SECTION 7 Provide information about job creation and retention: Number of Jobs Number of Jobs Retained Created Description and Type (Temporary or Permanent) of Jobs Total Salaries Paid SECTION 8 Provide a qeneral description of the redevelopment project area using only major boundaries: Optional Documents Enclosed Legal description of redevelopment project area Map of District Attachment B Certification of the Chief Executive Officer of the municipality that the municipality has complied with all of the requirements of the Act during the reporting Fiscal Year. Re: City of Des Plaines Certificate of Compliance Tax lncrejuont FinancinL_Distxict #1—Downtown, For Fiscal Year Ending December 31, 2018 I, Matthew J. Bogusz, the duly elected Chief Executive Officer of the City of Des Plaines, County of Cook, State of Illinois, do hereby certify that to the best of my knowledge, the City of Des Plaines complied with the requirements pertaining to the Illinois Tax Increment Redevelopment Allocation Act during the fiscal year beginning January 1, 2018 and ending December 31, 2018. DATE CITY OF DES PLAINES 7IFDISTRICT0 ANNUAL REPORT FOR FISCAL "YEAR BEGINNING JANUARY 1, 2018 AND ENDING DECEMBER 31, 2018 RE: Attorney Review City of Des Plaines Downtown TIF District #1 To Whom It May Concern: This will confirm that I am the General Counsel for the City of Des Plaines, Illinois. I have reviewed all information provided to me by the City staff and consultants, and I find that the City of Des Plaines has conformed to all applicable requirements of the Illinois Tax Increment Redevelopment Allocation Act set forth thereunder for the fiscal year beginning January 1, 2018 and ending December 31, 2418, to the best of my knowledge and belief. Sincerely, General Counsel CITY OF DES PLAINES TIFDISTAtC7Wj ANNUAL REPORT FOR FISCAL YEAiz BEGINNING JANUARY], 2019 AND ENDINGDECEMB,ER 31, 2018 Attachment D Statement setting forth all activities undertaken in furtherance of the objectives of the Redevelopment Plan, including any project implemented in the preceding fiscal year and a description of the activities undertaken [65 ILLS 5/11-74.4- 5(d)(7)(A & B) and 5/11-74.6-22(d)(7)(A & B)] TIF #1 The City of Des Plaines' (the "City's") first TIF District was established in July, 1985 and was originally known as the City's Ellinwood TIF Redevelopment Plan and Project Area. The creation of this original approximately 24+ acre TIF District was in response to downturns that were occurring in the mid 1980's following several recessions and a marked decline in private investment and less federal assistance available to address the City's capital needs. Several major projects that had been initiated during the 1970's growth period were still incomplete and the Plan was established to assist in attracting stronger anchors to the downtown commercial district, address access, circulation and parking issues, improve the character and amenities within the downtown. Several series of General Obligation Bonds were issued on behalf of the project, and the City proceeded to purchase several redevelopment parcels and undertake redevelopment activities. The TIF District was amended again in 1992, 1994, and 1997, including legislative approval of a 12 year extension to the term of the TIF district.. The City entered into a redevelopment agreement with Bayview/Compass Point (1425 Ellinwood Apartments LLC) in order to provide for the redevelopment of the site and transfer City owned property to the developer in order to complete assembly of the site. The City acquired the Des Plaines Theater and utilized TIF funds for renovation and improvement of the facility. The City also completed Phase III of its streetscape project and undertook infrastructure improvements to increase storm water capacity and to replace an aging water main in the TIF in the reporting fiscal year. The City also vacated a narrow strip of right of way at 1504 Miner Street as part of ongoing redevelopment activities. CITY OF DES PLAINES TIF DISTRICT41 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2018 AND ENDING DECEMBER 31, 2018 Attachment E Description of any agreements entered into by the municipality with regard to the disposition or redevelopment of any property within the redevelopment project area or the area within the State Sales Tax Boundary [65 ILCS 5/11-74.4-5(d)(7)(C) and 5/11-74.6- 22(d)(7)(C)] TIF #1 Currently, the City has several outstanding financial obligations covering TIF #1 which have been issued for public purposes or on behalf of private investors, all of which are payable with the current TIF District's existing and future revenues. The City sold 1425 Ellinwood LLC City owned property to assist in the redevelopment of a multi family apartment building. The redevelopment agreement and purchase agreement are attached as Exhibit A. CITY OF DES PLAINES TIF DISTRICTV ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2018 AND ENDING DECEMBER 31, 2018 THIS DOCUMENT PREPARED BY AND AFTER RECORDING RETURN TO: Stewart J. Weiss Holland & Knight LLP 131 S. Dearborn, 301h Floor Chicago, IL 60603 Execution Version Above Space For Recorder's Use Onl,r REDEVELOPMENT AGREEMENT BETWEEN THE CITY OF DES PLAINES AND 1425 ELLINWOOD APARTMENTS, LLC (1411, 1415 & 1425 ELLINWOOD STREET; 684, 686, & 698-692, LEE STREET; 651, 653- 661, 665 & 671 GRACELAND AVENUE) PINS: 09-17-418-003-0000, 09-14-418-007-0000, 09-17-418-020-0000, 09-17-418-022-0000, 09-17-418-025-0000, 09-17-418-029-0000, 09-14-418-032-0000, 09-14-418-033-0000, 09-17-418-034-0000, 09-14-418-036-0000, 09-14-418-037-0000, 09-17-418-026-0000,: 09-14-418-038-0000, 09-17-418-039-0000, 09-17-418-040-0000, 09-17-418-045-0000 Execution Version REDEVELOPMENT AGREEMENT BETWEEN THE CITY OF DES PLAINES AND 1425 ELLINWOOD APARTMENTS, LLC (1411, 1415 & 1425 ELLINWOOD STREET; 684, 686, & 688-692, LEE STREET; 651,653- 661, 665 & 671 GRACELAND AVENUE) THIS REDEVELOPMENT AGREEMENT ("Agreement') is made as of the 5th day of June, 2018, by and between the CITY OF DES PLAINES, an Illinois home rule municipal corporation ("City's, and 1425 ELLINWOOD APARTMENTS, 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, the parties hereto agree as follows: SECTION 1. RECITALS.' A. The Developer is the contract purchaser of those certain parcels of real property consisting of approximately 1.903 acres, located in the City of Des Plaines, Illinois that comprise the "Development Property'as legally described in Exhibit A--1 attached hereto. B. The City is the owner of the City Parcels, commonly known as 665 and 671 Graceland, which are currently unimproved with structures and used as a municipal parking lot and are legally described in Exhibit A-2 attached hereto.. C. The Parties negotiated a "Real Estate Purchase and Sale Agreement" under which the City has agreed to convey and transfer fee simple title of the City Parcels to the Developer in exchange for $880,000 and a license to use certain areas of the Development Property for public parking in accordance with the Public Parking License Agreement (as hereafter defined). D. The Private Parcels, commonly known as 1411, 1415 & 1425 Ellinwood Street; 684, 686, & 688-692 Lee Street; 651 and 653-661 Graceland Avenue comprise the remainder of the Development Property, are each under separate ownership, and are improved with a variety of retail, office, and commercial uses. E. The Developer desired to assemble the City Parcels and the Private Parcels, consolidate them into a single zoning lot, and develop a mixed use building containing 212 residential rental apartments, no less than 10,000 square feet of ground floor commercial space, and structured parking with 79 public spaces and 330 privately reserved spaces ("Development'). F. The Developer seeks certain approvals from the City regarding the zoning of the Development Property under the Zoning Code upon acquisition of the City Parcels and the Private Parcels by the Developer and assurances as to the proposed improvements to the Development Property as set forth in this Agreement. 'All capitalized words and phrases throughout this Agreement have the meanings set forth in the preamble above and in Section 2 and the other provisions of this Agreement. If a word or phrase is not specifically defined in this Agreement, it has the meaning ascribed to it in the Zoning Code. #5649537703 Execution Version G. The Parties desire that the Development Property be developed and used only in compliance with this Agreement and City -approved plans, and in compliance with all applicable Requirements of Law. H. In connection with the acquisition of the City Parcels and the Private Parcels and proposed redevelopment of the Development Property, Developer also filed applications with the City seeking (i) approval of a Tentative Plat of Subdivision, under Section 13-2-1 of the Subdivision Regulations and (ii) a variation from the minimum off-street parking requirements under Section 12-9-7 of the Zoning Code (collectively, the "Development Relief'). I. On April 24, 2018 the Planning and Zoning Board of the City conducted a public hearing to consider the Development Relief requested by the Developer and heard competent testimony and received evidence. J. The Corporate Authorities, after due and careful consideration, have concluded that the development and use of the Development Property pursuant to and in accordance with this Agreement will promote sound planning, increase the taxable value of property within the City, enable the City to control the development of the City's downtown, and otherwise promote, enhance, and serve the best interests and general welfare of the City and its citizens. SECTION 2. DEFINITIONS; RULES OF CONSTRUCTION. A. Definitions "City Code": "The City of Des Plaines City Code", as amended. "Cit Parcels Those certain parcels of real estate described in Section 1.8 of this Agreement. "Commercial Component": The portion of the Development to be occupied for commercial purposes, which will include no less than 10,000 square feet and shall comply with the use restrictions set forth in the OREA. "Construction Regulations": Title 10 of the City Code. "Comorate Authorities": The Mayor and City Council of the City. "Development": The mixed use development generally described in Section 1.E of this Agreement. "Development Properf ': Those parcels of land consisting of 1.903 acres, commonly known as, 1411, 1415, and 1425 Ellinwood Street; 678, 684, 686, 688, 692, and 700 Lee Street, 651, 653-661, 665, and 671 Graceland Avenue, Des Plaines, Illinois, which are legally described in Exhibit A-1 and A-2 attached to this Agreement. "Effective Date": The date set forth in the first paragraph of page one of this Agreement. "Events of Default": Defined in Section 15.A of this Agreement with respect to Developer and in Section 15.8 of this Agreement with respect to the City. #5649537703 Execution Version "Evidence of Title bate": The date on which either (a) the Developer has provided proof, in the form of a recorded deed or title policy, to the City's General Counsel, that the Developer has acquired fee simple title to the entirety of the Development Property or (b) Chicago Title Insurance Company has completed a real estate closing transferring the entirety of the Development Property to the Developer and has been authorized to release this Agreement, the Public Parking License Agreement and the OREA for recording in accordance with escrow instructions provided by the City's General Counsel. "Final Development Mans": Collectively, those plans and specifications for the development of the Development Property to be approved by the City in accordance with and pursuant to Section 3.13.3 of this Agreement and in accordance with the Requirements of Law. "Final En ineerin Plan": The engineering plan that receives the approval of the Director of Public Works and Engineering, the Director of Community and Economic Development, and Corporate Authorities in accordance with and pursuant to Section 3. B of this Agreement and in accordance with the Requirements of Law. Upon such approval, the Final Engineering Plan will, automatically and without further action by the Corporate Authorities and the Parties, be deemed to be incorporated in, and made a part of, this Agreement. "Final Plat of Subdivision". That certain plat of subdivision for the Development Property, to be considered and approved by the Corporate Authorities in accordance with and pursuant to Section 3.13 of this Agreement. Upon the date on which the Final Plat of Subdivision becomes effective, the Final Plat of Subdivision will, automatically and without further action by the Corporate Authorities and the Parties, be deemed to be incorporated in, and made a part of, this Agreement. "Improvements". The on-site and off-site improvements to be made in connection with the development of the Property, as provided in Section 5 of this Agreement, including, without limitation, the Public Improvements, and the streetscaping to be installed pursuant to the Final Engineering Plan. "Operation and Reciprocal Easement Agreement" or "OREA ": That certain recordable instrument setting forth operation parameters and requirements for the Development required pursuant to Section 7 of this Agreement. "Parties". The City and Developer; collectively. "Performance Security": Defined in Section 1 O,A of this Agreement. "Person": Any natural individual, 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, or other entity capable of holding title to, or any lesser interest in, real property. "Prairie Storm Sewer Easement": That certain easement dated July 17, 1990 between PlainsBank of Illinois and the City of Des Plaines allowing for the installation, operation, maintenance of storm sewer improvements serving the City Parcels across a 15 foot wide portion of the property commonly known as 1382 Prairie Avenue, Des Plaines, Illinois. 3 #5649537703 Execution Version "Private Parcels": Those certain parcels of real estate described in Section 1.D of this Agreement. "Public Improvements": Those Improvements listed in Section 5.Athat will be dedicated to, and accepted by, the City. "Public Parklnrt License Agreement": That certain agreement between the City and the Developer granting the City perpetual accessto the Public Parking Spaces, as more fully described in Section 3.A of this Agreement. "Public Parkinq paces Those 79 parking spaces located in the Development's structured parking garage as depicted in the Final Development Plans and reserved for use by the general public pursuant to the Public Parking License Agreement. "Requirements of Law": All applicable federal, state and City laws, statutes, codes, ordinances, resolutions, rules, and regulations. "Residential Com onenf': The portion of the Development to be occupied for residential purposes, which will include approximately 212 dwelling units on five floors and shall have such amenities as are set forth in Section 4 of the Agreement. "Right -of -Way Im rovements": Those specific improvements to be constructed on or within the right-of-way owned by the City or the Illinois Department of Transportation that is adjacent to or in the vicinity of the Property, as specifically described in Section 5 of this Agreement. "Site Restoration": Site restoration and modification activities necessary to (i) restore the Private Parcels to a safe, secure, and properly graded, condition, and (ii) reconstruct a paved and striped public surface parking lot on the City Parcels. "Structure"; As set forth in the Zoning Code, a "Structure" is anything constructed or erected, the use of which requires permanent or temporary location on the ground or attachment to something having a permanent or temporary location on the ground. "Subdivision Regulations": Title 13 of the City Code. "Tentative Plat of Subdivision": That certain plat of subdivision for the Development Property, prepared by Spaceco Inc. consisting of two sheets, with a latest revision date of April 16, 201 S. "'Uncontrollable Circumstance": Any events and circumstances beyond the Developer's reasonable control that materially change the costs or ability of the Developer to carry out its obligations under this Agreement, including, without limitation, the following: a. a change in the Requirements of Law; b. insurrection, riot, civil disturbance, sabotage, terrorist acts or threats, act of public enemy, explosion, nuclear incident, war, or naval blockade; 4 #5649537703 Execution Version G. national or regional emergency, epidemic, hurricane, tornado, landslide, flood, earthquake, lightning, fire, explosion, windstorm, other extraordinary weather conditions preventing performance of work, or other similar act of God; d. govemmental condemnation ortaking of any portion of the Development Property; e. material shortages, shortages of power or transportation facilities, embargoes, blockades, strikes or labor disputes, other than those caused by the unlawful acts of the Developer, its partners, or affiliated entities; f, delays caused by environmental conditions discovered during the course of construction which require investigation, testing, reporting, remediation, special handling of spoils or other materials or other action; or g, delays caused by the breach of this Agreement or default under this Agreement by the City, Uncontrollable Circumstance does not include economic hardship or a failure of performance by a contractor (except as caused by events that are Uncontrollable Circumstances as to such contractor). "Zoning Cade": Title 12 of the City Code. 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" means 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 have the meanings set forth in the Zoning Code. SECTION 3. APPROVAL OF REDEVELOPMENT. A. Initial Approvals. 1. Purchase and Sale Agreement for City Parcels. Concurrent with the approval of this Agreement, the City shall adopt a resolution approving and authorizing the execution of the Purchase and Sale Agreement for the City Parcels. #5649537703 Execution Version 2. Public Parkinq license Agreement. Concurrent with the approval of this Agreement, the City shall adopt a resolution approving and authorizing the execution of the Public Parking License Agreement. 3. 'Variation from Off -Street Parking Requirements for Development. Immediately after the approval of this Agreement, the City shall adopt an ordinance granting a variation from the minimum off-street parking requirements of Section 12-9-7 of the Zoning Code to allow the Development to maintain a parking ratio of 1.56 parking spaces per residential dwelling unit; provided, however, that the effective date of such ordinance shall not occur unless and until the Developer has acquired title to the entire Development Property. B. Future Approvals. The Parties acknowledge and agree that the City has not approved the following documents that are required in connection with the construction of the Development: 1. The Final Plat of Subdivision; 2. The Final Engineering Plan; 3. Final Development Plans including: (a) Site plan; (b) Elevations; and (c) Floor plans (collectively, the "Final Development Plans") Developer may not commence any construction on the Development Property unless and until. Developer submits, no later than 1$9 days after the Effective Date, the foregoing documents to the City and obtains approval thereof by the Corporate Authorities, and all other agencies with reguiatory authority, all in accordance with the Zoning Code and the Subdivision Regulations. The deadline to submit applications for the foregoing approvals may be extended by the City Council by resolution duly adopted. The Developer acknowledges and agrees that the Corporate Authorities have no obligation to approve the Final Plat of Subdivision unless and until the Corporate Authorities determine, in their sole discretion, that the Final Plat of Subdivision is in substantial conformance with the Tentative Plat of Subdivision and the Developer secures (i) the approval of the Final Engineering Pian by the Director of Public Works and Engineering and (ii) the approval of the Final Development Plans by the Director of Community and Economic Development, C. Assurances of Financial Capacity. Prior to the issuance of a demolition permit for any existing structure on the Development Property, the Developer shall provide documentation to the City that it has obtained sufficient funding or otherwise has sufficient financial capacity, as determined in accordance with commercially reasonable standards, to construct the Development in accordance with the plans, requirements, and restrictions set forth in this Agreement. This documentation ("Financial Assurances") will be reviewed by the City's Department of Community and Economic Development to determine if it is complete and bona fide. In the event that the Developer's financing for the Development materially changes during the construction of the Development, the Developer shall inform the City in writing of the change and promptly (no later than 30 days) provide documentation that it has obtained replacement funding sufficient, as determined in accordance with commercially reasonable standards, to complete construction of the Development. 6 #5649537703 Execution Version SECTION 4. DEVELOPMENT, USE, OPERATION AND MAINTENANCE OF THE DEVELOPMENT PROPERTY. Notwithstanding any use or development right that may be applicable or available to the Development Property pursuant to the provisions of the City Code, the Zoning Code, or the Subdivision Regulations, the Development Property must be developed, used, operated, and maintained only pursuant to, and in accordance with, the terms and provisions of this agreement and its exhibits, including, without limitation, the following development conditions. A. Standard Conditions. The development, use, operation and maintenance of the Development Property must comply with all applicable City codes and ordinances, as the same have been or may be amended from time to time, except to the extent specifically provided otherwise in this Agreement or pursuant to other variances or approvals granted by the City. The development, use, operation and maintenance of the Development Property must comply with the Final Plat of Subdivision, the Final Engineering Flan, and the Final Development Plans, except for alterations and field changes due to final engineering and site work as may be approved by the Director of Community and Economic Development or the Director of Public Works and Engineering (for matters within their respective permitting authorities) in accordance with all applicable City standards. B. Oneration and Use. Operation of the Development Property must at all times be in strict conformance with the applicable provisions of the Zoning Code, the Requirements of Law, and the following specific requirements: 1. Residential Component: The Residential Component will include the following elements and amenities, except as may otherwise be depicted in the Final Development Plans andlor Final Engineering Plans: (a) 212 (two -hundred and twelve) rental apartment dwelling units above the first floor; (b) building -services area for indoor loading and trash pick-up; (c) an indoor bicycle storage room; (d) lobby, leasing office, cafe and lounge area on the first level; (e) an outdoor pool on the third level; (f) a fitness center, a club room and business center on the third level comprising of approximately 6,000 square feet; (g) a room dedicated as a dog spa on the third level with appropriate waste disposal facilities and appurtenant plumbing to ensure proper disposal of pet waste; (h) an outdoor area dedicated as a "dog run"; and (i) turf grass terraces on levels three through six and circulation openings for surrounding properties as indicated on the Final Development Plans. 7 #5649537703 Execution Version 2, The Commercial Comoonent: (a) The Commercial Component will include no less than 10,000 square feet of leasable space. (b) All leasable space on the first floor designated on the Final Development Plans for "Commercial" shall be reserved for uses permitted in Section C- 5 of the Zoning Code (or other subsequently applicable district) in perpetuity. Only uses permitted by the Zoning Code in the C-5 (or other subsequently applicable district) shall be permitted. Additionally, the uses listed below shall be prohibited in the Commercial Component of the Development:. (i) Assembly uses; (ii) Assisted living facility; (iii) Childcare center; (iv) Commercial parking garage; (v) Commercial parking lot; (vi) Congregate housing; (vii) Drive-through facility; (viii) Funeral home; (ix) Media broadcast station; (xii) Office uses, including medical, animal clinic, financial institutions and real estate uses exceeding 4,500 square feet in aggregate; (x) Public utilities; and (xi) Transitional treatment facility. (c) With respect to any space on the first floor that will have a restaurant use, Developer shall provide and designate exterior wall locations and/or vertical (thru-roof) mechanical shafts for use by kitchen exhausts serving 'Type 1' hoods. Such exhaust terminations shall comply with the City of Des Plaines adopted version of International Mechanical Code at the time of permit submittal. All portions of the Commercial Component will have potential physical access to the vertical ventilation system so them may be built out or improved for use as a restaurant. The operation and use requirements set forth in this Section 4.13 for the Residential Component and the Commercial Component shall be incorporated into, and recorded against, the Development Property as provisions of the AREA. C. Maintenance. During the Term, the Developer shall be responsible for the continuity, care, conservation, maintenance, and operation of, in a condition that is market standard for similar developments in the area, the Development Property, and all equipment, appurtenances and stormwater detention facilities located on or within the Development Property and the cost of power required for such equipment and appurtenances all in accordance with the OREA. During the Term, the Developer, from time to time, must regularly and systematically #56485377vi3 Execution Version perform the maintenance, repair, and replacement of any and all parts or portions of the Development Property necessary to permit the Development Property to function as designed. D. Parking. Developer must provide not less than 409 off-street parking spaces on the Development Property including (i) the 79 Public Parking Spaces subject to the Public Parking License Agreement and (ii) a minimum 330 off-street parking spaces for employees, visitors, overnight guests and residents of the Residential Component, which will include five (5) contiguous parking spaces for the exclusive use of the U.S. Post Office located at 684 Lee Street. Developer shall maintain or cause to be maintained garage keeper's legal liability insurance and non -owned hired automobile liability insurance in a combined single limit of $1,000,000 per accident and $3,000,000 annual aggregate. Such insurance will cover personal injury (including death) and property damage arising out of the ownership, maintenance or use of any private passenger or commercial vehicles and of any other equipment required to be licensed for road use. E. General Use and Development Restrictions. The development and use of, and the construction on, the Development Property, must, except for minor alterations due to final engineering and site work approved by the Director of Public Works and Engineering or the Director of Community and Economic Development, as appropriate, comply, and be in accordance, with the following: this Agreement; 2. the Final Plat of Subdivision; 3. the Final Engineering Plan; 4. the Final Development Plans; the Public Parking License Agreement; the OREA; 7. the Zoning Code in effect as of the Effective Date of this Agreement, except as modified by this Agreement; the Construction Regulations that are in effect as of the Effective Date of this Agreement; 9, the Subdivision Regulations in effect as of the Effective Date of this Agreement, except as modified by this Agreement; and 10. the Requirements of Law in effect as of the Effective Date of this Agreement. Subsequent to the completion of the construction of the Development and the termination of this Agreement, the Development and the Development Property shall be subject to the Requirements of Law, as the same may be amended from time to time. Unless otherwise provided in this Agreement either specifically or in context, in the event of a conflict between this Agreement and any of the plans or documents listed as or within items 1 through 10 of this Section 4.E., this Agreement will control. All of the plans and documents listed as items 1 through 10 of this Section 4.E. are to 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 either specifically or in context. 9 #5649537703 Execution Version SECTION 5. IMPROVEMENTS. A. Description of Improvements. In connection with its construction of the Development, the Developer shall, at its sole cost and expense, construct and install all of the Improvements on the Development Property depicted on the Final Engineering Plan, including, without limitation, the following: 1. All connections and other infrastructure necessary to connect the Development to existing public utilities, including, without limitation: a. Storm Water Facilities, including i. Underground detention vaults and appurtenant pumps, drains, restrictors, and other necessary equipment. ii. Connection through the Prairie Storm Sewer Easement to the 50" public storm sewer located in the Prairie Avenue public right of way. b. Sanitary sewer and services; C. Water main and services; d. Telecommunication facilities and services; e. Gas facilities and services; f. Electric facilities and services; 2. The Streetscape Improvements, as described in Section 5.D of this Agreement. 3. The Right -of -Way Improvements, as described in Section 5.E of this Agreement. 4. All street and common area lighting on the Property as depicted in the Final Development Plans. 5. All connections and other infrastructure necessary to maintain utility service for all privately owned parcels adjacent to the Development Parcel, 6. Relocation of Existing Public Utilities. The Parties recognize that the relocation of public utilities on the Development Property may require the abrogation, relocation, and rededication of existing easements. The City agrees to cooperate and provide all necessary consents and assignments to facilitate these relocations. B. Design and Construction of the Improvements. 1. General Standards. All Improvements must be designed and constructed pursuant to and in accordance with the Final Engineering Plan, the Final Development Plans, and the Construction Regulations, and in accordance with the City Code and the Subdivision Regulations. All work performed on the Improvements must be conducted in a good and 10 #5649537703 Execution Version workmanlike manner, with due dispatch, and within any deadlines provided pursuant to this Agreement. All materials used for construction of the Improvements must be new and of commercially reasonable quality. 2 Contract Terms; Prosecution of the Work. Developer must include in every contract for work on the Improvements terms requiring the contractor to prosecute the work diligently and continuously, in full compliance with, and as required by or pursuant to, this Agreement, the Final Development Plans, and the Requirements of Law, until the work is properly completed, and providing that Developer may take over and prosecute the work if the contractor fails to do so in a timely and proper manner. 3. Engineering Services. Developer must provide, at its sole cost and expense, all engineering services for the design and construction of the Improvements, by a professional engineer responsible for overseeing the construction of the Improvements. Developer must promptly provide the City with the name of a local Developer's representative and a telephone number or numbers at which the Developer's representative can be reached at all reasonable times. 4. City Inspections and Approvals. All work on the Improvements is subject to inspection and approval by City representatives at all times, subject to the City providing adequate notice and complying with all safety standards and measures required by Developer's contractor and insurance carriers. 5. Other Approvals. Where the construction and installation of any Improvement requires the consent, permission, or approval of any public agency other than the City, Developer must 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 consent, permission, or approval. C. Installation and Connection of Utilities 1. All telecommunications and electrical service lines and connections shall be constructed, installed, and maintained underground within dedicated easement areas either depicted on the Final Plat of Subdivision or separately recorded instruments. 2. No utilities located on the Development Property may be connected to the sewer and water utilities belonging to the City except in accordance with the applicable provisions of the City Code and upon payment of the connection fees required pursuant to this Agreement. 3. The City will coordinate and cooperate with the Developer to take such actions are necessary to assign and have rededicated the Prairie Storm Sewer Easement to the Developer to allow for the installation, reconstruction, expansion, operation, and maintenance of underground storm sewer lines connecting to the 60" public storm sewer located in the Prairie Avenue public right of way, in form reasonably acceptable to the Developer. D. Streetscape Improvements. The Developer will construct streetscape improvements bordering the Development Property including, without limitation, the installation of new granite or brick pavers, conventional sidewalks between the pavers to the curb, new curbs, and gutters, irrigation systems, underdrains, and new parkway trees, as well as sidewalk lighting 11 #5649537703 Execution Version ("Streetscape Improvements"). In the event that the construction of the Development results in damage, removal, or unanticipated wear on existing Streetscape Improvements previously installed by the City, the Developer will reconstruct those Streetscape Improvements on an as needed basis. 1. The Developer will construct, or reconstruct as may be necessary, the Streetscape Improvements for the full extent of (i) the southern side of Ellinwood Street between Lee Street and Graceland Avenue; (ii) the eastern side of Graceland Avenue between Ellinwood Street and Prairie Avenue; and (iii) the western side Lee Street from Ellinwood Street to Prairie Avenue. 2. The Streetscape Improvements will be constructed in accordance with plans and specifications provided by the City and conducted in full compliance with the Prevailing Wage Act (820 ILCS 130/1 et seq.). 3_ The City will reimburse the Developer for the cost of constructing those portions of the Streetscape Improvements on Graceland that do not directly front on the Development Property. The City's financial obligation for the Streetscape Improvements on Graceland will be calculated as a fraction of the linear footage of frontage on Graceland Avenue not owned by the Developer. The Developer shall be responsible for all other costs associated with the Streetscape Improvements, including reconstructing any damaged Streetscape Improvements previously installed by the City in front of private properties not owned by the Developer along Lee Street and Ellinwood Street. 4, The cost of constructing and maintaining the Streetscape Improvements will be included in the Performance Security described in Section 10. E. Right -of -Way Improvements. 1. Grant of License. Subject to the terms and conditions set forth in this Agreement, the City hereby grants to the Developer, and the Developer hereby accepts, a non- exclusive revocable (solely in accordance with the terms of this Agreement) license, for the benefit of the Development Property, for the completion, at the sole cost and expense of the Developer, of the following improvements within City -owned rights-of-way and, as necessary, within adjacent City -owned properties, including specifically those public parking spaces located directly to the north of the Development Property on Ellinwood (collectively, the "Licensed Premises", all as will be depicted on the Final Engineering Plan, and pursuant to and in substantial accordance with the terms and provisions of Sections 5.D & 5.E and the other provisions of this Agreement ("License'): a. Public Storm Sewer. The construction and installation of the public storm sewer system as described in Section 5.A of this Agreement. b. Resurfacing and Striping of Reads grid'ublic Parking Spaces. After the construction of any required public utilities, as provided in the Final Engineering Plan, in the rights of way adjacent to the Development Property, the Developer shall, at a minimum, be responsible for resurfacing the one (1) traffic lane directly abutting the Development Property on Ellinwood Street, Lee Street, and Graceland Avenue or the full extent of the Development Property's frontage. C. Constructing eight new on -street parking spaces along the south 12 #5649537703 Execution Version curb line on Ellinwood Street in full compliance with the City's standards. d. Relocation and installation of new fire hydrants in full compliance with City's and (DOT's standards. e. installation of a 10" diameter ductile iron replacement water main along Ellinwood Street from Graceland Avenue to the existing valve located in the Lee Street right-of-way. 2. Limitation of Interest. Except for the License granted pursuant to this Section 5A the Developer does not and will not have any legal, beneficial, or equitable interest, whether by adverse possession or prescription or otherwise, in any portion of the Licensed Premises, or the Lee Street, Graceland Avenue and Ellinwood Streets rights-of-way, or any other City -owned property or right-of-way. Specifically, and without limitation of the foregoing, the Developer acknowledges and agrees that nothing in this Agreement is to be interpreted to provide a license to the Developer to alter any City -owned right-of-way in any way other than for the installation of the improvements identified in this Section S.E. 3. Construction of the Right -of -Way Improvements. The Developer must construct the Right -of -Way Improvements in accordance with and pursuant to the Final Engineering Plan, and this Agreement, in a good and workmanlike manner, all at the sole expense of the Developer and subject to inspection and approval by the City. Specifically, and without limitation of the foregoing, during the period of installation, the Developer must: (a) construct all Right -of -Way Improvements in specific locations and of specific designs approved in advance by the Director of Public Works and Engineering, and (b) maintain the Licensed Premises and all streets, sidewalks, and other public property in and adjacent to the Licensed Premises in a safe, good and clean condition without hazard to public use at all times, and in accordance with the standards set forth in Section 6.1 of this Agreement. 4. Reservation of Rights. The City hereby reserves the right to use the Licensed Premises in any manner that will not prevent, impede, or interfere in any way with the exercise by Developer of the rights granted pursuant to this Section S.E. The City will have the right to grant other non-exclusive licenses or easements, including, without limitation, licenses or easements for utility purposes, over, along, upon, or across the Licensed Premises, provided that such licenses and easements do not prevent, impede, or interfere in any way with the exercise by Developer of the rights granted pursuant to this Section S.E. The City further reserves its right of full and normal access to the Licensed Premises for the maintenance of any existing or future utility located thereon. 5. Liens. Developer hereby represents and warrants that it will take commercially reasonable action required to keep all portions of the Licensed Premises right-of- way free and clear of all liens, claims, and demands, including without limitation mechanic's liens, in connection with any work performed by the Licensee or its agents. 6. Term of License. The License granted pursuant to this Section 5.E will expire upon the acceptance by the City of all Right -of -Way Improvements pursuant to Section 6.F of this Agreement. F. Completion of the improvements. The City has the right, but not the obligation, to refuse to issue a final certificate of occupancy for any building or Structure located on the 13 #5649537703 Execution Version Development Property until the Improvements are completed by Developer and approved by the City. The foregoing does not preclude the City's issuance of conditional certificates of occupancy pursuant to Section 6.E of this Agreement and the applicable provisions of the City Code. The issuance of any building permit or certificate of occupancy by the City at any time prior to completion of all of the Improvements by Developer and approval of the Improvements by the City will not confer on Developer any right or entitlement to any other building permit or certificate of occupancy. G. Dedication and Maintenance of Improvements. 1. Final Inspection and Approval of the Improvements. Developer must notify the City when it believes that the Improvements have been fully and properly completed and must request final inspection and approval of the Improvement or Improvements by the City. The notice and request must be given at least one (1) week 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 Developer time to make all required repairs and corrections prior to the scheduled completion date (as may be established pursuant to this Agreement or in the permits issued by the City for construction of the Improvements); provided that the City shall not include any items on the punch list that are not required to be included in the Development under the Final Engineering Plan. Developer must promptly make all necessary repairs and corrections as specified on the punch list, The City is not required to approve any portion of the Improvements until: (a) all of the Improvements as may be required pursuant to Section 5.A of this Agreement, including all punch list items, have been fully completed in accordance with the Final Engineering Plan; and (b) the City's Director of Public Works and Engineering has determined that the specific Improvement has been constructed to completion, in accordance with the Final Engineering Plans and the Requirements of Law. 2. Dedication and Acceptance of Public Improvements. Neither the execution of this Agreement nor the approval or recordation of the Final Plat of Subdivision constitutes acceptance by the City of any improvements that are depicted as "dedicated" on the Final Plat of Subdivision or on the Final Engineering Pian, if any. The acceptance of ownership of, and responsibility for, a specific approved Improvement as a Public Improvement will be made only by the Corporate Authorities, and only in compliance with the requirements of the Subdivision Regulations. The following Improvements are anticipated to become Public Improvement upon approval and acceptance of the Improvements by the City: a. Any stormwater facilities located in the public right-of-way; b. Any sanitary sewer facilities located in the public right-of-way; 0. Any water mains located in the public right-of-way; d. Any sidewalks to be reconstructed on Ellinwood Street, Graceland Avenue and Lee Street; e. Any resurfacing of Ellinwood Street, Graceland Avenue, and Lee Street required to repair utility cuts necessary to install other improvements; and f. The eight new on street parking spaces along the south curb line on Ellinwood Street. 14 #5649537703 Execution Version 3. Transfer of Ownership of the Public Improvements and Easements. a. To the City. Upon the approval of, and prior to acceptance of, the Public Improvements to be accepted by the City pursuantto Section 5.G of this Agreement, the City will either (i) issue a certificate of completion and acceptance of such Public Improvements to the Developer or (ii) adopt a resolution formally approving and accepting ownership of the Public Improvements, and the Developer must execute, or cause to be executed, all documents as the City may reasonably request to transfer ownership of the Public Improvements to, and to evidence ownership of the Public Improvements by, the City, free and clear of all liens, claims, encumbrances, and restrictions, unless otherwise approved by the City in writing. . b. To IDOT. The Illinois Department of Transportation maintains jurisdiction over both the Graceland Avenue and Lee Street public roads and associated rights-of-way. In the event that the Developer is required to conduct work to restore or improve any right-of-way under IDOT's jurisdiction, the Developer must execute, or cause to be executed, all documents as IDOT may request to transfer ownership of, or to provide easements in, the Public Improvements to, and to evidence ownership of the Public Improvements by, IDOT, free and clear of all liens, claims, encumbrances, and restrictions, unless otherwise approved by IDOT in writing. 4. Maintenance of Public Improvements. For a period of at least 18 months following acceptance by the City of the Public Improvements, Developer must, at its sole cost and expense, maintain the Public Improvements without any modification, except as specifically approved in writing by the Director of Public Works and Engineering, in compliance with the City Code at all times. Developer hereby guarantees, on its behalf and on behalf of its successors, the prompt and satisfactory correction of all defects and deficiencies in any of the Public Improvements that occur or become evident within 13 months after acceptance of the Public Improvement by the City pursuant to this Agreement. In the event the Director of Public Works and Engineering determines, in his/her reasonable discretion, that Developer is not adequately maintaining, or has not adequately maintained, any Public Improvement, Developer must, after 30 days' prior written notice from the City (subject to Uncontrollable Circumstances), correct it or cause it to be corrected. If Developer fails to correct the defect, commence the correction of the defect, or diligently pursue correction of the defect to completion, the City, after 30 days' prior written notice to Developer, may, but will not be obligated to, enter upon any or all of the Development Property for the purpose of performing maintenance work on and to such Public Improvement. In the event that the City causes to be performed any work pursuant to this Section 5.G.4, Developer must, upon demand by the City, pay the costs of the work to the City. If Developer fails to pay the costs, the City will have the right to draw from the Maintenance Warranty required pursuant to Section 11.6 of this Agreement, based on costs actually incurred or on the City's reasonable estimates of costs to be incurred, an amount of money sufficient to defray the entire cost of the work, including legal fees and administrative expenses. 15 #5649537703 Execution Version SECTION 6. DEMOLITION AND CONSTRUCTION. A. Single Phase of Development: The construction of the Improvements and the Development shall take place in one continuous phase, provided that demolition of the existing improvements may occur in stages. B. Construction Schedule; Diligent Pursuit of Construction. 1. The Developer shall, concurrent with its submission of the Final Engineering Plan, submit to the City for review and approval a construction schedule for the Development, which may include certain contingencies that may extend time frames if certain conditions arise or occur, and shall include specifically the following milestones, all of which shall be subject to timely action by the City in responding to any requests for approvals submitted by the Developer; provided that thereafter Developer may modify the construction schedule from time to time subject to approval by the City, which shall not be unreasonably withheld, conditioned or delayed: a. date by which the entire Development Property will be cleared of all buildings, structures and other improvements in preparation for construction; b. date by which the 79 Public Parking Spaces will be completed and available for use by the public; c. date by which the Developer will submit an application for a building permit for the Development; provided that date may be no more than 90 days after recording the Final Plat of Subdivision; d. date by which all streetscape and Public Improvements will be installed ; provided that this date may be no more than 90 days after obtaining Certificate of Occupancy for any portion of the Development, weather permitting; and e. Date by which the Developer must submit a written request to have the City and IDOT accept all Public Improvements; provided that this date may be no more than 180 days after obtaining a Certificate of Occupancy for any portion of the Development. ("Construction Schedule") 2. The Developer must pursue, or cause to be pursued, all required development, demolition, construction, and installation of structures, buildings, and Improvements on the Development Property and adjacent rights-of-way in a diligent and expeditious manner, and in strict compliance with the Construction Schedule, the City Code, and the Requirements of Law. 3. The Developer shall complete and make ready the Improvements for inspection, approval and, where appropriate, acceptance by the City pursuant to the Construction Schedule approved by the Director of Public Works and Engineering as part of the Final Engineering Plan. The Developer shall be allowed extensions of time beyond the completion 16 #5649537703 Execution Version dates set forth in such construction schedule only for unavoidable delay caused by Uncontrollable Circumstances or as may be approved by the City Manager, which approval shall not be unreasonably withheld, conditioned or delayed. 4. Failure to Comply with Construction Schedule. In the event that the Developer fails to adhere to the Construction Schedule, the Developer may propose an amendment to the Construction Schedule and/or a plan to correct said failure to adhere for approval by the City, which approval shall not be unreasonably withheld, conditioned or delayed. If thereafter the Developer fails to adhere to the modified Construction Schedule, upon 30 days prior written notice to the Developer, if said failure to adhere is not cured within said 30 days, the City may declare the Developer in default unless the delay is due to Uncontrollable Circumstances. C, Construction Traffic. 1. Construction and Traffic Management Pian. Developer must prepare and submit concurrently with its submission of the Final Engineering Plan, for review and approval by the City's Director of Public Works and Engineering, a Construction and Traffic Management Plan ("CTM Plan") for the development of the Development Property. The CTM Plan will govern (i) the location, storage, and traffic routes for construction equipment and construction vehicles, and (ii) the location of alternative off-street parking during the construction. The City has no obligation to issue a building permit for any structure or Improvement, and no construction may be commenced with respect to the structure or Improvement, unless and until the City's Director of Public Works and Engineering has approved, in writing, the CTM Plan. The City agrees to cause the CTM Plan to be reviewed by the City's Director of Public Works and Engineering and approval or rejection of the CTM Plan shall be given by the City to the Developer within 14 days after submission, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing in this Agreement is to be deemed or interpreted to require approval of the CTM Plan, The CTM Plan must include, without limitation, the following: The schedule and traffic routes for construction traffic accessing the Development Property; The designation of machinery and construction material storage areas on the Development Property; Provisions for the screening of construction areas within the Development Property; iv. The hours of operation and schedule for construction on the Development Property; V. The location of areas on the Development Property for the parking of construction vehicles and vehicles operated by construction employees; vi. The location of alternative off-street parking to replace any parking temporarily lost due to construction; vii. The location of temporary and durable off-street parking on the Development Property for construction employees; and 17 #5649537703 Execution Version viii. The location of sidewalk barricades and handicap accessible detour routes for pedestrians. 2. Designated Routes of Access. The City reserves the right to designate certain prescribed routes of access to the Development Property for construction traffic to provide for the protection of pedestrians and to minimize disruption of traffic and damage to paved street surfaces, to the extent practicable; provided, however, that the designated routes must not: (a) be unreasonably or unduly circuitous; nor (b) unreasonably or unduly hinder or obstruct direct and efficient access to the Development Property for construction traffic. 3. Maintenance of Routes of Access. At all times during the construction of the structures and Improvements, Developer must: (a) keep all routes used for construction traffic free and clear of mud, dirt, debris, obstructions, and hazards caused by Developer or any of its contractors or material suppliers; and (b) repair any damage caused by construction traffic. D. Parking, Storm Water Management, and Erasion Control Luring Construction. During construction of any of the structures or Improvements on the Development Property, Developer must: 1. Obtain all agency permits ([EPA, MWRD, NPDES, Cook County, and IDOT) required for the construction of the development. 2. Install temporary and durable surface off-street parking on the Development Property for the parking of construction employee vehicles, as necessary, which off-street parking must comply with the standards set forth in the Construction Regulations; 3. Install and implement such measures as provided in the Final Engineering Plan necessary to temporarily divert or control any heavy accumulation of storm water away from or through the Development Property, which method of diversion must include early installation of storm drains to collect water and convey it to a safe discharge point; and 4. Install erosion control devices as necessary to prevent silt, dirt and other materials from leaving the site and traveling onto other properties. All installations made pursuant to this Section TD must be maintained by Developer until construction of the Proposed Development is complete. E. Staning and Storage on Public Property. In the event that the Developer determines a need to stage equipment or store materials on any public property, including rights of way controlled by the City or IDOT, it shall enter into such temporary construction easements as may be required by the governmental body with jurisdiction over the affected area subject to the terms and conditions required by the governmental body and the City must enter into such temporary construction easement agreements with the Developer as the Developer may reasonably request; provided, however, that the City shall not be required to grant any easement that would substantially impede the use of public rights-of-way by the general public. 18 #5649537703 Execution Version F. issuance of Certificates of Occupancy. In addition to every other remedy permitted by law for the enforcement of this Agreement, the City has the right to withhold the issuance of any certificate of occupancy for the Development Property at any time when Developer has failed or refused to meet any of its obligations under, or is in violation of, or is not in compliance with, the terms of this Agreement in any material respect.. G. Completion of Construction. 1. Removal of Partially Constructed Structures and Improvements. Subject to Uncontrollable Circumstances, if Developer fails to diligently pursue all demolition and construction as required in, or permitted by, Sections 5 and 6 of this Agreement to completion within the time period prescribed in the building permit or permits issued by the City for such demolition and construction, as the case may be, 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, Developer must, within 60 days after notice from the City: (a) remove any partially constructed or partially completed buildings, structures, or Improvements from the Development Property; and (b) perform Site Restoration on that portion of the Development Property in which Developer has failed to complete all such demolition and construction, all in accordance with plans approved by the City. 2. Removal and Restoration by City. In the event Developer fails or refuses to remove any partially completed buildings, structures, and Improvements, or to perform the Site Restoration, as required pursuant to Section 6.G.1 of this Agreement, the City will have, and is hereby granted the right, at its option, to: (a) demolish and/or remove any of the partially completed buildings, structures, and Improvements from any and all portions of the Development Property; (b) perform the Site Restoration including, specifically, the reconstruction of a paved and striped public parking lot on the City Parcels; and/or (c) cause the buildings, structures, or Improvements to be completed in accordance with the plans submitted. Developer must fully reimburse the City for all costs and expenses, including legal and administrative costs, incurred by the City for such work. If Developer does not so fully reimburse the City, the City will have the right to draw from the Performance Security and the Maintenance Warranty, as described in and provided pursuant to Section 10 of this Agreement, an amount of money sufficient to defray the entire cost of the work, including legal fees and administrative expenses. If Developer does not so fully reimburse the City, and the Performance Security and Maintenance Warranty have no funds remaining in them or are otherwise unavailable to finance such work, then the City will have the right to place a lien on the Development Property for all such costs and expenses in the manner provided by law. The rights and remedies provided in this Section 6.G.2 are in addition to, and not in limitation of, any other rights and remedies otherwise available to the City in this Agreement, at law, and/or in equity. H. As -Built Planes. After completion of construction of the Development, Developer must submit to the Director of Community and Economic Development final construction and submittal "as -built" plans (not field measured): (1) related to drainage, grading, storm sewer, sanitary sewer and water mains, and associated structures; and (2) for other final construction documents (in paper and, for Improvements, electronic format) as required by the City Code and approved by the Director of Public Works and Engineering and the City Director of Community and Economic Development, which approval shall not be unreasonably withheld, conditioned or delayed. The as -built plans must indicate, without limitation, the amount, in square feet, of impervious surface area on the Development Property. 19 #5649537703 Execution Version I. Damage to Public Property. Developer must maintain the Development Property in a good and clean condition at all times during the development of the Development Property and construction of the Improvements. Further, Developer must: (1) promptly clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property in or adjacent to the Development Property by Developer or any agent of or contractor hired by, or on behalf of, Developer; and (2) repair any damage that may be caused by the activities of Developer or any agent of or contractor hired by, or on behalf of, Developer. SECTION 7. OPERATION AND RECIPROCAL EASEMENT AGREEMENT. The Operation and Reciprocal Easement Agreement (OREA) in a form and substance acceptable to the City's General Counsel, shall be recorded against the Development Property as pre -condition of the City's issuance of a certificate of occupancy for any portion of the Development. The OREA shall, without limitation, codify the following provisions, conditions and restrictions of this Agreement: A. Operation of the Residential Component. All of the operational requirements for the Residential Component set forth in Section 4.13.1 of this Agreement except as those may be modified with the written consent of the City Manager and the Director of Community and Economic Development prior to the recordation of the OREA against the Development Property. B. Q eration of the Commercial Component. All of the operational requirements and restrictions for the Commercial Component set forth in in Section 4.8.2 of this Agreement except as those may be modified with the written consent of the City Manager and the Director of Community and Economic Development prior to the recordation of the OREA against the Development Property. C. Creation of Easements. 1. Utility and enforcement easements shall be granted to the City and other governmental bodies and utility services over, on, and across the Development Property as depicted on the Final Plat of Subdivision for the purposes of enforcing applicable laws, snaking repairs, installing and servicing utilities, and providing public and emergency services, 2. The easements for storm water drainage and detention shall remain unobstructed and the access to any stormwater detention vaults shall not be blocked by a fence, landscaping, or any other structure or planting, of any kind or nature, erected Within said easement unless depicted in the Final Development Plans, the Final Engineering Plan or approved in writing by the Director of Public Works and Engineering. D. Maintenance of Stormwate3r Detention Facilities. The OREA will include a detailed maintenance schedule for the stormwater detention vaults, and all appurtenant pumps and equipment on the Development Property, that complies with the manufacturer's recommended maintenance schedule. The OREA shall provide that in the event that the Developer fails to comply with the maintenance schedule, the City shall have the right to enter onto the Development Property, perform the required maintenance, and assess the Developer for the costs incurred. The OREA shall provide that in the event that the Developer refuses to promptly reimburse the City for costs incurred in performing such maintenance, the City will have the right to lien the Development Property for the costs incurred in maintaining the stormwater detention vaults. 20 #5649537703 Execution Version E. General Provisions. 1. The City shall have the right to enforce the OREA. Z The City shall have the right, but not the obligation, after thirty (30) days' written notice to the Developer or successor owner of the Development Property, to perform any maintenance or repair work which the Developer has neglected to perform in a commercially reasonable manner on any private improvements and to assess the Developer for the costs of such work and to file a lien against the Development Property. 3. The OREA shall run with and bind the Development Property, and all portions thereof, and shall be binding on the Developer, and its successors in interest, to all portions of the Development Property. F. Amendments to the OREA. In the event that the Developer or its successors in interest desire to amend the OREA subsequent to its recordation against the Development Property, they may do so after providing advanced written notice to the City Manager and the Director of Community and Economic Development. However, any provision of the OREA that materially affects either the City's interest in the Development Property, or the operational requirements or restrictions set forth in Sections 7.A and 7.13 of this Agreement shall not be adopted and incorporated into the OREA without the prior written consent of the City Manager, whose approval shall not be unreasonably withheld. SECTION 8. PARK DISTRICT FEES IN LIEU OF LAND CONTRIBUTION. Developer hereby agrees to fully comply with, and cause to be paid, the fees in lieu of land contributions calculated pursuant to Chapter 4 of the Subdivision Regulations (collectively, `Impact Fees'I in the amounts set forth on the Comprehensive Fee Schedule attached hereto as Exhibit B. The Developer acknowledges that the payment of development Impact Fees are reasonable and Developer hereby holds harmless and releases the City, the Des Plaines Park District or the Mt. Prospect Park District (collectively, the "Districts"} from any claim or other action Developer may have against either or both the City orthe Districts as a result of the required payment of the Impact Fees. SECTION 9. PAYMENT OF CITY FEES AND COSTS. A. Comprehensive Fee Schedule. In addition to the Impact Fees, the Developer shall pay to the City the fees and charges set forth in the Comprehensive Fee Schedule in the amounts set forth thereon. No other fees, charges, contributions or dedications shall be required to be paid or made by Developer to the City in connection with the construction and permitting of the Development except as set forth in this Section 9. The limitations set forth in this Section 9 does not apply to improvements made by tenants of the Commercial Component. B. Necotiation and Review Costs. In addition to all other costs, payments, fees, charges, contributions, or dedications required by this Agreement or by the Requirements of Law, Developer must pay to the City, contemporaneous with the execution of this Agreement by the City Manager, all third -party legal, engineering, and other consulting or administrative fees, costs, 21 #5649537703 Execution Version and expenses incurred or accrued in connection with; (1) the development of the Development Property, including, without limitation, the review and processing of plans therefor; and (2) the negotiation, preparation, consideration, and review of the Real Estate Purchase and Sale Agreement, the Public Parking License Agreement, as well as the resolutions and ordinances approving the Development Relief, the Public Parking License Agreement, the AREA, or this Agreement. The City will provide Developer with invoices for all fees and costs requiring reimbursement. Payment of all fees, costs, and expenses must be made by certified or cashier's check. Developer acknowledges and agrees that it will continue to be liable for and to pay, promptly after presentation of a written demand or demands for payment, such third -party fees, costs, and expenses incurred in connection with any applications, documents, proposals, or requests for interpretations or amendments of this Agreement, whether formal or informal, of whatever kind, submitted by Developer during the term of this Agreement in connection with the use and development of the Development Property. Further, Developer acknowledges and agrees that it is liable for and will pay after demand all fees, costs, and expenses incurred by the City for publications and recordings required in connection with the above matters_ SECTION 10. 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 as described in Section 5.A.1 of this Agreement 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 Property performance and payment security for all Improvements that will be accepted by or dedicated to the City ("Performance Securit}f') 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 C to this Agreement and satisfactory to the City's General Counsel. The Performance Security 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 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, 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 Performance Security which are necessary to remedy such failure or refusal. The City thereafter shall have the right, subject to 30 days' written 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. 22 #5649537703 Execution Version C. Maintenance Warranty for Public Improvements. Following the City's release of any percentage of the Performance Security for any Public Improvement, Developer must substitute for the released percentage of the Performance Security a maintenance warranty in the form of a letter of credit ("Maintenance Warranty'), which is equal to 10 percent of one hundred twenty five percent (125%) of the approved Director of Public Works and Engineering's estimate of costs for the Improvements to be dedicated to the City. Developer must deposit the Maintenance Warranty with the City. The Maintenance Warranty shall remain with the city until eighteen (18) months after all Improvements to be accepted by the City are completed and certified by the Director of Public Works and Engineering as completed in strict accordance with the description, plans and specifications submitted by the Developer and approved by the Director of Public Works and Engineering and accepted by the City Council. ("Maintenance Warranty Term'j. The City will return to Developer the Maintenance Warranty upon the end of the Maintenance Warranty Term, minus any portion of the Maintenance Warranty utilized by the City in accordance with this Section 10.C. D. Lot Restoration Deposit. 1. Initial Posting. In addition to the Performance Security required by Section 10.A, the Developer will be required to deposit an additional $550,000 as a separate guarantee for completion of the Developer's Site Restoration obligations ("Lot Restoration Deposit'), specifically with regard to the restoration of a publicly available parking lot on the Development Property. The Lot Restoration Deposit shall be made by Letter of Credit in form and substance substantially conforming in all material respects with Exhibit D to this Agreement and satisfactory to the City's General Counsel. 2. Draws by City. If the Developer fails or refuses to perform Site Restoration including, specifically, the reconstruction of a paved and striped public parking lot on the City Parcels, the City shall have the right to draw from the Lot Restoration Deposit to reimburse itself for actual costs incurred in performing the Site Restoration. 2. Return of Deposit to Developer. Once the Developer has completed pouring the concrete for the first floor of the Development's structured parking the City will release 50% of the Lot Restoration Deposit to the Developer. Once the Developer has completed construction of the 'Public Parking Spaces on the first floor of the Development's structured parking to the extent that the Public Parking Spaces may be used for their intended purpose(with the exception of striping) the City will release 45% of the Lot Restoration Deposit to the Developer. The City shall release this portion of the Lot Restoration Deposit even if the Public Parking Spaces will continue to be used by the Developer for the staging and storage of construction materials and equipment and the public does not have access to the Public Parking Spaces. The City will retain the final 5% of the Lot Restoration Deposit until such time as (a) all of the Public Parking Spaces have been striped; and (b) the first floor garage has been made open and accessible to the public to use the Public Parking Spaces. When both of these conditions have been satisfied, the City will release the remainder of the Lot Restoration Deposit to the Developer. 23 #5649537703 Execution Version SECTION 11. LIABILITY AND INDEMNITY OF CITY. A. City Review. Developer acknowledges and agrees that the City is not, and will 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 Property or the Improvements, or the issuance of any approvals, permits, certificates, or acceptances, for the development or use of the Property or the Improvements, and that the City's review and approval of any such plans and the Improvements and issuance of any such approvals, permits, certificates, or acceptances does not, and will not, in any way, be deemed to insure Developer or any of its successors, assigns, tenants and licensees, or any third party, against damage or injury of any kind at any time. B. City Procedure. Developer acknowledges and agrees that all notices, meetings, and hearings have been properly given and held by the City with respect to this Agreement, and Developer agrees not to challenge such approvals on the grounds of any procedural infirmity or of any denial of any procedural right. C. Indemnity. Developer, only as to its own acts or omissions, agrees to, and does hereby, hold harmless and indemnify the City and ail City elected or appointed officials, officers, employees, agents, representatives, engineers, and attorneys, from any and all claims that may be asserted at any time against any of those parties in connection with: (i) the City's review and approval of any plans for the Property or the Improvements; (ii) the issuance of any approval, permit, certificate, or acceptance for the Property or the Improvements; and (iii) the development, construction, maintenance, or use of any portion of the Property or the Improvements ("Indemnified Claims'; provided, however, that this indemnity does not, and will not, apply to willful misconduct or gross negligence on the part of the City. D. Defense Expense. Developer, only as to its own acts or omissions, must, 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 Indemnified Claims. SECTION 12. NATURE, SURVIVAL AND TRANSFER OF OBLIGATIONS. A. Binding Effect, All obligations assumed by Developer under this Agreement are and will be binding upon Developer personally, upon any and all of its successors and assigns. B. Successors and Transferees. To assure that all grantees, successors, assigns, and transferees of Developer and all successor Developers of all or any portion of the Development Property have notice of this Agreement and the obligations created by it, Developer must: 1. Authorize the City to record this Agreement in the office of the Cook County Recorder of Deeds immediately upon the Developer's acquisition of the Development Property; 2. At any time prior to the expiration of the Term, notify the City in writing at least 30 days prior to any date on which Developer transfers (as that term is defined in Section 24 #5649537703 Execution Version 12.0 of this Agreement) a legal or beneficial interest in any portion of the Development Property to a thirst party; 3. Incorporate this Agreement by reference into any and all real estate sales contracts for transfers, as that term is defined in Section 12.0 of this Agreement, entered into prior to the expiration of the Term for the sale of all or any portion of the Development Property; and 4. Except as provided in Section 12.0 of this Agreement, require, prior to the transfer of all or any portion of the Development Property, or any legal or equitable interest therein, to any third party prior to the expiration of the Term, the transferee of said portion or interest in the Development Property to execute an enforceable written agreement, in substantially the form of Exhibit E to this Agreement, agreeing to to 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 the transferee to meet those obligations as the City may require. The City agrees that upon a successor becoming bound to the obligation created in the manner provided in this Agreement and providing the Financial Assurances required pursuant to this Agreement, the liability of Developer will be released to the extent of the transferee's assumption of the liability. The failure of Developer to provide the City with a copy of a Transferee Assumption Agreement fully executed by the transferee and, if requested by the City, with the transferee's proposed assurances of financial capability before completing any transfer prior to the expiration of the Term, will result in Developer remaining fully liable for all of its obligations under this Agreement but will not relieve the transferee of its liability for all such obligations a$ a successor to Developer. C. Transfer Defined. For purposes of this Agreement, the term "transfer" includes, without limitation, any assignment, sale, transfer to a receiver or to a trustee in bankruptcy, transfer in trust, or tither disposition of the Development Property, or any beneficial interest in a land trust which owns legal title to the Development Property, in whole or in part, by voluntary or involuntary sale, foreclosure, merger, sale and leaseback, consolidation, or otherwise. D. Mortgagees of Prope_rty. This Agreement is and will be binding on all mortgagees of the Development Property or other secured parties automatically upon such mortgagee assuming title to the Development Property, in whole or in part, by a foreclosure or a deed in lieu of foreclosure without the necessity of entering into a Transferee Assumption Agreement. until such time, however, a mortgagee or other secured party will have no personal liability hereunder. SECTION 13. TERM. The provisions of this Agreement shall run with and bind the Property, and shall inure to the benefit of, and be enforceable by, the Developer, the City, and any of their respective legal representatives, grantees, successors, and assigns, from the date this Agreement is recorded and until the Improvements are approved by the City and the Improvements, as required by this Agreement and the Subdivision Code, are accepted by the City (the "Term"), provided that the Developer's obligations with respect to the Maintenance Warranty shall survive for the Maintenance Warranty Tema. Following such approval and acceptance, the City agrees, upon written request of the Developer, to execute appropriate and recordable evidence of the termination of the Terra of this Agreement. Notwithstanding anything to the contrary in this Section 13, the Developer's indemnity and defense obligations as set forth in Section 11 of this Agreement 25 #5549537703 Execution Version shall survive the termination of this Agreement for a period of eighteen 18 months after the expiration of the Term. SECTION 14. WARRANTIES AND REPRESENTATIONS. A. By the City. The City represents, warrants and agrees as the basis for the undertakings on its part contained in this Agreement that: 1. 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; 2. 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) do 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; and 3. To the best of the City's knowledge, there are no proceedings pending or threatened against or affecting the City or the Property 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. B. By Developer. Developer, and the person executing this Agreement on behalf of Developer, represent, warrant, and covenant, as of the Effective Date of this Agreement, that: 1. Developer is an Illinois limited liability company duly organized, validly existing, and qualified to do business in Illinois; 2. Developer has the right, power, and authority to enter into, execute, deliver and perform this Agreement, and Developer is in compliance with all Requirements of Law, the failure to comply with which could affect the ability of Developer to perform its obligations under this Agreement; 3. The execution, delivery and performance by Developer of this Agreement has been duly authorized by all necessary limited liability company action, and does not and will not violate its 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 Developer is now a party or by which Developer is now or may become bound; 4. There are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened, or affecting Developer which would impair its ability to perform under this Agreement; 5. Developer will apply for and will maintain all government permits, certificates, and consents (including, without limitation, appropriate environmental approvals) 26 #5649537703 Execution Version necessary to conduct its business and to construct and complete its obligations as required by this Agreement; and 6. Developer has sufficient financial and economic resources to implement and complete its obligations under this Agreement and will provide the City with Financial Assurances that are true, complete, and current; 7. 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 15. DEFAULT. A. Developer Events of Default. The following are Developer Events of Default under this Agreement: 1. If any representation made by Developer in this Agreement, or in any certificate, notice, demand or request made by Developer in writing and delivered to the City pursuant to. or in connection with this Agreement, including the Financial Assurances, proves to be untrue or incorrect in any material respect as of the date made and Developer fails to cure or correct such inaccuracy, if such inaccuracy is capable of being cured or corrected, within 30 days after Developer's receipt of written notice thereof from the City; provided, however, that such inaccuracy will not constitute an Event of Default if such inaccuracy cannot be cured within said 30 days and Developer, within said 30 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 50 days after such notice. 2. Default by Developer for a period of 30 drays after Developer's receipt of written notice thereof from the City in the performance or breach of any covenant contained in this Agreement concerning the existence, structure or financial condition of Developer; provided, however, that such default or breach will not constitute an Event of Default if such default cannot be cured within said 30 days and Developer, within said 30 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 90 days after such notice. 3. Default by Developer for a period of 30 days after Developer's receipt of written notice thereof from the City in the performance or breach of any covenant, warranty or obligation contained in this Agreement; provided, however, that such default will not constitute an Event of Default if such default cannot be cured within said 30 days and Developer, within said 30 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 90 days after such notice. 4. The entry, at any time after the Effective Date of this Agreement, of a decree or order for relief by a court having jurisdiction in the premises in respect of Developer in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, truster., sequestrator (or similar official) of Developer for any substantial part of its property, or ordering the winding -up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days. 27 #5649537703 Execution Version 5. The commencement by Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Developer or of any substantial part of the Property, or the making by any such entity of any assignment for the benefit of creditors or the failure of Developer generally to pay such entity's debts as such debts become due or the taking of action by Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds to meet Developer's obligations, if Developer fails to obtain such funds within 30 days after Developer's receipt of written notice thereof from the City. 7. Sale, assignment, or transfer of the Property except in accordance with the Transferee Assumption provisions in Section 12 of this Agreement. 8. Developer abandons the development of the Property. Abandonment will be deemed to have occurred when work stops on the development of the Property for more than 90 consecutive days for any reason other than Uncontrollable Circumstances, unless otherwise permitted by this Agreement, and the work on the Development is not re -commenced within 30 days after Developer's receipt of written notice from the City. The failure of Developer to secure any approvals required for the development or construction of the Property will not be a valid defense to abandonment, unless such failure is the result of a breach by the City of any of its obligations under this Agreement or a failure by the City to act in compliance with the City Code. 9. Developer fails to comply with the Requirements of Law in relation to the construction and maintenance of the Improvements and Residential Structures contemplated by this Agreement within 30 days after Developer's receipt of written notice from the City; provided, however, that such default will not constitute an Event of Default if such default cannot be cured within said 30 days and Developer, within said 30 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 90 days after such notice. B. Events of Default by the City. The following are City Events of Default under this Agreement: 1. If any material representation made by the City in this Agreement, or in any certificate, notice, demand or request made by the City in writing and delivered to Developer pursuant to or in connection with any of said documents, proves to be untrue or incorrect in any material respect as of the date made. 2. Subject to Uncontrollable Circumstances, default by the City for a period of 30 days after written notice thereof from Developer in the performance or breach of any covenant contained in this Agreement; provided, however, that such default will not constitute an Event of Default if such default cannot be cured within said 30 days and the City, within said 30 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 90 days after such notice. SECTION 16. REMEDIES FOR DEFAULT AND ENFORCEMENT. 28 #5649537703 Execution Version A. Remedies for Default. In the case of an 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 within a reasonable time, but in no event more than 15 additional days unless extended by mutual agreement, the non -defaulting party may institute such proceedings as may be necessary or desirable in its opinion to cure or remedy such default or breach, including, but not limited to, proceedings to compel specific performance of the defaulting party's obligations under this Agreement. 2. in 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 Development, the City may require Site Restoration in accordance with the terms and provisions of Section 6.G of this Agreement; b. if one or more building permits have been issued for the Development, the City may, in accordance with the terms and provisions of Section 6.G of this Agreement require demolition, removal, and restoration work. 3. In case the City has proceeded to enforce its rights under this Agreement and such proceedings have been discontinued or abandoned for any reason, then, and in every such case, Developer and the City will be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of Developer and the City will continue as though no such proceedings had been taken. B. Limitation. Notwithstanding anything to the contrary contained in this Agreement, including the provisions of this Section 16, 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 of the City, on account of the negotiation, execution or breach of any of the terms and conditions of this Agreement. C. Withholding of Building Permits and Certificates of Occupancy. 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 portion of the Development at any time 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 15, D. Prevailing 'Part.. In the event of a judicial proceeding brought by one Party against the other Party, the prevailing Party in the judicial proceeding will be entitled to reimbursement from the unsuccessful Party of all legal costs and expenses incurred in connection with the judicial proceeding, including reasonable attorneys' fees, 29 #5649537703 Execution Version SECTION 17. GENERAL PROVISIONS. A. Notices. All notices required or permitted to be given under this Agreement must be given by the Parties by: (i) personal delivery; (ii) deposit in the United States mail, certified mail, return receipt requested, enclosed in a sealed envelope with all required postage thereon; or (iii) deposit with a nationally recognized overnight delivery service. addressed as stated in this Section 17.A. The address of any Party may be changed by written notice to the other Parties. Any mailed notice will be deemed to have been given and received within three days after the sante has been mailed and any notice given by overnight courier will be deemed to have been given and received within 24 hours after deposit. Notices and communications to the Parties must be addressed to, and delivered at, the following addresses: If to Developer: Bayview USA Holdings LLC 842 W Sam Houston Pkwy N, Suite 550 Houston, TX 77024 Attn: Dennis Thompson and to: Compasspoint Development, LLC 548 S. Summit St. Barrington, Illinois Attn: Joseph Z. Taylor III with a copy to: Stahl Cowen Crowley Addis LLC 55 West Monroe Street, Suite 1200 Chicago, Illinois 60603 Attn: Thomas G. Moffitt If to the City: B. Time of the Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. C. Ri hts Cutnul_ative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement are cumulative and are not exclusive of any other such rights, remedies, and benefits allowed by law. D. Mon -Waiver. Neither the Developer nor the City shall be under any obligation to exercise any of the respective rights granted to it in this Agreement. The failure of the Developer or the City to exercise at any time any such right will not be deemed or construed to be a waiver thereof, nor will such failure void or affect the Developer's or the City's respective rights to enforce such right or any other right. E. Consents. Whenever the consent or approval of any Party to this Agreement is required, the consent or approval must be in writing and may not be unreasonably withheld, delayed or conditioned, and, in all matters contained herein, all parties will have an implied obligation of reasonableness, except as rr7ay be expressly set forth otherwise. 30 #56495377v13 Execution Version F. Governing Law. This Agreement is to be governed by, and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois. G. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement and the validity, enforceability, and application to any person, firm, corporation, or property will not be impaired thereby, but the remaining provisions are to 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. H. Entire Agreement. This Agreement, as supplemented by the Parking License, the OREA, the Final Subdivision Plat, the Final Engineering Plan, and the Final Development Plan constitute the entire agreement between the parties, superseding any and all prior agreements and negotiations between the parties, whether written or oral, relating to the subject matter of this Agreement. I. Interpretation. This Agreement is to be construed without regard to the identity of the party who drafted the various provisions of this Agreement. Each provision of this Agreement is to be construed as though all parties to this Agreement participated equally in the drafting of this Agreement. Any rule or construction that a document is to be construed against the drafting party is not applicable to this Agreement. J. Headinas. The table of contents, heading, 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. K. Exhibits/Conflicts. Exhibits A through E 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 to this Agreement and the text of this Agreement, the latter will control. L. Amendments and Modifications. No amendment or modification to this Agreement will 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. M.Changes in Laws. Unless otherwise explicitly provided in this Agreement, any reference to any Requirements of Law will be deemed to include any modifications of, or amendments to the Requirements of Law as may, from time to time, hereinafter occur. N. No Third Pa Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation may be made, or be valid, against the City or Developer. d. Recording. The City will record this Agreement against the Property, at the sole cost and expense of Developer, with the Office of the Cook County Recorder of Deeds promptly following the full execution of this Agreement by the Parties. P. Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original document and together will constitute the same instrument. 31 #5649537703 Execution Version IN WITNESS WHEREOF, the Parties have hereunto sat their hands on the date first above written. ATTEST: CITY OF DES PLAT ES, an Illinois home rule municipal corporat e .4 1 jaimf-' "l'ennifer L. Tsalapatanis Matthew J. Its: Mayor AP OVE❑ AS TO FORM ONLY 1425 ELLINWOOD APARTMENTS, LLC, an ea Plaines Goneral Do " Illinois limited lia i ity company A01 Dasad By: BaygDennis assPoin# Venture Partan Illinois limited liability comanager By: mpson, Manager ACKNOWLEDGMENTS STATE OF ILLINOIS Execution Version ss. COUNTY OF COOK } `` This instrument was acknowledged before me on 2018, by Matthew J. Bogusz, the Mayor of the CITY OF DES PLAINES, an Illinois municipal corporation, and by Jennifer L. Tsalapatanis, the City Clerk of said municipal corporation. Given under my hand and official seal this /0 -day 2018. / Pub;iC 4— I pWMETTE BR2E71NSK1 My Commission expires:..._ f OFFICIAL SEAL Notary Public, State of Illinois' my Commission Expires SEAL April 05, 2021 STATE OF SS. COUNTY OF ) This instrument was acknowledged before me on C.& �K2 I , 2018, by Dennis Thompson, the Manager of Bayview-CompassPoint Venture Partners, LLC, an Illinois limited liability company, the Manager of 1425 ELLINWOOD APARTMENTS, LLC, an Illinois limited liability company. r Given under my hand and official seal this day of Qlfl t�z-1 .2018. Notary Public My Commission expires: of a0 a, SEAL BARBARA YEAGER ?r rr, ii Notary Public, State of Texas Comm. Expires 06.26-2022 Notary IIS 2772468 Execution Version EXHIBIT LIST Exhibit A-1 Legal Description of Development Property Exhibit A-2 Legal description of City Parcels Exhibit B Comprehensive Fee Schedule Exhibit C Form of Letter of Credit (Performance Security for Improvements) Exhibit D Farm of Letter of Credit (Lot Restoration Deposit) Exhibit E Form of Transferee Assumption Agreement Execution Version EXHIBIT A-1 LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY 1413-1415 Ellinwood Street. Des Plaines Illinois 60016 THE SOUTHEASTERLY 30 FEET OF THE SOUTHWESTERLY 134 FEET OF THE NORTHEASTERLY 184 FEET OF LOT 4 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES, A SUBDIVISION OF PART OF SECTION 17 AND SECTION 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PIN: 09-17-418-025 09-17-418-026 686 Lee Street. Des Plaines,_ Illinois _60016 LOT FOUR (4) (EXCEPT THE SOUTHWESTERLY SIXTEEN (16) FEET OF THAT PART LYING NORTHWESTERLY OF THE SOUTHEASTERLY ONE HUNDRED FIFTY (150) FEET THEREOF; AND EXCEPTING ALSO THAT PART OF THE NORTHWESTERLY FORTY (40) FEET OF SAID LOT FOUR (4) LYING NORTHEASTERLY OF SAID SOUTHWESTERLY SIXTEEN (16) FEET THEREOF) IN THE RESUBDIVISION OF LOT ONE (I) (EXCEPT THE SOUTH SIXTY EIGHT (68) FEET THEREOF), IN BLOCK THREE (3), IN PARSONS AND LEES' ADDITION TO DES PLAINES IN SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN. PIN: 09-17-418-007-0000 651 Gracela d Avenue. Des Plaines Illinois 60016 THE. NORTHWESTERLY 100 FEET OF THE NORTHEASTERLY 125 FEET (EXCEPT THE NORTHEASTERLY 50 FEET THEREOF TAKEN FOR ELLINWOOD AVENUE) OF LOT 4, IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES, A SUBDIVISION OF PART OF SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PIN: 09-17-418-020-0000 1411 Ellinwood Street Des Plaines Illinois 60016 THE NORTHWESTERLY 69.9 FEET OF THE SOUTHEASTERLY 99.9 FEET OF THE NORTHEASTERLY 184 FEET OF LOT 4 (EXCEPT THE NORTHEASTERLY 50 FEET THEREOF TAKEN FOR ELLINWOOD AVENUE) AND THE SOUTHWESTERLY 59 FEET OF THE NORTHEASTERLY 184 FEET OF THAT PART OF LOT 4 LYING WESTERLY OF THE SOUTHEASTERLY 99.9 FEET OF SAID LOT 4 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES, A SUBDIVISION OF PART OF Execution Version SECTION 17, TOWNSHIP 41 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PIN: 09-17-418-038-0000 684 Lee Strut, Des Plaines, Illinois 60016 LOT 2 (EXCEPT THE NORTHEASTERLY 68.10 FEET OF THE SOUTHEASTERLY 100.00 FEET THEREOF, AND EXCEPT THE NORTHWESTERLY 25.0 FEET OF THE SOUTHEASTERLY 125.0 FEET OF THE NORTHEASTERLY 64.10 FEET THEREOF, AND EXCEPTING ALSO THE NORTHEASTERLY 61.0 FEET OF THAT PART OF SAID LOT 2 LYING NORTHWESTERLY OF THE SOUTHEASTERLY 125.0 FEET THEREOF), ALL OF LOT 3, AND THAT PART OF THE NORTHWESTERLY 40.0 FEET OF LOT 4 LYING NORTHEASTERLY OF THE SOUTHWESTERLY 16.0 FEET OF SAID LOT 4, ALL IN THE RESUBDIVISION OF LOT 1 (EXCEPT THE SOUTH 68.0 FEET THEREOF) IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES, IN SECTION 17 AND 20, TOWNSHIP 41 NORTH , RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PIN: 09-17-418-045-0000 688-692 Lee Street, Des Plaines Illinois 60016 THAT PORTION OF LOT 1 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES IN SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTH EASTERLY CORNER OF SAID LOT; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT, 200 FEET TO THE SOUTH WESTERLY CORNER OF SAID LOT; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID LOT, 68 FEET; THENCE EASTERLY 200 FEET TO THE EASTERLY LINE OF SAID LOT, THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, 68 TO THE POINT OF BEGINNING (EXCEPT THAT PORTION OF THE SOUTHWESTERLY 68 FEET OF LOT 1 LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET THEREOF), PIN: 09-17-418-034-0000 1425 Ellinwood Avenue, Des Plaines. Illinois 60016 THE NORTHEASTERLY 61 FEET (EXCEPT THE SOUTHEASTERLY 125 FEET) OF LOT 2 IN THE RESUBDIVISION OF LOT 1 (EXCEPT THE SOUTH 68 FEET) IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES IN SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, ALSO KNOWN AS THE NORTHEASTERLY 61 FEET OF THE NORTHWESTERLY 75 FEET OF SAID LOT 2 AFORESAID, 1N COOK COUNTY, ILLINOIS. Exhibit A-2 p.2 #57789690_vl Execution Version PIN- 09-17-418-003-0000 565-671 Graceland Avenue Des Plaines, Illinois 60016 PARCEL 1A THE SOUTHWESTERLY 16 FEET OF THAT PART LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET OF LOT 4 IN THE RESUBDIVISION OF LOT 1 (EXCEPT THE SOUTH 68 FEET THEREOF) IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO DES PLAINES, IN SECTIONS 17 AND 20, TOWN 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1 B THE EASTERLY FIFTY (50) FEET (EXCEPT THE SOUTHERLY 142 FEET THEREOF) OF LOT THREE (3) IN BLOCK THREE (3) IN PARSON AND LEE'S ADDITION TO DES PLAINES, IN SECTION 17, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1 C THAT PART OF LOT 2 LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET AND LYING NORTHEASTERLY OF THE SOUTHWESTERLY 142 FEET THEREOF IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO DES PLAINES IN SECTION 17, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1 D THAT PORTION OF THE SOUTHWESTERLY 68 FEET OF LOT 1 LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET THEREOF IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES IN SECTIONS 17 AND 20, TOWN 41 NORTH, RANGE 12, EAST OF THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1 E THE NORTHEASTERLY 40 FEET OF THE WESTERLY 100 FEET OF LOT 3 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO THE TOWN OF DES PLAINES, BEING A SUBDIVISION OF LOTS 72, 73, 74, 135, 140, 141, 142, 143, 144, 145, 174, 175, 176, AND 177, IN TOWN OF DES PLAINES (FORMERLY TOWN OF RAND) AND PART OF SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. Exhibit A-2 p.3 #57789690 vl Execution Version PARCFI. 1F THE WESTERLY 50 FEET OF THE EASTERLY 100 FEET (EXCEPT THE SOUTHERLY 142 FEET THEREOF) OF LOT 3 IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO DES PLAINES IN SECTION 17, TOWN 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1 G THE SOUTHWESTERLY 20 FEET OF THE NORTHEASTERLY 204 FEET TOGETHER WITH THE SOUTHEASTERLY 50 FEET OF THAT PART LYING SOUTHWESTERLY OF THE NORTHEASTERLY 204 FEET OF LOT 4 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO TOWN OF DES PLAINES, BEING A SUBDIVISION OF LOTS 72, 73, 74, 139, 140, 141, 142, 143, 144, 145, 174, 175, 176, AND 177 IN TOWN OF DES PLAINES IN SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS. THAT PART OF LOT 4 LYING SOUTHWESTERLY OF THE NORTHEASTERLY 204 FEET AND NORTHWESTERLY OF THE SOUTHEASTERLY 50 FEET THEREOF IN BLOCK 3 IN PEARSON AND LEE'S ADDITION TO TOWN OF DES PLAINES IN COOK COUNTY, ILLINOIS. PINS: 09-17-418-022-0000 09-17-418-029-0000 09-17-418-032-0000 09-17-418-033-0000 09-17-418-036-0000 09-17-418-037-0000 09-17-418-039-0000 09-17-418-040-0000 Exhibit A-2 p.4 #57789680 v1 EXHIBIT A-2 LEGAL DESCRIPTION OF CITY PARCELS PARCEL 1A Execution Version THE SOUTHWESTERLY 16 FEET OF THAT PART LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET OF LOT 4 IN THE RESUBDIVISION OF LOT 1 (EXCEPT THE SOUTH 68 FEET THEREOF) IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO DES PLAINES, IN SECTIONS 17 AND 20, TOWN 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1 B THE EASTERLY FIFTY (50) FEET (EXCEPT THE SOUTHERLY 142 FEET THEREOF) OF LOT THREE (3) IN BLOCK THREE (3) IN PARSON AND LEE'S ADDITION TO DES PLAINES, IN SECTION 17, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1C THAT PART OF LOT 2 LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET AND LYING NORTHEASTERLY OF THE SOUTHWESTERLY 142 FEET THEREOF IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO DES PLAINES IN SECTION 17, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 9 D THAT PORTION OF THE SOUTHWESTERLY 68 FEET OF LOT 1 LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET THEREOF IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES IN SECTIONS 17 AND 20, TOWN 41 NORTH, RANGE 12, EAST OF THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCELIE THE NORTHEASTERLY 40 FEET OF THE WESTERLY 100 FEET OF LOT 3 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO THE TOWN OF DES PLAINES, BEING A SUBDIVISION OF LOTS 72, 73, 74, 139, 140, 141, 142, 143, 144, 145, 174, 175, 176, AND 177, IN TOWN OF DES PLAINES (FORMERLY TOWN OF RAND) AND PART OF SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1 F THE WESTERLY 50 FEET OF THE EASTERLY 100 FEET (EXCEPTTHE SOUTHERLY 142 FEET THEREOF) OF LOT 3 IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO Exhibit A-2 p.5 #57789690�vl Execution Version DES PLAINES IN SECTION 17, TOWN 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARGFL 1C -i THE SOUTHWESTERLY 20 FEET OF THE NORTHEASTERLY 204 FEET TOGETHER WITH THE SOUTHEASTERLY 50 FEET OF THAT PART LYING SOUTHWESTERLY OF THE NORTHEASTERLY 204 FEET OF LOT 4 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO TOWN OF DES PLAINES, BEING A SUBDIVISION OF LOTS 72, 73, 74, 139, 140, 141, 142, 143, 144, 145, 174, 175, 176, AND 177 IN TOWN OF DES PLAINES IN SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS, FaiN D7 THAT PART OF LOT 4 LYING SOUTHWESTERLY OF THE NORTHEASTERLY 204 FEET AND NORTHWESTERLY OF THE SOUTHEASTERLY 50 FEET THEREOF IN BLOCK 3 IN PEARSON AND LEE'S ADDITION TO TOWN OF DES PLAINES IN COOK COUNTY, ILLINOIS. P.I.N.s: 09-17-418-022 678 Lee St. 09-17-418-036 and 9-17-418-037 686 Lee St. 09-17-418-033 688 Lee St. 09-17-418-029 700 Lee St. 09-17-418-032 665 Graceland 09-17-418-039 671 Graceland 09-17-418-040 671 Graceland For purposes of this Agreement this property is commonly called 665-671 Graceland Ave., Des Plaines, Illinois. Exhibit A-2 p.6 #577$9690 vl Execution Version EXHIBIT B COMPREHENSIVE FEE SCHEDULE Code Section 10-13-1 – Building Permit Fees A. Methods For Determining Construction Value: For the purpose of computing building permit fees, the estimated value of new construction and alterations shall be determined by the code official by one of the following methods: 1. The code official may accept an estimate furnished by the permit applicant. 2. The code official may accept a certificate of the valuation of construction from a licensed architect or a registered structural or professional engineer. 3. The code official may accept a copy of an executed contract from the owner or the owner's agent setting forth the value of the proposed work. 4. The code official may estimate the value of new construction based on table 10- 13-1 of this section. 5. The code official may estimate the value of alterations based on the following formula: Table 10-13-2 Commercial, Industrial And Multi -Family Buildings Application fee for projects: , Under $100k None $100k - $500k $200.00 (credited when permit is issued) $5001< _ $1.5m - — —F$800.00 (credited when permit is issued) F r$1.5m - $5m __. 1 '1,500.00 (credited when permit is issued) rover $5m $5,000.00 (credited when permit is issued) Fee calculations: New construction and alterations (all inclusive): '—F Under $1.5m Value',Z x 1.5% (rounded up to $1.00) $1.5m - $3.5m Value'.z x 1.0% (rounded up to $1.00) Exhibit B p. 7 Execution Version r_—F $3.5m - $7.0m Value'12 x 0.9% (rounded up to $1.00) ---[FF $7.0m -$10m Value1,2 x 0.8% (rounded up to $1.00) r -T $10m+ FValue' 2 x 0.7% (rounded up to $1.00) Minimum commercial permit fee = $50.00 1. As determined in accordance with section 10-13-1 of this chapter. 2. Including all site work. Additional Permit Review Fees may be charged if reviewed by a third party review company. • Fire Sprinkler Permit Fee - $150 base fee plus $1 per head (separate permit from main bldg. permit) • Fire Alarm Permit Fee (Falls under Low Voltage)- $100 (separate permit from main bldg. permit) • Signs are under a separate permit. Fees are $50 per each permanent sign. • Contractor Registration - $50 fee Code Section 13.4-2 - Park District Impact Fees As a condition of approval of a final plat of subdivision, or of a final plat of a residential planned unit development, for any development resulting in the construction of fifteen (15) or more dwelling units, each subdivider or developer will be required to dedicate land for park and recreational purposes to serve the immediate and future needs of the residents of the development, or cash contribution in lieu of actual land dedication, or a combination of both, based on the recommendation of the public body which will be the recipient of the contribution, but subject to final determination of the City Council, in accordance with the following criteria and formula: A. Requirements And Population Ratio: The ultimate density of a proposed development shall bear directly upon the amount of land required for dedication. The total requirement shall be five and five -tenths (5.5) acres of land per one thousand (1,000) of ultimate population generated by the development. The required five and five -tenths (5.5) acres may be allocated by the City Council, in its discretion, based upon the following criteria: Minimum Service Area Acres Types Of (Approximate Per 7,000 Recreation Area Size Range Distance) People Neighborhood 1,200 - 4,000 0.5 mile 5.5 playground sq. ft. +l- acres/1,000 Exhibit B-8 #57789690 v7 Execution Version Open space _ 0.2-4.5 0.5 mile 5.5 i acres acres11,000 Mini parr - 1.0 0.5 mile 5.5 acre Neighborhood 0:5 v- 5 acres 2 miles 5.5 park acres/1,000 r^ Community park ~ 5.0-75 Citywide -F 5.5 - acres acres/1,000 Code Section 13-1-3 - Engineering Review Fees Additional fees which shall be paid upon final approval by the city council: 1. Engineering subdivision reviewing fee: Two percent (2%) of estimated value of improvements. 2. Engineering inspection fee: Three percent (3%) of estimated value of improvements. 3, Acreage fee for each subdivision: $ 55.00 per acre for water 110.00 per acre for sewer 4. Prior to the recording of the final plat, the subdivider shall file a performance and completion bond (subdivisions improvement bond) in the amount of one hundred twenty five percent (125%) of the city engineer's estimate of the improvements cost. (Ord. M-12-94, 2-7-1994) Exhibit B-9 #57789690 vl Execution Version EXHIBIT C FORM LETTER OF CREDIT — PERFORMANCE. SECURITY FOR IMPROVEMENTS IRREVOCABLE LETTER OF CREDIT NO. AMOUNT: EXPIRATION DATE: TO: City of Des Plaines (the "City') 1420 Miner Street Des Plaines, Illinois 60016 Attention: City Manager DATE OF ISSUE: [Name of Bank] [Address] WE HEREBY AUTHORIZE YOU TO DRAW AT SIGHT on the UP TO AN AGGREGATE AMOUNT OF United States Dollars ( ) for account of 1425 ELLINWOOD APARTMENTS, LLC (the "Custome►" ). 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 Redevelopment Agreement dated as of _ , 2018 by and between the City and 1425 Ellinwood Apartments, 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 C p. 10 457789690 vl Execution Version (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 pate or presented at our office together with the original of this Letter of Credit on or before that bate. 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 priorto 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 Redevelopment Agreement dated as of , 2018 by and between the City and 1425 Ellinwood Apartments, 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 Exhibit C-11 Execution Version 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. 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] [officer's Title] [Signature of Bank Officer] [Officer's Title] Exhibit C-12 Execution Version EXHIBIT "A" TO FORM OF IRREVOCABLE LETTER OF CREDIT FORM OF DRAFT [To Be Supplied By Issuing Bank] Exhibit C-13 Execution Version 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 1425 Ellinwood Apartments, LLC has failed to deliver to the City Manager evidence of a renewal of Letter Of Credit No. Very truly yours, City Manager Exhibit C-14 Execution Version 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 Redevelopment Agreement dated as of _ 2018 by and between the City and 1425 Ellinwood Apartments, LLC, have not been constructed in accordance with said Agreement. Very truly yours, City Manager Exhibit C-15 Execution Version 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 Redevelopment Agreement dated as of , 2018 by and between the City and 1425 Ellinwood Apartments, LLC, have not been paid in accordance with said Agreement. Very truly yours, City Manager Exhibit C-16 Execution Version 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 Redevelopment Agreement dated as of 2018 by and between the City and 1425 Ellinwood Apartments, LLC, have not been performed in accordance with said Agreement. Very truly yours, City Manager Exhibit C-17 Execution Version 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 pari of the undertakings of the Customer (as that term is defined in the above -referenced Letter of Credit) pursuant to the Redevelopment Agreement dated as of , 2018 by and between the City and 1425 Ellinwood Apartments, LLC, have not been performed in accordance with said Agreement. Very truly yours, City Manager Exhibit C-18 Execution Version EXHIBIT D FORM LETTER OF CREDIT — LOT RESTORATION DEPOSIT IRREVOCABLE LETTER OF CREDIT NO. EXPIRATION DATE: TO: City of Des Plaines (the "Cityl') 1420 Miner Street Des Plaines, Illinois 60016 Attention: City Manager AMOUNT: $650,000.00 DATE OF ISSUE: [Name of Bank] [Address] WE HEREBY AUTHORIZE YOU TO DRAW AT SIGHT on the UP TO AN AGGREGATE AMOUNT OF United States Dollars {s for account of 1425 ELLINWOOD APARTMENTS, 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 Exhibitrr u 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 "Br" 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 Site Restoration required to be conducted pursuant to Section 10.D of the Redevelopment Agreement dated as of __ , 2018 by and between the City and 1425 Ellinwood Apartments, LLC (the "Agreement') have not been constructed in accordance with the Agreement; or Exhibit D- 1 Execution Version 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 Leiter 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 Section 10.D.2 after the satisfactory completion of all or part of the Site Restoration obligations required to be constructed pursuant to the Redevelopment Agreement dated as of _ , 2018 by and between the City and 1425 Ellinwood Apartments, 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. 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 Exhibit D-2 Execution Version ARE AUTHORIZED OR REQUIRED TO BE CLOSED, AND A DAY ON WHICH PAYMENTS CAN BE EFFECTED ON THE FEDWIRE SYSTEM. [Signature of Bank Officer] [Officer's Title] [Signature of Bank Officer] [Officer's Title] Exhibit D-3 Execution Version EXHIBIT "A" TO FORM OF IRREVOCABLE LETTER OF CREDIT FORM OF DRAFT [To Be Supplied By Issuing Bank] Exhibit D-4 Execution Version 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 $650,000.00 will expire within 35 days or less and that 1425 Ellinwood Apartments, LLC has failed to deliver to the City Manager evidence of a renewal of Letter of Credit No. Very truly yours, City Manager Exhibit D-5 Execution Version 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 Site Restoration obligations required pursuant to Section 'IO.D.2 of the Redevelopment Agreement dated as of , 2018 by and between the City and 1425 Ellinwood Apartments, LLC, have not been constructed in accordance with said Agreement. Very truly yours, City Manager Exhibit D-6 EXHIBIT E TRANSFEREE ASSUMPTION AGREEMENT THIS AGREEMENT is made as of this day of between the CITY OF DES PLAINES, an Illinois home rule ("City"}, , an 1425 ELLINWOOD ("Developer'j, and ("Transferee'. WITNESSETH: Execution Version , 201_, municipal corporation APARTMENTS, LLC WHEREAS, pursuant to that certain real estate sale contract dated 20_, the Transferee agreed to purchase from Developer certain real property situated in Cook County, Illinois and legally described in Exhibit 1 attached to and, by this reference, made a part of this Agreement (`Property"}; and WHEREAS, following the conveyance of the Property by Developer, the Transferee will be the legal owner of the Property; and WHEREAS, as a condition to the conveyance of the Property by Developer, the City and Developer require that the Transferee agree to comply with all the terms, requirements, and obligations set forth in that certain Redevelopment Agreement dated as of 2018, and recorded in the office of the Cook County Recorder on , as Document No. _ by and between the City and Developer ("Redevelopment Agreement"j; NOW, THEREFORE, in consideration of the agreement of Developer to convey the Property to the Transferee, 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, Developer, and the Transferee as follows: 1. Recitals. The foregoing recitals are by this reference incorporated herein and made a part hereof as substantive provisions of this Agreement. 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 terns, requirements, and obligations of the Development 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, Developer of the Development Property. 3. Payment of City Fees and Costs. In addition to any other costs, payments, fees, charges, contributions, or dedications required by this Agreement, the Development Agreement or by applicable City codes, ordinances, resolutions, rules, or regulations, the Transferee must pay to the City, immediately upon presentation of a written demand or 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. Exhibit E-1 Execution Version 4. Acknowledgment and Release of Developer. The City hereby acknowledges its agreement to the Transferee's assumption of the obligation to comply with the terms, requirements, and obligations of the Development Agreement, including all exhibits and attachments thereto, and the City hereby releases Developer from any personal liability for failure to comply with the terms, requirements, and obligations of the Development Agreement. 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 an Illinois home rule municipal corporation A -- City City Clerk Its: City Manager ATTEST; 1425 ELLINWOOD, LLC, an Illinois limited liability corporation By: By: Its: Its: ATTEST: Its: #57789690_vl [TRANSFEREE] -0 Its Exhibit E-2 ACKNOWLEDGMENTS STATE OF ILLINOIS i*1 COUNTY OF COOK Execution Version This instrument was acknowledged before me on , 201`, by the City Manager of the CITY OF DES PLAII\iES, an Illinois home rule municipal corporation, and by _ > the City Cleric of said municipal corporation, Exhibit E-3 457789690 wl Signature of Notary STATE OF ILLINOIS ) SS COUNTY OF COOK } Illinois Execution Version This instrument was acknowledged before me on , 201_, by th1e of 1425 ELLINWOOD APARTMENTS, LLC, an corporation and by , the of said Signature of Notary SEAL STATE OF ILLINOIS ) SS COUNTY OF COOK ) This instrument was acknowledged before me on 201_, by the of [TRANSFEREE], and by , the of [TRANSFEREE]. SEAL Exhibit E-4 1157789690 vl Signature of Notary Execution Version REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement') is made and entered into as of June 5, 2018 (the "Effective Dale") by and between the CITY OF DES PLAINES, an Illinois home -rule municipal corporation ("Seller"), and 1425 ELLINWOOD APARTMENTS LLC, an Illinois limited liability company ("Purchaser"). In consideration of the recitals and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser (collectively, the "Parties") agree as follows: Section 1. Recitals. A. The Seller currently owns fee simple title to that certain real property consisting of approximately .713 acres commonly known as 678 Lee St., 686 Lee St., 688 Lee St., 700 Lee St., 665 Graceland Ave. and 671 Graceland Ave. (collectively 665-671 Graceland Ave., Des Plaines, Illinois), all in Des Plaines, Illinois, which is legally described on Exhibit A attached hereto ("Property"). B. Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, the Property. C. On June 4, 2018, the City Council of the City of Des Plaines approved Ordinance No. M-9-18 preliminarily authorizing Seller's sale and the redevelopment of the Property. D. Purchaser desires to acquire the Property for the purpose of redeveloping it in accordance with that certain "Redevelopment Agreement" dated as of June 5, 2018 between the Parties ("Redevelopment Agreement"). Certain capitalized terms used in this Agreement are as defined in the Redevelopment Agreement. In the event of any conflict between the Redevelopment Agreement and this Agreement, the Redevelopment Agreement will control. E. Purchaser will license back to the Seller 79 number of parking spaces ("Parking Spaces") by a license agreement to be provided by Seller, and agreed to by Purchaser, and will be recorded simultaneously with recording of the flat of Subdivision (as hereafter defined) and will be attached as Exhibit B ("License Agreement"). F. The Parties agree that an Operation and Reciprocal Easement Agreement ("OREA") to be acceptable to the Seller's General Counsel during the Due Diligence Period and to be agreed to by the Parties will be recorded against the Property simultaneously with recording of the Plat of Subdivision. Section 2. Incornaration of Recitals. The Recitals are incorporated into this Agreement. Section 3. Purchase and Sale; Purchasc Price. A. Purchase Price. In consideration of the covenants contained in this Agreement and the Redevelopment Agreement, Seller shall sell the Property to Purchaser, and Purchaser shall purchase the Property from. Seller, subject to the terms of this Agreement and the Redevelopment Agreement. The purchase price for the Property is $880,000.00 ("Purchase Price"), 57726263x4 I Execution Version B. Earnest Money. Purchaser will deliver $88,000.00 ("Earnest Monet,") to Chicago Title Insurance Company ("Title Company"), c/o Cori Cidlik, 1030 Higgins Rd., Suite 200, Park Ridge, IL 60068, Tel: 847-384-2600, Fax: 847-318-0078, email: linda.tyrell@ctt.com referencing Order No. 18003058NC as escrowee ("Escrowee"), by the wire of immediate available funds the Earnest Money. Seller will cooperate with Purchaser in the funding of the Earnest Money with the Escrowee, Escrowee will hold the Earnest Money pursuant to the Escrowee's standard form of strict joint order escrow trust instructions then in use by the Escrowee with such changes as may be necessary to conform to this Agreement. C. Balance of Purchase Price. Purchaser shall pay the Purchase Price, less the Earnest Money provided Purchaser has instructed Escrowee to release the Earnest Money to Seller, plus or minus prorations, credits, and adjustments as provided in this Agreement, at the Closing through a Closing Escrow (defined in Section 8 below) by wire transfer in accordance with wire instructions proved by the Title Company. D. Interest on Earnest Money. Purchaser will pay any fee charged by the Escrowee for placement of the Earnest Money in an interest bearing account and will sign such documents as required by Escrowee. Any interest earned on the Earnest Money shall be credited to Purchaser at the Closing. Section 4. Parties' Preliminan, Gblizations and Ri(hts. A. Seller's Deliveries. Purchaser acknowledges receipt of copies of all of the following documents: (i) Title Commitment for the Property issued by the Title Company dated February 13, 2018 and identified as Order No. 18003058NC ("Title Commitment"); (ii) the appraisal of the Property- prepared by The JMS Appraisal Group, Inc. ("Appraisal"); (iii) the documents provided to Purchaser in response to its FOIA request presented by Joseph Taylor and dated February 9, 2018 ("FOIA Response"); and (iv) survey by Spaceco .Inc., dated March 23, 2018 (collectively "Seller's Deliveries"). B. Title Commitment. Seller has obtained a preliminary commitment from the Title Company (the "Title Commitment") to issue to Purchaser at Closing an ALTA Owner's Title Insurance Policy (2006 version) (i) in the amount of the Purchase Price, (ii) with an extended coverage endorsement over all standard exceptions, (iii) insuring good, marketable, and insurable title to the Property, and (iv) with coverage over any "gap" period, all subject only to the Permitted Exceptions (defined in Section 5.13 (ii)) (the '`Title Policy"). Seller shall pay the cost for the Title Policy with an extended coverage endorsement over standard exceptions, but Purchaser shall pay for any other endorsements it requests. C. Surveys and Plats. (i) ALTA Survey. The Parties have obtained an ALTA standard survey of the Property, that (a) is prepared by Spaccco Inc., (b) certified in favor of Seller, Purchaser and the Title Company, (c) complies with all requirements of the Title Company that are conditions to the removal of the survey exception from the standard printed exceptions in the Title Commitment, and (d) contains a certification as to the total acreage of the Property, and includes 57726263v4 2 Execution Version the Table A Items 2, 3, 4, 7(a), 8, 9, 11, 13, 14, and 20 (the "Survey'). Purchaser shall provide four original copies and a digital copy of the Survey to Seller. Purchaser shall pay the cost for the Survey. (ii) Plat of Subdivision. Purchaser has delivered to Seller a Tentative Plat of Subdivision and will provide Seller, within 180 days after the Effective Date, with a Final Plat of Subdivision that complies with the requirements of the subdivision regulations of the Seller ("Subdivision Regulations") and includes accurate depictions of. (a) the Property; and (b) all other elements required by the Subdivision Regulations and the Illinois Plat Act (765 ILCS 205/0.01 et seq.) ("Plat of Subdivision"), Purchaser will deliver the Final Plat of Subdivision to Seller within 180 days from the Effective Date. Purchaser will submit any documents necessary for the approval of the Final Plat of Subdivision by the Seller. Purchaser will pay all costs associated with both the Tentative and Final Plat of Subdivision. D. Environmental Assessment. Beginning on the Effective Date, Purchaser may cause to be performed one or more (i) environmental assessments, reviews, or audits, including without limitation a Phase I and Phase Il environmental site assessments, of or related to the Property, (ii) tests or borings of the soil on the Property, (iii) other investigations or analyses concerning the environmental and physical condition of the Property (collectively, the "Environmental Assessments"). At Seller's request, Purchaser shall provide a copy of any completed Environmental Assessment to Seller within five business days of such request. Section 5. Due Diligence Period. A. Period and License. During the period that begins on the Effective Date and ends on the one hundred eightieth (180d') day after the Effective Date ("Due Diligence Period"), Purchaser may conduct such investigations, inspections, reviews, and analyses of or with respect to the Property as Purchaser desires ("Due Diligence Activities"). The Due Diligence Activities may include, without limitation, reviews of Seller's Deliveries, and the Environmental Assessments, as well as contacting the Seller in its capacity as the local government authority, the Illinois Department of 'Transportation, the Metropolitan Water Reclamation District of Greater Chicago and the utility companies servicing the Property to seek any necessary approvals, licenses, variances, amendments for the Purchaser's redevelopment of the Property and the Adjacent Properties (as hereafter defined) as a mixed use development pursuant to the Redevelopment Agreement ("Purchaser's Development") as may be determined by Purchaser, in its sole discretion (collectively, the "Approvals"). Seller hereby grants to Purchaser a license during the Due Diligence Period, for the use of Purchaser and its agents and contractors, to conduct Due Diligence Activities on the Property at any time upon 1 day's prior notice to Seller. Notwithstanding the foregoing, if any environmental consultant retained by Purchaser to conduct environmental assessments, studies or testing during the Due Diligence Period recommends that additional 57726263x4 3 Execution Version environmental assessments, studies or testing be conducted which is not able to be completed during the initial Due Diligence Period or any of the Approvals have not been obtained, Purchaser may extend the Due Diligence Period for one (1) additional period of ninety (90) days in order to complete such environmental assessments, studies and testing or obtain such Approvals. B. Review of Title Commitments and Surveys. (i) Identification of Unpermitted Exceptions and Commitment to Cure. Before the end of the Due Diligence Period, Purchaser shall send written notice ("Title Objection Notice") identifying any matter identified in the Title Commitment or Survey that are unacceptable to Purchaser (the "Unpermitted Exceptions"). If Purchaser fails to provide a Title Objection Notice within such time, then Purchaser shall be deemed to have elected to take title subject to all matters reflected in the 'Title Commitment and on the Survey. If Purchaser timely provides a Title Objection Notice, Seller shall then have until the date that is ten (10) business days after Seller's receipt of the Title Objection Notice to notify Purchaser as to what Unpermitted Exceptions Seller will cause to be removed from the Title Commitment and/or Survey on or before Closing ("Commitment to Clear Exceptions"). If Seller fails to provide a Commitment to Clear Exceptions within such time, then Seller shall be deemed to have declined to cause all Unpermitted Exceptions noted in the Title Objection Notice to be removed from the Title Commitment and Survey on or before Closing. If Seller so notifies Purchaser that Seller is unable or unwilling to cause any Unpermitted Exceptions to be removed from the Title Commitment or Survey on or before Closing, then Purchaser, in Purchaser's sole and absolute discretion, shall have the option of (A) proceeding with this Agreement and taking title to the Property as it then is, subject to such Unpermitted Exceptions, without offset or deduction from the Purchase Price, or (B) terminating this Agreement, in which event the Earnest Money shall be returned to Purchaser and neither party shall have any further obligations or liabilities hereunder, except as otherwise provided herein. Purchaser shall exercise one of its options set forth in clause (A) or (B) above by providing written notice thereof to Seller on or before the date that is five (5) days after Purchaser's receipt of the Commitment to Clear Exceptions or the time for Seller to respond has expired. If Purchaser fails to provide such notice within such time, Purchaser shall be deemed to have elected to proceed to Closing in accordance with clause (A) above. Notwithstanding the process identified in this Section 5.13(i), the Parties agree that if Seller's cumulative cost to remove any Unpermitted Exceptions exceeds $50,000 to cure or to cause the Title Company to insure over, then Seller shall have the additional option to terminate this Agreement and the Redevelopment Agreement with no further obligation to Purchaser. The following are Unpermitted Exceptions, whether or not identified by Purchaser, that Seller must cure, and not merely insure over, prior to or at the Closing, and that Seller will be deemed to commit to cure in the Commitment to Clear Exceptions, 57726263x4 4 Execution Version whether or not Seller identifies them therein (collectively, the "Must Cure Exceptions"): (i) each mechanics', materialmen's, repainnen's, contractors' or other similar lien that encumbers the Premises, unless the lien arises from the acts of Purchaser, (ii) each mortgage, security deed, and other security instrument that encumbers the Premises, and (iii) any past due Ileal Estate Taxes (defined in Section 8.F) applicable to the Premises. (ii) Permitted Exceptions. For purposes of this Agreement, the term "Permitted Exceptions" shall mean all title exceptions described in the Title Commitment or matters reflected on the Survey which are not the subject of a Title Objection Notice by Purchaser within the time period provided above, together with any Unpermitted Exceptions that Seller does not commit to cure and Purchaser elects, under 5(13)(i)(A) above, to close and take subject to, as well as the following exceptions, noted on the Title Commitment attached as Exhibit C: Exceptions T-12; S-13; and N- 19, and U.S. Bank Easement (as hereafter defined). In addition, zoning and building ordinances/laws, any requirements by the Metropolitan Water and Reclamation District and all land use regulations that apply to the Property, the lien of taxes not yet due and payable and the standard exclusions and exceptions coverage in the jacket of the Title Policy (except for the general exception 1 through 5 noticed in the Title Commitment), and the storm sewer addressed in the U.S. Bank Easement but which pipes are located on/wider the Property as well as the pipes and conduits located on the Property within the boundaries of the Commonwealth Edison Company and Centel Telephone Company easement in exception N-19, shall also be Permitted Exceptions. C. Review of Environmental Assessments; Environmental Work. (i) Remediation Notice. If Purchaser determines through its review of an EnvironrnentaI Assessment, that there exists within the Property a condition that (a) may require environmental clean-up, remediation, or (in the case of underground and above ground storage tanks (collectively, "Storage Tanks")) removal, (b) which was caused by Seller or is confined solely to the Property and did not migrate from an Adjacent Property (as defined in Section 7.C.(vii), and (c) may adversely affect Purchaser's intended redevelopment of the Property (an "Environmental Condition"), then, before the end of the Due Diligence Period, Purchaser may stand Seller either (a) a written notice terminating this Agreement, in which. event neither party shall have any further liability to the other or (b) a written notice describing all clean-up work, remediation work, and removal of Storage Tanks that is required with respect to the Property (collectively, the "Environmental Work") in reasonable detail and requesting that Seller provide Purchaser with a credit at Closing (the "Remediation Credit') for the costs and expenses of the Environmental Work (a "Remediation Notice"); provided, however, that if the cost of the 57726263x4 Execution Version Environmental Work is projected to exceed $10,000, Seller shall have the additional option of terminating this Agreement with no further obligation to Purchaser. (ii) Seller's Obligation to Complete Environmental Work; Remediation Notice Response. With respect to a Remediation Notice timely submitted during the Due Diligence Period, then within 5 business days after receiving the Remediation Notice, Seller shall provide Purchaser with a written notice (a "Remediation Notice Response") stating whether Seller (a) will provide a Remediation Credit at the Closing or (b) declines to provide the Remediation Credit at the Closing. If Seller does not timely provide a Remediation Notice Response, it will be deemed to have declined to provide a Remediation Credit. If Seller declines to provide the requested Remediation Credit, then Purchaser may terminate this Agreement. D. Restoration and Insurance and Indemnity. (i) Restoration. If Due Diligence Activity damages the Property, and the Purchaser does not acquire the portion of the Property that is damaged, then Purchaser shall restore the Property to a condition that is substantially the same as its condition prior to the performance of such Due Diligence Activity. (ii) Insurance. Purchaser agrees that it will cause it and any person accessing the Property hereunder to be covered by not less than $2,000,000 commercial general liability insurance (with, in the case of Purchaser's coverage, a contractual liability endorsement, insuring its indemnity obligation under this Agreement), insuring all activity and conduct of such person while exercising such right of access and naming Seller as an insured, issued by a licensed insurance company qualified to do business in Illinois and otherwise reasonably acceptable to Seller. (iii) Indemnity. Purchaser agrees to indemnify, defend and hold harmless Seller and its officials, employees, contractors, and agents from any loss, injury, damage, cause of action, liability, claim, lien, cost or expense, including reasonable attorneys' fees and costs, caused by any act or omission of Purchaser or its employees, agents, representatives, contractors or consultants conducting this Due Diligence. The indemnity in this Section 5.1) (iii) shall survive the Closing or any termination of this Agreement. E. Purchaser's Right to Terminate. Purchaser has the right to terminate this Agreement, for any reason or no reason, in its sole discretion by or before the end of the Due Diligence Period, In the event of a termination pursuant to this Section 5.E, neither party shall have any claim or obligation under this Agreement, except for those rights, liabilities and obligations that expressly survive the termination of this Agreement, including, but not limited to, Purchaser's obligation to restore the Property pursuant to Section S.D, Purchaser's obligation to pay Seller's 57726263v4 6 Execution Version costs and fees pursuant to that Escrow Agreement dated December 21, 2017 ("Escrolf,Agreement') and the Redevelopment Agreement. The Earnest Money will be returned to Purchaser less any funds due to Seiler under this Agreement, the Escrow Agreement or the Redevelopment Agreement. Section 6. Representations and Warranties. A. Seller's Representations and Warranties. The matters set forth in this Section 6,A constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. As soon as reasonably practicable after Seller obtains actual knowledge of any material inaccuracy of any of the representations and warranties contained in this Agreement, Seller shall notify Purchaser in writing (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller's notice is based) (a "Correction Notice") of such material inaccuracy of any of Seller's representations and warranties set forth in this Agreement. If Purchaser receives any Correction Notice after expiration of the Due Diligence Period, Purchaser shall have a period of five (5) business days after receipt of such Correction Notice during which, in Purchaser's sole discretion, Purchaser may terminate this Agreement by written notice to Seller, whereupon the Earnest Money and accrued interest thereon, if any, shall promptly be returned to Purchaser. As used in this Agreement, the phrase "to the extent of Seller's actual knowledge" shall mean the actual knowledge of any of the following officials of the City of Des Plaines: the City Manager, the Director of Public Works, the Director of Community and Economic Development. There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no personal liability on the part of such persons. To the extent Purchaser has or acquires actual knowledge prior to the expiration of the Due Diligence Period that these representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Purchaser's knowledge or deemed knowledge. Seller represents and warrants to Purchaser that as of the date hereof and as of the date of the Closing: (i) it has, or will have as of the date of Closing, the authority under statute and with the approval of its Corporate Authorities, to sell the Property to Purchaser; (ii) it has not entered into any agreements or granted any options pursuant to which any third party has the right to acquire all or any portion of the Property or any interest therein; (iii) there are not now and will not be at the Closing, any leases, tenancies, licenses, franchises, options or rights of occupancy or purchase, which will be binding upon Purchaser or the Property after the Closing except if entered into between the Parties; (iv) the Property is not affected by or subject to: (a) any pending or, to the best of its knowledge, threatened condemnation suits or similar proceedings or (b) other pending or, to the best of its knowledge, threatened claims, by or before any administrative agency or court; 57726263v4 7 Execution Version (v) to the best of its knowledge, there are no pending, scheduled, or noticed, requests, applications or proceedings to alter or restrict the zoning applicable to the Property except with respect to Purchaser's Development; and (vi) it is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986. The representations and warranties of Seller set forth in this Section 6(A) shall survive the Closing and delivery and recording of the Deed .far a period of six (6) months after the Closing. B. Purchaser's Representations and Warranties. The matters set forth in this Section 6.13 constitute representations and warranties by Purchaser which are now and shall, at the Closing, be true and correct. Purchaser represents and warrants to Seller that as of the date hereof and as of the date of the Closing: (i) Purchaser has the legal power, right and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The Closing of this transaction shall constitute Purchaser's acknowledgment that it has independently inspected and investigated the Property and has made and entered into this Agreement based upon such inspection and investigation and its own examination of the condition of the Property. (iii) Purchaser is experienced in and knowledgeable about the ownership, development and management of real estate, and it has relied and will rely exclusively on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Property, its condition, value and potential value of the Property. (iv) Purchaser has the financial ability and resources to perform under this Agreement and the Redevelopment Agreement. Thirty (30) days prior to the Closing Date (as defined in Section 8.13(i), Purchaser will provide to Seller documentation to the Seller's satisfaction to confirm Purchaser has obtained sufficient funding or otherwise has sufficient capacity to complete the redevelopment of the Property pursuant to the Redevelopment Agreement. C. No Other Warranties and Representations. Except as specifically set forth in this Agreement, Seller has not made; does not make and has not authorized anyone to make, any warranty or representation as to any written materials delivered to Purchaser, the persons preparing such materials, the truth, accuracy or completeness of such materials, the present or future physical condition, development potential, zoning, building or land use law or compliance therewith, the operation, income generated by, or any other matter or thing affecting or relating to the Property or any matter or thing pertaining to this Agreement. Purchaser expressly acknowledges that no such warranty or representation has been made and that Purchaser is not relying on any warranty or representation whatsoever other than as is expressly set forth in this Agreement or in the documents delivered by Seller pursuant to Section 4.A. Purchaser shall 57726263v4 Execution Version accept the Property `'as is" and in its condition on the date of Closing subject only to the express provisions of this Agreement, including, without limitation, the representations and warranties made by Seller in Section 6(A) above and hereby acknowledges and agrees that except as otherwise set forth in this Agreement or the documents to be delivered pursuant to Section 4.A, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO, THE PROPERTY. (i) No Environmental Representations. Seller makes no representations or warranties as to whether the Property contains asbestos, radon or any hazardous materials or harmful, or toxic substances, or pertaining to the extent, location or nature of same, if any. Further, to the extent that Seller has provided to Purchaser information from any inspection, engineering or environmental reports concerning asbestos, radon or any hazardous materials or harmful or toxic substances, Seller makes no representations or warranties with respect to the accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports. (ii) Release of Claims. Except for the representations and warranties made by Seller in Section 6(A) above, Purchaser acknowledges and agrees that Seller makes no representation or warranty as to the condition of the Property, the value or potential value of the Property, or anything outside Seller's representations and warranties in Section 6.A, and Purchaser, for itself. its successors and assigns, except with respect to the breach of Seller's representation and warranties in Section 6.A, waives and releases Seller from any present or future claims, at law or in equity, whether known or unknown, foreseeable or otherwise, arising from or relating to, the Property, this Agreement or the transactions contemplated hereby, including without limitation the presence or alleged presence of asbestos, radon or any hazardous materials or harmful or toxic substances in, on, under or about the Property, including without limitation any claims under or on account of (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to time, and similar state statutes, and any regulations promulgated thereunder, (ii) any other federal, state or local law, ordinance, rule or regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental matters of any kind, (iii) this Agreement, or (iv) the common law. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Section 6(C) and has discussed its import with legal counsel and that the provisions of this Section 6(C) are a material part of this Agreement. This Section 6(C) shall survive the Closing forever_ 57726263v4 9 Section 7. Covenants, Agreements and Conditions Precedent. that: Execution Version A. Seller's Covenants and Agreements. Seller covenants and agrees with Purchaser (i) Seller shall not make, enter into, grant, amend, extend, renew or grant any waiver or consent under any lease, tenancy, casement, license or other agreement allowing the use or occupancy after the Closing of all or any portion of the Property, without Purchaser's prior written consent. (ii) Seller shall not enter into or amend any contracts, agreements or undertakings that will be binding upon Purchaser or the Property after the Closing, without Purchaser's prior written consent. (iii) Seller shall not create, or allow the creation of, any encumbrance on the title of the Property, without Purchaser's prior written consent (except for any Permitted Exceptions). (iv) Seller shall not take any action, directly or indirectly, to encourage, initiate, or engage or participate in discussions or negotiations with any third party concerning a potential sale of all or any portion of, or any interest in, the .Property. (v) Seller shall promptly inform Purchaser of any developments which would cause any of its representations or warranties contained in this Agreement to be no longer materially accurate. (vi) Seller shall maintain or cause to be maintained the Property in substantially the same condition as of the Effective Date. (vii) Seller shall make commercially reasonable efforts to obtain a written agreement with U.S. Bank, N.A. ("U.S Bank"), in form reasonably acceptable to Purchaser, providing for an easement benefitting the Property over the property currently owned and/or occupied by U.S, Bank for the use, maintenance, repair and replacement of the existing underground storm water drainage facilities (the "U.S, Bank Easement"). B. Purchaser's Covenants and Agreements. Purchaser covenants and agrees with the Seller that: (i) The Purchaser shall not take any action, directly or indirectly, to encourage, initiate, or engage or participate in discussions or negotiations with any third party concerning a potential sale of all or any portion of, or any interest in, the Property, except as allowed by the Redevelopment Agreement, 57726263v4 10 Execution Version (ii) Purchaser shall promptly inform Seller of any developments which would cause any of its representations or warranties contained in this Agreement to be no longer materially accurate. (iii) Purchaser will use its best efforts to complete all of its requirements under this Agreement and the redevelopment Agreement on a timely basis. (iv) Purchaser will take commercially reasonable actions as are necessary to obtain financing for it to perform its obligations under this Agreement and the Redevelopment Agreement. C. Purchaser's Conditions Precedent to Closing. Purchaser's obligation to close is subject to each and all of the following conditions being satisfied by Seller, or waived in writing by Purchaser (the "Purchaser's Closing Contingencies"): (i) all of Seller's representations and warranties contained in this Agreement, must be true and correct in all material respects as of the Closing Date, (ii) Seller must have timely performed all of its obligations under this Agreement, (iii) all conditions precedent to Purchaser's obligation to close on the transaction contemplated in this Agreement must have been satisfied or waived as of the Closing Date, (iv) Seller must have delivered all items required to be delivered by Seller pursuant to Section S.C, (v) the Title Company is unconditionally committed to issuing the Title Policy, subject only to Permitted Exemptions and any requirements Purchaser must meet for issuance of the Title Policy, (vi) any and all leases or tenancies of any kind have been terminated and all service contracts have been terminated as of the Closing Date, (vii) the U.S. Bank Easement shall be recorded against the property currently owned and/or occupied by U.S. Bank, and (viii) Purchaser having, acquired prior to Closing or simultaneously acquiring at the Closing certain real estate necessary for intended redevelopment of the Property, including, without limitation, the properties commonly known as: (i) 1415 Ellinwood Avenue, Des Plaines, Illinois 60016, (ii) 686 Lee Street, Des Plaines, Illinois 60016, (iii) 651 Graceland Avenue, Des Plaines, Illinois 60016, (iv) 1411 Ellinwood Avenue, Des Plaines, Illinois 60016, (v) 684 Lee Street, Des Plaines, Illinois 60016: (vi) 1425 Eliinwood Avenue, Des Plaines, Illinois 60016, and (vii) 688-92 Lee Street, Des Plaines, Illinois 60016 (collectively, the "Adjacent Properties"). 57726263v4 11 Execution Version Purchaser may inspect the .Property within forty-eight (48) hours prior to the Closing Date to determine whether the Purchaser's Closing Contingencies have been satisfied. If one or more of the Purchaser's Closing Contingencies set forth above in this Section 7(C) has not been satisfied as of the Closing Date, then Purchaser may, in its sole discretion, terminate this Agreement by delivering written notice of such termination to Seller at any time on or before the Closing Date, in which case, the Earnest Money shall be promptly returned to Purchaser and neither party shall have any further rights or obligations hereunder, except that if the failure to satisfy any such Purchaser's Closing Contingencies is due to a breach or default by Seller of any of its obligations hereunder, then the provisions of Section 12(E)(i)(b) shall apply. At any time or times, Purchaser may elect to waive in writing the benefit of any of the Purchaser's Closing Contingencies set forth in this Section 7(C). Purchaser shall not be deemed to have waived any such Purchaser's Closing Contingencies, unless such waiver is set forth in a written document signed by Purchaser or its agent, and then only to the extent expressly set forth in such writing. D. Seller's Conditions Precedent to Closing. Seller's obligation to close is subject to each and all of the following conditions being satisfied by Purchaser, or waived in writing by Seller (the "Seller's Closing Contingencies"): (i) all of Purchaser's representations and warranties contained in this Agreement, must be true and correct in all material respects as of the Closing Date. (ii) Purchaser must have timely performed all of its obligations under this Agreement and the Escrow Agreement, (iii) all conditions precedent to Seller's obligation to close on the transaction contemplated in this Agreement must have been satisfied or waived as of the Closing Date, (iv) Purchaser must have delivered all items required to be delivered by Purchaser pursuant to Section 6.B (iv) and Section 8.D, (v) the Purchaser has complied with all requirements of the Title Company for it to issue its Title Policy, and If one or more of the Seller's Closing Contingencies set forth above in this Section 7(D) has not been satisfied as of the Closing Date, then Seller may, in its sole discretion, terminate this Agreement by delivering written notice of such termination to Seller at any time on or before the Closing Date, in which case, the Earnest Money shall be promptly returned to Purchaser and neither party shall have any further rights or obligations hereunder, except that if the failure to satisfy any such Seller's Closing Contingencies is due to a breach or default by Purchaser of any of its obligations hereunder, then the provisions of Section 12(E)(i)(a) shall apply. At any time or times, Seller may elect to waive in writing the benefit of any of the Seller's Closing Contingencies set forth in this Section 7(C). Seller shall not be deemed to have waived any such Seller's Closing Contingencies, unless such waiver is set forth in a written document signed by Seller or its agent, and then only to the extent expressly set forth in such writing. 57726263v4 12 Execution Version Section 8. Closinrt. A. Conveyance and Possession. Seller shall convey title to Purchaser to the Property by delivery of a Quit Claim Deed ("Seller's Deem"). Seller shall cause the Seller's Deed to be in recordable farm, subject only to the Permitted .Exceptions. Seller shall deliver full and complete possession of the Property to Purchaser upon the Closing. B. Time, Place; Closing Escrow. (i) Time. The Closing will occur (i) no later than the 301 day following the later of the expiration of the Due Diligence Period; or (ii) on another date mutually agreed to in writing by the Parties (the "Clasin Date"). (ii) Place. The Closing will be at the office of the Title Company's office located at 1030 Higgins Rd., Suite 200, Parr Ridge, IL 60018 or such other location as may be mutually agreed upon by the Parties. The Parties need not physically attend a Closing. (iii) Closing Escrow. On or before the Closing, Purchaser and Seller shall establish an escrow in the usual form of deed and money escrow agreement then in use by Title Company with such changes made as may be necessary to conform with the provisions of this Agreement (a "Closing Escrow"). The Closing will be a "New York" style closing. C. Seller Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, in each case, fully executed (as applicable); (i) evidence reasonably satisfactory to the Title Company of the authority of Seller to consummate the Closing, including, without limitation, a certified copy of the ordinance or resolution authorising the conveyance, together with the number of "ayes" and "nays" for its passage, and evidence of any required publication, as well as evidence of compliance with the Seller's ordinance(s) which relate to the sale or transfer of municipal property, (ii) Seller's Deed and other instruments of transfer and conveyance transferring the Property, free of all liens other than the Permitted Exceptions, (iii) A "gap" undertaking in customary form and substance for the "gap" period" through the applicable Closing Date or the date of recording, as the case may be, (iv) a current farm of ALTA Statement (including a statement there is no Property Manager) in customary form and substance as required by the Title Company, (v) a counterpart to the closing statement, 57726263v4 13 Execution Version (vi) real estate transfer declarations or exemptions required by Applicable Laws (as defined in Section 12.1)(ii)), (vii) all other documents, certificates, forms and agreements required by this Agreement or Applicable Law or customarily required by the Title Company, in order to close the transaction, including any instrument, assurance or deposit required for the Title Company to insure over Unpermitted Exceptions in such form, terms, conditions and amount as may be required by the Title Company, (viii) a non -foreign affidavit under Section 1445 of the Internal Revenue Code, (ix) Certified and recordable copies of the resolution/ordinance authorizing the conveyance in the form required in the Title Commitment to be recorded at Closing, and (x) a marked -up signed Title Commitment or signed Pro Forma title policy. D. Purchaser's Closing Deliveries. At Closing, Purchaser shall deliver or cause to be delivered to Seller the following, in each case, fully executed (as applicable) and in form and substance reasonably satisfactory to Seller: (i) the Purchase Price, subject to the credits and other adjustments contemplated herein, (ii) a counterpart to the closing statement, (iii) A "gap" undertaking in customary form and substance for the "gap" period" through the applicable Closing Date or the date of recording, as the case may be, (iv) a current form of ALTA Statement in customary form and substance as required by the Title Company, (v) real estate transfer declarations or exemptions required by Applicable Laws (as defined in Section 12.D (ii)), (vi) all other documents, certificates, forms and agreements required by this Agreement or Applicable Law or customarily required by the Title Company, in order to close the transaction, (vii) a certified, approved and recordable copies of the Redevelopment Agreement, as signed by the Parties, which shall be recorded against the Property at Closing, (viii) such additional information and materials as the Title Company and Seller reasonably request to evidence Purchaser's compliance with its obligations 57726263v4 14 Execution Version under this Agreement or as otherwise required to be delivered by Applicable Laws, (ix) funds to satisfy the Purchase Price as addressed in Section 3 of this Agreement. E. Closing Costs. At Closing, Seller shall pay (i) the Remediation Credit, if any, applicable to Environmental Work completed prior to such Closing, (ii) 1/2 of the Title Company's closing fees related to such Closing, and (iii) the cost of the Title Policy and extended coverage over general exceptions. Purchaser shall pay (i) '/2 of the Title Company's closing :fees related to such Closing, (ii) 100% of the costs incurred in recording the Seller's Deed and the Redevelopment Agreement, and any other document required to be recorded by any entity providing funding to Purchaser, (iii) any costs incurred in connection with Purchaser's Due Diligence Activities related to the Due Diligence Period, (iv) the cost of any additional endorsements to the Title Policy requested by Purchaser, other than an extended coverage endorsement, and (vi) the cost of the Survey. F. Prorations. All ad valorem, special tax roll, or other real estate taxes, charges, and assessments, including special assessments and special service area taxes, affecting the Property (collectively, "Reat Estate Taxes") shall be prorated on an accrual basis and on a per diem basis, disregarding any discount or penalty and on the basis of the fiscal year of the authority levying the same. If any Real Estate Taxes are assessed against the Property as of Closing Date, then Seller shall give to Purchaser a credit at the Closing based on 100% of the last tax bill and the Parties agree that when the actual Real Estate Tax bili is issued that they will re -prorate the amount due. All water, sewer, and other utility charges, if any, shall be prorated as of Closing. Notwithstanding the foregoing, and as indicated in the Title Commitment, the Property has exempt status for Real Estate Taxes and therefore there will not be any credit for Real Estate Taxes at Closing unless the Seller loses its tax exempt status from the Cook County Assessor. Seller shall take all necessary action, whether before or after Closing, to obtain and/or maintain the exempt status of the Property for Real Estate Taxes assessed for the year in which the Closing occurs. If said exempt status is not maintained, other than due to the actions of Purchaser, the Parties will prorate Real Estate Taxes for the year in which the Closing occurs once the actual tax bills are issued and shall pay any amounts due pursuant to such proration within thirty (3 0) days after demand. The Parties agree to cooperate with each other to maintain the tax exempt status of the Property, including but not limited to Purchaser's agreement to refrain from filing any documents with any entity of Cook County (including but not limited to the Assessor, Treasurer, Board of Review, Maps Department, and Transportation Department) before the Closing. In the event the Property loses its tax exempt status, the Parties agree to cooperate to regain tax exempt status for the time period Seller owned the Property. The obligations of this Section 8.F shag survive Closing and the recording of Seller's Deed. Section 9. Casual Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Property occurring prior to the Closing. If prior to the Closing all or a material portion of the Property is condenuled, damaged or destroyed by an insured casualty, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance) toward the payment of the Purchase 57726263x4 15 Execution Version Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy and receiving an assignment from Seller of Seller's right, title and interest in any such awards or payments not theretofore received by Seller, or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrowee within ten (10) days after Purchaser has received written notice from Seller of such material condemnation, damage or destruction. If, prior to the Closing, a portion of the Property is condemned, damaged or destroyed and such portion is not a material portion of the Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller's right, title and interest in any unpaid awards or payments. For purposes of this Section 9, the term "material portion" shall mean greater than ten percent (10016) of the value of the Property or an absence of reasonable access to the Property. If the damage or destruction arises out of an uninsured risk, the Parties agree to proceed to Closing without any further consideration. Section 10. Brokers. Seller and Purchaser each represents and warrants to the other that it knows of no broker or other person or entity who has been instrumental in submitting or showing the Property to Purchaser. Seller hereby agrees to indemnify Purchaser for any claim for brokerage commission or finder's fee asserted by any person, firm or corporation claiming to have been engaged by Seller. Purchaser hereby agrees to indemnify Seller and Seller's Broker for any claim for brokerage commission or finder's fee asserted by any person, firm or corporation claiming to have been engaged by Purchaser. The obligations of Seller and Purchaser under this Section 10 shall survive the Closing. Section 11. Patriot Act. A. Definitions. All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) ("Patriot Act') and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including, but not limited to, Executive Order 13224 effective September 24, 2001, are collectively referred to as the "Patriot Rules" and are incorporated into this Section. B. Representations and Warranties. Purchaser and Seller hereby represent and warrant, each to the other, that each and every "person" or "entity" affiliated with each respective party or that has an economic interest in each respective party or that has or will have an interest in the transaction contemplated by this Agreement or in any property that is the subject matter of this Agreement or will participate, in any manner whatsoever, in the purchase and sale of the Property is, to the best of Purchaser's or Seller's knowledge: (i) not a "blocked" person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224, 577262630 16 Execution Version (ii) in full compliance with the requirements of the Patriot Rules and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury ("OFAC'), (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Rules and available to each other for review and inspection during normal business hours and upon reasonable prior notice, (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United. States claiming a violation or possible violation of the Patriot Rules, (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Rules, (vi) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Rules, and (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person or entity named in the Annex or any other list promidgated under the Patriot Rules or any other person who has been determined to be subject to the prohibitions contained in the Patriot Rules. C. Mutual Notice; Termination. Each parry covenants and agrees that in the event it receives any notice that it or any of its beneficial owners or affiliates or participants become listed on the Annex or any other list promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, the party that receives such notice shall immediately notify the other (the "Non -Blocked Party") and the effect of the issuance of a notice pursuant to the Patriot Rules is that the Non - Blocked Party may elect to either: (i) obtain permission from OFAC to proceed with the Closing, in which case, the Closing Tate shall be delayed until such permission is obtained, or (ii) send written notice to the other parry terminating this Agreement, in which event the Parties shall have no further rights or obligations under this Agreement, except for those rights, liabilities or obligations that survive a termination of this Agreement. Section 12 . General Provisions. A. Integration; Modification. This Agreement and the Redevelopment Agreement constitute the entire agreement between the Parties pertaining to the Property and supersedes all. prior agreements, understandings, and negotiations pertaining thereto. This Agreement may be modified only by a written amendment or other agreement that is lawfully approved and executed by the Parties. 57726263x4 17 Execution Version B. Further Actions, The Parties shall execute all documents and take all other actions consistent with this Agreement that are reasonably necessary to consummate the transactions contemplated in this Agreement. C. Deliberately Omitted. D. Interpretation. (i) Presurn tion. There is no presumption that this Agreement is to be construed for or against Seller or Purchaser, or either party as the principal author of the Agreement. Instead, this Agreement shall be interpreted in accordance with the general tenor of the language in an effort to reach the intended result. (ii) Compliance with -Applicable -Laws: Governing Law. In performing their obligations under this Agreement, the Parties shall comply will all applicable federal, state, and local statutes, regulations, requirements, ordinances, and other laws ("Applicable Laws"). The internal laws of the State of Illinois, without regard to its conflict of laws rules, shall govern the interpretation of this Agreement. (iii) Headings and Exhibits. The Section headings in this Agreement are used as a matter of convenience and do not define, limit, construe or describe the scope or intent of the text within such headings. The following Exhibits attached hereto are incorporated herein as an integral park of this Agreement: Exhibit A: Legal Description of Property Exhibit B: License Agreement Exhibit C. Title Commitment (iv) Non -Waiver. Except as expressly provided in this Agreement, the mere failure by a party to insist upon the strict performance of any obligation of this Agreement or to exercise any right or remedy related to a default thereof shall not constitute a waiver of its rights. If a party waives a right under this Agreement, that waiver shall not be deemed a waiver of any other right. (v) Severability, If any provision of this Agreement is invalid or unenforceable against any party under certain circumstances, then this Agreement will be deemed to be amended by deleting such provision. This Agreement will be enforceable, as amended, to the fullest extent allowed by Applicable Laws and so long as the amendment does not result in a failure of consideration. (vi) Time. Time is of the essence in the performance of this Agreement. If any date upon which action is required under this Agreement is a Saturday, Sunday, or legal holiday, the date will be extended to the first 577262630 18 Execution Version business day after such date that is not a Saturday, Sunday or legal holiday. E. Enforcement. (i) Default. (a) Seller's Remedies. In the event Purchaser shall default in its obligations under this Agreement, including its obligation to purchase the Property from Seller pursuant to this Agreement for any reason, except by reason of a material default by Seller and said Purchaser's default is not cured within ten business days of Purchaser's receipt of written notice from Seller, Purchaser shall be in breach of its obligations hereunder and Seller shall be released from any further obligations hereunder. BY INITIALING BELOW, PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE EARNEST MONEY DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, PURCHASER AND SELLER AGREE THAT SELLER'S RIGHT TO RETAIN THE EARNEST MONEY DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE EARNEST MONEY DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT (EACH A "PURCHASER'S ACTION'), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER'S ACTION; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO 57726253A 19 Execution Version SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO LIMIT PURCHASER'S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF PURCHASER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT r OR THE REDEVELOPMENT AGREEMENT. ACCEPTED AND AI&REEIJ TO: Seller urchaser (b) Purchaser's Remedies. In tfevent Seller shall default in any of its obligations under this Agreement for any reason, and said Seller's default is not cured within ten business days of Seller's receipt of written notice from Purchaser, except by reason of a default by Purchaser, Purchaser shall be entitled, as its sole and exclusive remedies, to either (i) (a) terminate this Agreement (by delivering notice to Seller which includes a waiver of any right, title or interest of Purchaser in the Property) and receive a refund of the Earnest Money or (b) if Purchaser so elects, pursue an action at law for recovery of Purchaser's actual out-of-pocket third - party costs incurred as part of Purchaser's due diligence efforts hereunder efforts to obtain the Approvals and non-refundable fees and expenses paid in connection with efforts to obtain financing, subject to the Maximum Liability Cap (as defined below in Section 12.E (v)), which action must be commenced, if at all, within the four (4) month period following the occurrence of such default of Seller (the "Limitation Period"); provided, however, that if, within the Limitation Period, Purchaser gives Seller written notice of such a breach and Seller commences to cure and thereafter terminates such cure effort, Purchaser shall have an additional thirty (30) days from the date of such termination within which to commence an action at law for third -party costs, as aforesaid, as a consequence of Seller's failure to cure or (ii) treat this Agreement as being in full force and effect and pursue only the specific performance of this Agreement, provided that Purchaser must commence any action for specific performance within four (4) months after the scheduled Final Closing Date. Purchaser waives any right to pursue any other remedy at law or equity for such default of Seller, including, without limitation, any right to seek, claim or obtain damages, punitive damages or consequential damages. In no case shall Seller ever be liable to Purchaser under any statutory, common law, equitable or other theory of law, either prior to or following the Closing, for any lost rents, profits, "benefit of the bargain," business opportunities or any form of consequential damage in connection with any claim, liability, demand or cause of action in any way or manner relating to the Property, the condition of the Property, this Agreement, or any transaction or matter between the parties contemplated hereunder. 57726263v4 20 Execution Version Purchaser's remedies hereunder are in addition to the right to receive the return of the Earnest Money to the extent it is not applied to the Purchase Price in connection with Purchaser's action for specific performance. Notwithstanding the foregoing, if the remedy of specific performance is not available to Purchaser due to the actions of Seller in conveying the Property to a third party within four (4) months after the scheduled Closing Date, Purchaser may seek any remedy against Seller available at law or in equity and shall not be subject to subject to the Maximum Liability Cap. In the event of any breach or default by Seller of a representation, warranty, covenant or obligation that survives the Closing, Purchaser shall be entitled to any and all rights and remedies available at law or in equity, subject to the aforesaid Maximum Liability Cap. (ii) Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and assigns, if any. (iii) Attomey Fees. In any litigation filed to enforce this Agreement, the Parties will be responsible to pay its own attorney's fees, except as noted above in Section 12.E (i)(a). (iv) Venue. Venue for any litigation concerning the enforcement of this Agreement shall be in the Circuit Court of Cook County, Illinois, or the federal district court for the Northern District of Il linois. (v) Limitation on Liability. In any action or actions brought to enforce the obligations of Seller under this Agreement or any other document delivered in connection herewith, the judgment(s) or decree(s) shall be subject to the provisions of this Section and shall, otherwise in any event, be enforceable against Seller only up to an aggregate maximum amount of $88,000 ("Maximum Liability Cap"). F. Execution of Agreement. (i) Corporate Authority Approval Rewired. (a) Effectiveness. Irrevocable Offer. Purchaser acknowledges that (1) this Agreement is not effective until it is approved by Seller's City Council in accordance with Applicable Laws and executed by the Seller's Mayor, (2) by executing this Agreement and delivering it to Seller, Purchaser has made an offer to Seller to enter into this Agreement, (3) such offer may be accepted by the lawful approval of the Agreement by Seller's City Council, and (4) that such offer is irrevocable until 30 days after approval by the City Council and execution by the Mayor. (b) Consideration. Purchaser acknowledges that Seller's good faith consideration of this Agreement and Purchaser's irrevocable offer, is adequate consideration for Seller's agreements in this Section. 57726263A 21 Execution Version (ii) Counte }arts and Effectiveness, The Parties may execute this Agreement in multiple counterparts, all of which taken together will constitute a single Agreement binding on the Parties, notwithstanding that the Parties are not signatories to the same counterpart. This Agreement will be deemed fully executed, and effective as of the Effective Date, when each party has executed at least one counterpart. Any signature of a party to this Agreement that is sent by that party to the other party via a telefax transmission or via an email transmission in a PDF format shall be deemed a binding signature hereto. Each party shall deliver an original signature to the other party upon the other party's request. (iii) representations and Warranties. Purchaser and Seller, represents and warrants to each other that (i) it has the requisite power and authority to enter into and perform the terms of this Agreement, (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have been duly authorized by all necessary action and authority and (b) do not violate any agreement to which it is a party, and (iii) no other proceedings on its part, other than as noted in this Agreement, are necessary in order to permit him, her, or it to consummate the transactions contemplated hereby, and (iv) the person executing this Agreement on its behalf, is fully authorized to execute this Agreement, and, by doing so, to bind or it to the obligations under this Agreement. G. Notices. Notices under this Agreement must be delivered (i) personally, (ii) by overnight delivery by a nationally recognized courier service, or (iii) by email, with the notice also being sent personally, by overnight delivery as set forth above, or by regular U.S, mail. Notices under this agreement must be sent to the following addresses or to such other or further addresses as a party may hereafter designate by notice: if to Seller: CITY OF DES PLAINES 1420 Miner St. Des Plaines, IL 6001E Attn.: Michael Bartholomew, City Manager Email: mbartholoinew(a)deslylaiiies.org with a copy to: Holland & Knight LLP 131 South Dearborn, 30'' .Floor Chicago, Illinois 60603 Attn: Peter Friedman Email: peter.friedniar9iti�,liklaw.com Email: meua.n.cawle0i hklaw.eom 57726263A 22 Execution Version if to Purchaser: 1425 ELLINWOOD APARTMENTS LLC 546 S. Summit St. Barrington, TL 60010 Attn: Joseph Z. Taylor III Email: jztaylor@compasspointdevelopment.com with a copy to: Stahl Cowen Crowley Addis LLC 55 W. Monroe St., Suite 1200 Chicago, IL 60603 Attn: Thomas G. Moffitt Email: tmoffitt@stahlcowen.com Any notice shall be deemed given upon actual receipt. Nothing in this Section will be deemed to invalidate a notice that is actually received, even if it is not given in strict accordance with :this Section. H. Time of Essence. Time is of the essence to this Agreement and to all dates and time periods set forth herein. 1. Deliberately Omitted. 1 Assignment by Purchaser. Purchaser may not assign its rights under this Agreement except that Purchaser may assign its rights under this Agreement without the prior written consent of Seller to any entity in which Purchaser or any of its members or managcrs have a substantial ownership interest, is a viable entity authorized to do business in Illinois, has the financial ability to purchase the Property and perform under the Redevelopment Agreement and which assignment conforms to the requirements under the Redevelopment Agreement. K. Recordation. This Agreement may not be recorded and any attempt to do so shall be of no effect whatsoever. [SIGNATURE PAGE FOLLOWS] 57726263v4 23 Execution Version The undersigned execute this Agreement on the dates next to their signatures and acknowledge that this Agreement will become effective as of the Effective Date. APPROVE© AS TO FORM ONLY ) �� G Der Plaines General Counsel ated SELLER: CITY OF DES municipality By: Name: Matthew A. Title: Mayor ATTEST: By: NaT. enni Cr 1,. Tsalapatanis Title: City clerk PURCHASER: home rule 1425 ELLI(NWOOD APARTMENTS LLC, an Illinois limited liability company By: B yvieu L , an it_ By: 57726263v4 24 ssPoint Venture Partners, limited liability company, Manager EXHIBIT A LEGAL DESCRIPTION OF PROPERTY PARCEL 1 A Execution Version THE SOUTHWESTERLY 16 FEET OF TIIAT PART LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET OF LOT 4 IN THE RESUBDIVISION OF LOT 1 (EXCEPT THE SOUTH 68 FEET THEREOF) IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO DES PLAINES, IN SECTIONS 17 AND 20, TOWN 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL I B THE EASTERLY FIFTY (50) FEET (EXCEPT THE SOUTHERLY 142 FEET THEREOF) OF LOT THREE (3) IN BLOCK THREE (3) IN PARSON AND LEE'S ADDITION TO DES PLAINES, IN SECTION 17, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL I C THAT PART OF LOT 2 LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET AND LYING NORTHEASTERLY OF THE SOUTHWESTERLY 142 FEET THEREOF IN BLOCK 3 IN PARSONS AND LEE'S ADDITION' TO DES PLAINES IN SECTION 17, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL I D THAT PORTION OF THE SOUTHWESTERLY 68 FEET OF LOT I LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET THEREOF IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES IN SECTIONS 17 AND 20, TOWN 41 NORTH, RANGE 12, EAST OF THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL I E THE NORTHEASTERLY 40 FEET OF THE WESTERLY 100 FEET OF LOT 3 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO THE TOWN OF DES PLAINES, BEING A SUBDIVISION OF LOTS 72, 73, 74, 139, 140, 141, 142, 143, 144, 145, 174, 175, 176, AND 177, IN TOWN OF DES PLAINES (FORMERLY TOWN OF RAND) AND PART OF SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PAIZCEI; 11" THE WESTERLY 50 FEET OF THF., EASTERLY 100 FEET (EXCEPT TIIE SOUTHERLY 142 FEET THEREOF) OF LOT 3 IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO [034425.0014/183 5925/61 A-1 Execution Version DES PLAINES IN SECTION 17, TOWN 41 NORTH, RANGE, 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1 G THE SOUTHWESTERLY 20 .FEET OF THE NORTHEASTERLY 204 FEET TOGETHER WITH THE SOUTHEASTERLY 50 FEET OF THAT PART LYING SOUTHWESTERLY OF THE NORTHEASTERLY 204 FEET OF LOT 4 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO TOWN OF DES PLAINES, BEING A SUBDIVISION OF LOTS 72, 73, 74, 139, 140, 141, 142, 143, 144, 145, 174, 175, 176, AND 177 IN TOWN OF DES PLAINES IN SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS. AND THAT PART OF LOT 4 LYING SOUTHWESTERLY OF TIIE NORTHEASTERLY 204 FEET AND NORT14WESTERLY OF TIIE SOUTHEASTERLY 50 FEET THEREOF IN BLOCK 3 IN PEARSON AND LEE'S ADDITION TO TOWN OF DES PLAINES IN COOK COUNTY, ILLINOIS. P.I.N.s: 09-17-418-022 678 Lee St. 09-17-418-036 and 9-17-415.037 686 Lee St. 09-17-418-033 688 Lee St. 09-17-418-029 700 Lee St. 09-17-418-032 665 Graceland 09-17-418-039 671 Graceland 09-17-418-040 671 Graceland For purposes of this Agreement this property is commonly called 665-671 Graceland Ave., Graceland Ave., Des Plaines, Illinois. [034425.0014/1835925/61 A-2 Execution Version EXHIBIT B LICENSE AGREEMENT (to be attached by the Parties by or before the end of Due Diligence) 577262630 B-1 EXHIBIT C TITLE COMMITMENT ALTA COMMITMENT FOR TITLE INSURANCE ✓ CHICAGO TITLE TNSURANCE COMPANY NOTICE Execution Version iC-rsr -/.?I /fry' Commitment Number: 18003058NC IMPORTANT - READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I -Requirements; Schedule B, Part II -Exceptions; and the Commftment Conditions, Chicago Title Insurance Company, a Florida corporation (the "Company'), commits to issue the Policy according to tete terms and provisions of this Commitment. This Commitment Is effective as of the Commitment Date shown In Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule loth the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I -Requirements have not been met within one hundred eighty (180) days after the Commitment Date, this Commitment terminates and the Company's liability and obligation end. This page is only a pad of a 2016 ALTAO Comm1ment for TO Insurance Issued by Chicago 77fle Insurance Company. This Carnrdbnent Is not valid I &*W the Notice; the Commitment to Issue Polky, the Commitment Cond ions; SvWula A- Schedule EL Pad 4R00rements; Schedule 9, Pert h-Exc(rptid & and e cormter-signsfors by the Company or its issuing agent that maybe in alactronk form Copyright American Land TTtts Association. All rights reserved. The use of this Form for any derivative lhareafj IS restricted to ALTA ImensWil and ALTA members In goad standing as of the date of use. All other uses are wohbtud. RevrinM Ursler I cansa iron the American Land TWe Association. ALTA Camrwwwt tar Teft Insuranta laA+alrRalal - - Prirriad: b631,1a$1e^Si AR! Pv)e 4 16CT�FAa3e21adYiltCa-9P'61-7o-taDF7aSaMv 57726263v4 C-1 Chicago Title Insurance Company By. 4 ] y rp+l 1 President �. Attest: Secretary This page is only a pad of a 2016 ALTAO Comm1ment for TO Insurance Issued by Chicago 77fle Insurance Company. This Carnrdbnent Is not valid I &*W the Notice; the Commitment to Issue Polky, the Commitment Cond ions; SvWula A- Schedule EL Pad 4R00rements; Schedule 9, Pert h-Exc(rptid & and e cormter-signsfors by the Company or its issuing agent that maybe in alactronk form Copyright American Land TTtts Association. All rights reserved. The use of this Form for any derivative lhareafj IS restricted to ALTA ImensWil and ALTA members In goad standing as of the date of use. All other uses are wohbtud. RevrinM Ursler I cansa iron the American Land TWe Association. ALTA Camrwwwt tar Teft Insuranta laA+alrRalal - - Prirriad: b631,1a$1e^Si AR! Pv)e 4 16CT�FAa3e21adYiltCa-9P'61-7o-taDF7aSaMv 57726263v4 C-1 Execution Version CHICAGO TITLE INSURANCE COMPANY COMMITMENT NO. 18003069NC Transaction ldentlflcadon Bate for reference only: ORIGINATING'OFFICE: : FoWtEI'TLEMENTINQUIRIES, CONTACTi ; Chicago Title Insurance Company Chlcago Title and Trust Company 10 South LaSalle Street, Suite 3100 10 South LaSalle Street, Sults 310D Chicago, IL 60603 Chicago, IL BM3 Main Phone: (312)2234827 Main Phone: (312)2234627 Main Fax (312)2233018 Email: chicagocommerclalactLoom Issued By: Chicago Tifle Insurance Company 10 South LaSalle Street, Suite 3100 Chicago, IL 60603 Order Number: 180030SONO Property Ref,: 665-71 Graceland Avenue, Des Plaines, IL 80018 SCHEDULE A 1, Commitment Date: February 13, 2018 2- Policy to be issued: (a) ALTA Owner's Policy 2006 Proposed Insured: Bayview-Compasspolnt Venture Partners LLC Proposed Policy Amount: $880,.000.00 (b) ALTA Loan Policy 200.6 Proposed Insured: Lender with a contractual obligation under a loan agreement with the Proposed Insured for an Owner's Policy Proposed PolicyAmount: $10,000.00 3. The estate or Interest in the Land described or referred to in this Commitment is: Fee Simple 4. Title to the estate or interest in the Land is at the Commitment Date vested in: The City of DesPlaines, A Municipal Corporation Ms+ page s vty a W ore 1Qt8 ALrAs ComfnBrrxtrit fur Toff 41Swarrar i"UoA by Chlsaw Tr110 lnsurarxa Cavnpony. This ComrWo wl 4 nor VOU w1hMe fho trcdiw: fM Can-mrinww to leave Paddy, go C&wwmw t C©ndrTi^ Sclfo Ve A; Schedale E Parl i-RagwremWS; Scheduv E Part 11-EMOMS; and a otr rrrdur,wal" by the Cwwfjy ores tsUM agent Ilial mar/ N in edodwk lorrrc CopyrigMAmerican UmdTldaAssoclallvn, At rights rosa"L The Ifs* of M Farm (of sny dartva9ve Ihemoo it metr;rj W to ALTA kliensc93 and W,A memhers 1n guaa sundtrq al of the data of use. All other UM are proWlgllad, Reof(nled Under BwSe I= the Rm..erlcan Land Tdlo AsaddaWn, �r4nma os.bt.rs eo:" ai: 71L7A CGs'+m4rtfar Mlle pliwsata tGEJ4idi4fel Paas 2R•CY-r�Ab�-0afG0_a"�f40P-$Prr1•i�tE903R6aHG 57726263v4 C`2 CHICAGO TITLE INSURANCE COMPANY SCHEDULE A (continued) 5. The Land is described as follows: PARCEL 1A Execration Version COMMITMENT NO. 18003068NC THE SOUTHWESTERLY 16 FEET OF THAT PART LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET OF LOT 4 IN THE RESUBDIVISION OF LOT I (EXCEPTTHE SOUTH 68 FEET THEREOF) IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO DES PLAINES, IN SECTIONS 17 AND 20, TOWN 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 18 THE EASTERLY FIFTY (50) FEET (EXCEPT THE SOUTHERLY 142 FEET THEREOF) OF LOT THREE (3) IN BLOCK THREE (3) IN PARSON AND LEE'S ADDITION TO DES PLAINES, IN SECTION 17, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCELIC THAT PART OF LOT 2 LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 FEET AND LYING NORTHEASTERLY OF THE SOUTHWESTERLY 142 FEET THEREOF IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO DES PLAINES IN SECTION 17, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL10 THAT PORTION OF THE SOUTHWESTERLY 68 FEET OF LOT 1 LYING NORTHWESTERLY OF THE SOUTHEASTERLY 150 PEET THEREOF 1N BLOCK 3 IN PARSON AND LEE'S ADDITION TO DES PLAINES IN SECTIONS 17 AND 20, TOWN 41 NORTH, RANGE 12, EAST OF THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 1E THE NORTHEASTERLY 40 FEET OF THE WESTERLY 100 FEET OF LOT 3 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO THE TOWN OF DES PLAINES, BEING A SUBDIVISION OF LOTS 72, 73, 74, 139, 140. 141, 142, 143, 144, 145, 174, 175, 176, AND 177, IN TOWN OF DES PLAINES (FORMERLY TOWN OF RAND) AND PART OF SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCELIF THE WESTERLY 50 FEET OF THE EASTERLY 100 FEET (EXCEPT THE SOUTHERLY 142 FEET THEREOF) OF LOT 3 IN BLOCK 3 IN PARSONS AND LEE'S ADDITION TO DES PLAINES IN SECTION 17, TOWN 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. This page is ordy apart cis 20 f6 ALTA® Commiftonf lar Tift Insurance issued by Chicago Tolle Insurance Company. This Coamhnenl is not vedd sdfllout the Notice; the Commitment to Issue Policy, the Commdrrrent Conditions; Schedule A; Schedule A Part I -Requirements; Schedule S. Pert II -Exceptions; and a counfers4nalum by the Cbmpmry a ds issuing agent that may be in a c-:.,rw;lc tam. Copyright American Land Title Association. All rights reserved, The use of this form (or any dorivaovm it:croco 18 restricted to ALTA 11cen3eas ars ALTA mcrnuers in good standing as of the dale of use. AH other uses are o mhWed, Reprinted urldor license from Uta American Land Title Assoctatlom Ari i ca �m ens t+cr T,ea u,wance taero+rmte} Pegs 3 IL•CT-FAe3-e2100.231400-Sv S4-1I.IIW30UK 57726263v4 C-3 Execution Version CHICAGO TITLE INSURANCE COMPANY COMMITMENT NO, i8003068NC SCHEDULE A (Continued) PARCEL 10 THE SOUTHWESTERLY 20 FEET OF THE NORTHEASTERLY 204 FEET TOGETHER WITH THE SOUTHEASTERLY 50 FEET OF THAT PART LYING SOUTHWESTERLY OF THE NORTHEASTERLY 244 FEET OF LOT 4 IN BLOCK 3 IN PARSON AND LEE'S ADDITION TO TOWN OF DES PLAINES,. BEING A SUBDIVISION OF LOTS 72, 73, 74, 139. 140, 141, 142. 143, 144, 1145.1174.175'176. AND 177 IN TOWN OF DES PLAINES IN SECTIONS 17 AND 20, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS, AND THAT PART OF LOT 4 LYING SOUTHWESTERLY OF THE NORTHEASTERLY 204 FEET AND NORTHWESTERLY OF THE SOUTHEASTERLY 60 FEET THEREOF IN BLOCK 3 IN PEARSON AND LEE'S ADDITION TO TOWN OF DES PLAINES IN COOK COUNTY, ILLINOIS. EENO OF SCHEDULE A N,r M,- a wly a pea d a 2016 ktA'A Ccmr —, I fur idle Inuomce wV0 Ey Cftw T& IrSWa— Company- Thts c4flMlamd is nqf waEd wvw fm faotice " Cammhrmf IV rssn Policy, fhs .`bonaman! Coadfkns; Schad* A; SoWufaS. Pail-flaqudamalds. Sc+wV00- Pe4XEn8AvW Aad a ;un-W—S)Fatum by Iho Cerrc-rny Vft fssvirq now fha; may to M ePesk� km JS � Copyright American Land Tltlo Assoclallon. All rights lesarvad. The use of this Fain toe arty oemist}vo lhemafl ty rea=tad 10 ALTA gcenseas and ALTA I umbels In goad stand'0o as of the date of use. All e@!af Azas are FI-uhlblled. i4L_ IrA", l uroy lzen5e from the Amedcail Lend TIM Asaodaw. A«TA Caps "Cnt W 100 Wvfinc6(OW0 t`2016) POP ly G7-FAa3-021IX17314M-SP84' s 4'3a00S45VX 57726263v4 C-4 Execution Version CHICAGO TITLE INSURANCE COMPANY COMMITMENT NO. 18003068NC SCHEDULE B, PART I REQUIREMENTS All of the following Requirements must be met: 1. The Proposed Insured mus[ notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest In the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. fay the agreed amount for the estate or interest to be insured, 3. Pay the premiums, fees, and charges for the Policy to the Company: 4 Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recordad in the Publ?c Recdrds S. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. 5. Se advised that the "good funds" of the title insurance act (215 ILCS 155126) become effective 1.1-2010. This act places limitations upon the settlement agent's ability to accept certain types of deposits into escrow. Please contact your local Chicago Title office regarding the application of this new law to your transaction. 7. Effective June 1, 2009, pursuant to Public Act 95-988, satisfactory evidence of Identification must be presented for the notarization of any and all documents notarized by an Illinois notary public. Satisfactory identKcation documents are documents that are valid at the time of the notarial act; are issued by a state or federal government agency; bear the photographic image of the individual's face; and bear the individual's signature. 8. The Proposed Policy Amount(s) must be Increased to the full value of the estate or Interest being insured, and any additional premium must be paid at that time. An Owner's Policy should reflect the purchase price or full value of the Land. A Loan Policy should reflect the loan amount or value of the property as collateral. Proposed Policy Amount(s) will be revised and premiums charged consistent therewith when the final amounts are approved. END OF SCHEDULE t3, PART I This page is only a pad of a 2016 AL TAM Coma0manf for Rio Insurance issued by Chicago rdfe Insurance Company. T6fs Ccmnvlment Is roof vsW 16411061 Bre Notice, ft Commitment to Issue WXY ft C&WWmeaf Cwebns. ScheduraA, ScheduleA Pad)•ReQz:>r',-w4 ScWduleA pad fl-FxwPoru, and e coimfersignalure by rfie Company abs issuing agent lhet may be In a ec! o L: tam ert•� o�+vrr Copyright American Land Tine Association. All rights reserved. The use of this Form;ur any derivative thmedr) is restricted to ALTA licensees and ALTA members in good standing as or the talc or use. Ali Wier uses am !ad pronrbi, RoprLIMd under license from the AmericanTitl Land e Aaeddatton. _— .� _....__e _...----- —' AL.`R C[rntnr7Anen1 roe Ti+la wsurtnta ddar4f rfataj - Prinftd: e537.7e Q 11): 19 AY Poe. a 1L�T•F1�aSaiiCa.�.7sark7.8rTs•s-re-raCa3R5arti6 57726263v4 C-5 Execution Version CHICAGO TITLE INSURANCE COMPANY — — _—COMMITMENT NO. ISOD3058NC SCHEDULE B, PART ii EXCEPTION$ THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL. ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: General Exceptions 1. Rights or claims of partles In possession not shown by Public Records. 2. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land. 3. Easements, or claims of easements, not shown by the Public Records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, Imposed by law and not shown by the Publ(c Records, 5. Taxes or special assessments which are not shown as existing liens by the Public Records, 6. We should be furnished a properly executed ALTA statement and, unless the land insured Is a condominium unit, a survey If available. Matters disclosed by the above documentation will be shown specifically. 7 Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I -Requirements are met. This page is only a pert of a 2018 ALTAe Commitment for Tdia lasurenco issued by Chkago Tata Insurance Company. This Commitment is not valid without the Notice: the ComWmsnl to Issue Pdky the Corm tment Conddims; Schedule A.' Schedule a Part I•RepufremsnW Schedule a Pad U xoopl ma and a ownfereignature byfhe Company or Its Bsaing agent that maybe In elecinmic Ibnn. err Copyright American Land Title Association. All rights reserved. The use of this Form (or any derival(ve thereof) Is resMied to ALTA licensees and ALTA members In good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Lend mite Association. Page 6 ILLT 57726263x4 C-6 Execution Version CHICAGO TITLE INSURANCE COMPANY COMMITMENT NO. 18003058NC E 8. SCHEDULE B, PART 11 EXCEPTIONS (continued) 1. Taxes for the year(s) 2017 and 2018 2018 taxes are not yet due or payable. 1A. Not9: 2017 first Instailment is due March 1, 2018 Note: 2017 final Installment not yet due or payable Perm tax# PCI Year 1 at Inst Stat 09-17-418-022-0000 1 o18 2017 Not Billed 09-17-418-029-0000 2 of 8 2017 Not Billed 09-17-418-032-0000 3 of 8 2017 Not Billed 09-17-418-033-0000 4 of 8 2017 Not Billed 09-17-418-038-0000 5 of 8 2017 Not Billed 09-17-418-037-0000 6 of 8 2017 Not Billed 09-17-418-039-0000 7 of 8 2017 Not Billed 09-17-418-040.0000 8 of 8 2017 Not Billed Perm tax# 09-17-418.022-0000 Pcl 1 of 8 Volume 89 3A The general taxes as shown below are marked exempt on the Collector's warrants. Year(s): 2016 and DdCr Unless satisfactory evidence Is submitted to substantiate said exemption our policy, if and when issued, will be subject to said taxes. Perm tax# 09-17-418-029-0000 Pcl 2 of 8 Volume 89 3B. The general taxes as shown below are marked exempt on the collector's warrants. Year(s). 201ti and prior Unless satisfactory evidence Is submitted to substantiate said exemption our. poflcy, if and when issued, will be subject to said taxes. Perm tax# 09-17-418-032-0000 Pcl 3 of 8 Volume 89 3.0 The general taxes as shown below are marked exempt on the collector's warrants. Year(s): 2016 and prior Tars page is c rty a part ole ?0 (6 ALf O Ce;A%NW.f Aar rdfa tnS"%g nalxld ay Cra:Ce0a TAItr h+SWWXe ConWary. Tint C-amm S amr k r1a OW Whaut Me Ahkro ma con m'i"04 to issue poky. Me Cammgmanf Ccnorjj. Sa A: Stllalldo 6, So':odufs fl ✓ 1 J!-EXCepr+cra: end a counror.slgss!in by (he C mitarry arks tmft eyeM that mai' be In eled** form Copyright American land This, Assoelatlon. All rights reserved. a, YIMnMF The use of this Form (or any d0rNativv thoreaq Is restricted to ALTA µcemces and ALTA moTbern In goad shuxlI g as of titi> ax of use. Fal other us s are prc it;Ud. neprTnied vender Iastnse from the American Land Sltre As-.=40on ALT,kCcMsr1n Dht for Ties Mwlarec (o&�at fatal anrsz° s s,2a.is � +a: ss +rA Pp0 7 li-C4•Fl.A.7.41 F�Ja 217�Ua.tFa"7.7 FF4i3a?C5@t1C 37726263v4 C-7 Execution Version CHICAGO TITLE INSURANCE COMPANY COMMITMENT NO. 18003068NC SCHEDULE B, PART II EXCEPTIONS (continued) Unless satisfactory evidence is submitted to substantiate said exemption our policy, if and when issued, will be subject to said taxes. Perm fax# 09-17-418-033-0000 Pct 4 of 8 Volume 89 30 The general taxes as shown below are marked exempt on the collector's warrants. Year(s): 2016 and prior Unless satisfactory evidence Is submitted to substantiate said exemption our policy, if and when issued, will be subject to said taxes. Perm tax# 09-1 7111 8-036-00 00 Pcl 5 of 6 Volume 89 3E The general taxes as shown below are marked exempt on the collectors warrants. Year(s): 2016 and prior Unless satisfactory evidence Is submitted to substantiate sald exemption our policy, if and when issued, will be subject to said taxes, Perm tax# 09-17A18-037-0000 Pct 6 of 8 Volume 89 3F The general taxes as shown below are marked exempt on the collector's warrants. Year(s): 2016 and prior Unless satisfactory evidence is submitted to substantiate said exemption our policy, if and when Issued, will be subject to said taxes. Perm tax# 09-171118-039-0000 Pcl 7 of 8 Volume 89 3G The general taxes as shown below are marked exempt on the collector's warrants. Year(s): 2016 and prior Unless satisfactory evidence is submitted to substantiate said exemption our policy, If and when issued, will be subject to said taxes. Perm tax# 09-17418-040-0000 PCI 8 of 8 Volume 89 3H The general taxes as shown below are marked exempt on the collector's warrants. Year(s): 2016 and prior Unless satisfactory evidence is submitted to substantiate said exemption our policy, if and when issued, will be subject to said taxes_ This page is only a pad of a 2016 ALTAO CommTment for Tale Insurance issued by Chicago Title Insurance Company. ibis Cuxnmbnenf is lief VeBd WifheW the Nolke; ft Commitment to Issue Policy. the Comm0menl Condtions; Schedule A; Schadufe6, pad) -Requirements; Sdredu%A Pad+I-Exoepltbns; and a sounter4ignature by the Company or its issuing agent fhat may be in electronic toren. Copyright American Land Title Association. All rights reserved. Cr The use of Ins Fofm (w any derivative thereof) Is restricted to ALTA licensees and ALTA members an good sir MIng as of the dale of rue. All other uses are prahf kW. Ftsprinted under averse from the Arnertcan Land Tt4e Ass.odation. ALTA ;:"M MWtfW TMa lnWturoi losmtr2etgY - - P&"d 052t. Ica 10:35 Ara P,009 rL•CT•FAaSeirOa.23]/OeSPSt•1&fa 0$8h'C 57726263v4 C'8 Execution Version CHICAGO TITLE INSURANCE COMPANY COMMITMENT NO.48003058NC SCHEDULE B, PART II EXCEPTIONS (continued) A 9. The Company may pay current year Coop County taxes when furnished an original tax bill at or before the time the Company is requested to make payments. If an original tax bill is not furnished, the Company will pay current taxes via ach payment, which results In an additional S7 duplicate tax bill fee payable to Cook County and calfected from the taxpayer at closing, 10. Note: The land lies within a county which is subject to the Predatory Lending Database Act (765 ILCS 77/70 at seq. as amended). A Certificate of Compliance with the act or a Certificate of Exemption therefrom must be obtained at time of closing in order for the Company to record any Insured mortgage. If the closing is not conducted by the company, a certificate of compliance or a certificate of exemption must be attached to any mortgage to be recorded. Note: for Kane, Will and Peoria counties, the act applies to mortgages recorded on or after July 1, 2010. F 11. Please be advised that our search did not disclose any open mortgages of record. If you should have knowledge of any outstanding obligation, please contact the Title Department Immediately for further review prior to closing. T 12. Items as disclosed by plat of survey no. 10149ALTA-P1 prepared by Spaceco Inc, dated March 23, 2018 including but not limited to: transformers on concrete pads, AT&T Vaults, electrical uprights, utility cans, storm sewers, manholes, and Commonwealth Edison overhead lines. S 13. An encroachment of the awning situated on land adjoining to the North Into or onto said Land by 1.6 feet to 2 2 feet, as disclosed by survey made by Spececo Inc., dated March 23, 2015, order no. 10149ALTA-P1. G 14, Existing unrecorded leases and all rights thereunder of the lessees and of any person or party claiming by, through or under the lessees. H 16. The Company should be furnished a statement that there is no property manager employed to manage the land, or, in the alternative, a final Ilea waiver from any such property manager. 1 16: Municipal Real Estate Transfer Tax Stamps (or proof of exemption) must accompany any conveyance and certain other transfers or property located in Des Plaines. Please contact said municlpaitty prior to closing liar Its specific requirements, which may include the payment of fees, an inspection or other approvals. This page Is only a pert of a 10f6 ALTAo Corranffinent for rale insurance issued by Chicago Trite Insurance Company. This Commlmarif is not valid **hold the Notice; drs Canmitmard to Issue Pobcy, the C-omitmenf Conditiom Schedule A; Schedule 6,, Part t•Requfrernentr St ImUe d part iLEXn Vr 3; mrd a counfer-679naflxe by fM Corrpny or Its isstang agenf that may be In efecfronic hxm. asrsrw� Copyright Amorican Land Title Association. All rights reserved. nm The use of lhlra Form far arty ocilvativa awmof9 is rostrioed to ALTA licensees and ALTA rnembors In good standing as c . of the date of use. All other uses are prohObVed. Reprin[ad under license hem the American Land Tnla Aa soda Han. AETJI CemmafnAn[ }er Ts7e FyVr1nW (ee+eYrTa 769 Pgetad PS -1- S Rise � 10.38 AM Pope 9 CL�t:i;Aa3d7tp[C93t4LIG-epSL16.1e4`i110.4aWC 57726263v4 C-9 Execution Version CHICAGO TITLE INSURANCE! COMPANY COMMITMENT NO. 18003058NC SCNEOULE B, PART I( EXCEPTIONS (continued) 1 17 In order for the Company to insure litle coming though the sale or transfer of Land from the municipality in title, tho Company should be furnished a certified copy of the Ordinance or Resolution authorizing the conveyance, together with the number of "ayes" and "nays" for its passage, and evidence of any required publication. It said municipality is a "Home Rule Unit' pursuant to Article 7, Section 6 of the Illinois Constitution, the Company should be furnished evidence of compliance with the munlclpality's ordinances) which relate to the sale or transfer of municipal property: The Company reserves the right to add additional items or make further requirements after review of the requested documentation. 18, The Company will require the following documents for review prior to the issuance of any title Insurance predicated upon a conveyance or encumbrance from the entity named below. Limited Liability Company: Bayview•Compasspoint Venture Partners LLG a. A copy of its operating agreement, If any, and any and all amendments, supplements and/or modifications thereto, certified by the appropriate manager or member. b. If a domestic Limited Liability Company, a copy of its Articles of Organization and all amendment thereto with the appropriate filing stamps. c. if the Limited Liability Company is member -managed a full and complete current list of members certified by the appropriate manager or member. d. A current dated certificate of good standing from the proper governmental authority of the state in which the entity was created e. If less than all members, or managers, as appropriate, will be executing the closing documents, furnish evidence of the authority of those signing. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. 19. Easement(s) for the purpose(s) and rights incidental thereto, as granted in a document to Commonwealth Edison Company and Centel Telephone Company, for purpose construct, operate, maintain, renew, rbtocate and remove, from time to time, poles, wires, cables, conduits, manholes, transformers, pedestals and other facililles used in connection with overhead and underground transmission and distribution of electricity, sounds and signals, together with the right of access to the same and the right from time to time to trim or remove trees, bushes and saplings and 10 clear obstructions from the surface and subsurface as may be reasonably required incident to , recorded on November 14, 1991 as Document No. 91600806, affects the Land. . This page k oary a pad of a 2015 ALTAo Commdment for Me Insunyw Issued by Chicago Tdla Ins&ance Company, This Cwnmbnenl is not vafd wdhord the Notice: the Commitment to Issue Policy, the CMIMilMent Condiifons; Schedule A; Schedule A Pad tataVrems.'9.5, Schedule e, Part ti-ExceOOns; and a countersignature by the company ails issuing agont that may be in elechenic form Copyright American Land Title Association. All rights reserved, The use of this Form lar any denvaave theFeo(t is restricted to ALTA licensees and ALTA members logon standing as of Vie date of use, Mather uses are pro*Stilled. Reprinted undar t cunsa (rem the Arriencan Lard TAW ASee-aban. ALTA Ccmrmbnant foe 714s ir�Wrixe [aB+QiP74faJ _ m -- n"1M.. 45-21.1! 4 %33 Alai Pape 10 ILC T-FA93-02'Pa 2�idG:+?5.1.1&tiCG]i95a:iC 37726263v4 C-10 Execution Version CHICAGO TITLE INSURANCE COMPANY _ COMMITMENT NO. 18003058NC SCHEDULE B, PART II EXCEPTIONS (continued) 8 20 Effective June 1, 2009, if any document of conveyance for Cook County Residential Real Property is to be notarized by an Illinois notary, public, Public Act 95-988 requires the completion of a Notarial Record for each grantor whose signature Is notarized. The Notarial Record will include the thumbprint or fingerprint of the grantor. The grantor must present identification documents that are valid; are issued by a state or federal government agency, or consulate; bear the photographic image of the individual's face; and bear the Individual's signature. The Company will charge a fee of $25.00 per Notarial Record. For each policy to be issued as identified in Schedule A, Item 2; the Company shall not be liable under this commitment until it receives a designation for a Proposed Insured, acceptable to the Company. As provided in Commitment Condition 4, the Company may amend this commitment to add, among other things, additional exceptions or requirements after the designation of the Proposed Insured. 22. Anything In this policy and any endorsement thereto notwithstanding, the liability of the Company under said policy shall not exceed the sum of $ (being the amount actually disbursed of the proceeds of the ban secured by the mortgage described in Schedule A at the date of said policy) and costa which the Company is obligated under the conditions and stipulations to pay, but such liability shall be Increased by the sum of each subsequent disbursement made under said mortgage up to the face amount of the policy; subject, however, with respect to each such increase, to any dolects, liens, encumbrances, adverse claims orother matters which may be disclosed upon an examination of the title to the estate of inlerest in solo Land subsequent to the preceding examinallon and down to and including the date of each disbursement. 23 Note for information (Endorsement Requests): All endorsement requests should be made prior to closing to allow ample time for the company to examine required documentation. Note: before any endorsements can be approved, we should be informed as to the land use and as to what type of structure is on the land, (This note will be waived for policy) END OF SCHEDULE 8, PART It This page is Doty a part of a 2016 ALTAG Comms oml for rdle Insurance issued by Chicago Title Insurance Company. This Coma ifineal Is not vefid 0houf the Notice, Me Commitment to Issue Policy, the Cownifmarit Conditions; Schedule A- Schedule S Part 1-Requirements,Schedule A Part Mxow tk m; and a counter-sgnarum by the Company or ds issuing agent that may be In eleobonic form. copyright American Land Title Assoclatlon. All rights raaerved.•I.,r.7M:P :ilio The use of this Farm toe any dertva5ua thareolt Is restrleted to ALTA Heenseea and ALTA memterf In goad standing as of the data of use. Ali olhar uses are prohViod. Reprimad unoor !) onee Imm the American Land TO Amodhtlart ALTA CP,ima+neM.ivr 7tJa 4nuranca i4aealrtiii4l - - PncrW: ef..Il. TO 0 MMT AM Paye 11 IL-GT-FAea-01144.7311or}3Ps-1-15-1 M903444%,C 57726263x4 C-11 Execution Version CHICAGO TITLE INSURANCE COMPANY COMMITMENT NO, 18003058NC COMMITMENT CONDITIONS 1, DEFINITIONS (a) *Knowledgo" or "Known": Actual or Imputed knowledge, but not Conalrucllve notice Imparted by the Public Recards. (b) 'Land": The land described in Schedule A and affixed improvements that by tour constitute real property. The form "Land' does not include arty property beyond the lines of the area described In Schedule A, nor any right, title. Interest, estate, or easement In abutting streets. roads, avenues, alleys, lanes, ways, or waterways, but Ihls does not modify of 6mtt the extent that a right of access to and from the Land Is to be Insured by the Palley (c) "Mortgage-: A mongage, deed of trust, or other security Instrument, Including one evidenced by electronic means authorized by law, (d) "Policy": Each Contract of title Insurance. In a form adopted by the American Lend Title AssodadorL Issued or to be Issued by the Company pursuant to this Commitment (e) "Proposed insured-: Each person Idemifled In Schedule A as the Proposed Insured of each Policy to be Issued pursuant to this Commitment (Q -Proposed Policy Amount': Each dollar amount specified In Schedule A as the Proposed Policy Amount of each Policy to be Issued pursuant to this Commilment (g) "Public Records': Records established under stale statutes at the Commitment Date for the purpose of Imparting constructive notice of matters relating to real properly to purchasers for value and velthoul Knowledge. (h) 'Tine": The estate or Interest deacdbed In Schedule A. 2, If an of the Schedule e, Part ?-Requirements have not been met within the time period specified in the Commitment to issue Policy. this Commitment terminates and the Company's Ilablllty and obligation and. 3. The Companys liability and obligation Is limited by and this Commitment Is not valid without: (a) the Notice; (b) the Commitment to Issue Policy, (c) the Commitment Conditions: (d) Schedule A; (e) Schedule S. Part I -Requirements: (0 Schedule B, Part II -Exceptions: and (g) a counter -signature by the Company or Its Issuing agent that may be In electronic form. 4. COMPANY'S RIGHT TO AMEND The Company may amend this Commitmont at any iimc. If fix Company amenda this Commllrnant to add a dialect. Non, encumbrance, adverse claim, or ether matter rseanlad In the Public Rn.ord5 prior to the Commitmem Date, any lisKihy of the Comparsir Is limited by COmmemont Condition 5, The Company shall not be liable for any other amendment to this Commitment 5. LIMITATIONS OF LIABILITY (a) The Compuny'a Ilawry under Commitment Condition 4 13 limited to the Propoae7 insuren. actual expense Incurred In (he bnarval between the Cornpeni+s delivery to the Proposed Insured of the Commitment arxr the delivery or the amonCed Commitment, reaulting from I" Proposed Insured's good faith reliance lo: (I) comply with the Schedule B, Pall I -Requirements; (il) eliminate, with the Company. written consent, any Schedule B, Part II -Exceptions: or (III) acquire the Tule or create the Mortgage covered by this Commitment. (b) The Company shall net be liable under Commitment C Donlon 5(a) it the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about It In willing. (c) The Compxny wit only haus tiab&ly under Commitment Condttlon4 If the Proposed Insured would not have Incurred the expense had the Commlirri included tho added matter when lite COMI, ilment was first delivered to the Proposed Insured, (d) The Company's llahully shall mol exued the lesser of the Proposed Insured's actual expense incurred In good faith and described In Commitment CondiGors 5(o)p) trtrough 5(d)(Nq or the Proposed Policy Amount. (e) The Company shall not ba liable for the content of ilia TratimtI[on Idonlfticallon Data, If any. (Q In no event shog the company be obligated to issue Iho PoNcy retdmed to in thls Commitment unless all of the Schedule B, Part l.Requkemants have been mel to the sallvfuaon of the Company. (g) In any event, the Comparro liability Is limned by the farms and provisions of the Policy. b. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any clalm must be based In contract and mus( be reatdeted solely to the terms and provisions of this Commitment. This page is only a par+ Otis 2016 ALTA® Commihrorrt for Title Insurance issued by Chicago Tolle Insw&xo Company. This ComT&wn(is rot valid w,1W fits police; the Commitment to Issue Policy, Ole Cornmdmeaf Conditions; Schedufs A; Schedule B. Par( I-Requimfllil s; Schedule B, Pad Il Exch i'arts; and a counterslgnalure by the Company or ds issuing agent Ihat maybe In e4r.477:4s form rxo� Copyright Amortcah Land rile Aasoclatlon. All rights reserved. !Qnp( The use of this Form (or any derivative Ihomoq is restricted to ALTA licensees and ALTA members In good standing as e�+ of the date o! use Aa other uses are pnohlelfad. Repnnled unser license from the American Land Title Association. AiTwCaly++wmnmrtrrnT+CaWtrram7e(ae1 I=i) — - —_ _— __ ----- =PYadanF 0321,16�'9a.51N,C PaOa 12 It"C7,ii;e9-a?1 O0a3 `.+fA.3P3-t.ta•fi^A9666nk: 37726263v4 C- 12 Execution Version CHICAGO TITLE INSURANCE COMPANY _ COMMITMENT NO, 18003058NC (continued) (c) Until the Polley Is Issued, this Commitment, as last revised. Is the exclusive and entire agreement between the partloa with reaped to the subject matter of this Commitment and supersedes as prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modificallon of any Schedule B, Part II -Exception does not constiute an agreement or obligation to provide coverage beyond the terms and provisions of INS Commitment or the Policy. (e) Arty' amendment at endorsement to this Commitment must be In writing and authenticated by a person authorized by the Company. (f) When tho Policy Is Issued. sll liability and obligation under tide Commitment will and and the Companys Only aeblltty cols be under the Policy. 7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The Issuing agent is the Company* agent only for the Ilmled purpose of Issuing title Insurance commitments and policies. The issuing agent is not Ito Company's agent for the purross of providing cloa[ng or 00WIenl services. 6. PRO -FORMA POLICY The Company may provide, at the request of a PropCsed Inauted, a pro•formo policy Illustrating me coverage that the Company may provkfo. A pro -forma policy neither reflects the slates o1 Title at the time that the pro -forma policy Is degvered to a Proposed lnsured, nir Is ll a c*rnm;lment to Insure. END OF CONDITIONS 1031 EXCHANGE SERVICES if your transaction involves ,a tax deferred exchange, we offer this service through our 1031 division, IPX1031. As the notion's largest 11031 comipany, IPX1031 offers guidance and expertise. Security for Exchange funds Includes segregated bank accounts and a 100 million dollar Fidelity Bond. Fidelity National Title Group also provides a 50 mlllitan dollar Performance Guaranty for each Exchange. For additional Information, or to set-up an Exchange, please call Scott Nathanson at J312)223-2178 or Anna Barsky at (312)223-2168, ibis page b. o'tfy a part d a 20f6 Af.l"Aa CarmnrTmemt IbrTrlde Insurance isauatf try Ch�aga Tlla Irrsurarree C�rnany. T+dr Cprrm7mard rs lid vaL'd tvifflouf the Ablica: fhe Commifmanf M fSsLte Adi¢y. ft f Amriitrno , Cond+.+vris: Schad A) A: Schedo'e f). Pad -R rerarr:B0 Sohe hit Sart U- xcaplrons; anti a t eonlor-s+ rzafurs by ft Company aril$ Wd+ V agard 1" may Da rn aiechonk farm. Copyright American Land Title Association. All rights resorved.r The use of We From (or any denvaevo tneroag is restricted to ALTA bconsees and ALTA membra In good standing as 10 of the date of use. NI other uses are ptohblted. Fteprirmed under license from (he Arnerican Land Title Association._ - ALTA CiNMRm4ml I" Tis# rrbse�nc# {WbIr%al sr AS40 PS -1- ie 1 M NC Pia# 13 ILfi.T4Ati}lpgl eDlSHCi[h5p5-9.167aaa'7aSlNC 57726263v4 C-13 4DFS PPLAINES I L L I N 0 1 S Date: February 13, 2017 COMMUNITY AND ECONOMIC DEVELOPMENT DEPARTMENT 1420 Miner Street Des Plaines, IL 60016 P: 847.391.5380 desplaines.org To: Michael G. Bartholomew, MCP, LEED AP, City Manager From: Mike McMahon, Director of Community and Economic Development Mm Johanna Bye, AICP, Senior Planner I Subject: Approval of Ordinance Vacating a Portion of Metropolitan Way (Case #18-010) Issue: The new owner of 1504 Miner Street, Jim Karkazis, has requested the City vacate 170.8 square feet of Metropolitan Way right-of-way that the building encroaches on in order to make building improvements. Analysis: The petitioner proposes improvements to the building and site at 1504 Miner Street. Though plans have not been finalized, conceptual architectural renderings identify cosmetic changes to the elevation along Metropolitan Way, such as the addition of windows and doors and the potential to divide the building into two or more tenant spaces, with one or more having entrances off of Metropolitan Way. As these proposed changes affect parts of the building that are currently in the public right-of-way, they would not be permitted without the City vacating land. The attached plat of survey for 1504 Miner Street shows the existing building encroaching 1.2 feet into the Metropolitan Way right-of-way. The proposed plat of vacation shows this 1.2 feet, for a length of 142.31 feet, as vacated (a total of 170.8 square feet). Please note, Attachment #1, the applicant stated that the total area of vacation is 170.4 square feet, but the actual area is 170.8 square feet. Last year, the City vacated an unused alley to the developer of the Opus Development Company apartment building at 1555 Ellinwood Street. The alley was appraised at $14.07 per square foot. Staff proposes to use this same appraisal value for this parcel of land, equating to a total compensation of $2,403.16 to the City by the owner of 1504 Miner Street. Recommendations: Staff recommends approval of Ordinance Z - 3 - 18 vacating a portion of Metropolitan Way. It is requested that this item be placed on the Committee of the Whole agenda at the March 5, 2018 City Council meeting. JB/ib Page 1 of 8 Attachments: Attachment 1: Request for Vacation Attachment 2: Plat of Survey Exhibits: Ordinance Z - 3 - 18 Exhibit A: Plat of Vacation Page 2 of 8 October 25, 2017 Mr. Michael McMahon Director, City of Des Plaines Des Plaines Community And Economic Development Department 1420 Miner Street Des Plaines, IL 60016 Dear Mr. McMahon, I wanted to follow-up on our recent meeting with Ms. Johanna Bye regarding the request for the City of Des Plaines to consider vacating the encroachment onto the public sidewalk right-of-way of the westerly section of the building and wooden fence located at 1504 Miner Street, Des Plaines, IL 60016. Please accept this letter as our agreement to move forward with the vacation request per the recent email from Ms. Bye dated October 17, 2017 that discussed the following: 1. Deposit a cash escrow of $3,500 to cover legal, staff and surveying costs involved in completing the requested vacation. 2. Payment of fair market value of the area to be vacated. A likely estimate of $2,397.53 was suggested based on a price per square foot of $14.07 x 170.4 square feet = $2,397.53. We appreciate your consideration and look forward to working with you and your colleagues. Should you have any questions or comments, I can be reached at 312-504-4779 or jilGaricazisigmail.conti. Best rergards, Jim Karkazis Cc: Ms. Johanna Bye Attachment 1 Page 3 of 8 CHICAGOLAND SURVEY COMPANY INC. PROFESSIONAL DESIGN FIRM LICENSE N0: 184-005262 EXPIRES 04/30/2015 6501 W. 65TH STREET CHICAGO, ILLINOIS 60638 (773) 271-9447 CHICAGOLANDSURVEY@SBCGLOBAL.NET ALTAIACSM LAND TITLE SURVEY OF LOT 62, (EXCEPT THE SOUTHEASTERLY 32,1 FEET MEASURED ALONG THE NORTHEASTERLY LINE OF MINER STREET), AND PART OF LOT 63, (EXCEPT THE NORTHERLY 8 FEET OF SAID LOTS TAKEN FOR ALLEY), WHICH LIES SOUTHEASTERLY OFA LINE, DRAWN FROM A POINT IN THE SOUTHWESTERLY LINE OF SAID LOT 63, WHICH IS 20,21 FEET NORTHWESTERLY FROM THE SOUTHWESTERLY CORNER, TO A POINT IN THE SOUTHWESTERLY LINE OF THE ALLEY, WHICH IS 20.3 FEET NORTHWESTERLY FROM THE SOUTHEASTERLY LINE OF THE SAID LOT. (MEASURED ALONG THE WESTERLY LINE OF THE SAID ALLEY), IN ORIGINAL TOWN OF RAND, IN THE EAST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 17, TOWNSHIP 41 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PROPERTY KNOWN AS: 1504 MINER STREET, DES PLAINES, ILLINOIS. P.I.N. 09-17-415-025-0000 �o \ PROPERTY AREA• 5,426 SO. FT._ rh L\7—E—b-1 \ FOOT PRINT BUILDING AREA= 4,405 SO. FT. PARKING SPACES= NONE120 / a•..;� �, �1's .q \ ♦, a`' ;�/ � �� '�. ,� d _ _ sir _ / \ LEGEND: N NORTH 5 SOUTH E FIST / / �•l Q l� yAt`lO / L. ON URE / �/ ! I � �• y A r V / %� S % 3' E iq / _ , uLv'��T .' V C}V- / C(� ♦ - MANHOLE CJ CATCH BJH POMER POLE / � �i� y-�if LM.YIf POLE WON POLE ID GA6 VALVE � / • Guwo PosT (� FIRE HYDRANT t4 ^ I'-T METER 0.ECTPoC RAFTER a� SII„°1'RNO� �,"j•��+ {? 1 �R9ti_ —_ / / Si WATER41 WATER —HOLE ■�/ �{� +]131 L "AyI 1// DlCTRIC MANHOLE wA�ji T,,; Rrly �� ----- � �C �•� / � /I-y HANDNIP PARMPIG E^.[C WOOD FENCE .. t I- __■■ —% % %- CHNN DNN FENCE CONCRETE PAVEMENT - AROPERTf UNE FIELD WORN COMPLETED 05/14/2014 BEARING BASIS: - LOT w THE EASTERLY UNE OF SUBJECT PROPERTY IS ASSUMED TO BE Tp NOTE: IN, SOUTH 29 DEGREES 55 MINUTES 33 SECONDS WEST. FOR BUILDIING LINE AND OTHER RESTRICTIONS NOT SHOWH. NOTE: ON THE SURVEY PUT, REFER TO YOUR ABSTRACT, VED. AND LOCAL BUILDING REGULATIONS, FLOOD NOTE: IN MATTERS OF RECORD. WE HAVE RELIED UPON CHICAGO TITLE THE SUBJECT PROPERTY IS LOCATED IN ZONE '%' NS URANCE COMPANY ALTA OWNERS FORM, POLICY URLRY DATA, DRIER TYL'INI PNaSN'AL ELN]ENCE SLE OH THE AREA DETERMINED TO BE OUTSIDE THE 0.2X ANNUAL CHANCE NUMBER: 40013251, EFFECTIVE GATE: APRIL 22, 2014 QMND, PA SHm AS PRGV= W THE I•RTVATF. ALIO PUBLIC FLOWPWTL A5 L3AB.USHEO BY THE FEDERAL EMERGENCY SOURcn No S140LLO Od ASSUMED 1O BE APPROSIHATE, MUNA = IT” T ,AWWHC , COMMUNITY PANEL 17031 C 0217 J. EFFECTIVE DATE: AUGUST 19, 200B THE UNDERSIGNED HEREBY CERTIFIES, AS OF MAY 27. 2014, TO: N076 11}11114f11l/ MERE T$ NO L'RO€NCE OF CyRri=Hi FARi11 MO+1%G WDWi, \ !f CHICAGO TITLE 15d5UNANEC COMPANY STRETO R SIDE ACTION NS BUITION A REPAIR, $07ETIT %x I?. J { (jr TOLA BUIIMAGNE LDING LIMITED PARTRL'RSHIP PLAZA oODD WASTE WNPn IN-P � 2 AAT WVA4 sTrt ute A5 5 �`�y7111171ry1if/0 _ =\ aka = = THIS IS TO CERTIFY THAT ri65 FIAT' OR PUT AND THE SLBIMEY ON WHICH IT IS L `� M1 PAOFLSSNINAL r BASED WERE MADE IN ACCOROYJ4C6 WITH THE 2011 MNPNJM STANDARD OETAII SVR+4TOR REOUIflEMEP Poit ALTVA.SM LAND TITLE SURVEYS. JOINTLY ESTABLISHED ANO ZONING: STA7f OF y ADOPTED 9`F ALTA AND 45P9. AND INCLUDES ITEMS 20 O 20 C-5: COMMERCIAL DISTRICT ,-0 cif, IMiN01i p ; 2.3.4.6(.).7(.),7(b).7(c),8,9.10,11(.),13.14,16,17,18.19,20 OF TABLE A THEREOF. CENTRAL BUSINESS DISTRICT I� J'flllrljii!Il 1 SCALE: 1" 0 20' FOR U LK RESTRICTION ESTRICDEVELOIIMENflEFER T0: /J+ +aj{ r\�� DATED THIS_ 27 TH DAY MAY ZOIC, 1CITY MI DES PWNES ORDERED BY: LESLIE JONES 1420 MINER STREET DES PWNES. ILLINOIS 60016 IICEEVSE EXPIRES Err. FILE NO.: 111.77 TEL (847) 391-5306 11/30/2011 IIA,INO:S F - ,IAL. p-FUFnyYOR 33M N C 5 CITY OF DES PLAINES ORDINANCE Z - 3 - 18 A ORDINANCE VACATING A PORTION OF METROPOLITAN WAY. WHEREAS, Metropolitan Way is a dedicated public right-of-way in the City of Des Plaines. A portion of the Metropolitan Way right-of-way consisting of approximately 170.8 square feet is legally described and depicted in Exhibit A, attached to, and by this reference, made a part of this Ordinance ("Vacation Parcer'); and WHEREAS, Jim Karkazis ("Owner") is the owner of the parcel directly adjacent to the Vacation Parcel, commonly known as 1504 Miner Street ("Accepting Parcel") WHEREAS, a portion of the existing structure on the Accepting Parcel encroaches on the Vacation Parcel and the Owner desires to take title to the Vacation Parcel to eliminate this encroachment; and WHEREAS, the adjacent parcels are zoned in the C-5 Central Business District; and WHEREAS, the City has the power to vacate the Vacation Parcel 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. SECTION 4: PLAT OF VACATION. The Plat of Vacation accurately depicting the Property attached to this Ordinance as Exhibit is, by this reference, made a part hereof. Page 5 of 8 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 Vacation Parcel shall vest in and inure to the benefit of the Owner. The Vacation Parcel shall be zoned in the C-5 Central Business District and integrated into the Accepting Parcel. SECTION 6. CONDITION OF VACATION. The vacation provided for in Section 3 of this Ordinance is expressly made subject to and contingent upon payment by the Owner of the costs and expenses related to the vacation of the Vacation Parcel in the amount of $2,403.16. SECTION 7: 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 Deeds. SECTION 8: 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; B. Satisfaction of the condition set forth in Section 6; and C. Recordation of this Ordinance and the Plat of Vacation with the office of the Cook County Recorder of Deeds. [SIGNATURE PAGE FOLLOWS] Page 6 of 8 PASSED this day of 2018. APPROVED this day of 2018. VOTE: AYES NAYS ABSENT ATTEST: CITY CLERK DP -Ordinance Vacating a Portion of Metropolitan Way — 1504 Miner St Approved as to form: Peter M. Friedman, General Counsel Page 7 of 8 DES PLAINES 1. L I N 0 1 CITY OF DES PLAINES TAX INCREMENT FINANCING DISTRICT ANNUAL JOINT REVIEW BOARD MEETING MINUTES AUGUST 8, 2018 1. Welcome by City Representative Michael McMahon welcomed everyone to today's meeting, introduced himself, and asked everyone to do the same. 2. Call to Order Michael McMahon opened the meeting at 10 a.m. at City Hall, 1420 Miner Street, Room 101, Des Plaines, IL 3. Roll Call (in attendance) Michael Bartholomew City Manager, City of Des Plaines Mary Kalou Assistant Superintendent, School District 207 Mark Bertolozzi Assistant Superintendent, School District 62 Michael Vilendrer Dir. of Maintenance, Oper., & Trans., School District 62 Cathy Johnson Associate Superintendent, School District 214 Bill Dussling Board Member, School District 214 Vickie Nissen Asst. Superintendent of Business Services, District 59 Bret Bonnstetter Controller/Associate Professor, Harper College George Giese Manager of Administration, Mt. Prospect Park District Don Miletic Executive Director, Des Plaines Park District Karen Stephens Director of Parks & Recreation, Rosemont Park District Ellen A. Yearwood Public Member Also Attended: Michael McMahon Director of Community & Econ. Dev., City of Des Plaines Karolina Kolodziej Assistant Finance Director, City of Des Plaines Patrick Ainsworth Economic Development Coordinator, City of Des Plaines Lauren Griffin Executive Secretary, City of Des Plaines Bob Rychlicki Kane McKenna & Associates, Inc./TIF Consultant Gale Cerabona Recording Secretary 4. Election/Confirmation of Chair A motion was made by Michael Bartholomew, seconded by Cathy Johnson, to elect and confirm Director, Michael McMahon, as Chair for the meeting. On a voice vote: AYES: All NAYS: None Motion: CARRIES 5. Election/Confirmation of Public Member A motion was made by Mary Kalou, seconded by Cathy Johnson, to elect and confirm Ellen Yearwood as Public Member for the meeting. On a voice vote: AYES: All NAYS: None Motion: CARRIES 6. Approval of Minutes: August 14, 2017 A motion was made by Ellen Yearwood, seconded by Mary Kalou, to approve the August 14, 2017 minutes as presented. On a voice vote: AYES: All NAYS: None Motion: CARRIES 7. Public Comment: There were no comments. 8. Review of Activities in District & 9. Review of 2017 State Comptroller's Report Michael McMahon reminded that typically TIF District No. 3 is at the forefront of the agenda. There were no objections. A motion was made by Ellen Yearwood, seconded by Cathy Johnson, to move TIF District No. 3 to the beginning of the agenda. On a voice vote: AYES: All NAYS: None Motion: CARRIES TIF District No. 3 Overview Michael McMahon turned the meeting over to Bob Rychlicki who advised item numbers 8 and 9 on the agenda are combined. He reminded that the format, sections, and pages are derived from the State of Illinois Comptroller's Office. He noted exhibits, activity, and receipts. Bob Rychlicki referred to Section 1, Page 2; Michael Bartholomew confirmed this is accurate. He referred to pages 5 and 6 stating the Manager and Mayor have confirmed same. Bob Rychlicki referred to Activities on Page 3 stating there are no amendments, no new redevelopment agreements, no new financing, nor new obligations; a status quo year. Bob Rychlicki referred to Page 18, Section 3.1 stating fiscal activity actualized a property tax increment of $1,322.484 with interest of $7 for a total amount deposited in special tax allocation of $1,371.391. Bob Rychlicki then referred to Page 25, Section 3.3 noting remainder of bonds. This TIF had a 12 -year extension; it will be retired in 2035with a final payment in 2036. The base EAV, on Page 30, is increasing. Bob Rychlicki thanked the Districts for their cooperation. It was asked if there is any possibility of development. Bob Rychlicki stated it is nearly a 50% valuation. He gave credit to City Staff. Michael Bartholomew stated 613s would no longer be granted. He noted Prologis requested an extension, which was denied. City Council is aligning with Staff's position. A motion was made by Cathy Johnson, seconded by Ellen Yearwood, to accept the TIF No. 3 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES Cathy Johnson thanked the Chair for moving this item up on the agenda and departed the meeting at 10:10 a.m. TIF District No. 1 Overview Bob Rychlicki noted this is the City's downtown District, the oldest and largest TIF. He advised the City has an obligation by November, 2021, to notify all the Districts. This is payable in 2022. Bob Rychlicki noted this has the same certifications as TIF No. 3; no amendments, no new redevelopments, or new financing, etc. There was a transfer to the property — noted on Exhibit A. On Page 18, he highlighted a property tax increment of $4,981,630, interest of $18,389, with a special tax allocation of $5,000,019. Bob Rychlicki referenced debt service noted in Section 3.2. Lauren Griffin reproduced Section 3.3 for the group. On Page 31, Section 6, the base EAV was $20,262,187 with a fiscal -year EAV of 72,336.968; there is significant recovered value. Michael Bartholomew stated this is the most active District for redevelopment (OPUS, Compass, Des Plaines Theater, two new restaurants, etc.). The EAV will go higher in the near future. He noted the Economic Development staff has done an awesome job. It was asked if the land sold prior to the TIF. Michael Bartholomew advised it did. Patrick Ainsworth stated there is over $90,000 in increment; extra revenue. A motion was made by Don Miletic, seconded by Mary Kalou, to accept the TIF No. 1 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES TIF District No. 5 Overview Bob Rychlicki stated this is an add-on, scheduled to terminate in 2024 with final payment in 2025. He noted the same series of certifications. There are no amendments, no new redevelopments or financings, etc. Bob Rychlicki noted the summary is on Page 18. Property tax increment of $143,878 with $7 in interest totals $143,885. On Page 21, he noted $112,233 is applied to debt service. There is $440,738 left in principal. Base EAV is 794,127. Fiscal year EAV is $2,245,534 -- three times the ratio; this is expected to increase. A motion was made by Mary Kalou, seconded by Don Miletic, to accept the TIF No. 5 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES TIF District No. 6 Overview Bob Rychlicki advised this is the same schedule as TIF No. 5 — expected to terminate in 2024 with final payment in 2025. He noted there was an amendment (to TIF No. 7); certifications are similar. Bob Rychlicki advised there are no amendments, no new redevelopments, or acquisitions. He indicated a property tax increment of $79,473. Resources will be placed to TIF No. 7. Mary Kalou stated the EAV is low; dropped 16.2%. Bob Rychlicki will review (he noted there are three taxpayers there). A motion was made by Ellen Yearwood, seconded by Mary Kalou, to accept the TIF 6 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES TIF District No. 7 Overview Bob Rychlicki advised this is the City's newest TIF. It terminates in 2037 with final payment in 2038. There is redevelopment and land transfer (Orchards at O'Hare); approved in a prior year; he referred to document attached. The same series of certifications was noted, no receipts. The base EAV is 0. Michael Bartholomew explained TIF No. 6 was cut in half with debt remaining. He provided background and noted development included a car wash, hotel, convenience store, etc. On the north side of the highway, a legitimate project appears probable. The plan is to pay off TIF No. 6's debt. Bob Rychlicki advised there is a surplus on a staggered scale. Cash receipts were due to the sale; there is construction activity. He noted this was an ambitious and well thought-out plan. A motion was made by Karen Stephens, seconded by Ellen Yearwood, to accept the TIF No. 7 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES Bob Rychlicki thanked everyone for participating. 10. Questions from Board Members: There were no questions. 11. Adjournment A motion was made by Don Miletic, seconded by Ellen Yearwood, to adjourn the meeting at 10:29 a.m. On a voice vote: AYES: All NAYS: None Motion: CARRIES Respectfully submitted, Gale Cerabona Recording Secretary CITY OF DES PLAINES, ILLINOIS BALANCE SHEET GOVERNMENTAL FUNDS December 31, 2018 See accompanying notes to financial statements. 21. Major Governmental Funds TIF #6 Nonmajor Total (Mannheim/ Grant Funded Capital Governmental Governmental General Higgins) Gaming Tax _ Projects Projects Funds Funds ASSETS Cash and Investments $ 35,083,480 $ - $ 33,939,158 $ 7,431,237 $ 8,783,065 $ 17,467,531 $ 102,704,471 Receivables (net) Property Tax Receivable 24,256,973 96,558 - 30,106 7,154,249 31,537,886 Other Taxes 1,294,548 - - 172,444 - 1,466,992 Accounts Receivable 787,836 - - 280,956 - 1,068,792 Accrued Interest 10,827 - - - 28,452 39,279 Other 282,618 - - - 34,411 317,029 Due from Other Governments 5,667,611 - 2,649,909 7,587,343 1,270,984 149,231 17,325,078 Advances to Other Funds 18,279,838 - - - - - 18,279,838 Due From Fiduciary Fund 10,168 - - 10,168 TOTAL ASSETS 5 85,673,899 $ 96,558 $ 36,589,067 515,018,580 $ 10,537,555 $ 24,833,874 $ 172,749,533 LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES Liabilities Accounts Payable $ 2,430,562 $ 277 $ 16,026,352 $ 1,676,511 $ 2,470,228 $ 1,782,377 $ 24,386,307 Accrued Payroll 1,827,462 - - - - - 1,827,462 Accrued Liabilities 154,921 - - - - - 154,921 Deposits Payable - 23,895 5,993 31,008 60,896 Advances from Other Funds - 12,721,990 - 14,260 4,706,521 17,442,771 Unearned Revenue 282,305 - - 12389,990 - - 13,072,295 Total Liabilities 4,695,250 12,722,267 16,02.6,352 14,490,396 2,490,481 6,519,906 56,944,652 Deferred Inflows of Resources Deferred Property Tax Revenue 24,244,258 96,558 - - 29,251 7,098,405 31,468,472 Unavailable Other Revenue 441,032 - 7,294,146 - - 7,735,178 Total Deferred Inflows of Resources 24,685,290 96,558 - 7,294,146 29,251 7,098,405 39,203,650 Fund Balances Nonspendable Long-term Interfund Advances 18,279,838 - - - - - 18,279,838 Restricted Economic Development - - - 7,938,575 7,938,575 Debt Retirement/Infrastructure - 20,562,715 20,562,715 Streets & Highways - - 1,032,957 1,032,957 Public Safety - - - 1,305,100 1,305,100 Debt Service - - - 156,614 156,614 Assigned Infrastructure 900,000 - 8,017,823 - 8,917,823 Capital Acquisitions 10,470,310 - - 6,039,682 16,509,992 Unassigned 26,643,211 {12,722,267] (6,765,962.) - (5,257,365] 1,897,617 Total Fund Balances 56,293,359 12.722,267 20,562,715 (6,765,962) 8,017,823 11,215,563 76,601,231 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES $ 85,673,899 $ 96,558 $ 36,589,067 $15,018,580 $ 10,537,555 $ 24,833,874 $ 172,749,533 See accompanying notes to financial statements. 21. CITY OF DES PLAINES, ILLINOIS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS Dcccmbcr 31. 2018 114. Special Revenue Funds Community Motor Fuel Development Asset Foreign Fire TIF #1 Tax Block Grant Seizure Insurance Tax (Downtown) ASSETS Cash and Investments $ 1,134,806 $ - $ 842,888 $ 488,321 $ 8,032,543 Receivables (Net) Property Taxes - - - - 5,225,159 Accounts Receivable - - - - Accrued Interest - - - - Other - 5,305 - Due from Other Governments 126,765 22,466 - TOTAL ASSETS $ 1,261,571 $ 22,466 $ 848,193 $ 488,321 $ 13,257,702 LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES Liabilities Accounts Payable $ 228,614 $ 16,228 $ 15,935 $ 15,479 $ 314,077 Deposits Payable - - - - 31,008 Advances from Other Funds - 14,325 - - - Total Liabilities 229,614 30,553 15,935 15,479 345,085 Deferred Inflows of Resources Deferred Property Tax Revenue - - - 5,174,777 Unavailable Other Revenue - - Total Deferred Inflows of Resources - 5,174,777 Fund Balances Restricted Economic Development - - - - 7,737,840 Streets & Highways 1,032,957 - - Public Safety - 832,258 472,842 - Debt Service - - - - - Assigned Capital Acquisitions - - Unassigned - (8,087) - - - Total Fund Balances 1,032,957 (8,087} 832,258 472,842 7,737,840 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES $ 1„251,571 $ 22,466 $ 848,193 S 488_321 $ 13,257,7i]2 114. $ 277 $ 119 $ 591,373 $ 3,369,690 1,322;506 _ 3,369,967 119 1913,878 _ 1,704,909 155,025 67,694 1,700,909 155,025 67,694 - 200,735 - (3,369,9 (1,87'a,31 I (3,369,967) 200,735 (1,879,31 _ $ $ 578,028 $ 22,247 $ - $ 1,782,377 _ 31,008 578,028 22,247 - 5,519.806 7,098,405 7,098,405 7,938,575 1,032,957 1,305,100 156,614 - - 156,614 _ - 3,999,972 273,797 1,765,913 6,039,682 - (5,257,365} 156,614 3,999,972 273,797 1,765,913 11,215,563 $ 1,700,909 $ 355,879 $ 102,262 $ - $ 156,614 $ 4,578,000 $ 296,044 5 1,765,91.3 S 24 115. Debt Service Special Revenue Funds Fund Capital Projects Funds - Total TIF #7 Emergency Nonmajor TIF #3 TIF #5 (Mannheim/ Telephone Debt Equipment I.T. Facilities Governmental (WIlle Road) (PeU)Lee) Higgins) System Service Replacement Replac©ment Replacement Funds $ - $ 200,854 $ $ - $ 156,614 $ 4,549,548 $ 296,044 $ 1,765,913 $ 17,467,531 1,700,909 155,025 73,156 - - - _ 7,154,249 _ _ 29,106 - - - 29,106 _ - _ 28,452 - - 28,452 _ - 5,305 149,231 1,700,909 $ 355,879 $ 102.262 $ 5 156:614 $ 4.578,000 5 296.044 $ 1,765,913 5 24,833,874 $ 277 $ 119 $ 591,373 $ 3,369,690 1,322;506 _ 3,369,967 119 1913,878 _ 1,704,909 155,025 67,694 1,700,909 155,025 67,694 - 200,735 - (3,369,9 (1,87'a,31 I (3,369,967) 200,735 (1,879,31 _ $ $ 578,028 $ 22,247 $ - $ 1,782,377 _ 31,008 578,028 22,247 - 5,519.806 7,098,405 7,098,405 7,938,575 1,032,957 1,305,100 156,614 - - 156,614 _ - 3,999,972 273,797 1,765,913 6,039,682 - (5,257,365} 156,614 3,999,972 273,797 1,765,913 11,215,563 $ 1,700,909 $ 355,879 $ 102,262 $ - $ 156,614 $ 4,578,000 $ 296,044 5 1,765,91.3 S 24 115. CITY OF DES PLAINES, ILLINOIS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENI AL FUNDS Year Ended December 31, 2018 IRevenue Funds 116. Community Motor Fuel Development Asset Foreign Fire TIF #1 Tax Block Grant Seizure Insurance Tax [Dawntcwn) Revenues Taxes $ - $ $ $ 113,367 $ 4,670,662 Intergovernmental 1,493,866 427,198 172,948 - Fines, Forfeitures and Penalties - - 21,198 - Investment Income 22,051 733 1,543 40,410 Miscellaneous - 11,155 - - Total Revenues 1,515,917 427,198 206,034 114,910 4,711,072 Expenditures Current: General Government - - - - Public Safety - - 99,344 109,788 - Streets and Highways 1,041,163 - - - Economic Development - 249,758 - 1,441,439 Debt Service Principal - - 1,167,152 Interest and Fiscal Charges - - 91,649 Capital Outlay 321,646 147,693 127,015 64,281 1,291,635 Total Expenditures 1,362,809 397,451 226,359 174,069 3,991,875 Excess (Deficiency) of Revenues over (under) Expenditures 153,108 29,747 (20,325) (59,159) 719,197 Other Financing Sources (Uses) Transfers In - - - Transfers Out - - - (112,000) Issuance of Debt - - - - Payment to Refunding Bond Escrow Premium on Bond Issuance Total Other Financing Sources (Uses) - - (112,00 Net Change in Fund Balances 153,108 29,747 (20,325) (59,159) 607,197 Fund Balances at Beginning of Year 879,849 _ (37,834) 852,583 532,001 7,130,643 Fund Balances at End of Year $ 1,032,957 $ (8,087) $ 832,258 $ 472,842 $ 7,737,840 116. Debt Service Special Revenue Funds Fund Capital Prejects Funds 2,243 2,163 215,755 1,550,000 105,000 471,953 10,231 - - 1,254,126 2,024,196 117,394 1,469.881 (464,472) 39,213 (1,404,463) 61,613 61,613 - - - 209,132 - - 1,041,163 - - - 1,911,358 12,500 - 2,834,652 - - - 573,833 1,732,554 260,351 - 5,199,301 1,745,054 321,964 - 11,831,052 92,8121_( 47� (320,304} 1,265,913 1,441,558 - 220,947 - 1,500,000 250,000 500,000 Total (6,000) (48,000) TIF #7 Emergency - - - Nonmajor TIF #3 TIF #5 (Mannheim/ Telephone Debt Equipment I.T. Facilities Governmental (Wille Rcad)Per 1Lee Hig inc s) ) System Service Replacement Replacement Replacement Funds $ 1,559,498 $ 156,591 $ 65,391 $ $ 92,812 $ $ - $ - $ 6,658,321 - - - 1,500,000 250,000 - 2,094,012 - - - 27,175 (70,304) - 21,198 226 16 27 3,972,797 56,211 1,660 - 122,877 - - - $ 3,999,972 216,018 - 1,265,913 1,493,086 1,559,724 156,607 65,418 92,812 272,229 1,660 1,265,913 10,389,494 2,243 2,163 215,755 1,550,000 105,000 471,953 10,231 - - 1,254,126 2,024,196 117,394 1,469.881 (464,472) 39,213 (1,404,463) 61,613 61,613 - - - 209,132 - - 1,041,163 - - - 1,911,358 12,500 - 2,834,652 - - - 573,833 1,732,554 260,351 - 5,199,301 1,745,054 321,964 - 11,831,052 92,8121_( 47� (320,304} 1,265,913 1,441,558 117. - 220,947 - 1,500,000 250,000 500,000 2,470,947 (6,000) (48,000) - - - - - (166,000) 12,410,000 - - - - 12,410,000 (12,599,628) - - - - (12,599,628) 297,149 - - - - 297,149 101,521 - (48,000 220,947 1,500,000 250,000 500,000 2,412,468 (362,951) 39,213 (1,452,463) 220,947 92,812 27,175 (70,304) 1,765,913 970,910 (3,007,016) 161,522 (426,848) {22.0,947) 63,802 3,972,797 344,101 - 10,244,653 $ (3,369,967) $ 200,735 S (1,879,311) 5 - $ 156,614 $ 3,999,972 $ 273,797 $ 1,765,913 $ 11,215,563 117. CITY OF DES PLAINES, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL TIF #1 (DOWNTOWN) FUND Year Ended December 31, 2018 With Comparative Actual Amounts for the Year Ended December 31, 2017 Revenues Property Taxes Investment Income Total Revenues Expenditures Economic Development Contractual Services Commodities Capital Outlay Total Economic Development Debt Service Principal Interest and Fiscal Charges Total Debt Service Total Expenditures Excess (Deficiency) of Revenues over (under) Expenditures Other Financing Sources (Uses) Transfer Out Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balance at Beginning of Year Fund Balance at End of Year 2018 1,911,290 1,392,976 Variance from 1,154,092 82,650 48,463 Final Budget 57,576 Original and 1,291,635 Positive 2017 Final Budget ! Actual _ (Negative) Actual $ 4,981,497 $ 4,670,662 $ (310,835) $ 4,981,630 7,000 40,410 33,410 18,389 4,988,497 4,711,072 (277,425) 5,000,019 1,911,290 1,392,976 518,314 1,154,092 82,650 48,463 34,187 57,576 5,305,000 1,291,635 4,013,365 1,323,356 7,298,940 2,733,074 4,565,866 2,535,024 1,163,553 1,167,152 (3,599) 1,138,553 95,284 91,649 3,635 118,547 1,258,837 1,258,801 36 1,257,100 8,557,777 3,991,875 4,565,902 3,792,124 (3,569,280) 719,197 4,288,477 1,207,895 (112,000) (112,000) _ 126,000 (112,000) (112,000) 126,000 $ (3,681,280) 607,197 $ 4,288,477 1,081,895 7,130,643 6,048,748 $ 7,7371840 $ 7,130,643 CITY OF DES PLAINES, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FIIND BALANCE BUDGET AND ACTUAL TIF #3 (WILLE ROAD) FUND Year Ended December 31, 2018 With Comparative Actual Amounts for the Year Ended December 31, 2017 Revenues Taxes Investment Income Miscellaneous Total Revenues Expenditures Economic Development Contractual Services Total Economic Development Debt Service Principal Interest and Fiscal Charges Total Debt Service Total Expenditures Excess (Deficiency) of Revenues over (under) Expenditures Other Financing Sources (Uses) Refunding Bonds Issued Premium on Refunding Bonds Issued Payment to Refunded Bond Escrow Agent Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balance at Beginning of Year Fund Balance at End of Year 121. 2018 Variance from Final Budget Original and Positive 2017 Final Budget Actual (Negative) Actual $ 1,237,046 $ 1,559,498 $ 322,452 $ 1,322,484 10 226 216 7 - - - 48,900 1,237,056 1,559,724 322,668 1,371,391 10,480 2,243 8,237 1,888 10,480 2,243 8,237 1,888 1,835,000 1,550,000 285,000 1,095,000 250,177 471,953 (221,776) 268,363 2,085,177 2,021,953 63,224 1,363,363 2,095,657 2,024,196 71,461 1,365,251 (858,601) (464,472) 394,129 6,140 - 12,410,000 12,410,000 - 297,149 297,149 (12,599,628) (12,599,628) - (6,000) (6,000) - _ 61000) (6,000) 101,521 107,521 6,000 $ (864,601) (362,951) $ 501,650 140 (3,007,016) (3,007,156} 5 (3,369,967} $ 3,007,016 121. CITY OF DES PLAINES, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL TIF #5 (PERRY/LEE) FUND Year Ended December 31, 2018 With Comparative Actual Amounts for the Year Ended December 31, 2017 122. 2018 Variance from Final Budget Original and Positive 2017 Final Budget Actual (Negative) Actual Revenues Taxes $ 143,878 $ 156,591 $ 12,713 $ 143,878 Investment Income 1 16 15 7 Total Revenues 143,879 156,607 12,728 143,885 Expenditures Economic Development Contractual Services 400 2,163 (1,763) 1,848 Capital Outlay 75,000 - 75,000 - Total Economic Development 75,400 2,163 73,237 1,848 Debt Service Principal 105,000 105,000 - 100,000 Interest and Fiscal Charges 10,237 10,231 6 12,233 Total Debt Service 115,237 115,231 6 112,233 Total Expenditures 190,637 117,394 73,243 114,081 Net Change in Fund Balance $ (46,758) 39,213 $ 85,971 29,804 Fund Balance at Beginning of Year 161,522 131,718 Fund Balance at End of Year $ 200,735 $ 161,522 122. CITY OF DES PLAINES, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL TIF #7 (MANNHEIM/HIGGINS) FUND Year Ended December 31, 2018 With Comparative Actual Amounts for the Year Ended December 31, 2017 Revenues Taxes Investment Income Total Revenues Expenditures Economic Development Contractual Services Commodities Capital Outlay Total Expenditures Excess (Deficiency) of Revenues over (under) Expenditures Other Financing Sources (Uses) Proceeds from sale of capital assets Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balance at Beginning of Year Fund Balance at End of Year 2018 Variance from Final Budget Original and Positive 2017 Final Budget Actual (Negative) Actual $ 95,632 $ 65,391 $ (30,241) $ 27 27 95,632 65,418 (30,214) 103,390 215,755 (112,365) 129,338 - - - 9,680 - 1,254,126 (1,254,126) 602,945 103,390 1,469,881 (1,366,491) 741,963 (7,758) (1,404,463) (1,396,705) 741,963 (48,000 (48,000) - (48,000) (48,000) - (1,452,463) (1,396,705) (426,848) $ (1,879,311) 1,759,784 44,000 1,715,784 973,821 (1,400,669) $ 426,848 123. Crowe Crowe LLP Independent Member Crowe Global INDEPENDENT ACCOUNTANT'S REPORT To the Honorable Mayor and Members of the City Council City of Des Plaines, Illinois We have examined the City of Des Plaines, Illinois' ("City's") compliance with the requirements of subsection (q) of Section 11-74.4-3 of the Illinois Tax Increment Redevelopment Allocation Act during the year ended December 31, 2018. Management of the City is responsible for the City's compliance with the specified requirements. Our responsibility is to express an opinion on the City's compliance with the specified requirements based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the City complied, in all material respects, with the specified requirements referenced above. An examination involves performing procedures to obtain evidence about whether the City complied with the specified requirements. The nature, timing, and extent of the procedures selected depend on ourjudgment, including an assessment of the risks of material noncompliance, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. Our examination does not provide a legal determination on the City's compliance with specified requirements. In our opinion, the City complied with the aforementioned requirements for the year ended December 31, 2018, in all material respects. C4M,IX LL -P Crowe LLP Oak Brook, Illinois June 17, 2019 215.