The URL can be used to link to this page

2022-06-20 - Ordinance 2022-062 - APPROVING A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND IMKD 5 LLC AND BGA RESIDENTIAL LLC FOR THE PROPERTY LOCATED AT 100-228 MCHENRY ROAD (EXCL 150 MCHENRY), AND 270-314 MCHENRY ORDINANCE NO. 2022-062 AN' ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND IMKD 5 LLC AND BGA RESIDENTIAL LLC FOR THE PROPERTY LOCATED AT 100-228 N IVICHENRY ROAD (EXCLUDING 150 N IVICHENRY),AND 270-314 N MCHENRY ROAD, BUFFALO GROVE, IL 60089 WHEREAS, the Village, of Buffalo Grove is a Home Rule Unit by virtue of the Illinois Constitution of 1970;and, WHEREAS,the Village is a home rule unit of government in accordance with Article,VII,Section 6, of the Constitution of the State of Illinois, 1970; and WHEREAS,the Village has the authority, pursuant to the laws of the State of Illinois,to promote the health, safety and welfare of the Village and its inhabitants, to prevent the presence of blight, to encourage private development in order to enhance the local tax base, to increase additional tax revenues realized by the, Village, foster increased economic activity within the Village, to increase employment opportunities within the Village, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purpose, and otherwise be in the best interests of the Village; and WHEREAS, the Village has the power and authority to enter into the Redevelopment Agreement (the "Agreement'), attached as Exhibit A, pursuant to, but not by way of limitation, the home rule powers of the Village under Section 6, Article VII of the 1970 Constitution of the State of Illinois; and WHEREAS, the Village is authorized under the provisions of the Tax Increment Allocation Redevelopment Act,65 ILCS 5/11-74,4-1,et seq., as amended (the "TIF Act"),to finance redevelopment in accordance with the conditions and reqiuirements set forth in the TIF Act; and WHEREAS, 100-228 N McHenry Road (excluding 150 N (McHenry), and 270-314 N McHenry Road(hereinafter referred to as the"Property") is currently improved as a 22 acre commercial shopping center and was approved as a Planned Development in 1986, and is located in The 2020 Buffalo Grove Lake Cook Road TI F District Redevelopment Project Area; and, WHEREAS, the Village, on July 20, 2020, adopted an Inducement Resolution (the, "Inducement Resolution,"), relating to the proposed development of the Property; and WHEREAS, the Village, on November 1, 2021, entered into a non-binding Memorandum of Understanding with an affiliate of Retail Developer ("Memorandum of Understanding"), in which the Village agreed to enter into an agreement for the development of the Property in the, event that the Property qualified for a Tax Increment Finance district; and WHEREAS,as part of the eligibility study of the development of the Property,the Village found that the TIF District, which includes the Property, suffers from the following factors,: lack of growth in EAV, obsolete platting, deterioration, excessive vacancy, presence of structures below minimum code standards, inadequate utilities and lack of community plainning; and WHEREAS, MD 5 LLC and BGA Residential LLC (hereinafter referred to as "Petitioner" or "Developer"), have entered into a contract to purchase and redevelop the existing Property. The development will "nc6cle a 7'-stogy, approximately 297-unit residential building and parking deck with approximately 18,000 square feet of commercial space on the ground floor, a new 43,000 square foot grocery store, multiple retail/restaurant outlets, facade improvements to the existing,center north of Old Checker Road and a public park (collectively, the "Project"),- and, WHEREAS, it is necessary for the successful completion of the Project that the Village enter into this Agreement with Developer to provide for the development of the Property, thereby implementing the Redevelopment Plan; and WHEREAS, Developer has been and continues to be unwilling to undertake, the development of the Property but for certain TlF and other incentives from the Village,which the Vi1lage is willing to provide under the termis and conditions contained in the Agreement; and WHEREAS, the Village has determined that it is desirable and in the Village's best interests to assist Developer in the manner set forth in this Agreement; and NOW THEREFORE BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF 'THE VILLAGE OF BUFFALO GROVE,COOK AND LAKE COUNTIES, ILLINOIS: Section 1. The foregoing Whereas clauses are hereby incorporated herein. Section 2. The Village President and Village Clerk are hereby authorized to execute the Redevelopment Agreement a copyofwhich is attached hereto as Exhibit"A" and any necessary exhibits and documents in furtherance thereof, subject to the final review and approval of the Village Attorney. Village staff is also authorized to implement the terms of the Agreement, subject to the final review and approval of the Village Attorney, Section 3, Thils Ordinance shall be in full force and effect from and after its passage, approval and publication. This Ordinance may be published in pamphlet form. This Ordinance shall not be codified. AYES: 5—Ottenheimer,Weidenfel.d.L Johnson, Smith pike NAYES: 0—None ARSE NT, 1—'.Stein PASSED: June 20, 2022 APPRO,VED,; June 20, 2022 APPROVED: Beverly Sussrna ,Vi:llage President ATTEST" Jan I M. bian Village Mark EXHIBIT A Redevelopment Agreement June 15,2022 REDEVELOPMENTAGREEMENT DATEDDUNE 20, 2022 AMONG VILLAGE OF BUFFALO GROVE, ILLINOIS, IMKD 5 LLC AND BGA RESIDI--,NT'IAL,, LLC BUFFALO GROVETOWN CENTER 80 IS I 762v.8 TABLE OF CONTENTS Page ARTICLE ONE INCORPORATION OF 3 AR TIC LE 'TWO 3 ARTICLETHREE DOCUMFNTCONSTRUCTION 10 3.1 Vocabulary 10 3.2 Section Headings 10 33 Exhibits 10 3.4 Certificates and 10 3.5 Authority of the Village 10 3.6 Retail Developer Authorized 10 3.7 Residential Developer Authorized Representative 11 3.8 No Personal Liability of officials of the Village, Residential Developer, and Retail 11 ARTICLE FOUR IMPLEMENTATION OF 11 ARTICLE FIVE VILLAGE COVENANT'S AND 12 5J Village's Obligations 12 5.2 Final Engineering Plans Approval and Building Permit 12 53 Issuance of the Promissory Notes 12 5A Village Funding 15 5.5 5.6 Cooperation with Other Governments and Authorities 21 5.7 Off-Site 21 ARTICLE SIX VILLAGE FUNDING CONDITIONS 21 6.1 General 21 6.2 List of Funding Conditions 22 ARTICLE SEVEN USE OF VILLAGE FUNDS 25 TI Use 25 T2 Release of Funds from 'TIF Funding Escrow 25 T3 Payment to Retail Developer 25 T4 Total Project Cost Compliance 26 ARTICLE EIGHT DEVELOPER CONSTRUCTION 26 &I Retail Developer and Residential Obligations 27 i 80 IS I 762v.8 ARTICLE NINE ....................................— 29 9J Retail Guaranty ....................................... 29 9.2 Residential Completion Guaranty 30 93 Guaranty and Tax.-Exempt Nature of Bond 30 9A Cancellation of Guaranties 30 ARTICLETEN REAL, ESTATE TAX; CHALLENGES 30 10.1 Real Estate 'Tax 30 10.2 No Impermissible Agreements 31 103 Right to Protest Real 31 10.4 ARTICLE ELEVEN RETAIL, DEVELOPER' S AND RESIDENTIAL DEVELOPER'S COVENANT'S AND 32 ILI Sale of the Retail Parcel and Open Space Parcels 32 11.2 Compliance with Applicable 32 113 Progress Reports and 32 11.4 Fees and Expenses I1.5 Other 33 11.6 Retail Developer 33 I1.7 Residential Developer Existence 33 1 1.8 Open Book Project for Retail Project 33 11.9 Reputable Contractors 34 11.10 Designation of General 11.11 Development Signage for the Property 34 1 IJ2 Redevelopment Project Area 34 ARTICLETWELVE REPRESENTATIONS AND WARRANTIES OF RETAIL, DEVELOPER AND RESIDENTIAL DEVELOPER 34 111 By Retail 34 112 By Residential Developer 35 ARTICLETHIRTEEN REPRESENTATIONS AND WARRANTIES OFTHE VILLAGE 36 13.1 Organization and Authority 36 13.2 Authorization 133 13.4 Survival of Representations and Warranties 37 ii 80 IS I 762v.8 /\RTlCI.B FOURTEEN II/\BULlTY AND RISK. INSURANCE -------- ..............--- 37 14.1 Builder's Risk ------------ .......................... --------------- 37 I4�2 Commercial Liability and Other Policies ----------------------- 37 I4�7 Failure to Comply----------------------------------- 39 ARTlCI.B FIFTEEN [)BF/\[TUT/\N[) REMEDIES 39 I5] [)efamltS/BexnedieS----------------------------------' 39 I5�2 Legal Fees--------------------------------------- 40 153 N0 Waiver bn Delay ---------------------------------' 40 I5A Rights and Remedies Cumulative--------------------------- 40 ARTlCIJBSlXTlBBN /\N[) �//\(�B----------------------------------------� 4I 16.1 N0 Discrimination----------------------------------- 4I I6�2 Advertisements 41 163 C0obract0rS--------------------------------------' 4I I6A Prevailing Wage Act---------------------------------'4I ARTICL,E SEVENTEEN MISCELLANEOUS PB2Ol/ SlONS-----------------4I IT N0tceS ----------------------------------------'4I IT2 Tiome------------------------------------------42 173 Counterparts-------------------------------------- 42 I7A Recordation of 42 IT5 Severa}ility 43 IT6 Choice of 43 IT7 Entire Contract: Integration ------------------------------43 IT8 Amendments -------------------------------------' 43 IT9 Third Parties-------------------------------------- 43 I7]0 ��v��----------------------------------------- 43 I7]I Cooperation and Further Assurances 43 I7]2 Nature, Survival, aodTraoSfer0f Obligations--------------------' 43 I713 N0 ]0iot Venture, Agency 0rPartnership 45 I7]4 Repealer----------------------------------------45 I715 Term------------------------------------------45 I7]6 Estoppel CertficateS---------------------------------' 45 I717 Drafter Bias 45 I718 Mutual Defense 46 — u� xom/7uz a ARTICL,E EIGHTEEN REIMBURSEMFNTOF PROFESSIONAL, FEES 46 ARTICL,E NINETEEN RELEASE OF INFORMATION ........................................................... 46 ARTICL,ETWENTY EFFECTIVENESS 46 iv 80 IS I 762v.8 TABLE OF EXHIBITS EXHIBITS Exhibit A Project Legal Description Exhibit B Certificate of Substantial Completion Exhibit C Funding Certification Exhibit D Certification Request Exhibit E Residential Completion Guaranty Exhibit F Retail Guaranty Exhibit G Site Plan Exhibit H TIF Eligible Expenses Exhibit I TIF Funding Escrow Exhibit First Lien Note Exhibit K. Second Lien Note Exhibit L, NCH Development Exhibit M Excluded Parcels Exhibit N Intentionally Omitted Exhibit 0 Third Lien Note Exhibit P Retail Developer Project Cost Estimate Exhibit Q Annual Per Parcel Projections Exhibit R Off-site Parking Exhibit S Building Plans (Lots 9 &10) v 80 IS I 762v.8 REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT (this "Agreement"), is made and entered into as of the ....... day of 2022 (the i "T-f ective Date") by and among the -------------------------------------- f VILLAGE OF BLJFFALO GROVE, ILLINOIS, an Illinois municipal home rule corporation, located in Cook and Lake County, Illinois (the "Village"), IMKD 5 1AX, a Delaware limited liability company ("Retail Developer"), and BGA RESIDENTIAL, 1AX, a Delaware limited liability company ("Residential Developer") (collectively, the "Parties" and each a"Party"). RECITALS WHEREAS,the Village is a home rule unit of government in accordance with Article VII, Section 6, of the Constitution of the State of Illinois, 1970; and WHEREAS, the Village has the authority, pursuant to the laws of the State of Illinois, to promote the health, safety and welfare of the Village and its inhabitants, to prevent the presence of blight, to encourage private development in order to enhance the local tax base, to increase additional tax revenues realized by the Village, foster increased economic activity within the Village, to increase employment opportunities within the Village, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purpose, and otherwise be in the best interests of the Village; and WHEREAS, the Village has the power and authority to enter into the Agreement pursuant to, but not by way of limitation, the home rule powers of the Village under Section 6, Article VII of the 1970 Constitution of the State of Illinois; and WHEREAS, the Village is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74A.-1, et seq., as amended (the "TIF Act"), to finance redevelopment in accordance with the conditions and requirements set forth in the TIF Act; and WHEREAS, the Village, on July 20, 2020, adopted an Inducement Resolution (the "Inducement Resolution") relating to the proposed development of the approximately 19--acre parcel of land located at the northwest corner of Lake Cook and McHenry Road in the Lake County portion of the Village, and legally described on Exhibit A to this Agreement(the"Property"); and WHEREAS,the Village, on November 1, 2021, entered into a non-binding Memorandum of Understanding with an affiliate of Retail Developer ("Memorandum of Understanding"), in which the Village agreed to enter into an agreement for the development of the Property in the event that the Property qualified for aTax Increment Finance district; and WHEREAS, pursuant to the TIF Act and all other Illinois statutory requirements, the Village took all steps required by theTIF Act to create aTIF district for the Property including but not limited to authorizing the preparation of and approving an eligibility study and report entitled "The 2020 Buffalo Grove Lake Cook Road TIF District Redevelopment Project Area" dated March 5, 2020 (the"Redevelopment Plan")which includes the Property, issuing all required legal notices and newspaper publications, holding a,Joint Review Board meeting on May 21, 2020 and a public hearing by the Corporate Authorities on June 22, 2020, that was continued from time to 80 IS I 762v.8 time to July 20, 2020, adopting the required ordinances as set forth below, and thereby creating The 2020 Buffalo Grove Lake Cook Road'TIF District(the"TIF.Dislrict"), all pursuant to Illinois statutory requirements; and WHEREAS,as part of the eligibility study of the development of the Property,the Village found that the TIF District, which includes the Property, suffers from the following factors: lack of growth in EAV, obsolete platting, deterioration, excessive vacancy, presence of structures below minimum code standards, inadequate utilities and lack of community planning; and WHEREAS, to stimulate and induce development of the Property and other properties in the TIF District pursuant to the TIF Act, the Village, on July 20, 2020, adopted the following ordinances (collectively, the "TIF Ordinances"), after giving all notices required and after conducting the public hearings required by applicable law including theTIF Act: 1. Ordinance No. 2020-56, approving the Redevelopment Plan; and 1 Ordinance No. 2020-57, designating the Redevelopment Project Area; and 3. Ordinance No. 2020-58, adopting Tax Increment Financing for the Redevelopment Project Area; and WHEREAS,Retail Developer and Residential Developer have represented to Village that Retail Developer, Residential Developer, and their principals, are skilled in the development and operation of commercial and residential developments, respectively, and are able to provide the Project (as defined in Article 'Two) with the necessary skill, knowledge and expertise as well as input from other experts and consultants in the construction and operation of such a Project; and WHEREAS, Retail Developer has entered into a Purchase and Sale Agreement with the current owner of the Property to purchase the Property; and WHEREAS, Retail Developer desires to develop the Retail Parcel (as defined in Article 'Two) and to sell the Residential Parcel (as defined in Article 'Two) to Residential Developer; and WHEREAS, Residential Developer desires to buy the Residential Parcel from Retail Developer, and to develop the Residential Parcel; and WHEREAS, in February 2022, Retail Developer, on behalf of itself and Residential Developer, filed an application for an amendment to an existing planned unit development and other related relief to develop the Project on the Property; and WHEREAS, it is necessary for the successful completion of the Project that the Village enter into this Agreement with Retail Developer and Residential Developer to provide for the development of the Property, thereby implementing the Redevelopment Plan; and WHEREAS, Retail Developer has been and continues to be unwilling to undertake the development of the Property but for certain TIF and other incentives from the Village, which the Village is willing to provide under the terms and conditions contained herein; and 2 80 IS I 762v.8 WHEREAS, the Village has determined that it is desirable and in the Village's best interests to assist Retail Developer in the manner set forth in this Agreement; and WHEREAS, this Agreement has been submitted to the appropriate authority of each respective Party for consideration and review prior to the approval and execution of this Agreement by each respective Party, and any and all actions precedent to the execution of this Agreement have been undertaken and performed in the manner required by law; and NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows: ARTICLE ONE INCORPORATION OF RECITALS The findings, representations and agreements set forth in the above Recitals are material to this Agreement and are hereby incorporated into and made a part of this Agreement as though fully set out in this Article One, and constitute findings, representations and agreements of the Village, Residential Developer, and Retail Developer according to the tenor and import of the statements in such Recitals. ARTICLE TWO DEFINITIONS For the purposes of this Agreement, capitalized words and terms used in this Agreement shall have the meaning provided in this Article Two, and from place to place in this Agreement, including in the above Recitals. "2020 Lake Cook Road TIF District Allocation Fund' means the special fund for the Redevelopment Project Area created by the Corporate Authorities pursuant to theTIF Act and into which the Incremental Proper tyTaxes will be deposited as provided for in this Agreement. "Bond Counsel"means Chapman and Cutler LAP or as otherwise approved by the Village. "Business Day" means a Day other than a weekend Day and other than a holiday observed officially in the State of Illinois. "Certificate qf,Vubstantial Completion" means the certificate, in the form of Exhibit B to this Agreement, that is required to be issued by the Village Manager upon each of(a) "Substantial Completion.-Retail" as provided in this Agreement and(b) "Substantial Completion- Residential," as provided in this Agreement. "Corporate Authorities"means the President and Village Board of Trustees of the Village of Buffalo Grove, Illinois. "Day" means a calendar day. 3 80 IS I 762v.8 "Depository Agreement" means that certain Depository Agreement among the Village, Depository Bank and Retail Developer. "Depository Bank" means a financial institution with trust powers chosen by the Retail Developer with the consent of the Village, which consent shall not be unreasonably withheld, to hold and distribute funds as provided in the Depository Agreement, including the capitalized interest and the debt service reserve related to the First Lien Note and if applicable the Second Lien Note. "Developers" means both Retail Developer and Residential Developer. "Ef,ft,ctive Date" means the date first appearing above. "Final Engineering Plans" means the engineering plans for the Project to be approved by the Village Engineer, which include, but is not limited to, final engineering plans for the Retail Project, prepared by ................ dated ................ project no. ................ and final engineering plans for the Residential Project prepared by ............. dated ............. project no. ----------------and as included in the final Special Use Planned Development Ordinance. "Final PUD Plan" means, collectively, the final plans for the Planned Unit Development approved or to be approved by the Village. The Final PUD Plan includes (1) all plans, specifications,and cut sheets that are set forth and identified on Exhibit B to the ..........PUD Special Use Ordinance and (2) upon its completion and approval pursuant to this Agreement, the Final Engineering Plans. "Final Vubdivhvion Plat" means the Final Plat Subdivision, with the latest revision dated ------------------------------------i 2022, consisting of ............ pages, prepared by ---------------------------------------------------- depicting a ___________---lot subdivision of the Property, which was approved by the Corporate Authorities as part of the ----------PUD Special Use Ordinance, and to be recorded in the office of the Lake County Recorder. "Funding Certification" means the certification in the form of Exhibit C to this Agreement, to be delivered by Retail Developer upon satisfaction of each of the Funding Conditions. "Funding C'onditions" means the specific conditions set forth in Article Six of this Agreement that must be satisfied before the Village is required to issue the Promissory Notes. "Guaranty Date"means the date that is four years after the date on which the initial Village Funds are deposited with the Depository Bank, before which the Retail Construction Obligation and the Residential Construction Obligation must be satisfied as provided in Article Eight of this Agreement. "Incremental Property Taxes" means the ad valorem taxes, if any, arising from the taxes levied upon the Property, which taxes are attributable to the increases in the then current equalized assessed value of each taxable lot, block, tract, or parcel in the Property over and above the total initial equalized assessed value of each such lot, block, tract, or parcel of real property, all as 4 80 IS I 762v.8 --------------------------------------------------------------------------------------------------- determined by the County Clerk of Lake County, Illinois, pursuant to and in accordance with the TIF Act, theTIF Ordinances and this Agreement. "Inflationary Incremental Property Taxes" means the annual projected incremental ad valorem taxes on property within theTIF District, as and to the extent listed on Exhibit Q attached hereto, excluding therefrom the Property and certain other parcels identified on Exhibit M attached hereto and made a part hereof(the 'Txcluded Parcels"), "Internal Revenue C'ode" means the Internal Revenue Code of 1986, as amended and in effect on the Effective Date. "On,Vite improvements" means all of those certain improvements to be constructed on the Property as part of the Project as shown on the Site Plan. On.-Site Improvements include, without limitation, the buildings, internal roadways, sidewalks, sanitary sewer lines, water lines, storrn sewer lines, utility (including electricity, phone, and gas), surface parking lots, and landscaping that are part of the Retail Project and the Residential Project. "Open,Vpace Parcel" means that portion of the Property consisting of approximately 0.85 acres and depicted as Lot 5 on the Final Subdivision Plat. "Party" or "Parties" means the Village, Retail Developer, and Residential Developer, as the context requires. "Person" means any individual, corporation, partnership, limited liability company,joint venture, association, trust, or government or any agency or political subdivision thereof, or any agency or entity created or existing under the compact clause of the United States Constitution. "Planned Unit Development" or "PUD" means the special use, to allow development of the Retail Project and the Residential Project on the Property, pursuant to Section 17.28.050 and Section 17.44.060 of the Buffalo Grove Zoning Ordinance, granted by the Corporate Authorities, as the PUD may be amended from time to time. "Private Placement Purchaser" means a Qualified Investment Buyer as defined under Rule 144A of the 1933 Securities Act purchasing Promissory Notes in a private placement transaction. "Prohibited Uses" means those uses not specifically identified as either a permitted or special use in the B5 Town Center Planned District, except as may be modified by the PUD, as may be amended from time to time. "Project"means the development and construction of the Retail Project,Open Space Parcel and the Residential Project. "Promissory Notes" means, collectively, the First Lien Note, Second Lien Note (if any) and theThird Lien Note. 'WedevelopmentPrqiect Area"means the area designated by the Corporate Authorities in theTIF Ordinances. 5 80 IS I 762v.8 "Redevelopment Project Costv" means all qualifying costs that are authorized and defined by section 74.4-3 (q) of theTIF Act. "Residential Cornpletion Guaranty" means the guaranty in substantially the form of Exhibit E to this Agreement to be executed by the Residential Developer (the "Residential Guarantor"), and as further described in Article Nine of this Agreement. "Residential C'onstruction Obligation"means the construction required by this Agreement to achieve Substantial Completion.-Residential. "Residential Leader" means the financial institution selected by Residential Developer to provide the acquisition and construction financing necessary for the completion of the Residential Project, which financial institution shall be (1) insured by the Federal Depository Insurance Corporation, (2) chartered in the State of Illinois, or have a registered agent in the State of Illinois, and (3) have adequate capital, assets, earnings and liquidity to ensure the financial soundness of the institution. Specifically, "Residential Lender" shall also include a commercial bank or trust company, savings bank, savings and loan association, a CMBS or other securitized loan provider, licensed insurance company but only 'such Lenders are qualified to do business in the State of Illinois, have assets of not less than $100,000,000 and have experience in making construction loans comparable to that required for the Residential Project. "Residential Parcel" means that portion of the Property that is approximately seven (7) acres in size and is depicted as Lot 7 on the Final Subdivision Plat. "Residential Private Building" means the seven-story building that is contemplated to be constructed as part of the Residential Project on the Residential Parcel. "Residential Project' means that portion of the Project to be developed by Residential Developer on the Residential Parcel that contemplates the construction of a T-story 275-300 unit apartment building along with a 4--story free-standing, connected parking structure. The Residential Project will include approximately 15,400 .- 16,200 square feet of ground floor retail space, of which approximately 3,000 .- 5,500 square feet shall be designed to accommodate a full.- service restaurant with a"black iron"ventilation system. The Residential Project shall also include the construction of those On.-Site Improvements that are shown on the Site Plan as located on the Residential Parcel. The definition of the Residential Project will be deemed to be the Residential Project as authorized by the PUD and plans approved by the Village in connection with the issuance of permit. Residential Developer shall improve in a manner reasonably acceptable to the Village and donate the Open Space Parcel to the Village. The Village may,at its discretion, donate such parcel to the Buffalo Grove Park District as a park (the "Park"). The Village acknowledges that the Park will be used by Retail Developer and Residential Developer and Village programming for activities subject to a future agreement. Such use shall be non-exclusive, and the rights to use the Park shall not exceed those rights of the general public. At a minimum, the Residential Developer shall grade, seed, and provide wet utility connections to the boundary of the Open Space Parcel. "Retail Grocery Anchor" means a national credit grocery tenant within the Retail Project occupying space that is at least forty-three thousand (43,(00) gross square feet. 6 80 IS I 762v.8 "Retail Construction Obligation" means the construction required by this Agreement to achieve Substantial Completion.-Retail. "Retail Guaranty" means the guaranty in the form of Exhibit F to this Agreement to be executed by and on behalf of Retail Developer, and as further described in Article Nine of this Agreement. "Retail Outlots" means outlots within the Retail Project depicted as Lots 3, 4, 6 and 10 on the Final Subdivision Plat. "Retail Parcel"means that portion of the Property that is approximately 14.32 acres in size and is depicted as Lots I through 4, lot 6, and Lots 8 through 11 on the Final Subdivision Plat. "Retail Private Buildings," means the buildings that are contemplated to be constructed as part of the Retail Project on the Retail Parcel. "Retail Project' means that portion of the Project to be developed by Retail Developer on the Retail Parcel that contemplates a retail development and outlot buildings of no less than approximately 90,000 square feet, including the existing 34,000 square foot retail center north of Old Checker Road, anchored by a Retail Grocery Anchor that is not less than 43,000 square feet, substantially as depicted on the Site Plan, as well as the construction of those On.-Site Improvements that are shown on the Site Plan as located on the Retail Parcel and more specifically described as follows: a. Minimum 43,000 square foot Retail Grocery Anchor, unless otherwise approved by the Village, with a minimum 15--year lease with no early termination provisions (other than typical Landlord/Tenant default termination provisions), which shall be developed on the Retail Parcel in accordance with the terms of this Agreement. Retail Developer shall use commercially reasonable efforts including but not limited to actively marketing the property for retail users, to ensure that the building, once constructed and open, remains occupied during the term of this Agreement. b. Not less than approximately 2,500 square foot freestanding restaurant with or without drive-through, unless otherwise approved by the Village, which shall be developed on the Retail Parcel in accordance with the terms of this Agreement. Retail Developer shall use commercially reasonable efforts including but not limited to actively marketing the property for retail users, to ensure that the building, once constructed and open, remains occupied during the term of this Agreement. c. A minimum of two (2) outlots north of the Open Space Parcel and south of Old Checker Road, with one outlot not less than 6,000 square feet and one outlot not less than 4,000 square feet. Each outlot building shall have either one (I) full service,restaurant or two(2)national credit fast casual restaurants, unless otherwise approved by the Village, plus retail which shall be developed on the Retail Parcel in accordance with the terms of this Agreement. Retail Developer shall use commercially reasonable efforts including but not limited to actively marketing the 7 80 IS I 762v.8 property for retail users, to ensure that the building, once constructed and open, remains occupied during the term of this Agreement. d. Intentionally Omitted e. The Retail Developer shall make facade, parking lot, signage and landscaping improvements for the existing approximately 34,000 square foot building located north of Old Checker Road in accordance with the plans attached as Exhibit S. In addition, the Retail Developer shall create an outlot, as depicted as Lot 10 on the Final Subdivision Plat,north of Old Checker Road, and construct a minimum 3,000 square foot building which shall be designed and built for a retail Sales Tax generating use, unless otherwise approved by the Village. f. Village and Retail Developer acknowledge that the existing lots with PINS 15-33- 304-212 and 15-33-304-117 (the 'Txi,,vting Lotv") will remain in place. Retail Developer shall attempt to acquire and redevelop those parcels as such parcels become available but the timing or failure to acquire and redevelop shall not affect any determination of Substantial Completion. The Village shall not share any portion of the Sales Tax generated from the Existing Lots as part of this Agreement. ",.Vales Tax" means all of that portion or component of the Village's Home Rule Sales Tax of one percent (I%), Village's Retailer's Occupation Tax of one percent (I%) and the Village's Food and Beverage sales tax of one percent (I%) generated from Lots 2, 3, 4, 6, 7 and 10 of the Property as depicted on the Final Subdivision Plat, and excluding the Existing Lots with PINS 15- 33-304-212 and 15-33-304-11 T ",Vhared,.Vales Tax"means fifty percent(50%) of the result of subtracting from Sales Tax the first$250,000 of Sales Tax per year. ",.Vite Plan" means the Site Plan for the Project prepared by PUD Special Use Ordinance and attached to this Agreement as Exhibit G. ",.Vtate" means the State of Illinois. ",.Vubstantial C'ornpletion-Residential'means substantial completion of those portions of the Residential Project set forth in, and as determined by the process described in, Section 8.1 F of this Agreement. ",.Vubstantial Cornpletion .- Retail' means substantial completion of those portions of the Retail Project set forth in, and as determined by the process described in, Section 8.IF of this Agreement. "TIF Eligible F-xpenses" means those expenses related to the Project incurred and paid after July 20, 2020, the date of the Inducement Resolution, that are listed on Exhibit H to this Agreement and that qualify as "redevelopment project costs" as defined in Section 74.4-3 (q) of the TIF Act, as restricted pursuant to this Agreement. Subject to the Retail Developer providing 8 80 IS I 762v.8 documentation satisfactory to the Village of such costs having been incurred and paid by the Developer. "TIF Funding Escrow" means the escrow account to be created with Chicago Title Insurance Company by the Village and Retail Developer, in substantially the form attached to this Agreement as Exhibit 1, into which the net proceeds of the First Lien Note sale are to be deposited pursuant to this Agreement, and out of which the cost of certain TIF Eligible Expenses are to be reimbursed to the Retail Developer, all as further provided in this Agreement. "Trustee"means a financial institution with trust powers chosen by the Retail Developer to which the Retail Developer expects to assign the First Lien Notes. "Trust Agreement" means an agreement between the Retail Developer and the Trustee pursuant to which the Retail Developer will assign the First Lien Notes to the Trustee. "Uncontrollable Orcumstance" means any event which: a. is beyond the commercially reasonable control of, and without the fault of,the Party relying thereon; and b� is one or more of the following events: i. insurrection, riot, civil disturbance, strike, boycott or other labor action, sabotage, embargo, supply chain disruption, act of the public enemy, vandalism, explosion, nuclear incident, epidemic, governmental order, condemnation or taking, change in law, war or naval blockade-, ii. hurricane, tornado, landslide, earthquake, lightning, fire, windstorm, flooding, other extraordinary weather conditions or other similar Act of God; or iii. delay in the commencement of demolition of the existing improvements for the Retail Grocery Anchor and Residential Project on account of the holding over of any existing tenant or occupant. Uncontrollable Circumstance shall not include: (1) the unavailability of money, economic hardship or impracticability of performance,(2)commercial or economic frustration of purpose, or (3) a failure of performance by a contractor (except as caused by events (b)(i) or(b)(ii) above which are Uncontrollable Circumstances as to the contractor). "Village Funds" means, collectively, the funds the Village has agreed to pledge to support the Promissory Notes in Section 5.4 below. "Village Manager"means the duly appointed Village Manager of the Village from time to time. 9 SO IS I 762v.8 ARTICLE THREE DOCUMENT CONSTRUCTION This Agreement, except where the context by clear implication shall otherwise require, shall be construed and applied as follows: 3.1 VocabulM. a. Definitions include both singular and plural. b� Pronouns include both singular and plural and cover all genders. c. The word "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." 3.2 Section HeLdin �,6s. Headings of sections and subsections herein are solely for _ convenience of reference and do not constitute a part hereof and shall not affect the meaning, con structi on or effect hereof. 33 Exhibits. All exhibits attached to this Agreement shall be and are operative provisions of this Agreement and shall be and are incorporated by reference in the context of use where mentioned and referenced in this Agreement. In the event of a conflict between any exhibit and the terms of this Agreement, the exhibit shall control. 3A Certificates an QD1fl"-. Any certificate, letter or opinion required to be given pursuant to this Agreement means a signed document attesting to or acknowledging the circumstances, representations, opinions of law or other matters therein stated or set forth. Reference herein to supplemental agreements,certificates,demands,requests,approvals,consents, notices and the like means that such shall be in writing whether or not a writing is specifically mentioned in the context of use. 3.5 Authoritypf the Village ana er. The Village Manager, unless applicable law requires action by the Corporate Authorities, shall have the power and authority to make or grant or do those things, certificates, requests, demands, notices and other actions described in this Agreement and the PUD for and on behalf of the Village and with the effect of binding the Village. Retail Developer and Residential Developer are entitled to rely on the full power and authority of the persons executing this Agreement on behalf of the Village as having been properly and legally given by the Village. As provided in this Agreement, the Village Manager shall not be personally liable under this Agreement, and shall not be subject to any personal liability or accountability by reason of or in connection with or arising out of his or her performance under this Agreement. 3.6 Retail Developer AuthorizedEfDresentative. In connection with the foregoing and other actions to be taken under this Agreement, and unless applicable documents require action by Retail Developer in a different manner, Retail Developer hereby designates Chad Jones as its authorized representative, who shall individually have the power and authority to make or grant or do all things, supplemental agreements, certificates, requests, demands, approvals, consents, notices and other actions required or described in this Agreement for and on behalf of Retail Developer and with the effect of binding Retail Developer in that connection (such individual 10 SO IS I 762v.8 being an "Authorized Retail Developer Representative"). Retail Developer shall have the right to change its Authorized Retail Developer Representative by providing the Village with written notice of such change. As provided in this Agreement,the individual designated as the Authorized Retail Developer Representative shall not be personally liable under this Agreement, and shall not be subject to any personal liability or accountability by reason of or in connection with or arising out of his or her performance under this Agreement. 3.7 Residential Developer AuthorizedRoresentative. In connection with the foregoing and other actions to be taken under this Agreement,and unless applicable documents require action by Residential Developer in a different manner, Residential Developer hereby designates :dim Wells as its authorized representative,who shall individually have the power and authority to make or grant or do all things, supplemental agreements, certificates, requests, demands, approvals, consents, notices and other actions required or described in this Agreement for and on behalf of Residential Developer and with the effect of binding Residential Developer in that connection (such individual being an "Authorized Residential Developer Representative"). Residential Developer shall have the right to change its Authorized Residential Developer Representative by providing the Village with written notice of such change. As provided in this Agreement, the individual designated as the Authorized Residential Developer Representative shall not be personally liable under this Agreement, and shall not be subject to any personal liability or accountability by reason of or in connection with or arising out of his or her performance under this Agreement. 3.8 No Personal Liabili lieveloper. No covenant or agreement contained in. this Agreement shall be deemed to be the covenant or agreement of the Mayor, a Village Board of Trustee member, the Village Manager, or any official, officer, partner, member, director, agent, employee or attorney of either (a) the Village, (b) Residential Developer, or (c) Retail Developer, in his or her individual capacity. No official, officer, partner, member, director, agent, employee or attorney of either (a) the Village, (b)Residential Developer, or(c)Retail Developer shall be liable personally under this Agreement orbe subject to any personal liability or accountability by reason of or in connection with or arising out of the execution, delivery and performance of this Agreement, or any failure in that connection. ARTICLE FOLJR IMPLEMENTATION OF PROJECT The Parties acknowledge and agree that notwithstanding anything in this Agreement to the contrary, this Agreement is subject to and conditioned upon the execution of this Agreement by and among the Village and the Developers. The Parties acknowledge and agree that neither the Retail Project nor the Residential Project can move forward or commence any construction, including earth work, and the Village shall not deposit the Village Funds, unless both the Retail Project and the Residential Project are approved by the Village as part of a single planned development. Furthermore, Retail Developer shall have delivered all required application materials for approval of the Planned Unit Development on or before the Effective Date. 11 80 IS I 762v.8 ARTICLE FIVE VILLAGE COVENANTS AND AGREEMENTS 5J Villa�,e.�sObl�i �,qfions. The Village shall have the specific obligations set forth in I -- this Article Five in connection with the Project, as well as such other obligations as set forth elsewhere in this Agreement or as otherwise required by law. 5.2 Fijnqqat1J-!gLYijnee�riLY Plans and Bqildin Permit Issuance. A. Upon submittal by Developers of the Final Engineering Plans, the Village shall cause its Village Engineer to review such plans and cooperate and coordinate with the Lake County Public Works Department during such review, if needed. Provided that the Final Engineering Plans prepared and submitted to the Village by the Developers conform substantially to the Planned Unit Development Special Use Ordinance and Village Codes as varied or modified by the Planned Unit Development Special Use Ordinance and approved by the Village,the Village shall cause its Village Engineer to promptly, but in no event later than 45 days after the date of submission by the Developers, review and, if the Final Engineering Plans comply with Village Codes as the same have been varied or modified by the Final PUD Plan, approve the Final Engineering Plans. If the Village Engineer believes that the Final Engineering Plans do not conform substantially in the manner required in this Section, he shall promptly notify the Developers of any deficiency, and the Developers shall have the opportunity to resubmit the Final Engineering Plans. 'The Village Engineer shall then have the approval requirement set forth in this Section. The Parties acknowledge and agree that the Village Engineer's approval of sewer and water engineering requirements will occur after the review and approval thereof by the Lake County Public Works Department. B. Upon submittal by Developers of the required application and information necessary for issuance of building pen-nits for construction of the Project, the Village shall review submittals and issue the building permit in the manner required by applicable Village Code or ordinances on an expedited basis so long as said applications conforrn with Village Code, the Planned Unit Development, final PUD plan and Final Engineering Plans. 53 Issuance of the Pro!RLssory Notes. A. Upon satisfaction of the Funding Conditions set forth in Section 6.2A of this Agreement, the Village shall issue to the Retail Developer a note in form and substance as attached hereto as Exhibit J (the "Fir,,vt Lien Note") and, if Retail Developer so elects, the Village shall issue to the Retail Developer a note in forrn and substance as attached hereto as Exhibit K (the "'Vecond Lien Note"). The Village acknowledges that the Retail Developer (a) intends to assign the First Lien Note to the Trustee pursuant to aTrust Agreement or sell the First Lien Note to a Private Placement Purchaser and (b) to sell the Second Lien Note to a Private Placement Purchaser. It is expressly understood that the sum of(i) the total combined Net Proceeds to Retail Developer (as hereinafter defined) from the sale of the First Lien Note and Second Lien Note (if any), plus (ii) the face amount of the Third Lien Note, shall not exceed $22,750,000.00 (the "Maximum Net Amount'). The face amount of the First Lien Note and Second Lien Note (if any) shall each be determined at the time of sale of the First Lien Note and Second Lien Note (if any) as hereinafter provided for based on then current market conditions for obligations of such 12 80 IS I 762v.8 type and the projected pledged funds to secure such notes. The principal amounts and terms of the First Lien Note and Second Lien Note (if any), including a capitalized interest reserve for both such notes and a debt service reserve fund for the First Lien Note, shall be structured in accordance with market conditions to provide the maximum Net Proceeds to Retail Developer. 'The term "Net Proceeds to Retail Developer"shall mean the aggregate proceeds of the First Lien Note and Second L,ien Note (if any) deposited in theTIF Funding Escrow, after funding (I) the capitalized interest reserves for such notes, (2) all costs of sale and (3) Bond Counsel fees. The First Lien Note and the Second Lien Note (if any) shall each bear interest at a rate of interest for similar notes determined by the market at the time of sale and have a maturity determined by market conditions at the time of sale but in no event later than December 31, 2044. The capitalized interest fund and the debt service reserve fund for the First Lien Note shall be held by the Depository Bank and applied as provided in the Depository Agreement. The capitalized interest fund for the Second L,ien Note will be held by the Depository Bank and applied as set forth in the Second Lien Note. Upon maturity of the First Lien Note, the debt service reserve fund, if any then remaining and not paid to the holder of the First Lien Note in satisfaction of payments due thereunder, shall be paid, first, to the holder of the Second Lien Note (if any) to the extent of any scheduled payments of principal and interest then due thereunder, the balance then remaining, if any, to the Village. Any Village Funds received prior to ,luly 1, 2025 shall be used (i) first to increase the amount on hand in the debt service reserve fund held by the Depository under the Depository Agreement to the amount of the debt service reserve requirement set forth in the Note Ordinance, (ii) second to pay the principal of and interest on the First Lien Note and the Second Lien Note then due, as applicable, and (iii) third, to be deposited into a separate fund of the Village with the Special Tax Allocation Fund to be held by the Village until the issuance of theThird Lien Note, the amount so held being referred to herein as the "Excess Amount." Upon the issuance of theThird Lien Note, the Excess Amount will be paid to the Retail Developer and will reduce the principal amount of theThird Lien Note to be issued B. Upon satisfaction of the Funding Conditions, issuance of the First Lien Note, a temporary or final certificate of occupancy for not less than 5 1,000 square feet of new construction located on the Retail Parcel and the substantial completion of improvements to the existing center on Lots 9 & 10 in the Final Subdivision Plat as depicted on Exhibit S, the Village shall issue and deliver to Retail Developer a subordinate developer promissory note in form and substance as attached hereto as Exhibit 0 (the "Third Lien Note") in a face amount equal to the Maximum Net Amount less the amount of Net Proceeds to Retail Developer actually derived by the Retail Developer from the issuance of the First Lien Note and the Second Lien Note less the Excess Amount. The interest rate borne by theThird Lien Note shall be determined as set forth in Section 5.3(D). If any portion of the Third Lien Note is issued on a taxable basis,then such taxable portion of the Third Lien Note will be subordinate to the Tax-Exempt portion of the Third Lien Note with respect to payment from the Village Funds. The Third Lien Note may be assigned or pledged as collateral to a third-party lender providing financing for the Retail Project, subject to the approval of the Village Manager. It may also be assigned to one or more Affiliates of Retail Developer. If theThird Lien Note is issued as a tax-exempt obligation and is assigned or pledged as collateral to a third party lender or an Affiliate, the Retail Developer agrees it will not pledge additional revenues or provide additional security for repayment of the Third Lien Note beyond what is provided for in the RDA, and will not provide a letter of credit or additional credit enhancement or a personal guaranty on theThird Lien Note. Retail Developer acknowledges that it shall not be required to comply with the above covenant in the event that it receives an opinion 13 80 IS I 762v.8 of Bond Counsel that such additional support or security on theThird Lien Note will not adversely affect the exclusion of the interest from the gross income of the holders thereof for federal income tax purposes. C If the requirements under the Internal Revenue Code of 1986 (the "Code") and the regulations promulgated thereunder, for exclusion of the interest on First Lien Note, Second Lien Note (if any) andThird Lien Note from the gross income of the holders thereof for federal income tax purposes are met, the Village will endeavor, in good faith, to issue the First Lien Note, Second Lien Note (if any) and theThird Lien Note as tax-exempt obligations, subject to the approval and opinion of Bond Counsel. D Subject to C, above, at the times of issuance of each of the Promissory Notes, the Village shall endeavor to supply to Retail Developer an opinion of Bond Counsel that (i) the interest on such Note is not includible in the gross income of the registered owner thereof under the Code for federal income tax purposes, and not included as an item of tax preference in computing the alternative minimum tax for individuals under the Internal Revenue Code, subject to customary qualification and exceptions and (ii) the Promissory Notes are valid and legally binding and enforceable obligations of the Village payable from the pledge of Village Funds as set forth in this agreement, subject to customary qualifications and exceptions (together, the "Opinions"). If the Village is unable to issue either the First Lien Note or the Second Lien Note on a tax-exempt basis or if either of the Opinions is not supplied with respect to the First Lien Note or the Second Lien Note, then this Agreement shall be terminable at the election of Retail Developer by notice to the Village, and upon such termination, anything herein to the contrary notwithstanding, no Party shall have any obligation under this Agreement to one another. If the Village is able to issue the Third Lien Note on a tax-exempt basis, the interest rate borne by the Third Lien Note shall be 6.75%. If the Village is unable to issue the Third Lien Note on a tax-- exempt basis in full or in part, then only the taxable portion of theThird Lien Note shall be issued on a taxable basis, with an interest rate equal to the greater of(I) 150% of the interest rate on the portion of theThird Lien Note issued on a tax exempt basis or (2) 600 basis points above the 20 year U.S. treasury security as set forth on the Daily Treasury Par Yield Curve Rates on the treasury.gov website,but in no event to exceed twelve percent per annum (12%) and part(i) of the Opinions pertaining to theThird Lien Note shall not be required. E The Village, the Retail Developer and the Residential Developer shall take all actions reasonably required by Bond Counsel so that Bond Counsel may issue its Opinions referenced above, provided that the Village shall not be required to pledge any other revenues to the Promissory Notes other than as described herein and shall not be required to contribute any funds for Redevelopment Project Costs except as expressly set forth in this Agreement. E No Party shall take any action that would jeopardize the tax-exempt status of the Promissory Notes, and the Developers shall provide all information requested by Bond Counsel, and shall enter into customary agreements requested by such Bond Counsel, to allow Bond Counsel to issue the Opinions. & The Village shall take all actions within its power to cause interest paid on the Promissory Notes to be excludable from gross income of the holders thereof for federal income tax purposes and not included as an item of tax preference in computing the alternative minimum 14 80 IS I 762v.8 tax for individuals under the Internal Revenue Code, including, without limitation, the filing of IRS Form 8038.-G upon issuance of each of the Promissory Notes, provided however, that the Village shall not be required to pledge any other revenues to the Promissory Notes other than as described herein, shall not be required to contribute any funds for Redevelopment Project Costs except as expressly set forth herein and the Village shall not be limited in the manner it finances any other facilities. K It is understood by the Parties that each of the First Lien Note and the Second Lien Note (if any) is to be sold or assigned by Retail Developer to a Qualified Investment Buyer as defined under Rule 144A of the 1933 Securities Act. The proceeds of the sale of the First L,ien Note, net of Bond Counsel fees, costs of sale, and a capitalized interest fund which are to be held and applied by the Depository Bank, shall be paid into theTIF Funding Escrow, invested at the direction of Village within the framework allowed by the Escrow Agent, and applied from time to time as herein provided. 'The First Lien Note debt service reserve fund, as and when funded, and the capitalized interest fund shall be invested and applied as provided in the Depository Agreement. The proceeds of the sale of the Second Lien Note, if any, net of Bond Counsel fees, costs of sale and a capitalized interest fund which is to be held and applied by the Village or Depository Bank as the Village shall determine, shall be paid into the TIF Funding Escrow, invested at the direction of Village within the framework allowed by law and applied from time to time as herein provided. The Second Lien Note capitalized interest fund shall be invested and applied as allowed by law. I. The Village agrees not to prepay the First Lien Note or the Second Lien Note (if any) for a period of seven years after the date of issuance. 5A villa�e F undin A. The Village agrees to pledge the Incremental Property 'Taxes from the 2020 Buffalo Grove Lake Cook Road 'TIF District Allocation Fund and Sales Tax from Lots 2, 3, 4, 6, 7 and 10 of the Property as depicted on the Final Subdivision Plat, subject to conditions below, to support the repayment of the First Lien Note. The Village shall have no obligation to make any payments pursuant to this Agreement until such time that Incremental Property Taxes and Sales Taxes are available. Retail Developer acknowledges that the First Lien Note shall not be a general obligation of the Village and shall only be supported by the funds described in this Section 5.4.B, if available, during the term of the 2020 Buffalo Grove Lake Cook Road 'TIF District (up to and including tax year 2043, collection year 2044) or 20--years from the First Lien Note Issuance Date, whichever comes sooner. B. The sources of funds for repayment of the First Lien Note shall be as follows and in order of priority: I The Village agrees to pledge 100% of the Incremental Property Taxes from the Project, less annual Village administrative fees of 5% as provided herein, to support the repayment of the First Lien Note during the term of the First Lien Note or 20--years from the date of issuance of the First Lien Note (the "Firsl Lien Note I'S'suanc`e Date"), whichever comes sooner.; and 15 80 IS I 762v.8 1 The Village agrees to pledge 100%of the incremental property taxes generated from the parcels comprising the Northwest Community Hospital development, including the future outlot, less annual Village administrative fees of 5% as provided herein, depicted and legally described on Exhibit 'T" attached hereto and made a part hereof(the "NUI Development"), to support the repayment of the First Lien Note during the term of the First Lien Note or 20--years from the First Lien Note Issuance Date, whichever comes sooner; and 3. The Village agrees to pledge the Shared Sales Tax, to support the repayment of the First Lien Note during the term of the First Lien Note or 20--years from the First Lien Note Issuance Date, whichever comes sooner. and 4. The Village agrees to pledge the Inflationary Incremental Property Taxes to support repayment of the First Lien Note. 'The Village's obligations to support the First Lien Note with the Inflationary Incremental Property'Taxes shall not exceed those per parcel annual projections outlined on Exhibit Q attached hereto and made a part hereof (the "Annual Per Parcel Projections") and shall exclude those parcels identified on Exhibit M. S. In the event the sources of funds at any time exceed the required amount to support the annual payments of the First Lien Note at such time, they shall be applied to payments then due under the Second Lien Note (if any), and then if there is any excess remaining, to theThird Lien Note, including theThird Lien Note Reserve, and once the sources of funds exceed all such payments, the Village shall have the right but not the obligation to accelerate, from and after the seventh (7th)anniversary of the issuance of said note, the repayment of the First Lien Note and the Second Lien Note in accordance to the terms of the First Lien Note and Second Lien Note to offset future interest costs. 6. Retail and Residential Developer shall each provide a completion guaranty as and to the extent required by the purchaser(s) of the First Lien Note upon sale of the First Lien Note. Notwithstanding the foregoing, Residential Guarantors execution and delivery of the Residential Completion Guaranty shall satisfy Residential Developer's obligation pursuant to this Section 5.4(B)6. T In the event that during the term of theTIF District(ending tax year 2043, collection year 2044), either the First Lien Note, the Second Lien Note or theThird Lien Note are not paid in full, and theTIF Act then allows an extension of theTIF District, then, anything in this Agreement notwithstanding,the Village may, in their sole discretion, wish to extend the term of the TIF District, to the extent permitted by the TIF Act and subject to the approval of the State of Illinois Legislature. Should the Village extend the term of theTIF District,the Village may, in its sole discretion, extend its obligations under this agreement. 'The Parties acknowledge that any extension would require an action of the State of Illinois Legislature and the Village's approval. & Payment to support the First Lien Note shall be subject to the requirements of 65 ILCS 511 1-74.4-3--q--7.5, and as such the payments to developer may be reduced according to this section. 16 SO IS I 762v.8 9. Upon sale of the First Lien Note and until the First Lien Note has been paid and satisfied in full, anything herein to the contrary notwithstanding, Village Funds sufficient to make each ensuing payment under the First Lien Note shall be deposited by the Village into a fund(the "Trustee Fund")to be held by the Depository Bank. Within the Trustee Fund, there shall be created separate accounts which will provide for payments under the First Lien Note, the Village's annual administrative fees, as provided above, and the fees of the Depository Bank. 'The Depository Bank shall pay and distribute the Trustee Fund as herein and in the Depository Agreement provided. C The Village agrees to pledge, subordinate to the pledge to support the First Lien Note, Village Funds, as only specified below, to support the repayment of the Second Lien Note during the term of the 2020 Buffalo Grove Lake Cook RoadTIF District or for 20--years after issuance of the Second Lien Note, whichever comes sooner. Retail Developer acknowledges that the Second Lien Note shall not be a general obligation of the Village and shall only be supported by the funds described in this Section 5.4.C,if available,during the term of the 2020 Buffalo Grove Lake Cook RoadTIF District(up to and including tax year 2043, collection year 2044)or 20--years from the Second Lien Note Issuance Date, whichever comes sooner. The Second Lien Note shall be payable from the following sources and in order of priority: 1. The Village agrees to pledge the Incremental Property Taxes from the Project in excess of the amount thereof applied at such time to support debt service on the First Lien Note, less annual Village administrative fees of 5% as provided herein if not previously deducted,to support payments due under the Second Lien Note during the term of the 2020 Buffalo Grove Lake Cook Road TIF District or 20--years, whichever comes sooner; and 1 The Village agrees to pledge incremental property taxes from the NCH Development not required at such time to support debt service on the First Lien Note, less annual Village administrative fees of 5%as provided herein if not previously deducted, to support payments due under the Second Lien Note during the term of the 2020 Buffalo Grove Lake Cook RoadTIF District or 20--years, whichever comes sooner; and 3. The Village agrees to pledge any portion of the Shared Sales Tax, in excess of the amount thereof applied at such time to support debt service on the First Lien Note, to support payments due under the Second Lien Note during the term of the 2020 Buffalo Grove Lake Cook RoadTIF District or 20--years, whichever comes sooner; and 4. The Village agrees to pledge to payments due under the Second Lien Note the portion of the Inflationary Incremental Property 'Taxes not then applied to support the First Lien Note during the term of the 2020 Buffalo Grove Lake Cook RoadTIF District or 20--years, whichever comes sooner. S. Any obligation to repay the Second Lien Note shall not exceed the terms of theTIF District(ending December 31,2044) or 20--years after the date of issuance of the Second Lien Note, whichever comes sooner unless otherwise extended by the Village, in its sole discretion, and to the extent permitted by the TIF Act and approval of the State of Illinois Legislature. Should the Village extend the term of theTIF District, the 17 SO IS I 762v.8 Village may, in its sole discretion, extend its obligations under this agreement. 'The Parties acknowledge that any extension would require an action of the State of Illinois Legislature and the Village's approval. 6. Notwithstanding any prior provisions of this Section 5.4, all contingent funding obligations of the Village relative to the Second Lien Note shall not occur until such time that the Retail Developer met all Funding Conditions set forth in Section 6.2 in this Agreement. The parties acknowledge that, among other requirements under the Code, in order for the Second Lien Note to be issued as tax-exempt, at the time of such issuance, the Village and the Retail Developer reasonably expect that principal of and interest on the Second Lien Note will be timely paid in full, as demonstrated by feasibility studies and cash flow projections and Bond Counsel may require certifications to such effect. T Any interest due but not timely paid shall accrue interest as provided in the Second Lien Note. The parties acknowledge that, in the event the Second Lien Note is issued on a tax-exempt basis, for the entirety of the interest to be tax-exempt, theThird Lien Note cannot be a contingent payment debt instrument under Treasury Regulation §I.12754 and will require the parties to reasonably expect to timely pay principal and interest in full by the expiration of theTIF District. & Upon sale of the Second Lien Note and until the Second Lien Note has been paid and satisfied in full, anything herein to the contrary notwithstanding, Village Funds pledged to support the Second Lien Note and sufficient to make each ensuing payment under the Second Lien Note shall be paid by the Village or Depository Bank as the Village determines, directly to the holder of the Second Lien Note as provided in the Second Lien Note. 9. The Village shall be permitted to deduct five percent (5%) from a pledged amount from time to time payable to support the Promissory Notes, to cover the Village's annual administrative costs in connection with this Agreement including the fees of the Escrow Agent and the Depository Bank pursuant to the Depository Agreement. To the extent that Retail Developer shall have paid any such fees that would otherwise have been payable by the Village, the Village shall reimburse the Retail Developer from said five percent(5%) as and when received. M Payment to support the Second Lien Note shall be subject to the requirements of 65 ILCS 511 1-74.4-3--q-7.5, and as such the payments may be reduced according to this section. D The Village agrees to pledge, subordinate to the pledge to support the First Lien Note and subordinate to the pledge to support the Second Lien Note, Village Funds, as only specified below, to support the repayment of the Third Lien Note during the term of the 2020 Buffalo Grove Lake Cook RoadTIF District or for 20--years after issuance of theThird Lien Note (the "Third Lien Note Issuance Date"), whichever comes sooner. Retail Developer acknowledges that the Third Lien Note shall not be a general obligation of the Village and shall only be supported by those funds, if available, identified above and during the term of the 2020 18 SO IS I 762v.8 Buffalo Grove Lake Cook Road TIF District (ending December 31, 2044) or 20--years after the Third Lien Note Issuance Date, whichever comes sooner. TheThird Lien Note shall be a"pay.-as.- you.-go" obligation payable from the following sources and in order of priority: 1. The Village agrees to pledge the Incremental Property Taxes from the Project in excess of the amount thereof applied at such time to support debt service on the First Lien Note and the Second Lien Note, less annual Village administrative fees of 5% as provided herein if not previously deducted,to support payments due under theThird Lien Note during the term of the 2020 Buffalo Grove Lake Cook RoadTIF District or 20- years after theThird Lien Note Issuance Date , whichever comes sooner; and 1 The Village agrees to pledge incremental property taxes from the NCH Development not required at such time to support debt service on the First Lien Note and the Second Lien Note, less annual Village administrative fees of 5% as provided herein if not previously deducted, to support payments due under theThird Lien Note during the term of the 2020 Buffalo Grove Lake Cook RoadTIF District or 20--years after theThird Lien Note Issuance Date, whichever comes sooner; and 3. The Village agrees to pledge any portion of the Shared Sales Tax, in excess of the amount thereof applied at such time to support debt service on the First Lien Note and the Second Lien Note,to support payments due under theThird Lien Note during the term of the 2020 Buffalo Grove Lake Cook Road TIF District or 20--years after the Third Lien Note Issuance Date , whichever comes sooner; and 4. The Village agrees to pledge to payments due under theThird Lien Note the portion of the Inflationary Incremental Property 'Taxes not then applied to support the First Lien Note and the Second Lien Note during the term of the 2020 Buffalo Grove Lake Cook Road TIF District or 20--years after the Third Lien Note Issuance Date, whichever comes sooner. Furthermore, the Village's obligations to support theThird Lien Note with the Inflationary Incremental Property 'Taxes shall not occur until the Project has been substantially completed. S. Any obligation to repay the Third Lien Note shall not exceed the terms of theTIF District(ending December 31,2044)or 20--years after theThird Lien Note Issuance Date, whichever comes sooner unless otherwise extended by the Village, in its sole discretion, and to the extent permitted by the TIF Act and approval of the State of Illinois Legislature. Should the Village extend the term of the TIF District, the Village may, in its sole discretion, extend its obligations under this Agreement. The Parties acknowledge that any extension would require an action of the State of Illinois Legislature and the Village's approval. The Village shall have the right but not the obligation to accelerate the repayment of theThird Lien Note to offset future interest costs. 6. Notwithstanding any prior provisions of this paragraph, all contingent funding obligations of the Village relative to theThird Lien Note shall not occur until such time that the Retail Developer met all Funding Conditions in this Agreement. In the event that the Retail Grocery Anchor no longer occupies the space, and the space is not leased and occupied with a similar user within I 8--months,, unless otherwise approved by 19 SO IS I 762v.8 the Village,the annual Village payments to support theThird Lien Note otherwise required above shall be reduced by 10% per year or portion thereof, until such time that the space is occupied with a similar user. Retail Developer shall use commercially reasonable efforts including but not limited to actively marketing the property for retail users, to ensure that the building remains occupied during the term of this Agreement. The parties acknowledge that, among other requirements under the Code, in order for the Third Lien Note to be issued as tax-exempt, at the time of such issuance, the Village and the Retail Developer reasonably expect that principal of and interest on theThird Lien Note will be timely paid in full, as demonstrated by feasibility studies and cash flow projections and Bond Counsel may require certifications to such effect. T Following Substantial Completion.-Retail and so long as the Retail Developer is not in default of any of the terms of this Agreement, excess Incremental Property Taxes, and/or NCH Development incremental property taxes and Shared Sales Tax remaining after annual payments of the First Lien Note, Second Lien Note andThird Lien Note shall be used to establish a reserve for theThird Lien Note in an amount not to exceed $250,000 ("Third Lien Note Reserve"). 'The'Third Lien Note Reserve shall only be used to fund the Third Lien Note in the event there is a shortfall in annual payments due under the Third Lien Note. During the term of the Third Lien Note, the Third Lien Note Reserve shall not exceed a total amount of$250,000. Once theThird Lien Note Reserve has been used, it shall not be replenished. No increment from the Inflationary Incremental Property Taxes shall be used to fund the Third Lien Note Reserve. The Third Lien Note Reserve shall be deposited by the Village and held by the Depository Bank pursuant to the Depository Agreement and invested in accordance with any tax exemption certificate and agreement to be executed in connection with theThird Lien Note, to the extent theThird Lien Note is issued on a tax-exempt basis. The foregoing notwithstanding, interest or other earnings on theThird Lien Note Reserve shall be added to theThird Lien Note Reserve. & Payments due to support theThird Lien Note shall be applied, first, to interest then due, second, to payments of interest past due, third to payments of principal past due, fourth to payments of principal then due, and fifth, to the Third Lien Note Reserve. Any interest due but not timely paid shall accrue interest as provided in theThird Lien Note. The parties acknowledge that, in the event the Third Lien Note is issued on a tax-exempt basis, for the entirety of the interest to be tax-exempt, the Third Lien Note cannot be a contingent payment debt instrument underTreasury Regulation §I.12754 and will require the parties to reasonably expect to timely pay principal and interest in full by the expiration of theTIF District. Upon issuance of theThird Lien Note and until theThird Lien Note has been paid and satisfied in full, anything herein to the contrary notwithstanding, Village Funds pledged to support the Third Lien Note and sufficient to make each ensuing payment under theThird Lien Note shall be paid by the Village directly to the holder of theThird Lien Note as provided in theThird Lien Note. 9. Payment to support the Third Lien Note shall be subject to the requirements of 65 ILCS 511 1-74.4-3--q-7.5, and as such the payments to Retail Developer may be reduced according to this section. 20 80 IS I 762v.8 5.5 Connections. To the extent that the Village owns or controls any storrn sewers that are contemplated to be connected to the Property, the Village hereby agrees to permit the connection of all stoma sewer lines existing or constructed in the Property or near the perimeter of the Property as set forth on the Final Engineering Plans, provided that Retail Developer and Residential Developer comply with all requirements of general applicability promulgated by the Village and/or Lake County for such connections. The Village shall grant and shall use its best efforts to assist the Developers in obtaining from the Village and other entities or jurisdictions, utility easements and connection pen-nits as may be necessary or appropriate to accommodate the utilities shown on the Final Engineering Plans and the construction of the Project. 5.6 rities. The Village agrees to cooperate with Developers in Developers' attempts to obtain all necessary approvals forthe Project from any governmental or quasi- governmental entity other than the Village, including but not limited to the Illinois Department of Transportation ("ID01")and Cook and Lake County,Illinois. The Village shall process and consider to the extent allowable under applicable law,any reasonable request of Developers for future zoning and planned unit development approvals and for future relief or variances authorized by the Village's Zoning Ordinance or the Village's Subdivision Ordinance necessary for the Project. 5.7 Off-Site_RgLk"in �,. The Village will use its best efforts to work with the Post Office to provide additional off-site parking identified on Exhibit R for the Retail Parcel. 5.8 Simultaneous Closing. It is understood and agreed that the satisfaction of the Funding Conditions set forth in Section 6.2A, the issuance of the First Lien Note and if applicable the Second Lien Note, delivery of the Opinions relative thereto, initial Certification Request(s), Village approval thereof and the distribution to Retail Developer of the net proceeds of the sale of the First Lien Note and Second Lien Note (if applicable) in an aggregate amount not to exceed then approved Certification Requests are to be coordinated for a simultaneous escrow closing, and the Parties agree to use their best efforts to accomplish same. ARTICLE SIX VILLAGE FUNDING CONDITIONS 6.1 Gen eral. A Condition Precedent to Villa The Village's obligation to issue the Promissory Notes as set forth in this Agreement is expressly contingent upon and subject to the satisfaction of each and all the applicable Funding Conditions set forth in this Agreement. B. Interpretation. I LFguBndin Conditions RgqgLirin Written Confirmation. For purposes of this Article Six, "written confirmation" shall be deemed to have been provided to the Village only upon delivery of the same to the office of the Village Manager in the manner set forth for the delivery of notices in this Agreement. 21 80 IS I 762v.8 1 Fundino Conditions Rpnuirino oortunily to Review. a. Retail Deyglo p er. For purposes of this Article Six, the — "opportunity to review" a document in the possession of Retail Developer shall require Retail Developer making the document available for inspection, at the office of Retail Developer at its Oak Brook address set forth in this Agreement, by the Village Manager or his designee, during the regular business hours of Retail Developer occurring within the 10 business day period following the delivery of notice to the Village Manager. b� Residentialj7eve�oper. For purposes of this Article Six, the "opportunity to review" a document that is in the possession of Residential Developer shall require making the document available for inspection, at the office of Residential Developer at its Schaumburg address set forth in this Agreement,by the Village Manager or his designee, during the regular business hours of Residential Developer occurring within the 10 business day period following the delivery of notice to the Village Manager. 3. Limitation of Notice. For purposes of this Article Six, the delivery of notices or written confirmations to the Village shall not require the delivery of a copy as otherwise required in this Agreement. 4. Time Period for Satisfaction of Fundin� Conditions. Upon satisfaction of the Funding Conditions outlined in Section 6.2A below, the issuance of the First Lien Note and Second Lien Note shall occur. 6.2 List of Funding Conditions. A. The Funding Conditions for the Promissory Notes shall be as follows: 1. Retail Developer shall have secured the necessary financing for the Retail Project, and provide the Retail Guarantee. 1 Retail Developer shall have closed on its acquisition of the Property and provided the Village with a copy of the recorded deed to the Property evidencing the sale of the Property to Retail Developer. It is understood and agreed that a recorded deed evidencing the transfer of the Retail Parcel to Retail Developer shall suffice. 3. Residential Developer shall have closed on its acquisition of the Residential Parcel and provided the Village with a copy of the recorded deed to the Residential Parcel evidencing the sale of the Residential Parcel to Residential Developer. 4. Retail Developer shall have provided the Village with a written confirmation from Retail Developer that, there have been no changes in such party's financial condition which would materially and adversely impact its ability to purchase the Property and complete construction of the Retail Project. 22 80 IS I 762v.8 S. Residential Developer shall have provided the Village with a written confirmation from Residential Developer that, there have been no changes in such party's financial condition which would materially and adversely impact its ability to purchase the Residential Parcel and complete construction of the Residential Project. 6. Retail Developer shall have executed and provided the Village's consultant, provided such consultant shall have executed and delivered to the Retail Developer a non-disclosure agreement in form and substance satisfactory to such grocer, with an opportunity to review a redacted copy of only proprietary information of the executed lease with a Retail Grocery Anchor for not less than a forty-three thousand (43,(00) square foot store on the Retail Parcel. T Retail Developer shall have obtained from Illinois Environmental Protection Agency ("IF-PA "), and provided the Village with copies of, the required permit issued by IEPA necessary to proceed with commencement of construction of the Project. & Retail Developer shall have provided the Village with a written confirmation from Retail Developer that Retail Developer has entered into one or more third party guaranteed maximum price or lump sum contract(s) for the construction of the On.-Site Improvements. 9. Residential Developer shall have provided the Village with a written confirmation from Residential Developer that Residential Developer has entered one or more third party guaranteed maximum price or lump sum contract(s) for the construction of the Residential Project, which third party may include an affiliate of Residential Developer. 10 Residential Developer shall have provided written confirmation to the Village that its architects, engineers, and general contractor have consented to assignments permitting the Residential Lender to use such contracts with such parties to cause the completion of the Residential Project in the event that Residential Developer defaults on the Residential Completion Guaranty. While not required for the satisfaction of the Funding Condition in this Section 6.2.10, Residential Developer agrees to provide the Village Manager with copies of the documents set forth in this Section 6.2.10 within 30 days after the date on which Residential Developer closes on its acquisition of the Residential Parcel. 11. Residential Developer shall have received a binding commitment, in form and content that is typical in its industry, for construction financing for the Residential Project, and shall have provided the Village with an opportunity to review the executed copy of the binding commitment. 11 Retail Developer shall have provided the Village with an opportunity to review a detailed budget and scope of work for the Retail Project. 13. Residential Developer shall have provided the Village with an opportunity to review a detailed budget and scope of work for the Residential Project. 23 80 IS I 762v.8 14. Retail Developer shall have delivered to the Village the original, fully executed, Retail Guaranty. 15. Residential Developer shall have delivered to the Village a copy of the original, fully executed, Residential Completion Guaranty. 16. That Retail Developer has incurred some (but not all) TIF Eligible Expenses pursuant to this Agreement. B. The following additional Funding Conditions shall apply solely to the'Third Lien Note: I Retail Developer shall have executed and provided the Village with an opportunity to review redacted copies of only proprietary information of executed leases for the Retail Parcel, including at least one (I) restaurant user. 1 Retail and Residential Developer are in compliance in all material respects with all conditions specified in the Planned Unit Development. 3. Issuance of a temporary or final certificate of occupancy for not less than 5 1,000 square feet of new construction located on the Retail Parcel and the substantial completion of improvements to the existing center on Lots 9 & 10 in the Final Subdivision Plat as depicted on Exhibit S. 63 Additional Conditions. A. In the event that the Retail Grocery Anchor no longer occupies the space, and the Developer is unable to lease the space with a similar user within I 8--months,, unless otherwise approved by the Village, each subsequent annual Village payment of the Third Lien Note shall be reduced by 10%(prorated for partial years), until such time that the space is occupied with a similar user. Retail Developer shall use its commercially reasonable efforts including but not limited to actively marketing the property for retail users, to ensure that the building remains occupied during the term of this Agreement. B. Retail Developer shall agree to Substantial Completion.-Retail within three (3)years of commencement of demolition of the portion of the Development Parcel to be occupied by the Retail Grocery Anchor, but in no event other than extension for Uncontrollable Circumstances later than June 30, 2026. Residential Developer shall agree to Substantial Completion.-Residential, not later than the later of (i) the date which is three (3) years after the commencement of demolition of the portion of the Development Parcel located on the Residential Parcel and not occupied by Retail Grocery Anchor, or (ii) June 30, 2026, all as may be extended for Uncontrollable Circumstances. In the event Developer fails to perform under these terms, the Village in its sole discretion, may reduce the subsequent annual payments of the 'Third Lien Note based on and proportionate to the percentage of completion by the Developer below 90% as defined in Section 8.1 F, until such time as the percentage of completion shall reach ninety percent (9(%) 24 SO IS I 762v.8 C The Village's obligations to support the Third Lien Note with the Inflationary Incremental Property Taxes, shall not occur until the Project has been substantially completed. ARTICLE SEVEN USE OF VILLAGE FUNDS TI Use. The Village Funds shall be used only to pay and satisfy amounts due under the Promissory Notes and to reimburse Retail Developer for TIF Eligible Expenses that Retail Developer incurred after the date of adoption by the Village of the Inducement Resolution, including, without limitation, costs as set forth in theTIF Act. T2 Release of Funds from TIE Fgadin�, Escrow. The TIF Funding Escrow shall set forth the process for releasing funds in theTIF Funding Escrow to Retail Developer subject to the provisions of this Agreement and other normal and necessary requirements in an escrow of such type. 'The TIF Funding Escrow shall receive from the Depository Bank the net proceeds of the sale of the First Lien Note and from the Village the net proceeds of the sale of the Second Lien Note, which proceeds shall be disbursed in accordance with Village approved Certification Requests. The TIF Funding Escrow shall provide for the process by which monthly draw requests are submitted by Retail Developer and reviewed and approved by the Village,and shall require, among other things, Retail Developer to (I) provide detailed invoices and proof of payment for work that has been completed and with quantities that are actually constructed where applicable; (2) one month in arrears, provide partial waivers for work that has not been completed or final lien waivers for work that has been completed; (3) explain the process by which payouts shall be submitted, reviewed and paid. 'The TIF Funding Escrow shall also require the Village to review and approve the monthly draw request within 10 days after the monthly draw request (and all required documentation) is delivered by Retail Developer to the Village Manager. T3 Payment to Retail Developer. A� Submission gf�T_IFJ-Ji�ble C�ost Cgrtifica�tion Re�uests. For reimbursement of Redevelopment Project Costs in accordance with this Agreement,Retail Developer shall submit to the Village written requests for certification of such Redevelopment Project Costs in the form attached as Exhibit D to this Agreement ("Cert°fication Request"). Retail Developer may not submit more than one Certification Request per calendar quarter. Each Certification Request shall be accompanied by: (i) evidence that the Retail Developer has actually incurred and paid all Redevelopment Project Costs for which such Retail Developer seeks reimbursement; and (ii) sworn statements and lien waivers from the Retail Developer's general contractor for any material, fixtures, apparatus, machinery, services, or labor provided by any contractor, subcontractor, or other person or entity entitled to file a lien under the Mechanics Lien Act, 770 ILCS 60/1, included in the Redevelopment Project Costs for which reimbursement is sought, provided, however, that all of which may be expressly conditional on the payment of specified sums to be paid and/or reimbursed by the Village. If the Retail Developer does not fulfill its obligations as set forth in the preceding sentence, the Village will have no obligation to certify or reimburse Developer for such Redevelopment Project Costs until such obligations have been satisfied. 25 80 IS I 762v.8 B. LEliL 2,Jbili�t f�orPa rent. Retail Developer will be entitled to be reimbursed from Incremental Property Taxes for Redevelopment Project Costs only if: i. The requesting Retail Developer provides evidence that such Redevelopment Project Costs have been incurred and paid-, ii. Such Redevelopment Project Costs are certified pursuant to this Agreement-, iii. Reimbursement is permitted pursuant to this Agreement, the Redevelopment Plan, and theTIF Act; and iv. The Retail Developer is not in default or breach of any obligation of Retail Developer under this Agreement after notice and opportunity to cure. C Review of Certification Requests. The Village Manager will approve each Certification Request, or, if the Village Manager finds an error or deficiency in the Certification Request, the Village Manager will give written notice to the Retail Developer, identifying such error or deficiency in reasonable detail, within 45 days after the date that the Village receives the Certification Request. The process of submission, identification or errors or deficiencies and resubmission shall continue in good faith until the Parties agree on the content of the Certification Request. D Issuance of Certificates gf_Fxpenditure. Upon approval of a Certification Request, the Village Manager shall issue a Certification of Expenditure not more than quarterly in a calendar year, in an amount corresponding to the approved Certification Request, as follows: i. All approvals of Certification Requests shall be delivered to the Escrow Agent, and the Escrow Agent shall thereafter release the approved amount to Retail Developer from the funds in theTIF Funding Escrow. 7.4 Total Project Cost ( - :ornpliance. At the time of issuance of a Certificate of Substantial Completion.-Retail and the Third Lien Note, the Retail Developer shall provide supporting documentation to the Village including, but not limited to, certified records of project costs such as an owner's sworn statement. If these records indicate that the Retail Developer's total project costs were less than originally contemplated at the time of approval of this Agreement and as specified in Exhibit P, the face amount of the Third I.Jen Note shall be reduced, in the Village's sole discretion, by an amount equal to fifty percent(50%) of the difference between the total amount in Exhibit P and the actual project costs. ARTICLE EIGHT DEVELOPER CONSTRLJCTION OBLIGATIONS The Developers shall have the specific obligations set forth in this Article Eight in connection with the Project, as well as such obligations as set forth elsewhere in this Agreement. 26 80 IS I 762v.8 &I Retail Qgy�gloer ap_dResidentia�10bli�mtion_s_ A. Commencement of Construction. Retail Developer and Residential Developer shall commence lease termination, demolition or construction of the Retail Project and Residential Project after acquisition of the Property by Retail Developer and Residential Developer provided that the Village shall have issued the necessary demolition and building pen-nits for such activities. The Developer projects an August 1. 2022 start date, but in no event other than Uncontrollable Circumstance shall commencement be later than April 1, 2023. B. Corn.letion of Construction. Substantial Completion shall occur by the p dates set forth in Section 6.3. C As.-Built Plans. After completion of construction of any new structure, 'The Retail Developer or Residential Developer that owns such structure shall submit to the Village Director of Community Development final "as-built" plans: (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 and approved by the Village Directors of Public Works and Community Development. The as-built plans shall indicate, without limitation, the amount, in square feet, of impervious surface area on the applicable portion of the Property. D Qqarna�,e to Public PrODerty.Retail Developer or Residential Developer shall maintain the Property and all streets, sidewalks,and other public property,if any,on to the Property in a good and clean condition at all times during the development of the Project and construction of the On.-Site Improvements. Further, during development of the Project, Retail Developer or Residential Developer, as applicable, shall: (I) promptly clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property in or adjacent to the Property by Retail Developer or Residential Developer or any agent of or contractor hired by, or on behalf of, Developers; and (2) repair any damage that may be caused by the activities of Retail Developer or Residential Developer or any agent of or contractor hired by, or on behalf of, Retail Developer or Residential Developer. E Containment of Airborne Particles Retail Developer or Residential Developer shall prepare and submit, for review and approval by the Village Manager, a plan for containing airborne particles during construction on the Retail Parcel and on the Residential Parcel. E Initial Process for Determination of Substantial Completion. Retail Developer shall notify the Village Manager when Retail Developer determines that it has achieved a temporary or final certificate of occupancy for not less than ninety percent (90%) of the square footage located or required to be located on the Retail Parcel (",vubstantial Cornpletion- Retail"), Likewise, Residential Developer shall notify the Village Manager when Residential Developer determines that it has achieved temporary or final certificates of occupancy of not less than ninety percent(90%) of the building and parking deck located or required to be located on the Residential Property (",Vubstantial Cornpletion- Residential"), If the Village Manager agrees that such Substantial Completion has occurred, then the Village Manager shall, within 15 days after receipt of the notice from Retail Developer or Residential Developer, deliver to Retail Developer and 27 80 IS I 762v.8 Residential Developer a Certificate of Substantial Completion certifying that the Retail Construction Obligation or Residential Construction Obligation has been satisfied sufficient to warrant return of the Retail Guaranty and/or Residential Completion Guaranty as applicable. The date on which such Certificate of Substantial Completion is delivered shall, for purposes of this Agreement, be the date of Substantial Completion with respect to the Retail Construction Obligation or Residential Construction Obligation, as the case may be... If the Village Manager does not agree that Substantial Completion has occurred, then the Village Manager shall, within 15 days after receipt of the notice from Retail Developer or Residential Developer, deliver to Retail Developer or Residential Developer a notice that the parties will engage in the extended process for determination of Substantial Completion, as set forth in this Agreement. & Extended Process for Determination of Substantial Corn.p letion. Within 15 days after the Village Manager notifies Retail Developer or Residential Developer,as the case may be, that the parties will engage in the extended process for determination of Substantial Completion,the Village and Retail Developer)or the Village and Residential Developer shall each select and hire, each at its own cost, a professional architect or engineer (individually, a "Prqiect ArchitectlEngineer"). Within 30 days after both Project Architect/Engineers are hired, they shall inspect, and collectively make a determination with respect to the achievement of Substantial Completion. (i) In the event that the two Project Architect/Engineers jointly determine that Substantial Completion has occurred, then Retail Developer shall so notify the Village Manager. (ii) In the event that the two Project Architect/Engineers jointly determine that additional work needs to be done to achieve Substantial Completion.-Retail or Substantial Completion.-Residential, then Retail Developer or Residential Developer, as applicable, shall perform such work, and the process described in this Section shall begin again. (iii) In the event that the two Project Architect/Engineers cannot agree within the 30--day time period, then, within 14 days after the expiration of the 30--day time period, the Project Architect/Engineers shall jointly select and hire a third architect or engineer ("Third Party ArchitectlEngineer"). TheThird Party Architect/Engineer shall inspect the work and make a determination within 30 days after being hired. Retail Developer or Residential Developer shall perform any additional work deemed necessary by theThird Party Architect/Engineer to achieve Substantial Completion. Any additional work performed by Retail Developer or Residential Developer, as applicable, shall be inspected by the Third Party Architect/Engineer within seven days of completion by Retail Developer or Residential Developer. Once the Third Party Architect/Engineer determines that Substantial Completion bas been achieved, it shall notify the Village and Retail Developer or Residential Developer. This determination shall be final and binding on Developers and the Village for purposes of this Agreement. The affected Developer and the Village shall share the cost of the third architect or engineer so selected. (iv) Within 10 days after theThird Party Architect/Engineer notifies the Village Manager that Substantial Completion has been satisfied pursuant to this Agreement, the Village Manager shall deliver to Retail Developer or Residential Developer a Certificate of Substantial Completion certifying that Retail Developer or Residential Developer, as applicable, 28 80 IS I 762v.8 has satisfied the Substantial Completion of its Con structi on Obligations sufficient to warrant return of the Retail Guaranty or Residential Completion Guaranty. 'The date on which such Certificate of Substantial Completion is delivered shall, for purposes of the return of the Retail Guaranty or Residential Completion Guaranty,be the date of Substantial Completion.-Retail and/or Substantial Completion.-Residential, as applicable. ARTICLE NINE GUARANTY 9.1 Retail C A. Nature and 12�eI�iveof of Retail_Guarqnt . Prior to the delivery by Retail Developer of any requests for reimbursement of costs from the TIF Funding Escrow, Retail Developer shall deliver to the Village Manager the original, fully executed, Retail Guaranty. B. General Reqgge ren . As security to the Village for the performance by Retail Developer of its obligation to construct the public improvements pursuant to and in accordance with this Agreement,Retail Developer shall cause to be provided to the Village a letter or letters of credit or a performance bond in a form satisfactory to the Village Attorney, in a total amount equal to I 10% of the estimated cost of completing the public improvements required pursuant to this Agreement on the Retail Parcel, as determined in the sole and absolute discretion of the Village Directors of Public Works and Community Development (for matters within their respective permitting authorities) ("Pe fbrrnance Vecurity"). The Performance Security shall be in a form provided by, and acceptable to, the Village. The Village will release the Performance Security in a timely fashion upon the Village's approval and, as appropriate, acceptance of the Public Improvements; provided, however, that the Village will only be required to release that percentage of the Performance Security that equals the portion of the public improvements that have been approved and, as appropriate, accepted, all in accordance with the Village Code. C Maintenance Guarantee for Public 1!Eprovernents. Following the Village's release of any percentage of any Performance Security for any public improvement, Retail Developer shall substitute for the released percentage of the Performance Security a maintenance guarantee in the form of a letter of credit or performance bond in a form satisfactory to the Village Attorney and Bond Counsel ("Maintenance Guarantee"), which is equal to 10 percent of the actual costs of the completed public improvements for which the Performance Security has been released. Retail Developer shall deposit the Maintenance Guarantee with the Village. The Maintenance Guarantee will be effective for a period of two years from the date of acceptance by the Village of the public improvements, or such longer period as may be required by the Subdivision Ordinance, and may be utilized by the Village in accordance with this Agreement ("Maintenance Guarantee Terrn"). 'The Village will return to Retail Developer the Maintenance Guarantee upon the end of the Maintenance Guarantee Terrn, minus any portion of the Maintenance Guarantee utilized by the Village in accordance with this Agreement. D Beneficiary of Retail Guaranty. The sole guarantee and beneficiary of the Retail Guaranty will be the Village. 29 80 IS I 762v.8 9.2 Residential CornDletion Guarqpty. Residential Developer shall deliver to the Village Manager evidence that the original, fully executed, Residential Completion Guaranty has been delivered to and accepted by the Residential Lender and that the Residential Completion Guaranty has become effective, which Residential Completion Guaranty shall state that it shall remain in effect until at least the Substantial Completion Date. The Residential Completion Guaranty contemplates that, in the event that Residential Developer fails to satisfy the Residential Construction Obligation, and achieve Substantial Completion.-Residential prior to the Guaranty Date, and such failure continues for a period of 30 days after Residential Developer receives notice from the Vi I I age of such failure(a"Residential Developer De fa or defaults under its loan with the Residential Lender, which shall continue beyond the expiration of any applicable notice and cure periods, Residential Developer shall cause the Residential Guarantors to reimburse the Residential Lender for all costs and expenses incurred by the Residential Lender in taking possession or control of the of the Residential Project and completing the construction of the Residential Project pursuant to the plans and specifications approved by the Village for the Residential Project. 93 Guaranty_AqajAj:E errr�rt Nature of�ot�d. The terms of the Guaranties described in this Article 9 shall be subject to such modifications acceptable to the Village and Developers as may be necessary to permit the issuance of the Promissory Notes with interest that is excludable from the gross income of the holder thereof for federal income tax purposes and the continued exclusion of interest on the tax-exempt First Lien Note and tax.-exempt'T'hird Lien Note from the gross income of the holders thereof for federal income tax purposes. The parties acknowledge that certain terms of such Guaranties may preclude the issuance of tax-exempt obligations to fund Project costs if such terms are not modified, amended or deleted. 9A Cancellation of Guaranties. A. The Retail Guaranty shall be cancelled on the date on which the Village Manager delivers the Certificate of Substantial Completion required pursuant to this Agreement upon Substantial Completion.-Retail. B. The Residential Completion Guaranty shall not be cancelled prior to the date on which Village Manager delivers the Certificate of Substantial Completion required pursuant to this Agreement upon Substantial Completion.-Residential. ARTICLE TEN REAL ESTATE TAX; CHALLENGES 10.1 Real Estate Tax Payments. Retail Developer and Residential Developer intend to pay all applicable real estate taxes levied during their respective periods of ownership against their respective interests in the Project on or prior to the date same become due and do not intend to allow said taxes to become delinquent, provided, however, that if the Retail Developer or Residential Developer do allow such taxes to become delinquent, the parties agree that the remedies provided for the delinquency are only those provided for under State law, and this Agreement shall not provide any additional remedies. 30 80 IS I 762v.8 1 O 2 When the Village issues the Promissory Notes to provide the Village Funds, then Retail Developer and Residential Developer shall reasonably cooperate with the Village to assure that no actions jeopardize the tax-exempt nature of such instrument(s). In conjunction therewith, at all times prior to and while any tax-exempt First Lien Note, tax.-exempt 'T'hird Lien Note and any tax-exempt obligations financing or refinancing the Off-Site Improvements are outstanding, the Village, Retail Developer, and Residential Developer will not enter into or remain subject to or the beneficiary of any impermissible agreement under Treas. Reg. Section I.1414(e)(4), including any agreement that requires Retail Developer and Residential Developer not to contest or protest real estate taxes assessed against the Property or portions thereof, or that prohibits Retail Developer and/or Residential Developer from seeking a deferral of such property taxes. 103 E�ht to Protest Real EstatCTaxes. It is understood and agreed by the Village and Retail Developer that, except as expressly and specifically stated below, in no event shall Retail Developer (or any tenant of the Retail Project), or Residential Developer have any limitation on their rights to contest, challenge or protest real estate taxes assessed or imposed against their respective portions of the Property; provided, however, that, notwithstanding the foregoing, in the event the Village chooses not to use proceeds of tax exempt obligations as a source for the Village Funds and so long as no tax-exempt obligations financing or refinancing of the Village Funds are outstanding or would be payable from taxes pursuant to which a restriction on appealing a tax assessment determination to the Illinois Appellate Court would be in effect even if such tax-exempt obligations were not outstanding at the time of the agreement, and solely as applies to the Retail Parcel other than the Retail Anchors (and in no event ever to the Residential Parcel), Retail Developer agrees, for itself and its tenants other than the Retail Anchors, that it shall not seek, without the Village's prior written approval, to appeal any determination of the tax assessment applicable to the Retail Parcel to the Illinois Appellate Court (it being expressly acknowledged and agreed that Retail Developer has the unfettered right to contest, challenge or protest real estate taxes assessed or imposed against the Retail Parcel in any other legally available proceeding or venue other than a challenge to the Illinois Appellate Court, including without limitation the right to seek relief from the Illinois Property Tax Appeal Board and the Circuit Court of Lake County, Illinois); and further provided, however, that the foregoing specific limitation on the right to seek an appeal to the Illinois Appellate Court shall no longer apply to Retail Developer, or its tenants, or the Retail Project upon retirement of any non-tax exempt Bonds the Village may have issued to provide the Village Funds. 1 0A lonveyance. In recognition of the nature of the Project,and to support the Village's goal of the development residential establishments and retail establishments of certain types within the Village and in accordance with the TIF Act, for so long as the TIF District is in existence, neither Retail Developer nor Residential Developer shall knowingly undertake to convey or lease any portion of the Property to the following types of entities without the Village's prior written approval, which may be granted in its sole discretion (i) the Federal government, (ii) organizations described in Section 115 of the Internal Revenue Code, (iii) other units of State or local government, (iv) organizations described in Section 50 1(c) of the Internal Revenue Code, and (iv) entities seeking to establish a Prohibited Use on the Property. 31 80 IS I 762v.8 ARTICLE ELEVEN RETAIL DEVELOPER' S AND RESIDENTIAL DEVELOPER'S COVENANTS AND AGREEMENTS ] LI Sale of the Retail Pqjc I�and�Q.en �S.ace Parc&s. No portion of the Retail Project, the Retail Parcel, or the Open Space Parcel may be transferred or conveyed prior to Substantial Completion.-Retail and developed and operating in accordance with this Agreement, without prior written approval of the Village, and any conveyance in violation of the foregoing shall be of no force and effect or be binding on the Village. In no event shall the Retail Parcel be transferred or conveyed separate and apart from the Open Space Parcel without prior written approval of the Village. Notwithstanding the foregoing, the Open Space Parcel shall be transferred or conveyed to the Village prior to Substantial Completion.-Retail. Upon any approved transfer or conveyance of the Retail Parcel or any portion thereof, the transferee or grantee shall be bound by this Agreement with respectto all obligations of Retail Developer hereunder with respect to such portion, including but not limited to the Retail Construction Obligation, and Retail Developer shall be relieved of its obligations with respect to such portion. 11.2 t;_o�m.liqnce w�ithA.�.licab�IeL.aws. Retail Developer and Residential Developer each separately warrant with respect to its own actions that it shall at all times acquire, install, construct, operate and maintain its portion of the Project in conformance with all applicable federal, state and local laws, rules, ordinances and regulations. Retail Developer and Residential Developer each have examined and is familiar with and agrees that its portion of the development of the Project shall be performed in accordance with all applicable covenants, conditions, restrictions, codes and regulations, including federal, state and local ordinances affecting the Project. The Village shall not enact any law, ordinance, rule or regulation (or amendment thereto) which would have the effect of increasing Retail Developer's or Residential Developer's obligations hereunder, including an increase in the cost of the Project, unless said law, ordinance, rule or regulation is one of general applicability to similar properties in the Village. 113 Retail Developer and Residential Developer shall provide update reports on the progress of each's respective portion of the Project and shall meet with and make presentations to the Corporate Authorities and Village staff as reasonably requested by the Village Manager or his designee in order to keep the Village apprised of the progress of their respective portions of the Project. The Retail Developer reports shall be made monthly until Substantial Completion.-Retail, and quarterly thereafter. The obligations set forth in this Section shall terminate with respect to Retail Developer upon the issuance of the certificate of occupancy for the last Retail Private Building on the Retail Parcel.Notwithstanding the foregoing, with regard to all of the Retail Outlets,Retail Developer shall provide a report(within fourteen days if a written request is sought) only upon request by the Village. The Residential Developer reports shall be made monthly until Substantial Completion.-Residential, and quarterly thereafter. The obligations set forth in this Section shall terminate with respect to Residential Developer upon the issuance of a final certificate of occupancy for all of the residential units within the Residential Private Building. 11 A Fees and Ex eases. The Village agrees that the total amount of building permit and inspection fees, water tap-on fees, water system improvement fees, and Village sanitary sewer service connection fees, excluding Lake County sanitary connection fees, Retail Developer and 32 80 IS I 762v.8 Residential Developer is required to pay the Village in connection with its construction of the Project shall not exceed Four Hundred Fifty Thousand Dollars ($450,000.00) in the aggregate(the "Building Permit Fee Cap"). Retail Developer and Residential Developer acknowledges the Building Permit Fee Cap excludes the following: A. Sanitary sewer connection fees to Lake County in order to connect to Lake County's sanitary sewer system; and B. All applicable Park, School and Library donations and impact fees as set forth in Title 19 of the Buffalo Grove Municipal Code; and C. If applicable, third-party plan review and inspection fees incurred by the Village which shall be reimbursed by Retail and Residential Developer; and D. Engineering review and inspection fees as set forth in Chapter 1.16 of the Buffalo Grove Municipal Code. 11.5 Other Covenants. A. Prior to the date that is Substantial Completion-Retail, Retail Developer shall not use the Retail Parcel as collateral for any other property or project or for anything other than the cost of acquiring, constructing and developing the Retail Project. Nothing in this Section shall prevent a parent entity of Retail Developer from using the Retail Parcel for security as a part of any securitized debt offering. B. Prior to the date that is Substantial Completion-Residential, Residential Developer shall not use the Residential Parcel as collateral for any other property or project or for anything other than the cost of constructing the Residential Project. 11.6 Retail Developer Existence. Retail Developer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and standing as a Delaware Limited Liability Company authorized to do business in Illinois, so long as Retail Developer maintains an interest in the Retail Parcel or has any other remaining obligations pursuant to the terms of this Agreement. 11.7 Residential Developer Existence. Residential Developer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and standing as an Delaware Limited Liability Company authorized to do business in Illinois, so long as Residential Developer maintains an interest in the Residential Parcel or has any other remaining obligations pursuant to the terms of this Agreement. 11.8 Open Book Project for Retail Project. The Project shall be an"open book"project meaning that Retail Developer and Residential Developer and their respective general contractors will assure continuing access to the Village's agents for the purpose of reviewing and auditing their respective books and records relating to any item necessary to determine the costs of their respective portions of the Project. Retail Developer or Residential Developer shall make available to the Village for inspection by the Village Manager or his designee, with seven (7) days after receipt of notice from the Village,copies of any partnership,limited liability operating agreements 33 80181762v.8 or joint venture agreements pertaining to the Property to which Retail Developer or Residential Developer is a party. 11.9 EgRutable Contractors. Retail Developer and Residential Developer shall exercise prudence and good faith in attempting to contract with persons or entities who are reputable and experienced in their respective areas for the provision of services or material for the design and construction of the Project at costs not in excess of market rates. The obligations shall terminate with respect to Retail Developer upon the issuance of the certificate of occupancy for the last Retail Private Building on the Retail Parcel. The obligations shall terminate with respect to Residential Developer upon the issuance of a final certificate of occupancy for all of the residential units within the Residential Private Building. 11.10 Q sima�tion of�Gener�alCoi�itractgrs. The Village agrees that Retail Developer and Residential Developer may designate in their respective discretion the general contractor (or general contractors) for Retail Developer's and Residential Developer's respective portions of the Project. The general contractor (or general contractors), designated by Retail Developer and Residential Developer shall be experienced and reputable. 'The obligations set forth in this Section shall terminate with respect to Retail Developer upon the issuance of the certificate of occupancy for the last Retail Private Building on the Retail Parcel. The obligations set forth in this Section shall terminate with respect to Residential Developer upon the issuance of a final certificate of occupancy for all of the residential units within the Residential Private Building. 11.11 11evelopment SigMe for the�Pro.�ert . Developers shall have the right to install "Coming Soon" signage on the Property including identification of participants. Said signage shall be designed, located and installed in a manner acceptable to the Village and in conformance with the Village sign code and applicable provisions of the special use ordinance for the Planned Unit Development. 11.12 Redevelopment Proiect Area. The Project will be located entirely within the Property. Notwithstanding the foregoing, all road and public utility improvements required for the Project that are located within the adjacent public rights-of-way are within the Redevelopment Project Area. ARTICLE TWELVE REPRESENTATIONS AND WARRANTIES OF RETAIL DEVELOPER AND RESIDENTIAL DEVELOPER 111 By To induce the Village to execute this Agreement and perform the obligations of the Village herein, Retail Developer represents, warrants and agrees as the basis for the undertakings on its part herein contained that as of the date that Retail Developer executes this Agreement and until the date of Substantial Completion, the following are true and correct: A. Organization and Authorization. Retail Developer is a duly organized and existing limited liability company in good standing under the laws of the State of Delaware and is authorized to and has the power to enter into, and by proper action has been duly authorized to do business in the State of Illinois and to execute, deliver and perform this Agreement. Retail Developer is solvent, able to pay its debts as they mature and financially able to perform all the 34 80 IS I 762v.8 terms of this Agreement required of Retail Developer. There are no actions at law or similar proceedings which are pending or threatened against Retail Developerwhich would materially and adversely affect the ability of Retail Developer to proceed with the construction and development of this project. The execution, delivery, and performance by Retail Developer of this Agreement does not constitute or will not, upon the giving of notice or lapse of time, or both, constitute a breach or default under any other agreement to which Retail Developer is a party or may be bound hereunder. B. Non.-Conflict or Breach. Neither the execution or delivery of this Agreement by Retail Developer, the consummation of the transactions contemplated hereby by Retail Developer, nor the fulfillment of, or compliance with, the terms and conditions of this Agreement by Retail Developer conflict with or results in a breach of any of the terms, conditions or provisions of any offerings or disclosure statement made or to be made on behalf of Retail Developer or any organizational documents, any restriction, agreement or instrument to which Retail Developer or any of its partners or joint venturers is now a party or by which Retail Developer or any of its partners orjoint venturers is bound, or constitutes a default under any of the foregoing,or results in the creation or imposition of any prohibited lien,charge or encumbrance whatsoever upon any of the assets or rights of Retail Developer, any related party or any of its joint venturers under the terms of any instrument or agreement to which Retail Developer, any related party or any of its partners or joint venturers is now a party or by which Retail Developer any related party or any of its joint venturers is bound. C Financial Resources. Retail Developer and any of its affiliates to which portions of this Agreement are assigned, pursuant to the terms of this Agreement, will have, at the time of assignment, sufficient financial and economic resources to implement and complete 'The Retail Construction Obligation. D Survival of Retail Developer agrees that all of its representations and warranties set forth in this Article are true as of the execution date of this Agreement and shall remain true until the date of Substantial Completion.-Retail. 112 By Jdenti�alDev�elo.er. To induce the Village to execute this Agreement and perform the obligations of the Village herein, Residential Developer represents, warrants and agrees as the basis for the undertakings on its part herein contained that as of the date that Residential Developer executes this Agreement and until the date of Substantial Completion- Residential, the following are true and correct: A. jQA&qn1ZA1!2E_and Authorization. Residential Developer is a Delaware Limited Liability Company authorized to do business in Illinois and existing under the laws of the State of Illinois, and is authorized to and has the power to enter into, and by proper action has been duly authorized to execute, deliver and perform this Agreement. Residential Developer is solvent, able to pay its debts as they mature and financially able to perform all the terms of this Agreement required of Residential Developer. There are no actions at law or similar proceedings which are Trending or threatened against Residential Developer which would materially and adversely affect the ability of Residential Developer to proceed with the construction and development of this project. The execution, delivery, and performance by Residential Developer of this Agreement does not constitute or will not, upon the giving of notice or lapse of time, or both, constitute a 35 80 IS I 762v.8 breach or default under any other agreement to which Residential Developer is a party or may be bound hereunder. B. Non.-Conflict or Breach. Neither the execution or delivery of this Agreement by Residential Developer, the consummation of the transactions contemplated hereby by Residential Developer, nor the fulfillment of, or compliance with, the terms and conditions of this Agreement by Residential Developer conflict with or results in a breach of any of the terms, conditions or provisions of any offerings or disclosure statement made or to be made on behalf of Residential Developer or any organizational documents, any restriction, agreement or instrument to which Residential Developer or any of its partners or joint venturers is now a party or by which Residential Developer or any of its partners or joint venturers is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the assets or rights of Residential Developer, any related party, or any of its joint venturers under the terms of any instrument or agreement to which Residential Developer, any related party, or any of its partners or joint venturers is now a party or by which Residential Developer, any related party, or any of its joint venturers is bound. C Financial Resources. Residential Developer and any of its affiliates to which portions of this Agreement are assigned, pursuant to the terms of this Agreement, will have, at the time of assignment, sufficient financial and economic resources to implement and complete the Residential Construction Obligation. D Survival of RW.resentations and Warranties. Residential Developer agrees that all of its representations and warranties set forth in this Article are true as of the execution date of this Agreement and shall remain true until the date of Substantial Completion.-Residential. ARTICLE THIRTEEN REPRESENTATIONS AND WARRANTIES OF THE VILLAGE The Village represents, warrants and agrees as the basis for the undertakings on its part herein contained that: 13.1 Or anization and authority. 'The Village is a municipal corporation duly organized and validly existing under the law of the State of Illinois, is a home rule unit of government, and has all requisite corporate power and authority to enter into this Agreement. 13.2 Authorization. The execution, delivery and the performance of this Agreement and the consummation by the Village of the transactions provided for herein and the compliance with the provisions of this Agreement: (i) have been duly authorized by all necessary corporate action on the part of the Village; (ii) require no other consents, approvals or authorizations on the part of the Village in connection with the Village's execution and delivery of this Agreement; and (iii) shall not, by lapse of time, giving of notice, or otherwise, result in any breach of any term, condition or provision of any indenture, agreement or other instrument to which the Village is subject. 133 Litigation. To the best of the Village's knowledge, there are no proceedings Trending or threatened against or affecting the Village, the TIF District, the Property, the Retail Project, or the Residential Project in any court or before any governmental authority which 36 80 IS I 762v.8 involves the possibility of materially or adversely affecting the ability of the Village to perform its obligations under this Agreement. 13.4 Survival of ReDreseitations and Warranties. The Village agrees that all of its representations and warranties set forth in this Section and elsewhere in this Agreement are true as of the execution date of this Agreement and shall remain true until the date of Substantial Completion.-Retail. ARTICLE FOURTEEN LIABILITY AND RISK INS URANCE 14.1 Builder's Risk. Prior to commencement of construction of any portion of the Project, each of Retail Developer and Residential Developer, each at its cost and expense, shall procure and maintain builder's risk insurance with a deductible not to exceed $100,000 against risks of physical loss, including collapse, covering the total value of work performed and equipment, supplies, and materials furnished for each Retail Private Building, excluding the Retail Outlots (with respect to Retail Developer) and for the Residential Private Building (with respect to Residential Developer). The insurance policies required pursuant to this Section shall be maintained in full force and effect for each Retail Private Building, excluding the Retail Outlots (with respect to Retail Developer) until the date on which property insurance becomes effective for such Retail Private Building, and shall be maintained in full force and effect for the Residential Private Building(with respect to Residential Developer)until the date on which property insurance becomes effective for the Residential Private Building. 14.2 Commercial Ljabilit3�d Other Policies. Each of Retail Developer and Residential Developer, or, if either Developer has selected a contractor,then that Developer's contractor, shall maintain for the duration of its contract, including warranty period, the following insurance purchased from a company or companies lawfully authorized to do business in the State Illinois and having a rating of at least A.-minus and a class size of at least VIII as rated by A M. Best Ratings, such insurance as will protect the contractor from claims set forth below which may arise out of or result from the contractor's operations under the contract and for which the contractor may be legally liable, whether such operations be by the contractor or by a subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (a) Workers' Compensation Insurance covering all liability of the contractor arising under the Workers' Compensation Act and Occupational Diseases Act; limits of liability not less than statutory requirements, but not to exceed $500,000 per injury or policy. (b) Employers' Liability covering all liability of contractor as employer, with limits not less than: $1,000,000 per injury .- per occurrence; $500,000 per disease .- per employee; and $1,000,000 per disease - policy limit. (c) Comprehensive General Liability in a broad form on an occurrence basis, to include but not be limited to, coverage for the following where exposure exists-, Premises/Operations, Contractual Lability, Products/Completed Operations for 2 years following final payment, Independent Contractor's coverage to respond to claims for damages because of 37 80 IS I 762v.8 bodily injury, sickness or disease, or death of any person other than the contractor's employees as well as claims for damages insured by usual personal injury liability coverage which are sustained: (i)by a person as a result of an offense directly or indirectly related to employment of such person by the contractor; or (ii) by another person and claims for damages, other than to the work itself, because of injury to or destruction of tangible property, including loss of use there from; Broad Form Property Damage Endorsement. General Aggregate Limit $2,000,000 for Retail Developer $ 3,000,000 for Residential Developer Each Occurrence Limit $ 1,000,000 (d) Automobile Liability Insurance shall be maintained to respond to claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle. This policy shall be written to cover any auto whether owned, leased, hired, or borrowed. Each Occurrence Limit $ 1,000,000 (e) Umbrella Insurance. Retail Developer shall maintain an umbrella policy in the minimum amount of$10,000,000.00. Residential Developer shall maintain an umbrella policy in the minimum amount of$5,000,000.00. 143 Each of Retail Developer and Residential Developer agrees that with respect to the above required insurance that each will require its contractor to: (a) Provide separate endorsements: to name the Village of Buffalo Grove as additional insured-, (b) Provide thirty (30) days' notice, in writing, of cancellation or material change. 14.4 The contractor's insurance shall be primary in the event of a claim. 14.5 The Village shall be provided with Certificates of Insurance and endorsements evidencing the above required insurance prior to issuance of any pen-nits to start earth work or construction of work, and thereafter with certificates evidencing renewals or replacements of said policies of insurance at least thirty (30) days prior to the expiration of cancellation of any such policies. Said Notices and Certificates of Insurance shall be provided to: Village of Buffalo Grove Building Commissioner, 50 Raupp Blvd., Buffalo Grove 60089. Certificates of Insurance shall be provided only during the time periods set forth in this Section. 14.6 In addition, a Certificate of Insurance that states the Village has been endorsed as an "additional insured" by the Contractor's insurance carrier shall be provided to the Village. Specifically, this Certificate must include the following language: "The Village of Buffalo Grove and its elected and appointed officials, employees, agents, consultants, attorneys and representatives, are, and have been endorsed, as an additional insured under the above reference policy number on a primary and non.-contributory basis for general liability and automobile liability coverage for the duration of the contract term." 38 80 IS I 762v.8 14.7 Failure to Co!nply. In the event Retail Developer or Residential Developer fails to obtain or maintain any insurance coverages required under this Agreement, the Village may, after providing Retail Developer or Residential Developer with notice and an opportunity to cure as provided in this Agreement, purchase such insurance coverages and charge the expense thereof to the applicable Developer. Said applicable Developer shall reimburse the Village within thirty (30) days after receipt of an invoice for the coverage, or said Developer shall stop all work on its portion of the Project until said Developer has complied with the requirements of this Article. ARTICLE FIFTEEN DEFAULT AND REMEDIES 15J Defaults/Remedies. A. General. In addition to any and all other remedies set forth in this Agreement, a breach of this Agreement, or if any of the Parties shall fail to perform or keep any term or condition required to be performed or kept by such party, such party shall, upon notice from the other party, proceed to cure or remedy such default or breach within forty five (45) days after receipt of such notice from the Village (in the event of any such failure by Residential Developer or Retail Developer), or from Residential Developer or Retail Developer (in the event of any such failure by the Village); provided, however, that if such default is incapable of being cured within said forty five(45)day period and the defaulting party commences to cure the default within said forty five (45) day period and proceeds with due diligence to cure the same, the forty five (45) day period shall automatically be extended, but in no event more than ninety (90) days, and such party shall not be deemed to be in default under this Agreement In the event of an occurrence of a Default,the aggrieved party or parties may institute such proceedings against the defaulting party as may be necessary or desirable in its opinion to cure and remedy such default or breach, including seeking damages and/or specific performance. No default by a single party shall be deemed to constitute a Default by any other party hereunder. B. Additional Events of Default for &��er. The following events shall also be deemed a Default against Retail Developer under this Agreement up to and including the date of issuance of the final certificate of occupancy for the last building to be constructed in the Retail Project including the Retail Outlots, provided that the Village provides the notice and opportunity to cure in the manner set forth in this Agreement: (i) The entry of a decree or order for relief by a court havingjurisdiction in the premises with respect to Retail Developer, respectively, in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator(or similar official), of Retail 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 sixty (60) consecutive days. (ii) The commencement by Retail 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 Retail Developer to the 39 SO IS I 762v.8 appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator(or similar official), of Retail Developer. C Additional Events of Default for Residential Dey.e.lop.el. The following .. ... .... ... events shall also be deemed a Default against Residential Developer under this Agreement up to and including the date of issuance of the Final Certificate of Occupancy for the last unit in the Residential Project, including the parking garage, provided that the Village provides the notice and opportunity to cure in the manner set forth in Section 15.1 A of this Agreement: (i) The entry of a decree or order for relief by a court having jurisdiction in the premises with respect to Residential Developer, respectively, in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official), of Residential 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 sixty (60) consecutive days. (ii) The commencement by Residential 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 Residential Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator(or similar official), of Residential Developer. 15.2 Legal Fees. In the event legal action or other proceeding is brought for enforcement of this Agreement or with respect to an alleged breach, default or misrepresentation, each Party shall pay its own attorneys' fees and related costs. 153 No Waiver by Delay. Any delay by either party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under this Agreement shall not operate to act as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that neither party should be deprived of or limited in the exercise of the remedies provided in this Agreement because of concepts of waiver, laches or otherwise); nor shall any waiver in fact made with respect to any specific Default be considered or treated as a waiver of the rights by the waiving party of any future Default hereunder, except to the extent specifically waived in writing. No waiver made with respect to the performance, nor the manner or time thereof, of any obligation or any condition under the Agreement shall be considered a waiver of any rights except if expressly waived in writing. 15.4 Rights and Remedies Cumulative. Except as expressly provided in this Agreement, the rights and remedies of the Parties to this Agreement, whether provided by law or by this Agreement, shall be cumulative, and the exercise of any one or more of such remedies shall not preclude the exercise by such Party, at that time or different times, of any other such remedies for the same Default. 40 80 IS I 762v.8 ARTICLE SIXTEEN EQ I JAL EMPLOYMENT OPPORTUNITY AND PREVAILING WAGE 16.1 No Discrimination. Neither Retail Developer nor Residential Developer will discriminate against any employee or applicant for employment on the basis of race, color, religion, sex or national origin. To the fullest extent permitted by law, Retail Developer and Residential Developer will take of action to ensure that applicants are employed and treated during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rate of pay or other forms of compensation and selection for training, including apprenticeship. Retail Developer and Residential Developer agree to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 16.2 Advertisements. Retail Developer and Residential Developer will, in all solicitations or advertisements for employees placed by or on behalf of Retail Developer and Residential Developer, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. 163 Contractors. Any contracts made by Retail Developer and Residential Developer with its general contractor in connection with Retail Developer's Project and Residential Developer's Project respectively, shall contain language similar to that recited in this Sections above. 16.4 Prevailing Jae act. Retail Developer agrees to comply with the applicable provisions, if any, of the Illinois State law providing for the payment of the prevailing rate of wage with respect to work on any portion of the Retail Project that is required under the Prevailing Wage Act to be paid the prevailing rate of wage. ARTICLE SEVENTEEN MISCELLANEOUS PROVISIONS ITI Notices. All notices, certificates, approvals, consents or other communications desired or required to be given hereunder shall be given in writing at the addresses set forth below, by any of the following means: (a) personal service; (b) electronic communications, whether by telex, telegram or telecopy; (c) overnight courier; or (d) registered or certified first class mail, postage prepaid, return receipt requested; provided, however, that any notice that is required to be given as part of a Retail Developer Default or a Residential Developer Default, in either case pursuant to Article Nine of this Agreement, shall be given only by both (a) overnight courier; and (b) registered or certified first class mail, postage prepaid, return receipt requested. If to Village: Village of Buffalo Grove 50 Raupp Blvd. Buffalo Grove, 11,60089 AT"T'N: Village Manager With a copy to: Schain Banks 70 W. Madison Street, Suite 2300 41 80 IS I 762v.8 Chicago, 11,60602 ATTN: Patrick 'T. Brankin If to Retail Developer: IMK.D5 LLC c/o Kensington Development Group 700 Commerce Drive Site 130 Oak Brook, 11,60523 With a copy to: Seyfarth Shaw LLP 233 S. Wacker Drive, Site 8000 Chicago, 11, 60606-6448 AT'T'N: ,Jeffrey ,Jahns and Kevin Woolf With a copy to: IM Property Investment(USA) LLC 77 West Wacker Drive, Site 4025 Chicago, 11,60601 If to Residential Developer: BGA Residential, LLC 2250 Progress Parkway Schaumburg, 11, 60173 Attn: Robert,J. Kuker With a copy to: Levin Ginsburg 180 N. LaSalle Street, Site 3200 Chicago, 11, 60601 Attn: Jeffrey M. Galkin The Parties, by notice hereunder, may designate any further or different addresses to which subsequent notices, certificates, approvals, consents or other communications shall be sent. Any notice, demand or request sent pursuant to either clause (a) or(b)hereof shall be deemed received upon such personal service or upon dispatch by electronic means. Any notice, demand or request sent pursuant to cause(c) shall be deemed received on the day immediately following deposit with the overnight courier, and any notices, demands or requests sent pursuant to clause (d) shall be deemed received forty-eight(48) hours following deposit in the mail. I7.2 Time. Time is of the essence of this Agreement. If the last day of the time for performance of any obligation in this Agreement falls on a day other than a business day, the time for performance shall be extended to the next business day. Each business day of delay caused by an Uncontrollable Circumstance shall extend applicable time periods in this Agreement by one business day, and intervening non-business days shall be added to such extension. 173 jounterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Agreement. 17.4 Recordation of Agreernent. The Parties agree to record this Agreement in the office of the Lake County Recorder of Deeds. Recordation notwithstanding, it is agreed that no tenant or 42 80 IS I 762v.8 persons taking by, through or under any tenant shall have any obligation pursuant to this Agreement. 1 T5 Severab If any provision of this Agreement, or any section, sentence, clause, phrase or word, or the application thereof, in any circumstance, is held to be invalid, the remainder of this Agreement shall be construed as if such invalid part were never included herein, and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. 1 T6 Choice of Law. 'This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. I7.7 Entire Contract: Inje a.t�on. This Agreement (together with the exhibits attached hereto) is the entire contract between the Village, Residential Developer, and Retail Developer relating to the subject matter hereof, supersedes all prior and contemporaneous negotiations, understandings and agreements among the three Parties collectively, written or oral, including but not limited to the Memorandum of Understanding, and is a full integration of the agreement of the Parties. IT8 Amendments Thi s Agreementmay notbe modified or amended exceptby a written instrument executed by the parties hereto. I7.9 Third Parties.Nothing in this Agreement,whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any other persons other than the Village, Residential Developer, and Retail Developer. This Agreement is not intended to, and does not, create any third-party beneficiary rights whatsoever, except that Retail Developer is an intended beneficiary of all obligations of Residential Developer hereunder. 17.10 Waiver. Any party to this Agreement may elect to waive any right or remedy it may enjoy hereunder, provided that no such waiver shall be deemed to exist unless such waiver is in writing. No such waiver shall obligate the waiver of any other right or remedy hereunder, or shall be deemed to constitute a waiver of other rights and remedies provided pursuant to this Agreement. IT 11 Cooperation and F urther Assurances. The Village, Residential Developer, and Retail Developer each covenants and agrees that each will do, execute, acknowledge and deliver or cause to be done, executed and delivered, such agreements, instruments and documents supplemental hereto and such further acts, instruments, pledges and transfers as may be reasonably required for the better clarifying, assuring, mortgaging, conveying, transferring, pledging, assigning and confirming unto the Village, Residential Developer, or Retail Developer or other appropriate persons, all and singular, the rights, property and revenues covenanted, agreed, conveyed, assigned, transferred and pledged under or in respect of this Agreement. IT 12 A. Retail Develgper. Retail Developer's transfer restriction shall be as set forth in this Agreement. Nothing in this Agreement shall prevent Retail Developer from conveying title to or a financial interest in the Retail Parcel, a Developer and/or a Developer Affiliate to an institutional investor,joint venturer or lender that is providing financing and/or capital for or on 43 SO IS I 762v.8 behalf of either Developer or a Developer Affiliate, so long as that Developer (or a Developer Affiliate), retains control of the Retail Construction Obligation. B. Residential Qeve�o r . Residential Developer agrees that, prior to receipt of aTemporary Certificate of Occupancy for the Residential Private Building,not to sell or transfer its legal or beneficial interest in all or any portion of the Residential Parcel other than (i) a transfer to a Developer Affiliate, or(ii)a transfer of an indirect beneficial interest in Residential Developer by an investor in Residential Developer that does not have any control over the management of Residential Developer or (iii) Investor Intervention. Nothing in this provision shall prevent Residential Developer from conveying a financial interest in the Residential Parcel, Residential Developer and/or a Developer Affiliate to an institutional investor,joint venturer or lender that is providing financing and/or capital for or on behalf of either Residential Developer or a Developer Affiliate, so long as that Developer (or a Developer Affiliate), retains control of the Residential Construction Obligation. As used herein, "Investor Intervention" shall mean any direct or indirect equity investor in Residential Developer exercising its right to assume control of Residential Developer's performance of its construction obligations under this Agreement pursuant to the terms of the governing documents of Residential Developer or any Affiliate that owns a direct or indirect interest in Residential Developer. C 11eveloper Affiliate. "Developer Affiliate" shall mean, with respect to any Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, (i) such Person or (ii) any general partner, manager or managing member of such Person; (b) any other Person 50% or more of the equity interest of which is held beneficially or of record by (i) such person or (ii) any general partner,manager or managing member of such Person, and(c) any general partner, limited partner or member of(i) such Person or (ii) any general partner or managing member of such Person. As used in the previous sentence, "control" means the possession, directly or indirectly, of the power to cause the direction of the management of a Person, whether through voting securities, by contract, family relationship or otherwise. D ffiinadin.& Effect. All obligations assumed by each Developer under this Agreement shall be binding upon that Developer, and upon any and all of that Developer's heirs, successors, and assigns. E 'Excluded Assi�mrnents. This Section does not prohibit, nor require the Village's consent to, the collateral assignment of this Agreement to Developer's construction lender, or a permanent lender, if required thereby. If any mortgagee or institutional investor shall succeed to Developer's interest in the Property pursuant to the exercise of remedies under a mortgage or joint venture agreement, whether by foreclosure or deed in lieu of foreclosure, and in conjunction therewith accepts an assignment of Developer's interest in this Agreement,the Village hereby agrees to attorn to and recognize such party as the successor in interest to Developer for all purposes under this Agreement so long as such party accepts all of the obligations and liabilities of Developer hereunder and under the this Agreement and Final PUD Plan; provided, however, that: a. If such party accepts an assignment of Developer's interest under this Agreement, then such party has no liability under this Agreement for any Event of Default of 44 80 IS I 762v.8 Developer which accrued prior to the time such party succeeded to the interest of Developer under this Agreement (a "Pre-F-xisling De fa It") in which case Developer shall remain solely responsible; but b. No party who has succeeded to the interest of Developer under this Agreement shall have any right to any pen-nit or approval from the Village to the extent that a Pre.- Existing Default has resulted in noncompliance under the 2016 PUD Special Use Ordinance or this Agreement unless and until such noncompliance with the 2016 PUD Special Use Ordinance or this Agreement has been corrected. If any mortgagee does not expressly accept an assignment developers' interest hereunder, then such party shall be entitled to no rights and benefits under this Agreement. F 'The�Villa��,e. Notwithstanding anything herein to the contrary, the Village may not delegate its obligation hereunder or except as provided herein without the express written approval of Retail Developer and Residential Developer. IT 13 No Joint Venture- Nothing in this Agreement, or any actions of the Parties to this Agreement, shall be construed by the Parties or any third person to create the relationship of a partnership, agency or joint venture between or among such parties. 1 T 14 EgRealer. To the extent that any ordinance, resolution, rule, order or provision of the Village's code of ordinances, or any part thereof, is in conflict with the provisions of this Agreement, the provisions of this Agreement shall be controlling, to the extent lawful. Notwithstanding the foregoing,in the event of a conflictbetween this Agreement and Planned Unit Development Special Use Ordinance, the Planned Unit Development Special Use Ordinance shall control. 1 T 15 Term. Except as provided in this Section or as specified in other Sections of this Agreement, this Agreement shall remain in full force and effect for twenty-three (23) years from the date theTIF District was created, unless the Redevelopment Plan with respect to the Project is extended or until termination of theTIF District or until otherwise terminated pursuant to the terms of this Agreement. 1 T 16 L-,,sto. el �Cerfifi_cates. Each of the Parties agrees to provide the other, upon not less than fifteen (15) days prior request, an estoppel certificate certifying that this Agreement is in full force and effect(unless such is not the case, in which such parties shall specify the basis for such claim), that the requesting party is not in default of any term, provision or condition of this Agreement beyond any applicable notice and cure provision (or specifying each such claimed default), and certifying such other matters reasonably requested by the requesting party. 1 T 17 Drafter Bias. The Parties acknowledge and agree that the terms of this Agreement are the result of on-going and extensive negotiations between the Parties, all of which are represented by independent counsel and that this Agreement is a compilation of said negotiations. As a result, in the event that a court is asked to interpret any portion of this agreement, none of its parties shall be deemed the drafter hereof and none shall be given the benefit of such presumption that may be set out by law. 45 80 IS I 762v.8 17.18 Mutual Defense. A. TIF District. In the event that litigation is commenced against the Village challenging the adoption of theTIF District on the limited procedural basis of the public hearing conducted by the Village, or the limited substantive basis of the qualification of the Property under Section 3(v) of theTIF Act, the Village and Developers agree to mutually defend such litigation, including the hiring of attorneys and consultants as deemed necessary and prudent and the splitting of the cost of such attorneys and consultants. ARTICLE EIGHTEEN REIMBLJRSEMENT OF PROFESSIONAL FEES Up to a maximum of $100,000, Retail Developer shall reimburse Village for all professional fees incurred for the negotiation and preparation of this Agreement including but not limited to attorney's fees. ARTICLE NINETEEN RELEASE OF INFORMATION Prior to any payments by the Village of any Sales Tax as provided for in this Agreement, Retail Developer and its retail tenants shall provide the Village with a limited power of attorney, addressed to and in a form satisfactory to the Illinois Department of Revenue, authorizing the Illinois Department of Revenue to release to the Village all gross revenue and Sales Tax information submitted by them to the Illinois Department of Revenue. Additionally, in the event that the Illinois Department of Revenue does not make available to the Village said documentation, Retail Developer and its retail tenants shall provide alternative documentation that details the amount of Sales Taxes paid to the Illinois Department of Revenue. The Village shall keep and maintain all such information confidential to the extent allowed by law, and shall permanently destroy such information and all copies thereof as soon as practicable after confirming the accuracy of such information. ARTICLE TWENTY EFFECTIVENESS Retail Developer and Residential Developer shall execute this Agreement not later than 30 days after the Corporate Authorities' authorization of execution of this Agreement or else this Agreement will be deemed void. IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed on or as of the day and year first above written. SIGNATLJRES ON NEXT PAGE 46 80 IS I 762v.8 IN WITNESSTHEREOF,the Village,Residential Developer,and Retail Developer have entered into this Agreement as of this 20th day of June, 2022 VILLAGE OF BU 'F A J) GROVE By:_';� JMKD 5, LLC, a :) re. limited fiat)ifity company ......... r..................... By: Namc: W J,Dflft .... ...... ........ BGA RESIDENTIAL,LL,C, a Delawam fin c liability cornpany By: 1'1'ide� ALAI'IwIzed ---------- 47 ROM7612v8 PARCEL 1: LOT 3 IN BUFFALO GROVE TOWN CENTER UNIT 6,BEING A RESUBDIIVISION OF LOTS 1 AND 3 IN BUFFALO GROVE TOWN CENTER UNIT 5 AND PART OF THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 43 NORTH,RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN,ACCORDING TO THE PLAT OF SAID BUFFALO GROVE TOWN CENTER UNIT 6,RECORDED OCTOBER 21,1993 AS DOCUMENT 3419308,IN LAKE COUNTY,ILLINOIS. PARCEL 2: LOTS 1 AND 3 IN BUFFALO GROVE TOWN CENTER UNIT 8,BEING A RESUBDIVISION OF LOT 2 IN BUFFALO GROVE TOWN CENTER UNIT 5,IN THE SOUTHWEST QUARTER OF SECTION 33,TOWNSHIP 43 NORTH,RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN,ACCORDING TO THE PLAT OF SAID BUFFALO GROVE TOWN CENTER UNIT 8,RECORDED JULY 24,1998 AS DOCUMENT 4173676,,IN LAKE COUNTY,ILLINOIS. PARCEL 2A: RECIPROCAL EASEMENTS FOR THE BENEFIT Of PARCEL 2 AS CONTAINED IN AGREEMENT DATED JULY 28,1998 AND RECORDED JULY 29,1998 AS DOCUMENT 4176874 BY BUFFALO GROVE JOINT VENTURE AND EAGLE FOOD CENTERS,INC. PARCEL 3: LOT 1 IN BUFFALO GROVE TOWN CENTER UNIT 9,BEING A RESUBDIIVISION OF LOTS 1 AND 2 IN BUFFALO GROVE TOWN CENTER UNIT 7,IN SECTION 33,TOWNSHIP 43 NORTH,RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN,ACCORDING TO THE PLAT OF SAID BUFFALO GROVE CENTER UNIT 9,RECORDED OCTOBER 6,1999 AS DOCUMENT 4431048,IN LAKE COUNTY,ILLINOIS. EXCEPTING THAT PART OF LOT I TAKEN IN CASE 16LD9 ORDER RECORDED AS DOCUMENT 7487965 DESCRIBED AS FOLLOWS: COMMENCING ATTHE MOST EASTERLY CORNER OF SAID LOT 1;THENCE NORTHWESTERLY 19.12 FEET(19.17 FEET,RECORDED)ALONG THE EASTERLY LINE OF SAID LOT I ON A CURVE TO THE RIGHT HAVING A RADIUS OF 1497.69 FEET,THE CHORD OF SAID CURVE BEARS ON AN ILLINOIS COORDINATE SYSTEM NAD 83(2007)EAST ZONE BEARING OF NORTH 9 DEGREES 38 MINUTES 39 SECONDS WEST, 19.12 FEE]10 A POINT OF TANGENCY ON SAID EASTERLY LINE;THENCE NORI H 9 DEGREES 16 MINUTES42 SECONDS WEST ALONG THE EASTERLY LINE OF SAID LOT 1,A DISTANCE OF 295.93 FEET TO THE POINT OF BEGINNING;THENCE SOUTH 80 DEGREES 43 MINUTES 31 SECONDS WEST,A DISTANCE OF 11,00 FELT;THENCE NORTH 9 DEGREES 16 MINUTES 29 SECONDS WEST,A DISTANCE OF 125.06 FEET;THENCE NORTH 80 DEGREES 43 MINUTES 31 SECONDS EAST,A DISTANCE OF 5.00 FEET;THENCE NORTH 9 DEGREES 16 MINUTES 29 SECONDS WEST,A DISTANCE OF 155.91 FEET; THENCE NORTH 4 DEGREES 43 MINUTES 33 SECONDS WEST,A DISTANCE OF 151,30 FEET;THENCE NORTH 9 DEGREES 16 MINUTES 29 SECONDS WEST,A DISTANCE OF 48.27 FEET;THENCE(NORTH 80 DEGREES 43 MINUTES 31 SECONDS EAST,A DISTANCE OF 8.96 FEET TO THE EASTERLY LINE OF SAI D LOT 1;THENCE SOUTH 9 DEGREES 16 MINUTES 42 SECONDS EAST ALONG THE EASTERLY LINE OF SAID LOT 1,A DISTANCE OF 110.84 FEET TO AN ANGLE POINT ON SAID EASTERLY LINE;THENCE SOUTH 6 DEGREES 24 MINUTES 56 SECONDS EAST ALONG THE EASTERLY LINE OF SAID LOT 1,A DISTANCE OF 100,11 FEETTO AN ANGLE POINT ON SAID EASTERLY LINE;THENCE SOUTH 9 DEGREES 16 MINUTES 42 SECONDS EAST ALONG,THE EASTERLY LINE OF SAID LOT 1,A DISTANCE OF 222.48 FEET TO A SOUTH LINE OF LOT 1;THENCE SOUTH 89 DEGREES 30 MINUTES 58 SECONDS WEST ALONG A SOUTH LINE OF SAID LOT 1,A DISTANCE OF 10.12 FEETTO THE EASTERLY LINE OF LOT 1; THENCE SOUTH 9 DEGREES 16 MINUTES 42 SECONDS EAST ALONG THE EASTERLY LINE OF SAID LOT 1,A DISTANCE OF 48.24 FEET TO THE POINT OF BEGINNING 80 IS I 762v.8 PARCEL 3A; EASEMENT FOR THE BENEFFfi'OF PARCELS 1,2 AND 3,FOR DRAINAGE INTO RETENTION POND,AS CREATED BY THE.DRAINAGE AND CONSTRUCTION EASEMENT AGREEMENT RECORDED NOVEMBER 30,1998 AS DOCUMENT NUMBER 4248745,OVER AND ACROSS THAT PART OF LOT 1 IN WALGREENS BUFFALO GROVE RESUBDIVISION,BEING A RESUBDIVISION OF PARTS OF THE SOUTHWEST 1/4 OF SECTION 33,TOWNSHIP 43 NORTH,AND WART OF THE NORTHWEST 1/4 OF SECTION 3,TOWNSHIP 42 NORTH,RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN IN LAKE AND COOK COUNTIES,ILLINOIS, DESCRIBED AS FOLLOWS-COMMENCING AT A POINT ON THE WEST LINE OF LOT'1 IN BUFFALO GROVE TOWN CENTER UNI T 1.BEING A SUBDIVISION IN SAID SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 43 NORTH,RANGE;11 EAST,ACCORDING TO THE PLAT THEREOF RECORDED NOVEM'BER 4,1988 AS DOCUMENT NUMBER 2737813,THAT POINT ALSO BEING THE NORTHEAST CORNER OF LOT 2 IN FIRNBACH SUBDIVISION,BEING A SUBDIVISION IN SAID''SOUTHWEST 1/4 OF SECTION 33, RECORDED AS DOCUMENT NUMBER 1032913;THENCE SOUTH 22 DEGREES 19 MINUTES 24SECONDS EAST,41.50 FEET ALONG SAID WEST LINE;THENCE NORTH 85 DEGREES 58 MINUTES 44SECONDS EAST,202^9 FEE:]ALONG THE SOUTH LINE OF SAID LOT 1;THENCE SOUTH 12 DEGREES 25 MINUTES 09 SECONDS EAST.215.71 FEET;THENCE SOUTH 81 DEGREES 00 MINUTES CO SECONDS EAST,25.38 FEET ALONG'THE NORTH LINE OF FORMER SCHOOL LOT,ALSO BEING THE SOUTH LINE OF SAID LOT 1 TO THE POINT OF BEGINNIING;THENCE SOUTH 31 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID SOUTH LINE,108..72 FEET,THENCE SOUTH..55 DEGREES 09 MINUTES 42 SECONDS WEST,80.43 FEET;THENCE NORTH 34 DEGREES 06 MINUTES 02 SECONDS WEST,61.34 FEETTO THE POINT OF BEGINNING,ALL IN LAKE COUNTY,ILLINOIS. A-L 80ISI7E2v.8 Exhibit B Certificate of Substantial ComnlAi:on. The undersigned, the Village Manager of the Village of Buffalo Grove, Lake and Cook Counties, Illinois (the "Village"), hereby certifies that [Substantial Completion.-Retail] [Substantial Completion.-Residential], as that term is used and defined in the Redevelopment Agreement dated ---------------------i 2022, among the Village, IMK.D 5 LLC and BGA Residential, LLC, has occurred. 202 ------------------------------------------------ -------------------------------------------------------------------- ..................................................[name] Village Manager 84469831v.1 EXHIBIT C FUNDING CERTIFICATION I D 5, LLC Village Manager Village of Buffalo Grove 50 Raupp Blvd Buffalo Grove, 11, 60089 Re: Economic Incentive and Tax Increment Allocation Financing Development Agreement by, between, and among the Village of Buffalo Grove, IL, BCAA Residential LLC and IMKD 5, LLC, dated (the "Agreement") Terms not otherwise defined herein shall have the meanings ascribed to such terms in the A,greemenl. In connection with said Agreement, the undersigned hereby states and certifies that: PROJECT'NAME: 'The Clove, Buffalo Grove, Illinois (the "Project") BORROWER NAME: IMK.D 5, a Delaware limited liability company (the "Borrower") Funding Certification 4: ..................................... In connection with said Agreement, the undersigned hereby states and certifies that the following Funding Conditions have been fulfilled [as applicable]: paragraphs -----------of Section 6.2A of the Agreement and paragraphs ------------ of Section 6.2B of the Agreement have been fulfilled. [SIGNATURE PAGETO FOLLOW] 8 1 696556v.2 EXHIBIT C IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this ....... day of 120 ----------------------- ....... IMKD 5, LLC, a Delaware limited liability company By: Its: Authorized Signatory 8 1 696556v.2 EXHIBIT I) CERTIFICATE REQUEST OF REDEVELOPMENT PROJECTS COSTS FOR THE [PUBLIC/PRIVATE] IMPROVEMENTS OF IMKD 5,ITC Village Manager Village of Buffalo Grove 50 Raupp Blvd Buffalo Grove, IL 60089 Re: Economic Incentive and Tax Increment Allocation Financing Development Agreement by, between, and among the Village of Buffalo Grove, 11, and 1MKD 5, ITC, dated (the "Agreement") Terris not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. In connection with said Agreement, the undersigned hereby states and certifies that: I Schedule I is incorporated herein by reference. Each listed item for which reimbursement is sought on Schedule I hereto is a Redevelopment ]project Cost and was incurred in connection with the Development. Identified on the attached Schedule I are the name of all contractors, subcontractors and/or suppliers who were paid directly by Developer and for which the amount identified herein shall reimburse Developer-, also included as part of Schedule I are all applicable sworn statements, paid invoices and lien waivers in relation to said contractors, subcontractors and/or suppliers as well as, bills, contracts and invoices relative to the items for which reimbursement is sought,and proof of payment of any said invoices. The information and documentation constituting Schedule I is accurate, verified and complete. 2. The Redevelopment ]project Costs on Schedule 1: (i) were necessary for completion of the Development and(ii)have been paid by the Developer and are eligible for reimbursement and were incurred under the TIF Act, the Redevelopment Plan and the Agreement. 3. The Redevelopment ]project Costs listed on Schedule I have not previously been paid or reimbursed from money derived from Incremental Property Taxes or any money derived from any project fund established pursuant to the Agreement, and no part thereof has been included in any other Certificate of Redevelopment Project Costs previously filed with the Village. Developer agrees that if prior to the time of acceptance by Village any matter certified to herein by it will not be true and correct in all material respects at such time as if then made, it will immediately so notify the Village. Except to the extent, if any, that prior to the time of the Village's approval of Redevelopment]project Costs for the Development, the Village shall receive written notice to the contrary from Developer,each matter certified to herein shall be deemed once again to be certified as true and correct at the date of approval of Redevelopment Project Costs as if then made. Retailer Developer hereby requests that the Village approve this Certification Request in order to obtain disbursement from the TIF Funding Escrow. [SIGNATURE PAGE TO FOLLOW] EXHIBIT'D IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this ....... day of 20 IMKD 5, LLC, a Delaware limited liability company By: Its: Authorized Signatory Signed and sworn before me by this—day of 20....... Notary Public APPROVED: VILLAGE OF BUFFALO GROVE,IILLINOIS, an Illinois municipal corporation By: Name: Tide: Exhibit E GUARANTY OF COMPLETION THIS GUARANTY OF COMPLETION (the "Guaranty") is made as of----------------------------------- 2022, by BGA RESIDENTIAL,LLC, an Illinois limited liability company ("Guarantor")to VILLAGE OF BUFFALO GROVE,ILLINOIS, an Illinois municipal home rule corporation ("Village"). WITNESSETH: WfIEREAS,Guarantor and Village have executed that certain Redevelopment Agreement dated of even date herewith (the "Agreement") for the redevelopment of real property located at the northwest corner Lake Cook and Mcf1enry Roads in the Village and the construction of the ]project(as defined in the Agreement) on said real property, WfIEREAS, Village is not willing to enter into the Agreement unless Guarantor unconditionally guarantees performance to Village of the Guaranteed Obligation (as herein defined)-, and NOW, TfIEREFORE, as an inducement to Village to execute the Agreement, and for other good and valuable consideration,the receipt and legal sufficiency of which are hereby acknowledged,Guarantors hereby agree as follows: ARTICLE I DEFINED TERMS Section 1.01 Defined Terms. Capitalized terms used in this Guaranty and not specifically defined in this Guaranty have the meaning provided in the Agreement. ARTICLE 2 NATURE AND SCOPE OF GUARANTY Section 2.01 Guaranty of Obl4mtion. Guarantor hereby irrevocably and unconditionally covenants and agree that Guarantor is liable for the Guaranteed Obligation as primary obligor. Section 2.02 Definition of Guaranteed Obligation. As used herein, the term "Guaranteed Obligation" means the prompt and complete and performance of the obligations of Residential Developer to construct and complete the Residential]project in accordance with Section 8.LA and Section 8.LB of the Agreement, free and clear of all defects and liens and in compliance with all laws, rules, permits, requirements and regulations of any governmental authority and in accordance with and subject to the requirements, conditions and limitations of the Agreement. Section 2.03 Remedies of Village. (a) Upon the occurrence of an Event of Default by Residential Developer under the Agreement in connection with its performance of the Guaranteed Obligation, Guarantor shall, on or prior to ten (10) days' after written demand by Village, commence performance of the Guaranteed Obligation and diligently pursue performance thereof to completion. If Guarantor fails to commence and pursue diligently the performance of the Guaranteed Obligation within the applicable time periods set forth in Section t5.I of the Agreement after written demand by Village, then, either before or after pursuing any other remedy of Village against Guarantor and regardless of whether Village shall ever pursue any such other remedy,Village shall have the right to complete the Residential]project,or call upon any other reputable parties to complete the Residential Project in accordance with the Plans (as may be modified in accordance with the terms of the Agreement) prepared by Guarantor and approved by the Village in connection with the Residential]project and shall have the right to expend such reasonable sums as Village in its discretion deems proper in order to complete the Residential ]project strictly in accordance with the Plans. During any construction undertaken by Village or by any other party on behalf of Village pursuant to this Section 2.03(a), Guarantor shall pay on demand all costs and expenses actually incurred by Village to complete the Residential Project in accordance with this Section 2.03(a). Village may at any time require Guarantor to perform or supervise the performance of such work in lieu of Village or any party engaged by Village. (b) Guarantor agrees to indemnify,defend and hold Village harmless from and against any and all loss,damage,cost, expense, ifflury or liability Village may suffer or incur in connection with any claims by any third party brought as a result of the performance of the Guaranteed Obligations by Guarantor, except to the extent of any negligence or willful misconduct by Village. (c) For purposes of this Section 2.03, the ]project shall be deemed to be completed upon receipt by Village Manager of a Certificate of Substantial Completion with respect to Substantial Completion --- Residential. Village shall cause the Village Manager to issue such certificate in accordance with the express terms of the Agreement. ARTICLE 3 GENERAL TERMS AND CONDITIONS Section 3.01 Nature of Guaranty. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligation existing after any attempted revocation by Guarantor. Section 3.02 Enforcement Costs. Guarantor hereby agrees to pay, on written demand by Village, all reasonable costs incurred by Village in collecting any amount payable under this Guaranty or enforcing or protecting its fights under the Guaranty, in each case whether legal proceedings are commenced. Such fees and expenses shall be in addition to the Guaranteed Obligation and shall include, without limitation, costs and expenses of counsel, court fees, costs incurred in connection with pre-trial, trial and appellate level proceedings (including discovery and expert witnesses), costs incurred in post- judgment collection efforts or in any bankruptcy proceeding to the extent such costs relate to the Guaranteed Obligations or the enforcement of this Guaranty. Amounts incurred by Village shall be immediately due and payable upon demand and shall bear interest at a rate of twelve percent(t2%)per annum from the date of disbursement until paid in full upon. Guarantor's obligations under this Section 3.02 shall survive the performance of the Guaranteed Obligation. Section 3.03 Cumulative Remedies. Guarantor acknowledges that, following an Event of Default, Village is entitled to exercise all rights and remedies at law or in equity as have been provided to Village under the Agreement and this Guaranty. All rights and remedies of Village are cumulative and may be exercised independently, concurrently or successively in Village's sole discretion and as often as occasion therefor shall arise. Village's delay or failure to exercise any remedy upon the occurrence of an Event of Default shall not be deemed a waiver of such right or remedy. No partial exercise by Village of any right or remedy will preclude further exercise thereof. Notice or demand given to Guarantor in any instance will not entitle Guarantor to notice or demand in similar or other circumstances nor constitute Village's waiver of its right to take any future action in any circumstance without notice or demand. Village 2 60173/00002/1.xhibit E-Residential Completion GUaranty Village Completion Guaranty --BGA shall not be deemed as a consequence of its delay or failure to act, or any forbearance granted, to have waived or be estopped from exercising any of its rights or remedies. ARTICLE 4 MISCELLANEOUS Section 4.0 t. Continuin g G i La-iR . This Guaranty shall in all respects be a continuing guaranty, -- ----- nty- remaining in full force and effect until all of Guarantor's obligations hereunder have been satisfied in full. Section 4.02. Successors and-Assigns. All obligations under this Guaranty shall be binding upon Guarantor and Guarantor's legal representatives,successors and assigns. Section 4.03. Time of Essence. Time is of the essence of this Guaranty. Section 4.04. Definitions- C-Dtions- Gender. Any capitalized term not defined herein but defined in the Agreement shall have the same meaning herein as such term has in the Agreement. With respect to any reference in this Guaranty to any defined term: (a)if such defined term refers to a Person,or a trust,corporation, partnership or other entity, then such term shall also mean all heirs, personal representatives, successors and assigns of such Person or entity, and (b) if such defined term refers to a document, instrument or agreement, then such term shall also include any replacement,extension or other modification thereof. Captions contained in this Guaranty in no way define,limit or extend the scope or intent of their respective provisions. Use of the masculine, feminine or neuter gender and of singular and plural shall not be given the effect of any exclusion or limitation herein. Section 4.05. Including Means without Limitation. The use in this Guaranty of the term "including",and related terms such as "include", shall in all cases mean "without limitation". Section 4.06. Notices. Except for any notice required under applicable law to be given in another manner,any notice that Village or Guarantor may desire or be required to give under this Guaranty to any other party hereto shall be in writing and shall be deemed to have been properly given, served and received (i) if delivered by messenger, when delivered, (ii) if deposited in the United States certified or registered mail, postage prepaid, return receipt requested, on the third business day after depositing in the mail, or (iii) if delivered by reputable overnight express carrier, freight prepaid, the next business day after delivery to such carrier,addressed to such party as follows: If to Guarantor: BGA Residential, LLC 2250 Progress Parkway Schaumburg, IL 60t73 A TN: Robert J. Kuker With a copy to: Levin Ginsburg NO N. LaSalle Street, Suite 3200 Chicago, IL 6060 1 ATTN: Jeffrey Galkin, Esq. 3 60173/00002/1.xhibit E-Residential Completion GUaranty Village Completion Guaranty --BGA If to Village: Village of Buffalo Grove 50 Raupp Blvd. Buffalo Grove, IL 60089 ATTN: Village Manager With a copy to: Schain Banks 70 W. Madison Street, Suite 2300 Chicago, IL 60602 ATTN: Patrick T. Brankin Any party may change the address to which notices may be sent by notice to the other party or parties as provided herein. Section 4.07. Entire ALreciricnt. This Guaranty and the Agreement constitute the entire agreement _ of Guarantor and Village and supersede any prior agreement with respect to the subject matter thereof. Section 4.08. No Modification without Wd!Wg. This Guaranty may not be terminated or modified in any way nor can any right of Village or any obligation of Guarantor be waived or modified, except by a writing signed by Village and such Guarantor. Section 4.09. Sc_vcrability. Each provision of this Guaranty shall be interpreted so as to be effective and valid under applicable law, but if any provision of this Guaranty shall in any respect be ineffective or invalid under such law,such ineffectiveness or invalidity shall not affect the remainder of such provision or the remaining provisions of this Guaranty. Section 4.tO. Cumulative. The obligations of Guarantor hereunder are in addition to any other obligations Guarantor may now or hereafter have to Village. All rights and remedies of Village and all obligations of Guarantor under this Guaranty are cumulative. In addition, Village shall have all rights and remedies available to Village in law or equity for the enforcement of this Guaranty. Section 4.1 t. Effect of Village's Delay or Action. No delay by Village in the exercise of any right or remedy shall operate as a waiver thereof,and no single or partial exercise by Village of any right or remedy shall preclude any other exercise thereof or the exercise of any other right or remedy. No action of Village permitted hereunder shall in any way impair or otherwise affect any right of Village or obligation of Guarantor under this Guaranty. Section 4.t2. Governing Law. This Guaranty has been delivered at Buffalo Grove, Illinois, and shall be construed under and governed by the internal laws of the State of Illinois. Guarantor acknowledges that Village may be irreparably harmed if required to institute or defend any action in any Jurisdiction other than the United States District Court for the Northern District of Illinois or Lake County, Illinois. Therefore, Guarantor irrevocably (a) agrees that any suit, action or other legal proceeding relating to this Guaranty may be brought only in the Circuit Court of Lake County or in the United States District Court for the Northern District of Illinois,at Village's option,(b)consents to the Jurisdiction of each such court in any such suit,action or proceeding-, (c) waives any objection which Guarantors may have to the laying of venue in any such suit, action or proceeding in either such court-, and (d) agrees to Join Village in any petition for removal to either such court. 4 60173/00002/1.xhibit E-Residential Completion GUaranty Village Completion Guaranty --13GA Section 4.t3. WAIVER OF JURY TRIM.. GUARANTOR WAIVES TTIE RIGHT'T'O A TRIM. BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR REL,ATED T'O, TTIE SUBJECT' MATTER OF TTIIS GUARANTY. TTIIS WAIVER IS KNOWINGLY, INT`ENT'IONAL,L,Y, AND VOL,UNT'ARIL,Y MADE BY GUARANTOR AND GUARANTOR ACKNOWL,EDGES TTIAT' NEITTIER VIL,L,AGE NOR ANY PERSON OR ENTITY ACTING ON BEHALY OF VIL,L,AGE HAS MADE ANY REPRESENT'ATJONS OF FACT T'O INDUCE TTIIS WAIVER OF TRAIL, BY JURY OR HAS TAKEN ANY ACTJONS WHICH IN ANY WAY MODIFY OR NUL,L,IFY ITS EFFECT'. GUARANTOR FURTTIER ACKNOWL,EDGES TTIAT'GUARANTOR HAS BEEN REPRESENT'ED(OR fIAS fIAD TTIE OPPORT'UNITY T'O BE REPRESENTED) IN TTIE SIGNING OF TTIIS GUARANTY AND IN TTIE MAKING OF TTIIS WAIVER BY INDEPENDENT L,EGA L,COUNSEL,SEL,ECTED OF GUARA NT'ORIS OWN FREE WIL,L, AND TTIAT' GUARANTOR HAS HAD TTIE OPPORT'UNITY T'O DISCUSS TTIIS WAIVER WITTI COUNSEL,. GUARANTOR FURTTIERACKNOWL,EDGESTTIAT'GUARANTOR fIAS READ AND UNDERSTANDS TTIE MEANING AND RAMIFICATJONS OF TTIIS WAIVER PROVISION. Section 4.t4 T'enxiination. This Guaranty and the Guaranteed Obligation shall automatically terminate and be void and of no force or effect upon the earliest to occur of(a) the date Village Manager delivers the Certificate of Substantial Completion-Retail,and (ii)the termination of the Agreement. Section 4.t5 Priority of�Guara�nt [Village's right to take over construction should be subordinate to the fights under the completion guaranty provided by BGA to its lender and the take over rights of its limited partner] [Signature Page Follows] 5 60173/00002/1.xhibit E-Residential Completion GUaranty Village Completion Guaranty --13GA SIGNED AND DELIVERED as of the date first written above. GUARANTOR: BGA RESIDENTIAL, ITC, an Illinois limited liability company By: Name: Title: 6 60173/00002/1.xhibit E-Residential Completion GUaranty Village Completion Guaranty --13GA Exhibit F GUARANTY OF COMPLETION THIS GUARANTY OF COMPLETION (the "Guaranty") is made as of----------------------------------- 2022, by IMKD5 LLC, a Delaware limited liability company ("Guarantor") to VILLAGE OF BUFFALO GROVE,ILLINOIS, an Illinois municipal home rule corporation ("Village"). WITNESSETH: WfIEREAS,Guarantor and Village have executed that certain Redevelopment Agreement dated of even date herewith (the "Agreement") for the redevelopment of real property located at the northwest corner Lake Cook and McHenry Roads in the Village and the construction of the ]project(as defined in the Agreement) on said real property, WfIEREAS, Village is not willing to enter into the Agreement unless Guarantor guarantees performance to Village of the Guaranteed Obligation (as herein defined)-, and NOW, TfIEREFORE, as an inducement to Village to execute the Agreement, and for other good and valuable consideration,the receipt and legal sufficiency of which are hereby acknowledged,Guarantors hereby agree as follows: ARTICLE I DEFINED TERMS Section 1.01 Defined Terms. Capitalized terms used in this Guaranty and not specifically defined in this Guaranty have the meaning provided in the Agreement. ARTICLE 2 NATURE AND SCOPE OF GUARANTY Section 2.01 QjqgjrqnqtK of Obl' Guarantor hereby irrevocably covenants and agrees that Guarantor is liable for the Guaranteed Obligation as primary obligor. Section 2.02 Definition of Guaranteed Obligation. As used herein, the term "Guaranteed Obligation" means the prompt and complete performance of the obligations of Retail Developer to construct and complete the Retail ]project in accordance with Section 8J.A and Section 8J.B of the Agreement, free and clear of all defects and liens and in compliance with all laws, rules, permits, requirements and regulations of any governmental authority and in accordance with and subject to the requirements, conditions and limitations of the Agreement. Section 2.03 Remedies of Village. _ (a) Upon the occurrence of an Event of Default by Retail Developer under the Agreement in connection with the performance of the Guaranteed Obligation, Guarantor shall, on or prior to ten (tO) days' after such written demand by Village, commence performance of the Guaranteed Obligation and diligently pursue performance thereof to completion. If Guarantor fails to commence and pursue diligently the performance of the Guaranteed Obligation within the applicable period set forth in Section 15J.A of the Agreement after written demand by Village, then, either before or after pursuing any other remedy of Village against Guarantor and regardless of whether Village shall ever pursue any such other remedy,Village shall have the right to complete the Retail Project, or call upon any other reputable parties to complete the Retail Project in accordance with the Plans (as may be modified in accordance with the terms of the Agreement) and shall have the right to expend such sums as Village in its discretion deems proper in order to complete the Retail ]project. During any construction undertaken by Village or by any other party on behalf of Village pursuant to this Section 2.03(a), Guarantor shall pay on demand all costs and expenses actually incurred by Village to complete the Retail]project in accordance with this Section 2.03(a). Village may at any time require Guarantor to perform or supervise the performance of such work in lieu of Village or any party engaged by Village. (b) Guarantor agrees to indemnify,defend and hold Village harmless from and against any and all loss,damage,cost, expense, ifflury or liability Village may suffer or incur in connection with any claims by any third party brought as a result of the performance of the Guaranteed Obligation by Guarantor. (c) For purposes of this Section 2.03, the Retail ]project shall be deemed to be completed upon issuance by Village Manager of a Certificate of Substantial Completion in respect of Substantial Completion - Retail. The Village shall cause the Village Manager to issue such certificate as and to the extent provided for in the Agreement. ARTICLE 3 GENERAL TERMS AND CONDITIONS Section 3.01 Nature of GuqKqn!Y. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligation existing after any attempted revocation by Guarantor. Section 3.02 Enforcement Costs. Guarantor hereby agrees to pay, on written demand by Village, all reasonable costs incurred by Village in collecting any amount payable under this Guaranty or enforcing or protecting its fights under the Guaranty, in each case whether legal proceedings are commenced. Such fees and expenses shall be in addition to the Guaranteed Obligation and shall include, without limitation, costs and expenses of counsel, court fees, costs incurred in connection with pre-trial, trial and appellate level proceedings (including discovery and expert witnesses), costs incurred in post- ju dgment collection efforts or in any bankruptcy proceeding to the extent such costs relate to the Guarante d Obligations or the enforcement of this Guaranty. Amounts incurred by Village shall be immediately due and payable upon demand and shall bear interest at a rate of twelve percent(t2%)per annum from the date of disbursement until paid in full upon. Guarantor's obligations under this Section 3.02 shall survive the performance of the Guaranteed Obligation. Section 3.03 Cumulative Remedies. Guarantor acknowledges that, following an Event of Default, Village is entitled to exercise all rights and remedies at law or in equity as have been provided to Village under the Agreement and this Guaranty. All rights and remedies of Village are cumulative and may be exercised independently, concurrently or successively in Village's sole discretion and as often as occasion therefor shall arise. Village's delay or failure to exercise any remedy upon the occurrence of an Event of Default shall not be deemed a waiver of such right or remedy. No partial exercise by Village of any right or remedy will preclude further exercise thereof. Notice or demand given to Guarantor in any instance will not entitle Guarantor to notice or demand in similar or other circumstances nor constitute Village's waiver of its right to take any future action in any circumstance without notice or demand. Village shall not be deemed as a consequence of its delay or failure to act, or any forbearance granted, to have waived or be estopped from exercising any of its rights or remedies. 2 ARTICLE 4 MISCELLANEO(JS Section 4.01 C`ontinui LLun rGuqrant . This Guaranty shall in all respects be a continuing guaranty, remaining in full force and effect until all of Guarantor's obligations hereunder have been satisfied in full. Section 4.02 Successors and Assigns. All obligations under this Guaranty shall be binding upon Guarantor and Guarantor's legal representatives, successors and assigns. Section 4.03 Time of Essence. Time is of the essence of this Guaranty. Section 4.04 Definitions- C-lotions- Gender. Any capitalized term not defined herein but defined in the Agreement shall have the same meaning herein as such term has in the Agreement. With respect to any reference in this Guaranty to any defined term: (a) if such defined term refers to a Person, or a trust, corporation, partnership or other entity, then such term shall also mean all heirs, personal representatives, successors and assigns of such Person or entity; and (b) if such defined term refers to a document, instrument or agreement, then such term shall also include any replacement, extension or other modification thereof. Captions contained in this Guaranty in no way define, limit or extend the scope or intent of their respective provisions. Use of the masculine, feminine or neuter gender and of singular and plural shall not be given the effect of any exclusion or limitation herein. Section 4.05 Including Means without Limitation. The use in this Guaranty of the term "including", and related terms such as "include", shall in all cases mean "without limitation". Section 4.06 Notices. Except for any notice required under applicable law to be given in another manner, any notice that Village or Guarantor may desire or be required to give under this Guaranty to any other party hereto shall be in writing and shall be deemed to have been properly given, served and received (i) if delivered by messenger, when delivered, (ii) if deposited in the United States certified or registered mail, postage prepaid, return receipt requested, on the third business day after depositing in the mail,or(iii)if delivered by reputable overnight express carrier, freight prepaid, the next business day after delivery to such carrier, addressed to such party as follows: If to Guarantor: IMKD5 LLC c/o Kensington Development Group 700 Commerce Drive, Suite t30 Oak Brook, IL 60523 With a copy to: Seyfarth Shaw LLP 233 S. Wacker Drive, Suite 8000 Chicago, IL 60603 A TN: Jeffrey Jahns and Kevin Woolf j jahns((i)seyfarth.com 3 If to Village: Village of Buffalo Grove 50 Raupp Blvd. Buffalo Grove, IL 60089 ATTN: Village Manager With a copy to: Schain Banks 70 W. Madison Street, Suite 2300 Chicago, IL 60602 ATTN: Patrick T. Brankin Any party may change the address to which notices may be sent by notice to the other party or parties as provided herein. Section 4.07 Entire Agreement. This Guaranty and the Agreement constitute the entire agreement of Guarantor and Village and supersede any prior agreement with respect to the subject matter thereof. Section 4.08 No Modification withouLWritin This Guaranty may not be terminated or modified in any way nor can any right of Village or any obligation of Guarantor be waived or modified, except as provided in Section 4.14 below or by a writing signed by Village and such Guarantor. Section 4.09 Severability. Each provision of this Guaranty shall be interpreted so as to be effective and valid under applicable law, but if any provision of this Guaranty shall in any respect be ineffective or invalid under such law, such ineffectiveness or invalidity shall not affect the remainder of such provision or the remaining provisions of this Guaranty. Section 4.10 Cumulative. The obligations of Guarantor hereunder are in addition to any other obligations Guarantor may now or hereafter have to Village. All rights and remedies of Village and all obligations of Guarantor under this Guaranty are cumulative. In addition, Village shall have all rights and remedies available to Village in law or equity for the enforcement of this Guaranty. Section 4.11 'Effect of Village's_Delay or Action. No delay by Village in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Village of any right or remedy shall preclude any other exercise thereof or the exercise of any other right or remedy. No action of Village permitted hereunder shall in any way impair or otherwise affect any right of Village or obligation of Guarantor under this Guaranty. Section 4.12 Ciovernim4 Law. This Guaranty has been delivered at Buffalo Grove, Illinois, and shall be construed under and governed by the internal laws of the State of Illinois. Guarantor acknowledges that Village may be irreparably harmed if required to institute or defend any action in any jurisdiction other than the United States District Court for the Northern District of Illinois or Lake County, Illinois. Therefore, Guarantor irrevocably (a) agrees that any suit, action or other legal proceeding relating to this Guaranty may be brought only in the Circuit Court of Lake County or in the United States District Court for Northern District of Illinois, at Village's option; (b) consents to the jurisdiction of each such court in any such suit, action or proceeding; 4 (c)waives any objection which Guarantors may have to the laying of venue in any such suit, action or proceeding in either such court; and (d) agrees to join Village in any petition for removal to either such court. Section4.13 WAIVER OF JURY 'TRIAL,. GUARANTOR WAIVES 'THE RIGHT" 'TO ATRIAL, BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATEDTO, 'THE SUBJECT MATTER OF 'THIS GUARANTY. 'THIS WAIVER IS KNOWINGLY, INTENTIONAL J,Y, AND VOLUNTARI1,Y MADE BY GUARANTOR AND GUARAN'TOR ACKNOWL,EDGES THAT' NELTHER VI1,LAGE NOR ANY PERSON OR ENTITY ACTING ON BEHALT OF VI1,LAGE HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE 'THIS WAIVER OFTRIAL, BY JURY OR HASTAKIEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY IT'S EFFECT'. GUARANTOR FURTHER ACKNOWIEDGES THAT' CCU ARANTOR HAS BEEN REPRESENTED (OR HAS HAD THE OPPOR'TUNI'TYTO BE REPRESFNTED) IN THE SIGNING OFTHIS GUARANTY AND IN 'THE MAKING OF 'THIS WAIVER BY INDEPENDENT' LE GAL, COUNSEL, SELECTED OF GUARANTOR'S OWN FREE WIIJ, AND 'THAT' GUARANTOR HAS HAD 'THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL_ GUARANTOR FURTHER ACKNOWLEDGES 'THAT' GUARANTOR HAS READ AND UNDERSTANDS 'THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION. Section 4.14 Termination. This Guaranty and the Guaranteed Obligation shall automatically terminate and be void and of no force or effect upon the earliest to occur of(a) the date Village Manager delivers the Certificate of Substantial Completion.-Retail, and (ii) the termination of the Agreement. SIGNED AND DELIVERED as of the date first written above. GUARA NTOR: IMKD5 ITC, a Delaware limited liability company By: Name: Title: 6 ,",, 11, "I'll , " j -, -I ,,If,� I "' po " 1,"I'', I I I I "I """,�,"_ 1� I I I , ,� , I �,'_ ,s'A " I J�,',�I," �."!ssl�"'] , il 1� ��", 11 I , 01 W I,�111'lw I , 11,,,, 1 'I, I I OV I I 4" I ", 4.......� 1, ""I" 11 ,,,,,,,,, I "", "M I �,"I"" ss; I "s", I , I , 11s,1111 I �',, "", , I �, � �,"", I I �', � �', I I�� f I � , �,;1, � " 11 ," , I I I 11 " i, I� � I I Ogg 11 V" I , 11 11, � �11 �111" "- ,j ,� 11 11 11 11 I 111 I s,�'11 �11, �_ I I """ I �, , , I�' �� I �,��_11, J/d/11111111 , %jr/111 - �Z11� - 1; ", I I 'I-,, , i ,A ,', ,�!",,, I'll I "I'll "" , I "I ,,1_`///// //, s, 11 � " I I ,,;,�""",,::"I "I e 11 11// 1, , //,/,/ ""/,///,,,, 11 11 , - I"",e�"111�1�,',"_,':,�ei i,i/o/10 I",/I.....//.//,,,/// ,//_�� 11 , " '12 , I I ,,�2,,11,"",/M 01?11,� / / , /," .011YI/3 I I I I ,Iiij 11","""'1, ,"M f , I s"' I'll , 'Al #0 I ,1,11 ,,, sss,"',"'s"'I/,"� "/,///////I I", , I , I I I /,/1"s I 5_EU I ",. - ssf s� ;�""/,/,/,/",�,�,,",,,,,,,,,, . 0! I I/` 1� "// , �,," �"5''ls 1 -�,,��, 11/1 1, , "I'l 11 I : �1� , ,,/j I 1�,P,�,/ I 11 I , 1%"��`/" , I ,,,//' '',�,`� , I 'll � I � ' ' � // " I I I �'_'," I 11 ; ; ""' , ,'��s,/,� - �_ , ,/,/ 11"Iss's I� , �/ " i I,,,,s:ss", I _;;," ,,,,0 I/ " , I ,- 11 ' , � ,/// , I �, ,''I'll, 11, Wy/s,11"As; /) '��, 11/1, al ,/ I ", I I ,/ ,� , , �!01 " jj/j ,, , ',�',' ss� , 0 fic,e 11 ,7x//,,/,,s,' l� I I / , I "' - ,/ 11 0, " �' I "I'll, �_ /, � ��'-s';I� In-112"s",J) _"",// 11 I , ", //,/ � " 11 e, " I , � I so I ;� ' I , , s�...��, eeeeel / " I , I, s; 'I, six �s",_, I I "I ""' ' I ", " `/" 111// I I 11 101111 , , /,/ //`/2/ I , I 1, '111, ,/,/,s�� "'K/ , //////////"#",t q I � Y"'_ , - , � ,// "Mri, " _�,// _so " �, , �� /�,� � /�N I 11 � 11 14 - �111 �,�,�1"1:-,/,/"s,I �_ I A I 11111 11111 J11 J, , " 11 /. ...../I I 4 X///// ",","',', , I - I , 'ss'/,�s"_', I "I ff , ",� J� I ,/; " I I jIf V i " I / I I'll �, ",:,s,,,,,�/_:" , I ei �/,s',,,',,, I " , I I , , I I I ,,,, � /I I ......... "I'M ,I I 11" ��,/"/"", I'll, , - qj"'� _I , , ,',,',�k`� 'I � - �, I I ,'/ _1 "' I 511 , �, 1,, " ,�,/,V"��,�,, , " /v""'i 1, , , " � , j , //,-If ,"'s, ,,,, I ,/......," ,,"',, "s I �..... I I "�/"` �� I ,W'. "" ,,�/"",,,,�� ":3� 111s,11,10" 1 11 11�1 1, ,, 71; I , � I 11 I 111 I ,, I , /I " I "I I �11 I " ` I - I'll I ,/,I" , I fl , ,` :_I- '/ss , I e I" " - ,, , I'll,....... I I I'll I 0 ,11 � ,1,\ I I I 11/1 s�I' ,,� 1, I I /// ��11 s 1,/",//"/,ra 11 �, I �/, I , I , /�,�, 1A I 11 I " I, I , ffiff�, I I , , f i 11 I ,/,/ , , � -1 ,� I , /',',�/ I I :/, � I I ,/" , s 1, I I s ,_� v"" I / ,s/// " ; I , ,'I I , , , , , , ,1 """', " , - � 1// I - �,/` ,,�/ , /5 I I/ I 11 I I I 1, sss,�� //ss/� "",,"", I'll I'll I "", I I " ,, I I ,!"", ,/`,��,�� , ,,/ I , ;,s, ", � "' , " , 's'',V�", " ,,,,, , ", j "" � /"//'�`,,,']; K", f " /�" //// , P11,71,11/Is/ �. ;, // I 1; /01 I I 11// /1 /, I "f"�' � "'�',,,,�,,:/'�',�,�"/�,:��i�,"/�,11, �,�,, I 11 �, / son"111 I I— , I �:,,,�/�,"��i" �11,/11 " , � I , I I Is—"�� I'll, ,,,/ I I , , "I I ,Is, I,/ _/,//,sS��,11'/1111/A, ,/,/ � '�,,,""�;��;�"Il"�""I'll", /;I ss I ,'77, ,/ .� / , , ", / /1' "I :Q �/," � I ,/ � I" / /Am �1 ,I I I "'s , 11 ",; , ,� t4�,, /11 I/S I , ", "/��" I....11 ,,, '111 "I", 1'1`� /,// , � x I� /�' __11, �47, s;, - I � , 11 I 11 / ;/ "'X/17161 1"',/'111111'1s/ I'),, ,""',,",s�,,� I—' iss,"//", // 4b ,I 11? ,es, I is, "s, � 7 //4 I Is I� // / //1 /"Ill/ / ", " ///s: �, e "Ill x", /: " ;""I , I ss , , , "" 1// ", " , I I , _i / , 11 ,s", "I , "" G, ", -11 11 �'1111 11 ss � ""/ �, I /` ,////, I ", , , " I , "I I �`':, � /1, " , Iss //,,/// ,/ - ,/,,, qk, , " 11 -11 // , , I , Js I ,/, I �ss�_"",/... , ,,��,' ,// kj)p) , /// 111 " , ,,, ,/ , " '�,;�� /I 1; I I ,:"�`�,;T , I j�",// all //1 11 'I" , I //, , ,, ,, , J, s" ,,I 11'7',��t I 11 11 ,�/s_ , , I , , ps"', /,"""', " yrmpp"�, �/,�, ��,/��";/"� r, , , r I . "I'll 111 /1 I ", , I I I " 4 1 1 1 � 1; I , " , ,,,,, , � ,// � , I"' I , _/� 11 ",/ /, I I "I I I )/� )) P 111111 "',", ,,, �... ... .. I � s, I I ", ,, X'i;� 1, ", , '' ", 'j," "ad , A �r/" �,,, � , 1`s� 11, i " � 11 ,�"",/�, , - I , "' � 1 I/xIll N/, ,�,,, , , I WIN - "I �_/11 11 , ,,� , '', "'e,1� "I's, �, � , ��7-i,t�,--//� z 1�', ,/...�, �' `,�s�`,,, " /","", '" ,/ ',,�s�",",:", ,/ 11 , "Ill , " s, '': " I � , ,s', I I ;,11 /,) f�,, 's" , � , , ,,,,,,' ,,,,, , " "s �, �>//I"',ef 1,j I I , A W , "I"I'll"',s�, ,�,,,_ I I/ , , :2 , s \"', / ,:�,`/� '' , , ,� s �, "I, , N, 1/1"I" '' I , I I" , , , , , I ,'�:Nl ", ,�,� �'_' , :�",/:,�//, ",�)",�s', I I "'s'S ,') ;,/, , " ", ��""�,,,��,,,,,,,�,/""""",,�,/",;�, , ,,,, / / , "' ", I'll I I, ,,,,, "� I I , , '' , " I Is, I 11 �1, I" "'A", I,- � / " "�"" ,,,�', �,,_�" ,:,��_'/,/ ,�,"�` I I " " " , 11 ,1 '13, """', ,"', /, �/, ,;I sv.....;, , 1, " ,; I " -se", 11, I I ss/s� '�,",""I "I'll" /,/"/",",, / I ` '//" / '? I" -,- ,:" ,ss,�', ",",,�, �,s, �,,,,��"/,/""�/",/"�""":,�"////,�,,��""", //s ,/,/ , /""/ -1, "I" ' ' "',"�,�...�,,,","/ , I I,/,/'t'//111'11'1"s,/'11 / ��,` , I �"I/,1'/ _� , E, , , I 1/� I I / �__ 5,� _ ", , `�, _ , /;/,/,s,, ,:�' , / ,� , , , - "I I ,/11 ',�', , I I 11 ,, s/ 11, �,�� I ,,,,,�F,'' 11/1 �` , " �,� ,��,�/" / I , , , :, '11//111'�` 4 ,:��"",,`/,s;/�/"�"�,, .M "I ,�,'��,,,',,�,�s 11 11 " / ,, ''�,��, I "I _��. " "��), �� ,� /1/11'�, " ,�� ,/// 11�,`// ","/s��,,''�,s,��,�l �� , ,��,�� , , ,/",,/"/I'/',';,"/,,`/;:,//s:,,,," """ ,/ 'I" : ''� Z'11, -l", 'I, // " , �, ,', s, , , �", 1, ," , ' / , """ ...... I " , , " /, ,�,s, 's s, " i, `,,,,s"/�,/,'K ,,,, k" , ,", 1, , "I"'ll `��, 's�/ s';�"','�s;,I�,�,,, " , ", /��,J!/""� "`s',ss, ", s,��;s;,,"", '' I � e ,/111/ `�I ss"I ... � " , � ',,/,�;� ,, , I �, 11, / � "I I�� , " , , ,/ "" "I",";I "s ",:/ `s�,,,��,�s/�,,1`1'1"'11�111 , A/, �,,��/",�',,' __ /I / "" "I " / ,,, I � , I I ,"/ I I , , , ,, , " I I ,//, " ,� � 11 1, �� /"",/''�"/",/,:�,"/�,��,�, ,//�', 1, "I ,� "" ' ', �', I ,/,::" ,��,�,�,,,��,,,,,'�,",,",/"",;"//"", I/ " ,�11 Or, ,,11, " " - ,,, ,;"%,__�,,"i I fl,"l, "", �1/1 I'll" , , ,I �,,�- " ,:s�' ay. ,,,,, / s, , ,�,`�,,�",-'s�, , I 1/141 , , I'll , , ,'11�,:1,,_,,,1: /"",ss �,,�,s""', ,s/�,, , ,::,;, '", , " /Flow",1) - , ",/ ,, _ e , I 'A ,,,,/,,/ ,�, :,; " " ;" '�"'", 1 " ...... /I, W 1�11'1� 'I";,",��11,"�,`,/�, I 1/', �,111 "I'll I I I ( � � ,I... � /', "',/�,`...s,'�, I /// "I I �;," �,, "',"',,�p�,__ 1,;K ,", " I 11 " ,"'" s,I //, ;� ,1, "e "'," �"I "I "/////// -/"/,,�,,, , ", r " , , "'41 r / /,,, ,,,, " � /// ...... , ,,," , , / I I I I Is � // ..../// " ") :,,%, ");,", ,;/""�:",/",/�",/"/"",�""",�,s I " , /,, - - " , , "Is ,//" ,Is / , ,,, / /, " - "� 11 I // " 11 F, %,/"�s,, ,� "/,/�,, _�_ ","'" '; , , -,�e�7,- ', I , 1 � 11 11; 1� "Y' 11 ,,,,�;s - I I I , , " " " J " "I "I ;�, : I , I/ I ,�,Asl -s'" �,'' '/,",,,,� �`//,":,"' ,/1' ,�', I �11'12 11 - ss� e, , - / I'll I::'sl , , ,/ /� " /, �, "s "";s;,/,� , "I 11 ",,� "I'll,'I/,/I") f I I I J� s "",I lis "/,/, ',� " s, ssse 1,,,� I'll "I 11 /I 's, , , j � , 11 , I A",_,, , �, s �, ,,,`��`,�,,,',',��---- , " I'' " � 11 s / - "', " � I 11 i ", __ " I � k�,;sss',/��,,�',!�' /� ss,ss"';"`/"""'/1', " , �, 11 e,''//� , ,/,?11/111/s'/1 1� , �e I,I ,�,,�,,ss 01, 's","';e�,", � i,/,///,/_ ,//, '1/11;� , ,/�'�111 "/,�... , ,�,� , � ,, ,,�...�is,,�','� I 11 's, , "P I I'll �//, ,,�`,,/��,, I 0"', � f�, " �'j /l/l/h/. 11", I '�; �, ?I ,/ ,I 1�1// """""") � , ") s I � 11 �!,_/J , , 11" I I , " / lwlp�rl,vlll., .... I I ","'I'll I / �,� I I /,, / � "�,/ IN I "', //�""�'��"i")) ,olism, I" - -- � _":,111,11 I'll/ " I " "I'll", I— 1//1 � �, - ..----- I ,�s� , " 1 I 11 's, ,/""",/1 /llm,01; -7 I I � s',/"" ,", 11 , , , ,,, "I'll �, z,/s ;," �,,, , " I �11,� , I " , s�,I ""' , ,1� , 11 I , " I ,/;// �, /,/,//, ,/_ I ,, , ,� 11 11 11, I/11 I , /,\ 4s , I / , �,s,�/� ,,, )", - "" 777T , "I , 1�1 , , , , �, s ,,, `" , ,,,,,, 1// P lsll�s'�,/ 1�1,� ,�,:,,""s��,, __ I I ",, � '' I , 's, ,s,/"//// ,/�, jj�, , , ) " " , , I 11 s'/' �11111?,,�,,��,'!",s "'I'ss""'' 1/1111,/"',�,"';,-, �,, ,"; , I � I , ,e/ " ,�" �;/'// �,��, � , ,11 I , /I, I � , '�,` , :�,�,,",,, , ;, , x I 11 I",'I" s_� "e,�/ " ,�, ;1//,;,,"I 11"/, -"�11111",I I'� / �,, ; '111�11� /111- "I , " ��/_11 V s,W ///// /"s/11, ��"//"_`,",, " " "" "�"s f,"/ I ,,?//�',"�:` /�L " ,,,, /,/ " /; ., , ��/ - , I ef, I, I/ ', , I " , �,l�,,�,7"1�,,�--""--l'-�-�-,,,,,,,-�- / I I s,"�/�,',��,,",�, , �/ " , 11 / 1� I', I "', 11_11�lxl ;,� � s,/,,'//,/ ",� ",,/',�"";,�,"/,"',,,;�5s� , "`�s, ""' , , I " "',"', /, I ", /1, , ";/, , s,"/g / , , ,"I , , ,) ,�` ,/,`�, 11� " I ,/�, ,/" ��'_ " " /,/z//�',,,,,�,� "", " �, , " v//"///,/"I "I / � _","e, / ��""",/,�',,'�",/��,/��""","�""/,�/,/,��;,/",/"f,"�,/, _ r ,i,',s,/,`,`,/",g"" ",//"is " , ,;�//,�"//,�",s,, I_ " 11) , I I I ,,,,,, " I i" '/' , , , ,/ Walgredbs` ��',",�/��,,,,,,;,,/�,/,/,��",/,��, ,/ ,/, , ,� , ; , / , /�,s I . " � /, , / /',,,� �, _ss, , i,�_� ,,.� / '' I", �,,, �i � I'll , ",,,,;�,] r! fi �,,,,'�,�"",/"///"��"/"'',�/,�"',,"',,,",,,�,/":��":/� /OsA� ,/ ,e ,"' , , ," " , _ ,"' , " -,-, " "" I 1/111, ", s,,/` ?�`" , , 1, X /, " `�/` ,�, '' , ,s', , "/,37707, I /, " ,"'�, I lssllll//�11'11 0 " 1166 ,:,�:,::�,A / �, 111111-1111; I _."s ��.,,��,/ 4,, ,/',' I I/ I�,�, `Is I s ""I , 11 I A , r�I I'll "I ,__ / ,,,,, ,,'' ,":,f"';, ,',/��/`�','/",�,' "" " I , , ,,e�,// , 11 i/1"', , "I III, , ;" 11, ;'s, s" "', s�`e " �f W I__ "I �", " � ,,,, I s,/,,"'s",, ,�,s� ," " I ,//, I ,� �11; '111121,11'' ") "r- , , ,/",/ ,,, � ,' I I "�-I ,�......�,, ''s, I �ss/`, M I ;s I1 � I , I (I,- / " '', I I , I �" I �', , ��,",,,�,/ "I/��/ , " �,�,,', �" f .101) I I 1 ......�, F/M I : ... �', , -/ I , ''I I , ,"'r ,�/s//�,""s"I":',"s",;/s ,1/111,11s,", / � ls'�/,W/� 11 , I I I ; , , ` '' e "I 11 I , ,/ _,4's- ," I , I 11,11, " ,,, is""', I ;"s/I,,,,_ ,I/, ,/� &/";ss,�"e slss/,�/"/ IN,a I, 1, ,/',',s� "/,//''/ , ,,,,,, I "I ,� ,:,� `�"',/��,�,/,"";" I "I ��1'I "I " / ,_� "//,s,, I , ,!,,,,",,s'_//,"s/ s,-11" I , � , ':,, , " �',','�"` ,�_ �, I 11 "I,,,', '/, e " , ;, " , ",/,,,,,,',,,,,�,,��;" �, , " ;_ , ::,//1,,�"//",//,/,:, ,,,,� ),ss�;""_ "I , ,,,,, , ; ...��,',, ,,,, 1/1, , " "' 11,x I'll'," ; ""'; , I ,,, I � I ,," ,, s', , ", I,-","I"�,�',',',' , �, "; I I ", "", ,�,,',`, , , � / ,� � , 11/1 I'll, -,fg 1 //,, �, �',,,,,11 � "s"" , , , ,"K", ,�,�_,; , ,�,�1, , , , , � � � "I I , " '4�"",/',,',", ,,, I s, _j " , " ,"''�, ,,,,, I '1'1'1;Z1'1'111T' I " 11 I '� / ,ssv,,,"",� � ; :,//" Nag,' �11` ",I ,/ N��l/l/l/o?��ii�� I , _s/,s/;"/1'�11 � , " """�,,',,,"/"""",/",""","","",/""/""', ,,,,,,,"/,/" " , '' ;/, I'll 1�� : ,� I I " , , " , " , ; � � 11 "I , - ,�/"�,�',//, "", ", , , 11 ,,,,,,,/�,�,,,- �,I,11 , � 11 , , / '�,��11`k I/ :""',ls,s� �s,�,,,, " //, � " /`;,,,/�,�,,, ,,,,,, J 111111��11 ' s_ ,,, I I ''I", � /s/I "_ ,,:' -"s, / ;� "e's I " ",/111 /1, i"I/11 " ,:�', �/, " , , ", , / "/ �11 " I �/�_, I I ,,,,, ,/I 11 1'/ ;��s;�,,,,,,, ,;,, "s, � 1.1111 I , ,,,,, x's,�, , " � / ,� ':........ s",1�1, 11,':s",;/"'_;", , , :,� 11 ,/, ' " ' , , , I ;1 ,/ ,/I ", , , , - / ,/ "";,� ,,, " '111'�/ , " ss, - '' " " �V:/,;,:/"�"' s/ ", ,,, , /',�,",/'��/ ',,,,,,,// , "'s , " �.......s '',�"'� � :',',�,�'' /�',"sss I I I'll, I �1� �, `/ , ,, , ,/�" " ,s,1'e'l,"" , / � ,�,,,/s,,�,,�',,, ��.� � s,/"�"' �'"",/,// "�, /,/"�,, ",/",/,""/,"",,,,,,,,,",/"/"?/"""��,,,, , :,�,,,i:"',",",�,�,,, , :" , / / - ,� , " ;� , "' � " , i,�R&"',�s,I", , ,///;i, , , ,/ , �,��_I ,:, s ; / , 11�,, I , �,",��, ,//"//`s' ,,// " , � _ , , , ", /////� A:""""'11,11"', ,,/////�,,'�s/, - I " ,/ �� / / I/ " ," ,_�� // _/ "�", , , ,,, ��, I`; _:,;........ s f s/",,�11 1� / I ,`;"/��,,,�'�, ,�/ , " , ,�,, / ... �11/ ,s/I 1,�"� ," I ,s� s ,s��/:,; ,,;, �/ " " , / 11 , 11 , ////// I `,s I s,�,,�,`s,�" s , �',/,"""s, I I fl�1'11�"`� , ,�,("/,�,,,,,ss,s's,: , ,,,- 1, /:, 1w;,s,`� ,� s,,�, "I, / I e'l I 11, I // , ,��, "',,',sl��,//,�,�/"'Ifse,;,�,,,,/��,' � ,�", I, I , I " I , ,,, ,/'� , : " I'll , I I" � I .1 r, "I'll,I'll, 11 I 1;1's,1;111 I' I �,2""�,, ", �s�"',"�s,�, ,,"",/;",�,,,, ,��,�,:/,", ',,'�, I ss��,/�, � /� , , " , , I, , I "I 11 I � 1 I I- �- I 11 j,,�,s_"��,�'A 's fl�":I" ,,,��/,,�, , s, �_,,, s"', , , "/"/ ,,,',�" ',1�,' "I "I ", 1, , s, , ", , , 11 ,I, , " ", " I /"':',"'�', ,I ,��, , "�I �;1'11i�l ��,/sse;/",/,�,',,, ,,, , "',/",/," 4 , , ,,, , , I�""I I ",I:"',��,,' " I ///;/",/,�',,,, ,,, 5 ,,,e,, ,,,,, , , , " I , , ,, " , ,,�,�, ," ,":" �,,,, �� , s" ,, I I I - I/I fs,,;,/ ",��;, I,, � �,�� , ',,,,�/,s,",�',,/"",�, 1, �" ,("� , , , " I I'll I'll, "I I I � ,,,,,� , ,, ,,�,;��, , ,, ��"; ",/,, I �,,, ,�,� �,,�� I "11 s/ , �,"' ,Vs�, "/;,",,�,,��,�:" ,,, ,," �""" ,/,, I I ,/ I I I ", ", I,��'111',/",/ " � "/"/"�,�,/""""��:�,/""�::""/", � 1,�_/'1,1/1, "I' I", Re5. " , , , , ," , "/,// 1 , , � ,:�// " ts"��,, �,"']_:X/l// I I ", I � I I I I", , ,,,, I ,, , ,� ,� I , _�"/, 11 --'If � , 1�, " " 1, s// 's' "'" , , � " 1�', "', v< , , " I ,/i �:/,,�,'�,/ ;�� : kr , , , " 7x/." ��s,;,, �`/:, ,"/,,� I",""",/"","",/""",/""","","",,,,,,,",//""",",/�,/,//�,,�,,""�",/",//""","/","",/,,/�� , ..... I 11 ,��"", ,/ ,',,,,',, 11 , / / / " gg , �, e , 1, � '' / , , /"",",/�,,',�"",:��,�,/""/,//)/""","'',":, I I , ,,,�,` _ ,/ ",;/,",/ 11 I I'll, I , I a ,/ ly/11 , , ,, I I � , �� I ;Z, _'/_ , ,1, "? I I 11.11.11, "I I I _/� s ", // "", , ,I ,//s�/," 1/"1s1/,:,11,� , W"""", ,,�� ,", " I ,,� ,/ �,�� ,,�� '' ,,�� '' ,,�� ": t I I I � , , - �,�� ,�� , , ,,��,": " ,,, "' � R ,` ",/,� �,, ,/''?,,',� _ I ,/' ' I , );, '' 11" .....��........ I ", , ":.... , " �, " ///" , _" tauran Retail Space, ' , ,'' s� F111 a, ,�/" es ' I , r "I' , ,� ,�, W, I / ,_ , , W/" , 'A I -- I ""'' ,/ ,� ,�, _� I , 1 v I , �',,s�l ," , 1//1'"s,1�, j s:: '111'.,e) ,jjj I I I , , , ,�_, " f I, ,,�, ....� I", , I I I I �,,��*s`,',l", "/,"" ;,",,, ,/ I 111111 I Rotaif Space Lobby I 1, I 11 "s's " " ,,,," / " " , , I , � "' """ �� , ", 1,11 I 's'��, "', '/�,j ",,s"'�,,�,/,� 1, , I ,, ,, I , � , / /V I I I I � I ...s�, -_,%1/1 1/1 "I , , " " " "',,"�, " ,��...� - //,Is "/�,/ ",""""", "', ...I 11 Nqk� " /I I "'' '//1'11;!'1s"11/,� `,esse,s,""I"'11,-'I"I'll,�I f,, " �,, , - /........ I �,, s, I ,""", / , , I I " , ,/1,,s, 's ,� ; I ,,,/ , I "'r , " " _ ", I ", ,W' ', ,,�,� " , ,"J"T' ,"1,,"',""; ,sr" �� ,, " ,,, ",,`�f"",�,so,,�s' ,s, / , "" !7 11 I"I ,,I I'll 1;', /",,, � , I / Space sl I "I" �, , , I -I-�',�'1,1111:",", 11 I 1,1/,!, �ss�s'l , , " , �,_ , 1s;__ , ,,,, , , ' : , , "I ,/ I"�,/`�1/'�,,, " ,1� /P/l/ � � '/ "'I"." ,',", � � I e ,Is,/I ,'III �� /� ,' '/, 0"ll I M ,, I I , � , " "� , I/""'s, , ,, �1'1 ' ' I - ��"",-/"/",�,��,��/�"7,!�""///""":",� , ,,sss 0, ,0, , I , '77"" oss/,�/, ,/ � "/,//,/ , ,,, , , , , ,/ (,� , 110 1, "Worm ,/ 's"', 'A "" � 11/1 " , �,I/ 'I""I", "I 1'�',,�', ,��', /, , ,,, �",,��s/, , I '' I�1� I "Is ", I "s", "1,, """ ", I ,� s11 " ,I,"" I " A,,,"��,',;"" , 1,1�_'1� ,/ , I I 1// , , I , , , � 11 I'll I 11 - ... I I ,:"s"/,- �, ��"/,//,/,�,�:�`,/"� , I �,`,�,:��" �",:,,:';'j,'s,,�,',',,,' �' // , ` `1� � 1 Mono"""""" I I,;`Z�,"',/ 77777 , I"I I ;�, "I I''I I 11 , " , __ I I I //�, ""I"""""" _-:, , "ss "' "', "7111 ___,/ � I/ 77 ,;�� j , s'' I 11'' I / , ,,,/, I I , I , , ' 77" �,�sss��,'_,s'� 1,� , ' 'I '' I '' "" I I , "."75- " / "", s11 , ,,',� I , "", I ''I 11_ , "", 11171;�7,,,� / ,,,,,,�",/,,/:",/,/,s,, , , __ , I" I I "'/ - P ,,/,',, I , , ,//,/, 11 , � �_777777 ,/,"" , `,:",",s':,,"', 11 I 11"I I I I , � �/ ,""", , , ,, , "I ,,,," ... - I I I I I'll, , , , , , ,,;,,�,1,"ss, , I ," -- I , :;"�,�/:,,,��` �`e,,,��,�,s,�,"/,�, 'I","/ ,,/ ,/" , "s"",, ,,, f,, � pr �ya, ,��:/' / ,,_ �i "� , ,,,,/"/'s","'ss', ,,", /: ",:",",,, ,,,'�:I: �...�/, , , , I 41,gg . , , I ) /, ,,,,," "",s I I,11 "I I ,I :�,/ �" , ��........�, ,,,,,,, , � I, .11 4 ') " , , , ,, �,,,� "s", I ,, I I , �,11, ,,,,, I'll ... , , /I I 11 "I I / �Q_ /",//ss ...... -cof-�y, ,�,",/_"�"'s"11h,''.1, "",;"',/,'�, �",,, ,/,�,,_,",&_�; " '': I , I'll 11" I� I,I �/,, ", , " ,,;,�,/ , , le", ,� I 11�I I "' , "I 11 11"I ,, , , I I - , I s"/ ....I ,,,, / ��" ........ ,,, ,,,,,,�� , J111 I I " " , " ,777777�/ s�, i _�:/",/,�,::_� 11, ,�, //"_1A,/'_' s__,,, � L /�,,�',,�'�/�,:ss', ;,", "11/, , �s; ," 0 ,,, - ,,�s' 11 , ,,, I� " "0 1111 ;', // ;�"';; ,,, I ,�_ ";`;"/ ';"'�,�"/, ... , 11 ,�:s / ,// , 11 � - 1,,,,;, 11 ,, , ,", �, " ,�,� ,,/" �s, '' I , ,se/ , I s, " '' _""", , I 1, s,',,,,��ss,' ,/,;,��"'�,�', , ", , /, I'll I , / s,� 11 , 1 , "�""I"""I"I"��,,��li�l�,�, ss,,_/,s,/ '�,11� I�,�,,,, �, ,; , , , _,1,I,I�;`I!/""�J""`, 11 I �� I I I � 11 , /11"'I"I",11""'I"/'111'1'111//'111;'11s!� , , , /,� I I , , I , I/ �� 1, / , / I " -1, I Is", 11 11 ;;'s:,"/, �,, J ""�,,"" ", '' ,� ,", I ,'�,,'�", ',/O......�,`/, '� __ ,; 11�,,�-�s,�,,^', " / '' "I, , ,� , " , - "' , , ,",,`�`",/,s'",,/"", )11 x111 1/1 I I" ",//, �: 11's 1 "'I I '1,4f"",:: , �," ,,,, ',,`� "',, ", �',',';,'�,, ,/ I Is;,, 1�� _ I " /, // I*- - " I I , ,; ",/", ,,, " ' ' / / I - ), I'll, ,� 's I 'll,, I , ,//::� ,,,, _, "m , " "I " ,-, "' --, " ��,�',,!� s', ,/,,/",` ,",," 'I" , ';,///,� _� /"", ,�,1�1, I I /, ,,, '' �:��/1, ,�[� I ,__', , ,, �;-z'"';-Z Di""', " ," , ",;,/ I �_,,��,s, ", '':, " , , ,/;,/"s , " _ - g , , I I/ "'"'""", ' ', / I ,,, , 1 , , , ,�_ , , ' ', ,,_� -1 , .... .. ,/ - ks__"11�,/,///,/��, '' , ��r// / ,s /,' , , �'/s"/ ,�' ,�,s,/ :, // , "I -1 - - �Aj `?&s; I 11 `1 ,,,��,""///",/""�/:""",,�/,/,/"","",/"",,,/",; , "s",',s, " / /11'�, `/'�,�,� ,/��,/s`,-,s 1""'f""s�) , ,�� "I, I Is"I'll,''t I I _I , , s I , I // 1 7"�"/,�,j�,""�,, - , ,�" /,,' / , I I . s�� ,` " " - , � -, -, ,,,, , /, , �', �11 11� �, �:so ,"'),,,, ,/ - "", "' �" , ," ,�, ,; , _ ", __', 0, �\ ,,,,,,,"s��11,;,�sf,ll"�,, 11,/ I , _� , , ,� I'll ,":",�""If�,Is'll� I "1�_ " ,, , I,,, -, .. .....n... , , ,�sele'11;�s, ,�,, 1, , 1,; :",�:_ , ,�/"'/,:ss,1""`,� ,"I 1;�,/,/� ,`1 ,�;',?/�; I I _/ rr�'I,� "; ,�/....../'"/ `/",s,"',...sl�/;,�e'11;�, 1��/_,s I I'I', I I /', I '��,/"�""//"",/,�/,/�,'�//"""�,,�� , I """ ; " , ,,,, ,"!!�,7--,,,:, 11) I �ss',` - -",,�'s`,/,/ � , "" "' s `,�:s�7,1"1,11:,rs`l / 11�1 co ,�`,/,:�, ,, , � :,��,�"t////ss`!/� /�,,� /,s ,1111 , �, �, �7�7�,77777777�,, ,/1?"1, ,, 1,2 �Isl , ,,, ,,",�,:" �,x/";s",",�///,/,", ,�,:,,,,�,11/�:��l"/,��/11",�,,�/:, - , I� * "�`';,�,,, ,s, /, , " , ,/ �_s', , I � ,,,�/,�,,_f""::/"/,�,,'�///", / ",;"',i�/; `,'� , I�,//�,� I " I 11 ,,, " , "" , , � " " , , �, e , , " I I � 11 , , /,/��,/�,;�,,,,,,,,,," �... "", "_�� 11, , - "�i", I,/ I I - ;, '' ,,, ,s , """"',�"/"'//":'/,"_,/",1,/ ,/, ,s`,"�, 'I',�,/ I,,, � I 1:��,g, � , - , , I " �/�', ��I k ,/ �",/"�,;"/",/,�,�",�,/",�,,,'�"/"/""�",/�""",""�/�,�,,�,�,,,,,,/"�', ", , " /�e�,�,s,,,,,s,,��;,fs,',',,//,", �,',',"� :/, "�, , � " � �' I , 11 I "i,,"��,i/ " s',�",��,)� ��,:,�/""","//�//""/�",/",�,�,'��;,�;"'A""s,�� 1,��,�,,�"/"",�""","","",�,�,,'��!/,�'; , I 11 , '' " ... , __ ), , , , '�"' , � " , � I e s,s', ,,, I , / ""I I "I ,��/!, " ""�s/ ,/�,5�/,�,sss,:,',� ,//,/ " , " , /, /" "' , I "" I ,�'", , I 11:1�,:�',:"",�/",/,:'/,s'�,'�"";', ,:;,/, '' I Ile '/ - � �- "" ", , , _ ',/',"I' ll I'll � ,',�,"��', , " eps ,,,,, , s", �, ,//, :��gk""/,;",",,, ,// 1�1"I"I , , "; , - ,o,� , I s "I I I I I ,�,''s,/,�!s/":f " " , I I "��,;;�/�,',_ I I , �/, " " , "I'll' , " 1�,I , , , , s",/ d?`�/':_,2,,,,, I "I "I'll , , ": , s, / , 11 - 11,1- � :," I �', I I I -, " , I , ,, ,� I I _ If-V11 ��,,I 11 1/1's, - -;,,, """') ...... �',;i,, ;�� ,�'1/(/,// /,/�,'� (" � ,,, �, - __ :, -�7 "Ill' , ��/","�,�,/ ��, '/ I�,';;s,f,,�`sl""""", , ,s, ": �11111111 11 I',,, � , , // \ ,;�__ _'_,�,e� ��`/,"',�",,,,�/ ,, s, , ,�, / ,/,/, /,:"",� , "- _ 11 I I , ,,� �1, ,s__s� ""," �,�',,,e� n ', , _'� ,//s1/A ,/ " "'s"', "Ill ", '"', '�'�:,,',�",,`,,'V�� I" " "o, "","', ':�_�, ", ,,�,�J� /////, "/�,/,,""",/ , ;, ,,,,, ,,, � , ,---___ /! � I ,,�1)11 "///"///,// 46 Vls;,��I_�"_Ps;"�/"',/, , I �I's,- 6 " "Is", " I" 1, I ; I'' _vsslll,�11 I 7!s,�,',`,/,, ,,,, / "// � " ,,,,�'Ir",)17//,�// " I /, Z,/e '' ,, - , " , ....fl , ___ ,,,, , I ss� I 11 "I"" �,, " , ,�" 0 ,- , , ", " ", I , - /�s/%� "Ill,111,; I , "I s,s��/, - I ,,// , _, / ,v,, ,;5 / IN, I :",/,(,;� ,,�,,�, ,,_� ,,, ",'�,,',,/,/'�"",,",,,,�,',, , _,��,/ ", I 6/11� I �"/,/,.,�", ,,/, ,:, ,;� � _L11 , 57111"I", ,I , I ...... /s/1 " , /I "'' '' ,,-,""' ... , , , ...,;',x 1� I I�, - 11 " , I,,/,'s":s, ", , "' ," �,,, ;""/ / ,�%� � , �,"I'll,11�/,/;/,/"... I I I` ''I �,�,�/,;/ - " ///' � /_,;"';ss,'� , , �� "_ b ,"�r ,/11 �,�, � 11,1111111 I 111 11 1-111/111 11 I 11 ��111",� ",�/,//::, s,/';',� 111?/ -1 ,",,',�, , _',__ j"Iff/ , I , �, ,""s'"A ` ,,,,,,, ""/////////////,////�,/,/////�,/,�",/ F, ,�1- ') , ,,,, " , , , , "' I I se I "` , ,'), � 1 /� I ,` ,/ ,",,��',/,/ ` "'I'll...11111"I"I"; I , ,1':�, ""' � , �� "'os,"�', "" I I , I / * '�"" I ,I e,//"111 I/ "'s,"",""/ ,/"/t�/,�,, , /I s/111 I ,,,,, ,?, "g;�,%'11 �....... /// // ,/ ,,�/,,,,�,�/""/""/,�,'��://"�,�""//', , """, "'I''I., , ,/ :,:,, , ,,,, //�"�///,,,s,,1111,141� -_ , I/ , 11 / I, " /, " '' , "I' , " , i,/s , , / 1/� /I/ / , , " , 1'1/ '' " 's's, 111�1 _771 // 7//� /��/,/�� /" "//s",/ /. / ,�� ""�,,,, - , " �/, //,�ss I , , "** - ��I 1/ss� "",/",/,::/""","�,�/�/;"��,�",/,��,/, " ,"I" �s;/e�, ,,, ",i V / � ,/""�,,i , , / ,// , , / * / / "// /1,111 , "", ", _/, , " , ,,�, ,;, --�:, - / , 'O A " ,_" , I , 9 ,� I �IMIIIXMIIV ,/,/,/ 111151,s� r',ss� 1;ss"I"', ,, ,, - " 1, �, ,� �,�,/;/"/;/,",',� ,' I%_ � ,,,�,O, ��z / " , , , / ,, , - -, , / , �, �, --'\,, "Ill' I 1�///, s,4, , / , 111� 11 __ 111 , ,,, " " , , , ,/,/, ,,;�',' ,/:�`,/; I/ I ____ - 1,111111s,�11111s"`11 /// ," , , / 11�; I 11 I , ,�, /" " "";, -��, ,,, , // /:ssss, ,; - .............. , " ""' " , " , ",/ ,' 'Ill I , '//' , -,, I" , -- / /////,/ ,/ , , _ , �, ,, , ////",k,',/ I - "" ,'',/ ", ""',�_ 's,, ,, , �, / / ' ' '"' , , '' " , "'o/s// I _ I "' , , , " ",� ,;��s'�s'�� ,'I, "", , ", ,1111�. _,, _/ / , 11, ", , , , , // , ,/,/," 11 I 11 " - Z �s,",/ 11� - .-, , " 11- I/ ss� /// "_'_ , ,- , , , """'s, , , 'I,/ " " /..... I // , s" �!,-7s 1,:_ "/,/"/_'_,///:/, I :s,,s,�',,,/,','�,'1/' "/��,,�:"�/,/As/:, X , , , �_ , ,"/",/'s",�;�:`� -, I , ", ,:, __ - 11......//��_ "`�� ,11111111 , / I , I " ......."7-,' , � ,sl I ...... ,/// ,,,,,,11 I'll I ...;�/ , ��',jss�,,,,/�s,",, '�/�111, �,:`�,",", , ,/�_s, -�'7-,'��//// ...... , wl� 11 / "" ,�, ","/ ", ,, , ,, ",_',""",- ,- "," , ;� ", ,, ",- �/ �,/",,,,"'," 11,e/�," ,,,,,"',�","', I " ", , , " ,"" ,,,,,s� , , " �/:///,s;",,�s ",/'s,,,,,, - 1 ,,�4 ,//,/,/�/,�... ,,s/I , / , , ," " I I I I 1;,", - ��,,, " I", 1""Is"',i,I I/ - I _ I ,Is I I 'I 1�;11 �','��",/, s's""', ,,,�', ,�,;,// ,,,'s�/� , I �,,�,',' ",s, '�s'�s�, I 11 " ,""/... . .....""`,/,:,/,//i /"", I I /11 11_,s_;, , ,�,�/,/,/ " I , ill """I I�11 I -- _ , � ... /1-sl 111�� I _�,",/ //"�""//',ssss,", ,,��,�,,_ , " , ,_/ ,��"Z,�,,,�� "', �- 1�, 111- ��7-- 1 ,---7 ",,is////////// � - // , '� �`,/ 1 , 1; ,/s � , , " ",/"',s�"/"`� � a , ,"", ___t::,7�,F"',s//"' �I ''/ ,;, I, " ,:�,,,�,/,s,s�;;, _,;�,,,:,, , ";`/ �"�,/�/,///�"/,�,�,�)/ " -1-11,_ _�,_��, 11 , /// , /,,��/!` , ,� "I I "I 11/1 11/1,s�",',e;Is/,"; , I I� � ", """, ,, , ��,�, I , � I I I 1 14 00/1"'/I ,111 I ,/// ", , I/ " ,�:,, : ", , " ,�,�" - 1`1`1// I 11 ......��,"/z",,:"�,',,s/,/,,�� -," ",�� "',��/��`,',�,," , ,,,�,;s, -----�', �' ,/ , "' `�� ,/ " , , , ��,,,, , "I / ;'s," , " ",_"�, ,`1�/o /// /A ://,////////...... 11 I /_',� I I,,,,, , " �, \ , � , ,s� I /?",/"";,/,//.,-//�"J, Ok", I,/,/,,,//"///`:` 11 - ''I " 111s,", , '_ , , "I, s" ,:_"'/� , ,�/// , '111111�;///,....... ",/" I-I , I /"`��,,,�, �,,�:"/,/�",/",!,�,�"",//"",�,�,,,,,,�,,�//""�""",/�,�//",,,�::,,"/,�/, , li /11/" ", "I'll"/ .... ,,, ,, s/", I ,:";"/,��,,�, 1/1 , , //- __//11, "; '' ,/ ....... " , s,,/,�, /�� s� //,/�?;]s'/"",,,�,��.'""',"�,,��/:",/�/�:,, , % I,-- "'"',"i:��_��77 ; 11"I 11 '' ,/ ", 'I ...s,�,:',/,', I _", �""","�,/��,/�,�/",�"""/;/,/",�",/"�:, , , �,s�,s,7 "',",/", �21�,,/ /// s��s,�',',,,11 I _I , , I'll'I,11�,,�/ � ',/''�sl�`_ 11 // -, ,,,1111�/,__ "I "' '/'/=/, ,�/ � ", `�''/" "t," , �,,/"; ,,, I�� "" , ", " , , , s? '. " , 7, 1� ",/,: _-, /, ,`///�, , , �, , , 1,'� I ",,� , , /// ,,,,,,,, , � s',', � 11 ,,;,,,,, s�;, 11,1111-1/11 , I , '�",; "I , ,�_ /"�,�",/,T /"s,",,/ , ? "I", / � "�,"" 1, 11-111 11ss��!�ss�'�, �s,"'""i",/", , I , �//// 4s" // �� , I , - I " mf* I /�111 , ��l//,��?,�,��,;�"";,�,,�",,"'�,�";,;"",/",�,,�""",, ;s,,,`�s/�/, , 's"', s,"',,,,,,,,,/ �, _�_,sss,,_,,s;'-�- ,�_ I �� """" �_ , -, , ,sss,,';`,�,"/, � - 11",� ,��,,:,,,,,""","",,/""/,�"",�� ,�,,"_// ,,,��;,�: � , , 's,", I I I ;',�,'�,ss;",:" ,/ , , I I'll/ , ,,,/, - 11 1-1 / I '�_ I , 's '/71 1 , ; I // �/ ,/ "//,;;/�,/,i,/''�, �,,,��, P"- ,,,, '' �,� '/,'��:',"�'s` , _.__ � " �/ ':`/,:///��/,'�,;s,,// I'll;//111 ;//�/"�,, 1 , ,/ ,"'�,/��,'� &�'s";fllf,�1'1`"V,", -- \ ,, 1/// ,/////// 11 - /ss �,"I I ��" //", I/ �, ... ,,g"s,, - ss I - I�,� 11 _��,, , _�,_,- , 1, ; - / � ,; - -- , ,/�,�' ", - �M "', ///, - , sll�,�,"' 1/1/1`��,�"'�,,,/ ,,#'/'s`�',�,/,�:'', 1- I IL, - 1,s,�,,,/:N/s,",,/ ,� 1, ,,, , _,"r-/ "I" "I �//I// ,s��......( -: � ,// /�/, I/ O/ _,', �/ /`s, , .... , _/t,/4"t /,/�� 111115111111,111 " ., ,/ ,/ , , Is// �x11",/... _; , ,� �,, I ,, 'Al sl',Y,,�, 11 � ",, "��',� I , ------_ ,/.... /....//,/11111"s"////,, "1`1" "/` 11 �, 11�_ I 11 ,�,0,",�,1,�::�:fll�."1111 zqf& - ,"�s;"" I �/r,, "A , , _ I ,��""s""l,"',0',ss,� � 1// ,� ,_s_",/;/ I 11 '�/ 11 , ��11 11 I , s� ,/,�,� � 1/111,1/�1/'I'll 1�1 .r", ,,111/ 11'�," "I�11'�i,,` " , /I "' I", , , _ , _1�////////�////////"",/�11/1�'/,///�11/1,11/1//,/"'I "'mcm,",-, , , ,/ ,'I's - I s,`1111�11, � , "',, ," "16 ,/ /i" , I" , I '-' "s,ss", �"j ", I )11 11 ", , '7 "s" �, , , , , " I 11 "/////,///, , .... ', " ,,// I , / , s,� _// "11 ' ' / " ,/,/, ,/, , // ,", "I:, ,/ 'A" ,,,,",I�l�ill'I"",�ll",,I�,,,,,�,�l, , " , , __ / _ " I , 11,"�,�",, , - ", , " "I'll F ""' �� 11 111-1- I , 11111 "I � 11 �/11s' 1, ��_ ,", ,�" I , '' s I� ) 11111 "; , ,", , " ,,'� ", 11 _ /"s", / '," " , , , ,�,:",�s` "/,/"s",/:�,�,;`,�,"',// -1 """ I /, I I", 'I'll 'I �,�s , , '' , " , , , '_ I ,/, , ",'�, ", '' s , "Ill ��"'� _�� I /11111 /_ "I I ,�,`s�]',,0// //,"��6/�`,s // s�/ ,",',� 11'ss""� ,; ,s;�,-0- , "I �, """ �,,s,','� , ,/,,,, ,� "", " ";,": 111i 11, / " If/ o/,s,�, "�, _ ," ,, � -, ,�, /��,� /,"/'�� ,�,, , s,�"', /'' , '��,� , ,,,, -,---- , ;;�ss�"" ",/ 116'1`1 I ""41 /// / /7/ ,/ 11 11'", , I I ,, , .21 , I , A , / I'll, I 11 , , / ,// I/4 �'," 11 I�, " I I I "/, ,� "',// I I , )/, ,,":, I— ss�Z"'s,�/","s', /,/,ss ��,s, I/ // I / / / /,.F I , _ , , ,/ , ;"vs_ ,,,,/s,,,�, ,/,/ Ill//11 lr,,,",//""�,��""","",,�'�,;"�,,'/,'�"�"",//""" ,�,,��',','�// ,`,, � 1�1 /, I _, - ,�:,/,��,,,,' """�,, / ,:,',�,se"" _// , ,,, 11 , I tlr�" " ,/ ,/ , ,,"" ,,�, "" , I,— " , ,� ,,,, "" I I ,-�M�," 11 , ,/ �I /11 I / , "111411 1 s / ,,,,,, ��_57 //;"/ §/i/11_111 I olf),"s "."s 1//1 �� I ,'I s5.,vs, , , ss, "" - I , , " , , , � 1111 ls _ s/ " , , , "; ,11 � ,/ I :A , Is"i//11 0/�,/1I - , I ;,, �Is "'s, / , / s, I" , ,,,,, I 11� -Z /7 1111/_,"'i ",(//1111;1' I 't"',,,'�/,� / " - //,//, ', ss, , 01 s:', � "i ",/"/,,�,"",��.-, s,s","/"/,,, ,,"',/",`/ __ I ,� I , , 's �e` " I 1PI?1� " ,,,"',�, , ,'/"�,�""�,,�,,�""//"""/"�//,� ,��,///,/,�,',,,,""",""///I :, -"/ ""'7�', '1�e ......... �s ,(,-'t-,,sr- - ,/,ss/ ,/,�", s , '� , / - 11 //�;,, I, , I " / I "I, _,--,"/Z_ �� " I - "_ ,,�,/ // �`/,:`,"s,"�� I �,��_1�1' "Ill/ - � �, , �1' I - ��,- //,/,1',/...�, , ,�, ,,, "" I ,,� "':�;:, I 1,"I"ss,'" ,,/,'`s;,/,//�,;`;' "I __'____ -e ,-7--7- 11 " 11 - I �, I'll, "I'll" , ", o,//,"', I ',�s�,�,,,,11 . ......./,:s:,,_ , I `,s',�',,,,,�� ,;"-, �, T/,/�,/,/ I /,/,- I I ...... ",,," s I-- 11-/I ...iiw_�"" -�/.� " 11 ,:'," _ ', �, I 1 ",," I I, s�"/, ,�, 11 "/,/s , t si � I I � - I , I 11 �)", s�, ,/"`,�'"/",�,"/"�,',,'s','s/"/ 1)f "'/ ___ _z_--- I I �,,,P /,, ,,,,,'/ 'ss' �, " [/,/,/,�� // I " � , - / , , , I --,-,---- 11 "I 11 "I I'll I'll ,,,, I ,,],/�s;s"',s/s/A, , "'! 'k- F " , , _,, � 111� / "', I / , "I�_,lv�, �'" , ,"', ,�,,,s/, ," , , I "�,s , /�`, I ,, - " ,,,"s,�',', " ,/// Ir� -, 1'1�" I -11 I I I I /�/,�/ , ,,,",�// - , 1// ss, "I " ,i, ,�, _ �' __� 11-71 11p,I"I 1/�1'16',�;',�,, /_ _,� I I J, -1, , ,,",,/,I/,/,/,/,////////,//""`1"`////1 `;'�;;',' '' , , ,,,,'�/ .../2, / /, ,�n, ,s, , , _ As// ,��j"��,�"""//"""",�,,�I ,0 " " , �",I,',s',,,"", " `�,�'I'�l',�e�,,,,,,,,��,�,,,,,,", - I ',,,,� , k,f , ') " , " 11-1, -/// 11 �Al., /// '_ I'll, All s�11 -� , / /// , "' " _L1 ivmvV I / // // - , ss,,;'� , " ,,,/__/A � , / __ ,11 , �1',�,4,11111 ,;I ,/,/,,,,/ I 09/11///,///////// - s� I" " ", � 1'_'Z/s_/ 7,�/'',`/ �, , �/ ",_, ,,s,��/ I �,,�yo 11�$"74/,�`//_/s,� , , ,, 1// I I ,�/ , I 111-11 , ��",:�, , s"W , , 11 �, "///,///,�,,,,,,,,, ,s ,,, s,�/ / I " ,/ , - I 11;`// I I'll "'t /; I I ,_/ " I ;;; I " ,� "" , , �///�,11 Is"��ss////////�'I I � /_1 " 15s"�/`" -///, , , 's f_, ,/_/z; " "s"",/. ....... // ,--,/, 10 ,�', " ",/, ,�, " ', I , , // I 11 ddd/111/1 , �, / - " X, , I 11 I I /I 11 / I , _�,/ -- , / ////o� ,;/�", I I , :, 1, I ,, __", _ ,,, I / ,�/ _///////////, , 11 11�111 1�//,/�:"",/,�,/,,"'s"�',10, - __ ,ss, ,,/�//�',��/,/�/�,/ /,/,/// "/'/''/ss,,,,,,,s,...s'� , "' "'' I 1- .111113 , ss;/x� ,_,"//, ,�),� � "I �,,"////////,/// � 3 // 11, I'll i" ___-, "I ", A 1 _7 I I , " le'll- , _;�'_, // // ,/ ",/// , �`),/`/,/"1'/,1 "I'll ", 11 -7,- ,_,_�_'I—— -`11--l" I ��//,//,/////////,/�///// ,�,/ I - ""', /,// "" , `//....� ,�" _� - i _11 ': ss........////////,./,�,s`1 /1-11 I/ - , I I I /I � I I I I .1 I I/ / ,; I/ /"`///"`//1" 111111� - " ,/"///"////,,/I 11_11 /111 �/�,;,/ � ��7 1/0/11/'1'11//`//1/y/ "I'1 7'' , , , - , i� , , , I'll, io ,;//////" r I I I ,/ / / / "" A/ / '), P, 11 t111/111 '' ,,,'11`1111' �/�//I ,,, ,( , f� I 11 � Tpp" , "", , I �1111 /1, _ � I/ s�,'�:::, -111, "I � //////, " 1, I I "I'll "I I , " , 11 I S 11 , , "I I ��111111�: PIPPINT1111,11,71 ,/, , 0 //�/ " I � j _ I "I �I/ 1� , ") , ,I"ek�,�'I'�,�l'I""",",I",Illl,":',, ,11 _1 117 X, �,_11_11 -,-1�1 0 �/'/ I I-,�, I , __ , l'i; s,/___- - X,e,� // I , /� /11" E 1, 1� - NO/ /-/ I I— , "I I 11 , / � ,/ - - , _ I I 11", '/ floft/', I ' " , , I /'//I F ,��.......s,,s// '�/" �/__/// I I "I I I ,,','�� /', I �0Jo'fl)u%/,/,/, I I I/ ) �l)grf,f��711�j9771111Z,Y'II9 I& /� /, , "I I'll � 1 ,ss,'//, , , , f�', __�. " ,,/ , I I , ;, , , i " I I , I ,",', I .// -,-,/,/, � ,,/�/?,/",.�/."//�/��/�//,/r�////��,�,,, " ,,s,,',/,//_/// 11 I 11 11 � 11"s", "I , //, ,�', ,0 , I 1 711,11111, ,/ I I ,sq/ C: / ,/�,, �,s�1011;1111* 11`1�", "I I I I ,/�,,, ...///////////////, ... ` 'Iss, I I/11 I I , , �"//////, I- I I I, , I 1,/,Z'/""//,"`/.........."/,///,/,, �� /11 � I I /2 - , /// / I�R, �I �/,�/...�////,,///�/�/ �,s/'//`///,'��,/,, x,!",I // ,,I V/ I "I , , , , / I I I/ I I Ill, ss,11/ -, � 11111� I li I I I I I I,,,2/1/11,///////1/,s1,�� A,, ,"s,, I , I , A , I I " / ", ", // 11 11 �; ,/ .../ P,/,"s , 11,1, ;I I ,M ,, "/,", ,,I � ,;I",, -,///w/-,/,/,�,/,//I - - 11 I ."- 1,,,� � 11 I I "I 11 11 i & 11 I I ,�, ,u "I 1�" , ,�.... Is ss, ",',""I I "I I/,//� I "I "I I ) 11 , I/11 11 I s( , , 5-10 " I I I ,, - I Is"I I " I ....... � , I /�///omq " � , I ___ ....... ,�///////sl'."'� � I "I,/ I I, I 11 � I ,/� A 11 j I I I " I / /;A (s,j, gg /�/ // I 1/1- I ,//,M I i 1, C,(�, I I I I,,Z�,,/, , 11 I , !, " � P(0, I 11 I I �,I I I ��,,, , , I �; ;",, � 1 � I I I� I I'll �,;'!,�;,is'sol, I, j81 11 I'll 1 � � �� 1� W1111111.11 �,"�...... 4N,_ )� 12"jj's)" "I�� / ---- ---- ------ 1',," 116, 11, " ," , I _ ' 'I , , NEW MIXED-USE DEVELOPMENT NEW DRIVE-THRU RESTAURANT ,'I 1 , M "I "", / , ..... , , 11,111� lllsl"1411� s, fo,sf�' ; 1,11` 1�1 's"_/ iMV ... %, , ,�,/ �, %'/�Ilm I , if NOTES 00 0 1�1 ," "I", , , ;�/11 /I , I 7-Story Building with 4-Story Parking Deck 4) Guzman & Gomez (3,000 SF) I ��', R1 s��,; s , I 11 I , ;1711,IF& ..... fi", I 11 /... ;��. , ",'' I'-," I _n 's" 1-1, , ", " ,;1/11/, 1, lw�";/" I , ,%"' � '1,'//,, �/,/" 0 / I, / , - Iss" I , I I AFIII 011011,171"�/", ," I %�Ws,, ;`�, 11 , 1 16,200 SF Ground-floor Retail/Dining Space / 11, 11, , /// " ,, ""'s, �/` " 1 ;/1" 11 /"/ / I 11 ,///// 1", " " "I 1� //1`1 &Q, _1,1" , / 0 EXISTING BOWLERO 0 / /;, /I vu EXISTING RESTAURANT �� ,,,,,,...//11 �'11 " 11 11 297 Residential Units (Floors 1-7) , 1, _1 I 11 -, 0 11111� �'/, 41, 11 11 54,000 Square Feet 0 , __' ' ;,/, 11 0 1.../ �/ , �,�....... I - 11 I/ 0 Burger King to remain (3,000 SF) Is_ Or '-s"Is", 11 'I'laWl, A&/ 11 0K _,�, '1/, _//// ` 558 Dedicated Parking Spaces for 1�I., '�_//,, /1sffl//'s111/" ,/_ ", I /11 I INOR"I"i /s/2",', I 11 ,s,//,/ " , ow, / _/A'l 0 '�, "' A � �'ll1l,�Irl�""Ill,�?,Ill,f�l,�',,,,,, - 1;.", "I , ,1 " I I Drive-Thru Lane "//, " / " " � , 11 ";"/ ,,,, 11"i "I'll, / 1/, " 11's , �1111, sl///-"" // " 11 F's -//// 1�..... , , irl", I Residential & Ground-Floor Retail (1.87/unit) I , ' ' I ,,, ` ,"! I I /. 's", I EXISTING COMMERCIAL BUILDING /"I //1 r// I 11s, Ii/// , I N11K "�, ,"; ,",; , I 11 11, " I , ,//// , 11 ; , I " ,'� , , � / ////I, � , ///////� ,, / / / , , ,I /////� "" I /,�" s/`:� AN/"/ lr/4 =/ 0 -� -� " -� " - - 1/10",, ,�/�,/; , ,f( /, , V, "I-, �FP`111�11///Ixx ,/ 11"'/� ss� f"I 1," s , �" , """"V/1-1 ,/ 1? 0 -22,600 SF Ground-Floor Retail GROCER ,� � � I I I ii�!,i��, I I 11 f'', � 1, 11� II � 4"", � , I 111111 ... I NEW VILLAGE 'MAIN STREET' 0 1 - I "I", 0 �,,� f',01; '' ", W, 1, 0 -11,400 SF Second Story Office/Services 43,000 Square Feet 11 , " I ", ,; 11 49 0 ,:" '1�111 " I'll, "", 11 11110 Updated Circulation / Connectivity .... I / / I , , I I - � 11 � 1/�, F/, :,/ s�,,� , � In 0 65 On-Street Parking Spaces SHARED PARKING LOT I " 10 f NEW DRIVE-THRU RESTAURANT ,...',,,A� I I - 1 jj� 1��'11)",�fl,f�,f(ff�bl,",,�fff,"�� O'NOW,0111, " I - / , I'll 11 "I'll, I 1 I , I'll I "I - I/ I ,/,/,. (D 0 1 ,,_ I , I 11 I ' 'I ,//,'' f _", I 'll I ` 1 e 196 Parking Spaces I I 11�11 �"/g/ ,EMOW// "I- sl'� // , ,,, I/ / ,/ 11'/'�... /,/ 11, 11 11 I'll 0 11 I I e","'" I I //;"/,/,// ///////////////////-" I �,�,,�,� /�,,""""1//// /// I/ / ///////S/a/l/ " I ga 1'/1 ",`X;"11"��Alilllll f". �� zEk//i/ �/�// , � Chick-Fil-A (5,400 Square Feet) 'I', I I'�//"'/`�?�,//,_ "I ' ' , , I "s"I - 5/ 1/1,11 11/ , ;,�Z// I" I " �/ VILLAGE GREEN �,/ �, 11 ss'-, ,,, �,P,�/�,, - I-IllssssIfl, � '' - I s' 's I / I/,', , 1, ,�_�, I'll, -- , I /s, ", " , ,,' � , I e, , 10/11, I sss :�/ .... I , , I ,,Is Ij ;� __ - , _� I 4D I �, ��s , 11, ,//////// "I s, 11, � If ss;�/ //"/ ENHANCED RETENTION PONDS I I � //,//////,," ////........",///////////// I "'/III 9 -0.85 Acre Open Space IN, /�///////I 's, / / 1/10/ I :_I, '�_, I jjjj -111, ,' ' // 111 -STORY COMMERCIAL USES " )'Is�,/////..........'/",//// ,//, 1 111111'�_sss A '11, - C) 0 `/ � , '; /�;,""", e, ,///-,// 1�1 / ,/"III a Naturalized Landscape Edging �sll�1'11` I �://///////_� /,//a1/'1//1/1's,/�,,/,//_ 49 0 Amenities Shown for Reference Only I / , 11, I'll -6,150 SF Building Footprint 11 " I" , 1 I 11-,///////////////// / �� , , _0 , 10 " I , I �m I -",/////....- �/. 'I's / s", I 11 ss,,��, ,`/ "I 'll 11 �, I " I I I ,, I I /"', , 1� I I I I I I I I I 11 I I , I I I I 11� 1/1/" , /I ,�,�;111 I I I I 1-STORY COMMERCIAL USE PARKING LOT SCREENING ,�,�;111 ,�,�;111 ,�,�;111 ,�,�;111 ,�,�;111 I '�, I "�,�;111 ,/, , , , , , I I ,/ I I I I I "I I �"'/_ I "I", 1/ssl/ `��_s,::, 11 1-STORY COMMERCIAL USES 0 49 0 ",/ / y"', , ///�/11111 I "' , , " 11 11 , I � � ,s,*,' _'�_ I/ - 0 , , , , - 11 "W, ,///�/ /'_,�, /I �; , , I , W/ /"//// /I ��,// I //s,/ / � s�,,/ , 49 Boston Market to remain (3,000 SF) Shrubs, Grasses, and Perennials I / �11111111111111111110, '" " " " i I , � ` .1 I 0 , , / ljj� ,/ "��",///"�,,�,�";,///""",",�,,,,,,,,//,� //, , ��s� / ,; , ,,, !,/_, Is,/ ,�_I 5 r; "'n -4,200 SF Building Footprint , / ��f""Ill,��l',�,�,lil"i�",Il,�,, " _,__ ' ' I 1, ,��,l�""",,///"/�/"""/,f��,�",I�,'�,,,,Ii�,�,� - , , I - �, ,/ "I ��,, , , s"I", - � �) I .. .... ' 'I ,� f, , , �� '' I'll 1011 f ') I I I 1�111 11 I "" " " " " I'll, ;,"ys"Iffill, , """ � - ", III:,/, �,,,,�,_ s"k), , " Is"1111......__ I ,/ /, ,,,�,,_ /, ,,,�,_ /, ,,,�,_ , s_ , I'll,11-111101R, I—— ll", I I'll, - ,"',,"',,,, 1111111111111111111111111M ,,�"/' ',,i,= 1141 01111,1111 ........I 1 I ill _ -, - ___ _______j ii Ill T 111H 111111111�, C Ill.......OV 1111111�11�11�1 11111111111111111111 111111111 I..................."' K�E�N S��N G TO�N THE ��q ��ililililililil,71,iiiiiiiI /////,/"" �D�E V�E I...0�P�M�E�N T - - ,/////,"////, ,, " IN (,:9 1 "I , ,//, "I ........................��E �PA�R TN�E�R S I I I I ""/s"""`/ I I I I �illillillillillillilliillillillillillillilliillill�'..,..,..,..,..,..,..'..,..,..,..,..,..,..,..,..,..,..,..,..,..,..,.., IN 0 IRT IH 0 _xVT E - "" :) AAS E, 2 AAS 'T E, q :) �IIIIIIIIIIIIIIIIIIII� A 4 CO 4C E, 31T = ' U .......mIIm mIIIIIIIIIIIIIIIIII� S 'T E, 0 43' 85' 1"70' C L "` ..... ,,,,/ I.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................� G ��ilill,IOU ��illill,171 ,0 :: 113 U 1�.......1�.......A 11.......0 G R 0 V 11:11:1�,I 11.......11.......I IN 0 I S A IP R 1� 11...� 29, 2022 ,`s�,2017 THE LAKOTA GROUP MATCHLINE SEE THIS SHEET FOR CONTINUATION .. ............ J LOT 10 COMMERCIAL CL WITH DRIVE-THRU C) LOT 11 EXISTING ILLI RETAIL TO REMAIN 0 0 7 0 00 -h 0 �z 0 OLD CHECKER ROAD -�O_ rl. 0 �A 7, 0 7-A �71 co 1_,K d co PROPOSED � RETAIL 6,167 SIF Uj ct PROPOSED PARKING DECK EXISTING RETAIL LOT6 TO REMAIN (ENTERTAINMENT) C\j W U) CL 2E Cr- C1_4 LU u) C) CN Uj Z) C) 0 cr_ z LOT8 CL — PROPOS — — — ,, I 1;1 1 1 < 0 0 —RE-FAIC 4,210 SIF 0 0 LU LU U) U) Q LU LU LU Cf) U) C14 C14 Uj C'4 C'4 PARK C'4 0 PROGRAMMING 1�zr LO 0 0 BY OTHERS EXTERIOR CLUBHOUSE AMENITY SPAC LOT5 cz� C� C) Q0 LU EL EXISTING (D ----- LOT 7 RETAIL TO REMAIN POOL Lu ca 2.1. LOT9 Lu Lu (D cc. fr. LU cj_ EL EXISTING" MATCHLINE SEE THIS SHEET FOR CONTINUATION PROPOSED RESTAURANT'� MIXED USE LOT4 TO REMAIN SITE DATA TABLE REQUIRED REQUIRED REQUIRED DRIVE- DOG PARK LOT# LOTARFA LOTARFA USF BUILDIN6 PARKING PARKING STANDARD ADA TO TA t FXISTING DRIVE-THRO THRU (ACRES) (SEEN01'E6) AREA (Sf) PARKING PARKING PARKING PAWNG L T3 --- RA TIO GOONT STACKWG STACKING Storrnwate r/ 1 82,609 -1.9D N/A N/A N/A N/A N/A N/A N/A N/A 'T Access 2 198,942 4.5Y Grace r 43,003 1 pe r 220 sf 195 N/A N/A 3 28,995 0.67 Restaurant 2,927 1 per 220 sf is 10 p e r w I n d o w 12 4 31,402 0,72 N/A N/A N/A N/A N/A N/A ........ Note 2 5 36,963 0.85 Park N/A 1 per 5,OOC sf 8 See Note 2 See Note 2 See N/A N/A 0 U Ivulti 0 RESTAURANT -13D Tenant/ > j 6 56,556 10perwindow 10 Restaurant Restaurant 6,227 1 pe r 220 sf 28 Retail 1,150 1 per 220,sf 19 10perwiridow 10 7 305,115 7,00 Mixed - Use N/A N/A MultiFarnily 297Jn1ts 1.7perUnit 505 SeeNoto- 3 SeeNote3 SceNote3 N/A N/A Retail 14,300 1 per 220.sf 65 SeeNoteJl SeeNote3 Seel\lote3 N/A N/A D Restaurant 4,900 1 per 220 sf 22 See Note 3 See Note 3 See Note 3 N/A N/A 8 26,360 0,61 Ar�es5 N/A N/A N/A N;A N/A N/A N/A N/A IE IE AL 0 9 Retail 5f 62 145,380 3.34 13,692 1 per 220 N/A N/A LOT 2 Restaurant 9,000 1 pe r 220 sf 41 i �0 G) 0 Uj Uj PROPOSED Business/ GROCER 11,400 1 per 220sf 52 N/A N/A 43,365 SIF Office > 0 00 I'Llturp Retail ct 10 42,394 0.9y Outlet 5'" 1 pe r 220 sf 23 See Note 4 10 perwi riclow 32 0 (D 11 10,329 0.24 Atcess N/A N/A N/A N/A N/A N/A N/A N/A 0 11,653 O�27 Burger King 2,916 1 per 220sf 13 See Note 5 See Note 5 See Note 5 10 perwindow 10 EXISTING < 01 r 220sf 1 See Note 1 See Note 1 Lj� 4,234 0,10 3,094 1 pe 14 See Note N/A N/A RESTAURANT, 07 REMAIN Market 260 N/A ILL 188,421 4,33 Bowlero 57,155 1 per 220sf 1 1321 1146 1114 NOTES- 0 1. Parking for Boston Market provided on Lot 4. 2, Parking for park provided within the rest of the Town Center Development. (D (2 -use provided in deck and on street. Ground f 100r bUl I cl ng areas to r the residential amenity area, se rvi ce/loadl ng area, and C: 3, Parking for Lot 7 mixed -um the pdrking calculatiow-i. LO 0 wechariic�al/tiash area are primarily for th(- re,�idpnll.4 portiun uf the IbL&dirigso thuse, aiedci are E'XLILjded rr C: 0 S_- F= > Q_ 0 4, ADA parking for Lot 10 ind uded on Lot 10. < 0 0 0 S. Parking for Burger King is provided on Lot 2. 04 (D 0 6. Shoppi ng Ce rite i class!ficaticiii u5ed for al I parki ng cal Luld Li ur)s, except rur Park dnd Multi Faini IV U�e. C: M 0 'i co C\j > LO P,- C14 0 ii� LOT1 0�_ GO DRAWING NO. GRAPHIC SCALE 60 30 0 60 C30 0 1" 60' N:\2020\20360\Drawings\ACAD\LD\SO3.3\Sheet Drawings\CIO OvSite2O360 S03.dwg 5/9/2022 Exhibit H NEEZ11101= LINE ITEM: COST Land 23,950,000 Sitework: Lot I Detention 716,617 Lot 2 Grocer Pad Development'Alork 2,015,404 Lot 3 GYG Pad Development'Alork 673,709 Lot 4 BM Sitework Pad Development'Alork 546,669 Lot 5 Park Pad Development Work 25,000 Lot 6 Multi Tenant S of'Old Checker Pad Development Work 837,380 Lot 7 Mixed Use UrbanStreet Pad Development Work 384,292 Lot 8 Old Checker Pad Development Work 103,766 Lot 9 Buidling K Pad Development Work 855,597 Lot 10 Chick fil A Pad Development Work 232,096 Lot I I North Entrance 54,298 LIM Engineer Fees 298,150 Landscape Design Fees 117,620 Geotechnical Survey 20,000 Environmental Soil Testing 2,000 Parking/Traffic Consultant 9,900 Construction Material Testing 130,000 On Site Inspection-Municipality 25,000 As-Built Survey 15,000 Construction Surveys 15,000 Financi Uiy. Interest 475,000 Loan Fees 12,250 Estimated Total TIF Eligible Costs 31,514,748 Exhibit I Form of TIF Funding Escrow Owners TIF Escrow Trust and Disbursing Agreement (NoTitle Insurance) Escrow 'Trust No.: L I ChicagoTitle and 'Trust Company, Escrow 'Trustee ARTICLE 1: General Information A. Owner: Attorney for Owner: Name: IMK.D5, LJC Seyfarth Shaw LJP Address: 700 Commerce Drive 233 South Wacker Drive Suite 130 Suite 8000 Oak Brook, Illinois 60523 Chicago, Illinois 60606 Attention: ChadJones Attention: JeffreyJahns Email: chad(!�)kensingtondev.com Email:jjahns(!�)seyfarth.com Telephone No.: (630) 402-6061 312-460-5819 Fax No.: 312-460-7819 B� Village: VILJAGE OF BUFFALO GROVE Address: 50 Raupp Boulevard Buffalo Grove, 11, C� Escrow Trustee: Name: ChicagoTitle and 'Trust Company, a corporation of Illinois (hereinafter known as CT&TCo.) Address: 10 S. LaSalle St., Suite 3 100 Chicago, 11, 60603 Contact Person: Telephone Number: 312----------------------------- D� Project Name: Buffalo GroveTown Center Project Location: Buffalo GroveTown Center, Buffalo Grove, Illinois (NWC L'ake Cook Road and McHenry Road) E. Deposited Funds: Amount of Deposits, if any, to be made by --------------------as In denture Trustee: $TBD [circa $12-15m] F� Billing Instructions: Title and Construction Escrow Charges are to be billed to: Owner, if not satisfied out of Deposited Funds or investment earnings. Article 2: Recitals A. Owner is acquiring and about to commence or has commenced construction of or rehabilitation of improvements on certain premises (the Project), described on Exhibit A , attached hereto and made a part hereof, and Owner and Village are parties to that certain Redevelopment Agreement of approximately even date herewith (the Agreement); and Pursuant to Section 7.2 of the Agreement, the parties have jointly requested CT&T Co. to act as Escrow 'Trustee and to provide a disbursing service for the payment of certain Project acquisition and construction costs and other related development costs. The Escrow established pursuant to this Escrow Agreement is the "TIF Funding Escrow" described in the Agreement. B. The Owner, Village and Escrow 'Trustee agree as follows: m ....................... in its capacity as In denture Trustee, will deposit or cause to be deposited the Deposited Funds with Escrow 'Trustee by wire transfer, which consist of certain proceeds of the sale of the Primary Note (as defined in the Agreement). (2) Owner may deposit or cause to be deposited from time to time certain sums of money (the additional funds) in the form of a wire transfer, or certified or cashier's checks with Escrow Trustee; said additional deposits will not be made more frequently than once per calendar month. (3) Escrow 'Trustee will disburse the funds to pay for Project acquisition, construction costs and related development costs pursuant to the provisions of this Escrow Agreement as hereinafter set forth. However, it is the intention of the parties named herein and signatory hereto that no person not a party signatory to this escrow shall have the right to look to the Escrow 'Trustee for any disbursement hereunder under a third party beneficiary theory or otherwise, and that the Escrow 'Trustee owes no duty to any such third party to make any disbursement. Article 3: Procedures A. Not more often than once each calendar quarter, Owner shall submit to the Village and Escrow 'Trustee written requests for certification of Redevelopment Project Costs in accordance with the Agreement. The Village shall inform Escrow 'Trustee from time to time if such certifications are granted and in what amount(s). B. The Village shall review and approve all disbursement requests in accordance with this Escrow Agreement that are forTIF Eligible Expenses. C. All disbursements pursuant to this Escrow 'Trust shall be for Redevelopment Project Costs in connection with the Project and shall be made in accordance with this Escrow Agreement, but Escrow 'Trustee shall rely exclusively on the approval by the Village of certification requests as conclusive evidence that the disbursements are for Redevelopment Project Costs. D. Owner has established a separate construction loan escrow with Escrow 'Trustee (the Construction Loan Escrow) for making additional Project payments over and above the Deposited Funds. Escrow 'Trustee shall inform Construction Loan Escrow of all disbursements made pursuant to this Escrow Agreement. E. If Deposited Funds remain and Owner determines that it will have no further Redevelopment Project Costs, then such remaining Deposited Funds shall be returned to the In denture Trustee. Article 4: Requirements Prior to each disbursement of Deposited Funds by Escrow 'Trustee hereunder for payment of a person or entity entitled to file a lien under the Mechanics Lien Act, 770 ILCS 60/1, it is a requirement of this Escrow Agreement that the Owner shall furnish or cause to be furnished to the Escrow 'Trustee or to the escrow trustee of the Construction Loan Escrow the following: A. A Sworn Owner's Statement disclosing the various contracts entered into by the Owner relating to the construction of the Project and setting forth the names of the contractors, their addresses, the kind of service, work or materials to be furnished, the amounts of such contracts, the amounts paid to date, if any, the amounts of current payments, if any, and the balance due, if any. B. A Sworn Statement to Owner by the General Contractor setting forth the name and addresses of such persons furnishing labor, service or materials (i.e., subtrades and material suppliers), the kind of labor, service or materials to be furnished, the amounts of the contracts, amounts paid to date, if any, amounts of current payments, if any, and balance to become due, if any. C. A written approval by Owner of the requested disbursement. D. With respect to payment of construction costs: Statements, waivers, affidavits, supporting waivers, and releases of lien from such persons and in such form as may be required by CT&TCo. for the purpose of substantiating payment of the prior construction draw. Note: CT&TCo. will use the same care and diligence in the collection and examination of Sworn Statements, waivers, affidavits, supporting waivers and releases of liens, for the above purpose, as it would use were CT&T Co. required by this Escrow Agreement to furnish mechanics' lien title insurance coverage to a construction lender, and no greater. Note: If the funds are to be disbursed to the General Contractor rather than the subcontractors, the collection and examination of the required statements, waivers, etc. by the Escrow 'Trustee shall be not construed by the Owner as an assurance by CT&TCo. that the subcontractors have, in fact, been paid by the General Contractor. E. Sufficient funds to cover the current disbursement request. Article 5: General Conditions A. Owner and Village understand and agree that Escrow Trustee's duties are to disburse the Deposited Funds pursuant to the provisions of this Escrow Agreement, and Escrow Trustee's liability arising from the performance of those duties regarding the release of mechanics' lien rights, shall extend only to those persons to whom Escrow 'Trustee is making payments, and only for those amounts being paid. Escrow 'Trustee has no liability for any lien rights associated with work previously completed, or completed by persons not receiving direct payments from Escrow Trustee. B. Owner understands that Escrow 'Trustee makes no representation that a title insurance policy insuring over mechanics' lien claim will necessarily issue without additional title insurance underwriting requirements being met. C. Escrow 'Trustee assumes no responsibility concerning the sufficiency of funds deposited herein to complete the contemplated construction satisfactorily. D. If the Escrow 'Trustee discovers a misstatement in an affidavit furnished by the General Contractor, it may stop disbursements until the misstatement has been corrected. Escrow Trustee may, at its option, verify information submitted by the General Contractor or may require the Owner to furnish verification by subcontractors or material suppliers. E. The functions and duties assumed by Escrow 'Trustee include only those described in this Escrow Agreement and Escrow 'Trustee is not obligated to act except in accordance with the terms and conditions of this Escrow Agreement. Escrow 'Trustee does not insure that the Project will be completed, nor does it insure that the Project, when completed, will be in accordance with plans and specifications, nor that sufficient funds will be available for completion, nor does it make the certifications of the Inspector/Architect its own, nor does it assume any liability for the procurement of such certification as one of the conditions precedent to each disbursement. F. Escrow 'Trustee has no liability for loss caused by any error in the certification furnished it hereunder as to work in place. G. Escrow 'Trustee shall not be responsible for any loss of documents which such documents are not in its custody. Documents deposited in the United States Mail shall not be construed as being in custody of Escrow Trustee. I-1. Deposited Funds made pursuant to these instructions may be invested on behalf of Owner; provided, however, that any direction to Escrow 'Trustee for such investment shall be expressed in writing and be accompanied by the taxpayer's identification number and such investment forms as may be required. Escrow 'Trustee will, upon request, furnish information concerning procedures and fee schedules for investment. Investment earnings shall be applied to Escrow Trustee's fees and any surplus shall be paid to Owner. 1. Except as to deposits of funds for which Escrow 'Trustee has received express written direction concerning investment or other handling, the parties hereto agree that the Escrow 'Trustee shall be under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further, that Escrow 'Trustee may commingle such deposits with other deposits or with its own funds in the manner provided for the administration of funds under Section 2-8 of the Illinois Corporate Fiduciary Act(205 ILCS 620/2-8), and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any. Provided, however, nothing herein shall diminish Escrow Trustee's obligation to apply the full amount of the Deposited Funds in accordance with the terms of this Escrow Agreement. J. In the event the Escrow 'Trustee is requested to invest deposits hereunder, CT&TCo. is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of this escrow trust. K. N.B.: Escrow Charges are payable thirty (30) days after billing and shall be payable, first, out of the Deposited Funds, and thereafter out of investment earnings, but Owner shall be responsible for any balance. In the event escrow charges are not paid as agreed, CT&TCo. may terminate this Escrow Agreement upon thirty (30) day written notice to Owner and Village. This Escrow Agreement shall not inure to the benefit of any parties other than the parties hereto, under a third party beneficiary theory or otherwise; and any liability to such parties is expressly disclaimed. M. This Escrow Agreement shall terminate once all Deposited Funds and investment earnings have been disbursed and all Escrow 'Trustee fees have been paid. In Witness Whereof, the undersigned have executed this Escrow Agreement this ............ day of 2021 ------------------------------------ OWNER: IMKD5 LIX, a Delaware limited liability company By: Name: Title: VILLAGE: VILLAGE OF BUFFALO GROVE, By: Name: Title: ESCROW TRUSTEE: CHICAGO TITLE and TRUST COMPANY, By:---------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------- (Authorized Signatory) Exhibit,J REGISTERED REGISTERED No. $ ---------------- --------------------- UNITED STATES oi�AMERICA STATE OF ILLINOIS COUNTIES oi� LAKE AND COOK VILLAGE oi�BuFFALO GROVE FIRs't' LIENTAX INCREMENT REVENUE NOTE, SERIEs 2022 (BuFFALO GROVE LAKE COOK ROAD PROJECT) Interest Final Maturity Dated Rate: % Date: i 20 Date: 120 ------------------ -------------------------- ..... ---------------------------- ..... Registered Owner: Principal Amount: KNOw Ai,E PERSONs By THESE PRESENT'S that the Village of Buffalo Grove, Lake and Cook Counties, Illinois, a municipality, home rule unit and political subdivision of the State of Illinois (the 'Tillage"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on or before the Maturity Date identified above, but solely from the sources hereinafter identified, the Outstanding Principal Amount of this Note in accordance with that certain Ordinance adopted by the President and Board ofTrustees of the Village (the "Corj)orale Aulhorilies") on the 20th day of June, 2022, as supplemented by a related Note Order (the "Nole Ordincince"), and that Redevelopment Agreement, dated .......................... 2022 (the "RedeveloPmew Agreemenl"), by, between and among the Village and IMK.D 5 LLC, a Delaware limited liability company (the "Reoil Develoj)er"), and BGA Residential, LLC, a Delaware limited liability company, and interest on such Outstanding Principal Amount at the Interest Rate set forth above (computed on the basis of a 360--day year of twelve 30--day months). Principal, in accordance with the amortization schedule attached hereto as Exhibil, A (the "Amorlizcdion ,.�chedille"), and interest on this Note is payable from Village Funds (as defined in the Note Ordinance) on deposit in the First Lien Note and Interest Account of the Special Tax Allocation Fund of the Village created pursuant to the Note Ordinance. Principal of the Note is payable on January I of each year in accordance with the Amortization Schedule. Interest on the Note is due semi-annually on each January I and July 1, commencing January 1, 2023 (each an "Inleresl Pqymenl Date"), Interest when due shall be paid from the later of the Dated Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of the Note is paid or duly provided for, from the First Lien Note and Interest Account. Payments shall first be applied to accrued and unpaid interest and then to principal. The principal of this Note shall be payable by check of draft in lawful money of the United States of America upon presentation at the principal office maintained for the purpose by the Treasurer of the Village, as note registrar and paying agent (the "Nole Regrislrar"). Interest on this Note shall be paid to the Registered Owner hereof as shown on the registration books of the Village maintained by the Note Registrar(the "Regisler") at the close of business on the 15th day of the month next preceding the Interest Payment Date. Interest hereon shall be paid by check or draft of the Note Registrar, payable upon presentation thereof in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on the Register or at such other address furnished to the Note Registrar in writing or as directed by such Registered Owner, all as provided in the Note Ordinance. The Registered Owner of this Note shall note on the payment attached hereto as Exhibil B (the "J'qymenl Record") the amount and the date of any payment of the principal of this Note promptly upon receipt of such payment. In the event of any inconsistency between such Payment Record and the records of the Village, the records of the Village shall control, absent manifest error. This Note is issued pursuant to Division 74.4 of Article I I of the Illinois Municipal Code (the "TITAcl"), and all laws amendatory thereof and supplemental thereto, and specifically as -2- supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus Bond Acts, as amended and as supplemented, and, where necessary, superseded,by the home rule powers of the Village under Section 6 of Article VII of the 1970 Constitution of Illinois, and the principal of and interest, and premium, if any, hereon are payable solely and only from the Village Funds on deposit in the First Lien Note and Interest Account, all in accordance with the provisions of the Note Ordinance and the Redevelopment Agreement. This Note is being issued for the purposes of paying or reimbursing the Retail Developer for certain TIF Eligible Expenses as described in the Redevelopment Agreement and as authorized by the TIF Act it has incurred in acquiring or constructing the Project (as defined in the Redevelopment Agreement). The cost of such acquisition or construction shall be deemed to be a disbursement of the proceeds of this Note. This Note, together with the interest thereon, is a limited obligation of the Village, payable solely from the Village Funds on deposit in the First Lien Note and Interest Account as defined and described in the Note Ordinance and the Redevelopment Agreement. For the prompt payment of this Note, both principal and interest, as aforesaid, such Village Funds are hereby irrevocably pledged. Tms NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE WITHIN TIIE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, No HOLDER OFTHIS NOTE SHALL HAVETHE RIGHTTO COMPELTHE EXERCISE OF ANYTAXING POWER OFTHE VIEEAGE FOR PAYMENT OF PRINCIPAL HEREOF OR INTERESTHEREON. FAILURETO PAY WHEN DUE ANY INSTALLMENT OF INTEREST OR ANY AMOUNT OF OUTSTANDING PRINCIPM, AmouNT DUE TO INSUFFICIENCY OF THE VILLAGE FuNDS ON DEPOSIT IN THE FIRS't' LIEN NOTE AND INTEREST AccouNT,WHETHER ATSTATED MATURHY,FINAL MATURITY OR OTHERWISE, SHALL IN NO EVEN't, BE DEEMEDTO BE AN EVENTOF DEFAULTON 't'ms NOTE UNLESS CAUSED BY A DEFAULTBYTIIE VILLAGE UNDERTHE REDEVELOPMENT AGREEMENT. J- The Note Ordinance and the Redevelopment Agreement authorize the issuance of a Second Lien Note and 'Third Lien Note (each as defined in the Note Ordinance) payable from the Village Funds on a subordinate basis to the payments on the Note as further described in the Note Ordinance. The Second Lien Note is payable solely from Village Funds on hand in the Second Lien Note and Interest Account (as defined in the Note Ordinance), and the Third Lien Note is payable solely from Village Funds on hand in the'Third Lien Note and Interest Account(as defined in the Note Ordinance). The holders of the Second Lien Note and the Third Lien Note will not have any claim for payment from any moneys on hand in the First Lien Note and Interest Account. This Note is subject to redemption prior to maturity, at the option of the Village, in whole or in part, from any available funds, on ................................. 2029, and on any date thereafter, at the redemption price of par plus accrued interest to the date fixed for redemption, and as further provided in the Note Ordinance. Notice of any such redemption shall be sent by registered or certified mail not less than twenty (20) days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of this Note at the address shown on the registration books of the Village maintained by the Registrar or at such other address as is furnished in writing by such Registered Owner to the Registrar. This Note may not be offered, sold, pledged, assigned or otherwise transferred except to a Developer (as described in the Note Ordinance), an affiliate of a Developer or to a Qualified Purchaser(as defined in the Note Ordinance). Any offer, sale, pledge, assignment or transfer to a party other than a Developer, an affiliate of a Developer or a Qualified Purchaser is void, provided, however, that any assignment of the Note to a trustee of a trust selling certificates of participation in the Note for the benefit of Qualified Purchasers is expressly authorized. This Note may only be transferred in whole. 4- Upon surrender hereof at the principal office maintained for the purpose by the Note Registrar, accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the Note Registrar shall register this Note in the name of the new Registered Owner on the registration grid provided herein, and shall also enter the name and address of the new registered owner in the Register. The person in whose name this Note is registered on the Register shall be deemed and regarded as the absolute owner hereof for all purposes, and payment of the principal of or interest hereon shall be made only to or upon the order of the Registered Owner hereof or the owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid. It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Note did exist, have happened, been done and performed in regular and due form and time as required by law, that Village hereby covenants and agrees that it has made provision for the segregation of the Village Funds and that it will properly account for said taxes and will comply with all the covenants of and maintain the funds and accounts as provided by the Note Ordinance and the Redevelopment Agreement. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. -5- IN WITNESS WHEREOF the Village of Buffalo Grove, Lake and Cook Counties, Illinois,has caused this Note to be signed by the manual or duly authorized facsimile signatures of its President and Village Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof. ----------------------------------------------------------------------------------- President, Village of Buffalo Grove, Lake and Cook Counties, Illinois Attest: --------------------------------------------------------------------------------------------- Village Clerk, Village of Buffalo Grove Lake and Cook Counties, Illinois (SEAL) Date of Authentication: CERTIFICATE Note Registrar and Paying Agent: OF Village Treasurer AuTHENTICATION Village of Buffalo Grove, Illinois This Note is the Note described in the within-mentioned Note Ordinance and is the First Lien Tax Increment Revenue Note, Series 2022 (Buffalo Grove Lake Cook Road Project), of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. VILLAGETREASURER,as Note Registrar By---------------------------------------------------------------------------------- Village Treasurer, Village of Buffalo Grove, Lake and Cook Counties, Illinois AssiGNMENT FoR VALUE RECEIVED, the undersigned sells, assigns and transfers unto ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint -------------------------------------------------- as attorney to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: ----------------------------------------------------------------- No'nCE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. J- Eximu'r A [AMORTIZATION SCHEDULE -8- Eximu'r B [PAYMENI'RECORD -9- Exhibit K. REGISTERED REGISTERED No. $ ---------------- --------------------- UNITED STATES oi�AMERICA STATE OF ILLINOIS COUNTIES oi� LAKE AND COOK VILLAGE oi�BuFFALO GROVE SECOND LIENTAX INCREMENT REVENUE NOTE, SERIEs 2022 (BuFFALO GROVE LAKE COOK ROAD PROJECT) Interest Final Maturity Dated Rate: % Date: i 20 Date: 120 ------------------ -------------------------- ..... ---------------------------- ..... Registered Owner: Principal Amount: KNOw Ai,E PERSONs By THESE PRESENT'S that the Village of Buffalo Grove, Lake and Cook Counties, Illinois, a municipality, home rule unit and political subdivision of the State of Illinois (the 'Tillage"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on or before the Maturity Date identified above, but solely from the sources hereinafter identified, the Outstanding Principal Amount of this Note in accordance with that certain Ordinance adopted by the President and Board ofTrustees of the Village (the "Corj)orale Aulhorilies") on the 20th day of June, 2022, as supplemented by a related Note Order (the "Nole Ordincince"), and that Redevelopment Agreement, dated .......................... 2022 (the "RedeveloPmew Agreemenl"), by, between and among the Village and IMK.D 5 LLC, a Delaware limited liability company (the "Reoil Develoj)er"), and BGA Residential, LLC, a Delaware limited liability company, and interest on such Outstanding Principal Amount at the Interest Rate set forth above (computed on the basis of a 360--day year of twelve 30--day months). Principal, in accordance with the amortization schedule attached hereto as Exhibil, A (the "Amorlizcdion ,.�chedille"), and interest on this Note is payable from Village Funds (as defined in the Note Ordinance) on deposit in the Second Lien Note and Interest Account of the Special Tax Allocation Fund of the Village created pursuant to the Note Ordinance. Principal of the Note is payable on January I of each year in accordance with the Amortization Schedule. Interest on the Note is due semi-annually on each January I and July 1, commencing January 1, 2023 (each an "Inleresl Pqymenl Date"), Interest when due shall be paid from the later of the Dated Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of the Note is paid or duly provided for, from the Second Lien Note and Interest Account. Payments shall first be applied to accrued and unpaid interest and then to principal. The principal of this Note shall be payable by check of draft in lawful money of the United States of America upon presentation at the principal office maintained for the purpose by the Treasurer of the Village, as note registrar and paying agent (the "Nole Regrislrar"). Interest on this Note shall be paid to the Registered Owner hereof as shown on the registration books of the Village maintained by the Note Registrar(the "Regisler") at the close of business on the 15th day of the month next preceding the Interest Payment Date. Interest hereon shall be paid by check or draft of the Note Registrar, payable upon presentation thereof in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on the Register or at such other address furnished to the Note Registrar in writing or as directed by such Registered Owner, all as provided in the Note Ordinance. The Registered Owner of this Note shall note on the payment attached hereto as Exhibil B (the "J'qymenl Record") the amount and the date of any payment of the principal of this Note promptly upon receipt of such payment. In the event of any inconsistency between such Payment Record and the records of the Village, the records of the Village shall control, absent manifest error. This Note is issued pursuant to Division 74.4 of Article I I of the Illinois Municipal Code (the "TITAcl"), and all laws amendatory thereof and supplemental thereto, and specifically as -2- supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus Bond Acts, as amended and as supplemented, and, where necessary, superseded,by the home rule powers of the Village under Section 6 of Article VII of the 1970 Constitution of Illinois, and the principal of and interest, and premium, if any, hereon are payable solely and only from the Village Funds on deposit in the Second Lien Note and Interest Account, all in accordance with the provisions of the Note Ordinance and the Redevelopment Agreement. This Note is being issued for the purposes of paying or reimbursing the Retail Developer for certain TIF Eligible Expenses as described in the Redevelopment Agreement and as authorized by theTIF Act it has incurred in acquiring or constructing the Project (as defined in the Redevelopment Agreement). The cost of such acquisition or construction shall be deemed to be a disbursement of the proceeds of this Note. This Note, together with the interest thereon, is a limited obligation of the Village, payable solely from the Village Funds on deposit in the Second Lien Note and Interest Account as defined and described in the Note Ordinance and the Redevelopment Agreement. For the prompt payment of this Note, both principal and interest, as aforesaid, such Village Funds are hereby irrevocably pledged. Tms NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE WITHIN TIIE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, No HOLDER OFTHIS NOTE SHALL HAVETHE RIGHTTO COMPELTHE EXERCISE OF ANYTAXING POWER OFTHE VIEEAGE FOR PAYMENT OF PRINCIPAL HEREOF OR INTERESTHEREON. FAILURETO PAY WHEN DUE ANY INSTALLMENT OF INTEREST OR ANY AMOUNT OF OUTSTANDING PRINCIPM, AmouNT DUE TO INSUFFICIENCY OFTHE VILLAGE FuNDS ON DEPOSITINTHE SECOND LIEN NOTE AND INTEREST AccouNT,WHETHER ATSTATED MATURHY,FINAL MATURITY OR OTHERWISE, SHALL IN NO EVEN't, BE DEEMEDTO BE AN EVENTOF DEFAULTON 't'ms NOTE UNLESS CAUSED BY A DEFAULTBYTIIE VILLAGE UNDERTHE REDEVELOPMENT AGREEMENT. J- The Note Ordinance and the Redevelopment Agreement authorize the issuance of a First Lien Note (as defined in the Note Ordinance) payable from the Village Funds with a lien on the Village Funds senior to the lien of the Note with respect to the Village Funds, and aThird Lien Note (as defined in the Note Ordinance) payable from the Village Funds on a subordinate basis to the payments on the Note, all as further described in the Note Ordinance. The First Lien Note is payable solely from Village Funds on hand in the First Lien Note and Interest Account(as defined in the Note Ordinance), and the 'Third Lien Note is payable solely from Village Funds on hand in the 'Third Lien Note and Interest Account (as defined in the Note Ordinance). The holders of the First Lien Note and the 'Third Lien Note will not have any claim for payment from any moneys on hand in the Second Lien Note and Interest Account. This Note is subject to redemption prior to maturity, at the option of the Village, in whole or in part, from any available funds, on ................................. 2029, and on any date thereafter, at the redemption price of par plus accrued interest to the date fixed for redemption, and as further provided in the Note Ordinance. Notice of any such redemption shall be sent by registered or certified mail not less than twenty (20) days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of this Note at the address shown on the registration books of the Village maintained by the Registrar or at such other address as is furnished in writing by such Registered Owner to the Registrar. This Note may not be offered, sold, pledged, assigned or otherwise transferred except to a Developer (as described in the Note Ordinance), an affiliate of a Developer or to a Qualified Purchaser(as defined in the Note Ordinance). Any offer, sale, pledge, assignment or transfer to a party other than a Developer, an affiliate of a Developer or a Qualified Purchaser is void, provided, however, that any assignment of the Note to a trustee of a trust selling certificates of participation 4- in the Note for the benefit of Qualified Purchasers is expressly authorized. This Note may only be transferred in whole. Upon surrender hereof at the principal office maintained for the purpose by the Note Registrar, accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the Note Registrar shall register this Note in the name of the new Registered Owner on the registration grid provided herein, and shall also enter the name and address of the new registered owner in the Register. The person in whose name this Note is registered on the Register shall be deemed and regarded as the absolute owner hereof for all purposes, and payment of the principal of or interest hereon shall be made only to or upon the order of the Registered Owner hereof or the owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid. It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Note did exist, have happened, been done and performed in regular and due form and time as required by law, that Village hereby covenants and agrees that it has made provision for the segregation of the Village Funds and that it will properly account for said taxes and will comply with all the covenants of and maintain the funds and accounts as provided by the Note Ordinance and the Redevelopment Agreement. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. -5- IN WITNESS WHEREOF the Village of Buffalo Grove, Lake and Cook Counties, Illinois,has caused this Note to be signed by the manual or duly authorized facsimile signatures of its President and Village Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof. ----------------------------------------------------------------------------------- President, Village of Buffalo Grove, Lake and Cook Counties, Illinois Attest: --------------------------------------------------------------------------------------------- Village Clerk, Village of Buffalo Grove Lake and Cook Counties, Illinois (SEAL) Date of Authentication: CERTIFICATE Note Registrar and Paying Agent: OF Village Treasurer AuTHENTICATION Village of Buffalo Grove, Illinois This Note is the Note described in the within-mentioned Note Ordinance and is the Second Lien Tax Increment Revenue Note, Series 2022 (Buffalo Grove Lake Cook Road Project), of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. VILLAGETREASURER,as Note Registrar By---------------------------------------------------------------------------------- Village Treasurer, Village of Buffalo Grove, Lake and Cook Counties, Illinois AssiGNMENT FoR VALUE RECEIVED, the undersigned sells, assigns and transfers unto ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint -------------------------------------------------- as attorney to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: ----------------------------------------------------------------- No'nCE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. J- Eximu'r A [AMORTIZATION SCHEDULE -8- Eximu'r B [PAYMENI'RECORD -9- Exhibit L NCH Development Legal NCH BUF)'---/,4LO GROVE OUTPATIENT CARE CENTER SUBDIVISION 11� V; "I le,�,�T 1� —,V;� 'I, I ��E 7 T—, V—' :4� :7 7 7, i, i"'- 1, Y17 ,4' Site Plan l",11— L1111111", WI T PAR A p 7.7 71 ? 1,77/7-777 7E77-77-7/7) a4i, L �g Legend P11.111-1-T- Ml,, P,-- T— SNP,DWa Pai*ng Br�'Adcz rZical Offime BLIICN)�j(70,6GO&IF) W 278 F;jxices 14 ADA Spacc 2912 Spa-,s ToUl Required Parking 37,3 Spices NIMBI Fral S,i�te Plan, Prehminary Landscape Pllan 0' 40' 11 1 K, EXHIBITM The following parcels were excluded from the analysis for the purposes of generating increment to support the Project. The excluded parcels are publicly owned, tax-exempt property: Excluded parcels in Cook County: 304100001, 304100006, 304100011, 304100015, 304100020, 304100024, 304100025, 304102003, 304102004, 305122042, 305200009, 305201037, 305201038, 305201041, 305201042 Excluded parcels in Lake County: 1532300003, 1532300006, 1532309001, 1532400007, 1532400008, 1532405001, 1533300104, 1533300105, 1533300106, 1533301076, 1533303001, 1533304028, 1533304029, 1533304088, 1532300007, 1532400021, 1533404155 Exhibit 0 REGISTERED REGISTERED No. $ ---------------- --------------------- UNITED STATES oi�AMERICA STATE OF ILLINOIS COUNTIES oi� LAKE AND COOK VILLAGE oi�BuFFALO GROVE [TAXABLE] TiiIRD LIENTAX INCREMENT REVENUE NOTE, SERIEs 20L----I (BuFFALO GROVE LAKE COOK ROAD PROJECT)) Interest Final Maturity Dated Rate: % Date: i 20 Date: 120 ------------------ -------------------------- ..... ---------------------------- ..... Registered Owner: Principal Amount: KNOw Ai,E PERSONs By THESE PRESENT'S that the Village of Buffalo Grove, Lake and Cook Counties, Illinois, a municipality, home rule unit and political subdivision of the State of Illinois (the 'Tillage"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on or before the Maturity Date identified above, but solely from the sources hereinafter identified, the Outstanding Principal Amount of this Note in accordance with that certain Ordinance adopted by the President and Board ofTrustees of the Village (the "Corj)orale Aulhorilies") on the 20th day of June, 2022, as supplemented by a related Note Order (the "Nole Ordincince"), and that Redevelopment Agreement, dated .......................... 2022 (the "RedeveloPmew Agreemenl"), by, between and among the Village and IMK.D 5 LLC, a Delaware limited liability company (the "Reoil Develoj)er"), and BGA Residential, LLC, a Delaware limited liability company, and interest on such Outstanding Principal Amount at the Interest Rate set forth above (computed on the basis of a 360--day year of twelve 30--day months). Principal and interest on this Note is payable from amounts on deposit in the Third Lien Note and Interest Account created pursuant to the Note Ordinance(the 'Tillage Tunds "). Interest on the Note is due semi-annually on each January I and July 1, commencing ................................. 20..... (each an "Inleresl Pqymenl DWe"). Principal of the Note is payable on January I of each year(each a 'Trincij)cd Pqymenl Dwe"), Interest when due shall be paid from the later of the Dated Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of the Note is paid or duly provided for, from theThird Lien Note and Interest Account. Payments shall first be applied first to interest then due, second to interest past due, third to payments of principal past due, and fourth to payments of principal then due. The principal of this Note shall be payable by check of draft in lawful money of the United States of America upon presentation at the principal office maintained for the purpose by the Treasurer of the Village, as note registrar and paying agent (the "Nole RegrisIrcir"). Interest on this Note shall be paid to the Registered Owner hereof as shown on the registration books of the Village maintained by the Note Registrar(the "Regisler") at the close of business on the 15th day of the month next preceding the Interest Payment Date. Interest hereon shall be paid by check or draft of the Note Registrar, payable upon presentation thereof in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on the Register or at such other address furnished to the Note Registrar in writing or as directed by such Registered Owner, all as provided in the Note Ordinance. The Registered Owner of this Note shall note on the payment attached hereto as Exhibil A (the "I'qymenl Record") the amount and the date of any payment of the principal of this Note promptly upon receipt of such payment. In the event of any inconsistency between such Payment Record and the records of the Village, the records of the Village shall control, absent manifest error. This Note is issued pursuant to Division 74.4 of Article I I of the Illinois Municipal Code (the "TITAcl"), and all laws amendatory thereof and supplemental thereto, and specifically as supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus -2- Bond Acts, as amended and as supplemented, and, where necessary, superseded,by the home rule powers of the Village under Section 6 of Article VII of the 1970 Constitution of Illinois, and the principal of and interest, and premium, if any, hereon are payable solely and only from the Village Funds on deposit in the'Third Lien Note and Interest Account,all in accordance with the provisions of the Note Ordinance and the Redevelopment Agreement. This Note is being issued for the purposes of paying or reimbursing the Retail Developer for certain eligible Redevelopment Prcj ect Costs as described in the Redevelopment Agreement and as authorized by the TIF Act it has incurred in acquiring or constructing the Project (as defined in the Redevelopment Agreement). The cost of such acquisition or construction shall be deemed to be a disbursement of the proceeds of this Note. This Note, together with the interest thereon, is a limited obligation of the Village, payable solely from the Village Funds on deposit in the 'Third Lien Note and Interest Account as defined and described in the Note Ordinance and the Redevelopment Agreement. For the prompt payment of this Note, both principal and interest, as aforesaid, such Village Funds are hereby irrevocably pledged. Tms NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE WITHIN TIIE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, No HOLDER OFTHIS NOTE SHALL HAVETHE RIGHTTO COMPELTHE EXERCISE OF ANYTAXING POWER OFTHE VIEEAGE FOR PAYMENT OF PRINCIPAL HEREOF OR INTERESTHEREON. FAILURETO PAY WHEN DUE ANY INSTALLMENT OF INTEREST OR ANY AMOUNT OF OUTSTANDING PRINCIPM, AmouNT DUE TO INSUFFICIENCY OF THE VILLAGE FuNDS ON DEPOSIT IN THE 'DuRD LIEN NOTE AND INTEREST AccouNT,WHETHER ATSTATED MATURHY,FINAL MATURITY OR OTHERWISE, SHALL IN NO EVENT BE DEEMEDTO BE AN EVENTOF DEFAULTON 't'ms NOTE UNLESS CAUSED BY A DEFAULTBYTIIE VILLAGE UNDERTHE REDEVELOPMENT AGREEMENT. J- The Note Ordinance and the Redevelopment Agreement authorize the issuance of a First Lien Note and a Second Lien Note (each as defined in the Note Ordinance) payable from the Village Funds with a lien senior to the lien of the Note on the Village Funds as further described in the Note Ordinance. The First Lien Note is payable solely from Village Funds on hand in the First Lien Note and Interest Account(as defined in the Note Ordinance), and the Second Lien Note is payable solely from Village Funds on hand in the Second Lien Note and Interest Account (as defined in the Note Ordinance). The holders of the First Lien Note and the Second Lien Note will not have any claim for payment from any moneys on hand in the Third Lien Note and Interest Account. This Note is subject to redemption prior to maturity, at the option of the Village, in whole or in part, from any available funds, on any date at the redemption price of par plus accrued interest to the date fixed for redemption, and as further provided in the Note Ordinance. Notice of any such redemption shall be sent by registered or certified mail not less than twenty (20) days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of this Note at the address shown on the registration books of the Village maintained by the Registrar or at such other address as is furnished in writing by such Registered Owner to the Registrar. This Note may only assigned, offered, sold, pledged or otherwise transferred as set forth in the Redevelopment Agreement. Upon surrender hereof at the principal office maintained for the purpose by the Note Registrar, accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the Note Registrar shall register this Note in the name of the new Registered Owner on the registration grid provided herein, and shall also enter the name and address of the new registered owner in the Register. 4- The person in whose name this Note is registered on the Register shall be deemed and regarded as the absolute owner hereof for all purposes, and payment of the principal of or interest hereon shall be made only to or upon the order of the Registered Owner hereof or the owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid. It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Note did exist, have happened, been done and performed in regular and due form and time as required by law, that Village hereby covenants and agrees that it has made provision for the segregation of the Village Funds and that it will properly account for said taxes and will comply with all the covenants of and maintain the funds and accounts as provided by the Note Ordinance and the Redevelopment Agreement. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. -5- IN WITNESS WHEREOF the Village of Buffalo Grove, Lake and Cook Counties, Illinois,has caused this Note to be signed by the manual or duly authorized facsimile signatures of its President and Village Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof. ----------------------------------------------------------------------------------- President, Village of Buffalo Grove, Lake and Cook Counties, Illinois Attest: --------------------------------------------------------------------------------------------- Village Clerk, Village of Buffalo Grove Lake and Cook Counties, Illinois (SEAL) Date of Authentication: CERTIFICATE Note Registrar and Paying Agent: OF Village Treasurer AuTHENTICATION Village of Buffalo Grove, Illinois This Note is the Note described in the within-mentioned Note Ordinance and is the [Taxable] 'Third Lien 'Tax Increment Revenue Note, Series 20.....(Buffalo Grove Lake Cook Road Project), of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. VILLAGETREASURER,as Note Registrar By---------------------------------------------------------------------------------- Village Treasurer, Village of Buffalo Grove, Lake and Cook Counties, Illinois AssiGNMENT FoR VALUE RECEIVED, the undersigned sells, assigns and transfers unto ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint -------------------------------------------------- as attorney to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: ----------------------------------------------------------------- No'nCE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. J- Eximu'r A [PAYMENI'RECORD -8- Exhibit P SUMMARY OF PROJECT COST COST I,and $ 23,950,000 Sitework 7,474,166 Building Shell 12,618,336 Tenant Finish 4,049,720 Governmental Fees 859,872 Architectural/Engineering 1,146,020 I,egal and Closing 1,000,000 I,oan Fees 218,000 Construction Interest 821,971 Property Taxes 200,000 I,easing Commissions �,668,622 Insurance 40,000 Development Fees 1,580,077 TOTAL PROJECT COST S 55,626,784 Section 7.4: 1:g�.alProe�cf.Cosl.�Coiu I�iancc. At the time ofissuance ofa Certificate of'Substantial Completion-Retail and the Third Uen Note,the Retail Developer shall provide supporting documentation to the Village including,but not limited to,certified records of project costs such as an owner's sworn statement. If these records indicate that the Retail Developer's total project costs were less than originally contemplated at the time of approval of this Agreement and as specified in this Exhibit,the face amount of the Third Uen Note shall be reduced,in the Village's sole discretion,by an amount equal to fifty percent(50%)ofthe difference between the total amount in this Exhibit and the actual project costs EXHIBITQ Annual InflLationarl EAV b PIN Lake County Onl3) I F-er,B-EAV Current EAV N ........ ..�. 8 2 22___--LO2 ___--LO24 ___LL 2026 202� 2028 2029 2030 2031 2032 2033 2034 2035 2036 203 2038 2039 2040 2041 2042 2043 15 32 308 001 1606,408 T 56 1,230 T 5�2,455 T583,904 T595,582 T60�,493 T61 9,643 T632,036 T644,6 T65�,5 M SE,M,�22 T684,136 T69�,81 9 T�11,��5 T�26,0 11 T W,531 T�55,342 T �0,44 9 T�85,85� T801,5�5 T81�,606 T833,958 T850,63� T86�,650 T T T T 15 32 308 002 T 1,568,358 T 1,354,1�8 S1,381,262 T1,408,88� T1,43�,065 T 1,465,806 T 1,495,122 T 1,525,024 T 1,555,525 T 1,586,635 T 1,6 18,368 T,1,650,�35 T 1,683,�50 Tl,�l�,425 1, 51,�4 1, 86,809 1,822, 45 ,1,8 8,9 9E' T1,896,11�6 T1,934,�00 Tl,W2,�82 T2,01 2,23 T2,052,482 T2,09��,,532 T 15 32 308 004 T 59,4 3 5 T El 1,�1 El T62,950 T64,209 T65,494 T66,803 T68,139 T69,502 T M,892 T�2,3 10 T�3,�56 T�5,231 T�6'�36 T�8,2�l T�9,836 T81,43 3 T83,062 T,84,�23 T86,4 � '88,46 T89,909 T91,M T93,541 T9 412 15 32 308 OW T2,281,962 Tl,�39,003 T1,809,259 T1,845,444 T1,882,353 T 1,920,000 T 1,958,400 T 1,99�,568 T2,03�,519 T2,0�8,2M T2,119,835 T2,162,232 T2,205,VE, T2,249,586 T2,294,5�8 T2,340,469 T2,38�,2�8 T2,435,024 T2,483,�25 T2,53 3,399 T2,584,06 T2,635,�48 T2,688,463 15 32 308 OW T44�,423 T464,603 TV3,895 T483,3�3 T493,040 T502,901 T 512,9 59 T 52 3,218 T533,683 T544,356 T555,244 T566,348 T5 T589,229 T601,014 T61 3,034 T625,294 T63�,800 T650,556 T663,56� TE,�6,839 T690,3�6 T�04,1 83 T�l 8,26� 15 32 308 018 T 396,924 T245,�88 T250,M4 T255,�l 8 T,260,832 T266,049 T2�1,3�O T2�6,�9� T282,33 3 T28�,980 T293,�39 T299,6 14 T305,606 T31 1,�l 9 T31�,953 T324,312 T330,M T33�,414 T 344,163 T 3 51,046 T 3 58,06� T365,228 T 3�2,5 3 3 T,3�9,983 15 32 308 019 T 1,092,0 50 T 1,13 3,982 T 1,156,662 T 1,1�9,�95 T 1,20 3,3 91 T 1,22�,459 T 1,2 52,008 T 1,2��,048 T 1,302,589 T 1,328,641 T 1,3 55,213 T 1,3 82,3 18 T 1,409,964 T 1,43 8,16 3 T 1,466,92� T 1,496,265 T 1,526,190 T 1,556,�14 T 1,58�,849 T 1,6 19,606 T 1,651,998 T 1,685,038 T 1,�18,�38 T,1,�53,113 15 32 308 020 T4�3,998 T 300,40� T 306,415 T 3 12,54 3 T 3 18,�94 T325,1�O T 33 1,6�4 T 338,30� T345,0�3 T3 51,9�5 T 359,014 T 366,194 T,3�3,51 8 T380,989 T 388,608 T 396,381 T404,308 T412,394 T420,642 T429,055 T43�,636 T446,389 T455,31� T464,423 15 32 308 021 T84,355 T8�,594 T89,346 T91,133 T92,955 T 94,815 T 96,�11 T,98,645 T 10 0,6 18 T 10 2,6 3 0 T 104,68 3 T,106,�� T 108,912 T 111,090 T 113,312 Sl 15,5�8 T 11�,890 T 120,248 T 122,653 Sl 25,106 T 12�,608 T 130,160 T 132,�63 Sl 35,419 15 32 310 003 T 1,042 T 1,082 T 1,104 T 1,126 T 1,148 Ti'l�l T 1,195 T 1,219 T 1,243 T 1,268 T 1,293 T 1,3 19 T 1,345 T 1,3�2 T 1,400 T 1,428 T 1,456 T 1,485 T 1,515 T 1,545 T 1,5�6 T 1,608 T 1,640 T 1,6�3 15 32 310 004 T 1,042 T 1,082 T 1,104 T 1,126 T 1,148 Ti'l�l T 1,195 T 1,219 T 1,243 T 1,268 T 1,293 T 1,3 19 T 1,345 T 1,3�2 T 1,400 T 1,428 T 1,456 T 1,485 T 1,515 T 1,545 T 1,5�6 T 1,608 T 1,640 T 1,6�3 15 33 301 039 T 502,926 T 522,23� T 532,682 T543,33 5 T554,202 T 565,286 T 5�6,592 T 588,124 T599,886 TE,11,884 T624,1 22 T636,604 T649,336 T662,323 TE,�5,569 T689,081 T M2,862 T�16,919 T�31,258 T�45,883 T�60,801 T,��6,0 1� T�91,53� T80�,368 15 33 301 W� T426,630 T44 3,013 T451,8�3 T460,91 1 T4�0,129 T4�9,532 T489,1 22 T498,905 T508,883 T519,060 T 529,442 T 540,030 T550,831 T561,848 T 5�3,085 T,584,546 T596,23� T608,162 T620,325 T632,�32 T645,386 T658,294 T6�1,460 T684,889 15 33 301 1�5 T 344,�09 T 362,5�8 T,369,830 T 3��,226 T 3 84,��1 T 392,466 T 400,3 15 T408,322 T4 16,488 T424,81 8 T43 3,3 14 T44 1,981 T450,820 T459,83 T469,033 TV8,414 T48�,982 T4W,�42 T50�,EW T51�,851 T528,208 T,538,��2 T549,5V T560,538 15 33 301 1�8 T3�3,5�2 T98�,633 T1,00�,386 T,1,02�,533 T 1,048,084 T 1,069,046 T 1,090,42� T 1,112,23 5 T 1,134,480 T 1,15�,169 T 1,180,3 13 T 1,203,919 T 1,22�,99� T 1,252,55 T 1,2��,609 T 1,303,161 T 1,329,224 T 1,3 55,808 T 1,382,925 T 1,410,583 T 1,438,�95 T 1,46�,5�1 T 1,496,922 T 1,526,861 15 33 301 1�9 T 1,541,385 T 1,030,208 T 1,050,812 Tl,W1,828 T1,093,265 T 1,115,130 T 1,13�,433 T 1,160,182 T1,183,385 T1,20�,053 T 1,231,194 T 1,255,818 T1,280,934 T1,306,553 T 1,332,684 T 1,359,338 T1,386,524 T1,41 4,255 T 1,442,540 T 1,4�1,391 T 1,500,819 T 1,530,835 T 1,561,452 T 1,592,681 15 33 302 013 T��,M5 T�8,196 T�9,�60 T81,3 55 T82,982 T84,642 T86,33 5 T88,061 T89,823 T9 1,6 19 T93,451 T95,320 T9�,22� T99,1�l T101,155 T103,1�8 T105,242 T1W,346 T 109,49 3 Tl 11,683 T 113,91� T 116,195 T 118,519 T 120,889 15 33 302 014 T93,119 T84,696 T86,390 T88,118 T89,880 T 9 1,6�8 T 93,511 T95,381 T9�,289 T99,235 T 101,220 Sl 03,244 T 10 5,3 09 T 10�,415 T 109,56 3 Sl 11,�55 T 113,990 T 116,269 T 118,59 5 T 120,96� T 12 3,3 86 T 12 5,8 54 T 128,3�1 T 130,93 8 15 33 302 015 T�6,206 T��,558 T,�9,1 09 T80,691 T82,305 T83,951 T85,630 T,8�,343 T89,090 T90,8�2 T92,689 T94,543 T96,434 T98,362 T 100,330 T 102,336 T 104,383 T 106,4�l T 108,600 T 110,��2 T 112,98� T 115,24� Tl 1�,552 T 119,90 3 15 33 304 001 T R�95 T�4,553 T�6,044 T��,565 T�9,1 1 El T80,699 T82,313 T83,959 T85,638 T8�,3 51 T89,098 T90,880 T92,69� T94,551 T96,44 2 T98,3�1 T 100,3 39 T 102,345 T 104,392 T 106,480 T 108,6 10 T 110,�82 T 112,99� T 115,25� 15 33 304 003 T 1,032 T l'O�l T 1,092 T 1,114 T 1,13� T 1,159 T 1,182 T 1,206 T 1,230 T 1,255 T 1,280 T 1,306 T 1,332 T 1,358 T 1,385 T 1,413 T 1,441 T 1,4 M T 1,500 T 1,530 T 1,560 T 1,591 T 1,623 T 1,656 15 33 304 114 T 160 T 166 T 169 Ti�3 Ti�6 T 180 T 183 T 18� T 191 T 194 T 198 T202 T206 T211 T215 T21 9 T223 T228 T232 T23� T242 T2V T252 T25� 15 33 304 115 T526,526 T546,�43 T55�,6�8 T568,831 T580,208 T 591,812 T603,648 T 6 15,�21 T628,036 T640,59� T653,408 T666,4�� TE,�9,806 T693,402 T�O�,2�O T�21,4 16 T�3 5,844 T�50,56 1 T�65,5�2 T W,884 T�96,501 T812,431 T828,680 T,845,254 15 33 304 11� T243,006 T252,3 39 T25�,386 T262,53 3 T26�,�84 T2�3,1 40 T2�8,603 T284,1�5 T289,858 T295,655 T 301,568 T 30�,600 T3 13,�52 T 3 20,02� T 326,42� T 3 3 2,9 56 T,3 3 9,6 15 T 3 46,40� T 3 5 3,3 3 6 T 3 6 0,4 02 T 3 6�,6 10 T3�4,962 T 3 8 2,4 62 T390,1 11 15 33 304 16 1 T 1,0 3 5,01� T 9 80,5�5 T 1,00 0,18� T 1,02 0,190 T 1,04 0,5 94 T 1,0 6 1,40 6 T 1,082,634 T 1,104,28� T 1,126,3�2 T 1,148,900 Tl,l�1,8�8 T1,195,315 T1,219,222 T1,243,606 T1,268,V8 T 1,293,848 T 1,319,�25 T1,346,1 19 T 1,3�3,042 T 1,400,503 T 1,428,513 T 1,45�,083 T 1,486,225 T 1,515,949 15 33 304 164 T264,038 T2�4,1�� T2�9,661 T285,254 T290,959 T296,��8 T302,�14 T308,�68 T 3 14,94 3 T321,242 T32�,66� T334,220 T340,905 T3V,�23 T,354,6�� T361,M T369,006 T3�6,386 T383,914 T391,592 T399,424 T4W,413 T415,561 T 42 3,8�21 15 33 304 165 T61 1,866 T5�6,948 T 588,48� T600,25� TE,12,262 T624,50� T636,99� T649,�3� T662,�32 TE,�5,98� T689,506 T�03,296 T�1�,362 T�3 1,�l 0 T W,,344 T�61,2�l T��6,496 T�92,026 T80�,866 T824,024 T840,504 T85�,31 4 T8�4 461 T891 9501 15 33 304 212 T251,020 T260,659 T265,8�2 T2�1,190 T2�6,61 3 T282,1 46 T,28�,�89 T293,544 T299,415 T305,404 T 311,512 T 31�,�42 T 3 24,09� T 3 30,5�9 T 3 3�,190 T 34 3,9 34 T 3 50,813 T 3 5�,82 9 T 3 64,9 86 T 3�2,2 8 5 T3�9,�31 T38�,326 T395'0�2 T402'9.4 15 33 304 223 T 13 1,632 T 136,68� T 139,421 T 142,209 T 145,05 3 T 14�,9 54 T 150,913 T 153,932 T 15�,Ol 0 T 160,151 T 163,3 54 T 166,621 T 169,953 Tl�3,352 T 1�6,819 T 180,3 56 T 183,96 3 T 18�,642 T,191,3 95 T 19 5,223 T 199,12� T203,1 10 T20�,1�2 T21113 15 15 33 305 002................T22�,289....T222-��9...T226,82 T2�1,36�...T2H,990 S240,M S245,524...T250,435...T255,444 S260552 S265,�6�...T2�1,M...T2�6500...T282,030...T28�,E,�l....T,29�,4 24...T299,29�...T305,2�9...T 311,3 84...13 1�,E,12...T32�,964...T 3 K,44 3...T 3��,o 52...T,3 4 3,�9 3 11 A,,,,ume,,2%annual[nflat[onai v cap EXHIBITQ Annual Inflationa �N� �CP 3 CP4 CP 5 0�6 CP 7 CP 8 CP 9 0 3 0 K3 1 M3� K33 K34 K35 K36 M37 M38 M39 K40 K4 1 �CW K43 044 15 3�3 08 00 1 $0 $0 $0 $0 $IN $1�46 V 414 $3 604 $4818 $6 057 $7 3K $8 609 $9 W3 $11�64 $P 63� $14 CP 6 $15 449 $16 900 $18381 $19 890 V 1 431 V3 00 1 V4 604 15 3�3 08 ON $0 $0 $0 $0 $0 $0 $0 $0 $1 7�1 $4 7 0 $7 758 $10 868 $14 039 $17�74 VO 574 V3 939 V7 37� $30 874 $34445 $38 088 $41 804 $45 594 $49 460 15 3�308 004 V 15 $33 1 $450 $571 $694 WO $948 $1 079 $1�13 $1 349 $1 488 $1 6�9 $1 774 $1 W 1 V 07� V��5 V 3K $�541 V 704 V 870 $3 039 $3�P $3 388 15 3�3 08 007 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1 188 $5 5 0 $9 919 $14 415 $19 ON V3 680 V8 45� $33 319 $38�84 15 3�308 0 17 $1 618 V 493 $3 386 $4�96 $5��5 $6 17� $7 138 $8 P4 $9 P9 $10 154 $11 MO $P H7 $13 355 $14465 $15 597 $16 75� $17 930 $19 131 VO 356 VI 606 W 881 V4 181 V5 508 15 3�308 018 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 15 3�308 0 19 $3 949 $6 085 $8�64 $0 486 $P 753 $15 065 $17 4�3 $19 K8 W�K V4 785 V7 337 V9 941 W 597 $35 306 $38 069 $40 887 $43 76� $46 694 $49 685 W 735 $55 847 $59 N 1 W�58 15 3�308 NO $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 15 3�308 CP 1 $305 $470 $638 $8 0 $985 $1 164 $1 346 $1 53� $1 7�1 $1 914 V 1 P V 3 13 V 518 V 7�7 V 941 $3 158 $3 380 $3 607 $3 838 $4 074 $4314 $4559 $4 809 15 3�3 0 003 $4 $6 $8 $0 $P $14 $17 $19 V 1 V4 V6 V9 $31 $34 $36 $39 W $45 $47 $50 $53 $56 $59 15 3�3 0 004 $4 $6 $8 $0 $P $14 $17 $19 V 1 V4 V6 V9 $31 $34 $36 $39 W $45 $47 $50 $53 $56 $59 15 33 30 1 039 $1819 V 8CP $3 806 $4 K9 $5 873 $6 938 $8 N4 $9 13� $0 H� $11 414 $P 590 $13 789 $15 0 P $16�59 $17 53� $18 830 VC)154 Vi 504 W 8K V4�86 V5 719 V7 181 V8 67� 15 33 301 077 $1 543 V 377 $3��9 $4 097 $4 9K $5 885 $6 807 $7 746 $8 705 $9 683 $10 680 $11 697 $P 735 $13 793 $14 87� $15 973 $17 097 $18�4� $19 4 0 VO 6CP Vi 818 V3 058 V4 3�3 15 33 30 1 175 $1 683 V 366 $3 06� $3 773 $4498 $5�37 $5991 $6 760 $7 545 $8 345 $9 161 $9993 $0 843 $11 709 $P 5W $13 493 $14413 $15 35o $16 306 $17�K $18�77 $19�W VO 3�7 15 33 30 1 178 $57 83� $59 6W $6 1 590 $63 5�5 $65499 $67 5 13 $69 567 $71 66� $73 799 $75 978 $78 K 1 $80 469 $K 7K $85 141 $87 548 $90 003 $W 506 $95 060 $97 665 $00 3�� $03 03� $05 796 $08 616 15 33 30 1 179 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1 890 $4 831 15 33 3CP 0 13 $46 $194 $344 $497 $653 $813 $975 $1 141 $1 3 0 $1 483 $1 659 $1 839 V CW V M8 V 399 V 593 V 7W $�994 $3 MO $3 4 0 $3 6�5 $3 844 $4 067 15 33 3CP 0 14 $0 $0 $0 $0 $0 $37 V 13 $393 $576 $763 $954 $1 148 $1 346 $1 549 $1 755 $1 966 V 180 $�399 V 6�3 V 851 $3 083 $3 3K $3 56� 15 33 3CP 0 15 $P7 V73 W� $574 W9 $888 $1 049 $1�13 $1 381 $1 55� $1 7�7 $1 905 V 087 V�7� V 461 V 654 V 850 $3 o5 1 $3�55 $3 464 $3 677 $3 894 $4 115 15 33 304 00 1 V 60 $400 $543 $690 $839 $991 $1 146 $1 304 $1 465 $1 630 $1 797 $1 969 V 143 V 3�1 V 503 V 688 V 877 $3 070 $3�67 $3 467 $3 67� $3 880 $4 093 15 33 304 003 $4 $6 $8 $0 $P $14 $16 $19 V 1 V3 V6 V8 $31 $33 $36 $39 $41 $44 $47 $50 $53 $56 $59 15 33 304 114 $1, $1, $1, V V V $3 $3 $3 $4 $4 $4 $5 $5 $6 $6 $6 $7 $7 $8 $8 $9 $9 15 33 304 115 $1904 V 934 $3 984 $5 056 $6 149 $7 H3 $8 400 $9 560 $0 743 $11 950 $13 180 $14436 $15 716 $17 CW $18 355 $19713 V 1 099 $��5 13 V3 955 V5 4H V6 W6 V8 457 $30 0 18 15 33 304 117 $879 $1 354 $1839 V 334 V 838 $3 35� $3 877 $4413 $4958 $5 5 15 $6 083 $6 663 $7�54 $7857 $8 471 $9 099 $9738 $lo 391 $11 056 $11 735 $P 4�8 $13 134 $13 854 15 33 304 161 $0 $0 $0 W5 $�485 $4485 $6 5�4 $8 604 $0 7�5 $P 889 $15 097 $17 348 $19 645 V 1 987 V4 376 V6 814 V9�99 $31 835 $34 4�1 $37 059 $39 750 W 494 $45�94 15 33 304 164 $955 $1 471 $1998 V 535 $3 083 $3 64� $4�13 $4794 $5 387 $5 993 $6 610 $7�39 $7 881 $8 536 $9 K4 $9 886 $0 581 $11�qo $P 0 13 $P 751 $13 503 $14�70 $15 053 15 33 304 165 $0 $0 $0 $37 $1 191 V 367 $3 567 $4791 $6 039 $7 3 P $8 611 $9936 $11�87 $P 665 $14 07 1 $15 505 $16967 $18459 $19981 V 1 533 V3 116 V4 73 1 V6 378 15 33 304�P $908 $1 399 $1900 V 410 V 93 1 $3 463 $4 005 $4558 $5 W $5 697 $6�84 $6 8K $7493 $8 115 $8751 $9 398 $0 059 $0 733 $11 4�1 $P W $P 837 �I'567 14 111 15 33 304��3 $476 $734 $996 $1 H4 $1 537 $1816 V 00 V 390 V 686 V 988 $3�95 $3 609 $3 W9 W56 $4589 $4 W8 $5�75 $5 6�8 $5 989 $6 357 $6 73� $/114 15 33 305 ON $0 $333 $760 $1 196 $1 641 V 094 V 557 $3 CP8 $3 509 $4 000 $4 50 1 $5 0 11 $5 53� $6 063 $6 605 $7 158 $7 7�� $8�97 $8 883 $9 4K $0 OW $0 7 14 Tot�fl Gmss Revenue $74,530' $85,727 $97,236 $109,537 $124,726 $141,295 $158,335 $175,715 $195,164 $216,235 $237,727 $259,650' $282,010 $304,818 $329,270 $357,322 $385,934 $415,119 $444,887 $475,251 $506,222 $539,702 $574 rotal Net RevenLpe_[l]_____$70,804....$&1,441....$92,374...$104,060....$VI 8,481)...$134,230...$150,4- $166,929...$185,406...$205,423...$225,841...$246,667....$267,910 --$281),577_____$312,807...$339,456...$366,637...$394,363...$422,643....$451,488....$480,9 Yl...$512,717... I I'I ota I Net Revenue af�ei )%Adm in F ee E x hibit R MM, 7P A/i AJ 41; 4m IIN �;,7,7 9C M . ... ....... 5"JI-,i"T", 'j cis Post Office Parking Area Notes 1 The Village will use its best efforts to work with the Post Office to provide additional off-site parking in the area shown. 2. Additional areas that may also be considered, subject to a separate agreement and approval, include: i. Buffalo Grove Park District Community Arts Center i i. Village of Buffalo Grove Village Hall ELM Av S4 ",4` 4� Y/,iiiii, A ag 'NRI,,� I /* 'C' xOr W r g, f,gf All /A 0 "k, .......... k, T", o M* f W, j 4 �,A A51 00i "k, Zf ""P J A, Aa/ "A z/ A /A 7, '711�� 'y Qx _,f4 JR, ze 'f '4........... A/ 0, 4", /0", W111 Z p IiM, V nn"'n-, kf 7,7 77/ KL 177, A, A __11F�,!=�'1`777`777` M� '7 ep Z v/ "A p P P", w 11P bp� j "All 7, T, T`/,/� "i 4- V, /. . ........... N, Yy ... ..... .._ //gp W, e�� "J '41 'n "NP v A ........./ '/or ell1f, fff" d" PIC" 1,9 "j, 01 f . ........ . ..... 7 IY VON 4, -A, . ................ .......... j A a '7/' &1 R 1 j,"',"'////,,, 'A A ly// 0 pz ZOO ax" p, r x1 p Of A 411 w Y' "A % ",ff, 7, k, _7 f L al F A A A Pf, R"mf A A ",x '14 7/0/ '42, s w/ `/P /2 $ f A/ vc A, h 0 ti f g '1,04 Vg/' g Sam al, 'd k I p1l, 4 6� A 7'� ...... f,4 A V, p j i�/, AM I 1A, "7 A" 5,1, k/ N ,pp� p w 'Ne I P1 I f" 1,�, "", . ....... f N", g 'Z, e,fl, A,�................ x �k, 01 J, Q; Va// /k elk 'a ow A AN "0/ w f V v 9 �w 1W, AIR "ra I "An"', f 7 W111" 11� '11,11, _// I t U g7, �,g p 11 WWI x//� ;A/ /w f r z R, 711 d/All Rg�4 `C ml i,,A , A C d/ f /11?�/`"I "1 5 11/11, , r"'Y", ", , , ," `,�, " I " , ""I'll" ,2w S, 'wg �,e,,', A k/ 1711....... g 'N, x, If f F ms" �P4-7 --------------------- ... ...... A f OW J,f.. ..... '207 Al "'0 0 f m41, lk, 'f,/, "A 'M, C// al NOTES 7� q 'f A j 'N 1, 01 EXISTING BOWLERO /wrq /Ag"j"; 0 77"' As /g, AZ MIAMI` A ............. 54,000 Square Feet j im'7_�,777 'A -7 7 77 "./p, "s/45 7 4/,ift, 0 MIA NEW �11'777 ME/11, 0� M11 VF/ W/Fll e Z GEXISTING COMMERCIAL BUILDING -Floor Retail w -17 22,600 SF Ground 4 F/ -11,400 SF Second Story Office/Services 4/ ............ pv m 00 f NOE, R AR"', /................... oPIPM..........-"/ ON, f "g/ .... ...... NEW DRIVE-THRU RESTAURANT 0- ............. ..... 7� kp m 00/// 01 Chick-Fil-A (5,400 Square Feet) 71 3 f�141 A/ eMM", M/ UT E M q/, ............. ..... ...... RO .. ....... Ni, J/ am r OW/ Al V` A r 5 F/ PARKING LOT SCREENING A/,// ........... 'JI a MR/l/ _41/m/d/Ow/f, gp Shrubs, Grasses, and Perennials /3 .......... �,/,/,/,/,//�////;;/,//............ @ Aw 0 DECORATIVE CROSSWALK NER, ......... A ................. 0 OUTDOOR DINING OPPORTUNITY In -------------- FR 01 A I E 1, T 1114 111111111�, C Ill OV1111111�11�11�1 K�E�N S �N GT_0 THE DEVEI 0�P�M�E�N 0 15' 30' 60' ....................... �PA�R TN�E�R S A AS E, 2 A A S 'T E, q A 4 CO 4 C E, 'T 4 0 q1T A C L 0" AVIE ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... G I�R,11111 0 U I�P,111111111 113 U 1� 1� A 11 0 G R 0 V 111 11 11NUS MAY11, 2022 (0 20i_?THE L AKOTA OROUP .......... 4 F/R/K .............. 04 Ginkgo biloba 'Princeton Sentry' Gymnocladus dioica Fagus sylvatica Quercus macrocarpa Tilia euchlor 'Redmond' Princeton Sentry Maidenhair Tree Kentucky Coffee Tree European Beech Bur Oak Redmond Linden V� 11114, 'U % 4� M 7., .............. Aronia melanocarpa Myrica pensylvanica Rhus aromatica 'Gro Low' Spirea betulifolia 'Tor' Syringa patula 'Ms. Kim' Viburnum prunifolium Glossy Black Chokeberry Bayberry Gro Low Sumac Birchleaf Spirea Ms. Kim Lilac Blackhaw Viburnum All .................................................................'I............................. F YN/1 I= XV9,111 Nw, Ur 3-, Juniperus chinensis 'Sea Green' Juniperus horizontalis Taxus media 'EverLow' Taxus media 'Hicksii' Thuja occidentalis 'Nigra' Sea Green Juniper 'Plumosa Compacta' Everlow Yew Hicks Yew American Arborvitae Youngstown Andorra Juniper ............ ...................... Y/00/// 12 f !Y m",/7, 6 12"k 4'r aw fpj- 31 0, Air OF Tov x, ��,,g�"g` Iwo V, T 1111111 MEMO Allium 'Summer Beauty' Deschampsia cespitosa Echinacea purpurea Hemerocallis Liatris spicata Nepeta x mussini Panicum virgaturn 'Shenandoah' Sporobolus heterolepsis Liriope spicata Waldsteinia ternata Summer Beauty Allium Tufted Hair Grass Purple Conef lower 'Little Wine Cup' 'Floristan White' 'Blue Wonder' Shenandoah Switch Grass Prairie Dropseed Lilyturf Barren Strawberry Little Wine Cup Daylily Blazing Star Blue Wonder Catmint H T 111H C III OV �K �N S I�N G 0�N K�E�N S �N G TO�N 11111111111111111111 �il �iiiiiiiiiiiijjjjjj 11111111111111111111 ... ................. lilt 1'i t�o, "/P11 1D V 1 0 1::::)�M 1:::7 1� DEVEI 0�P�M�E�N T 0 150' A AS E, 2 A AST E, q �� A 4 A 4 'T AAG E, S 1::::'A IR �N IR S �PA�R TN�E�R S ..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... IN U GLI�R,11111 0 U I�P,11111111 113 U 1� 1� A 11 0 G R 0 V 111 11 11NUS MAY11, 2022 A IP R.- 1� 11 29, 2022 (0 2 017 F I I E L A K 0 F A G R 0 U 1:1 6c�,2 017 T I�E I—A K D T A G R D U P if .. ....... �1111,ofpiu',rr "j,"01 I'll Mill, OUTDOOR DINING SPECIAL PAVING AND FURNITURE gF 10, F/4 ""Jif, JAIKA4 WA/ d Al Is Of jo 4! ,f Aw" 4 3 Wli *11,13p;x�"')" v ........(,,, OR q, )Wl W., V, "hij "fl, OW I/g, W& 1JR IV pp lw/ I........... I 'p,a,Yg T/ 5 I'm ........... ve", wl, 4", V z' �5&./%,, IV,IF 411 Kam!', ,,qlw� I pq f %, .5�q 44w )/)q"'W 'o 'o 111)WHOW111--wIll") AMR IN, MeI ME M 11I M) Mal kj "(00 ,j DRIVE—THRU/PARKING LOT SCREENING PARKING ISLAND PLANTING RETAIL/PARKING CONNECTIVITY 111111111 H E C I...0V E �K�E�N S I�N GTO THE is DEVE1 0�P�M�E�N A S A A S 4 c A A C I I A A G iiiiiiiiiiiiiiiiii PARTNERS L TV E ..... ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ B U F"FA 1 0 G R 0 V I I I I N 0 1 S IMAY 11, 2022 2 017 T I I E I-A K 0 T A G R 0 J P M ONES ,fillIll", Facade materials will include a combination of pain phenolic resin or fiber cement panels, and metal panels. Colors an' d,/,, ,,I,a,//, materials subject to change upon building design. .......... .......... ...... ................. ........... A . ........ NO jjj ..............)/ ............ ........ MON M%ou Add/ N,/,,,",/,,, 082,,,",,,,26 KENSINGTON W 0 L �P L-, P T t Ic v .............I P R REN PT ARCHffECH IRE P4115HIME EAPJ�15 c:zcmr�,AvAa_ A C')W IM ....... ... ......... ...... ........ pheno He, resfh'� materials subj lot .......... . ..... 4- 2-2 2 N,/,,,",/,,, It All, I KENSINGTON W 0, L �P L-, P T ARCHffECIWIRE c:=cnr,,AnAa,, ................. P R 0 P 0'/"//////,/", E D R E N 0 V A T' l 0 N C 0 N C E P T' IM WOW, ........... ,Is 4-If 2-2 2 N,/,,,",/,,, ()82,",,,,26 KENSINGTON W 0, L �P L-, P T c)w GROV�:: ARCHffECIURE c: 1 POPOIIS� ED RENOVAT' ION CONCEPT' Im Facade material Vgr@� phenolic resin or Is subject .............. A Im ............ 4- 2-2 2 N,/,,,",/,,, ()82,",`,,26 It All, KENSINGTON W 0, L �P L-, P T Z, A: PR ARCH,�rEC7 URE la P4,15HIME EARJ�15 c:=cnr,,An Aa- A C-I C"', C-I v C-'�� w REN PT Im Facade materials will include a combination of painfing/staining of existing masonry, phenolic resin or fiber cement panels, and metal painels. Colors and placement of -facade materials subject to change upon building desigin. ME ANd 11, .......... N,/,,,",/,,, ()82,",,,,26 KENSINGTON 1W 0 (,-o) L �P L-, P T ARCHffECIURE W I P R 0 P 0""", E D R E N 0 V AT' 10 N C 0 N C E P T' 4" IM VAN ORE iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilI CHICK—FIL—A PERSPECTIVE VIEW -4 05252, BUFFALO GROVE TOWN CENTER FSU, BUFFALO GROVE, IL 05/04/2022 �.'e5 m EXTERIOR FINISHES SCRIPT SIGN BR-B EC-1 BR-A ...... ........ PREFINISHED METAL COPING BRICKVENEER COLOR: MIDNIGHT BRONZE ALUMINIUM COLOR: SLATE GREY 1E SIZE: MODULAR CANOPIES CP-1 SCONSE LIGHTING Mg. ME101/1 /. cp-1) �R PREFINISHED METAL BRICKVENEER COLOR: DARK BRONZE COLOR: RIDGEMAR SIZE: MODULAR WEST ELEVATION 1/8" 1�-o. STOREFRONT COLOR: DARK BRONZE BR-B SCRIPT SIGN SCONSE LIGHTING EC-1 B'R-A ................ ... .. . ........... MEAL PICKUP CANOPY CP-1 .......... --- NEW SOUTH ELEVATION 1/8"= 1 @-0@@ CHICK-FIL-A ELEVATION 05252, BUFFALO GROVE TOWN CENTER FSU, BUFFALO GROVE, IL 05/04/2022 BR-B EC-1 EXTERIOR FINISHES ICON SIG N ------ ----- BR-A ...... PREFINISHED METAL COPING BRICKVIENEER COLOR: MIDNIGHT BRONZE COLOR: SLATE GREY SIZE: MODULAR ......... MEAL PICKUP CANOPY CP-1 SCONSE LIGHTING cp-l') JER-� PREFINISHED METAL BRICKVIENEER COLOR: RIDGEMAR COLOR: DARK BRONZE SIZE: MODULAR OEM L........ mommimm EAST ELEVATION 1/8" 1 1-0. STOREFRONT COLOR: DARK BRONZE BR-B SCRIPT SIGN EC-1 BR-A MEAL PICKUP CANOPY CP-1 UII q -------------------------------- NORTH ELEVATION 1/8" = 1 i-oll CHICK—FIL—A ELEVATIONS 05252, BUFFALO GROVE TOWN CENTER FSU, BUFFALO GROVE, IL 05/04/2022 �.'e5 m