Loading...
HomeMy WebLinkAboutRESOLUTION - 62-17 - 11/14/2017 - Agreement Annexation - Technology Park RESOLUTION NO. 62-17 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN ANNEXATION AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND THE DESIGNATED OWNERS OF PROPERTY TO BE ANNEXED TO THE VILLAGE WHEREAS, on November 14, 2017, a public hearing was held pursuant to Section 65 ILCS 5111-15.1 et. sec. of the Illinois Municipal Code to consider the approval of an Annexation Agreement between the Village of Elk Grove Village and the designated owners of property to be annexed to the Village; and WHEREAS, as a result of the testimony and evidence presented at said public hearing, the Mayor and Board of Trustees of the Village of Elk Grove Village find and believe it to be in the best interest of the Village that the Annexation Agreement between the Village and Owners be approved. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign an Annexation Agreement between the Village of Elk Grove Village and the designated owners which is attached hereto and made a part hereof and the Village Clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 1411 day of November 2017. APPROVED this 14th day of November 2017. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy,Village Clerk THIS DOCUMENT PREPARED BY EXECUTION AND AFTER RECORDING RETURN TO: Nicholas S. Peppers Storino, Ramello &Durkin 9501 West Devon Avenue Suite 800 Rosemont, Illinois 60018 This space reserved for Recorder's use only ANNEXATION AGREEMENT THIS ANNEXATION AGREEMENT (this "Agreement") is made and entered into as of this j day of /j�oy��,d0yL ' 2017 ("Effective Date"), by and between the VILLAGE OF ELK GROVE VILLAGE, an Illinois home rule municipal corporation located in Cook and DuPage Counties, Illinois (the "Village"), and PECORA FAMILY LIMITED PARTNERSHIP, AN ILLINOIS LIMITED PARTNERSHIP; CHICAGO TITLE LAND TRUST COMPANY, AS SUCCESSOR TRUSTEE TO FIRST OF AMERICA TRUST COMPANY AS TRUSTEE OF TRUST AGREEMENT DATED MARCH 29, 1991 AND KNOWN AS TRUST 4RV-011122; TIMOTHY A. BUSSE, INDEPENDENT EXECUTOR OF THE ESTATE OF ALLEN F. BUSSE, DECEASED; GREGORY C. BUTCHER AND MAUREEN P. BUTCHER; PHILLIP M. OLSZEWSKI; CHICAGO TITLE LAND TRUST COMPANY, A CORPORATION OF ILLINOIS, AS TRUSTEE UNDER A TRUST AGREEMENT DATED THE I 01 OF MAY, 2005, KNOWN AS TRUST NUMBER 1114256; MICHEL BALD; ROGER S. KIRCHWAY AND LAURA M. KIRCHWAY (collectively, the "Owner"), and BIG ACQUISITIONS, LLC, an Illinois limited liability company (the "Developer") (the Village, Owner and Developer are sometimes hereinafter collectively referred to as "Parties" and individually referred to as a"Party"). RECITALS A. The Owner is collectively the owner of record of approximately± eighty-six (86) acres of real property generally located in an area bounded by Higgins Road to the north and Oakton Street to the south, between Lively Boulevard and Stanley Street, and legally described on Exhibit A attached hereto (the "Property"). The Property is currently unincorporated but contiguous to the Village's corporate boundaries. B. The Developer proposes to own and develop the Property. 719115.8 C. The Property is currently vacant and/or improved with five (5) single-family homes to be demolished. D. The Property, along with the applicable portions of adjacent rights-of-way (to the extent, if at all, not already located within the corporate limits of the Village or of another municipality) is intended to be annexed to the Village pursuant to the provisions of Section 7-1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/7-1-1 et seq., and the Owner and Developer desire to annex the Property to the Village pursuant to Section 7-1-8 of the Illinois Municipal Code, 65 ILCS 5/7-1-8. E. The Developer intends, among other things, to develop and construct, in accordance with this Agreement and a Redevelopment Agreement set forth in Exhibit F, approximately (i) one million two hundred thousand (1,200,000) square feet of speculative and build-to-suit buildings and related improvements for industrial uses on approximately eighty- three (83) acres of the Property ("Industrial Development") and (ii) buildings and related improvements for commercial uses on two (2) lots on approximately three (3) acres of the Property ("Commercial Development"), as generally identified on the concept site plan attached hereto and made a part hereof as Exhibit B (the "Project Conceptual Site Plan") and which are collectively sometimes also referred to herein as the "Project." F. The Parties acknowledge that annexation of the Property to the Village and the development of the Project on the Property by the Developer will be compatible with and will further the planning objectives of the Village as a whole, will be of substantial benefit to the Village, will extend the corporate limits and jurisdiction of the Village, will permit orderly growth, planning and development of the Village, will increase the tax base of the Village, and will promote and enhance the general welfare of the Village and its residents. G. The Owner has filed with the Village Clerk proper annexation petitions pursuant to Section 7-1-8 of the Illinois Municipal Code, 65 ILCS 5/7-1-8, signed by the owners of record and requisite number of electors who reside on the Property, if any, constituting fifty-one (51%) percent. H. The Village has agreed to (i) annex the Property to the Village, (ii) approve the subdivision of the Property pursuant to a final one (1) lot plat of consolidation and an eight (8) lot preliminary plat of resubdivision of the Property, (iii) zone the Property as herein described, with certain variations, (iv) approve the necessary ordinances to establish a Tax Increment Financing ("TIF") District, and (v) enter into a TIF redevelopment agreement with the Developer, as further set forth in this Agreement, in order to facilitate the construction, operation, maintenance and enhancement of the Project on the Property. 1. Pursuant to the applicable provisions of the Illinois Municipal Code and in accordance with the Village's home rule powers, a proposed agreement similar in substance and in form to this Agreement was submitted to the Mayor and Board of Trustees of the Village (hereinafter collectively referred to as the "Village Corporate Authorities") and a public hearing by the Village Corporate Authorities was held on November 14, 2017, pursuant to notice, as provided by statute. 719115.8 2 J. Pursuant to notice, as required by statute and ordinance, a public hearing was held by the Village's Plan Commission on the requested annexation, zoning, variations and development of the Property on October 16, 2017, and the recommendations and findings of fact made by said body relative to such requests have been forwarded to the Village Corporate Authorities. K. The Village has determined that, under the Village's Zoning Ordinance as currently amended and in effect as of the date hereof (the "Zoning Ordinance"), the most appropriate zoning district classifications for the development of the Property pursuant to this Agreement are B-2 for the Commercial Development and 1-1 for the Industrial Development. L. All other and further notices (including, but not limited to, notices to local township, library and fire protection districts, as may be applicable), publications, procedures, public hearings and other matters attendant to the consideration and approval of this Agreement, the annexation of the Property, the zoning of the Property, and the development of the Property have been given, made, held and performed by the Village as required by Section 7-1-8 and Section 11-15.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/7-1-8 and 5/11-15.1-1 et seq., the Village's home rule powers and other applicable statutes, and all applicable ordinances, regulations and procedures of the Village. M. The Parties desire to set forth herein their agreements and understandings with respect to the coordinated use and development of the Property. N. The Village Corporate Authorities have duly considered all necessary petitions to enter into this Agreement, have considered the recommendations of the Village Plan Commission in connection with the proposed zoning and development of the Property with the Project and have further duly considered the terms and provisions of this Agreement and, by a resolution or ordinance duly adopted by a vote of at least two-thirds (2/3) of the Village Corporate Authorities then holding office, have authorized the Village Mayor to execute and the Village Clerk to attest to this Agreement on behalf of the Village. O. The Parties desire to enter into this Agreement pursuant to (i) Section l 1-15.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-15.1-1 et seq.; (ii) the Village's home rule powers (in particular with respect to any provisions hereof which may not be expressly authorized by the Illinois Municipal Code); (iii) Division 13 of Article 11 of the Illinois Municipal Code (65 ILCS 5/11-13-1 et seq.); (iv) the Village's police powers; and (v) other authority as may hereinafter be set forth. P. Each Party has materially altered its respective position in reliance upon the execution of this Agreement and the performance of its terms and provisions by the other Party. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements herein made, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 719115.8 3 1. Recitals. The Parties acknowledge that the statements and representations contained in the foregoing recitals are true and accurate and incorporate such recitals into this Agreement as if fully set forth in this Article 1. 2. Annexation of the Property. a. At the same meeting that the Village corporate authorities approve and execute this Agreement, unless determined by mutual agreement of the Parties, the Corporate Authorities of the Village shall proceed, subject to the terms and conditions set forth in this Agreement, to consider the question of annexing the Property to the Village and shall pass and approve an ordinance annexing the Property to the Village ("Annexing Ordinance"), and do all things necessary or appropriate to cause the Property to be validly annexed to the Village, including but not limited to execution of a plat of annexation; provided, however, that the effective date of the Annexation Ordinance shall be as provided in Section 2b below. All ordinances, plats, affidavits and other documents necessary to accomplish annexation shall be recorded by the Village at Developer's expense. b. The annexation of the Property shall occur on, but not before, the date (the "Annexation Effective Date") that is the date on which Developer closes on the acquisition of all of the Property and delivers within seventy-five (75) days after the Effective Date to the Village Clerk a fully executed notice of annexation (the "Notice of Annexation"). C. This Agreement in its entirety shall be null, void and of no force and effect unless the Property is validly annexed to the Village and the Approvals Ordinances (as defined and set forth in Section 3 below) are duly approved by the Village Corporate Authorities in accordance with and as contemplated by this Agreement at the times specified herein. No action shall be taken by the Village Corporate Authorities to annex the Property to the Village unless: (i) this Agreement has been fully executed by all Parties; (ii) the Village Corporate Authorities are prepared to immediately thereafter duly enact the Approvals Ordinances; and (iii) the Developer provides its Notice of Annexation as aforesaid. 3. Subdivision, Zoning, Variations, TIF and Redevelopment Agreement Approvals for the Property, Phasing and Development Standards. a. Subdivision Zoning Variations TIF and Redevelopment Agreement Approvals. At the same meeting of the Village Corporate Authorities at which this Agreement is approved and executed, the Village Corporate Authorities shall adopt the ordinances in form and content acceptable to and approved by Developer, as follows: (i) Annexing and rezoning the Property, to the I-1 Industrial District (the "14 District"), in the form attached hereto as Exhibit C (the "Annexation, Rezoning and Variations Ordinance"); (ii) Approving a final one (1) lot plat of subdivision, in the form attached hereto as Exhibit D ("Final Plat of Subdivision Resolution"); 719115.8 4 (iii) Approving a preliminary eight (8) lot plat of resubdivision, in the form attached hereto as Exhibit E ("Preliminary Plat of Resubdivision Resolution"); (iv) Approving a plat of vacation for William Street and Stanley Street and certain easements, in the form attached hereto as Exhibit F ("Vacation Ordinance"); (v) Approving the Higgins Corridor Redevelopment plan and project area and tax increment financing("TIF Ordinances") for the Property; (vi) Approving, pursuant to the TIF Ordinances, a mutually agreeable Redevelopment Agreement ("Redevelopment Agreement"), substantially in the form attached hereto as Exhibit G ("Redevelopment Agreement Ordinance"); (vii) The Annexation, Rezoning and Variation Ordinance, Final Plat of Subdivision Resolution, the Preliminary Plat of Resubdivision Resolution, Vacation Ordinance, TIF Ordinances and Redevelopment Agreement Ordinance are herein collectively the "Approval Ordinances"). Within thirty (30) days after the later of (i) the adoption of the Approval Ordinances, and (ii) the delivery by Developer to the Village of the Notice of Annexation, the Village shall amend the Village's Official Zoning Map to reflect the zoning and use of the Property as herein provided, under the I-1 Zoning District. Pursuant to the recommendation of the Village's Plan Commission at the October 16, 2017 public hearing and upon approval by the Village Board of the Final Plat of Subdivision for the approved Preliminary Plat of Resubdivision Ordinance, referenced in Section 3a(iii) above, the Village shall approve zoning the two (2) Commercial lots to B-2 under the Village's Zoning Ordinance and amend the Village's Official Zoning Map, accordingly, as provided for herein. The Village shall take all actions necessary to maintain the approvals provided by the Approvals Ordinance during the Term of this Agreement. The zoning district designation of the Property as set forth herein shall constitute a permanent zoning classification for the Property, unless the Owner or any successor owner applies for a change in zoning classification and the Village grants said application in accordance with applicable law, and shall remain in effect throughout the Term of this Agreement, and thereafter unless amended or revoked in the manner provided by law. b. Phasing. Developer, may, from time to time, elect to develop the Property, or portions thereof, in one or more phases (each individually a "Development Phase" or "Phase of Development" and collectively the "Development Phases" or "Phases of Development"). Each Development Phase shall comply with all provisions of this Agreement and applicable ordinances with respect to the provision of access, storm water management, sanitary sewer service, water and other applicable utilities. The Developer shall have the right to submit for approval a final plat of resubdivision (a "Final Resubdivision Plat" or the "Final Resubdivision Plats"), and final engineering plans (the "Final Engineering Plans"), in such Phases as Developer shall determine and shall not be required to submit and implement a single Final Resubdivision Plat or a single set of Final Engineering Plans for the entirety of the Property, except for Required Improvements, as outlined in the Redevelopment Agreement. 719115.8 5 Notwithstanding the provisions of the Subdivision Control Ordinance to the contrary, the requirements with respect to the time periods for subsequent submission of Final Resubdivision Plats and Final Engineering Plans following approval of the Preliminary Resubdivision Plat shall not be applicable to the Developer or to the development of the Property, nor shall there be any limits imposed upon Developer with respect to the number of Final Resubdivision Plats or sets of Final Engineering Plans for the Phases of the proposed development of the Property; provided that, upon the filing of a Final Resubdivision Plat for approval, the time limits for Village determination of approval shall be in conformance with the provisions of the Zoning Ordinance and the applicable provisions, if any, of the Village's Subdivision Code in effect as of the date hereof (the "Subdivision Code"), and applicable statutes. The corporate authorities agree, in conjunction with the Plan Commission recommendation, to approve Final Resubdivision Plats for the various phases of the proposed development, provided that each such Final Resubdivision Plat substantially conforms to the terms and provisions of this Agreement, the Preliminary Resubdivision Plats, the Zoning Ordinance, the Subdivision Code and other applicable Village Ordinances, rules and regulations, as modified or amended pursuant to the terms of this Agreement. The Parties acknowledge that the Project Conceptual Site Plan may be amended by the Developer to establish different or combined building locations, configurations, sizes and/or alignment for a particular phase at time of and as approved by the Village pursuant to a Final Resubdivision Plat. C. Development Standards. The Property shall be developed in substantial accordance with the Approval Ordinances and the standards promulgated by certain design guidelines, attached hereto as Exhibit H and made a part hereof("Design Guidelines"), and other applicable ordinances and regulations of the Village, as the same may be modified pursuant to the terms of this Agreement. The Mayor and Village Board shall approve the fagade of the proposed industrial buildings in the Industrial Development, substantially pursuant to the provisions of the Design Guidelines, which approval shall not be unreasonably withheld, conditioned or delayed ("Fagade Approval"). Furthermore, the Developer shall have the right to request relief from the Village, as provided for below, for approval of deviations from or waiver from any of the various standards and requirements provided for in the Design Guidelines ("Design Guideline Exceptions"). The Developer shall provide to the Village Manager, in writing, its detailed request for Fagade Approval or for a Design Guideline Exception, as the case may be, along with any drawings or renderings in support thereof, which shall be forwarded to the Village Manager for his review. If the Village Manager approves of the request, it shall be forwarded to the Village Mayor and Board of Trustees for consideration at the next regularly scheduled Board meeting, who then shall have the authority to grant or deny the request, with such denial not to be unreasonably withheld, conditioned or delayed. In the event the request is deemed unsatisfactory by the Village, the Village Manager shall provide written notice of the reasons thereto and the Parties agree that for a period of ten (10) business days after receipt of such notice, the Developer and Village shall reasonably negotiate for approval of the request for a Fagade Approval or Design Guideline exception, as the case may be, after which, and if then not approved, it shall be deemed denied. Furthermore, the Parties acknowledge that, although the Design Guidelines establish various parameters for development of the Project, as a whole, no specific development plans have been submitted by the Developer for the Commercial Development, and, accordingly, in 719115.8 6 connection with the development of the Commercial Development, the Design Guidelines shall not be applicable nor control the uses and bulk standards, which shall, instead, be permitted and developed pursuant to the Village Zoning Ordinance and Codes. However, the Developer will use its best commercial efforts to generally develop the Commercial Development in substantial harmony with the Industrial Development, to the extent commercially and economically practicable. d. Prohibition Against Moratoria. At no time and under no circumstances shall any Village-wide moratorium established by a Village ordinance or resolution after the approval of this Agreement be approved that conflicts with the Project Conceptual Site Plan, the Approvals Ordinances, or the issuance of building permits or as otherwise may be in any manner applicable to the development of the Property or any portion thereof. For purposes of this Agreement, a Village ordinance or resolution shall be deemed to establish a moratorium if it precludes, delays, restricts, limits or prevents, entirely or in part and in any manner whatsoever, issuance of a building permit for the Commercial Development and/or Industrial Development. 4. Potable Water Service (including Fire Protection). a. The Property is not currently served by any municipal water system. Developer, at no cost and expense to the Village, shall construct those water mains required to accommodate the potable water and fire protection needs of the Property generally as set forth on any Final Engineering Plans, as may hereafter be finally approved by the Village (hereinafter referred to individually as a "Public Water Improvement" and collectively as the "Public Water Improvements"). Upon completion of construction of Public Water Improvements in the public rights-of-way, Developer shall have the right to dedicate said Public Water Improvements to the Village, and in such event and after the Village has inspected the same to conform that construction has been completed, the Village agrees to accept the dedication of those Public Water Improvements which have then been constructed by Developer promptly upon Developer's completion and tender thereof, pursuant to Village Code. In furtherance of the foregoing, Developer agrees to grant to the Village any easements which may be reasonably necessary to permit the Village's ownership of the Public Water Improvements, pursuant to a future, Final Plat of Subdivision. The Village represents and warrants that it owns, operates and maintains a potable water supply and distribution system within its borders and water mains within the right-of-way along or across from a portion of the perimeter of the Property, which system and mains have, and at all times will have, sufficient capacity and pressure to accommodate the anticipated potable water and fire protection needs of the Property and the occupants of the Property. All inspection, tap-on and use fees assessed by the Village in connection with the provision of potable water service to the Property shall be assessed at the same rate as those charged by the Village to other similar users of Village water service. The Village shall cooperate with Developer in obtaining all off-site easements necessary (at Developer's expense or by way of reimbursement to the Village) required by Developer and shall grant Developer access to all Village-owned right-of-way, to enable Developer's provision of potable water and fire protection service to the Property. Developer shall construct the Public Water Improvements, as may be reasonably determined to be necessary in accordance with sound engineering practices as agreed to and by the Parties. No oversizing of the lines is being considered at this time to benefit other properties. The Village is requiring a sixteen-inch (16") 719115.8 7 water main from Oakton Street and King Street Boulevard to the north side of Higgins Road and King Street Boulevard, along King Street Boulevard to benefit possible data center construction in the development. The Village shall upgrade and construct the public water system to a 16' watermain along King Street Boulevard north of Higgins Road, at its cost, to accommodate the Project and connect to the 16' water main to be constructed by Developer for the Project. The Village shall pay the cost of any oversizing of lines required for the benefit of other property. b. The Village shall cooperate with the Developer and execute all applications, permit requests and other documents which are or may be required, in connection with the provision of potable water service and fire protection for the benefit of the Property. The Village shall cooperate with the Developer, at no cost and expense to the Village and subject to the Developer providing acceptable plans and permit applications, in obtaining any permits or consents which may be reasonably required by the Developer in order to construct the Public Water Improvements, and shall grant the Developer access to all Village-owned rights-of-way, as necessary to enable provision of potable water service to the Property at all times. C. The Village represents and warrants to the Developer that: (i) only those connection fees, tap-on fees, water usage and/or recurring user fees and charges that are in effect and applicable to other uses of the Village's municipal water system shall be due to the Village in connection with the Developer's consumption of water and construction, use and operation of the Water Line Improvements and (ii) the Developer, except as provided for herein, shall not be required to oversize the Public Water Improvements. 5. Sanitary Sewer. Developer, at no cost and expense to the Village, unless otherwise agreed to in writing, shall construct those sewer mains, laterals and related improvements necessary to service the Property, as may hereafter be finally approved pursuant to any Final Engineering Plans therefor (herein referred to individually as a "Public Sanitary Sewer Improvement" and collective as the "Public Sanitary Sewer Improvements"). The Developer shall have the right in connection with any Phase of Development of the Property, or portion thereof, to construct only those private Sanitary Sewer Improvements as may be necessary for such Phase. Upon completion of construction of a Public Sanitary Sewer Improvement, the Developer shall have the right to dedicate said Public Sanitary Sewer Improvement to the Village, and in such event, and after the Village has inspected the same to conform that construction has been completed in accordance with the requirements of this Agreement, the Village agrees to accept the dedication of those Public Sanitary Sewer Improvements which have then been constructed by the Developer promptly upon the Developer's completion and tender thereof. In furtherance of the foregoing, the Developer shall grant to the Village any easements which may be reasonably necessary to permit the Village's ownership of the Public Sanitary Sewer Improvements, pursuant to a Final Plat of Subdivision. The Village represents and warrants that there exists a public sanitary sewer trunk main or mains, which abuts the Property, but are not owned by the Village, connected to related lift stations and central processing facilities (the "Public Sewer Facilities"). The Village shall provide capacity for and allow Developer to connect the Public Sanitary Sewer Improvements which Developer has then constructed to the Village owned Sewer Facilities, pursuant to any sewer connection fees currently in effect, and shall at all times reserve adequate capacity therein, in order to serve all of the Property as and when requested by Developer or successor owners or developers. The 719115.8 8 Village shall cooperate with Developer, and execute all applications, permit requests and other documents which are or may be required to obtain sanitary sewage treatment service for the benefit of the Property. The Village shall cooperate with Developer in obtaining all necessary off-site easements (at Developer's expense or by way of reimbursement to the Village) required by Developer and shall grant access to all Village-owned rights-of-way to enable provision of sanitary sewer service to the Property. All public sanitary sewer mains constructed as a part of the development of the Property shall be conveyed by Developer by bill of sale to the Village and the Village shall thereafter own and maintain said mains. 6. Stormwater Management Facilities. Developer shall provide all necessary storm sewers, detention systems and compensatory storage ("Stormwater Management Facilities") in compliance with the standards then currently in effect and promulgated by the Metropolitan Water Reclamation District ("MWRD") and a stormwater release rate of 0.2 cubic feet per second per acre, as may be modified, waived or amended pursuant to the terms of this Agreement. Except as provided in the Redevelopment Agreement, Developer shall have the right to provide detention on a Phase-by-Phase basis as the various portions of the Property are developed or to service multiple phases of development of the Property collectively. All plans from time to time prepared to address stormwater management issues pertaining to the Property shall be subject to review and approval by the Village pursuant to applicable MWRD regulations, which Village approval shall not be unreasonably denied or delayed. Unless otherwise agreed to by the Village and Developer, the Stormwater Management Facilities shall be privately owned and maintained, as hereinafter provided, except for subsurface storm sewers, structures and appurtenances dedicated and accepted by the Village and located within a public utility or drainage easement which shall be owned and maintained by the Village following proper completion thereof by Developer. 7. Roadways, Pedestrian Circulation and Streetlights. a. Developer, at Developer's sole cost and expense, shall construct those roadway improvements necessary to permit Developer's use and development of the Property generally as shown on the Project Conceptual Site Plan and as may hereafter be finally approved pursuant to any Final Plat of Subdivision and any Final Engineering Plans and relevant agency permits therefor (herein referred to individually as a "Public Roadway Improvement" and collectively as the "Public Roadway Improvements"). The width of rights-of-way on the Property in which the applicable Public Roadway Improvements are to be located shall conform with the widths shown in the Design Guidelines. Upon completion of construction of all Public Roadway Improvements, and after the Village has inspected the same to confirm that construction has been completed in accordance with the requirements of this Agreement, Developer shall dedicate said Public Roadway Improvements to the Village (unless located within a right-of-way owned and controlled by IDOT or the Cook County Highway Department), and the Village agrees to accept the dedication of those Public Roadway Improvements which have then been constructed by Developer promptly upon Developer's completion and tender thereof. From and after the dedication and acceptance of the applicable Public Roadway Improvements, and pursuant to the Village's Subdivision Control Ordinance, which provides for a two (2) year maintenance period by the Developer, thereafter the Village shall be solely responsible, at its sole cost and expense, for the operation, maintenance, repair and replacement of the same, except, however, the 719115.8 9 Developer, through its association, as provided for in Section 9 below, shall be responsible for the cost of the repair, replacement and maintenance of the boulevard planting areas located within the Public Roadway Improvements ("Boulevard Improvements"). b. Developer, at Developer's sole cost and expense, shall construct pedestrian paths, sidewalks and LED street lighting, all as generally shown in the Design Guidelines and any Final Plat of Subdivision and/or the Final Engineering Plans and as may hereafter be finally approved (referred to herein as, respectively, the "Pedestrian Improvements" and "Street Lighting"). The Pedestrian Improvements and the Street Lighting may be located within dedicated rights-of-way or easements, as may be shown on a Final Subdivision Plat. Notwithstanding that certain Pedestrian Improvements and Street Lighting may be located within a publicly dedicated right- of-way or public easement, the Village shall have no obligation to own, operate, maintain, repair or replace the Pedestrian Improvements or the Street Lighting, and the Developer and/or Owners Association, as defined below, shall be solely responsible to own, operate, maintain, repair and replace the same. C. The Village shall cooperate with Developer, at no cost to the Village, and execute all applications, permit requests and other documents which are or may be required for the construction and operation of the Roadway Improvements for access to and from the Property, the Pedestrian Improvements and the Street Lighting, including cooperation with respect to any applications required by the Illinois Department of Transportation and the Cook County Highway Department, if applicable. The Village shall cooperate with Developer at no cost to the Village in obtaining any easements which may be reasonably required by Developer (including, if necessary, by use of eminent domain), and shall grant Developer access to all Village-owned rights-of-way, to enable provision of roadway and pedestrian access serving the Property. d. After completion and occupancy of 80% and/or 100% of the total building area as shown on the Conceptual Site Plan (Exhibit B), the Developer may be required by the Village to hire a traffic consultant (mutually agreeable to both parties, whose fees shall be paid by the Developer) to conduct a traffic study at the intersection of the King Street Boulevard and Oakton Street to determine whether a traffic signal is warranted. If the consultant reports a signal is necessary at this intersection, the Developer shall, with concurrence of the Village, install such a signal. 8. Utilities. All Project utilities shall be installed underground, except for any overhead electrical transmission lines originating from the Commonwealth Edison transmission lines at the southeast corner of the Property to serve the Project. 9. Owners' Associations. The Developer has submitted to the Village a draft of the various covenants, conditions and restrictions for the Property substantially in the form and content attached hereto as Exhibit I (the "Declaration"). The Declaration outlines the intended contents of various covenants, conditions, restrictions and easements intended to be placed of record against the various portions of the Property and further provides for the establishment of an association of the owners of the Property (the "Owners Association") and other related terms. The Declaration shall clearly disclose that, notwithstanding that the same may have been dedicated to the Village, the Owners Association shall be solely responsible (including the costs 719115.8 10 thereof) to operate, maintain, repair and replace Property Stormwater Management Facilities, Boulevard Improvements, Pedestrian Improvements, Boundary Landscape Improvements (as defined in the Village Code and as approved by the Village) and Street Lighting and shall hold the Village harmless from and against any obligations in connection therewith. Further, as set forth in the Declaration, the Village shall have various rights of enforcement of the Declaration. A copy of the final formation documents and covenants shall be supplied to the Village for its approval prior to recordation, which approval shall not be unreasonably withheld, conditioned or delayed. 10. Excavation, Grading and Preparation of the Property for Development. Prior to obtaining Village approval of a Final Plat of Resubdivision, the Village hereby grants to Developer the right to undertake demolition of structures pursuant to Village issued permits and the Developer can apply for permits for excavation, preliminary grading work, filling and soil stockpiling on each of the respective Development Phases in preparation for the development of a particular Development Phase, as the case may be, provided that the Village Engineer has first reviewed and approved a grading plan and soil erosion and sedimentation control plan, which approval shall not be unreasonably withheld. A performance bond shall be required of Developer as a condition precedent to the commencement of grading, soil erosion and sedimentation control in the amount of 110% of the estimated cost determined by Developer's Engineer and approved by Village for such work. 11. Permits. The Village shall issue building permits for which Developer applies within fifteen (15) business days of receipt of application therefor or within fifteen (15) business days of the Village's receipt of the last of the documents required by Village ordinance to support such application. If the application is denied, the Village shall provide Developer with a written statement within said fifteen (15) business day period specifying the reasons for denial of the application, including specifications of the requirements of Design Guidelines, ordinances or laws which the application or supporting documents fail to meet, and the Village shall issue such building permits promptly upon Developer's compliance with those requirements. Developer may apply for and the Village shall issue footing and foundation permits for any building once temporary emergency access (i.e., a twelve inch (12") gravel road) is complete to a point within 200 feet of the lot on which such building is to be located and the Village shall issue the balance of a building permit for such building once water for fire protection is available within 400 feet of the applicable lot and, subject to the foregoing and MWRD and Fire Department approval, if necessary, such footing, foundation and building permits shall be issued prior to the availability of storm sewer, sanitary sewer, other potable water and roadway access service to such portion of the Property; provided, however, that, notwithstanding the foregoing, no certificates of occupancy shall be issued for such portions of the Property until the availability of such utilities and roadway access is demonstrated. 12. Issuance of Certificates of Occupancy. The Village shall use its best efforts to issue certificates of occupancy to Developer within ten (10) business days of application therefor, or issue a letter of denial during the review period specifying the reasons for such denial, including specifications of the requirements which the inspection identifies as cause for denial. Thereafter, the Village's subsequent inspection of corrections completed by Developer shall be provided in writing, within seven (7) business days thereafter, and specify the 7191 15.8 11 requirements which the inspection identifies as cause for denial, if any. At Developer's request, the Village shall issue certificates of occupancy or temporary certificates of occupancy for portions of buildings under construction provided that the portion of the building proposed to be occupied is substantially completed and that the construction of the entire structure has progressed to the point that the Village has determined, using reasonable judgment, that the persons using the portions of such buildings for which the certificate is to be issued will not be endangered by construction in progress in other areas of the building and that the building is safe for such limited occupancy. Developer's inability, due to adverse winter weather conditions (those conditions occurring customarily during the period November 15 to May 15 each year), to install public sidewalks, final surface courses on private drives, landscaping and final grading, shall not delay the issuance of a temporary certificate of occupancy. The Village shall have the right to require the posting of cash deposits for temporary certificates of occupancy. Unless otherwise reserved, all security shall be returned to Developer within eight (8) weeks of issuance of final certificate of occupancy. 13. Fees, Contributions, Donations and Recaptures. a. Except as otherwise specifically set forth in this Agreement, Developer shall pay to the Village all generally applicable building permit fees, plan review fees, inspection fees and similar fees, sewer and water connection fees, in effect as of the date hereof. The Village hereby agrees to waive any and all annexation fees attributable to the Property. For a period commencing from and after the date of this Agreement until the fourth (4th) anniversary of the Village issuing the first building permit for a structure to be constructed on the Property, increases to the amount of any such generally applicable fee or charge shall be limited, as applies to Developer or to the use and development of the Property, to a percentage of such amount equal to the percentage increase in the Current CPI Index over the Base CPI Index (as such terms are hereinafter defined). As used herein, the "Current CPI Index" shall mean the Consumer Price Index for all Urban Consumers (CPI-U) Chicago-Gary-Lake County, IL-IN-WI (1982- 84=100) for the most recent month for which such Index was published occurring closest in time to the date of the fee or charge increase, and the "Base CPI Index" shall mean the Consumer Price Index for all Urban Consumers (CPI-U) Chicago-Gary-Lake County, IL-IN-WI (1982- 84=100). After the aforesaid fourth (4th) anniversary, the Developer will pay all generally applicable fees that are in existence at that time. b. No impact fees, utility tap-on or connection fees, recapture amounts or fees, land or cash donations or contributions which are not currently imposed by the Village shall be imposed upon Developer or upon the development and use of the Property after the fourth (4th) anniversary of the Village issuing the first building permit for a structure to be built on the Property, except as specifically provided in this Agreement or mandated by state or federal requirements. C. In the event any of the improvements to be constructed by Developer pursuant hereto are determined to benefit real property other than the Property, the Village, at no cost to the Village, agrees to adopt one or more recapture ordinances, within sixty (60) days after receipt of a written request therefor from Developer, in form and substance satisfactory to the Village attorney and to Developer's attorney, as necessary to establish such charges to enable the 719115.8 12 recovery to Developer of the proportionate share of the cost of the applicable improvements attributable to the benefit conferred on such other real properties. No oversizing of the lines is being considered at this time to benefit other properties. The Village shall not require Developer to oversize or provide facilities to benefit other real properties without Developer's express prior written consent. 14. Codes and Ordinances. a. To the extent of any conflict, ambiguity or inconsistency between, on the one hand, the terms, provisions or standards contained in this Agreement and the Approvals Ordinances, and on the other hand, the terms, provisions or standards, presently existing of the Village's Zoning Ordinance, the Village's Subdivision Code or any other Village Code, ordinance or regulation of general applicability, the terms, provisions and standards of this Agreement and the Approvals Ordinances shall in all cases govern and control. To the extent that any aforementioned code hereafter adopted is more restrictive than the existing codes as they apply to Property, the codes hereafter adopted will be given full force and effect provided they have general applicability throughout the Village. Notwithstanding the foregoing, if any Village code, ordinance or regulation of general applicability is hereafter adopted or amended so as to be less restrictive upon the Owner with respect to the development of the Property than is currently the case, then, at the option of the Owner, such less restrictive regulation or amendment shall control and become applicable to the use and development of the Property as set forth herein and in the Approvals Ordinances without the requirement of an amendment to this Agreement or to the Approvals Ordinances. b. Subdivision Security. Developer agrees to provide security for the construction of public and quasi-public facilities pursuant to Village Code or the Illinois Compiled Statutes, as applicable. Upon completion of a given public or quasi-public improvement, Developer shall post with the Village a maintenance guarantee as set forth in the Village Code. Any required maintenance guarantee required may be satisfied by the posting of a performance bond. Security posted by Developer in accordance with this Section shall be in such form and issued by such institutions as are reasonably acceptable to the Village and as provided for by Illinois statute. C. All codes, ordinances, rules and regulations of the Village in effect as of the date hereof shall continue in effect in their current form insofar as they relate to the zoning and development of the Property during the entire Term of this Agreement or as may otherwise be agreed to by the Owner in writing and except to the extent of amendments mandated by state or federal requirements and local life safety codes of general applicability. All codes, ordinances, rules and regulations of the Village in effect as of the date hereof which relate to building, construction, plumbing, electrical and related restrictions affecting development of the Property shall continue in effect in their current form and amount insofar as they relate to the development of the Property during the entire Term of this Agreement. 15. Mutual Assistance and Cooperation. The Parties shall do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms and objectives of this Agreement and the intentions of the Parties as reflected by said terms, including, without limitation, the giving of such notices, 719115.8 13 the holding of such public hearings, the enactment by the Village of such resolutions and ordinances and the taking of such other actions as may be necessary to enable the Parties' compliance with the terms and provisions of this Agreement and as may be necessary to give effect to the terms and objectives of this Agreement and the intentions of the Parties as reflected by said terms. Further, the Village agrees to fully cooperate with the Developer if the Developer must obtain any other governmental approvals or permits that are legally required to (i) accomplish the annexation of the Property or (ii) facilitate the operation, maintenance, repair or replacement of or alterations to the improvements constructed on or to be constructed on the Property for the Project, from any governmental or quasi-governmental entity including the Village, including approvals or permits from Cook County, the State of Illinois and the U.S. Government, and upon the Developer's request, the Village shall promptly execute any applications or other documents which the Developer intends to file with such other governmental or quasi-governmental entities. Further, the Village agrees that it shall not interfere with the lawful management, operation, maintenance, repair or replacement of or alterations to the improvements constructed on or to be constructed on the Property for the Project, pursuant to this Agreement. Neither Party shall challenge the validity of this Agreement or the ordinances adopted pursuant hereto. 16. Defects in Annexation or Zoning: Disconnection. If the annexation and zoning of the Property as provided for herein is in any way deemed to be defective, the Parties agree that they shall do all things legally necessary and appropriate to cure any and all defects to cause the Property to be validly annexed to the Village and zoned to permit the Property to be operated, maintained and enhanced as contemplated herein. The Developer shall be entitled to and the Village shall take all actions necessary to facilitate the disconnection of the Property from the Village if(i) the Village takes any action which would change the zoning of the Property from the B-2 District and/or I-1 District, as provided for in the Redevelopment Agreement; (ii) the Village takes any action which would cause the Industrial Development and/or Commercial Development (or any portion thereof) to become unpermitted or disallowed non-conforming uses and/or non-conforming structures; (iii) the Village modifies and/or amends the Approvals Ordinances without the prior written consent of the Developer; or (iv) there is a material breach of this Agreement or the Redevelopment Agreement by the Village. 17. Remedies. a. Upon a breach of this Agreement, any of the Parties, in any court of competent jurisdiction, by an action or proceeding at law or in equity, may secure the specific performance of the covenants and agreements herein contained, may be awarded damages for failure of performance, or both. No action taken by any Party pursuant to the provisions of this Section 17 or pursuant to the provisions of any other Article of this Agreement shall be deemed to constitute an election of remedies and all remedies set forth in this Agreement shall be cumulative and non- exclusive of any other remedy either set forth herein or available to any Party at law or in equity. b. In the event of a breach of this Agreement, the Party alleged to be in breach shall have thirty (30) days after written notice of said breach to correct the same prior to the non- breaching Party's seeking of any remedy provided for herein (provided, however, if the defaulting party has initiated the cure of said default and is diligently proceeding to cure the 719115.8 14 same, said thirty (30)-day period shall automatically be extended for an additional thirty (30)-day period). In the event the Village is in default of its obligations under Sections 3, 11 and 12, the Owner may immediate seek available remedies in connection therewith. C. If any of the Parties shall fail to perform any of its obligations hereunder, and the Party affected by such default shall have given written notice of such default to the defaulting Party, and such defaulting Party shall have failed to cure such default within thirty (30) days of such default notice (provided, however, that said thirty (30)-day period shall be extended in accordance with Section 17.b above if the defaulting Party has initiated the cure of said default above and is diligently proceeding to cure the same, except that such period shall not apply to the time frames set forth in Section 3 as set forth above), then, in addition to any and all other remedies that may be available, either at law or in equity, the Party affected by such default shall have the right (but not the obligation) to take such action as in its reasonable discretion and judgment shall be necessary to cure such default. In such event, the defaulting Party hereby agrees to pay and reimburse the Party affected by such default for all reasonable costs and expenses (including attorneys' fees and litigation expenses) incurred by it in connection with any action taken to cure such default. d. The failure of the Parties to insist upon the strict and prompt performance of the terms, covenants, agreements and conditions herein contained, or any of them, upon any other person imposed, shall not constitute or be construed as a waiver or relinquishment of any party's right thereafter to enforce any such term, covenant, agreement or condition, but the same shall continue in full force and effect. e. If the performance of any covenant to be performed hereunder by any Party is delayed as a result of circumstances which are beyond the reasonable control of such Party (which circumstances may include acts of God, war, acts of civil disobedience, strikes or similar acts), the time for such performance shall be extended by the amount of time of such delay. The Party claiming delay of performance as a result of any of the foregoing 'force majeure" events shall deliver written notice of the commencement of any such delay resulting from such.force majeure, along with an estimate of the duration of such delay event not later than twenty-one (2 1) days after the claiming Party becomes aware of the same. f. 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, the successful or prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees and related costs (including any fees and costs incidental to appeals) in addition to any other relief hereunder to which such Party may be entitled. g. This Agreement shall be enforceable in any court of competent jurisdiction by either of the Village or the Owner, or by any successor or successors in title or interest or by the assigns of the Parties. The Parties agreement that any such action must be brought in the Circuit Court of Cook County, Illinois, and that Illinois law will apply thereto. 18. Term. This Agreement shall be binding upon the Parties and their respective successors and assigns for twenty (20) years, commencing as of the date hereof, and for such 719115.8 15 longer term as hereafter may be authorized by state statute (the "Term"). If any of the terms of this Agreement or the annexation or zoning of the Property is challenged in any court proceeding, then, to the extent permitted by law, the period of time during which such litigation is pending shall not be included in calculating said twenty (20)-year period. The expiration of the Term of this Agreement shall not affect the continuing validity of the zoning of the Property, any ordinance enacted by the Village pursuant to this Agreement or any agreement separately entered into by the Parties pursuant to this Agreement. 19. Miscellaneous. a. Amendments. This Agreement may be amended only by the mutual consent of the Parties, by adoption of an ordinance by the Village approving said amendment as provided by law, and by the execution of said amendment by the Parties or their successors in interest. Further, the Approvals Ordinances and the documents referenced therein shall not be revoked, amended or modified during the Term hereof without the consent of both the Village and the Owner. Amendments to the Approvals Ordinances affecting the Property (or any designated portion thereof) and the documents referenced therein and any modifications or changes to the information contained in the exhibits attached to this Agreement proposed by Owner may be considered and acted on by the Village Corporate Authorities without the requirement of an amendment to this Agreement, provided that applicable requirements of the Village's Zoning Ordinance are satisfied and that the Corporate Authorities vote to grant the requested amendment in the lawful exercise of their legislative discretion. b. Severability. If any provision, covenant, agreement or portion of this Agreement or its application to any person, entity or property is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants or portions of this Agreement, and to that end, all provisions, covenants, agreements and portions of this Agreement are declared to be severable. If for any reason the annexation or zoning of the Property is ruled invalid, in whole or in part, the Village Corporate Authorities, as soon as possible, shall take such actions (including the holding of such public hearings and the adoption of such ordinances and resolutions) as may be necessary to give effect to the spirit and intent of this Agreement and the objectives of the Parties, as disclosed by this Agreement. C. Entire Agreement. This Agreement and referenced exhibits as approved and entered into set forth all agreements, understandings and covenants between and among the Parties relative to the matters herein contained. This Agreement supersedes all prior agreements, negotiations and understandings, written and oral, relative to the matters herein contained and shall be deemed a full integration of the entire agreement of the Parties. d. Survival. The provisions contained herein shall survive the annexation of the Property and shall not be merged or expunged by the annexation of the Property to the Village. e. Successors and Assigns. This Agreement and the rights and obligations of each Party contained herein shall inure to the benefit of and shall be binding upon, respectively, the Owner, Developer and its respective successors, grantees, lessees, transferees and assigns, and upon successor Corporate Authorities of the Village and successor municipalities, and shall 719115.8 16 constitute a covenant running with the land. If all or any portion of the Property is sold, the seller thereof shall be deemed to have assigned to the purchaser thereof, and such purchaser shall be deemed to have assumed any and all rights and obligations such seller may have under this Agreement which affect the portion of the Property sold or conveyed, and, provided, however, that such transfer of rights and obligations of this Agreement cannot occur prior to the issuance of the Certificate of Completion for completion of construction of the Required Improvements as set forth in the Redevelopment Agreement, and thereafter such seller shall have no further rights or obligations under this Agreement as it relates to the portion of the Property conveyed, unless and to the extent expressly reserved by such seller. Notwithstanding anything contained in this Section to the contrary, nothing herein shall prohibit or limit in any manner whatsoever the sale or transfer by Developer of the Property, or portion thereof. f. Notices. Any notice to be given or served hereunder or under any document or instrument executed pursuant hereto shall be in writing and shall be (i) delivered personally, with a receipt requested therefor; or (ii) e-mail; or (iii) sent by a recognized overnight courier service; or (iv) delivered by United States registered or certified mail, return receipt requested, postage prepaid. All notices shall be addressed to the Parties at their respective addresses set forth below, and the same shall be effective (a) upon receipt of e-mail; (b) one (1) business day after depositing with such overnight courier service; or (c) two (2) business days after deposit in the mails, if mailed. A Party may change its address for receipt of notices by service of a notice of such change in accordance herewith. All notices by e-mail shall be subsequently confirmed by U.S. certified or registered mail. If to Village: Village of Elk Grove Village 901 Wellington Avenue Elk Grove, Illinois 60007 Attention: Village Manager E-Mail: with a copy to: Village of Elk Grove Village 901 Wellington Avenue Elk Grove, Illinois 60007 Attention: Village Clerk E-Mail: If to Owner: Brennan Investment Group LLC 9450 West Bryn Mawr, Suite 750 Rosemont, Illinois 60018 Attention: Michael Brennan E-Mail: mbrennan@brennanllc.com with a copy to: Storino, Ramello & Durkin 9501 West Devon Avenue, Suite 800 Rosemont, Illinois 60018 Attention: Nicholas S. Peppers E-Mail: npeppersgsrd-law.com 719115.8 17 g. Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof. h. Exhibits. All exhibits attached hereto are declared to be a part of this Agreement and incorporated herein by this reference. i. Conflicts and Inconsistencies. To the extent of any conflict, ambiguity or inconsistency between the terms of this Agreement and the Village's Municipal Code, this Agreement shall govern and control in all instances. If minor modifications to the exhibits (including any plans attached hereto) became necessary, the Village Manager shall be authorized to implement such modifications without an amendment to the Approvals Ordinances or this Agreement. j. Interpretation. This Agreement has been jointly negotiated by the Parties and shall not be construed against a Party because that Party may have primarily assumed responsibility for the drafting of this Agreement. k. Business Day. For purposes of this Agreement, a "business day," "working day" or similar term shall mean a day when the Village Hall and the Village departments conduct regular administrative operations. 1. No Waiver or Relinquishment of Right to Enforce Agreement. The failure of any Party to this Agreement to insist upon strict and prompt performance of the terms, covenants, agreements and conditions herein contained, or any of them, upon any other Party imposed, shall not constitute or be construed as a waiver or relinquishment of any Party's rights to enforce any such term, covenant, agreement or condition, but the same shall continue in full force and effect. M. Cumulative Remedies. Unless expressly provided otherwise herein, the rights and remedies of the Parties provided for herein shall be cumulative and concurrent and shall include all other rights and remedies available at law or in equity, may be pursued singly, successively or together, at the sole and absolute discretion of the Parties and may be exercised as often as occasion therefore shall arise. n. Reasonable Approval. Unless otherwise expressly set forth herein to the contrary, wherever any approval or consent of a Party is called for under this Agreement, the same shall not be unreasonably withheld, qualified or delayed. o. Estoppel Certificates. Each of the Parties hereto agrees to provide the other, upon not less than thirty (30) days prior request, a certificate ("Estoppel Certificate") certifying that this Agreement is in full force and effect (unless such is not the case, in which 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. If either Party fails to comply with this provision within the time limit 719115.8 18 specified, it shall be deemed to have appointed the other as its attorney-in-fact for execution of same on its behalf as to that specific request only. P. Counterparts. 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. [Signature Pages Follow Immediately] 719115.8 19 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written and, by so executing, each of the Parties warrants that it possesses full right and authority to enter into this Agreement. VILLAGE: VILLA OF EL)GREVILLAGE, an Illi is municition By: Village ayor ATTEST: 4�ill geClerk STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) 1, �1ei�y11 ` J�1l�evl , a Notary Public in and for said County and State, do hereby certify that Craig B. Johnson, personally known to me to be the Mayor of the Village of Elk Grove Village, and Loretta Murphy, personally known to me to be the Village Clerk of the Village of Elk Grove Village, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such Mayor and Village Clerk, they signed and delivered the said instrument as Mayor and Village Clerk of the Village of Elk Grove Village pursuant to authority given by the Village Board of the Village of Elk Grove Village, for the uses and purposes therein set forth. / - Given under my hand and Notarial Seal this day of dove,&'k- 12017. Notar PuV SEAL OFFICIAL SEAL My Commission Expires: i�iiFFR MAHON ;TATE OF ILLINOIS e Dee.27,2020 OFFICIAL SEAL JENNIFER MAHON 719115.8 NOTARY PUBLIC-STATE OF ILLINOIS 20 My Commmion Eales Dec.27,2020 DEVELOPER: BIG ACQUISITIONS, LLC, an Illinois limited liability company By: Name: l'1ICWL L) 13 N1JX}N Its: STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) I, u� I/DC7_ , a Notary Public in and for said County and State, do hereby certify that AAI C;�6�E1� 2-�NN I� , personally known to me to be the person whose name is subscribed to the foregoing instrument as the of BIG ACQUISITIONS, LLC, an Illinois limited liability company, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his free and voluntary act, for the uses and purposes therein set forth. Given under my hand and Notarial Seal this day of2017. Official Seal Samuel A Mandarino Notary Public Notary Public State of Illinois Y my commission Expires 02/27/2021 S A My Commission Expires: 719115.7 21 OWNER: PECORA FAMILY LIMITED PARTNERSHIP, an Illinois limited partnership Q P By: i -✓ ,_ �C Its: w STATE OF ILLR\TOIS) ) SS COUNTY OF COOK ) a Notary Public in and for said County and State, do hereby certify that personally known to me to be the person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her free and voluntary act, for the uses and purposes therein set forth. / Given under my hand and Notarial Seal this I J day of lUVCVPJi�/L , 2017. � Notary Public OFFICIAL SEAL KIM FOSTER SEA LNOTARY PUBLIC STATE OF ILLINOIS MMISSION EXPIRES:07/22/18 My Commission Expires: If / G 719115.2 OWNER: This instrument is executed by the undersigned Lard Trustee,CHICAGO TITLE LAND TRUST COMPANY, not personally bul:a ely a: sloe in the ezer rise of the power, SUCCESSOR TRUSTEE TO FIRST OF and authority coni��rra ��-,r,aad vested in it as such Trustee, it is express; and agreed that all the warranties,AMERICA TRUST COMPANY AS TRUSTEE indemni -sre- e rt!ors, covenants, undertakings andOF TRUST AGREEMENT DATED agreeme +s he ei- or, *Iie part of ''le Trustee are unce,taaer: ey 's .a�a ty _stee and notMARCH 29, 1991 AND KNOWN AS TRUST personally. i.0 re �' : � of ,ers a+ responsibility is#RV-011122, 4t�. assumed by or _r�-h a, 3 v -r,ie be asserted or enforceable against the Trustee on account of any warranty, indemnity, ~� representati-n, weer .t, undertaking or agreement of the e Trustee in this instrument. '` F I f Its: STATE OF ILLINOIS ) �� ) SS COUNTY OF COOK ) I, o5t Q h 17 �— 5 p , a Not Plic in and for said County and State, do hereby certify that i�ia'personally known to me to be the person whose name is sub b , to th for going instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her free and voluntary act, for the uses and purposes therein set forth. Given under my hand and Notarial Seal this day of � ' , 2017. +,.,usfiF��.�eessaaaeeeaeoreree � �% "OFFICIAL SEAL" e jOSEPHIfNE F. HOSP ry Pu c X411T PUbk,State of IRdnais ` SEAL 'My Carr mission�m 07/01/2021 e ee®de�raaea•++seeeeeeeeeeeee. My Commission Expires: 7191 15.4 OWNER: TIMOTHY A. BUSSE, INDEPENDENT EXECUTOR OF THE ESTATE OF ALLEN F. BUSSE, DECEASED Timothy A. Busse STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) IV, � U , a Notary Public in and for said County and State, do hereby certi y that Timothy A. Busse, personally known to me to be the person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his free and voluntary act, for the uses and purposes therein set forth. Given under my hand and Notarial Seal this 00'* day of ./������� , 2017. r Notary Public SEAL (j 4 Al.-��` My Commission Expires: ILLINOIS L. F.`��+r SQL Y 4`k 1`„Y`✓l!FN ...lt 719115.4 OWNER: GREGORY G. BUTCHER AND MAUREEN P. BUTCHER Gregory G. Butcher Maureen P. Butcher STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) 1, Oe-t _, a Notary Public in and for said County and State, do hereby certify that Gregory .. Butcher and Maureen P. Butcher,personally known to me to be the persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their free and voluntary act, for the uses and purposes therein set forth. Given under my hand and Notarial Seal this /� day of�JU i!� ��ti 2017. Notary Public SEAL My Commission Expires: — _ OFr���ICIAL Eqt, GA M. BOEING LNootaLry'�Pl�ublic-State of U;J, isCion Expires 8/14/2020 719115.2 NEN: PHILLIP Mi. OLSZEWSKI g-WHIP As. vlszewsid STATE OF ILLINOIS ) SS COUNTY OF COOK 1, V 10-*-1 y a Notary Public in and for said County and State, do hereby certify that Pfflillip M. Oiszewski, personally known to me to be the person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his free and, voluntary pct,f o-r t h e Lis e-ss a n d p u�-en QN--e5; n se -1 tt 41%1.. Given under my hand and Notarial Seal this day of 2017. Nom Pubft SEAL VICKY HOMATAS Official Seal Notary Public-State of Illinois MY Commission My Commission Expires Jul 13,2019 Expires: OWNER: This instrument is executed by the undersigned land Trustee, CHICAGO TITLE LAND TRUST COMPANY, not personally but solel as Trustee in the exercise of the power A CORPORATION OF ILLINOIS, AS and authority conferred upon and vested in it as such Trustee. TRUSTEE UNDER A TRUST AGREEMENT It is expressly understood and agreed that all the warranties, indemnities, representations, covenants, undertakings and DATED THE IOTH DAY OF MAY, 2005, agreements herein made on the part of the Trustee are KNOWN AS TRUST NUMBER 1114256, undertaken by it solely in its capacity as Trustee and not s � 1 ?l r personally. No personal liability or personal responsibility iswd assumed by or shall at any time be asserted or enforceable against the Trustee on account of any warranty, indemnity, tpresentation covenant, undertaking or agreement of the Trustee in this instrument. By: Its. lal STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) 1, the undersigned , a Notary Public in and for said County and State, do hereby certify that Patricia L. Alvarez, Trust Offic(KrsAally known to me to be the person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her free and voluntary act, for the uses and purposes therein set forth. Given under my hand and Notarial Seal this 10th day of November , 2017. 0000e0000®000aoo®00000®o®®ao l - "OFFICIAL SEAL" a SILVIA MEDINA g Notary Public Notary Public,State of Illinois SEAL Commission Pu'Pires 1 r' My Commission Expires: 719115.2 M11CHEL BALD AND LAURA, BALD Laura Bald STATE OF ILLINOIS ) SS COUNTY OF COOK a Notary Public in and for said County and State, do hereby certify that Michel'Bald and Laura Bald, personally known to me to be the persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his free and voluntary act, for the uses and purposes therein set forth. -tA Given under my hand and Notarial Seal this day of [�DVC M )01 r-- , 2017. Notary Public RR VICKY HOMATAS Official Seal SEAL notary Public-State of Illinois My Commission Expires Jul 13, 2019 My Commission Expires:_7. 0,W NEI,R M ACL BALD Michel Bald STATE OF ILLINOIS ) SS COU14TY OF COOK 19 V16k 51 a Notary Public in and for said County and State, do hereby certify that Mivchalkwl Bald, personail�ykno-virin to me to be the person Vhose nam. e is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his free and voluntary act, for the uses and purposes therein set forth. � Given under my hand and T-,Totarial Seal this day of LD� 2017. Notary Public VICKY HOMATAS Official Seal SEAL Notary Public-State of Illinois My Commission Expires Jul 13,2019 Expires: My Commission OWNER: ROGER S. KIRCHWAY AND LAURA M. KIRCHWAY, Roger S. Kirchw Laura M. Kir chwa STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) a Notary Public in and for said County and State, do hereby certify that Roger S. Kirchway and Laura M. Kirchway, personally known to me to be the persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that they signed and delivered the said instrument as free and voluntary act, for the uses and purposes therein set forth. Given under my hand and Notarial Seal this day of (V 0 Lir m trey 52017. Notary Public SEAL M ommission Expires: ' OFFICIAL SEAL y p O,C�A [Vl• BOEING. �.Iotary Public-State of Unols a 614/2020 ommission Expir s l 719115.2 LIST OF EXHIBITS Exhibit A - Legal Description of Property Exhibit B - Project Conceptual Site Plan (prepared by Ware Malcolm identified as Scheme 39, dated 10/02/2017) Exhibit C - Annexation, Rezoning and Variations Ordinance Exhibit D - Final Plat of Subdivision Resolution Exhibit E - Preliminary Plat of Resubdivision Resolution Exhibit F - Plat of Vacation Ordinance Exhibit G - Redevelopment Agreement Ordinance Exhibit H - Design Guidelines Exhibit I - Declaration and Covenants 719115.8 30 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY THAT PART OF LOT 2 OF THE DIVISION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, BOUNDED BY A LINE DESCRIBED AS FOLLOWS: COMMENCING AT A POINT WHICH IS THE INTERSECTION OF THE WEST LINE OF SAID LOT 2 WITH THE CENTER LINE OF HIGGINS ROAD; THENCE SOUTH ALONG SAID WEST LINE TO A POINT ON SAID WEST LINE THAT IS EQUIDISTANT FROM THE CENTER LINE OF HIGGINS ROAD AND THE CENTER LINE OF OAKTON STREET; THENCE EAST PARALLEL WITH THE CENTER LINE OF OAKTON STREET TO THE EAST LINE OF LOT 2; THENCE NORTH ON THE EAST LINE OF LOT 2 TO THE CENTER LINE OF HIGGINS ROAD; THENCE NORTHWESTERLY ALONG THE CENTER LINE OF HIGGINS ROAD TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS. TOGETHER WITH: THAT PART OF LOT 2 OF THE DIVISION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, BOUNDED BY A LINE DESCRIBED AS FOLLOWS: COMMENCING AT A POINT WHICH IS THE INTERSECTION OF THE WEST LINE OF SAID LOT 2 WITH THE CENTER LINE OF HIGGINS ROAD; THENCE SOUTH ALONG SAID WEST LINE TO A POINT WHICH IS EQUIDISTANT FROM THE CENTER LINE OF HIGGINS ROAD AND THE CENTER LINE OF OAKTON STREET FOR THE PLACE OF BEGINNING; THENCE EAST PARALLEL WITH THE CENTER LINE OF OAKTON STREET TO THE EAST LINE OF SAID LOT 2; THENCE SOUTH ALONG THE EAST LINE OF LOT 2 TO THE CENTER LINE OF OAKTON STREET; THENCE WEST ALONG THE CENTER LINE OF OAKTON STREET TO THE WEST LINE OF LOT 2; THENCE NORTH ALONG SAID WEST LINE TO THE PLACE OF BEGINNING IN COOK COUNTY, ILLINOIS. EXCEPTING THEREFROM A PORTION OF THE LAND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF AFORESAID LOT 2 WHICH IS ALSO THE SOUTHWEST CORNER OF LOT 58 IN HIGGINS INDUSTRIAL PARK UNIT NUMBER 40, BEING A SUBDIVISION IN THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN; THENCE NORTH ALONG THE EAST LINE OF SAID LOT 2 (BEING THE EAST LINE OF THE SOUTHWEST QUARTER AFORESAID) FOR A DISTANCE OF 242.72 FEET; THENCE WEST ALONG A LINE PARALLEL WITH THE CENTER LINE OF OAKTON STREET, A DISTANCE OF 354.76 FEET; THENCE SOUTH ALONG A LINE PARALLEL WITH THE EAST LINE OF THE SOUTHWEST QUARTER AFORESAID, (BEING THE EAST LINE OF LOT 2 AFORESAID), A DISTANCE OF 487.68 FEET MORE OR LESS TO THE CENTER LINE OF OAKTON STREET; THENCE EAST ALONG THE CENTER LINE OF OAKTON STREET TO THE EAST LINE OF THE SOUTHWEST QUARTER OF SECTION 22 AFORESAID; THENCE NORTH ALONG THE SAID EAST 719115.8 A-1 LINE OF THE SOUTHWEST QUARTER TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS. TOGETHER WITH: THAT PART OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTH LINE OF SAID SOUTHWEST QUARTER WHICH IS 9.76 CHAINS EAST OF THE SOUTHWEST CORNER OF SAID QUARTER SECTION AND RUNNING THENCE EAST 10 CHAINS 31 LINKS TO THE SOUTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE NORTH 26 CHAINS 30 LINKS TO A POINT IN THE CENTER LINE OF HIGHWAY KNOWN AS HIGGINS ROAD; THENCE NORTH 81 DEGREES WEST ALONG THE CENTER LINE OF SAID HIGHWAY 10 CHAINS 40 LINKS; THENCE SOUTH 27 CHAINS 85 LINKS TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS, (EXCEPTING THEREFROM ALL THAT PART LYING WITHIN THE RIGHT OF WAY OF HIGGINS ROAD AND OAKTON STREET). TOGETHER WITH: THAT PART OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, BEGINNING AT A POST AT THE SOUTHWEST CORNER OF SAID WEST HALF; THENCE EAST 9.76 CHAINS TO A POST; THENCE NORTH 27.85 CHAINS TO A POST IN THE CENTER ROAD; THENCE NORTH 81 DEGREES WEST, 9.81 CHAINS TO A POST AT CORNER OF LAND OWNED BY H. SCHARINGHAUSEN ON THE WEST LINE OF SAID WEST HALF; THENCE SOUTH 29.31 CHAINS TO THE PLACE OF BEGINNING (EXCEPTING THEREFROM THE SOUTH 950.0 FEET THEREFORE, EXCEPT WEST 414.16 FEET THEREOF AS MEASURED ON THE SOUTH LINE THEREOF AND EXCEPT THAT PART FALLING IN HIGGINS ROAD), IN COOK COUNTY, ILLINOIS. TOGETHER WITH: LOTS 1 THRU 6 OF GIENZA AND MAJKA'S SUBDIVISION TOGETHER WITH STANLEY STREET AND WILLIAM STREET AS DEDICATED PER SAID GIENZA AND MAJKA'S SUBDIVISION, IN THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE Il, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. TOGETHER WITH: THE WEST 230 FEET AS MEASURED ON THE SOUTH LINE THEREOF EXCEPT THE SOUTH 950 FEET THEREOF OF THE FOLLOWING DESCRIBED TRACT OF LAND; THAT PART OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, BEGINNING AT A POINT AT THE SOUTHWEST CORNER OF SAID WEST HALF; THENCE EAST 9.76 CHAINS TO A POST; THENCE NORTH 27.85 CHAINS TO A POST IN THE CENTER ROAD; THENCE NORTH 81 DEGREES WEST, 9.81 CHAINS TO A 719115.8 A_2 POST AT CORNER OF LAND OWNED BY H. SCHARINGHAUSEN ON THE WEST LINE OF SAID WEST HALF; THENCE SOUTH 29.31 CHAINS TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS. AND TOGETHER WITH ALL THAT PART OF EAST HIGGINS ROAD LYING NORTH OF AND ADJACENT TO ABOVE DESCRIBED PROPERTIES AND PREVIOUSLY NOT ANNEXED TO THE VILLAGE OF ELK GROVE VILLAGE. 719115.8 A-3 EXHIBIT B PROJECT CONCEPTUAL SITE PLAN _ta•' �, n.c ac�_ x-- eOdFfLT.pPSk ekau Rr.RR. ! GRE65 HJEABFA aC !.1>S,IPSf ����>t i i Ei M,iN A11FA 1111 AL b]SF ' �� Li 4tiC MFK 31 aD STNl1RF .16TaL0tlILDYlGYP[K ;.:2f lPP SF Rr NFT FAe. RJ! 'jaw,6w,PT.HKJNG 1�l 1YL; ]13F4U smu aLrNYFY4 a],SY]faR 30 ii Sikl9 niGfrRw:141 m2N5: riR jil})L@yt} all,aat SF re6N13fD oaeTwG: iJ 43pk Lf ENSURE PMKWC' N48fyL,°t ldlsl rAPIEWC[ �1-f]hRM SF lYf SiaiLS +dlf1R•JCKHRFBC[Ki Yr]J dIFFWlx4]; lkt,]w SE iitTUN? RKWG ia 0 446iil] P UT1 tull, Oro1 1.4R H5GY D'+lK$: irl! YUILDtIK Y• el:nia 6F P.RdN#CO PrR>JpG: WLTPLFS NTBRT>AAIGYfi; SI;tKu E04A1?aRk3N4: �@I.BJRBtlq Ff /T STLLS dlOJTRUCKH14F R04+3: Cfl# --. .Ws ED RMK}N6: 11R SYM,LD fUT:P uryE:: uSrPl,Ls i'C/A.i iN4; $P•RS]GEa`J ]iCl"r1r LTl dMl R�C>NIiN DUfkt: 2!]f 5F PgdM5Fd PaNgNC: SSSFPLES SRI FP#Kf 6- 5`544.15 -- ipTaL EaRpNG: •].ilrlpBb SF tai SSaLx3 ? 4EdtTRUCR NIGH ddfpi: 21]8 PldPBSCDaWgNG: g3TALL` ENtb SE FaiY((D4: R.__}__3ipCl3 - ldl WO-1L: A�.R<np e4f xw54µt5 dFblTRPCKH}Lh b:t/s: If U 4S!!t0ffii& lki.ize sr P.OPlSEP P'zR N1G: 1lP itEF.lS lUtil�f PRRILlBd� 1liTPLLi .-.P:iN.EYRK1pG' �l,a.1PBP EF taPFTui; G:iRU4K NIGH OOfKl: illi YiLa�ca w.Nl sF ' no PBSICP�pNiHC� ES staLti � Fy TRxE MkN[YC _ 15'nth Y[iF PRRtl L• p. N -SF 1fP STE445 60 fYlUCKH14H OdCfti `rh p fP;Y B.e Y. GSHll SI%OAl:r; ETNF,n]YE -qF,u PP?kJp4: ¢+1.F<ILSUR S+1,8tt i/a.LS Fl��E MATZOM- 11 `=4- -r �,]F [d11E11ftIMt EItE L k I 719115.8 B-1 EXHIBIT C ANNEXATION, REZONING AND VARIATIONS ORDINANCE 719115.8 GI ORDINANCE NO. 3528 AN ORDINANCE ANNEXING AND REZONING CERTAIN TERRITORY TO THE VILLAGE OF ELK GROVE VILLAGE SUBJECT TO VARIOUS CONDITIONS, GRANTING VARIATIONS OF THE ZONING ORDINANCE AND APPROVING A LANDSCAPE PLAN (BRENNAN INVESTMENT GROUP, LLC—BUSSE FARM) WHEREAS, a written petition has been filed with the Village Clerk of the Village of Elk Grove Village by Brennan Investment Group (N/K/A BIG ACQUISITIONS, LLC), said Petition seeking annexation to the Village of Elk Grove Village of certain land and territory legally described hereinafter; and WHEREAS, said territory consists of approximately eighty-five (85) acres, eighty-two (82) acres of which are properties to be annexed and the entire eighty-five (85) acres of which are to be rezoned, which property is located North of Oakton Street and South of Higgins Road, West of Lively Boulevard and East of Stanley Street; and WHEREAS, said property is not within the corporate boundaries of any municipality; and WHEREAS, the corporate authorities of the Village of Elk Grove Village are desirous of annexing said property to the Village of Elk Grove Village; and WHEREAS, the corporate authorities of the Village of Elk Grove Village have given notice by publication in the Daily Herald on October 30, 2017, as provided by law; and WHEREAS, any Fire Protection District, Library District, Township Road Commissioner, Township Corporate Authority or other entity or person entitled to notice to the annexation of the Territory has been given such notice as is required by law; and WHEREAS, the affidavits of service of such notices required herein are on deposit with the Village Clerk and have been recorded in the office of the Recorder of Cook County, as is required by law; and WHEREAS, the Plan Commission of the Village of Elk Grove Village, at a public hearing duly called and held according to law, considered the question of the annexation and rezoning of the subject property and have issued a Finding of Fact related thereto, which Finding of Fact sets forth certain recommendations and conditions relating to the development of the property; and WHEREAS, the Developer and the Village have entered into a valid and binding Pre- Annexation Agreement (the "Annexation Agreement") with respect to the annexation of the subject property to the Village, which Annexation Agreement was considered at a Public Hearing duly called and held according to law, and which Annexation Agreement was approved by the Mayor and Board of Trustees of the Village pursuant to Resolution No. 62-17 duly passed and approved this 14`x' day of November, 2017 and by this reference is incorporated herein; and WHEREAS, the Mayor and Board of Trustees find and believe it to be in the best interest of the Village that said land and territory be annexed to the Village according to the Agreement and pursuant to the provisions of Article 7, Division 1 provisions of the Annexation of the Illinois Municipal Code (65 ILCS 5/7-1-1, et seq.) and be zoned upon annexation. NOW, THEREFORE BE IT ORDAINED by the Mayor- and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, Illinois as follows: Section l: That the land and territory legally described in Exhibit A, attached hereto and by this reference incorporated herein, which land and territory is contiguous to the Village of Elk Grove Village and not within the corporate limits of any other municipality, be and the same is hereby annexed to the Village, so that said territory shall be included within the boundary limits of said Village as is by law in such case made and provided. Section 2: That pursuant to Public Hearing and recommendation and finding of the Plan Commission of the Village, the Village does hereby zone the subject property to the 1-1 Industrial District. Section 3: That pursuant to Public Hearing and recommendation and finding of the Plan Commission, the Village hereby grants the following variations of the Village's Zoning Ordinance and Village Code: a - Variation of Section 3-6:13 of the Zoning Ordinance to permit multiple existing buildings on one lot. b - Variation of Section 7E-9:A of the Zoning Ordinance to permit the construction of an eight foot (8') tall fence abutting all residential zoned districts. c - Variation of Section 7-1, Schedule of Bulk and Yard Requirement of the Zoning Ordinance to permit a maximum height of thirty-eight feet for buildings abutting a residentially zoned district, d - Variation of Section 8-1213-1-I:A3 of the Village Code to waive the required twenty- five foot (25') public utility and drainage easement along the property frontage on Higgins Road and Oakton Street. Section 4: That the annexation is subject to the following conditions set forth in the finding of fact from the Plan Commission dated October 26, 2017. a- The roadway alignment along King Street shall meet a 30 mph design speed. b - The water-main north of Gullo Drive shall be considered a public water main. c - Connect the sidewalk/ multi-use path to all existing sidewalks to the east and west of the property, including along Higgins, along Oakton and to Lively Boulevard. d - Provide a sidewalk/multi-use path around the entire east pond. e - Provide crosswalks across Higgins at King Street. f- No permits except demolition pen-nits shall be issued until the Preliminary Plat of Resubdivision is converted to a Final Plat of Resubdivision approved by the Board and until the 3.36 acres on the northwest of the property designated on the site plan as the future retail and mixed-use sites is zoned to B-2, provided, however, that Developer may apply for permits for excavation, preliminary grading work, filling and soil stockpiling on each of the respective Development Phases in preparation for the development of a particular Development Phase, as the case may be, provided that the Village Engineer has first reviewed and approved a grading plan and soil erosion and sedimentation control plan. g- Provide topsoil and sod, not seed, around the retention ponds. h - Provide a means of maintaining the designated water level during prolonged periods of dry weather. i - Retaining walls along the east end of the property shall be removed or reduced from the originally designated height on preliminary site plans in order to match the grade of adjacent existing developed properties. J - Provide for cross-access and parking agreements throughout the development as mutually determined necessary by the Developer and Village staff. k - Initial Perimeter and Boulevard Landscaping shall be in conformance with the Preliminary Landscape Plan by Kinley-Horn, dated July 7, 2017. All trees shall be a minimum four-inch (4") caliper and the designated species of the trees and shrubs shall conform to staff comments regarding same. Landscaping for individual lots to be hereafter approved shall meet the Village's Landscaping Requirements. 1 - After completion and occupancy of 80% and/or 100% of the total building area as shown on the proposed site plan, the Developer may be required by the Village to hire a traffic consultant (mutually agreeable to both parties, whose fee shall be paid by the Developer) to conduct a traffic study at the intersection of King Street and Oakton to determine whether a traffic signal is warranted. If the consultant reports a signal is necessary that this intersection, the developer shall, with concurrence of the Village, install such a signal. in -Covenants for the Technology Park Association pertaining to maintenance and repair considerations must be approved by staff. n - Subject to the cooperation of adjacent property owners to the East and recommendations of staff, Developer will use its best efforts to clean up the drainage ditch that borders the property in that area. Section 5: That the Village Clerk of the Village of Elk Grove Village is directed to record a certified copy of this ordinance together with a plat of annexation of said territory, as attached hereto as Exhibit B, with the Recorder of Deeds of Cook County Illinois. Section 6: That the Village Clerk is hereby directed to file with the County Clerk and the Cook County Election Department a certified copy of this ordinance together with a plat of annexation of said territory, and to report the annexation of the territory to the proper postal service officials. Section 7: That the Village Clerk is directed to amend the official Village map in accordance with the provisions of this ordinance. Section 8: That the Village Clerk is authorized to publish this ordinance in pamphlet form. Section 9: That this ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 141h day of November 2017. APPROVED this 14111 day of November 2017. AP OV D: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clefl'C PUBLISHED this 171" day of November 2017 in pamphlet form. EXHIBIT A 955 E. HIGGINS ROAD - 08-22-302-002-0000; 08-22-303-002-0000; 08-22-303-009-0000 THAT PART OF LOT 2 OF THE DIVISION OPT TH RANGE 11,T HALF OF OF HE THIRD QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, PRINICIPAL MERIDIAN, BOUNDED BY A LINE DESCRIBED AS FOLLOWS: COMMENCING AT A POINT WHICH IS THE INTERSECTION OF THE WEST LINE OF SAID LOT 2 WITH THE CENTER LINE OF HIGGINS EQUIDISROAD; THENCE OUTH ALONG TANT F OM SAID WEST LINE TO A POINT ON SAID WEST LE THAT IS THE CENTER LINE OF HIGGINS ROAD AND THE CENTER LINEiOFOF OAKTON OAKTON STREET STREET; THENCE EAST PARALLEL WITH I TO THE EAST LINE OF LOT 2; THENCE NORTH ON THE EAST LINE OF LOT 2 TO THE CENTER LINE OF HIGGINS ROAD; THENCE NORTHWESTERLY ALONG THE CENTER LINE OF HIGGINS ROAD TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS. PARCEL 2: THAT PART OF LOT 2 OF THE DIVISION OF THE RANGE 11,T HALFBAST OF THIF THE HTHIRD WEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, PRINCIPAL MERIDIAN, BOUNDED BY A LINE DESCRIBED AS FOLLOWS: COMMENCING AT A POINT WHICH IS THE INTERSECTION OF THE WEST LINE OF SAID LOT 2 WITH THE CENTER LINE OF HIGGINS ROAD; THENCE SOUTH ALONG SAID WEST LINE TO A POINT WHICH IS EQUIDISTANT KTON STREET FOR THE PLACE OF OF HIGGINS ROAD AND THE CENTER LINE OF OA BEGINNING; THENCE EAST PARALLEL WITH THE CENTER LINE OF OAKTON STREET TO THE EAST LINE OF SAID LOT THENCE STREETSOUTH TH NCE WEST ALONG LINE OF LOT 2 TO THE CENTER LINE OF OAKTON THE CENTER LINE OF OAKTON STREET TO THE WEST LINE OF LOT 2; THENCE NORTH ALONG SAID WEST LINE TO THE PLACE OF BEGINNING, N OK COUNTY, ILLINOIS. EXCEPTING THEREFROM A PORTION OF THE LAND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OFINDUSTRIAL REIDLOT 2 WHICH PARK UNITS ALSO THE SOUTHWEST CORNER OF LOT 58 IN HIGGINS NUMBER 40, BEING A SUBDIVISION IN THE SOUTHEAST 1/4 OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL OF SAID LOT 2 (BEING HE EAST LINE OF THENCE NORTH ALONG THE EAST LINE THE SOUTHWEST 1/4 AFORESAID) FOR A DISTANCE OF 242.72 FEET; THENCE WEST ALONG A LINE PARALLEL WITH THE CENTER LINE OF OAKTON STREET, A DISTANCE OF 354.76 FEET; THENCE SOUTH ALONG BEING THE EAST INE OF LOT 2 EAST LINE OF THE SOUTHWEST 1/4 AFORESAID, AFORESAID), A DISTANCE OF 487.68 FEET MORE OR LESS TO THE CENTER LINE OF OAKTON STREET; THENCE EAST ALONG THE CENTER LINE OF OAKTON STREET TO THE EAST LINE OF THE SOUTHWEST 1/4 OF T HE PO NT OF THENCE NORTH ALONG THE SAID EAST LINE OF THE SOUTHWEST 1/4 O BEGINNING, IN COOK COUNTY, ILLINOIS. PARCEL 3: THAT PART OF THE WEST HALF OF THE SOT E THIRDQPR NCIPALOMERLDIA , HWEST SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTH LINE OF SAID SOUTHWEST QUARTER WHICH IS 9.76 CHAINS EAST OF THE SOUTHWEST CORNER OF SAID QUARTER SECTION AND RUNNING THENCE EAST 10 CHAINS 31 LINS TO THE NORTH SOUTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION CHAINS 30 LINKS TO A POINT IN THE CENTER LINE OF HIGHWAY KNOWN AS HIGGINS ROAD; THENCE NORTH 81 DEGREES WEST ALONG THE CENTER LINE OF SAID HIGHWAY 10 CHAINS 40 LINKS; THENCE SOUTH 27 CHAINS 85 LINKS TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS HIGGINS ROAD AND OAKTON THAT PART LYING WITHIN THE RIGHT OF W STREET). 811 E. HIGGINS ROAD-08-22-302-005-0000 THAT PART OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, BEGINNING AT A POST AT THE SOUTHWEST CORNER OF SAID WEST HALF; THENCE EAST 9.76 CHAINS TO A POST; THENCE NORTH 27.85 CHAINS TO A POST IN THE CENTER OF ROAD; THENCE NORTH 81 DEGREES WEST 9.81 CHAINS TO A POST AT CORNER OF LAND OWNED BY H. SHARINGHAUSEN ON THE WEST LINE OF SAID WEST HALF; THENCE SOUTH 29.31 CHAINS TO THE PLACE OF BEGINNING (EXCEPTING THEREFROM THE SOUTH 950.0 FEET LINE THEREOF,THEREOF AND EXCEPT 414.16 FEET THEREOF AS MEASURED ON THE SOUTH THAT PART FALLING IN HIGGINS ROAD) IN COOK COUNTY, ILLINOIS. 743 E. HIGGINS ROAD -08-22-302-003-0000; 08-22-304-001-0000 THE WEST 230 FEET AS MEASURED ON THE SOUTH LINE THEREOF EXCEPT THE SOUTH 950 FEET THEREOF OF THE FOLLOWING DESCRIBED TRACT OF LAND: THAT PART OF THE WEST 1/2 OF THE SOUTHIWEST 1/4 OF NCIPAL MERIDIAN, BEGINNIAT TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PTHENCE EAST 9.76 A POINT AT THE SOUTH WEST CORNER OF SAID WEST 1/2; CHAINS TO A POST; THENCE NORTH 27.85 CHAINS TO A POST IN THE CENTER OF ROAD; THENCE NORTH 81 DEGREES WEST ON THE WEST POST AT LINE OF SAID WEST 1HE 2; OF LAND OWNED BY H. SCHARINGHAU THENCE SOUTH 29.31 CHAINS TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS. PARCEL 2: LOT I OF GIENZA AND MAJKA'S SUBDIVISION IN THE WEST 1/2 OF THE SOUTHWEST 1/4 OF SECTION 22, TOWNSHIP 41 NORTH, R SNGEXCE I I EAST EPTING THE THIRD PRINCIPAL MERIDIAN, IN COOK CO THEREFROM THAT PART OF LOT 1 DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 1 FOR A POINT OF BEGINNING; THENCE NORTH 0 DEGREES THENCE NORTH 81OF 156.47 DEGREES 47T TO THE NORTHEAST CORNER OF SAID LOT 1, MINUTES 30 SECONDS WEST, A DISTANCE OF 42.50 FEET; THENCE SOUTH 0 DEGREES EAST, A DISTANCE OF 36.00 FEET; THENCE SOUTH 18 DEGREES 23 MINUTES 18 SECONDS EAST,A DISTANCE OF 133.35 FEET TO THE POINT OF BEGINNING. 6 STANLEY STREET-08-22-304-002-0000 LOT 2 OF GIEMZA AND MAJKA'S TUBNI H p041�NORTH, RANGE 11IN THE WEST 1/2 OEASTEOF THE SOUTHWEST 1/4 OF SECTION 22, O THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. 18 STANLEY STREET-08-22-304-003-0000 F THE LOT 3 OF GIEMZA AND MAJKA'S IO4IINORTH, RANGE 11IN THE WEST 1/2 OEAST OF THE SOUTHWEST 1/4 OF SECTION 22, TOWNSHIP THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. 24 STANLEY STREET-08-22-304-004-0000 LOT 4 IN GIEMZA AND MAJKA'S SUBDIVISION NORTH, RANGE 1THE WEST 1/2 0F THE 1 EAST OF THE SOUTHWEST 1/4 OF SECTION 22, TON THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. 36 STANLEY STREET-08-22-304-005-0000 LOT 5 OF GIEMZA AND MAJKA'S SUBDIVISION IIN THE WEST 1/2 NORTH, RANGE 11OF THE EAST OF THE SOUTHWEST 1/4 OF SECTION 22, TOWN THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. 42 STANLEY.STREET- 08-22-304-006-0000 F THE LOT 6 OF GIEMZA AND MAJKA'SSUBDIVISION NORTH, RANGE 1 IOEAST OF THE SOUTHWEST 1/4 OF SECTION 22, TOWNSHIP THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. EXHIBIT B ............._..___... ...... ,........_._ __._....._...___...._......._._.._..__._._-....._._._. .. .._.........._.._.__...._..._..__..__...-..._... .._......_..."......._...... __.. ...._.....__..__..._....__. I PLAT OF ANNEXATION RECEIVED oe:a-7MbM i oa•rz-7w-m TO THE VILLAGE OF ELK GROVE VILLAGE sr sm7 :n-'ate .....;N...... YtUHl Glnc'1 MI+rl On-t1lK0l ri t'Mvtl a°tic•(.+ off'`,:.rl'1 e7 H I 4. :d^ Y I I ����'017,�t i l` L 7 r r y ��M 'xar. a \�x,�17 w �..�.a,x,.•� ' �� 1 >t\ i L� .,.r a, �. t �ar:rct '�j •_ in•.%n"Jo L`^`.�\ ro. .n^ t +. ia»so. ae•., lX Ix.. I._ k4. �� y\ k 1!�FYt•r a"t i +5 r6 53 f p y r 4 uz Y•oi`f ' aI 1 ` „L7it I� a it 4 i STAN,LyEY STREET 1 ...w'! - o�.nR t i; g a _.I C E,� 1su•u't.ii'eo e' S ��-dr• Fr'' i .. "4, Ut �u � ?e.it t.. � •-.•'� �Y�'1 w' f i P� N r „ • j f 7"�,s �.,� II .. r f � NF�' I�.� -•\ r.t'batt• i 1 �' r�A r. 7 t �� s �¢ K:wta'n „">`":`.;I K"� �. Frx ,s �• C _ ,.Y 4 l:l # '• ...i I u, `�b«. �:� .—HERESY ANNEXED YlIll1AM 9TREEi�. Px( ...:•., .1 GUN fir":iENUrEvY.ie i �rx�T.... ...MEQ._.... FLK ``-• ..... ...... , �'•' �'? THE A& OF \ 76 GROVE V1l1ACE e :,`f.�'Yn7IrN'.M'•', ,v.{n.unt� ro y I aw I i ^I / r'r,I 10'. «� > qq j rR, q � :'.'uk:2;:t«s. S ,•,x.+arra 4 I :1 4- -� � ,'1 ``` �.7 d� ..n.t51`\ a u.+<e 7�"F'..'"i ,�,„t•y,S"�9 aS!r uY',i>r.4`.("t:o f�' -b.. P tt saersrss'.� ...... �' cy 1 � run•R,.....e..a .a n_...... t�i j T I d � t .n e. i P s.rr 75'f4)tr.n t�. - s .x4 f sti " ..___............. 1.M:'itI1K'tN'1M. ............ i n9'F� ' .1}$ N jQ % I i.� � ^ 1�� )r p�rv:t ,ni' •:{ err! •• I 1 „ .w Mu. a. w NLm "''R"' � ,p•, � rs. � •Ni 1r. � � \ � ° t' ! n:.5."i,.n^.l r >�. .4.. •>'S°'..x nM ........,..„_....... I i a �o+Ts r nS`C.:nf•.. t ,...a , tsst.o r Y� / n t w ....... i MJa`.GUL.0.\iPXAi \, .. •• <T`44i•u,i ik � �iON{ iE 11 pp��neelw7vi ..o. 7 ° "\ ._/I. '£^._... a. __. ._.... .. am.•w.�,,...• .y>„ ..... KI.'Y., ! '-_._.. ......._1. y.. 1a.,n. ' .. ru, rc ,a••nr _.. ..__...._.___...__ � ..,.n yr�• "x” 4wvT.cam-aarrrAlY-rnm'�m!rt!•„r r.�.%••w.a�y. Anir ••” rov..�l,fxv ••ea •.._.....n �_-.___-- e..... 'm><1�n•K(mc+*mwr,n.,'9'ra'e�ar�'wrt-rrRrx,.e-r�tacnmrt'rsc+ `u�1+a:wY!r.a�aA:uucawna rt v,>Y.,¢q.aux„ "a',•••. > m H'�%Y.•e am n iii w�.. «n vtac,..n n.,u," a a �,>.rw:�o ntr�tC n,rt...a,n 1 w w. . r u, n..e..�wlm 1.na..0 a n.rxr.nu.en.. •aramtr�r�x u(�,�.is,t-.r<.tc.-mr—_.__.._. unt..v..,vh K:.e,Ti.u., nn r•ann., n(v: .«.:,se nr w r ...r u>. WN+.s.RIC....._........___... r'. ._..._................................ .........._... 4®f ,••`R. %:RIR r� U 1 U V�"' ra t.,r,(�rnvn 1 J�3 G'� ��is� C,(��.:,1. ._.—: � , ,.._.,�'„ .,• ,. .. .�.;�C� raw. oe-rt•xewz RE°�'vE° PLAT OF ANNEXATION oe-u-»s-eet cF, t r.� �e.n-TOF•aot TO THE VILLAGE OF ELK GROVE VILLAGE rtwuanfau � p:�oa-ooi _.N.. orMMM 10 HkMt}l t tCX'ATIpH I.<Lf, _ t 1 � bs3+4 1 •r'�` I � 1 �• ; }"'4 u'rct:~. li. 1 ...,-tcax�a_i� ��r t p.. ._`L" ?S,.A"4„�•_ I ' A i" '.4 . "S .,'."'f..�:.• I � ` .. � r 4 f f. _� nl^e n ...1•x� +`° ss'uvtr 11�M. ",.�k j 3�* �q k dv"k 1'�,4'8?w'.,t�d d�"".��"":�`r��;1.< A 4 „ 5 dY �atd t 'k1. H G �'✓ `��.keu.a i + h L ANEY STREET jj P�tcr�.>.�•, � �i� s p.. ,�„� ��'•L \ dw � _ � °a � _'� I �I R ,� Ss. tK�,•f•�1p.,t."5y V� 1 p ST <. � :�- w �w"aaf'I.' �tZ lii� L — IJ.. ...Ii x �. .. ' S3 1 ,. �0su•.�t�r __ �q..... 1 re,f.... dy� � ar.,rM K•w.......:e:� I in., n� -5 , O� �yf VS� �? i p I 11a, 1 ( !d ��" ."�^ ���f}��a `���• i( Ci�a#+ra ae: � k' a Yes�te.s I 3, e I dvi�• .-.�• !�. } S"K er 4 k'"�3i '?`5 k rk �ia�f+�c r I vu a ua � •ice ....`,`\. I �+t�::r'r`' .•- ._... I �l ,:�"f"•n � a ��e.�i`Y 4. I -NEAEEY ANNEXED r • .+..,.. tr fw GROVEVIVILLAGE ELK •`�^ ar,r t'ae'. q' }"r d ,� .">"f•5 \ / i_.........,..........- ! Y ' tV,It4AM �T1tEEt aYkLLi b'.�.Y �uE. `=I es.Tf3"G uca'E d1 LESS td...p s i I `. ei �� �• i j ^i t ! z �' .a.:-, J f a�' � ��� vim..Y,Yie . a,,:` �'.lti,.�»,''o..•�.•.: :..•u..,.__o...__...._.. .__.. f v` i �a y �I�""I _ie. dN'.'£.,l. \ .I�a. rxfa .moi �...-_-'� . .d............................................__............_..... i ��� I r!S"}' }jf I toe f y I `,j E f�R..t'.,a�X l!`A ; •nn. sF � ? �Iw4 SkT. s �.. "� 1• .. ; !�}.. 3,. � i�Rf•w..ons nr aoa d 1 . r r.<-,a,.'a j1 j .xk 7 r `rv.�.•c.<,v.n M, a e Xk":,w _._... _.._..._. ... f I •p , t S i }�. Ir} rfl'(+��utaw " 1GSTd0' l va:,u.aau.na•xlcu :.. #-,:,5 g .� §.iA l.tiif... .- n-•:Hoar to (130-_ f.__._ ..:..?.•..._...,. ........_._..__.._._•_._ ".Yr:'ea r 'A. +'fr'w'.o,r M :.r..a ""�([�} q��§`pp'���qq'{{' ......._. t /�• .... . ,� n +a..watt ....' �•-�n u.Ai�.«w 5' ...... �..,'�.__I.' NMA. e .._. '.M1 WlrtTY9Rll'16'+War'C.,.lr`ru rn na%s R.A^M1 LM. s�q Y,"t "f�.f i�.n .py ala Au ne«a..a_,sstu".n,urAu eva:n.wu-:u.t�ta�u:i ,��.w.e, •.�i,.t ,_w �'•�v:���,•• m.....d n{�,ai r'n r�rv.n....•.c oN!,i Itd.+�Wvt Wn M,n w: •..M i�,MUl.'vq tf��n%}k"a�� f ro dr.�l V P��.Y»w.fAY��I�C w'6%'Ilf,�� a,n.uer..�ro.m rerM:%.ti rKli'L`'�'.:<,S."r M tiro:rra e•+No w.w.r.�rl,s +..1u.w a... ♦M:t�K<lv Iut✓_0.„a�M�_...h Ate.rxaw.h.1.Nt. n ., v ..__..........__..... ..._..._. .un ncr' - .a.. _•_•.. _ M `>iMMI ET 3103U.1 x:''91101?Ilii ' EXHIBIT D FINAL PLAT OF SUBDIVISION RESOLUTION 719115.8 D-1 RESOLUTION NO. 63-17 A RESOLUTION APPROVING THE FINAL PLAT OF SUBDIVISION IDENTIFIED AS ELK GROVE TECHNOLOGY PARK SUBDIVISION NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That approval is hereby given the Final Plat of Subdivision identified as Elk Grove Technology Park Subdivision being a subdivision in the Southwest Quarter of the Section 22, Township 41 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois, a copy of which is attached hereto and made a part hereof as if fully set forth. Section 2: That the Mayor and Village Clerk are hereby authorized to sign said Plat for and in the name of the Village and attach thereto the corporate seal. Section 3: That the Village Clerk is hereby directed to record a copy of said Plat with the Recorder of Deeds of Cook County, Illinois. Section 4: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AVES: 6 NAVS: 0 ABSENT: 0 PASSED this 1411 day of November 2017. APPROVED this 1411 day of November 2017. APPR ED: or Craig B. Johnson Village of Elk Grove Village ATTEST: retta M. Mor hy, ViII ge Clerk`' Lo n . MEET INDEX ,-R'1•,:'ML FINAL PLAT OF KAw n,,:.wR rr Iv.,mrT a-r i- gi,:i K'n A¢r ut u.,nrr a-=���.,S+ac r� ELK GROVE TECHNOLOGY PARK SUBDIVISION =1,=M= snrx tsrotLDKM.MVnG / \ Po:=;ate 'I K r,:„ " st:n;a I H.Y.`Y:SI}r h=w,;e,Rl ti•'SIt,O:cS1IP M SIt IID+=t,"DwM11F„ d-II•)01gpb , $n/rw °kt ir.t°St 0'"R!,°:�r'AJKIr At Vt",uUR tN CW f1 x,.I:'.AD)b. � O=-fR,a2.OSS i 1'I^'h•^',T"`+'^11^ L'11_�W..C'4 tii nrlmn,a nrarmte Pn rrD Irmwaa wnw<. 5414\`tt. tits ,CGL55 0 of !!M-0 r"D 5r,1 , r sir 9L1./f °I 'Sh_ _ 112"•` Yvn' Ln SI 1G. "5S =,.f n '$PWit i K M.'.,tit hl 4 M- D ",✓IMS r 590:1 1.955 l t.(r.` 151:. I.tr: ? \ %Olii,l Otr,s ibi h I MDS UJI IS C+�It!0./14'5 S I 1.G1 11K 1, 1,\'5,5\'9 Ir.YSR 1=',MX5ttD4'ILG <,M4 j,5 D ! t,t YJi(p: N I 11 r.t to Y.OR nl.G ROD 1 4t2 r] YYrb I ,dMRrl r c •at i Dr �t n0.nrow 's S•�^ _ � I. � I. I uw <tI I tr�'��9 I `C�„ G1•r LSW 4L IMtR), � Ii,.f }T R' ��t� A r we i,n0.r n r -C!" 71 m.. . o;.; `1 •` l y AO > RO t :'n"",._tif :"'° 0.r "`:�I'0. Q r .-,._.5..,- '7 ""`p�^•�, .._.7r7J M f °,,�, ''t ti•.'i,wr .o,»°=w ,r se rp7o 2 '^'�;"I.„,M..T w=a T4=_ 0. !!w { P,; 1.,�S«:,1”" 0.T. >• {. I.._�...:,.... ...I z_._: n` sUP � .•t ° '° r.. .A.I..r:t _`,,._._t.0., f 'ca,r~ R. 9 'r.T Lr 7so31 u-I R» t...�-.`�._!tn•>w \I t sr "(x.._...,.__...._ I "I s t STA �nSTREFT I r°u.+/R �....� E t�De�rJ r r.'�..•,x ,-...,,,,1160.} ,•,Y+'t� 9 rAbi rtia � 1 .. D�• I4� x45y}� cc R ru`1 Iswu�Ab I .a, � y � 5 W'G 5:!:i4 � I , rav,�, iR;'M t+Y:Y t' NSI •-- = Y , N hui 9 m y 4 ,r " i 1 i ''{ l,"Y,. bx'.1,R° •' h.,.A4�,�,�.G _ .....,,_.._ - $, I �'f-"`1'..__ ns—, -11 Y .' rZ41r.••P R�,{ Ir'ti _*� i s ' { c 'R hEl 111 PG x - ° �° lit Rj C,1'R. i .ttl°: it < .i. 1.1',r i IYM,'„•11_�t M S1�( �99 I '.D j} S4:'J 1.1' '�;rP Pi 19 !R A ` 1 b• .. n, d R193`HE?'16 t 1 ,., ..n. i r ri r.i i �lll'' tARat, = C R�t4 = rWa, ✓ I e Ci 7 J r ..._..._... w. .0.r ...,. 1 T j .. 6\7.36' SRe•M D'P�. .. ti .'� Rr ..... CULL AVENUE r.PrRxt!♦ !t,•t,..:5''�,...,, n:. refs. V R.IM or 4[411+'1 i'. VALUAM STREET / � g •. f 1 t0�yytt G1m RA ! CA 51' ,n0. .,•\ 1 •y I \� z �1 t. 1 inn'.°e� ,.' I {•, � 1 h I� l I �,� I 0.i � T- � •••ss4 3s Rse s,'ss t t ! { I , i I r,PGtt t b 1 1,11 4 F � I f,• C ( •�iM I > 1 ,. �,..d _. 1 \\ .a �Y..'t• I0. '�`__1 ! I I 1 t�� •:x,0..w \ ST '•e`' tGl'_. /���yfo��t I I I �ttnnv.t4 v I 1 ' 1 I' �=v x�1S";,� �{�:a}5;'`k',V•iikk.kn'.`..•' 4 "�_��.. � :1\�....-.._ _. __^,._....._..«... ... G.. ......-.___ ,u0. ... _.__-_.... FXT t .w.r`n y I x414 T9 46! . _... ._.._. y i ..rroAr.'r0N STA _-.,.. - (I v .../_....... It r ..5••• 1 ...-.._......__.�___»�..-._.«....,.«..._ ..i moi^. fFt 9 l d a31,13�3 I PDAMt4 i 4ceM9,D:c "$, t itA^`�, E �� ' CAt+`:�M2111[M MNVP'LLt "i1'.l Jt1��_�.lf u3{.e k,1 �. .11,:1,! � �•—• 1 •5o Kit Fan 1:...,xctt rw _.. ..._. - :.,.... .0.r r.... s.0. FINAL PLAT OF ELK GROVE TECHNOLOGY PARK SUBDIVISION ce•u•us_yz oe•!r•vs-vn m-:ax-as �,r L unmvts:st o-T-v,riot to 4 scu+�c1 atilt x set,iw re.•rn.r.,.r, ot-!rf•�-wt 1 wN1.,�..x 1t,ui,'a�1.c t.uw.x:w.vro dt.n:r�:n t[c•c tcwlr.x.±Yc:s. ei-i:�a:-0r°f�.'a ( i r �.:..r,y ,"�.� .Iy staexJn•r•a•aausu�suett ..rtrn ,a mae!..A r.0 Y u mn,s r eoor t;ss t. t�,e tnrv.r:Ke ru•w ,d..ara yr a.a w n ewsTon a!w n"tu r!. '4'1h e?d�1 a-K��+x vrY�ef i'�w °��p•s....lr t�ra�i. s I , Y K a r..v���tt ,sr r?.xx• t"i.1 a 'fir, t :`` iMUh}µ,b"" .T"ar<'. sY(°rFK te"'( 'fF.t :�o-ri�rrr'1,Z7ia�;9.�"' t,a.5;.'?na K,r..2,anw�;! -- —._.�. �. FFa1»c�b°ib idSk"i?"'a n•we .�t n rK. ( <be♦1I.'"a,a uw!ar. L,tO•la,�Crr n...�,___..... .N_.._ f mt�o-rt•mn.ra`hinrn• � . wxF'�,+�i'A.raw .r adu r rt!1aro'oac'rrE•,,,R.._�..��__ R:rx'n"t+rs*.^.*:n_•..........._......_... I y.ei, –' 1♦rxtav:star.:ttuuut, —._...__..n.ro__. a a!u:rut taw,n n�uo N.ti et I t:!F@"C6�lA'1"f M++'ant t••<...,d'♦Mrl,Y.lr!K'..4rA k fJ a9!e vu•R.A:MaI"1 i ilii.K t r.e. t o 1J;!L' �:1t::68..ltLTJ,Gi<✓ K n ra e'ra_,s+.._auu •rouaos_•.nsY.s..m•.swt n arx..•!.u....ruara,e n• d n.mn.+. tUmtT n.__.J I !e�aat__.._._.._.._....._,.»_.�..._.�._.._._..,1 dtM.n•*K, �n1+TryCv✓Fli"J"S�iC�••�.,iie'bi"':riT''\ f•F';'.,•. '.1R;"g�taA,au-�t1N:n Lo rata n..!s` _...._...._.._....__._..�_..`._ I �rn a is ow1t�Mti..• u. rfzrr..s x*n:.c ,,:1:tr-•– - l � .!!,.1..___........_..�.._•__ d (irAl'm„S?V'l"f6i:i�'t'�'fV.!It:._........ ` r•R w• u K q'aW a M••vV t Krtn , Y,+ • ! t� :rr•+YrA n < a trpa'attM i !Ke.�sr,d_.,..«..._....•.�v.._...... t rr t •rtMa ta.�aly J' 1 'rte n!t nt.'V•'� e . .........__ _..._.��_._.. '.r K,ai aK 4l••tita��W%Iri�.t!r a.�i'Y!nl"ikiir•aw raa Tu hate TaSv!a y w!.,..a.:.e:`"••:'•:"f." ,�':,z;..r.r.> V`U"n r 41 1".J a.:r+w!o+ ; I' �",.Y,'D':.' �,hk–.'ra•iut'.7r ra"0.::'w!r n K n�;"�tS',''.^u. .:.r�5.i d` 'a.t.!L L � �)!•� I ��' J.._._...._„...vet'..taMn\a'�..........:.,•..�_._.._....4t.k....„.. y it et'S •' wy"N. � a m r !.w rr• ru r . t+✓r._..._.__.... KN•[>mrr..v 1K a,::rrn, r.,.r� rn Kw ,� ...._.»........ .. .''ed alf'r•:w,•.i frig±t •' •nsrw �!N 1'{S :.:.y'..,.......•V..... ........ w..... � •atb ! U 1..M tKAln '%il.',•a v:♦:lsaw;,r.4 e•n„a.•s•n ut-o-n.!;rrn;..: 1 �.. t,lR•mcrr',nrnlr as!., 'M.i:,rr r, ,t.a. ;: r,,,l,� aK f`” a .c': ed�:R'�•`'t. :!A...tc.K,a..•u M M �wi f ! _T W ✓.rt v.b\Kl .r_.._or!ar...._................%.� ” h 1. r♦♦ A 4br• i,++nr.rir Hsl!r�•e i ri r YJ rt, r, iWToi,",.._................................................................ r••rh!: nor a^�y>n,� r'n�M'1r+i n ere d •1'"Mt L:�eJ\ ( .wtrMie'Iw„tm<rw�t�Mat K.Lfth rse M r •• uq KeRnh:�l.••K 1:1.110 tA+\rlf�er��nY.•pY K v ..� W'a♦,ta,?at hrn•V,-}1•"M!�f iG•t,1.X�:"''.� aiitt+rd's*:'„aM�:Kilxtii'titi�0a+."u"Ar•'r}^oh•".!"ia ��in•11rr r��i'trT u m M e• tia!�:lw'kaisiR rV�%�rwI,�"r\ .rl at;lreru, •r y i ti�,t'tri R�rMtT4.PY lh[ft l,M.•:Y..'i•ln gni rt •wVa,v�tyrr�;'�r'd,••i\al'RO�i1t�WCIKi mw Yro.r.+r rq.pt. _aAµYt n.r!•.o•K:Y\'•,a.•_!•.•r____.�_...M_�a Iadv%,V tsvee•Ya KriLL, rrarrrm raa 5!SC RIT Mtn'u♦>n[R i4: EXHIBIT E PRELIMINARY PLAT OF RESUBDIVISION RESOLUTON 719115.8 E-1 RESOLUTION NO. 64-17 A RESOLUTION APPROVING THE PRELIMINARY PLAT OF RESUBDIVISION IDENTIFIED AS PRELIMINARY PLAT OF ELK GROVE TECHNOLOGY PARK RESUBDIVISION NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That approval is hereby given the Preliminary Plat of Resubdivision identified as Elk Grove Technology Park Resubdivision, being a subdivision in the Southwest Quarter of the Section 22, Township 41 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois a copy of which is attached hereto and made a part hereof as if fully set forth. Section 2: That the Mayor and Village Clerk are hereby authorized to sign said Plat for and in the name of the Village and attach thereto the corporate seal. Section 3: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 141x' day of November 2017. APPROVED this 14t" day of November 2017. APPR D: aor Craig B. Johnson Village of Elk Grove Village ATTEST: v � v `' , Loretta M. Murphy, Village Clerk PRELIMINARY PLAT OF ELK GROVE TECHNOLOGY PARK RESUBDIVISION w 1w1 tot VK tal". N';- .......... MIS �7 .1. A! ........... u� 4 R, L .... ..... .?.— ",'vi Mr .0 ;niii ':�........... 1J6 '1 yqj LOT 2 5. N4VA kzt KING J lea- zl. .LOT 7 .................... LOT 3 Y LOT 4 LOT 6 E, x .......... .............. ............. qhs aN9+ ......................... ... ......... ... .6' 99MS'S0'91' ............ ........ ............... . M— ............ ULLO AVENUE ..m J- LOT 8 7-T., Irl i .............. LOT 5 ................ ........... �//......... .. ........ ............. ....... ........... ........ .......... .......... FAN�......... ........ too izo ... .................................. ..... .......... ................ ................. ................ fir, il" .......... ................... PRELIMINARY PLAT OF ELK GROVE TECHNOLOGY PARK RESUBDIVISION Inn- ..-13 '........ ir"'n—urm 1=111 6411 ........................ „wt._.......... ..................... ............................ "MAIA-4-MUMIL ............. ............ "..us n.-v- �..c T.- ................ ............. A 1114" ........... [AaF 10, ............ .. ... . . .. ...... .... ........................... .... ............. .... ..... . .............. . ........ ......... .................................... EXHIBIT F PLAT OF VACATION ORDINANCE 719233.1 F-1 RESOLUTION NO. 65-17 A RESOLUTION APPROVING THE PLAT OF VACATION OF WILLIAM STREET AND STANLEY STREET AND EASEMENT FOR SEWER AND WATER PURPOSES GIEMZA AND MAJKA'S SUBDIVISION NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That approval is hereby given the final Plat of Vacation of William Street and Stanley Street and Easement for Sewer and Water Purposes identified as Plat of Vacation being all of William Street and Stanley Street dedicated by Giemza and Majka's Subdivision located in the West half of the Southwest Quarter of Section 22, Township 41 North, Range 11, East of the Third Principal Meridian, According to the Plat thereof recorded May 29, 1951 as document 15087726, in Cook County Illinois. Also, all of Stanley Street dedicated by the Plat of Dedication Recorded June 21, 1983 as Document 26652353 located in the West half of the Southwest Quarter of Section 22, Township 41 North, Range 11, East of the Third Principal Meridian, in Cook County Illinois a copy of which is attached hereto and made a part hereof as if fully set forth. Section 2: That the Mayor and Village Clerk are hereby authorized to sign said plat for and in the name of the Village and attach thereto the corporate seal. Section 3: That the Village Clerk is hereby directed to record a copy of said Plat with the Recorder of Deeds of Cook County, Illinois. Section 4: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 141h day of November 2017. APPROVED this 1411' day of November 2017. AP OV D: ayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk,% PLAY ®F VACATION T � OF WILLIAM STREET AND STANLEY STREE !' 5 AND EASEMENT FOR SEWER AND WATER PURPOSES �- U " k I 0 O�+srs M eURlxcsi u g _ iq�SCgv IL E.st Y E82'+ 75.TIP"' '. Lm 5 ^m 4 LO,z Y�. ., w x �o w Mvet✓+�naxopis,ns__ r _,y_ r¢ I _ya �Srf jyri LOT 3�9y6 qq 7•b _�' Y wtip'Od' C ,y Zai m 10,+ aay I 1 I�V —±-- urnti.I.x�x,�[w.q[w Gtsfw�erD Prl r - Y- L0,5 x.n u Lsu,r. "'ce.xa..r+c,x mtsa wm i4 I LOT 6 � 5116'IRI. NBE'S6'S0'£ m.r+r ru uwL vu.us « 515t02' fooWILLIAocMnM aoTrA.EeaKaM ` victim ,e.a GULL VENUE j 588'!6' 0.1,,,— D K ieiaii 2' ,K a�oi.aLi 1e .v xoxwaw�tn `p. w' ns L aai o pato-s,e¢, LOT. 50t` LOT i .�.. o r��,�,•L 8 �h�� W ai `o�"� dds,t6' uy O Y- . S ¢ ' - o-'5uL artx [[°SNJx,S wt 5.wx. OAKTON STREET --- RECEIVED n SEP f 2W 2 larlwl Ta I� If("�O Iry PPETWE➢TOR• CLIEFrY OefKE IP�W p O l`�l�Cil O I1V IS Il vw+:llarl+asuo :Iu,I Na�oes®I t a=J . FEF1E�fVlS�CMTS Y61.L PNM.LL tO1N EXHIBIT G REDEVELOPMENT AGREEMENT ORDINANCE 719233.1 G-1 ORDINANCE NO. 3532 AN ORDINANCE AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A REDEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND BIG ACQUISITIONS, LLC ELK GROVE VILLAGE NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached document marked: REDEVELOPMENT AGREEMENT a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 14" day of November 2017. APPROVED this 141h day of November 2017. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Lo etta M. Murphy, Vil age Cler EXECUTION REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT, is made and entered into as of the 14th day of November, 2017 by and between the VILLAGE OF ELK GROVE VILLAGE, an Illinois home rule municipal corporation located in Cook and DuPage Counties, Illinois (the "Village"), and BIG ACQUISITIONS, LLC, its affiliates, successors and assigns, an Illinois limited liability company (the "Developer''). RECITALS A. Pursuant to the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11 - 74.4-1 et seq. (the "Act'), the Village authorized Camiros, Ltd. to prepare a feasibility study to determine the eligibility of a certain area consisting of approximately 165 acres as depicted on Exhibit A attached hereto (the "Redevelopment Area" or "Redevelopment Project Area") for redevelopment under the Act. The feasibility study, dated July, 2017, concluded that the Redevelopment Area included both improved and vacant land with factors making it eligible as a blighted area. The Village then authorized the preparation of the Higgins Corridor Tax Increment Financing Redevelopment Plan and Project (the "Plan"), which was placed on file with the Village Clerk on August 18, 2017. B. On August 29, 2017, the Village Board adopted Ordinance No. 17- 3512 which, in accordance with the terms and conditions of the Act, set the time and date for a Joint Review Board Meeting and a Public Hearing, established an Interested Persons Registry, and provided for the mailing of certain notices. C. On September 18, 2017, the Village convened a meeting of the Joint Review Board ("JRB") to review the feasibility study and other planning documents related to the Redevelopment Area and the Plan and the majority of the JRB members present voted to recommended approval of both the Redevelopment Area and the Plan. 719155.10 On October 24, 2017, the Village Board held a public hearing for public comment on the Plan. D. The Developer has contracted to purchase approximately ±86 acres of real property within the Redevelopment Area, which includes the property known as the Busse farm ("Busse Farm"), approximately 5.5 acres of vacant land ("Pecora Property'), approximately 4.5 acres of vacant land ("Costello Property'), five (5) single family homes ("Homes"), two (2) improved industrial properties, located at 70-80 Lively ("Lively Lots"), and in addition, pursuant to this Agreement, from the Village an approximately ±3 acre parcel currently improved with a fire station, located generally at the northwest corner of Oakton and Lively in the Village, legally described on Exhibit B, attached hereto and made a part hereof ("Village Property'), which the Village has agreed to convey to the Developer subject to the terms and conditions set forth herein. The Busse Farm, Pecora Property, Costello Property, Homes, Lively Lots and Village Property are collectively referred to herein as the "Property," all as legally described on Exhibit C, attached hereto and made a part hereof. Most of the Property is not currently in the Village's corporate boundaries and Developer has agreed to annex that portion of the Property into the Village, subject to certain terms and conditions as set forth in a separate Annexation Agreement by and between the Village and the Developer. E. In accordance with this Agreement, Developer shall redevelop (i) a portion of the Property in order to develop a research, assembly, manufacturing, sale and light industrial technology park development, of approximately 1,200,000 square feet of building area (said portion being "Technology Park'), and (ii) a portion of the Property of approximately 3.0 acres with proposed commercial retail and/or mixed use development (said portion being "Commercial") (collectively, the Technology Park and the Commercial are the "Project"). F. Subject to the terms and conditions of this Agreement, Developer has agreed to complete or cause to complete, in reliance on the Village's commitments set 2 719155.10 forth in this Agreement, to develop the Project in a first-class manner and, based on this commitment and other representations of the Developer, the Village has agreed to annex the Property and provide the assistance described herein. G. The Developer has represented to the Village that the Developer has been and continues to be unable and unwilling to undertake the redevelopment of the Property, but for certain incentives, including but not limited to the Village providing financing assistance by issuing a tax increment non-recourse revenue note, or notes ("Note" or "Notes"), in accordance with the Act, and as defined below, which the Village is willing to provide under the terms and conditions contained herein. The Village acknowledges that, but for the economic development incentives to be provided in accordance with this Agreement, including but not limited to the Notes, Developer cannot: (i) successfully and economically develop the Property and the Project in a manner satisfactory to the Village; and (ii) incur certain extraordinary project development and construction costs required by the Village. The Village has determined that it is desirable and in the Village's best interests to assist Developer in the manner set forth herein and as this Agreement may be supplemented and amended. H. The Village, after giving all notices required by law and after conducting all public hearings required by law, adopted the following ordinances annexing the Property, approving the zoning, certain variations, and plats of subdivision: (i) Resolution No. 62-17, approving an Annexation Agreement between the Village and the designated owners of the property to be annexed to the Village; (ii) Ordinance No. 3528, an ordinance Annexing and Rezoning Certain Territory to the Village of Elk Grove Village subject to various conditions, Granting Variations of the Zoning Ordinance and Approving a Landscape Plan (Brennan Investment Group) Busse Farm; 3 719155.10 (iii) Resolution No. 63-17, approving The Final Plat of Subdivision identified as the Elk Grove Technology Park Subdivision; (iv) Resolution No. 64-17, approving the Preliminary Plat of Resubdivision identified as the Preliminary Plat of Elk Grove Technology Park Resubdivision; and (v) Resolution No. 65-17, approving the Plat of Vacation of William Street and Stanley Street and Easement for Sewer and Water Purposes. The foregoing ordinances and resolution as set out in this paragraph H are collectively referred to as the "Planning Ordinances." I. On November 14, 2017, after adopting the Planning Ordinances, the Village introduced and adopted the following ordinances: (i) Ordinance No. 3529, approving the Village of Elk Grove Village Higgins Road Corridor Tax Increment Redevelopment Plan and Project; (ii) Ordinance No. 3530, designating the Village of Elk Grove Village Higgins Road Corridor Redevelopment Project Area; and (iii) Ordinance No. 3531, adopting Tax Increment Financing for the Village of Elk Grove Village, Cook County Illinois, In Connection with the Designation of the Higgins Road Corridor Redevelopment Project Area. The foregoing ordinances as set out in this Paragraph I are collectively referred to herein as the "TIF Ordinances." J. The Village, after due and careful consideration, has concluded that the construction and development of the Project, as described in this Agreement: (i) would not reasonably be realized without the financial assistance contemplated in this Agreement; (ii) will further the Plan, the growth of the Village, and stimulate reinvestment of other property in the Redevelopment Project Area; (iii) shall increase the assessed valuation of the real estate within the Village; and (iv) shall otherwise be in 4 719155.10 the best interests of the Village by furthering the health, safety, and welfare of its residents and taxpayers. K. The Village is authorized to enter into this Agreement and take all actions contemplated by it pursuant to the authority provided under the Act, as well as the Corporate Authorities' passage and approval of the Ordinances described above. 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: I RECITALS PART OF AGREEMENT The recitations set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and made a part of this Agreement as though they were fully set forth in this Article I. I I MUTUAL ASSISTANCE The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications (and, in the Village's case, the adoption by the Village of such ordinances and resolutions), as may be necessary or appropriate to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. III REDEVELOPMENT PROJECT 3.01. Description of the Technology Park The Developer hereby agrees to develop or cause to be developed the Project, subject to and in accordance with this Agreement, and all other applicable codes and 5 719155.10 laws. As previously stated, the Technology Park will consist of not less than 1,200,000 square feet of research, assembly, manufacturing, and sales and other light industrial technology users along with a three acre retail/commercial development. The Developer hereby represents to the Village that the Technology Park will not be developed as a logistics development, or primary warehouse development, but will only include the uses contemplated by and provided for in the Planning Ordinances. This representation is material to the Village entering into this Agreement and providing the assistance described herein. 3.02. Planning Ordinances. The Planning Ordinances include approval of certain design guidelines, that provide for, among other things, design criteria, including but not limited to building materials, landscaping plans, building heights and setbacks, signage and road designs ("Design Guidelines"). Developer hereby acknowledges that the Village has entered into this Agreement based on Developer's representations and warranties that it will develop or cause to be developed the Project in substantial conformance with the Planning Ordinances and Design Guidelines. The Village acknowledges that in order for Developer to develop the Project in substantial conformance with the Planning Ordinances and Design Guidelines, the Village shall reasonably cooperate with Developer to obtain final zoning, platting, permits and any other approvals, as may be required, which approvals shall not be unreasonably withheld, denied, delayed or conditioned through the passage by the Village of the appropriate ordinance or resolution, and any other applicable development approvals and permits, required by all governmental bodies with regulatory authority over the Project, reasonably, satisfactory to, and required for Developer to develop the Project. 6 719155.10 3.03. Developer Obligations The Developer shall perform and complete the obligations listed below ("Developer Obligations") and once completed, the Village shall become obligated to issue the Notes, and deliver to Developer a "Certificate of Completion" as set forth in paragraph 3.14. A. Propert . Developer shall have taken title to the Property, exclusive of the Village Property as defined herein, on or before February 1, 2018 unless the parties mutually agree to extend the date, due to circumstances beyond the Developer's control. B. Commencement. Subject to Force Majeure and the Developer's acquisition of the Property, (excepting the Village Property which the parties acknowledge will be acquired by the Developer from the Village at a later date, as provided for in this Agreement), Developer shall Commence Construction (as defined below) on the Required Improvements (as defined below) of the Project on or before the date (the "Commencement Deadline") that is the later of (i) October 31, 2018, or (ii) sixty (60)-days after obtaining Construction Approvals (as defined below). "Commence Construction" shall mean that Developer has begun grading, excavation or other physical alterations or improvements of the Property in furtherance of the Required Improvements. "Construction Approvals" shall mean the required approvals and permits from the Village, the Illinois Department of Transportation (ID07), the Metropolitan Water Reclamation District (MWRD) and any other governmental body having authority over the Property which are needed in order to construct the Required Improvements. Notwithstanding anything contained in this Agreement to the contrary, the Developer may request from the Village the right, at the Developer's risk, to commence mass grading of the Property, prior to securing the Construction Approvals, upon posting necessary security with the Village. Notwithstanding anything contained in this Agreement to the contrary, Developer's failure to Commence Construction of the 719155.10 Required Improvements on or before the Commencement Deadline shall not result in a default by Developer nor permit the Village to terminate this Agreement. C. Required Improvements. Developer shall have completed the following improvements ("Required Improvements") and the Village shall have inspected and approved the Required Improvements within fifteen (15) business days after completion, such approval not to be unreasonably withheld, conditioned or delayed. Except for item (i) below, the estimated costs currently identified for the balance of the Required Improvements are itemized on Exhibit D, attached hereto and made a part hereof and represent a portion of the project eligible costs for reimbursement under the Act ("TIF Costs"). The currently identified TIF Costs incurred or to be incurred by Developer as set forth in Exhibit D, which may be amended from time to time to include subsequently identified and verified Project TIF Costs, as requested by the Village. In the event of savings in one line item, Developer shall have the right to reallocate costs among line items: (i) Construction of Original Buildings. Developer shall have completed or there shall have been completed, the shell construction of a building or buildings with a combined square footage of not less than 500,000 square feet ("Original Buildings"). Developer may vary the orientation, location and configuration of the buildings, pursuant to the Planning Ordinances, provided that any revised orientation, location and configuration does not result in a reduction of the minimum 500,000 square feet. (ii) Public Improvements. Developer shall have substantially completed (e.g., except for final asphalt lift) a four-lane boulevard connecting Oakton Street and Higgins Road (the "King Street Boulevard") and an additional four lane boulevard connecting Bond Street to the King Street Boulevard ("Bond Street Boulevard"). "Boulevard" shall mean that the road is separated by a raised, twelve foot (12') wide median with extensive landscaping irrigation, and lighting, pursuant to the Planning Ordinances. During the same phase that the Boulevards are constructed, the Developer will also install any public sanitary sewer main, water main (including the water connection between Stanley Street and King Street Boulevard), fire hydrants, curb, gutter, streetlights, and sidewalks in the King Street Boulevard and Bond Street Boulevard rights-of-way and adjacent easements. s 719155.10 (iii) Landscaping. Weather permitting, the landscaping shall have been installed as set forth in the landscaping plans approved by the Village pursuant to the Planning Ordinances for the perimeter of the Property (exclusive of the Village Property), detention ponds, the King Street Boulevard and Bond Street Boulevard, the Plaza and the Path (each as defined below) ("Landscaping"). Irrigation shall have been installed in all boulevard landscaped areas. Landscaping for individual buildings shall be completed as each building is constructed. Dead and damaged plantings shall be replaced immediately, weather permitting, by Developer and/or individual building owner, as the case may be, but shall not be a condition or part of the Required Improvements. (iv) Stormwater Facilities. Developer shall have constructed the public and common area stormwater detention and retention basins and related transmission lines, located along Higgins Road, but excepting those stormwater control facilities and private lines to be constructed for individual buildings, as depicted and in material conformance with the final engineering plans as approved by the Illinois Department of Transportation (IDOT), Metropolitan Water Reclamation District (MINRD) and the Village ("Stormwater Facilities"). The Stormwater Facilities shall be maintained by the Developer, or the Association. (v) Plaza. The Developer shall have completed a special events plaza ("Plaza") for owners, tenants, occupants and visitors of the Project and the use for community events, as may be mutually agreed upon by and between the Village and the Developer, or the Association, as the case may be. (vi) Pedestrian Path. The Developer shall have constructed an eight foot (8') wide multi-use path ("Pedestrian Path") that will accommodate pedestrian and bicycle use. Landscaping and lighting shall be installed along the Path as approved by the Village in the Planning Ordinances, and said pedestrian paths, landscaping, and lighting shall be maintained by the Developer or Association. (vii) Elk Statuary. Developer shall have had designed and manufactured twenty-four (24) life-size bronze elk statues (the "Elks") similar in type, and quality to the bronze elk statue located at the corner of Biesterfield Road & Wellington Street. Developer shall install the Elks in locations as Developer deems aesthetically appropriate and in compliance with the Design Guidelines. D. Association. The Developer shall provide for the formation of an association ("Association"), of which each property owner shall be a member in 9 719155.10 accordance with the form of the declaration of covenants approved by the Village in the Planning Ordinances ("Declaration"). Prior to finalizing and recording any material amendment to the Declaration, Developer shall deliver any such proposed amendment to the Village for its reasonable approval, such approval not to be unreasonably conditioned, withheld or delayed, which approval shall be deemed given in the event the Village fails to respond within ten (10) business days of receipt of any such proposed amendment, and any proposed amendment shall not abridge or limit the Village's rights as provided for in the Declaration. The Declaration shall include provisions, among other things, requiring members to fund the Association as may be necessary from time to time to maintain and repair the Landscaping, Stormwater Facilities, Plaza, Pedestrian Path, Elks and common area lighting and signage to the standards approved in the Planning Ordinances and as required by Village Code. The Declaration shall be recorded with the Cook County Recorder of Deeds against the Property. E. Recapture Obligations. Developer acknowledges that the Busse Farm is subject to recapture agreements requiring the owner of the Busse Farm to make certain payments to the Village upon annexation. Upon annexation, Developer shall have paid to the Village $22,879.26 for the expansion of a water main as allocated to the Busse Farm by Village Ordinance No. 1709, and the Village hereby conditionally waives the obligation to pay the $68,643.09 for the improvement to the intersection at Higgins Road, King Street and Stanley Street as allocated by Village Ordinance No. 1904, upon and until such time as the Developer completes the Required Improvements to Higgins Road, as mandated by IDOT, with the total hard and soft costs for such improvements exceeding $68,643.09, at which time such recapture obligation under Ordinance No. 1904 shall be deemed totally released and waived. 3.04. Cook County Class 6b Tax Incentive. A. Developer acknowledges that the Village has a policy of not approving a Cook County Class 6b tax incentive to tenants and owners within a Redevelopment 10 719155.10 Project Area to further the goals of the Redevelopment Plan. Notwithstanding the foregoing to the contrary, upon application by the Developer, the Village hereby agrees to adopt a resolution approving the Class 6b for submission to Cook County for the Original Buildings, including but not limited to data centers, provided (i) the construction of the Original Buildings comply with the Village Code, (ii) Developer has begun grading, excavation or other physical alterations or improvements of the Property to Commence Construction in furtherance of the Required Improvements, (iii) the Cook County requirements for a Class 6b tax abatement are met, and (iv) the Developer is not in material default of this Agreement. However, the Village agrees not to adopt any resolutions approving the extension of the initial Class 6b designations with respect to the Original Buildings, without the prior written consent of the Developer. B. Upon application by Developer and (i) commencement of physical construction of the Original Buildings and (ii) substantial completion of construction of the Required Improvements (excluding the Original Building(s), as provided for in 3.0413(i) immediately above), the Village Board will approve Class 6b resolutions for new buildings, including but not limited to data centers, provided the construction meets the Village's and Cook County's requirements to qualify for a Class 6b abatement. 3.05. Transfer of Village Property. A. The Developer has represented to the Village that the Village Property is required to complete the Project and the Village has agreed, pursuant to the provisions of this Section 3.05, to convey the Village Property to Developer for the nominal sum of Ten Dollars ($10.00) and other good and valuable consideration, subject to the terms of this Agreement and the Developer completing the Required Improvements. Pursuant to Section 11-74.4-4(c) of the Act, the Village published a notice requesting alternate proposals for the redevelopment of the Village Property and did place a draft of this Agreement on file for review in the Office of the Village Clerk and the Village did not receive any alternate proposals for the redevelopment of the Village Property. 719155.10 B. The Village Property is currently improved with a Village fire station, fire training tower, a salt storage facility (collectively, "Facilities") and a cellular communications tower ("Towey"). Within 150 days of the execution of this Agreement, the Village shall commence construction of the alternate and replacement Facilities on another location within and owned by the Village, diligently prosecute completion of construction and, upon completion thereof, the Village shall vacate the existing Facilities. C. Developer has represented the Tower must be relocated to complete the Technology Park and such relocation is a material inducement for Developer entering into this Agreement and to Commence Construction of the Project. The Village acknowledges that the inclusion of the Village Property within the Technology Park is required by Developer for the Project and is required for the implementation of the Project under the TIF Ordinances; and would improve the overall efficiency of the Technology Park, would increase the tax base of the Village, would further the plan goals and objectives under the TIF Ordinances, would allow more effective use of the Technology Park for purposes contemplated hereby and would promote and enhance the general welfare of the Village and its residents, as provided for herein. The Village hereby agrees, at its sole cost, to diligently pursue and use whatever means necessary, including but not limited to eminent domain, to expeditiously relocate the Tower to a place on the Village Property, as reasonably directed by the Developer, so that the relocated Tower will not interfere with the completion of the Technology Park, but in no event later than May 1, 2019. The portion of the Village Property on which the Tower is to be relocated ("Tower Property') shall not be conveyed to Developer but shall be retained by the Village. D. Upon completion of the new Facilities and relocation of the Tower, the Village shall deliver written notice to Developer stating it is prepared to convey title to the Village Property, excepting the Tower Property. When the Developer applies for a 12 719155.10 building permit to begin construction on the Village Property, the Village shall convey the Village Property on a "where-is" "as-is" basis and Developer shall be responsible for the demolition of the Facilities and site preparation that may be required for Developer to develop the Property. E. The conveyance of the Village Property under this Agreement shall be as follows: (i) Closing. So long as the Developer is not in material default of any provision of this Agreement, the Village agrees, subject to the terms and conditions of this Agreement, to contribute and convey the Village Property to the Developer, for the nominal consideration of Ten ($10.00) Dollars, upon sixty (60) days written notice by the Village to Developer, but no later than May 1, 2019. (ii) Village to Supply Documents. Not later than thirty (30) days after the Effective Date herein, and to the extent currently in the Village's actual possession or control, the Village will deliver to the Developer for the Developer's review and approval, the following items: (a) Copies of any and all agreements, contracts (none of which are to survive closing), prior title reports and surveys relating to the Village Property; (b) Copies of all environmental assessment reports and other documentation in the Village's possession or control pertaining to the environmental condition of all or any part of the Village Property; (c) Any and all soil reports or tests pertaining to the Village Property; (d) All plats of survey of the Village Property; (e) Copies of all leases and agreements of any kind related to the Tower. Developer's Investigation. The Developer, at its sole cost and expense, has the right to conduct, or cause to be conducted, any inspections, investigations, appraisals, evaluations and tests of the Village Property that the Developer or the Developer's lenders deem necessary or desirable (collectively, the "Investigations"), prior to closing (the "Investigation Contingency Period"), all at the Developer's expense, including, without limitation, the following: 13 719155.10 (a) An environmental assessment of the Village Property in one or more phases, including the procurement and analysis of samples of soil, groundwater, or any other environmental medium. The Village shall provide access and information to, and otherwise cooperate with, the Developer and the Developer's agents in the environmental assessment. The Developer shall have the right to reasonable interview of employees and representatives of the Village who have or may have knowledge of conditions and events relevant to the operating history or environmental condition of the Village Property. (b) Soil borings and tests, if recommended by the Developer's professionals. (c) Determination of the availability and adequacy of utilities. (iv) Village's Cooperation. During the Investigation Contingency Period, the Village shall cooperate with the Developer in the Developer's efforts to conduct the Investigations and the Village shall grant to the Developer and Developer's agents, contractors and inspectors, reasonable access to the Village Property in connection therewith. The Developer hereby agrees to save, defend, indemnify and hold harmless the Village (including the Village's elected officials, consultants, officers and employees) from and against all claims and liabilities, including attorneys' fees, for personal injury, property damage, or mechanics' or materialmen's liens arising from the Developer's or its agent's, contractor's or representative's entry onto the Village Property except to the extent caused by the Village's negligence or willful misconduct. The Village shall reasonably and timely cooperate with the Developer in making such inspections during reasonable business hours; provided that any entry on the Village Property by the Developer and/or its agents, contractors and representatives must be scheduled in advance with the Village. The Village shall have the right to accompany the Developer during any such entry and shall cooperate in the scheduling of any entry by the Developer on the Village Property for purposes of performing such inspections. The Developer shall not conduct any invasive testing without first (i) providing the Village with the plan and location(s) for such invasive testing, and (ii) obtaining the Village's consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Developer will promptly restore and repair any damage or disturbance to the Village Property to reasonably the same condition existing prior to the Developer's inspections, investigations, surveys or tests. Prior to any entry on the Village Property by the Developer or its agents, contractors or representatives, the Developer shall provide or cause to be provided to the Village by its consultants a certificate of insurance evidencing commercial general 14 719155.10 liability insurance coverage of not less than $1,000,000.001 combined single limit. Such certificate shall identify the Village as an additional named insured on such commercial general liability insurance policy. (v) Village Obligation to Cure Defects. To the Village's knowledge, it is unaware of any defects or adverse conditions not otherwise known to the Developer that would substantially or materially interfere with or prohibit the Developer from developing, constructing or operating the Project, including but not limited to a data center, on the Village Property ("Property Defect'). Should the Developer advise the Village of any material or adverse defect that would be the basis for such determination, the Village shall, at its sole cost and expense and at no cost to Developer, have the absolute obligation to promptly abate and remedy, to the reasonable satisfaction of the Developer, any such Property Defect, which costs and expenses shall include, but not be limited to, testing, removal and remediation of any adverse environmental contamination impacting the Village Property and its current improvements (but excluding the demolition of the Facilities, which shall be at the Developer's cost under Section 3.05E above), relocation of utilities (including but not limited to the Tower), replacement of unbuildable soil (to support a building) and wetland mitigation. Should the Village fail to promptly cure a Property Defect, in a commercially reasonable time, then the Developer shall have the right, upon prior notice to the Village, to cure such Property Defect and the Village shall reimburse Developer within thirty (30) days of any and all hard or soft expenses and costs, including but not limited to engineering, testing and legal fees, incurred by Developer to cure any such Property Defect. Developer does not have the right to unilaterally terminate this sales contract because of a Property Defect, but shall have the right to any and all rights and remedies for damages. (vi) Title Commitment. Within thirty (30) days after the Effective Date, the Village will deliver to the Developer a commitment for an owner's title insurance policy (2006 Form B) ("Title Commitment') issued by Chicago Title Insurance Company (the "Title Company') in the amount of One Hundred Thousand ($100,000.00) Dollars, covering title to the Village Property on or after the Effective Date, showing title in the Village, accompanied by all recorded documents affecting the Village Property, with commitment for full extended coverage. (vii) Survey. The Village has provided its existing survey of the Village Property. During the Investigation Contingency Period, the Developer shall obtain, at its cost, a plat of survey of the Village Property ("Survey'), prepared by a licensed or registered land surveyor in accordance with ALTA/ACSM land title survey standards, certified by the Developer, the Title Company and the Developer's lenders. 15 719155.10 (viii) Correction of Title and Survey Defects. Within ninety (90) days after receipt of the Title Commitment and Survey, the Developer shall provide to the Village in writing a specific list of the Developer's objections to any of them ("Title Objections"). Any item constituting an encumbrance upon or adversely affecting title to the Village Property which is not objected to by the Developer in writing by such time shall be deemed approved by the Developer and shall constitute a Permitted Exception (as hereinafter defined). Any mortgages, security interests, financing statements, or any other lien recorded against the Village Property with the consent or acquiescence of the Village are collectively referred to as the "Consensual Liens" and none of such Consensual Liens shall constitute, be or become Permitted Exceptions. The Village shall cause all Consensual Liens, if any, to be paid and discharged in full at closing. The phrase "Permitted Exceptions" shall mean those exceptions to title set forth in the Commitment, Title Documents and Survey and accepted or deemed approved by the Developer pursuant to the terms hereof, except Consensual Liens as provided above, which shall not constitute Permitted Exceptions. The Village shall have the right, but not the obligation, for a period of thirty (30) days after receipt of the Developer's Title Objections (the "Cure Period') to cure (or commit to cure at or prior to closing), by delivery of written notice thereof to the Developer within the Cure Period, any or all Title Objections contained in the Developer's notice. If any such Title Objections are not cured (or, if reasonably capable of being cured, the Village has not committed to cure same at or prior to closing) within the Cure Period, or if the Village sooner elects not to cure such Title Objections by written notice to the Developer, the Developer shall have until the earlier of the expiration of the Cure Period or five (5) days after the receipt of such written notice within which to give the Village written notice that the Developer elects either (i) to waive all such uncured objections (in which case the uncured objections shall become Permitted Exceptions); or (ii) terminate this acquisition of the Village Property. If the Developer does not deliver such written notice within the above period, the Developer shall be deemed to have terminated this acquisition, in which case neither party shall have any further obligations to the other under this Section 3.05 (except any obligations which this acquisition provides survive termination). A termination of the acquisition of the Village Property under this Section 3.05 shall not affect the rights or obligation of the parties under the balance of this Agreement. (ix) General Title and Survey Provisions. The Developer will pay any fee the Title Company charges for issuing the Title Commitment, including any date down fee, and the Village will pay the premium the Title Company charges for the Owners needed eded insurance ins prey over Ith extended s Survey Objections gor and any endorsement Unpermitted Exceptions. The Village will also pay any separate other title examination charges and the recording fees for an mortgage 16 719155.10 encumbrance releases. The Developer will pay any loan policy premiums and recording fees for the deed conveying the Village Property and the Developer's mortgage documents, and all other title insurance endorsements that the Developer requests. (x) Conveyance. Unless Developer terminates the acquisition of the Village Property during the Investigation Contingency Period, the Village shall convey to the Developer merchantable, insurable, fee simple title to the Village Property by Special Warranty Developein r. aform The onveyance of the ch is mutually satisfactory to the Village and per. Village Property shall be closed through a New York style deed and money escrow with the Title Company rylthe Villageescrow and ghetDeveloper . Not less than two (2) days before the g date will execute the standard form of New York style deed and money escrow instructions then in use by the Title Company, modified as necessary to conform to the terms of this Agreement. The attorneys for the Village and the Developer are authorized to execute the escrow agreement and amendments thereto and all diresaion� °effectuate Ithel�ns onveyantheret�eaof thel as any other documents neces ryo Village Property. All fees and costs Developer. Thehe cDeveloper shalrow shall e pllhaveequally the between the Village and the right to possession thereof at the time of closing or conveyance. All assessments, general or special, which are due and payable in arrears after the closing, and assessments such closing shallbep improvements completed prorated at such prior such closing but payable aft closing. Ad valorem real estate taxes for the Village Property, if not otherwise exempt, will be prorated at 105% of the most current available assessed value, equalization factor and tax rate between the Developer and the Village as of the closing date. The Village's portion of the prorated taxes, if any, will be deposited with the Developer at closing. If the assessment(s) for the year of closing and/or prior years are not known at the closing date, the prorations will be based on taxes for the previous tax year. Such other items that are customarily prorated in transactions of this nature, if any, shall be ratably prorated. For purposes of calculation prorations, the Developer shall be deemed to be in title to the Village Property on the closing date. All such prorations shall be made on the basis of the actual number of days of the year and month, which shall be elapsed as of such closing date. The amount of the ad valorem real estate tax proration shall be adjusted in cash after such closing as and when the final tax bill for such period(s) becomes available. The Village and the Developer agree to coopernoeand use thir later than sexty Iligent(60) days after faith efforts to make such adjustment information becomes available. 17 719155.10 (xi) Closing. At closing, the Village and/or the Developer, as is customary, shall deliver or cause to be delivered the following, in form and substance reasonably acceptable to the parties: (a) A Special Warranty Deed, executed by the Village, in recordable form and otherwise reasonably acceptable to Developer, conveying the Village Property to the Developer; (b) An Affidavit of Title and ALTA Statement; (c) A title policy (or "marked up" title commitment) issued by the Title Company dated as of the date of closing in the amount of $100,000, with extended coverage, at the Village's cost, and such endorsements as the Developer shall require, at the Developer's cost, and said title policy or "marked up" commitment shall be otherwise in accordance with the requirements herein (it being understood that both parties will provide any certificate or undertakings required in order to induce the Title Commitment to insure for any "gap" period resulting from any delay in recording of documents or later-dating the title insurance file); (d) Completed Village, State and County Transfer Declarations marked exempt; and (e) Such other documents and instruments as may reasonably be required by the Title Company and which may be necessary to consummate this transaction and to otherwise effect the agreements of the parties hereto. 3.06. Plan Approval and Issuance of Permits. The Developer shall submit its construction plans to the Village for the required permits to construct all aspects of the Project. The Village will review the construction plans to determine compliance with the Planning Ordinances and applicable codes and ordinances within a time no longer than is typical for said review and thereupon, the Village will approve said plans, or provide a written description detailing with specificity any portion of the said plans which the Village has determined to be not in compliance with the Village's Code and any other applicable law. Developer shall correct the construction plans if required and the Village shall have ten (10) business days to 18 719155.10 review the re-submitted plans or state in writing why more than ten (10) days is needed to review the amended plans. 3.07. Construction Indemnity. The Developer covenants and agrees, at its expense, to pay, and to indemnify and hold harmless the Village, its officers, agents, employees, engineers and attorneys (the "Indemnitees"), except to the extent caused by the acts or omissions of Indemnitees, against any actions, claims, and damages adjudicated to be a result of the Developer's construction of the Project. 3.08. Litigation. In the event the Village or Developer is named as a party in an action challenging the validity of this Agreement or the non-recourse Notes, the Village and Developer shall mutually agree to hire counsel to defend such action, and the Village and Developer shall be equally responsible for paying the costs of the defense including reasonable legal fees and costs. In the event that either this Agreement or the non- recourse Notes are adjudicated to be invalid, but the TIF Ordinances are still valid and TIF Increment is being generated by the Project, the Village shall reimburse Developer for the unamortized and existing principal balance and interest of the non-recourse Notes, from the TIF, as provided for herein. The Village's liability in this Section is limited to 50% of the TIF increment on an annual basis, and the Village's total obligation will not exceed the amount that would have been paid for the principal balance at such time and interest had the non-recourse Notes not been declared invalid. 3.09. Defense of TIF. In the event that the legitimacy of the TIF Ordinances are challenged before a court or governmental agency having jurisdiction thereof and such challenge would affect the payments to be made under this Agreement, the Village shall at its sole cost defend the validity of the Ordinance. The Developer shall fully cooperate, at no cost to Developer, with the Village in connection with the foregoing. 19 719155.10 3.10. Insurance. The Developer agrees to obtain or cause its agents and contractors to obtain worker's compensation and employer's liability insurance coverage as required by applicable law and in commercially reasonable amounts during the construction of the Project, as may be reasonably required by the Village and Illinois law. 3.11. Prevailing Wage. Developer shall be responsible for meeting the requirements of the Illinois Prevailing Wage Act (820 ILCS 130 et seq.), (the "Wage Act") as it may be deemed applicable to the Project by the State of Illinois. Developer hereby indemnifies the Village for any fines, penalties or other charges assessed against it due to Developers failure to satisfy the requirements of the Wage Act. Village shall have no obligation to reimburse Developer for any material or services provided in violation of the Wage Act. 3.12. Delay. For the purposes of any of the provisions of this Agreement, neither the Village nor Developer, nor any successor in interest, shall be considered in breach or default of its obligations under this Agreement in the event of any delay caused by events or conditions beyond the reasonable control of the party, which prevents the party from discharging its respective obligations hereunder and in such case, the timeframes for performance of those obligations shall be extended on a day-to-day basis ("Force Majeure"). 3.13. Covenant to Pay Taxes. With respect solely to its ownership of any portion of the Project, Developer, its assigns, successors in interest hereby covenants to pay all ad valorem taxes levied against the Property, or portion thereof. 3.14. Certificate of Completion & Transfer of Property. A. Upon completion of items 3.03C(i)-(vii) of the Required Improvements, and, upon request by Developer, the Village shall deliver to Developer a certificate of 20 719155.10 completion in recordable form ("Certificate of Completion"). This Certificate of Completion shall be conclusive proof that the Developer has completed its obligations under Sections 3.03C(i)-(vii). The Village shall have the right to record a memorandum of this Agreement to give notice of the continuing covenants contained herein. B. Prior to the issuance of the Certificate of Completion for completion of construction of the Required Improvements, Developer may not assign this Agreement to an unaffiliated third party without the Village's written consent, which shall not be unreasonably withheld, provided that in the event of an approved assignment to an unaffiliated third party the proposed assignee acknowledges in writing to the Village that it shall assume any outstanding obligations of the Developer created by the Planning Ordinances and this Agreement. Notwithstanding the foregoing to the contrary, the Developer shall have the absolute right, without the Village's consent, to assign this Agreement to an affiliated entity of the Developer, which entity is controlled by, or under common control with, the Developer. Developer may transfer ownership of the Property or a portion thereof at any time without the written consent of the Village. No consent shall be required for any pledge of the Property and this Agreement as collateral security to a third party lender. Once the Village has issued a Certificate of Completion, Developer can assign this Agreement without any Village approval. IV TAX INCREMENT FINANCING [subject to bond counsel review] 4.01. Village Non-Recourse Notes. A. Developer has represented to the Village that but for financial assistance in the form of tax increment financing, the construction of the Technology Park would not be economically viable. At the request of the Developer, the Village hereby agrees to authorize/issue one or more Notes (not to exceed six (6) Notes), as the Village of Elk Grove Village Higgins Corridor Redevelopment Notes, Series the "Notes"), to Developer in the total aggregate principal amount of Twenty Million Dollars 21 719155.10 ($20,000,000.00) ("Village Contribution"), in the form attached hereto as Exhibit E-1 (the "Tax Exempt Note") and E-2 (the "Taxable Note"), as the amount of the Village Contribution. The non-recourse Notes shall bear interest at the rate of six percent (6%) per annum, for a term which is the shorter of: (i) the date on which all principal and interest due and owing on the non-recourse Notes is paid in full or (ii) twenty (20) years from the date of the non-recourse Notes. The Note holder will have no recourse to compel the Village to pay from any other sources, as provided for herein, nor compel the Village to have any obligation to extend the Notes or the duration of the TIF. The Notes shall have the liens on the Developer's Incremental Taxes, whether senior or subordinated to any other Notes, as requested by the Developer. B. Prior to Developer's request for the first of the Notes, Developer shall submit a written statement to the Village certifying that it has completed the Required Improvements. Along with its request for the first of the Notes, Developer shall submit a statement stating the total amount spent on the Property and specifying the TIF Costs incurred, pursuant to Exhibit D, and shall include general contracts, general contractor's sworn statements, subcontracts, material purchase orders, waivers of lien, paid receipts and invoices to confirm that the total Property costs and the TIF Costs have been incurred and paid. C. The Village shall respond to the Developer's request for the issuance of a Village Note(s) within sixty (60) days by issuing the Notes, subject to the precondition of Section 4.01 B above, together in the case of the Tax Exempt Note with a written opinion, at the Developer's cost and acceptable to the Developer, of Ice Miller, LLP, Chicago, Illinois, or other nationally recognized bond counsel that the interest on the Notes is excludable from the gross income of the registered owners thereof under the Internal Revenue Code for federal income tax purposes, subject to customary qualifications and exceptions, and with respect to both tax-exempt and taxable Notes that they are valid and legally binding and the procedures by which they were issued 22 719155.10 were lawful. Furthermore, the Village agrees to issue Notes to refund any Notes provided that the total principal amount of the refunding Notes does not exceed the amount of the Notes that are refunded. D. The Village will establish and maintain the Higgins Corridor TIF Special Tax Allocation Fund for the deposit of all incremental taxes generated from the Higgins Corridor TIF. The incremental taxes from the Property (Project Incremental Taxes) is a portion of the Higgins Corridor TIF and will be segregated from the remainder of the Higgins Corridor TIF. Those Project Incremental Taxes will be divided equally and recorded separately as the Developer's Incremental Taxes and the Village's Incremental Taxes. The Village will promptly provide annual notice on or before February 1 of each year, or whatever annual deadline is required, to the County of Cook, directing that separate tax codes shall be designated, assigned and maintained for each property index number assigned and dedicated to the Property and establish and maintain a sub-account within the Higgins Corridor TIF Special Tax Allocation Fund for the deposit of Developer's Incremental Taxes (the "EGVTP Sub-Account"). The Village's Contribution, pursuant to this Agreement to pay the non-recourse Notes, shall be paid solely from the Developer's Incremental Taxes, which is 50% of the Project Incremental Taxes, and which is generated solely from the Property, and any interest earned thereon in the EGVTP Sub-Account. As it relates to the Developer's Incremental Taxes, the Village Notes shall not be subordinate to any other obligations of the Village. Any distribution of Incremental Taxes between the Developer Incremental Taxes and the Village Incremental Taxes shall be on a pari passu basis. The remaining 50% is the Village's incremental taxes, and can be used, in its sole discretion, for any purpose permitted under the Act. The Developer's Incremental Taxes, and any interest earned thereon in the EGVTP Sub-Account, shall be used solely to make payment obligations on Village's non-recourse Notes, and shall be the sole source of funding for paying the principal and interest of the Notes. In the event the Developer's Incremental 23 719155.10 Taxes are inadequate to make scheduled Notes payments or to fully repay the Notes, the Village shall have no obligation to provide any additional funds from any other source other than the Developer's Incremental Taxes. Village shall not be deemed to be in default of this Agreement or the Notes if the Developer's Incremental Taxes are insufficient to make any payment on the Notes. As it relates to the Developer's Incremental Taxes, the Village non-recourse Notes shall not be subordinate to any other obligations of the Village. After the full redemption of the Notes, 100% of the Project Incremental Taxes shall thereafter be the Village's Incremental Taxes. E. The principal balance of the Notes shall be subject to redemption by the Village at a point in time within three (3) years of the issuance of a Note, in whole, at a redemption price of 100% of the principal amount thereof being redeemed, plus accrued but unpaid interest. F. Developer warrants that it shall not lease or sell any portion of the Property to an enterprise that is exempt from the payment of ad valorem taxes. G. Not General Obligation. THE NOTES SHALL NOT CONSTITUTE A GENERAL OBLIGATION OF THE VILLAGE, NOR SHALL THEY BE SECURED BY THE FULL FAITH AND CREDIT OF THE VILLAGE. THE NOTES SHALL BE PAYABLE SOLELY FROM DEVELOPER'S INCREMENTAL TAXES DEPOSITED INTO THE EGVTP SUB-ACCOUNT. INSUFFICIENCY OF THE DEVELOPER'S INCREMENTAL TAXES TO PAY INTEREST OR PRINCIPAL OBLIGATION RELATING TO THE NOTES WHEN DUE SHALL NOT BE A DEFAULT THEREON, AND NO NOTE HOLDER THEREOF SHALL HAVE ANY RECOURSE WHATSOEVER AGAINST THE VILLAGE IN THE EVENT THAT THE DEVELOPER'S INCREMENTAL TAXES ARE INSUFFICIENT TO PAY ANY INTEREST OR PRINCIPAL OBLIGATION WHEN DUE, WHETHER AT STATED MATURITY OR REDEMPTION. H. Developer acknowledges that the Village has entered into this Agreement to realize its 50% of the Incremental Taxes to be generated by the Property. 24 719155.10 I. During the Term, the Village covenants and agrees that, until such time as all principal and interest payments due to Developer under the Notes have been made, the Village: (1) unless required by law, shall not revoke the TIF Ordinances; (2) shall not commingle the Developer's Incremental Taxes with any other municipal debt obligations; (3) shall not pledge or apply any portion of the Developer's Incremental Taxes to any other purpose or the payment of any other obligation of the Village other than as set forth in this Agreement; (4) upon written request by Developer or its attorneys, shall provide Developer (within thirty (30) calendar days after the receipt of such request) with a copy of any and all documentation submitted to the State of Illinois, which is required pursuant to reporting requirements set forth in the Act; (5) shall provide copies to the Developer of any and all P.I.N. tax code segregation direction notices required to be filed with the County of Cook, pursuant to Section 4.01 D above; and (6) shall comply with any and all annual reporting requirements set forth in the Act. 4.02. Payment on the Notes. A. Once the Notes are issued, the Village shall begin making payments as provided for herein on the Notes, upon receipt of Developer's Incremental Taxes from Cook County. Payments shall be made to the Registered Owner at the address registered with the Village. The Village shall continue to make payments to the original Registered Owner unless and until the Registered Owner directs the Village in writing to make payments to a successor owner. B. The Village shall make semi-annual payments on the Notes on May 1 and November 1 of each year for so long as the Notes are outstanding. 4.03. Assignment or Transfer of Notes. After the Village has issued the Certificate of Completion, Developer may assign the non-recourse Notes without the written prior consent of the Village. Developer hereby acknowledges that the non-recourse Notes can only be assigned or transferred to a (i) "sophisticated investor" having enough knowledge and experience in business 25 719155.10 matters and non-rated revenue notes to evaluate the risks and merits of the non- recourse Notes as an investment (a "Sophisticated Investor") or (ii) a trustee bank that would hold the Note(s) as trustee for the benefit of Sophisticated Investor(s) pursuant to a trust agreement (a "Certificateholder"). Any non-recourse Notes assignee, other than with respect to a trustee bank, and each Certificate holder, must sign a letter to the Village confirming that he, she or it is a "sophisticated investor' and understands the risks inherent in a tax increment revenue note. No consent shall be required for any pledge of the Notes as collateral security to a third party lender, so long as said Developer provides written notification to the Village and direction to make payments to said lender. In addition and notwithstanding the foregoing to the contrary, the Developer may transfer the Notes at any time to (i) any entity controlling, controlled by or under common control with Developer or (ii) any entity in which the majority equity interest is owned by the parties that have a majority equity interest in the Developer. V AUTHORITY, DEFAULT & REMEDIES 5.01. Powers. The Village hereby represents and warrants that it has the lawful right, power and authority under currently applicable law to execute and deliver and perform the terms and obligations of this Agreement, including but not limited to the right, power and authority to issue and deliver the Note. This Agreement has been or will be duly and validly authorized and approved by all necessary Village proceedings, findings and actions. 5.02. Authorized Parties. Whenever under the provisions of this Agreement and other related documents and instruments or any supplemental agreement, request, demand, approval, notice or consent of the Village or the Developer is required, such approval, consent or request shall be given for the Village, unless otherwise provided herein, by the Mayor or his 26 719155.10 designee; and for the Developer, by any officer or managing member as designated in writing from time to time (in any event, the officers or managing member executing this Agreement are so authorized). 5.03. Events of Default. A. This Agreement shall be enforceable by any party by an appropriate action at law or in equity to secure the performance of the provisions and covenants herein set forth. B. Any breach of any material term of this Agreement by any party shall entitle the non-breaching party to the remedy of specific performance in addition to any other remedy available at law, in equity, or by statute. C. No action based upon any violation of this Agreement shall be brought except after written notice to the breaching party describing the nature of the alleged violation, and until said party shall have had a thirty (30) day period in which to cure the violation. A non-monetary default under this Agreement shall not be deemed to be a violation provided that such default is not capable of being cured within such thirty (30) day period, and after notice the party in violation shall institute and diligently pursue to completion appropriate measures to remove or remedy the default. Defaults which are personal to any party and which are not capable of cure, but which do not affect the economic benefits to be provided hereunder or the ability of such party to perform hereunder, shall not be material. This Agreement shall not be terminated by any default hereunder after such time as Developer is in possession of the Property or a portion thereof, or the Notes have been issued. D. All remedies provided for in this Agreement are cumulative and the election or use of any particular remedy by any of the parties shall not preclude that party from pursuing such other or additional relief as it may be entitled to either in law or in equity. 27 719155.10 E. In the event any action is brought arising from a breach of this Agreement or to enforce any provision of this Agreement, the prevailing party in such action shall be entitled to recover its costs, expenses and reasonable attorneys' fees from the breaching party. F. Any delay by a 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 such Party should not be constrained so as to avoid the risk of being deprived of or limited in the exercise of the remedies provided in this Agreement because of concepts of waiver, laches or otherwise). G. The rights and remedies of any party to this Agreement (or its successors in interest), whether provided by law or by this Agreement, shall be cumulative, and the exercise by a party of any one or more of such remedies shall not preclude the exercise by it, at the time or different times, of any other such remedies. H. In case the non-defaulting Party shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason, then, and in every such case, the Developer and the Village shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Developer and the Village shall continue as though no such proceedings had been taken. I. In the event either party must institute a legal action to obtain the performance of the other, the prevailing party shall be entitled to reasonable attorneys' fees and costs. VI GENERAL PROVISIONS 6.01. Time of Essence. Time is of the essence of this Agreement. 28 719155.10 6.02. Limitation of Liability. No member, official or employee of the Village shall be personally liable to Developer or any successor in interest in the event of any default or breach by the Village or for any amount which may become due to Developer from the Village or any successor in interest or on any obligation under the terms of this Redevelopment Agreement. No member, manager, officer, agent or employee of Developer shall be personally liable to the Village or any successor in interest in the event of any default or breach by Developer or for any amount which may become due to the Village from Developer or any successor in interest or on any obligation under the terms of this Redevelopment Agreement and any liability or remaining activity resulting from a breach or default under this Agreement by Developer shall be collectible only from Developer's interest in the Property. 6.03. Further Assurances. Developer and the Village agree to take certain actions, including the execution and delivery of such documents, instruments, petitions and certifications as may become necessary or appropriate to carry out the terms, provisions and intent of this Redevelopment Agreement. 6.04. Enforceability of Agreement. A. This Agreement shall be enforceable in any court of competent jurisdiction within the County of Cook, Illinois by any of the parties by an appropriate action at law or in equity to secure the performance of the provisions and covenants herein described. B. Any violation of this Agreement by a Party shall entitle the other Party to the remedy of specific performance, and any other remedy available at law or in equity, except as limited under Section 6.04 above, but in no event shall any judgment for incidental, consequential or punitive damages award be entered against the Village, or 29 719155.10 its officers or against the Developer, or its employees or against the members, agents, officers, or managers. C. Subject to the provisions of Section 6.04, all remedies provided for in this Agreement are cumulative and the election or use of any particular remedy by any of the parties hereto shall not preclude that party from pursuing such other or additional remedies or such other or additional relief as it may be entitled to either in law or in equity. 6.05. Headings. The paragraph and section headings contained herein are for convenience only and are not intended to limit, vary, define or expand the content thereof. 6.06. Cooperation. The Village and 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, mortgage, conveying, transferring, pledging, assigning and confirming unto the Village or 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. The successful consummation of this Agreement and the Project are in the best interests of the parties and requires their continued cooperation. The parties will use commercially reasonable efforts to cooperate with all reasonable requests made by the other party in order to effectuate the intent of this Agreement. 6.07. Collateral Assignment. The rights and obligations of the Developer and its successors under this Agreement shall not be binding upon, nor inure to the benefit of, any mortgagee, ground lessor, sale-leaseback lessor and/or trust deed holders (collectively, "Mortgagee") or 30 719155.10 third party that acquires title to all or any portion of the Property by trustee's sale, foreclosure, or deed-in-lieu of foreclosure or otherwise, provided, however, in the event that any Mortgagee or third party succeeds to the Developer's or assignee's interest in the Property, or any portion thereof, pursuant to a collateral assignment and, in conjunction with such succession, accepts an assignment of the Developer's interest in this Agreement, the Village shall recognize such party as the successor in interest to the Developer with respect to the Property or the portion acquired by such Mortgagee or third party, on the condition that if the Mortgagee or third party accepts an assignment of the Developer's interest under this Agreement, then it automatically accepts not only the Developer's rights hereunder but also all of the Developer's obligations hereunder. However, if such Mortgagee or third party does not expressly accept an assignment of the Developer's interest hereunder, such Mortgagee or third party shall be entitled to no rights and benefits under this Agreement. The foregoing (Mortgagee's or third party's lack of expressly accepting an assignment) shall apply whether the succession is by foreclosure or deed in lieu of foreclosure or any other remedy. The Village agrees to give any mortgagees, ground lessors, sale-leaseback lessors and/or trust deed holders, by registered or certified mail, a copy of any notice of default served upon the Developer, provided that prior to such notice the Village has been notified, in writing, of the address of such mortgagees, ground lessors, sale-leaseback lessors, and/or trust deed holders. The Village further agrees that, except in instances where there is an imminent likelihood that public health or safety would be materially and adversely affected by such default, if the Developer shall fail to cure such default within the time provided in this Agreement, then the Mortgagee or third party shall have an additional sixty (60) days within which to cure such default or if such default cannot be cured within such sixty (60) day time period, then such additional time as may be necessary if within such sixty (60) day period, the Mortgagee or third party has commenced and is diligently pursuing the remedies necessary to cure such default (including, without 31 719155.10 limitation, commencement of foreclosure proceedings, if necessary to effect such cure) in which event this Agreement shall not be terminated nor shall the Village exercise any rights or remedies hereunder while such remedies are being so diligently pursued. 6.08. Approvals; Materiality. Except as otherwise provided in this Agreement, whenever consent or approval of a party is required, such consent or approval shall not be unreasonably withheld, delayed or conditioned. All of Developer's performance obligations set forth in this Agreement shall be deemed complete upon material satisfaction of the same. Except as otherwise set forth in this Agreement, strict compliance with all monetary obligations hereunder shall be required. 6.09. Amendment. This Agreement, and any exhibits attached hereto, may be amended only by the mutual consent of the Parties, by the adoption of an ordinance or resolution of the Village approving said amendment as required by law and by the execution of said amendment by the Parties or their successors in interest. 6.10. No Other Agreement. Except as otherwise expressly provided herein, this Agreement supersedes all prior agreements, negotiations and discussions relative to the issuance of the Notes and the use of TIF, and other matters covered hereby, and is a full integration of the agreement of the Parties. 6.11. Assigns. This Agreement shall be binding upon the Parties and their respective successors and assigns. 6.12. Severability. If any provision, covenant, agreement or portion of this Agreement, or its ap- plication to any person, entity or property, is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants or portions of this 32 719155.10 Agreement and, to that end, any provisions, covenants, agreements or portions of this Agreement are declared to be severable. 6.13. Illinois Law. This Agreement shall be construed in accordance with the laws of the State of Illinois. 6.14. Notice. Unless otherwise specified, any notice, demand or request required hereunder shall be given in writing at the addresses set forth below, by any of the following means: (a) personal service, (b) overnight courier; (c) certified mail, return receipt requested; or (d) facsimile transmission, with proof of transmission.- if ransmission:If to Village: Village of Elk Grove Village 901 Wellington Avenue Elk Grove, Illinois 60007 Attention: Village Manager Fax No. (847) 357-4022 with a copy to: Village of Elk Grove Village 901 Wellington Avenue Elk Grove, Illinois 60007 Attention: Village Clerk Fax No. (847) 357-4022 If to Developer: Brennan Investment Group 9450 West Bryn Mawr, Suite 750 Rosemont, Illinois 60018 Attention: Michael Brennan Fax No. (847) 257-8888 with a copy to: Brennan Investment Group 9450 West Bryn Mawr, Suite 750 Rosemont, Illinois 60018 Attention: Samuel Mandarino Fax No. (847) 257-8888 and a copy to: Greenfield Partners, LLC 2 Post Road West Westport, Connecticut 06880 Attention: Barry Marcus 33 719155.10 and a copy to: Storino, Ramello & Durkin 9501 West Devon Avenue, Suite 800 Rosemont, Illinois 60018 Attention: Nicholas S. Peppers Fax No. (847) 318-9509 Or at such other addresses as the Parties may indicate in writing to the other. 6.15. Estoppel Certificates. Village hereby agrees to provide an estoppel letter upon the request of the Developer stating that Developer is not in default of its obligations set forth in this Agreement, the Planning Ordinances or any other applicable code. In no event shall any representative of the Developer, its assignees, purchasers or tenants represent that it is a representative or attorney-in-fact of the Village. 6.16. Fair Employment Practices and Affirmative Action. Solely with respect to its development and construction of the Project, the Developer hereby commits that it, and shall affirmatively provide that its contractors, will not discriminate against any person by reason of race, creed, color, religion, age, sex, or physical and mental handicaps with respect to hiring, application for employment, tenure, terms or condition of employments of any person; and further commits to compliance with the Americans With Disabilities Act of 1990, together with all rules and regulations adopted thereto. 6.17. Term. This Agreement shall be in full force and effect from the Effective Date and shall remain in full force and effect, unless earlier terminated pursuant to the terms of this Agreement, until December 31, 2041, the date of which is the expiration of the TIF Ordinance (December 31, 2040) and payment of the Incremental Taxes (as defined herein) during the twenty-fourth (24th) year (the "Term"). 6.18. Partnership; No Third Party Beneficiaries. 34 719155.10 Nothing contained herein shall be construed as creating a partnership between the Village and Developer or as creating any third party beneficiary. 6.19. Counterparts. 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. 6.20. Exhibits. The exhibits attached to this agreement are hereby incorporated into and made a part of this Agreement. [SIGNATURE PAGE TO FOLLOW] 35 719155.10 IN WITNESS WHEREOF, the Parties have duly ex uted this Agreement pursuant to all requisite authorizations as of the date fir above wri en. VILLAGE F ELK GROV VILLAGE, COOK D I AGE UNTIES, ILLINOIS, an Illi is municipal rporation BY Mayor C/ ig'B. Johnson ATTEST: Loretta Murphy, Villag CI rk BIG ACQUISITIONS, LLC, an Illinois limited liability company BY: Its: M ff*GFQ ATTEST: By: Its: 36 719155.10 STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) I, �„�,�v-�'�✓� ��,��c �/ a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that WCANy l W • and personally known to me to be the persons whose names are subscribed to the foregoing instrument as the k11ta1LV airid of BIG ACQUISITIONS, LLC, an Illinois limited liability co pany, appeared before me this day in person and acknowledged that they signed, sealed and delivered the said instrument as their free and voluntary act for the uses and purposes therein set forth. GIVEN UNDER my hand and Notarial Seal this �q day of � OTW' (2017. Notary Public Myommissl s: `s Lauren Parker Notary Public State of Illinois (Se )W Commission Expires 03/14/2021 STATE OF ILLINOIS ) SS COUNTY OF COOK ) I, i�i�i-rc+i M(kCjjiV( a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Craig B. Johnson and Loretta Murphy of the Village of Elk Grove Village, personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such Mayor and Village Clerk, respectively appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their own free and voluntary act and as the free and voluntary act of said Village, for the uses and purposes set forth therein; and the said Village Clerk then and there acknowledged that he/she, as custodian of the corporate seal of said Village, did affix the corporate seal of said Village to said instrument, as his/her own free and voluntary act and as the free and voluntary act of said Village, for the uses and purposes set forth therein. GIVEN UNDER my hand and Notarial Seal this /la day of ©y?nj,hp ✓' , 2017- , Not Pu i My Commission Expires: (Seal) OFFICIAL SEAL JENNIFER MAHON NOTARY PUBLIC-STATE OF ILLINOIS My Commission Expires Dec.27,2020 37 719155.10 EXHIBITS Exhibit A Map of Redevelopment Project Area Exhibit B Legal Description of Village Property Exhibit C Property Legal Description Exhibit D TIF Costs Exhibit E-1 Tax-Exempt Note Exhibit E-2 Taxable Note 38 719155.10 EXHIBIT A MAP OF REDEVELOPMENT PROJECT AREA lips ot I f � i ii c.off4od ALL PARCELS Fgure A:Study Area ar b .QL.,I tog,R—d C—d.,7/F Sedr 1 Cpm++ 7r,M17 A-1 EXHIBIT B LEGAL DESCRIPTION OF VILLAGE PROPERTY LOT 1 IN FIRE DEPARTMENT SUBDIVISION, BEING A SUBDIVISION IN THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF, RECORDED JULY 31, 1996 AS DOCUMENT NUMBER 96586805, IN COOK COUNTY,ILLINOIS. Common Address: 1000 Oakton,Elk Grove Village,Illinois 60007 PIN: 08-22-303-008-0000 B-1 EXHIBIT C PROPERTY LEGAL DESCRIPTION THAT PART OF LOT 2 OF THE DIVISION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, BOUNDED BY A LINE DESCRIBED AS FOLLOWS: COMMENCING AT A POINT WHICH IS THE INTERSECTION OF THE WEST LINE OF SAID LOT 2 WITH THE CENTER LINE OF HIGGINS ROAD; THENCE SOUTH ALONG SAID WEST LINE TO A POINT ON SAID WEST LINE THAT IS EQUIDISTANT FROM THE CENTER LINE OF HIGGINS ROAD AND THE CENTER LINE OF OAKTON STREET;THENCE EAST PARALLEL WITH THE CENTER LINE OF OAKTON STREET TO THE EAST LINE OF LOT 2; THENCE NORTH ON THE EAST LINE OF LOT 2 TO THE CENTER LINE OF HIGGINS ROAD; THENCE NORTHWESTERLY ALONG THE CENTER LINE OF HIGGINS ROAD TO THE PLACE OF BEGINNING,IN COOK COUNTY,ILLINOIS. TOGETHER WITH: THAT PART OF LOT 2 OF THE DIVISION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, BOUNDED BY A LINE DESCRIBED AS FOLLOWS: COMMENCING AT A POINT WHICH IS THE INTERSECTION OF THE WEST LINE OF SAID LOT 2 WITH THE CENTER LINE OF HIGGINS ROAD; THENCE SOUTH ALONG SAID WEST LINE TO A POINT WHICH IS EQUIDISTANT FROM THE CENTER LINE OF HIGGINS ROAD AND THE CENTER LINE OF OAKTON STREET FOR THE PLACE OF BEGINNING; THENCE EAST PARALLEL WITH THE CENTER LINE OF OAKTON STREET TO THE EAST LINE OF SAID LOT 2; THENCE SOUTH ALONG THE EAST LINE OF LOT 2 TO THE CENTER LINE OF OAKTON STREET; THENCE WEST ALONG THE CENTER LINE OF OAKTON STREET TO THE WEST LINE OF LOT 2; THENCE NORTH ALONG SAID WEST LINE TO THE PLACE OF BEGINNING IN COOK COUNTY,ILLINOIS. EXCEPTING THEREFROM A PORTION OF THE LAND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF AFORESAID LOT 2 WHICH IS A SO E SOUTHWEST CORNER OF LOT 58 IN HIGGINS INDUSTRIAL PARK UNIT NUMBER 40, BEING SUBDIVISION IN THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN; THENCE NORTH ALONG THE EAST LINE OF SAID LOT 2 (BEING THE EAST LINE OF THE SOUTHWEST QUARTER AFORESAID) FOR A DISTANCE OF 242.72 FEET; THENCE WEST ALONG A LINE PARALLEL WITH THE CENTER LINE OF OAKTON STREET, A DISTANCE OF 354.76 FEET; THENCE SOUTH ALONG A LINE PARALLEL WITH THE EAST LINE OF THE SOUTHWEST QUARTER AFORESAID, (BEING THE EAST LINE OF LOT 2 AFORESAID), A DISTANCE OF 487.68 FEET MORE OR LESS TO THE CENTER LINE OF OAKTON STREET; THENCE EAST ALONG THE CENTER LINE OF OAKTON STREET TO THE EAST LINE OF THE SOUTHWEST QUARTER OF SECTION 22 AFORESAID; THENCE NORTH ALONG THE SAID EAST LINE OF THE SOUTHWEST QUARTER TO THE PLACE OF BEGINNING,IN COOK COUNTY,ILLINOIS. TOGETHER WITH: THAT PART ANGE 1,E ST OF THE THIRD PRINCIPAL SOUTHWESTDESCRIBED ASTER OF OSHIP 41 FOLLOW NORTH, BEGINNING AT A POINT IN THE SOUTH LINE OF SAID SOUTHWEST QUARTER WHICH IS 9.76 CHAINS EAST OF THE SOUTHWEST CORNER OF SAID QUARTER SECTION AND RUNNING THENCE EAST 10 CHAINS 31 LINKS TO THE SOUTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE NORTH 26 CHAINS 30 LINKS TO A POINT IN THE CENTER LINE OF HIGHWAY KNOWN AS HIGGINS ROAD;THENCE NORTH 81 DEGREES WEST ALONG THE CENTER LINE OF SAID HIGHWAY 10 CHAINS 40 LINKS; THENCE SOUTH 27 CHAINS 85 LINKS TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS, (EXCEPTING THEREFROM ALL THAT PART LYING WITHIN THE RIGHT OF WAY OF HIGGINS ROAD AND OAKTON STREET). TOGETHER WITH: NORTH,PART�E 11; EAST OF THE E WEST HALF OF THE SOUTHWEST THIRD PRINCIPAL MERIDIAN, BEGINNING AT A POTER OF SECTION 22, ST ATITHE NORTH, C-1 SOUTHWEST CORNER OF SAID WEST HALF; THENCE EAST 9.76 CHAINS TO A POST; THENCE NORTH 27.85 CHAINS TO A POST IN THE CENTER ROAD; THENCE NORTH 81 DEGREES WEST, 9.81 CHAINS TO A POST AT CORNER OF LAND OWNED BY H. SCHARINGHAUSEN ON THE WEST LINE OF SAID WEST HALF; THENCE SOUTH 29.31 CHAINS TO THE PLACE OF BEGINNING (EXCEPTING THEREFROM THE SOUTH 950.0 FEET THEREFORE, EXCEPT WEST 414.16 FEET THEREOF AS MEASURED ON THE SOUTH LINE THEREOF AND EXCEPT THAT PART FALLING IN HIGGINS ROAD), IN COOK COUNTY,ILLINOIS. TOGETHER WITH: LOTS 1 THRU 6 OF GIENZA AND MA JKA'S SUBDIVISION TOGETHER WITH STANLEY STREET AND WILLIAM STREET AS DEDICATED PER SAID GIENZA AND MAJKA'S SUBDIVISION, IN THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN,IN COOK COUNTY,ILLINOIS. TOGETHER WITH: THE WEST 230 FEET AS MEASURED ON THE SOUTH LINE THEREOF EXCEPT THE SOUTH 950 FEET THEREOF OF THE FOLLOWING DESCRIBED TRACT OF LAND; THAT PART OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 22,TOWNSHIP 41 NORTH,RANGE 11,EAST OF THE THIRD PRINCIPAL MERIDIAN, BEGINNING AT A POINT AT THE SOUTHWEST CORNER OF SAID WEST HALF; THENCE EAST 9.76 CHAINS TO A POST; THENCE NORTH 27.85 CHAINS TO A POST IN THE CENTER ROAD; THENCE NORTH 81 DEGREES WEST, 9.81 CHAINS TO A POST AT CORNER OF LAND OWNED BY H. SCHARINGHAUSEN ON THE WEST LINE OF SAID WEST HALF; THENCE SOUTH 29.31 CHAINS TO THE PLACE OF BEGINNING,IN COOK COUNTY,ILLINOIS. AND TOGETHER WITH ALL THAT PART OF EAST HIGGINS ROAD LYING NORTH OF AND ADJACENT TO ABOVE DESCRIBED PROPERTIES AND PREVIOUSLY NOT ANNEXED TO THE VILLAGE OF ELK GROVE VILLAGE. LOT 77 IN HIGGINS INDUSTRIAL PARK, UNIT NUMBER 50, BEING A SUBDIVISION IN THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN,IN COOK COUNTY,ILLINOIS. LOT 109 IN HIGGINS INDUSTRIAL PARK, UNIT NUMBER 75, BEING A SUBDIVISION IN THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN,IN COOK COUNTY,ILLINOIS. C-2 EXHIBIT D TIF COSTS Village of Elk Grove Village-Brennan Development Analysis of TIF Eligible Costs Total Land and Infrastructure Est.Total TIF Costs Eligible Costs Land Costs Land Purchase Price (all parcels) $ 46,019,415 $ 46,019,415 Total Land Costs $ 46,019,415 $ 46,019,415 Industrial Park Infrastructure Costs 261 $ 1,250,261250, Site Prep: Unsuitable Soils Allowance $ 1, 1,300,157 Architectural&Engineering Fees 1,300,157 Site Clearing/Detention/Sub-Grading/Demolition 2,600,420 2,600,420 Common Space-Pavers @ Entrances-Allowance 400,320 400,320 Common Space-Landscaping & Irrigation 1,359,535 1,359,535 6 132,196 Common Space-Monument at Entrances 132,19 1,150,035 Common Area-Pedestrian Paths 1,150,035 551,558 Common Area-Patio Paver Allowance& Parking Lot 551,558 227 121 Common Area-Fountain Allowance 227,121 518 600,51800, Common Area-Public Art Allowance 6 602,711 Higgins/Oakton Road Improvements 602,711 1,205,970 1,205,970 Asphalt-Boulevards 206,708 206,708 Site Concrete Site Utilities 3,109,159 3,109,159 507,606 Retaining Walls 507,606 307,365 307,365 Electrical 307 729 307,729 Street Light Poles 356,895 356,895 Intersection Signal Lights 478,802 478,802 Street Lights in Boulevards 150,000 150,000 Testing& Inspections 75,000 75,000 Survey&Staking 2,456,677 2,456,677 General Conditions/Overhead 850,000 850,000 Legal Fees 1,250,000 1,250,000 Contingency 3,372,808 3,372,808 Interest Carry Total Industrial Park Infrastucture Costs $ 24,809,551 $ 24,809,551 Building Site Infrastructure Costs Permit/Site Permit and Tap Fees 990,025 990,025170,750 170,750 Permit: Water Tap&Sewer Fees 2 004,570 2,004,570 Excavation/Site Clearing 1,704,948 1,704,948 Excavation Building 358,548 358,548 Lawn Irrigation 501,140 501,140 Landscaping 1,928,107 1,928,107 Permeable Pavers D-1 Asphalt 1,606,202 Site Concrete 1,557,129 Site Utilities 501,161 501,161 Architectural&Engineering Fees 850,000 850,000 Legal 250,000 250,000 Parking Lot and/or Street Pole Lighting 234,395 234,395 Interest Carry 632,849 632,849 Total Building Site Infrastructure Costs $ 13 289,824 $ 10,126,493 Total Land+Infrastructure Improvements $ 84,118.79 $ 80.9m.459 EXHIBIT E-1 FORM OF TAX-EXEMPT NOTE STATE OF ILLINOIS COUNTIES OF COOK AND DUPAGE VILLAGE OF ELK GROVE VILLAGE TAX-EXEMPT NON-RECOURSE [SENIOR LIEN/SUBO RDINATE LIEN] TAX INCREMENT REVENUE NOTE,SERIES 201_ (HIGGINS CORRIDOR TIF REDEVELOPMENT PROJECT AREA) PRINCIPAL AMOUNT: NOTE: REGISTERED REGISTERED $ No. KNOW ALL PERSONS BY THESE PRESENTS that the VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES,ILLINOIS (the "Village"), a municipality, home rule unit and body corporate and politic duly organized under the laws of the State of Illinois, for value received hereby acknowledges itself to owe and promises to pay to the Registered Owner hereof, or registered assigns, the outstanding Principal Amount of this Note on the Final Maturity hereof. "Final Maturity" means the earliest to occur of (a) the date on which the Village has made provision for or payment in full of all principal of and interest on this Note or(b) the earlier of(i) 20 , the date of the the date which is 20 years from the Dated Date or (ii) — expiration of the Redevelopment Project Area, as provided in the hereinafter defined Redevelopment Agreement, and to pay interest at the hereinafter defined Interest Rate (computed on the basis of a 360-day year of twelve 30-day months) on such Outstanding Principal Amount on of each year (being the "Regular Interest Payment Date") until paid, commencing on the first following the Dated Date on which funds are available and on deposit in the hereinafter defined Note Fund, except as the hereinafter stated provisions for redemption prior to maturity may and shall become applicable hereto. The Interest Rate a rate The Dated Date hereof shall be deemed tosbe the percent per annum which is equal to _/ date of issuance of this Note. Interest on this Note paid from the Pledged Moneys (as hereinafter defined) is due of each year until the earlier of Final Maturity or until this Note is paid in full. Interest when due ("Current Interest") shall be paid from the later of the Dated Date or from the most recent Regular 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, as provided from the EGVTP Sub-Account of the Higgins Corridor TIF Redevelopment Project Area Special Tax Allocation Fund (the "Note Fund"), and if funds on deposit therein and to the credit thereof are insufficient for such purpose and the Village has complied with its obligations to deposit said funds into the Note Fund pursuant to the Redevelopment Agreement, then such failure to pay shall not in and of itself constitute an event of default, but such interest shall thereupon be recorded by the Note Registrar as Deferred Accrued Interest ("Deferred red InterestAccrued , second, Currentder ofInterestaand nextyment f interest on this Note shall be f rst, Deferred A mandatory redemption of the outstanding Principal Amount. Failure to pay when due any installment of Current Interest or any amount of Outstanding Principal Amount due to insufficiency of the hereinafter defined Developer's Incremental Taxes, whether at a Regular Interest Payment Date, at Stated Maturity, Final Maturity or otherwise, shall in no event be deemed to be an event of default hereon. The Registered Owner of this Note, by acceptance hereof, hereby expressly agrees and acknowledges that (i) there may be Deferred Accrued Interest hereon, that is, that Current Interest may not have been paid, without any special notation having been made upon this Note, and (ii) the amounts due and payable of outstanding Principal Amount hereof and interest hereon are subject to adjustment as provided in the hereinafter defined Redevelopment Agreement. The Note is issued in fully registered form in the denominations of $100,000 each or authorized integral multiples of$5,000 thereof. 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 Village Treasurer, as paying agent and note registrar (the "Note Registrar"). Interest on this Note shall be paid to the Registered Owner hereof as shown on the Register at the close of business on the [15th day of the month immediately prior to/1st day of the month of) the applicable Regular Interest Payment Date. Interest hereon shall be paid by check or draft of the Village, 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 hereinafter defined Note Ordinance. This Note is a term note and is subject to mandatory redemption as set forth in the amortization schedule attached hereto, all in accordance with the Redevelopment Agreement. Notwithstanding the foregoing, this Note may not be prepaid for a period of three (3) years after the date of issuance, except as provided in the Redevelopment Agreement or unless otherwise agreed to by the Developer. The Village covenants that it will cause the Note Registrar to redeem this Note pursuant to the mandatory redemption required for this Note. Proper provision for mandatory redemption having been made, the Village covenants that the outstanding Principal Amount hereof to be redeemed shall be payable as at Stated Maturity. Subject to the provisions of the hereinafter defined in the Redevelopment Agreement and any Ordinance authorizing the issuance of this Note (the "Note Ordinance"), this Note may be transferred as a whole but not in part. Upon surrender of this Note 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 Note Registrar, or at the Registered Owner's option, the Note Registrar shall issue a new Note of the same maturity and terms and for the same aggregate principal amount to the transferee in exchange for this Note. E-1 The person in whose name this Note is registered on the Note 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. This Note is issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal Code (the "TIF Act"), and all laws amendatory thereof and supplemental thereto, and specifically as supplemented by the home rule powers of the Village pursuant to Section 6 of Article VII of the 1970 Constitution of the State of Illinois (collectively, the "Act"), and the principal of and interest, and premium, if any, hereon are payable solely from, [on parity with any additional Tax Exempt Non-Recourse Senior Lien Tax Increment Revenue Notes (Higgins Corridor TIF Redevelopment Project Area) if and when issued pursuant to the Redevelopment Agreement] [on parity with any additional Tax Exempt Non-Recourse Subordinate Lien Tax Increment Revenue Notes (Higgins Corridor TIF Redevelopment Project Area) if and when issued pursuant to the Redevelopment Agreement] [subordinate to any Tax Exempt Non-Recourse Subordinate Lien Tax Increment Revenue Notes (Higgins Corridor TIF Redevelopment Project Area) if and when issued pursuant to the Redevelopment Agreement], (i) the Developer's Incremental Taxes on deposit in and pledged to the Note Fund and (ii) the investment earnings thereon (the Developer's Incremental Taxes and the investment earnings thereon being, collectively, the "Pledged Moneys" under the Note Ordinance). This Note is being issued for the purpose of paying or reimbursing a portion of certain costs of a redevelopment project in the Redevelopment Project Area, all as more fully described in proceedings adopted by the President and Board of Trustees of the Village (the "Corporate Authorities") pursuant to the Act and the Note Ordinance, and in the Redevelopment Agreement, to all the provisions of which the holder by the acceptance of this Note assents. Under the Act, the Note Ordinance, and the Redevelopment Agreement, the Incremental Property Taxes shall be deposited in the Special Tax Allocation Fund. Developer's Incremental Taxes on deposit in the Note Fund shall be used first and are pledged for paying the principal of and interest on this Note and then in making any further required payments to any funds and accounts as provided by the terms of the Note Ordinance. Terms used but not defined herein shall have the same meaning as provided in the Note Ordinance and the Redevelopment Agreement. In the event of any conflict between the terms of this Note and the terms of the Redevelopment Agreement, the Redevelopment Agreement shall control. The terms and conditions of the Redevelopment Agreement are hereby incorporated into this Note by this reference thereto as if fully set forth herein. This Note, together with the interest thereon, is a limited obligation of the Village, payable solely from the Pledged Moneys and the amounts on deposit in and pledged to the Note Fund as provided in the Note Ordinance and the Redevelopment Agreement. Additional obligations on a parity with this Note may be issued as provided in the Redevelopment Agreement and the Note Ordinance provided. For the prompt payment of this Note, both principal and interest, as aforesaid, at Stated Maturity, the Pledged Moneys are hereby irrevocably pledged. THIS NOTE SHALL NOT CONSTITUTE A GENERAL OBLIGATION OF THE VILLAGE, NOR IS IT SECURED BY THE FULL FAITH AND CREDIT OF THE E-1 VILLAGE. THE NOTE IS PAYABLE SOLELY FROM DEVELOPER'S INCREMENTAL TAXES DEPOSITED FROM TIME TO TIME INTO THE NOTE FUND. INSUFFICIENCY OF THE NOTE FUND TO PAY INTEREST OR PRINCIPAL OBLIGATION RELATING TO THE VILLAGE WHEN DUE SHALL NOT BE A DEFAULT THEREON, AND NO HOLDER OF THIS NOTE SHALL HAVE ANY RECOURSE WHATSOEVER AGAINST THE VILLAGE IN THE EVENT THAT THE DEVELOPER'S INCREMENTAL TAXES ARE INSUFFICIENT TO PAY ANY INTEREST OR PRINCIPAL OBLIGATION WHEN DUE,WHETHER AT STATED MATURITY OR REDEMPTION. The Village hereby expressly finds and determines that the Final Maturity of this Note does not exceed the earlier of(i) the date which is twenty (20) years from the Dated Date or (ii) the twenty-third (23rd) anniversary of the date of designation by the Corporate Authorities of the Redevelopment Project Area, to-wit: , 20-- It 0=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, and the Village hereby covenants and agrees that it has made provision for the segregation of the Pledged Moneys 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 Note Registrar. The tables and forms following the signatures on this Note and Registered Owner Notation are an integral part of this Note as if in each case fully set forth at this place and are incorporated herein by this reference. E-1 IN WITNESS WHEREOF the Village has caused this Note to be signed by the manual or duly authorized facsimile signatures of its President and by its Village Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof, to wit, the day of , 20_ VILLAGE OF ELK GROVE VILLAGE,COOK AND DUPAGE COUNTIES,ILLINOIS [SEAL] BY President, Village of Elk Grove Village, Cook and DuPage Counties, Illinois Attest: Village Clerk, Village of Village of Elk Grove Village, Cook and DuPage Counties, Illinois Date of Authentication: ,20_ CERTIFICATE Note Registrar and Paying Agent: ,Illinois OF , AUTHENTICATION This Note is the Note described in the within mentioned Note Ordinance and is the Tax-Exempt Non-Recourse[Senior Lien/Subordinate Lien)Tax Increment Revenue Note,Series 201 (Higgins Corridor TIF Redevelopment Project Area),of the Village of Elk Grove Village, Cook and DuPage Counties,Illinois. VILLAGE TREASURER, as Note Registrar By E-1 STATE OF ILLINOIS COUNTIES OF COOK AND DUPAGE VILLAGE OF ELK GROVE VILLAGE TAX-EXEMPT NON-RECOURSE [SENIOR LIEN/SUBORDINATE LIEN] TAX INCREMENT REVENUE NOTE,SERIES 201_ (HIGGINS CORRIDOR TIF REDEVELOPMENT PROJECT AREA PRINCIPAL AMOUNT: NOTE: REGISTERED REGISTERED $ No. REGISTERED OWNER NOTATION This Note shall be registered on the Note Register of the Village kept for the purpose by the Village Treasurer, as Note Registrar. The principal and interest on this Note shall be payable only to or upon the order of the Registered Owner or such owner's legal representative. No registration hereof shall be valid unless signed by the Note Registrar. DATE OF NAME OF SIGNATURE OF REGISTRATION REGISTERED OWNER VILLAGE TREASURER E-1 EXHIBIT E-2 FORM OF TAXABLE NOTE STATE OF ILLINOIS COUNTIES,OF COOK AND DUPAGE VILLAGE OF ELK GROVE VILLAGE TAX-EXEMPT NON-RECOURSE [SENIOR LIEN/SUBORDINATED LIEN] TAX INCREMENT REVENUE NOTE,SERIES 20 (HIGGINS CORRIDOR TIF REDEVELOPMENT PROJECT AREA NOTE: PRINCIPAL AMOUNT: REGISTERED REGISTERED $ No. AMORTIZATION SCHEDULE E-2 STATE OF ILLINOIS COUNTIES OF COOK AND DUPAGE VILLAGE OF ELK GROVE VILLAGE TAXABLE NON-RECOURSE SUBORDINATE LIEN TAX INCREMENT REVENUE NOTE, SERIES 201_ (HIGGINS CORRIDOR TIF REDEVELOPMENT PROJECT AREA) NOTE: PRINCIPAL AMOUNT: REGISTERED REGISTERED No. KNOW ALL PERSONS BY THESE PRESENTS that the VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES,ILLINOIS (the "Village"), a municipality, home rule unit and body corporate and politic duly organized under the laws of the State of Illinois, for value received hereby acknowledges itself to owe and promises to pay to the Registered Owner hereof, or registered assigns, the outstanding Principal Amount of this Note on the Final Maturity hereof. "Final Maturity" means the earliest to occur of (a) the date on which the Village has made provision for or payment in full of all principal of and interest on this Note or(b)the earlier of(i) the date which is 20 years from the Dated Date or (ii) , 20_, the date of the expiration of the Redevelopment Project Area, as provided in the hereinafter defined Redevelopment Agreement, and to pay interest at the hereinafter defined Interest Rate (computed on the basis of a 360-day year of twelve 30-day months) on such Outstanding Principal Amount on of each year (being the "Regular Interest Payment Date") until paid, commencing on the first following the Dated Date on which funds are available and on deposit in the hereinafter defined Note Fund, except as the hereinafter stated provisions for redemption prior to maturity may and shall become applicable hereto. The Interest Rate is a rate percent per annum which is equal to —%. The Dated Date hereof shall be deemed to be the date of issuance of this Note. Interest on this Note paid from the Pledged Moneys (as hereinafter defined) is due of each year until the earlier of Final Maturity or until this Note is paid in full. Interest when due ("Current Interest") shall be paid from the later of the Dated Date or from the most recent Regular 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, as provided from the EGVTP Sub-Account of the Higgins Corridor TIF Redevelopment Project Area Special Tax Allocation Fund (the "Note Fund"), and if funds on deposit therein and to the credit thereof are insufficient for such purpose and the Village has complied with its obligations to deposit said funds into the Note Fund pursuant to the Redevelopment Agreement, then such failure to pay shall not in and of itself constitute an event of default, but such interest shall thereupon be recorded by the Note Registrar as Deferred Accrued Interest ("Deferred Accrued Interest"). The order of payment of interest on this Note shall be first, Deferred Accrued Interest, second, Current Interest, and next, mandatory redemption of the outstanding Principal Amount. Failure to pay when due any installment of Current Interest or any amount of Outstanding Principal Amount due to insufficiency of the hereinafter defined Developer's Incremental Taxes, whether at a Regular Interest Payment Date, at Stated Maturity, Final Maturity or otherwise, shall in no event be E-2 deemed to be an event of default hereon. The Registered Owner of this Note, by acceptance hereof, hereby expressly agrees and acknowledges that (i) there may be Deferred Accrued Interest hereon, that is, that Current Interest may not have been paid, without any special notation having been made upon this Note, and (ii) the amounts due and payable of outstanding Principal Amount hereof and interest hereon are subject to adjustment as provided in the hereinafter defined Redevelopment Agreement. 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 Village Treasurer, as paying agent and note registrar (the "Note Registrar"). Interest on this Note shall be paid to the Registered Owner hereof as shown on the Register at the close of business on the [15th day of the month immediately prior to/I" day of the month ofJ the applicable Regular Interest Payment Date. Interest hereon shall be paid by check or draft of the Village, 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 hereinafter defined Note Ordinance. This Note is also subject to mandatory redemption by operation of the Note Fund (as such term is hereinafter defined), at a price of par plus accrued interest without premium, on any date, whenever an annual Accounting shall demonstrate that there is on deposit in the Note Fund an amount in excess of the sum of (i) the principal of and interest due on any outstanding Tax Exempt Non-Recourse Senior Lien Tax Increment Revenue Notes (Higgins Corridor TIF Redevelopment Project Area) due and payable during the Note Year commencing on the next succeeding such Accounting, plus (ii) the principal of and interest due on any outstanding Tax Exempt Non-Recourse Subordinate Lien Tax Increment Revenue Notes (Higgins Corridor TIF Redevelopment Project Area) due and payable during the Note Year commencing on the next succeeding such Accounting, plus (iii) the amount required to pay any interest reserve on this Note, plus all Deferred Accrued Interest, plus Current Interest due and payable during the Note Year commencing on the next succeeding such Accounting, plus (iv) an amount not to exceed the greater of earnings on the Note Fund in the immediately preceding Note Year, or 1/12 of the principal and interest payments made on this Note in the prior Note Year. Notwithstanding the foregoing, this Note may not be prepaid for a period of three (3) years after the date of issuance, except as provided in the Redevelopment Agreement or unless otherwise agreed to by the Developer. The Village covenants that it will cause the Note Registrar to redeem this Note pursuant to the mandatory redemption required for this Note. Proper provision for mandatory redemption having been made, the Village covenants that the outstanding Principal Amount hereof to be redeemed shall be payable as at Stated Maturity. Subject to the provisions of the hereinafter defined in the Redevelopment Agreement and any Ordinance authorizing the issuance of this Note (the "Note Ordinance"), this Note may be transferred as a whole but not in part. Upon surrender of this Note 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 E-2 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 Note Registrar, or at the Registered Owner's option, the Note Registrar shall issue a new Note of the same maturity and terms and for the same aggregate principal amount to the transferee in exchange for this Note. The person in whose name this Note is registered on the Note 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. This Note is issued pursuant to Division 74.4 of Article 1 I of the Illinois Municipal Code (the "TIF Act"), and all laws amendatory thereof and supplemental thereto, and specifically as supplemented by the home rule powers of the Village pursuant to Section 6 of Article VII of the 1970 Constitution of the State of Illinois (collectively, the "Act"), and the principal of and interest, and premium, if any, hereon are payable solely from, on parity with any additional Taxable Non-Recourse Subordinate Lien Tax Increment Revenue Notes (Higgins Corridor TIF Redevelopment Project Area) if and when issued pursuant to the Redevelopment Agreement and subordinate to any Tax Exempt Non-Recourse Senior Lien Tax Increment Revenue Notes (Higgins Corridor TIF Redevelopment Project Area) and any Tax Exempt Non-Recourse Subordinate Lien Tax Increment Revenue Notes (Higgins Corridor TIF Redevelopment Project Area) if and when issued pursuant to the Redevelopment Agreement, (i) the Developer's Incremental Taxes on deposit in and pledged to the Note Fund and (ii) the investment earnings thereon (the Developer's Incremental Taxes and the investment earnings thereon being, collectively, the "Pledged Moneys"under the Note Ordinance). This Note is being issued for the purpose of paying or reimbursing a portion of certain costs of a redevelopment project in the Redevelopment Project Area, all as more fully described in proceedings adopted by the President and Board of Trustees of the Village (the "Corporate Authorities") pursuant to the Act and the Note Ordinance, and in the Redevelopment Agreement, to all the provisions of which the holder by the acceptance of this Note assents. Under the Act, the Note Ordinance, and the Redevelopment Agreement, the Incremental Property Taxes shall be deposited in the Special Tax Allocation Fund. Developer's Incremental Taxes on deposit in the Note Fund shall be used first and are pledged for paying the principal of and interest on this Note and then in snaking any further required payments to any funds and accounts as provided by the terms of the Note Ordinance. Terms used but not defined herein shall have the same meaning as provided in the Note Ordinance and the Redevelopment Agreement. In the event of any conflict between the terms of this Note and the terms of the Redevelopment Agreement, the Redevelopment Agreement shall control. The terms and conditions of the Redevelopment Agreement are hereby incorporated into this Note by this reference thereto as if fully set forth herein. This Note, together with the interest thereon, is a limited obligation of the Village, payable solely from the Pledged Moneys and the amounts on deposit in and pledged to the Note E-2 Fund as provided in the Note Ordinance and the Redevelopment Agreement. Additional obligations on a parity with this Note may be issued as provided in the Redevelopment Agreement and the Note Ordinance provided. For the prompt payment of this Note, both principal and interest, as aforesaid, at Stated Maturity , the Pledged Moneys are hereby irrevocably pledged. THIS NOTE SHALL NOT CONSTITUTE A GENERAL OBLIGATION OF THE VILLAGE, NOR IS IT SECURED BY THE FULL FAITH AND CREDIT OF THE VILLAGE. THE NOTE IS PAYABLE SOLELY FROM DEVELOPER'S INCREMENTAL TAXES DEPOSITED FROM TIME TO TIME INTO THE NOTE FUND. INSUFFICIENCY OF THE NOTE FUND TO PAY INTEREST OR PRINCIPAL OBLIGATION RELATING TO THE VILLAGE WHEN DUE SHALL NOT BE A DEFAULT THEREON, AND NO HOLDER OF THIS NOTE SHALL HAVE ANY RECOURSE WHATSOEVER AGAINST THE VILLAGE IN THE EVENT THAT THE DEVELOPER'S INCREMENTAL TAXES ARE INSUFFICIENT TO PAY ANY INTEREST OR PRINCIPAL OBLIGATION WHEN DUE,WHETHER AT STATED MATURITY OR REDEMPTION. The Village hereby expressly finds and determines that the Final Maturity of this Note does not exceed the earlier of(i) the date which is twenty (20) years from the Dated Date or (ii) the twenty-third (23rd) anniversary of the date of designation by the Corporate Authorities of the Redevelopment Project Area, to-wit: , 20_. 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, and the Village hereby covenants and agrees that it has made provision for the segregation of the Pledged Moneys 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 Note Registrar. The tables and forms following the signatures on this Note and Registered Owner Notation are an integral part of this Note as if in each case fully set forth at this place and are incorporated herein by this reference. E-2 IN WITNESS WHEREOF the Village has caused this Note to be signed by the manual or duly authorized facsimile signatures of its President and by its Village Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof, to wit, the day of , 20_ VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES,ILLINOIS [SEAL] By President, Village of Elk Grove Village, Cook and DuPage Counties, Illinois Attest: Village Clerk, Village of Village of Elk Grove Village, Cook and DuPage Counties, Illinois Date of Authentication: ,20_ CERTIFICATE Note Registrar and Paying Agent: OF Illinois ' AUTHENTICATION This Note is the Note described in the within mentioned Note Ordinance and is the Taxable Non- Recourse Subordinate Lien Tax Increment Revenue Note, Series 201 (Higgins Corridor TIF Redevelopment Project Area),of the Village of Elk Grove Village,Cook and DuPage Counties,Illinois. VILLAGE TREASURER, as Note Registrar By E-2 EXECUTION STATE OF ILLINOIS COUNTIES OF COOK AND DUPAGE VILLAGE OF ELK GROVE VILLAGE TAXABLE NON-RECOURSE SUBORDINATE LIEN TAX INCREMENT REVENUE NOTE,SERIES 201_ (HIGGINS CORRIDOR TIF REDEVELOPMENT PROJECT AREA PRINCIPAL AMOUNT: NOTE: REGISTERED REGISTERED $ No. REGISTERED OWNER NOTATION This Note shall be registered on the Note Register of the Village kept for the purpose by the Village Treasurer, as Note Registrar. The principal and interest on this Note shall be payable only to or upon the order of the Registered Owner or such owner's legal representative. No registration hereof shall be valid unless signed by the Note Registrar. DATE OF NAME OF SIGNATURE OF REGISTRATION REGISTERED OWNER VILLAGE TREASURER E-2 EXHIBIT H DESIGN GUIDELINES 719115.8 H-1 EXHIBIT H DESIGN GUIDELINES 719115.8 H-1 The Developer presented the proposed Technology Park to the Village as a unique development with uses and design features not typically found in the Village's Business Park. These design guidelines have been adopted by the Village as the basis for approving the Technology Park annexation, rezoning and other requested approvals. These design guidelines are to ensure that the Technology Park is developed in the same manner as what was originally presented to the Mayor and Board of Trustees. I. Site History The project site is approximately 85 acres located within the Village of Elk Grove Village. It sits adjacent to the Higgins Road (IL-72) corridor, and is part of the larger Elk Grove Business Park, which is the nation's largest contiguous business park. The Elk Grove Technology Park is accessible from three (3) access points — Higgins Road (IL- 72), Oakton Street, and Lively Boulevard. Due to the dynamic nature of high-tech business recruitment, the exact, final location of all buildings being proposed by the Developer, Brennan Investment Group, cannot be fixed at this time. r 6 1' The image above depicts the area of the proposed Elk Grove Technology Park. 719115.8 H-2 II. Design Objectives The guidelines illustrate key elements and design strategies for planning approvals, design, construction and landscaping of all areas in the Elk Grove Technology Park. The intention of the guidelines is to promote an exceptional development that will: 1) Create a high-quality business environment to attract and retain advanced technology- driven uses in an aesthetically pleasing environment. 2) Distinguish and elevate the Elk Grove Technology Park as separate and distinct from the Business Park, promoting local and regional recognition. 3) Encourage superior project design that will act as a catalyst for reinvestment and redevelopment in the surrounding area and maintain uses and design that are complimentary to the nearby residential areas. I11. Master Association — The developer will create prior to the conveyance of any portion of the Technology Park, a master association or other entity which shall provide for the maintenance of all common areas, private roadways, cross-easements, public rights-of- way medians and streetlights (but, excluding the public asphalt roadway and parkway trees within the rights-of-way), shared site detention/retention areas, and other amenities common to the Property. This agreement shall not preclude any owner(s) within the Technology Park from maintaining their own buildings or common areas not common to the property outside the control of the master association. The instrument creating the master association or other entity shall be subject to the reasonable approval of the Village Board. 719115.8 H-3 IV. Site Planning A. Parcel Sizing i. No industrial parcel shall be less than three (3) acres in area. B. Building Placement i. Variations in siting and orientation of each building shall be considered in relation to its specific parcel, the effect on adjacent parcels, and, as it occurs, the massing of consecutive lots. ii. Building entries should be located so that they are easily identifiable with convenient public access. Each building should provide an aesthetically, well- defined entry sequence for pedestrian and vehicular uses from the street to the building. T k The two examples below being submitted by the Developer are representative of the proposed building entry standards. WRM T' c v iii. Secondary entrances shall be easily accessible and convenient to building parking and delivery areas, but not dominant. iv. Building placement that create opportunities for plazas, courtyards, patios, or outdoor congregation is strongly encouraged. 719115.8 H-4 v. Pedestrian pathways shall be in conformance with current Americans with Disabilities Act (ADA) standards and conform to the Village of Elk Grove Village's Municipal Code. vi. Open space within each building site is encouraged. Each parcel shall limit Combined Impervious Site Coverage for individual building sites (including buildings, parking, sidewalks, and drives, except to the extent constructed with permeable pavers) to a maximum of seventy-five percent (75%) of each site's land area. Consideration for varying site coverage requirements may be given for sites adjacent to significant common open space. Plazas and other pedestrian amenities shall be treated as open space. vii. Building setbacks shall be as set forth: Front Yard Setback All Buildings 25 feet Rear Yard Setback (Buildings 1-4 40 feet Rear Yard Setback (Buildings 5-9) 50 feet Side Yard Setback (Buildings 1-4) 40 feet Side Yard Setback (Buildings 5-9) 50 feet Building setbacks are based upon the Conceptual Site Plan dated October 2, 2017 (Scheme #39). Should the Developer deviate from the Conceptual Site Plan, that portion of Rear Yard and Side Yard setbacks will revert to 50 feet. C. Roadway Construction - The Technology Park contains a site access points on Higgins Road (IL-72) at Stanley Street, as well as a primary access point from Bond Street. In addition, the Technology Park connects to the south at Kent Avenue. All public access roads shall be constructed with landscaped median boulevards. i. The overall roadway cross section shall be as follows: Roadway Width 25-foot width, back to back of curb Median Width 12-foot width, back to back of curb Parkway Width 10-foot width, back of curb to pathway Parkway Width 13-foot width, back of curb to sidewalk Sidewalk Width 5-foot width (located in easement) Pedestrian Multi-Use Path 8-foot width (located in easement) ii. Roadway cross section should be 25-foot back to back of curb roadway in each direction separated by a 12-foot landscaped median. iii. The roadway shall be constructed with twelve inches (12") of Hot Mix Asphalt (2" Surface and 10" Binder) and twelve inches (12") of Aggregate Subgrade (3" of capping material (CA-6) and 9" crushed gravel, crushed stone or crushed concrete meeting the CSOI gradation). 719115.8 H-5 D. Parking Orientation — It is integral to site design to develop a circulation system that efficiently moves vehicles in a well-defined manner while avoiding and reducing potential conflicts between pedestrians and vehicles. i. The placement and design of parking areas and structures should foster safe pedestrian access and circulation and clearly identifiable public access and visitor parking. ii. Pedestrian access should be provided between building entrances. iii. Site and building design shall accommodate pedestrian circulation onsite from parking areas to plazas, open space, pedestrian pathways, and to adjoining buildings. Existing and proposed pedestrian and/or bicycle circulation systems and easements shall be integrated into site design. iv. Site access and internal circulation through the parking lot should promote safety, efficiency, and convenience. A continuous circulation pattern though the site should be provided to the greatest extent possible. v. Parking lots which accommodate a significant number of vehicles should be divided into a series of connected smaller parking lots. vi. Parking areas should be oriented to the street frontage, and should be buffered with landscaping between the parking area and street frontage. The exception shall be the buildings along the Boulevard that feature parking areas on the north or south of the buildings. On these buildings, to improve the aesthetic appeal, the Developer will enhance the facades facing the Boulevard, as well as Village approved provide landscaping effects. vii. Loading and service areas should be provided with separate access and circulation, which shall be located behind the building. viii. Truck Route signage shall prohibit all commercial trucks from turning west on Oakton Street. The existing prohibition against trucks going west past Stanley Street shall remain in effect. E. Storage & Equipment Areas — when designing the placement of auxiliary structures and areas, primary placement consideration should be to minimize their visibility and adverse impacts to the greatest extent possible. i. There shall be no outside storage of article, goods, materials, fixed machinery, vehicles, equipment, stock in trade and similar items. Temporary and/or intermittent outside parking of trucks and/or trailers shall be permitted and mitigated by screening of visible truck docks. 719115.8 H-6 ii. There shall be no outside production or assembly of products, material, equipment, or other business operations. iii. Any exterior equipment that must be placed outside shall be enclosed within a masonry enclosure of same material as the primary building. iv. The use of long-term storage containers is strictly prohibited. F. Site Amenities i. Multi-Use Pedestrian Paths shall be installed to enhance pedestrian mobility throughout the Technology Park. An eight-foot (8') wide multi-use pedestrian path shall be constructed, and shall be connected and/or terminated at the location of the Village's planned multi-use pathways. ii. As designed, frontage shall be highlighted by a wet detention area that will predominantly stretch the length of Higgins Road (IL-72). The wet detention shall be designed in such a manner as to use the water as an aesthetic feature for the Technology Park. a. As designed, the wet detention shall include six (6) illuminated water aerators that will also serve as aesthetic water fountains. b. The wet detention will also include twenty-four(24) bronze elk statuary. G. Site Detention — The 85-acre development will be engineered and designed in such a manner as to maximize the use of shared site detention. H. Safety — Safety and security are integral components of a Technology Park, both the built and natural environment. Good site plan design places pedestrian pathways in highly visible areas to provide for safe passage day or night. i. Landscaping shall maintain adequate sight lines for visual safety, visibility and efficient security. ii. Lighting should be designed to provide atmosphere, safety, and security without unnecessary spillover or glare onto adjacent properties and light intensity should be of satisfactory quality to ensure visibility, safety, and security. iii. Lighting for pedestrian walkways shall not exceed a height of sixteen-feet (16'). Lighting for parking areas and vehicle access ways shall not exceed a height of twenty-five (25'). iv. Entrances, parking lots and pathways should be visible from streets or buildings for safety and surveillance purposes. v. Lighting that is mandated for general safety and security shall be provided on a 24-hour basis. 719115.8 H-7 I. Utility Installation i. All permanent utilities shall be located underground and in easements of sufficient width for utility operation, maintenance and repair. Where feasible, utilities shall be located immediately adjacent to the lot line. ii. All utility appurtenances including telephone pedestals, utility meters, transformers, etc. shall be screened. All such appurtenances shall be painted to match adjacent building color or shall be painted black in color when not adjacent to buildings. V. Architecture - The purpose of the architecture portion of these design guidelines is to provide direction for development of the vertical elements of the Technology Park in order to achieve a comfortable, distinctive, and stimulating environment. Moreover, the intent of the Technology Park is to create an architecturally significant setting to convey the images of a modern employment center. The Technology Park shall be designed to be symbolic of its role in the Village's evolution from an economy based on traditional industry to one based on research, innovation and technology. The Technology Park's location enables this site to become a highly visible gateway into the nation's largest contiguous industrial park, and one of the nation's largest manufacturing and employment centers. A. General Guidelines i. The Mayor and Board of Trustees shall serve as the Architectural Review Committee, and shall approve the facade of each building. ii. All buildings should relate to one another, and be compatible with adjacent buildings. iii. Architectural qualities and design elements for the Technology Park buildings shall include: a. Building modulation indentations and architectural details; b. Building entry accentuation; c. All facades facing Higgins Road, Oakton Street, and the boulevard shall be enhanced with a variation of architectural materials and elements including (but not limited to) glass (punched windows, storefront, curtainwall), architectural metal panels, EIFS, reveals, setbacks, architectural grade metal panels, and steel; d. Roofline and rooftop variation, to be accommodated via variation in building rooftop parapet heights; e. Large pre-cast walls shall be broken-up with varying materials to create unique design elements. f. Screening of equipment; and g. Landscaping to soften building exteriors with berms and buffers between uses. 719115.8 H-8 iv. The design elements for the Technology Park buildings that are prohibited include: a. Large blank, flat surfaces; b. Exposed, untreated concrete block walls (except face brick); c. Corrugated metal or pre-engineered metals (architectural pre-engineered metal trim is acceptable). Any metals installed with exposed fasteners on any building exterior wall; d. Unscreened loading doors and service doors, as well as loading docks and service doors visible from the street; e. Exposed rooftop mechanical equipment, antenna, vents, and ducts unless appropriately screened as described herein; and f. Exposed roof drains. v. The following pages contain sample building facades that the Village would find to be compatible with the proposed Technology Park. In addition, the following examples submitted by the Developer, are representative of building facades for the Technology Park: 719115.8 H-9 ;e r s� Amada—Precision Metal Fabrication Equipment Schaumburg,IL 47 n & € M x NHm iff x MC Machinery—Mitsubishi-Precision Metal Fabrication Equipment Elk Grove Village,IL w� Medical Device Research Facility Upper Midwest,MN srlf 4a aa. a Microsoft Data Center Dublin,Ireland g 719115.8 H-10 "e a . -,"A v h R .a j§g{ =d m L ( N f �kf CyrusOne Data Center IO Data Center Westover Hills,TX Phoenix,AZ �<..� .'z 5ZN Data Foundry =# st Houston,TX . .m. CoreSite Data Center a Santa Clara,CA w �t ,. A a ra. B. Height & Mass Conceptual Facades Provided by Developer for Proposed Elk Grove Technology Park Industrial Facilities i. The maximum height for any building in (Above and to the Left) the Technology Park shall not exceed seventy feet (70') in height. Those buildings adjacent to R-3 residentially zoned properties shall not exceed thirty-eight feet (38') in height. ii. The Floor Area Ratio �' � (FAR) for all buildings in the Technology Park shall not exceed 0.60 for each level of all buildings. For example, a single story building may have a FAR of 0.60, a two-story building a FAR of 1.20, a three-story building of 1.80, etc. Moreover, the Combined Impervious Site Coverage for individual parcels (including buildings, parking, sidewalks, and drives, except to the extent constructed with permeable pavers) shall not exceed seventy-five (75%), and the Building Coverage for each building parcel shall be no more than sixty percent (60%). Plazas and other pedestrian amenities shall be treated as open space iii. The height and mass of Technology Park buildings should consider the visual and physical relationship to adjacent uses. A structure that dominates its environment by its relative size is strongly discouraged. iv. The mass of a larger building should be broken down into a group of buildings clustered into traditional building compounds or a campus setting to create a sense of community. v. Building design should employ clean, simple, geometric forms and coordinated massing to produce overall unity, scale, and interest. vi. Buildings should relate to each other in their massing and forms. Larger masses should be located at the centers of building compositions, with smaller forms stepping outwards and down. vii. Design buildings to step back and step down to help break up mass. When feasible, use landscape materials to reinforce tiered building forms. "Stepped down approaches" are especially appropriate for breaking up larger structures in excess of 100,000 square feet or those over two stories in height. C. Building Design i. Variety in building forms shall be employed to create visual character and interest. ii. Facades with a high level of visual interest from both vehicular and pedestrian viewpoints are required. The exterior character of all buildings should enhance their immediate vicinities. iii. Long unbroken building facades are required to be broken up with architectural details. Additional detail such as inlaid tile, soldier courses, trim, planters and decorative lighting are highly encouraged. iv. Facades with varied front setbacks are encouraged to provide visual interest. 719115.8 H-12 v. Rear and side wall elevations must provide building offsets and architectural details similar to the front facade, provided that the rear or side wall elevations face Higgins, Oakton, or the Boulevard. vi. Entrances to individual buildings shall be readily identifiable to visitors through the use of recesses or pop-outs, roof elements, columns, or other architectural elements. D. Roofs i. Roofs should be integral to the architectural theme of Technology Park buildings and contribute to the visual continuity. Rooflines of Technology Park buildings should include variations to avoid long, continuous planes. This will be accomplished by variations in roof parapet heights. ii. Rooftop equipment must be screened from view on all four sides by architectural features integrated with the design of the building by way of roof parapets, walls, and Village approved screening units. E. Materials & Color i. Exterior building materials and finishes should be durable and of high quality. Buildings should include a maximum of four exterior materials. The following materials and elements are recommended: a. Masonry, stone, stone veneer systems, stucco, pre-cast concrete, glass-fiber- reinforced (GFRC), EIFS, and architectural metal panel wall coverings; b. Transparent materials particularly at entrances, courtyards, and community spaces; c. Metals used for architectural elements such as sunscreens, trellises, and canopies; and d. Materials that have proven long-term durability. ii. The following materials and elements are prohibited: a. Exposed and/or unpainted concrete masonry unites (CMU); and b. High maintenance materials such as stained wood, clapboard, or shingles. iii. Materials should be chosen to withstand abuse by vandals or accidental damage by machinery. False facades and other simulated materials and ornamentation are discouraged. iv. Clear or lightly tinted low-e glass (glazing) should be used, particularly at pedestrian levels where transparency between indoor and outdoor spaces is desirable. 719115.8 H-13 v. The use of various siding material (i.e. masonry, concrete texturing, cement, or plaster to produce effects of texture and relief that provide architectural interest) are encouraged. vi. Accessory structures shall be architecturally treated on all four exterior sides of the building. vii. Accessory structures must employ a variety of building forms, materials, colors and other architectural treatments to add visual interest. Exterior materials should include stucco, plaster, glass, stone, brick, pre-cast, or decorative masonry. viii. Elevation should use varying material color, texture and vertical and horizontal plan change such as wall, steps, reveals and pilasters. ix. The use of compatible colors in a single facade or composition is required. Compatible colors add interest and variety while reducing building scale and breaking up plain walls. VI. Parking& Circulation A. Sufficient paved, off-street parking shall be provided onsite with assigned spaces that are compliant with the ADA. Each owner shall be responsible for compliance with this requirement by its tenants, employees, and visitors. B. Parking shall be designed to minimize conflicts between automobiles and pedestrians and create a clearly organized system of entrances, driveways, and parking lots and facilities, while still providing adequate and convenient parking spaces. C. Vehicular access to any site shall be designed to encourage an efficient, smooth flow of traffic in relationship to other driveways, street curvature, site distances, median cuts, and other common traffic engineering criteria. Paved areas and curb cuts should be minimized. D. Parking lots and driveways shall be designed for sufficient movement to avoid conflict with vehicular traffic in the street. E. "Gated parking" is discouraged but if required shall be designed to prevent traffic queuing onto a public street. Any and all "gated parking" areas shall be located in the rear of the building, and out of view from of the boulevards. F. Access for each site shall be determined in concert with the Technology Park's overall traffic circulation, capacity needs, and requirements. Full movement access points on arterial streets shall be located a minimum of seventy-five feet (75') from a signalized intersection. 719115.8 H-14 G. Pedestrian circulation should be physically separated from vehicular circulation as much as possible to reduce traffic hazards and make the pedestrian system safer, more efficient, and visually attractive. H. Intersections where pedestrian routes cross-vehicular traffic are critical areas and should be clearly marked .r for visual identification by both motorists and � pedestrians. Pedestrian crosswalks at intersections shall be highlighted with a thermoplastic design as ==-' �.,� agreed upon by the Village and Developer to •� differentiate the pedestrian route. Sample thermoplastic crosswalk I. At least one sidewalk connection between the building and the perimeter street is required. Large parking areas shall have sidewalk connections to the building entries or ground plaza areas. J. Parking structures should be designed as integral components of the overall design of the specific project with related materials and forms incorporated in both the parking structure and the buildings served. K. Adjacent properties should be adequately screened from the parking structures and lots. L. No parking within the Technology Park shall be permitted on any public street or access road or at any place other than the paved parking spaces provided. Parking access shall be of sufficient size to serve the business use conducted on the parcel. M. With the exception of data centers, total industrial site parking within this development shall be parked at a ratio no less than one (1) parking stall for every 1,000 square feet of building area, it being the intention that various individual buildings may be parked at ratios below or above one (1) parking stall for every 1,000 square feet of building area. Data centers shall be parked at a ratio no less than one (1) parking stall for every 3,000 square feet of building area. Should the developer or end-user feel that the required parking ratio is not necessary for their use, they may petition the Village to land bank an equivalent area adjacent to the proposed parking area that could be utilized for future use. N. It is encouraged that the developer construct a multi-level parking structure to accommodate site parking and encourage shared parking. O. Landscape dividers will be incorporated into all parking lots within the Technology Park. Landscape dividers will be no less than six feet (6') feet in width, with ornamental or shade trees planted every twenty feet (20'). Landscape dividers can also be planted as bio-swales, or"rain gardens," with native trees, shrubs, and grasses 719115.8 H-15 to help mitigate storm water runoff. All other islands will be planted with low, salt tolerant plantings. P. The internal circulation shall not conflict with the main access and exit aisle. Q. Parking lighting shall conform to the following regulations: i. The design of surface parking lot lighting fixtures shall be compatible with the architecture used in the development and not be on poles over twenty-five feet (25') in height. ii. In public parking lots, a higher foot-candle level of 1.0 feet-candle should be provided at vehicle driveways, entry throats, pedestrian paths, plaza areas, and other activity areas. iii. Parking and security lights will not be obtrusive to neighboring residential properties. VII. Loading Facilities A. Number of docks i. Loading and service docks shall be permitted within the Technology Park. Loading and service docks shall be limited to no more than one (1) per 5,000 square feet of building space per parcel. ii. Buildings within the Technology Park shall have no fewer loading and service docks and/or spaces than as follows: Square Feet of Gross Required Number Floor Area of Spaces Up to 60,000 1 60,001 to 120,000 2 120,001 to 180,000 3 180,001 to 240,000 4 240,001 and Up 1 5 The above loading and service dock and/or space requirement shall not apply to motel and restaurant uses without designated assembly or meeting rooms, which uses shall require one (1) loading space for every one hundred thousand (100,000) square feet or portion thereof floor area. B. Location 719115.8 H-16 i. Loading and service dock areas shall be located to the rear or sides of a building, away from the main building entrance. In addition, loading or services docks shall be screened from street view. ii. Loading areas shall be designed to accommodate backing and maneuvering onsite, not from a public street, and when occupied shall not prohibit or restrict onsite vehicular circulation. iii. Loading and servicing shall be designed so that the entire operation is conducted within the confines of the parcel. No loading vehicles may extend beyond the lot line. iv. Drive-thru docks are strictly prohibited. VIII. Screening & Fences A. Screening i. Screening is required within the development. Screening shall be designed with a combination of elements should be used including low solid masonry or stone walls, pre-cast walls, outcropping, berms, and landscaping. ii. Facilities and equipment that must be located externally must be enclosed and screened with landscaping to minimize views from adjoining streets, buildings, or open space. iii. The method of screening should be architecturally integrated with the adjacent building in terns of materials, colors, shape, and proportion. iv. All loading and services docks and refuse areas must be screened from public view. B. Fencing i. Material a. Screened fencing shall include solid masonry, pre-cast, or stone walls, not to exceed fifteen feet (15') in height. I' 719115.8 H-17 b. Security fencing shall be limited to decorative wrought iron or aluminum style "wrought iron," in black or bronze color. Any wrought iron style fencing facing Higgins, Oakton, or the Boulevard, shall be broken up with masonry, pre-cast, or stone columns located at end-points and corners. Continuous wrought iron fencing shall be broken up with masonry, pre-cast, or stone columns every seventy-five feet (75'). o_ c. Chain link fences, barbed wire fences, cinder block, and wooden fences are strictly prohibited. J �III� I l..y � ,�, } $ A R'X)'iY Installation` of chain link, barbed wire, and board-on-board fencing as shown above would be strictly prohibited within the Elk Grove Technology Park. ii. Location a. Facilities located adjacent to residentially zoned properties, shall be screened by eight-foot(8') masonry, stone, or pre-cast, decorative fencing. b. No fence shall be located in the front yard of any building. 719115.8 H-18 IX. Landscaping —The guidelines in this section illustrate key elements and design strategies for landscaping all areas of the Technology Park. Landscape plantings should complement the architectural style of the buildings. The landscapes of buildings should be designed using simple forms and aesthetic combinations of plant material in rich, vertical layers. The use of native plants is highly recommended to anchor the building in its native context. All landscaped areas along Higgins Road, Oakton Street, the Boulevard and the front entrances of each building shall be irrigated. A. Entryway features—The two (2) site entries off Higgins Road (IL-72) will be flanked with water treatments that will serve as the gateway into the Technology Park. t - � m4 Rendering of proposed frontage design from Developer. B. Water Features — The Technology Park's water features along the Higgins Road (IL-72) corridor shall contain at least six (6) aerators to serve as fountains. The fountains shall be lit at night. 719115.8 H-19 C. Boulevard —The Technology Park contains a site access point from Stanley Street, as well as a primary access point from Bond Street. All public access roads shall be constructed with landscaped median boulevards. JECORATiJE LG+dTS 1� qY t � "4. —M[JIAV:aN,^SCA^IhG r �-- x d.FKl1A"—.J � �� 3. �� 35 y'0' •dRK JPH CLLAF rr_�AV /.w'CI.LdR LANrs LA`" i. Roadway cross section should be twenty-five feet (25') from back to back of curb roadway in each direction separated by a twelve-foot (12') foot landscaped median. ii. All boulevards shall contain site irrigation; iii. The plantings shall consist of four-inch (4") caliper trees spaced thirty-feet (30') apart. Moreover, the end caps and center points of each boulevard median shall contain flowering plantings. a.' x it 719115.8 H-20 D. Art — Another site element requirement is public art. The Technology Park was designed in such a manner as to stand out from the remainder of the Village's Business Park. Bronze statuary — including twenty-four (24) elk—and other forms of art shall be included within and near the water features in an effort to reinforce the Technology Park's distinctive and high quality design. Rendering of proposed elk statuary as proposed by Developer E. Pavers — The developer has proposed several public plaza areas along the proposed Higgins Road (IL-72) water feature. As proposed, those public plazas shall be designed with a paver system approved by the Village. F. Berms — The Developer shall construct a six-foot (6') berm with a solid screen wall along that portion of the Project's west property line, adjacent to the properties along Wildwood Road residential properties. G. Maintenance — All Technology Park landscaping shall be maintained by the Technology Park Association. This includes all entry features, water features, median treatments, rights-of-way treatments, art, pavers and berms. Any public roadway accepted by Elk Grove Village shall be the responsibility of Elk Grove Village. 719115.8 H-21 X. Signage — The need for clear, effective, and attractive signage can never be understated. There is a desire to create a sense of arrival whether an individual is traveling through or seeking a specific business within the Technology Park. A. Gateway Signage - The Gateway Signs need to convey a message to the visitor that they have arrived at the Elk Grove Technology Park, and they should be placed in locations with the highest visibility either in a landscaped median location or in a plaza corner setting. i. The Gateway Signage shall also serve as an aesthetic entry feature, that shall also serve to distinguish the Technology Park from the rest of the Elk Grove Business Park. ii. All Gateway Signage shall be illuminated. B. Compatible Wayfinding Signage - The Developer shall submit a Wayfinding Signage plan to the Village for review and approval. The Wayfinding Signage plan shall indicate number, location, size and type of signs to be installed by the Developer, along with sign renderings and installation details i. Wayfinding signs are required in a large technology park. While these signs can be placed anywhere in the Technology Park, these locations are prime for providing directions to a visitor. ii. These signs will provide direction to loading areas for key businesses, as well as important public facility locations located at key intersections. iii. Wayfinding signs shall be compatible with the high-end development and be identical for ease of identification. C. Business Identification Signage i. Monument Signage a. A single monument sign is allowed per each building. ScHtrSF b. Any multi-tenant monument sign shall have signage divided equally among the available tenant space. c. Signs shall be constructed in a monument-style base that is at least as wide as the sign face, and composed of a natural masonry finish such as brick or stone matching the principal building. Alternative 7191 15.8 H-22 materials consistent with the principal building may be considered by the Village. d. Such sign shall not exceed fifteen feet(15') in height or fifteen feet (15') in width. e. Such sign shall not exceed 80 square feet per face, excluding architectural elements which do not contain signage. r f. All signs shall be internally illuminated. g. Signs shall be located in a minimum 200 square foot landscape area, excluding the area of the sign, and integrated into the overall site design, including the appropriate use of berming, landscaping, and decorative hardscape on a plan approved by Community Development. ii. Wall-Mounted Signage a. There shall be a limit of one (1) wall mount sign per business. b. The maximum area for any wall-mounted sign shall be limited to 150 square feet. r � 4 c. The maximum height for 0 any wall-mounted sign ' shall be ten feet (10'). d. The minimum height of all wall-mounted signage shall not be less than four feet (4') in height. e. Highlight all wall-mounted signage by using a different facade material. f. Reversed halo lighting and illumination shall be used for all images, logos, and lettering. g. Box signs are prohibited. h. Lettering on all store signs shall be limited to business or trade name on the premises. i. No exterior sign or sign panel will be permitted to extend above any roofl ine. j. No exposed lamps or neon tubing will be permitted. k. No exposed raceways, crossovers or conduits will be permitted. 1. All cabinets, conductors, transformers and other equipment shall be concealed from public areas; visible fasteners will not be permitted. m. No advertising placards, banners, pennants, names, insignia, trademarks, or other descriptive materials shall be affixed or maintained upon any glass 719115.8 H-23 panes and supports from windows and doors, attached to the interior face of glass, or within 4' of the business. n. At no time will hand-lettered, non-professional signs be displayed. iii. Signs Not Permitted —The following types of signs shall not be pennitted: a. Signs such as die cut vinyl or paint. b. Boxed pillow or cabinet type signs where entry back panel is illuminated. c. Formed plastic or injection molded plastic signs. d. Banners or pennants. e. Cloth, paper, cardboard, plywood, and similar stickers or decals around or on surfaces. f. Exposed neon signs. g. Animated, moving, rotating, air filled or flashing. h. Noise making. i. Awning signage. j. Window signs on storefronts or within four feet(4') of the building. X1. Lighting — The primary consideration of project lighting is to provide a safe, functional, and aesthetically pleasing lighting system throughout the Technology Park to reinforce its distinctive and high quality design. Moreover, another objective of lighting is for it to generate the least amount of impact to the surrounding properties. The style should complement the architecture of the site. Black paint, brushed aluminum, or other metallic finish would be the appropriate choice. A variety of lighting is necessary. A. Roadway Lighting i. The roadway lighting shall be mounted on poles at least thirty feet (30 ) in height, but no more , than forty feet 40' in height. ii. The roadway lights shall be LED. ` iii. Black paint finish would be the �f appropriate color choice for Boulevard lighting. ` iv. Boulevard lighting will be operated and maintained by the Technology Park Association. B. Pedestrian Lighting — Throughout the Technology Park, pedestrian scale lighting should be utilized in order to illuminate areas prone to increased pedestrian circulation. 7191 15.8 H-24 C. Site Lighting i. Site lighting poles for the main parking areas shall not exceed twenty-five feet (25') in height measured from the ground surface. Calculation of the pole height shall include the base if a base is used. ii. Parking lot fixtures shall be on a steel pole with a black finish. iii. Parking lot lighting shall be directed toward the lot and not adjacent properties. D. Architectural Lighting — The intent of Architectural Lighting is to provide illumination that complements the character of the Technology Park, providing aesthetic appeal and safety, thereby promoting comfortable, safe pedestrian activity at night. i. Highlighting of significant architectural features, fountains, specimen trees and artwork with accent lighting; ii. Accent lighting of building entries or features is encouraged. iii. Lighting an entire building or major portion thereof is discouraged. iv. Fixtures should be designed and installed in scale and context with the architecture of the building. v. Light sources should complement lighting within the Technology Park. vi. Neon lighting is strictly prohibited. Warm or neutral color tones should be considered desirable when illuminating structures or pedestrian zones. The use of mercury vapor and high-pressure sodium lighting should be avoided. The use of LED fixtures is encouraged. XII. Zoning Restrictions A. Prohibited Uses — This district shall be designed to provide an upscale, high-end industrial character different from other districts within Elk Grove Village so that specific and additional standards and exceptions are hereby set out to govern such district. The intent of this district is to provide flexibility and creativity in design and planning similar to those found in a business park setting with larger buildings, and a campus design promoting circulation of employees and customers throughout the district. Therefore, we summarize the following uses not permitted within the Technology Park: 7191 15.8 H-25 i. Auto/truck repair, service, or sales. This includes uses such as car stereo installations, rim installations, car performance enhancements. ii. Truck Terminals and cross-dock facilities. iii. No more than 80%of the square footage shall be utilized for facilities that have a primary use of freight forwarding/logistics and/or warehousing and distribution. iv. Circuit board/panel manufacturers or similar type uses related to coating, dipping, plating, wire coating that create offensive odors to neighboring properties, etc. v. Chemical manufacturing/processing, with the exception of any manufacturing/processing that is in relation to the food and health care industries. vi. Plastic Molding, with the exception of any manufacturing/processing that is in relation to the food and health care industries. vii. Any primary use dealing with large quantities of hazardous materials or chemicals, with the exception of any manufacturing/processing that is in relation to the food and health care industries. viii. Recycling or refuse processing/storage ix. Veterinary facilities x. Residential rental services xi. Residential moving operations xii. Residential storage facilities xiii. Recreational or entertainment services xiv. Active sports related facilities (e.g. basketball/volleyball courts, baseball/softball training, weightlifting gyms, ice skating rinks) xv. Banking or financial services xvi. Landscaping contractors xvii. Storage and/or manufacturing of ammunition xviii. Meeting halls xix. Medical clinics 719115.8 H-26 xx. Schools (with the exception of technical schools) xxi. Any and all tax exempt users xxii. The rental of parking spaces for trucks, trailers, or any other vehicle is strictly prohibited. xxiii. Permanent parking spaces for tractors and trailers is strictly prohibited. XIII. Deviations — Any deviations from the provisions or requirements of these Design Guidelines may be requested in writing to the Village by the Developer, or any successor in interest, and may be approved, in writing, by the Mayor and Village Board of Trustees. 719115.8 H-27 EXHIBIT I DECLARATION AND COVENANTS PREPARED BY, RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Brennan Investment Group 9450 West Bryn Mawr, Suite 750 Rosemont, Illinois 60018 Attention: Frank Tebbe Property: PINS: (Space Above Line for Recorder's Use) DECLARATION OF COVENANTS CONDITIONS AND RESTRICTIONS FOR ELK GROVE TECHNOLOGY PARK THIS Declaration of Covenants, Conditions, and Restrictions for Elk Grove Technology Park (this "Declaration") is executed as of the day of , 2017, by a , whose post office address is c/o Brennan Investment Group, LLC, 9450 W. Bryn Mawr, Suite 750, Rosemont, Illinois 60018 (together with its successors and assigns, "Declarant"). WITNESSETH: WHEREAS, Declarant is the fee simple owner of that certain tract of land (the "Technology Park" or the "Park") described on Exhibit A attached hereto, and as depicted on Exhibit B (the "Site Plan'); WHEREAS, Declarant intends to subdivide the Park at a later date, creating individual lots (each a "Lot", and collectively the "Lots") to be described and depicted in one or more amendments to this Declaration; WHEREAS, the Lots will be contiguous and adjacent to each other, and the Declarant intends to develop and operate each of the Lots in conjunction with each other, containing freestanding buildings and appurtenant parking, driveways, paved areas and landscaping, retention ponds, drainage areas and stormwater drainage systems; and in order to effectuate the common use and operation thereof, the Declarant desires to establish certain covenants and 719233.1 I-1 restrictions, and to grant certain easements, in, to, over, under and across portions of the Park, as part of a general plan for the development of the Park; WHEREAS, Declarant desires to provide for the establishment of a not-for-profit corporation under the provisions of the Illinois Not-For-Profit Business Corporation Act of 1986 set forth in Chapter 805 of the Illinois Compiled Statutes, as the same may be amended from time to time (the "Act"), for the purpose of maintaining and administering the Shared Common Area Improvements, as herein defined, and administering and enforcing the covenants, conditions, restrictions, duties and obligations created and imposed by this Declaration, so as to ensure preservation of the value, desirability and attractiveness of the Park; and NOW THEREFORE, in consideration of the premises, the covenants and restrictions hereinafter set forth herein, the Declarant hereby declares that the Park is and shall be held, transferred, alienated, sold, conveyed, leased, rented, mortgaged, occupied, used and otherwise disposed of subject to the covenants, restrictions, conditions, easements, charges and liens as hereinafter set forth: ARTICLE I DEFINITIONS 1.1 Access Roadways. "Access Roadways" shall mean the private, common access drives and any sidewalks along those private access drives, as depicted on the Site Plan. Declarant reserves the right, from time to time and without the consent or joinder of any Owner, to: (x) change the location or configuration of, and curb cuts to, and add curb cuts to, the Access Roadways; and (y) designate more portions of the Park as a part of the Access Roadways. 1.2 Act. "Act" shall have the meaning set forth in the fourth "WHEREAS" clause set forth on page one of this Declaration. 1.3 Association. "Association" shall mean an Illinois not-for-profit corporation to be known as the Elk Grove Technology Park Owners' Association, or by such other name as may be available or selected by Declarant at the time of incorporation, formed for the purpose of maintaining the Shared Common Area Improvements and for such other purposes as are hereinafter set forth. The Association shall be the successor Declarant, as set forth in Sections 1.6 and 6.1 of this Declaration, at which time all references to "Declarant" in this Declaration shall mean and refer to the Association. 1.4 Building Area. "Building Area" shall mean all those areas on the Park shown as Building Area on the Site Plan. The Building Area consists of the limited areas within which buildings (including canopies, supports, truck docks, courts, bays and/or receiving docks, truck ramps and other outward extensions, pilasters and overhangs, footings projecting outside of the building envelope but comprising a part of a building) may be constructed from time to time, subject to the terms of this Declaration. Subject to Declarant's prior written approval, in its sole discretion and pursuant to Section 3.5 of this Declaration, and subject to compliance with Governmental Requirements, buildings may, from time to time, be constructed, or modified within the Building Area of the Lots so long as: (i) the aggregate size of the Building Area on the 719115.8 1-2 affected Lot is not increased beyond that permitted under Governmental Requirements and this Declaration; (ii)the number of parking spaces within the affected Lot are not less than that required by this Declaration and Governmental Requirements; and (iii) there is no modification or relocation of, or impairment of access (including connection points) to or use of, (a) the Access Roadways or its connections to any off-site roadways, (b) the location of the Nature Trail, or (c) the location and size of the curb cuts from the Lots to the Access Roadway, all as illustrated on the Site Plan, or (d) any Utility Corridor (as hereafter defined), including any Drainage Easement Area, and/or Stormwater Drainage System. 1.5 Common Area. "Common Area" shall mean all areas located on the Park which are outside the boundaries of the Building Area, and including the Access Roadways and Nature Trail. 1.6 Declarant. "Declarant" shall mean and its successors and assigns. In the absence of a written document, recorded in the Recording Office, under which (or a successor or assignee) expressly assigns to a successor or assignee some or all of the rights of Declarant hereunder, upon which occurrence shall be released from all of its obligations as Declarant under this Declaration, upon no longer owning any direct or indirect interest in any portion of the Park, the Association shall be automatically deemed the successor Declarant, at which time will be immediately released from all of its obligations under the Declaration as the Declarant. Except as provided in the immediately preceding sentence, no successor or assignee to or of Declarant shall be deemed a successor Declarant under this Declaration in the absence of a written document, recorded in the Recording Office, under which Declarant (or a successor or assignee) expressly assigns to the successor or assignee some or all of the rights and duties of Declarant hereunder. 1.7 Drainage Easement Area. "Drainage Easement Area" shall mean each of the areas illustrated in the Site Plan for the Stormwater Drainage System. 1.8 Governmental Authority. "Governmental Authority" shall mean any federal, state, county, city, or local governmental or quasi-governmental authority, entity, or body (or any departmental agency thereof) having jurisdiction over the Park, including the Village. 1.9 Governmental Requirements. "Governmental Requirements" shall mean all applicable laws, statutes, ordinances, codes, rules, regulations, orders, and applicable judicial decisions or decrees, as presently existing and hereafter amended, of any Governmental Authority. 1.10 Member. "Member" shall mean every Person holding membership in the Association. 1.11 Monument Signs. "Monument Signs" shall mean the two freestanding monument signs in the Park, as depicted on the Site Plan. 1.12 Nature Trail. "Nature Trail" shall mean the walking trail and bicycle path, and related public parking and gathering spaces, all as depicted on the Site Plan. 7191 15.8 I-3 1.13 Owner. "Owner" shall mean the record holder of fee simple title to a Lot in the Park, its heirs, personal representatives, successors and assigns. Declarant shall be the initial Owner of the Park, in its entirety. 1.14 Permittee. "Permittee" shall mean the Declarant, Owners, all Tenants and the officers, directors, employees, managers, agents, contractors, customers, vendors, guests, suppliers, visitors, invitees, licensees, subtenants, and concessionaires of the Declarant, Owners and Tenants, insofar as their activities relate to the intended use of any one or more of the Building Areas within the Park (provided, such limitation shall not apply to Declarant and its Permittees). 1.15 Person. "Person" shall mean any individual, partnership, firm, association, corporation, trust, limited liability company or any other form of business or government entity. 1.16 Recording Office. "Recording Office" shall be the office of the Clerk of Circuit Court of Cook County, Illinois, where deeds, mortgages, liens or other filings with respect to the Park are properly accepted for filing. 1.17 Retention Ponds. "Retention Ponds" shall mean the retention and detention ponds and wetland areas depicted on the Site Plan, which are part of the Stormwater Drainage System. 1.18 Right-of-Way Improvements. "Right-of-Way Improvements" shall mean and be strictly limited to the public right-of-way boulevard (i) median art work, landscaping and all related irrigation systems, (ii) parkways, and (iii) the streetlights. 1.19 Service Areas. "Service Areas" shall mean the sidewalks attached to and/or adjoining a building, trash compactors and enclosures, exterior lighting attached to a building, loading docks, electrical facilities and transformers, truck ramps and other similar exclusive service facilities and outward extensions, whether or not described, labeled or depicted as such on the Site Plan. The Service Areas are the exclusive property of the Owner of the applicable Lot and not part of Common Area 1.20 Shared Common Area Improvements. "Shared Common Area Improvements" shall have the meaning set forth in Section 4.2 (C) of this Declaration. 1.21 Site Plan. "Site Plan" shall have the meaning set forth in the first "WHEREAS" clause set forth on page one of this Declaration, as same may from time to time be amended and/or modified by the Declarant in its sole discretion. 1.22 Stormwater Drainage System. "Stormwater Drainage System" shall mean the facilities and systems for drainage and storage of surface water, including any underground lines or pipes, storm drains, manholes, pumping stations, headwalls or similar conduits, lines and facilities, related permits, licenses, and approvals, and the Retention Ponds, serving any portion of the Park. 719115.8 I-4 1.23 Tenant. "Tenant" shall mean any Person from time to time entitled to the use and occupancy of any portion of a building in the Park under any lease, sublease, license, concession, or other similar agreement with an Owner or Tenant of an Owner. 1.24 Utility Corridor. "Utility Corridor" shall mean each of the areas (if any) illustrated in the Site Plan for Utility Lines. The Drainage Easement Area shall be included in the Utility Corridor. 1.25 Utility Lines. "Utility Lines" shall mean those facilities and systems for the transmission of utility services, sanitary sewers and waste, Stormwater Drainage System, water lines and mains (fire and domestic), gas pipes and systems, electrical power conduit, lines, and facilities, telephone and cable conduit, lines, wires, and facilities, communication lines and facilities, inclusive of cable television, and other public and/or quasi- public utilities. "Common Utility Lines" shall mean those Utility Lines which are installed to provide the applicable service to more than one Lot, and for avoidance of doubt shall include the Stormwater Drainage System. "Separate Utility Lines" shall mean those Utility Lines which are installed to provide the applicable service solely to a single Lot. For the purpose of this Declaration, the portion of a Utility Line extending between a Common Utility Line and a single building shall be considered a Separate Utility Line. Utility Lines installed pursuant to this Declaration shall only provide service necessary for the development or operation of the Park and for no other property. 1.26 Villa e. "Village" shall mean Elk Grove Village, in the County of Cook, State of Illinois. ARTICLE II EASEMENTS 2.1 In reg ss Egress- No Cross-Parking. (A) Each Owner of a Lot, the Declarant, and its Permittees shall have a perpetual non-exclusive easement for the passage (but not parking) of passenger, service, transportation and delivery vehicles, and pedestrian traffic, over and across: (i) the Access Roadways, including the sidewalks which may be constructed along the Access Roadways; and (ii) those portions of the Common Areas within the Lots from time to time used as the driveway and sidewalk areas of the Lots necessary for ingress and egress to the Access Roadway, as the same may from time to time be constructed, repaired, altered and maintained for such use in accordance with the terms of this Declaration. This easement does not grant to the Owners or Permittees of Lots the right to park vehicles on any Lot other than its own Lot (or, as to a Permittee, the Owner's Lot which is the subject of Permittee's visit or use or tenancy). However, while an Owner may take reasonable steps to enforce the restrictions against the parking by other Owners or their Permittees of vehicles on its Lot, such enforcement shall not include a right to erect a fence, barrier or other structure (including curbing or landscaping) as prohibited by Section 2.1 (B) below. (B) The foregoing easement rights shall be subject to the following reservations as well as other provisions contained in this Declaration: 719115.8 1-5 (i) Except for situations specifically provided for in the following subparagraphs, or unless otherwise approved by Declarant (which approval may be given or denied in Declarant's sole discretion), no fence, barrier or other structure (including curbing or landscaping) which would prevent or obstruct the passage of pedestrian or vehicular travel for the purposes herein permitted shall be erected or permitted within or across the ingress and egress easement areas; provided, however, that the foregoing provision shall not prohibit the installation of convenience facilities (such as directional signs, mailboxes, public telephones, benches, trash deposit enclosures and containers, and transformers), or landscaping, berms or planters, so long as the foregoing do not unreasonably interfere with the intended ingress and egress of pedestrians and vehicles, nor of limited curbing and other forms of traffic controls approved by Declarant. (ii) An Owner shall have the right to close off its portion of the Common Area of its Lot for such reasonable period of time as may be legally necessary in the opinion of such Owner's legal counsel to prevent the acquisition of prescriptive rights by members of the public with respect to its Lot; provided, however, that no portion of the Access Roadways or curb cuts therefrom providing access to the Lots or to public roadways, or the Drainage Easement Area, or the Utility Corridor, shall be closed off except by Declarant. As to any other Common Area, prior to closing off any portion of the Common Area, as herein provided, the Owner thereof shall give at least seven (7) days' prior written notice to all other Owners and the Declarant of its intention to do so, and shall make reasonable efforts to coordinate such closing with the other Owners and the Declarant so that no unreasonable interference in the passage of pedestrians or vehicles shall occur. 2.2 Utilities. (A) Each Owner of a Lot, the Declarant, and its Permittees shall have a perpetual non-exclusive easement in, to, under, along and across (if beneath the ground) Utility Corridors, including the Drainage Easement Area for the Stormwater Drainage System, upon the Park, for the installation, operation, flow, passage, use, maintenance, connection, repair, relocation, and removal of Utility Lines serving any or all of the Lots, together with the right of ingress and egress upon the Lots for installation, maintenance and repair thereof. (B) An Owner shall have the right, at its own expense, at any time, to relocate a Utility Line on its Lot upon thirty (30) days' prior written notice (except in the case of Declarant) to the Owners of any other Lots affected thereby and upon Declarant's prior written approval pursuant to Section 3.5 of this Declaration, provided that such relocation: (i) shall not interrupt or interfere with or diminish the utility services of any other Owner whose Lot is served by the utility line being relocated; (ii) shall be performed without cost or expense to any other Owner whose Lot is served by the utility line being relocated; (iii) shall have been approved by the utility company and the appropriate governmental or quasi-governmental agencies having jurisdiction thereover; and 719115.8 1-6 (iv) shall cause the relocated utility line to be located only within the Utility Corridor. (C) No private Utility Lines are permitted to be installed within public utility easements without the consent of the appropriate Governmental Authority. All construction, alteration, and repair work to any Utility Line shall be accomplished in an expeditious manner, in compliance with all Governmental Requirements, including permits, approvals and licenses of Governmental Authorities having jurisdiction. Subject to obtaining Declarant's prior written consent pursuant to Section 3.5 hereof, the Owner undertaking such work and shall give any affected Owner written notice a minimum of seventy-two (72) hours' notice prior to commencing such work and shall take all reasonably necessary measures to minimize any disruption or inconvenience caused by such work. Such work shall be accomplished in such a manner as to minimize any damage or adverse effect which might be caused by such work to the other Lots. If such work requires excavation of the Utility Corridor in the portion of any pavement or parking area, or within any of the Access Roadways, the Owner causing such work to be done shall use all reasonable efforts to cause such excavation to commence and be completed during hours when the businesses on the affected Lots are not open for business and, in any event, shall provide suitable alternative ingress and egress immediately adjacent to the Access Roadways (including sidewalks) if it is not practical to keep at least one lane of the Access Roadways road open during the work. Any excavation of the Access Roadways shall be properly backfilled within twenty-four (24) hours, if reasonably practical. The Owner undertaking such work shall repair at its own cost and expense any and all damage caused by such work and, upon completion of such work, shall promptly restore the affected portion of the Lot upon which such work is performed to a condition which is equal to or better than the condition which existed prior to the beginning of such work. In addition, the Owner undertaking such work shall promptly pay all costs and expenses associated therewith and shall defend, protect, indemnify and hold the other Owners and Declarant harmless from and against all liens, claims of lien, injuries, damages, losses, or other claims, costs, losses, expenses and liabilities of any kind related thereto, including reasonable attorney's fees actually incurred at trial and appellate levels, attributable to the performance or non-performance of such work. (D) Any Owner electing to install or relocate a Separate Utility Line shall obtain Declarant's prior written approval pursuant to Section 3.5 of this Declaration and obtain all necessary permits and governmental approvals, and shall pay all costs and expenses with respect to the initial construction and all subsequent maintenance, relocation, or abandonment of the Separate Utility Line. The Separate Utility Line shall be maintained by the Owner in a safe, clean condition and in a good state of repair, and shall not adversely affect or disrupt the utilities being provided under the Common Utility Line or other Owner's Separate Utility Line. The Owner of any Separate Utility Line shall perform such work in compliance with all Governmental Requirements, as quickly as possible and after normal business hours whenever possible. The Owner of any Separate Utility Line shall defend, protect, indemnify, and hold harmless the other Owners and Declarant from and against all liens, claims of lien, injuries, damages, losses, or other claims, costs, losses, expenses and liabilities of any kind related thereto, including reasonable attorney's fees actually incurred at trial and appellate levels, arising out of or resulting from the exercise of the right to install, maintain, and operate the Separate Utility Line. 719115.8 1-7 2.3 Storm Water System and Sanitary Sewer. (A) Flow of Water. Each Owner of a Lot, the Declarant, and its Permittees shall have perpetual non-exclusive easements on, over, upon, across, under and through any portion of a Lot which is not a Building Area, and over such areas as may be designated on the Site Plan, as reasonably necessary for surface water run-off and for the construction, installation, use, maintenance and repair of any underground Stormwater Drainage System (including Retention Ponds) to receive surface water from the benefitted Lot and conduct such water over each Lot as necessary to a discharge area. No Owner shall construct buildings, structures or improvements on, under or within the Drainage Easement Area, including over the Retention Ponds without Declarant's prior written approval pursuant to Section 3.5 of this Declaration, and subject to Governmental Requirements and approvals, not to be unreasonably withheld, conditioned, or delayed. (B) Right to Relocate. No Owner shall have the right to relocate any drainage facilities which burden its respective Lot without Declarant's prior written approval pursuant to Section 3.5 of this Declaration, and subject to Governmental Requirements and approvals, not to be unreasonably withheld, conditioned, or delayed. (C) Storm Water System. Commonly-used storm water lines within a Lot shall be maintained, repaired and replaced by Declarant, and the cost of maintenance, repair and replacement shall be shared by the Owners pursuant to Section 4.2 (C) this Declaration; other storm water lines within a Lot shall be maintained, repaired and replaced by the Owner thereof. No Owner shall have the right to relocate any such pipes and facilities which burden its respective Lot without Declarant's prior written approval pursuant to Section 3.5 of this Declaration, and subject to Governmental Requirements and approvals, not to be unreasonably withheld, conditioned, or delayed. 2.4 Easements for Declarant's Use of the Park. Declarant and its successors and assigns shall have a perpetual non-exclusive easement for the passage and activities for in, on, over, upon, across, under and through any portion of any Lot as may be necessary for Declarant, its successors and assigns, to install, use, maintain and repair any portion of the Shared Common Area Improvements (defined below) and otherwise perform its duties and obligations under this Declaration. 2.5 Village Rights. An irrevocable easement is hereby granted to the Village and police, fire, water, public works, engineering, building, development, health and other authorized officials, employees and vehicles of the Village, to go upon the Shared Common Area Improvements and any dedicated easements in the Park serving the Shared Common Area Improvements at any time and from time to time for the purpose of performance of official duties, emergency services, and for the purpose of enforcing Village ordinances, rules and regulations. In addition, duly designated officials and employees of the Village are hereby granted an easement to enter upon the Shared Common Area Improvements and any dedicated easements serving the Shared Common Area Improvements for the purposes of maintaining and repairing, except as otherwise provided hereunder, the Utility Lines. Said easement rights shall be exercised only to the extent and for such period of time as is required to accomplish said maintenance or repair. Except in the event of an emergency, the Village shall serve written 719115.8 1-8 notice ("Work Notice") upon the Declarant ("Non-Performing Party") setting forth with particularity the specific manner in which the Non-Performing Party has failed to comply with its material obligations under this Declaration. Said Work Notice shall include a demand that such deficiency be cured within thirty (30) days from the date such Work Notice is received (or, if such deficiency cannot reasonably be cured within said thirty day period, such additional time as may be reasonably necessary to cure such deficiency). If such delinquency has not been cured within said thirty (30) days or any additional time or extension thereof granted by the Village, the Village may exercise its easement rights under this Declaration by performing such maintenance or repair that, in the Village's reasonable opinion, the Non-Performing Party has failed to perform. The Non-Performing Party shall reimburse the Village for all reasonable expenses, including administrative costs, incurred by it in performing such reasonable maintenance or repair. If the Non-Performing Party does not reimburse the Village in full for all such expenses within thirty (30) days after receipt of a bill detailing such expenses, then the portion of the cost of such maintenance or repair not so reimbursed shall be assessed in equal shares against all of the Lots and shall become a lien upon such Lots, which lien shall be, in all respects, subject and subordinate and junior to any prior mortgage recorded against all or any portion of such Lots. The Village shall be under no obligation to exercise the rights herein granted except as it shall determine to be in its best interest. No failure to exercise any right herein granted to the Village shall be construed as a waiver of that or any other rights. The Village (as concerning its rights hereunder) shall have the right to enforce by any proceeding at law or in equity, the restrictions, easements, conditions, covenants, reservations, rights, liens and charges now or hereafter imposed by the provisions of this Section 2.5. 2.6 Restriction. No Owner, other than Declarant, shall grant any easement for the purpose set forth in this Article for the benefit of any property not within the Park; provided, however, that the foregoing shall not prohibit the granting or dedicating of utility, sanitary sewer and drainage easements, or fee title for such purposes, by an Owner on its Lot to governmental or quasi-governmental authorities or to public utilities which solely burdens such Owner's Lot pursuant to Section 2.2 (D). 2.7 Subdivision of Lots. In the event any portion of the Park is subdivided into separate Lots, then each such Lot shall enjoy and be subject to the benefits and burdens of the easements and all other terms and conditions of this Declaration, and the fee simple owner of such Lot shall be an Owner for the purposes of this Declaration. 2.8 Nature of Easements. For purposes of the easements granted in this Article, the Lot benefitted by each easement constitutes the dominant estate and the Lot encumbered by each easement constitutes the servient estate. Each easement granted in this Article is appurtenant to and for the benefit of the Lot owned by the grantee of the easement and shall run with title to each Lot. No easement may be transferred, assigned or encumbered except as an appurtenance to the benefitted Lot. 719115.8 I-9 ARTICLE III CONSTRUCTION 3.1 General Requirements. (A) Any construction, alteration, repair, or maintenance performed on any Lot shall be performed in a good and workmanlike manner, in accordance with any applicable approved plans and specifications and all applicable Governmental Requirements. Once commenced, such work shall be diligently pursued to completion and shall be completed within a reasonable time. Any repairs or maintenance shall be performed with materials at least equal in quality to the original. Upon completion of such work, if applicable, the area affected by such work shall promptly be restored, as nearly as possible, to its condition prior to such work subject to and in accordance with the terms of this Declaration. (B) No construction or other activities of an Owner shall: (i) unreasonably interfere with the use, occupancy or enjoyment of any part of the remainder of the Park by any other Owner or its Permittees; or (ii) cause any other Owner to be in violation of any Governmental Requirements applicable to any portion of the Park. (C) Each Owner shall defend, indemnify and hold harmless the other Owners and Declarant from all claims, actions, demands, causes of action, losses and proceedings and costs incurred in connection therewith (including reasonable attorneys' fees actually incurred and costs of suit at trial and appellate levels) resulting from any accident, act, omission, cost, expense, injury or loss or damage whatsoever occurring to any Person or to the property of any Person arising out of or resulting from the performance of any construction activities performed or authorized by such indemnifying Owner or by, through or under such Owner. 3.2 Non-Interference with Ingress/Egress. Except as otherwise expressly provided herein, unless otherwise approved by Declarant (which approval may be given or denied in Declarant's sole discretion), no hedge, fence, wall or other barrier may be placed, installed or constructed on any portion of the Park if such barrier would block or otherwise interfere with or impede the ingress and egress intended to be available under this Declaration between that Lot and any other Lot. 3.3 Building Improvement. If an area is at one point in time occupied by a building, upon obtaining Declarant's prior written approval (which approval may be given or denied in Declarant's sole discretion) such building may be subsequently razed, and until replaced, the area shall thereafter be paved or landscaped or grassed and seeded and maintained as though it were a part of the Common Area, but at the sole expense of the Owner thereof. No building shall be razed without first obtaining the necessary governmental approvals, not to be unreasonably withheld, conditioned, or delayed. 3.4 Temporary Encroachments. Each Owner agrees that during the construction of improvements comprising the Park, certain minor and temporary encroachments on the Lots may 719115.8 I-10 occur due to the use of equipment in connection with construction work, and that these temporary encroachments shall be permitted on the Lots only for a reasonably limited time and only to the extent reasonably necessary for the construction involved, and in no event shall these temporary encroachments materially interfere with, obstruct, or delay the use or enjoyment of any other Owner's Lot or the operations conducted thereon. 3.5 Approval of Site Plan Signage and Exterior Elevation Plans for Improvements and Lots. (A) Prior to any expansion, reconstruction, replacement or modification of any building or Utility Line in, on or under a Lot, the Lot Owner shall deliver to the Declarant or its designated representative: (i) four (4) complete sets of its schematic site and other plans showing all proposed improvements including, without limitation, a utility plan showing the location of all intended utility lines, facilities and improvements to the Lot, the parking areas (including a parking stall count), automobile ingress and egress, curb cuts and traffic flow, signalization and signage to and within the Lot, architectural and engineering plans, landscaping drawings, grading and drainage plans, floor plans and plans and specifications for site lighting and signage, which plans, drawings and specifications shall show, among other things, exterior architectural design and decor, color elevations, aesthetic treatment and other like pertinent data, and shall outline specifications for all such facilities and improvements to the Lot, and (ii) a report prepared by a civil engineer and/or an architect approved by the Declarant at Lot Owner's sole cost and expense which shall, among other things, include an impact analysis to reflect whether any construction, improvements or Utility Lines to be performed, built, installed and located on the Lot will adversely affect any other Lot or the Park including, without limitation, all Utility Lines and improvements located thereon, provided that such report shall only be required with respect to any construction affecting the grading or drainage of the Lot or any utility lines located on or serving the Lot (all of the foregoing are, collectively, the "Site Plan and Building Plans"). Before any action requiring the Declarant's approval is commenced, sufficient information shall be sent to the Declarant to enable it to make a decision as to the proposal, together with a review fee equal to Five Hundred Dollars ($500.00) to cover such Declarant's costs incurred in reviewing the proposal. (B) Declarant's approval of the Site Plan and Building Plans shall be given or denied in its sole discretion. Declarant's right to approve the matters described in this Section 3.5 shall control over any conflicting or inconsistent provisions of Section 1.6 above. (C) Within twenty (20) business days after receipt of the Site Plan and Building Plans and such additional information as may be requested by Declarant in order to evaluate and comment on same, the Declarant shall notify the Owner submitting the Site Plan and Building Plans of its approval or disapproval of same. Such notice shall, if the Site Plan and Building Plans are not approved, specify the general reasons for disapproval. The Owner submitting the Site Plan and Building Plans shall revise same to correct the reasons stated for disapproval and re-submit them to Declarant. Declarant shall thereafter have ten (10) business days upon Declarant's receipt of the revised Site Plan and Building Plans in which to make any further objections to same. If Declarant has no further objections to the revised Site Plan and Building Plans, Declarant shall approve the Site Plan and Building Plans. If the Site Plan and 719115.8 I-11 Building Plans are again disapproved, the Owner submitting the Site Plan and Building Plans shall continue to follow the procedures set forth in this Section 3.5 (C) until approved. (D) Declarant's failure, or election not, to approve or disapprove the Site Plan and Building Plans shall be deemed a disapproval of the Site Plan and Building Plans so submitted. (E) Neither Declarant nor any of its officers, directors, managers, members, employees, agents or attorneys shall be liable to any Owner or other Person for any mistake in judgment or failure to point out or correct deficiencies in any Site Plan and Building Plans of an Owner, or for any malfeasance or non-feasance in connection with the approval or disapproval of any Site Plan and Building Plans. No Owner shall be deemed to be relying upon Declarant to review any Site Plan and Building Plans for any purpose, nor shall any Owner or other Person have the right to seek damages from Declarant arising out of Declarant's approval or disapproval of any Site Plan and Building Plans hereunder. No approval by Declarant of Site Plan and Building Plans shall be considered an approval from an engineering perspective or a determination that they satisfy or comply with any building, environmental, engineering design standards, or Governmental Requirements, or that any such improvements have been built in accordance with such Site Plan and Building Plans. ARTICLE IV MAINTENANCE AND REPAIR 4.1 Utilities. (A) Declarant (or its designee) shall maintain, at the cost and expense of the Owners of the Lots as provided herein, in good condition and repair, all Common Utility Lines located on or within the Common Area of a Lot which are installed by Declarant, unless the same are dedicated to and accepted by a public or quasi-public utility or authority. The cost of maintenance and repair of all Common Utility Lines shall be a part of the Shared Common Area Improvements expenses pursuant to Section 4.2 (C) herein. (B) The Owner of each Lot shall maintain and repair, at its sole cost, any Separate Utility Lines located on its Lot serving only such Owner's Lot, which have been installed pursuant to the utility easements which have been established pursuant to Section 2.2, unless the same are granted or dedicated to and accepted by a utility or a governmental agency acceptable to the Owner which agrees to maintain and replace the same. Any Owner's maintenance and repair of non-dedicated utilities located on its Lot shall be performed in a lien- free manner following not less than seventy-two (72) hours' notice to the Declarant and to any other Owner affected thereby (except in an emergency, the work may be immediately initiated, provided notice is given as soon as reasonably possible) and shall be done after normal business hours whenever reasonably possible without materially increasing the cost or expense and shall otherwise be performed in such a manner as to cause as little disturbance in the use of the Lots of the other Owners as is practicable under the circumstances. 719115.8 1-12 4.2 Common Area. (A) Subject to the Shared Common Area Improvements to be maintained and repaired by Declarant or its successors and assigns pursuant to Section 4.2 (C) below, each Owner shall, at the cost and expense of such Owner, maintain the Common Area located on such Owner's Lot, at all times in a good and clean condition and repair and to a level comparable to the standard of maintenance generally maintained in other comparable first class technology parks of similar size, in the Chicago metropolitan area, said maintenance to include, without limitation, the following: (i) Maintaining, repairing and resurfacing, when necessary, all paved surfaces (excluding the Access Roadways) in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal or superior in quality, use and durability, and restriping when necessary, to maintain clearly visible parking stall and traffic control lines; (ii) Removing all papers, debris, filth and refuse from the Common Areas and washing or thoroughly sweeping the Common Area to the extent reasonably necessary to keep the Common Areas in a clean and orderly condition, unobstructed, and free from ice and snow (excluding the Access Roadways); (iii) Maintaining, repairing, replacing and keeping in a clean and slightly manner, (i) Service Areas, and (ii) traffic directional signs, markers and lines, and all informational signs such as "Handicapped Parking", in good repair and condition; (iv) Illuminating the drive and parking areas of the Lot and maintain and replace lighting facilities, bulbs and ballasts (excluding the .Access Roadways); (v) Maintaining all landscaped areas (excluding landscaping adjacent to the Access Roadways, Retention Ponds, and the Nature Trail), including the replacement of shrubs and other landscaping as necessary, and maintaining any automatic sprinkler system serving such landscaped areas (excluding irrigation facilities serving the Access Roadways, Retention Ponds, and Nature Trail); (vi) Cleaning, sweeping, maintaining and repairing all sidewalks (excluding those adjacent to the Access Roadways and the Nature Trail), and keeping such sidewalks free of ice and snow; and (vii) Supervising traffic at entrances and exits to the Lot if necessary as conditions reasonably require in order to maintain a safe and orderly traffic flow that will not interfere with the free flow of traffic on the Park. (viii) All required permits shall be obtained prior to performing any maintenance activities. (B) In the event any of the Common Area is damaged or destroyed by any cause other than normal wear and tear, whether insured or uninsured, during the term of this Declaration, the Owner upon whose Lot such Common Area is located shall, with reasonable 719115.8 I-13 dispatch, repair or restore such Common Area to substantially its previous condition at its sole cost and expense with all due diligence; provided, however, Owner's failure to obtain any insurance proceeds shall not absolve Owner's obligation to repair and restore the damaged or destroyed Common Areas. The Owner of a Lot which is the subject of damage or destruction shall promptly remove debris therefrom and ensure the safety of all using the drives and Access Roadways therein. Notwithstanding anything to the contrary, in the event such damage or destruction of the Common Area is caused in whole or in part by another Owner or third Person, the Owner of the Lot shall be obligated to make such repair or restoration, and reserves and retains the right to proceed against such other Owner or third person for indemnity, contribution or damages and all other rights at law or in equity. (C) Notwithstanding the foregoing provisions of this Section 4.2, the Declarant declares that the following items (collectively, the "Shared Common Area Improvements") will benefit and be available for use in common by all Owners of all Lots, and thus, Declarant will maintain, repair and replace (as necessary) the Shared Common Area Improvements at the sole expense of each of the Owners pursuant to each Owner's Proportionate Share (defined in Section 4.2 (D) below), as follows: (i) maintain, repair, resurface, relocate and replace (when necessary) the Access Roadways (including the sidewalks along the Access Roadways) to keep the same in a smooth and evenly covered condition, free from ice and snow, and periodically sweep and clean and re-stripe the same, including removing papers, debris and refuse from the Access Roadways (including the sidewalks along the Access Roadways) to the extent necessary to keep the same in a first-class, clean, and orderly condition; (ii) illuminate the Access Roadways (including the sidewalk along the Access Roadway) if electric service is controlled by a separate electrical meter, and maintain, repair and replace lighting facilities, bulbs and ballasts. To the extent the Access Roadways are not controlled by a separate electrical meter, Declarant shall have the right to determine the allocated cost of providing electric service to the Access Roadways and charge each Owner pursuant its Proportionate Share for the cost of the electric service; (iii) maintain, repair and replace (when necessary) the Right-of-Way Improvements; (iv) maintain, repair, relocate and replace (when necessary) the landscaping and irrigation system and all components, equipment, lines and machinery along the Access Roadways; (v) maintain, repair, and replace the Nature Trail; (vi) maintain, repair, relocate and replace (when necessary) the Stormwater Drainage System, including the Retention Ponds and wetlands, and the landscaping and irrigation components, equipment, lines and machinery contained therein and immediately adjacent thereto; (vii) maintain, repair, relocate and replace (when necessary) all Common Utility Lines; 719115.8 I-14 (viii) maintain in place and pay the premium for the commercial general liability insurance required pursuant to Section 5.7 (A) below; (ix) maintain, repair, and replace the Monument Signs; and (x) all required permits shall be obtained prior to performing any maintenance activities. (D) The Declarant may levy assessments against the Owners which shall be used to discharge the costs of Declarant's maintenance and repair obligations for Shared Common Area Improvements, and for such other costs and expenses as are authorized by this Declaration or deemed necessary and appropriate by the Declarant for the general maintenance and welfare of the Park, including, without limitation, discharging the costs incurred by the Declarant in exercising its rights and powers and in performing its obligations hereunder, discharging the costs incurred by the Declarant in enforcing this Declaration, the costs incurred in securing and maintaining any insurance upon the Shared Common Area Improvements and the costs incurred in payment of any real estate taxes or other assessments in connection with the Shared Common Area Improvements. Except as otherwise provided herein, assessments shall be levied upon each Owner no more than once per month and in accordance with the Owner's Proportionate Share, as follows: (i) For purposes of this Declaration, an Owner's Proportionate Share of costs and expenses shall be based upon the ratio of: (i) the acreage of the Owner's Lot or, if Owner owns more than one Lot, the aggregate acreage of all of Owner's Lots, to (ii) the aggregate acreage of all of the Lots comprising the Park, which aggregate acreage of all Lots is acres ("Proportionate Share"). (ii) Declarant shall be paid an administrative fee ("Administrative Fee") for its services hereunder, in an amount equal to fifteen percent (15%) of the aggregate costs expended by Declarant in its maintenance and repair efforts during any particular period of time for which the Administrative Fee is billed. (iii) Nothing herein shall require Declarant to advance its own funds for payment of costs and expenses. Each Owner shall pay the assessment due (including its Proportionate Share of any Administrative Fee) within ten (10) days after receipt of written invoice from Declarant. The Declarant may, at its option, estimate and collect the amount to be due from an Owner in advance for all or a portion of a calendar year and periodically invoice the Owner, in advance, on such basis, and thereafter effect a "true up" within one hundred twenty (120) days after the expiration of each calendar year. Each Owner's Proportionate Share that is not paid within ten (10) days of written invoice from Declarant shall bear interest from the date originally due but not including the date same is paid at the Default Rate (as hereinafter defined). (iv) An Owner who fails to pay an assessment within ten (10) days of written invoice from Declarant shall be deemed a "Defaulting Owner" as defined in Section 7.1 below. Said Defaulting Owner shall be liable to the Declarant for the Default Rate of interest, as set forth in Section 7.1 (C), and for a late payment charge equal to the greater of(a) $200.00 or (b) fifteen percent (15%) of the amount of the unpaid assessments (hereinafter referred to as 719115.8 I-15 "Late Payment Charge"). In addition, the unpaid assessments of each Defaulting Owner, together with any interest thereon as provided herein, shall constitute a lien upon the applicable Owner's Lot, which lien may be foreclosed in the same manner as mechanic's liens in the State of Illinois provided that Declarant or any applicable Owner shall give the applicable Defaulting Owner and its mortgagee(s) with respect to which written notice shall have been given pursuant to Section 7.2 hereof at least thirty (30) days' prior written notice prior to foreclosing said lien. In case such Owner does not pay its Proportionate Share when due under this Section 4.2 (C), Declarant may record notice thereof with the Recording Office and the aforesaid lien shall thereupon arise and be perfected effective as of the date of recording of the lien document, but shall not be foreclosed until after the expiration of the foregoing thirty (30) day period. Promptly after payment of the applicable Owner's Proportionate Share, plus any accrued interest thereon, Declarant shall record a discharge of the notice of lien for same in the Recording Office. 4.3 Building Improvements. (A) Each Owner shall maintain and keep the building improvements located on its Lot in a first-class condition and state of repair (subject to normal wear and tear), in compliance with all Governmental Requirements and in compliance with the provisions of this Declaration. Each Owner shall store all trash and garbage in adequate screened or enclosed containers and arrange for regular removal of such trash or garbage. (B) In the event any of the Building Area is damaged by fire or other casualty (whether insured or not), the Owner upon whose Lot such Building Area is located shall promptly remove the debris resulting from such event and provide a sightly barrier and shall either: (i) commence to and diligently complete repair or restore the Building Area so damaged upon Declarant's prior written approval pursuant to Section 3.5 of this Declaration, or (ii) commence to and diligently complete erection of other building improvements in such location, provided all provisions of this Declaration are complied with, including obtaining Declarant's prior written approval pursuant to Section 3.5 of this Declaration; or (iii) demolish the damaged portion or all of such building improvements and have the area restored to an attractive condition in which event the area shall be Common Area until a replacement building is erected. ARTICLE V OPERATION OF THE PARK 5.1 Uses; Restrictions on Use. (A) Use of Common Area: No Permittee shall be charged a fee for the right to enter or use the Common Area. (B) Employee Parking: Each Owner shall cause its employees and ensure that all Tenants and Pemittees of its Lot park their vehicles only in the parking spaces on such Owner's Lot. 5.2 Reservation of Right to Grant Exclusives. Declarant reserves the right from time to time, without the consent or joinder of any Owner or other Person, and by the recordation of a 719115.8 I-16 supplement to this Declaration, to grant"exclusives" for the benefit of, or to further restrict, Lots then owned, directly or indirectly, by Declarant; provided, however, that such "exclusives" or restrictions shall not be binding upon the Owner of any Lot which is not owned by Declarant at the time the "exclusives"or restrictions are imposed. 5.3 Prohibition Against Specific or Noxious Uses. Unless otherwise approved in writing by Declarant (which approval may be given or denied in Declarant's sole discretion), no portion of the Park shall be used for: (i) any noxious or illegal purpose, or one which presents a nuisance or danger to the health, safety or welfare of the public; (ii) any dumping, incineration or disposal of garbage, including without limitation recycling or refuse processing and/or storage; (iii) any establishment selling or exhibiting pornographic materials or drug-related paraphernalia or being operated as a massage parlor, adult heath studio, adult bookstore, adult entertainment facility or adult theater; (iv) any sleeping quarters; (v) any blood bank, flea market, funeral home, outdoor housing or raising of animals or gambling facility; (vi) the disposal or handling of hazardous or toxic waste materials other than as ancillary to the operation of a business and in accordance with applicable Governmental Requirements; (vii) a gym, health club or movie theater; (viii) any distilling, refining, smelting, agricultural or mining operation; (ix) any mobile home park; trailer court, labor champ,junkyard (except that this prohibition shall not prohibit the use of temporary construction trailers during periods of construction, reconstruction, or maintenance); (x) any truck terminals; (xi) any automobile (or other motor vehicle or boat) dealership, service, or repair shop, including without limitation, automobile stereo installations, rim/wheel installations, or automobile performance enhancement installations; (xii) schools, except technical schools (which shall be a permitted use hereunder); (xiii) veterinary facilities; (xiv) residential rental, moving, or storage facilities or services; (xv) banking or financial service providers; (xvi) landscaping contractors; (xvii) storage and/or manufacturing of arnmunition or explosives, guns or weapons; (xviii) meeting halls; and (xix) medical clinics. 5.4 Li hg tiny. After completion of the Common Area lighting system on its Lot, each Owner shall keep its Lot (including the Access Roadways and any portion thereof not separately metered or otherwise illuminated by Declarant pursuant to Section 4.2 (C) of this Declaration) fully illuminated each day from dusk to at least thirty (30) minutes after the last business operation on its Lot has closed, and to keep any anterior building security lights and the Access Roadways on from dusk until dawn. 5.5 Parkiny. Unless cross-parking easements have been otherwise granted as to any of the Lots under this Declaration , the parking area on each Lot shall contain sufficient self- contained (i.e., on the applicable Lot only), ground level parking spaces, without reliance on parking spaces located on any other portion of the Park, sufficient to comply with at least the minimum parking requirement of applicable Governmental Authority (without variance, except as otherwise expressly provided herein) at all times. 5.6 Suns. (A) If approved by Declarant in its sole discretion pursuant to Section 3.5 hereof, and subject to Village approval (not to be unreasonably withheld, conditioned, or delayed) and in accordance with applicable Governmental Requirements, an Owner may install and maintain, at its sole cost and expense, any of the following signage on Owner's Lot, subject 719115.8 I-17 to the terms of this Declaration: (a) monument signage; (b) directional signage; and/or (c) signs affixed to a building indicating the name of the business located there (collectively, "Project Signs"), located at such location(s) within the Park as may be determined by Declarant (subject to Declarant's right to relocate same to such locations as it may elect, or to have more signs, all without the need for the joinder or consent of any other Owner). The design of the Project Signs shall be as illustrated in a sign plan (the "Project Signs Plan"), as same may be modified by Declarant, in its sole discretion, without the need for the joinder or consent of any Owner. (B) Under no circumstances may any Owner install or erect signage on its Lot which would reduce, impair or affect the signage available on any other Lot. 5.7 Insurance. (A) Declarant shall, for the Shared Common Area Improvements, including the Access Roadways and the Nature Trail, and as a part of the costs expended under Section 4.2 (C) herein, cause to be maintained in full force and effect commercial general liability insurance with a financially responsible insurer, providing limits of not less than One Million and No/100 Dollars ($1,000,000.00) for each occurrence, which limits shall be increased from time to time at the discretion of the Declarant. Subject to underwriter's requirements, each Owner shall be named as an Additional Insured. (B) The insurance described above may be carried under: (i) an individual policy; (ii) a blanket policy or policies which include other liabilities, properties and locations of the Declarant; or (iii) self-insurance pursuant to the provisions of Section 5.6 (E) below. Declarant shall furnish to any Owner or Owner's mortgage lender requesting the same a certificate(s) of insurance evidencing that the insurance described in Section 5.6 (A) is in force and effect. (C) Each Owner or a Tenant of a Lot shall cause to,be maintained in full force and effect, as to such Owner's Lot, commercial general liability insurance with financially responsible insurance companies maintaining an A.M. Best rating of A- or better and authorized to operate in the state in which the Park is located. Such insurance shall provide for occurrence and aggregate coverage limits of not less than Two Million and No/100 Dollars ($2,000,000.00) which limits shall be increased from time to time at the discretion of the Declarant. Additionally, if available, such insurance shall provide that the policy may not be canceled without at least 30 days prior written notice by the insurer to the Declarant. Each Owner and the Declarant shall be included as an Additional Insured and a certificate of insurance evidencing same shall be provided to any party upon request. (D) The insurance described in Section 5.6 (C) above may be carried under: (i) an individual policy; (ii) a blanket policy or policies which includes other liabilities, properties and locations of the Owner; or (iii) self-insurance pursuant to the provisions of Section 5.6 (E) below. Declarant and each Owner (and Owners' mortgage lenders if requested) shall be named as an "additional insured" under such policy. Each Owner shall furnish to any Owner requesting the same a certificate(s) of insurance evidencing that the insurance described in Section 5.6 (C) is in force and effect. The insurance coverages described in Section 5.6 (A) above by Declarant may be included as a part of the coverages provided under this Section 5.6 (D) by Declarant. 719115.8 1-18 (E) The commercial general liability insurance required of the Declarant and an Owner pursuant to this Section 5.6 may be provided by the party via self-insurance. In such event, the applicable Declarant and Owner shall be deemed to have assumed the risks of and shall pay from its assets the costs, expenses, damages, claims, losses, and liabilities relating to injury or death to persons or damage to property, and losses to Owner's property and improvements, if and to the same extent that a third party insurance company would have paid those amounts if the insurance company were insuring those risks under the policies described in this Section 5.6. Notwithstanding anything to the contrary contained in this Declaration, the right to self-insure shall only be applicable if and for so long as the self-insuring Declarant or Owner maintains a "tangible net worth," calculated in accordance with generally accepting accounting principles consistently applied, that shall equal or exceed $50,000,000.00. "Tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any self-insured exposure shall be deemed to be an insured risk under this Declaration to the extent of the insurance required under this Declaration. The beneficiaries of such insurance shall be afforded no less insurance protection than if such self-insured portion was insured as required under this Declaration by an insurance company of the quality and caliber required under this Declaration (including the protection of a legal defense, by attorneys reasonably acceptable to the beneficiaries, and the payment of claims within the same time period that a third party insurance carrier of the quality and caliber otherwise required under this Declaration would have paid such claims). Upon request of the Declarant or an Owner from time to time, the self-insuring Owner shall provide the requesting Owner with a copy of: (i) a certificate of insurance reasonably evidencing the self-insurance coverages in effect and naming such Declarant, and/or Owner, or Owner's mortgage lender as an "additional insured;" and (ii) its most recent audited or other annual report accompanied by a letter from its Chief Financial Officer reasonably evidencing its tangible net worth. 5.8 Taxes and Assessments. Subject to Section 4.2 (C)(x), each Owner shall pay, or cause to be paid prior to delinquency, all taxes and assessments with respect to its Lot. including the buildings and improvements located thereon and any personal property owned or leased by such Owner of a Lot, provided that if the taxes or assessments or any part thereof may be paid in installments, the Owner may pay each such installment as and when the same becomes due and payable. Nothing contained in this subsection shall prevent any Owner from contesting at its own cost and expense any such taxes and assessments with respect to its Lot in any manner such Owner elects, so long as such contest is maintained with reasonable diligence and in good faith and in compliance with Governmental Requirements. The easements granted in this Declaration shall survive the imposition of any tax lien on the individual Lots. In order to evidence compliance with the foregoing, Declarant and any Owner ("Requesting Party") may, from time to time, not more than twice in any calendar year, request in writing that another Owner ("Taxpayer") furnish written evidence that all real property taxes and installments of assessments and special assessments upon the Taxpayer's Lot then due have been paid in full. Upon such request, the Taxpayer shall promptly furnish such evidence to the Requesting Party. If an Owner shall fail to pay any real property taxes or installments of assessments or special assessments ("Taxes") on its Lot before any penalties and statutory interest accrue, such Owner shall be a "Defaulting Owner" and upon thirty (30) days' prior written notice to such Owner, the Declarant and/or any other Owner or Owner's mortgage lender as a "Non-Defaulting 719115.8 I-19 Owner" may pay the Taxes, penalties and statutory interest. In such event, the Defaulting Owner shall, upon demand, reimburse Declarant and or such other Owner for all such Taxes, penalties, and statutory interest, plus interest at the Default Rate. Upon payment of the Taxes by Declarant or such other Owner, Declarant or such other Owner shall have a lien on the Defaulting Owner's Lot which shall have priority based on the date of the recording of a notice thereof in the Recording Office, until such time as such Defaulting Owner pays in full to the Declarant and/or such other Owner the amounts provided for above. The Owners shall cooperate with Declarant so that Declarant may, if it so elects, obtain a separate tax assessment with respect to the Access Roadways, Nature Trail, and/or Retention Ponds. During any period that the Access Roadways, Nature Trail, and Retention Ponds are not separately assessed for real estate tax purposes, if demanded by Declarant the Owners shall pay its Proportionate Share of taxes and assessments attributable to the land affected by these portions of the Shared Common Area Improvements as determined in the manner provided in Section 4.2 (C). 5.9 Liens. In the event any construction or mechanic's lien is filed against the Lot of one Owner as a result of services performed or materials furnished in connection with the construction activities on any other Lot, the Owner of the Lot upon which services were performed or materials furnished giving rise to the lien agrees that, within fifteen (l 5) days of the date such Owner becomes aware of such lien or receives written notice of same, whichever is earlier, it will cause such lien to be released and discharged of record, either by paying the indebtedness which gave rise to such lien or by posting a bond or other security as shall be required by law to obtain such release and discharge. 5.10 General Provisions. (A) The Park and any improvements thereon shall be continuously maintained and repaired so as to at all times be in a first-class condition, free and clear of all debris and accumulation of water. (B) Each Owner shall comply, at its own expense, with all Governmental Requirements and insurance rating bureaus having jurisdiction (including zoning, plat requirements, any other land use requirements, building codes, or construction permits), private restrictions and insurance impositions (collectively, the "Restrictions") that apply to any portion of the Park, including any compliance required by the Americans with Disabilities Act. Each Owner agrees that if, at any time or times any public authorities, enforcer or beneficiary of Restrictions or insurance rating bureaus having jurisdiction should complain that the any improvements constructed within the Park have not been constructed or used in compliance with any Governmental Requirements or insurance rating bureau having jurisdiction and should request compliance, and if failure to comply should in any way affect the use of the building and improvements located in another Owner's Lot for the use intended by such other Owner or its Tenant or other Permittee, or affect any other rights of a Tenant of another Owner under its lease with such other Owner or impose any obligation upon Declarant or another Owner or its Tenant or Permittees, then Declarant (with respect to the Shared Common Area Improvements) or such Owner (with respect to improvements owned by such Owner) shall (subject to the right of contest described above) upon receipt of notice of such complaint cause such repairs, alterations 719115s I-20 or other work to be done or other action taken so as to bring about the compliance requested without interference with any other Owner's or its Tenant's business or rights under its lease (but in all cases subject to Section 3.5 hereof). 5.11 Remedies. If any Owner, Tenant or other Permittee shall violate any of the restrictions set forth in this Article V, then Declarant and the Owner (including Owner's mortgage lender) or any Tenant of the any other Lot (the "Nonviolating Party") shall be entitled to injunctive relief and any other appropriate remedy available at law or in equity or otherwise as such Nonviolating Party may elect. Without limiting the generality of the foregoing, such Nonviolating Party shall be entitled to collect from the violating Person(s) an amount equal to the actual damages incurred by such Nonviolating Party as a result of a violation of the restrictions set forth in this Article V during any period from the date of any such violation until the same shall be cured. Such damages for violation shall include reasonable attorneys' fees, court costs and interest on any amounts advanced by such Nonviolating Party to cure such violation, such interest to be calculated at the Default Rate described in Section 7.1 (C) below. Any remedies conferred upon the Nonviolating Party shall not be exclusive of any other remedy, and each and every remedy shall be cumulative. 5.12 Indemnification and Exculpation of Declarant. The Declarant, or any Person acting on behalf of Declarant, shall not be liable or responsible for any cost or damages incurred by any Owner or any other Person whatsoever, due to any mistakes in judgment, negligence, or any action, omission or inaction of the Declarant or its managers, members, officers, directors, employees or agents, or the related parties or affiliates of any or all of the foregoing in connection with, arising out of or involving Declarant's duties and responsibilities, or the exercise of its rights or remedies, under this Declaration including, but not limited to, the Declarant's duties under Sections 3.5 and 4.2 (C) herein. ARTICLE VI ASSOCIATION 6.1 Incorporation. Declarant shall incorporate the Association under the Act concurrent with Declarant's conveyance of its last remaining Lot in the Park, at which time the Association shall be the "Declarant" under this Declaration. From and after the incorporation of the Association, the Association shall assume all of the obligations or liabilities theretofore undertaken, paid, or incurred by the Declarant, and all references to the "Declarant" in this Declaration shall mean and refer to the Association. 6.2 Membership. Every Owner of a Lot shall be a Member of the Association. Membership shall be appurtenant to, and may not be separate from, the ownership of a Lot. Ownership of a Lot shall be the sole qualification for membership in the Association. Every Owner of a Lot, by acceptance of a deed thereto, covenants and agrees to be a Member of the Association whether or not it shall be so expressed in any deed or other conveyance document. In the event the Owner of a Lot is a land trust, the rights, privileges and benefits of membership in the Association and the duties and obligations associated therewith shall inure to the benefit of and be binding upon the beneficiaries of said land trust. Membership in the Association shall not be transferable in any way except upon the conveyance of a Lot and then only to the successor in 7191 15.8 I-21 title to such Lot. Any attempt to transfer a membership in the Association in violation of the provisions hereof shall be null and void and of no force or effect. 6.3 Powers and Duties of Board of Directors. A board of directors (hereinafter referred to as the "Board") cornposed of three (3) individuals (hereinafter referred to as the "Directors") shall exercise the powers and duties of the Association for the benefit of the Park and the Members and shall pay all costs required or permitted to be paid pursuant to this Declaration from assessments or charges levied in accordance with the terms hereof. The first Board shall consist of such persons the Declarant appoints. Subsequent vacancies in the Board shall be filled by a majority vote of the current Members upon nominations made by remaining Directors. The Board shall meet from time to time as necessary, but in no event shall the Board meet less than once a year. Notice of all meetings of the Board shall be in writing and delivered to each Director personally or by certified mail, return receipt requested, not less than four (4) business days prior to the date of any scheduled meeting. No action of the Board shall be effective or taken except by majority vote of the Directors. 6.4 Voting_Rights. The Association shall have one class of voting membership. The total number of votes of all voting Members shall be one hundred (100) and each Owner shall be entitled to the number of votes equal to said Owner's Proportionate Share, as described by Section 4.2 (D) hereof, applicable to the Lot or Lots owned by such Owner. 6.5 Powers and Duties of Officers. The Board may, at its option, elect from among its members, to serve without compensation for services performed, (i) a President who shall preside over the Board's and the Association's meetings, who shall be the Chief Executive Officer of the Association and who shall be designated to mail and receive all notices and execute all documents as provided herein; (ii) a Secretary who shall keep the minutes of all meetings of the Board and of the Association and who shall, in general, perform all the duties incident to the office of the Secretary, (iii) a Treasurer who shall keep the financial records and books of account, and (iv) such additional officers as the Board shall see fit to elect from among its members. 6.6 Association's Rights and Obli atg ions. The Association shall perform all maintenance obligations of the Declarant as set forth in this Declaration including, without limitation, those set forth in Article IV of this Declaration. 6.7 Additional Powers of Association. The Association, to the extent the Board deems necessary and appropriate to fulfill its duties and obligations pursuant to this Declaration, shall have the power to buy, own, and sell real and personal property, to open bank accounts, to take such action, legal or otherwise, necessary to enforce this Declaration as herein provided, to obtain policies of insurance insuring the Association, its Members, the Board, the Shared Common Area Improvements (including without limitation, the insurance described in Section 5.7 of this Declaration), to contract for legal, accounting and similar professional services, to borrow funds, to employ the services of a manager, to employ employees directly or through the manager, to otherwise do that which it believes necessary to improve, maintain, repair and restore the Shared Common Area Improvements, to protect and defend the Association and the 719115.8 I-22 Park from loss or damage by suit or otherwise and to pay the costs of the foregoing from assessments levied against the Owners. 6.8 Director Officer and Association Member Liability. Neither the Directors nor the officers of the Association shall be personally liable to the Owners or the Association for any mistake of judgment or for any other acts or omissions of any nature whatsoever made, taken or omitted to be taken as such Directors or officers, except in the event of willful misconduct. The Association and its Members shall indemnify and hold harmless the aforesaid Directors and officers, their heirs, agents, personal representatives, successors and assigns from and against all contractual and other liabilities to others arising out of contracts made by, or acts or omissions of, the said Directors and officers on behalf of the Owners or the Association or arising out of their status as Directors or officers and all costs and expenses (including, but not limited to, attorneys' fees, amounts of judgments paid and amounts paid in settlement) actually and reasonably incurred in connection with the defense of any claim, action, suit or proceeding, whether civil, criminal, administrative or other, in which any such Director or officer may be involved by virtue of being or having been such Director or officer; provided, however, that such indemnity shall not be operative with respect to: (i) any matter as to which such person shall have finally been adjudged in such action, suit or proceeding to be liable for malicious, illegal or willful misconduct or fraud in the performance of his duties as such Director or officer; or (ii) any claim for malicious, illegal or willful misconduct or fraud that is settled or compromised, unless, in the opinion of independent counsel selected by or in a manner determined by the Board, there is no reasonable ground for such person being adjudged liable for such malicious, illegal or willful misconduct or fraud in the performance of his duties as such director or officer. 6.9 By-Laws. The Board may adopt by-laws consistent with the provisions of this Declaration (the "By-Laws"). 6.10 Person to Receive Process. The President of the Association is hereby designated to receive service of process in any action which may be brought against the Association. ARTICLE VII MISCELLANEOUS 7.1 Default. (A) If any Owner fails to comply with any provision herein, such Owner shall be deemed to be a "Defaulting Owner" (the "Defaulting Owner"). In such event, Declarant (who shall be deemed a "Non-Defaulting Party") may, upon thirty (30) days' prior written notice to the Defaulting Owner (with a copy to the Declarant and such Owner's mortgagee if the provisions of Section 7.2 hereof have been met), proceed to cure the default (and shall have a license to do so) by the payment of money or performance of some other action for the account of the Defaulting Owner. The foregoing right to cure shall not be exercised if, within the applicable notice period: (i) the Defaulting Party or its mortgagee cures the default; or (ii) if such default cannot reasonably be cured within such thirty (30) day notice period, the Defaulting Owner or its mortgagee begins to cure such default within such time period and diligently 719115.8 I-23 pursues such action to completion. In the event of an emergency, the Non-Defaulting Owner shall give whatever notice to the Defaulting Party as is reasonable under the circumstances. For avoidance of doubt, the foregoing thirty (30) day notice period shall not apply to any Owner's failure to pay any assessment, which failure shall be governed by Section 4.2 (D) of this Declaration. (B) In addition to all other rights and remedies of the Non-Defaulting Party under this Declaration, within thirty (30) days of written demand (including providing copies of invoices reflecting costs)the Defaulting Owner shall reimburse the Non-Defaulting Party for any sum reasonably expended by the Non-Defaulting Party to cure the default, together with interest thereon at the Default Rate. (C) The "Default Rate" shall be the lesser of. (i) five percent(5%) per annum in excess of the "Prime Rate" from time to time publicly announced by the Wall Street Journal (if the Wall Street Journal is no longer in publication, such other comparable national business publication) or(ii) the highest rate permitted by law. 7.2 Notices. All notices, demands, statements, and requests (`Notice") required or permitted to be given under this Declaration must be in writing and shall be deemed to have been properly given or served as of the date the same are received by the recipient from a nationally recognized express or overnight package courier, prepaid, addressed to the address set forth below. In the event an Owner shall encumber its Lot by a first mortgage and Notice of such fact has been given to another Owner, then a copy of any Notice directed to such mortgaging Owner by the Owner receiving Notice of such mortgaging shall also be sent to its first mortgagee. As to Declarant: c/o Brennan Investment Group, LLC 9450 W. Bryn Mawr, Suite 750 Rosemont, Illinois 60018 Attention: Sam Mandarino and Michael W. Brennan With copy to: Greenfield Partners, LLC 2 Post Road West Westport, Connecticut 06880 Attention: Barry Marcus The refusal of an Owner to accept a nationally recognized courier or overnight package delivery service shall be deemed delivery on the date of such refusal. Upon receipt of a written Notice complying with the provisions of this Section 7.2 from a mortgagee having an interest in one of the Lots within the Park, Declarant and each Owner agrees that from and after such date a copy of any Notice given it will sent copies of future Notices to such mortgagee. Such Notice from a mortgagee must clearly state the Lot in which said mortgagee has an interest and the contact information of the mortgagee. 719115.8 I-24 7.3 Condemnation. In the event of a condemnation or a sale in lieu thereof concerning a portion or all of the Park, the award or purchase price paid for such taking shall be paid to the Owner owning such Lot or portion thereof so taken, it being the intent of each other Owner who might have an easement or other property interest or right under this Declaration in the Lot so taken, to release and/or waive such property interest or right with respect to such award or purchase price. If an easement provided hereunder is terminated due to a condemnation or sale in lieu, the Owner over whose Lot the easement previously existed shall use commercially reasonable efforts to replace same, if reasonably possible, with an easement over or under (as applicable) another location. 7.4 BindingEffect. The terms of this Declaration: (i) are made for the direct, mutual and reciprocal benefit of each Lot; (ii) shall constitute and be enforceable as mutual equitable servitude on each Lot in favor of the other Lots; (iii) shall constitute covenants running with the land within the Park; and (iv) shall be binding upon any person or entity acquiring any fee, leasehold or other interest in the Park or any part thereof. The terms of this Declaration shall inure solely to the benefit of, and shall be binding upon any Owner or Tenant of a Lot, provided that the respective Owner or Tenant from time to time of a Lot shall be liable in money damages and subject to the action for specific performance only for breaches of the undertakings contained in this Declaration occurring during their respective periods of ownership or lease of each Lot; provided further that with respect only to breaches of undertakings hereunder which occurred during the ownership of any predecessor-in-title, any successor-in-title to a Lot shall be subject only to an action for specific performance. This Declaration is not intended to supersede, modify, amend, or otherwise change the provisions of any prior instrument affecting the land burdened hereby. 7.5 Singular and Plural; Construction. Whenever required by the contest of this Declaration, the singular shall include the plural, and vice versa, and the masculine shall include the feminine and neuter genders, and vice versa. The use in this Declaration of the words "herein" "hereunder" "hereinabove" "hereinafter" and words of similar import shall be deemed to refer to this entire Declaration, unless expressly stated to the contrary. The use in this Declaration of the words "such as" "include", "including" and words of similar import shall be construed as if followed by the phrase "without limitation" and shall not be deemed to limit the generality of the term or clause to which it has reference, whether or not non-limiting language is used. 7.6 Counterparts and Signatures Pages. This Declaration, and any amendment, may be executed in several counterparts, each of which shall be deemed an original. The signatures to this Declaration may be executed and notarized on separate pages, and when attached to this Declaration shall constitute one complete document. 7.7 Negation of Partnership. None of the terms or provisions of this Declaration shall be deemed to create a partnership between or among the Owners in their respective businesses or otherwise, nor shall it cause them to be considered joint venturers or members of any joint enterprise. Each Owner shall be considered a separate owner, and no Owner shall have the right to act as an agent for another Owner, unless expressly authorized to do so herein or by separate written instrument signed by the Owner to be charged. 719115.8 1-25 7.8 Not a Public Dedication; No Third-Party Beneficiaries. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Park or of any Lot or portion thereof to the general public, or for any public use or purpose whatsoever. Except as herein specifically provided, no right, privileges or immunities of any Owner hereto shall inure to the benefit of any third-party Person, nor shall any third-party Person be deemed to be a beneficiary of any of the provisions contained herein. 7.9 Severability. Invalidation, illegality or unenforceability of any of the provisions contained in this Declaration, or of the application thereof to any Person by judgment or court order shall in no way affect any of the other provisions hereof or the application thereof to any other Person and the same shall remain in full force and effect. 7.10 Amendments. Except for amendments or modifications of this Declaration which do not materially adversely affect the rights of an Owner of a Lot (which changes may be effected by Declarant alone without consent), this Declaration may be amended, modified, supplemented or terminated by, and only by, a written agreement signed by Declarant and all of the then current Owners, and shall be effective only when recorded in the Recording Office. 7.11 Captions and Capitalized Terms. The captions preceding the text of each article and section are included only for convenience of reference. Captions shall be disregarded in the construction and interpretation of this Declaration. Capitalized terms are also selected only for convenience of reference and do not necessarily make any connection to the meaning that might otherwise be attached to such term in a context outside of this Declaration. 7.12 Minimization of Damages. In all situations arising out of this Declaration, all Owners shall use reasonable efforts to attempt to avoid and minimize the damages resulting from the conduct of any other Owner. Each Owner hereto shall take all reasonable measures to effectuate the provisions of this Declaration. 7.13 Declaration Shall Continue Notwithstanding Breach. It is expressly agreed that no breach of this Declaration shall: (i) entitle any Owner to cancel, rescind, or otherwise terminate this Declaration; or (ii) default or render invalid the lien of any mortgage made in good faith and for value as to any part of the Park. However, such limitation shall not affect in any manner any other rights or remedies which an Owner may have hereunder by reason of any such breach. 7.14 Time. Time is of the essence of this Declaration. 7.15 Non-Waiver. The failure of Declarant or any Owner to insist upon strict performance of any of the terms, covenants or conditions hereof shall not be deemed a waiver of any rights or remedies which that Declarant or Owner may have hereunder or at law or equity and shall not be deemed a waiver of any subsequent breach or default in any of such terms, covenants or conditions. 7.16 Interpretation. This Declaration shall be interpreted, construed, and enforced in accordance with the laws of the State of Illinois. 719115,8 I-26 7.17 Perpetual Private Easements. Those private easements designated as being perpetual or as continuing beyond the term of this Declaration shall continue indefinitely but can be extinguished only by a written termination agreement signed by the Declarant and all the then Owners of the Park. Public utility easements cannot be terminated without the written consent of the public utilities and Village through an approved Plat of Vacation of Utility Easements. 7.18 Platting of Lots. In the event Declarant shall elect to plat the Lots or any portions thereof, each Owner of a Lot shall consent to or join in the plat. Each Owner shall have the right to reasonably review and comment on the proposed plat. Each Owner shall review and comment on any plat or other documents submitted by or on behalf of Declarant within ten (10) days after receipt. Each Owner: (i) appoints Declarant as its attorney-in-fact, coupled with an interest, to execute, on behalf of and in the name of each Owner, its lender whose mortgage encumbers such Owner's Lot, and each Owner's successors and assigns, the plat and other documents, instruments and agreements relating thereto; and (ii) agrees if, and to the extent, requested by Declarant, to promptly execute (and use good faith reasonable efforts to cause the Owner's mortgage lender to execute) the plat and the other documents, instruments and agreements relating thereto. 7.19 Estoppels. Declarant and each Owner shall provide to each other Owner, promptly after the other Owner's request, for the benefit of the requesting Owner and its potential purchaser or mortgage or mezzanine lender, an estoppel certificate setting forth (a) that this Declaration is unmodified and in full force and effect, or if modified, identifying such modifications, (b) the status of any payments due from the requesting Owner to Declarant and/or the other Owners under this Declaration, and whether the Declarant or any other Owner holds any liens against the Lot of the requesting Owner pursuant to any provision of this Declaration, and if so, the amounts thereof, (c) whether, to the knowledge of Declarant or the Owner providing such estoppel certificate, the requesting Owner is in default hereunder, and if so, the nature of such default(s), and whether, to the knowledge of Declarant or the Owner providing such estoppel certificate, the other Owner has any set-offs, defenses or counterclaims against enforcement of any obligations which are to be performed by Declarant or the other Owner hereunder, and if so, the nature of same and (d) the then-current address(es) for notices to Declarant and the other Owners for purposes of this Declaration, which estoppel certificate shall be binding upon Declarant and the Owner providing such estoppel certificate. ARTICLE VIII TERM This Declaration shall be effective as of the date first above written and shall continue in full force and effect until 11:59 p.m. on December 31, 2099; provided, however, that the easements referred to in Article II hereof which are specified as being "perpetual" or as "continuing beyond the term of this Declaration" shall continue in force and effect as provided therein. Upon termination of this Declaration, all rights and privileges derived from and all duties and obligations created and imposed by the provisions of this Declaration, except as relates to the easements mentioned above, shall terminate and have no further force or effect; provided, however, that the termination of this Declaration shall not limit or affect any remedy at law or in equity that Declarant or an Owner may have against any other Owner with respect to any liability 719115.8 I-27 or obligation arising or to be performed under this Declaration prior to the date of such termination. [Signature Pages Follow] 719115.8 I-28 IN WITNESS WHEREOF, Declarant has caused this Declaration to be executed effective as of the day and year first above written. DECLARANT: By: Name: Title: STATE OF ILLINOIS ) ss. COUNTY OF COOK ) On 2017, before me, a notary public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person acted, executed the instrument. WITNESS my hand and official seal. Signature My commission expires: (This area for official notarial seal) 719115.8 1-29 EXHIBIT A LEGAL DESCRIPTION OF PARK [to be provided at closing] 719115.8 I-30 EXHIBIT B SITE PLAN [to be provided once finalized] 719115.8 I-31