HomeMy WebLinkAboutORDINANCE - 3532 - 11/14/2017 - Agreement - BIG Acquisitions LLC 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 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
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.
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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
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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;
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(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
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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
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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.
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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. Property. 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 (007 , 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
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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.
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(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 (007), Metropolitan Water Reclamation District (MWRD)
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
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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
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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
3.04B(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.
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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 ("Tower"). 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
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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.
(iii) 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:
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(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
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liability insurance coverage of not less than $1,000,000.00, 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.
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(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 Owner's title insurance policy, with extended coverage,
and any endorsements needed to insure over Survey Objections or
Unpermitted Exceptions. The Village will also pay any separate title
examination charges and the recording fees for any mortgage or other
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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 Deed in a form which is mutually
satisfactory to the Village and the Developer. The conveyance of the
Village Property shall be closed through a New York style deed and
money escrow with the Title Company serving as escrow agent. Not less
than two (2) days before the closing date, the Village and the Developer
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 directions or communications thereto, as well
as any other documents necessary to effectuate the conveyance of the
Village Property. All fees and costs of the escrow shall be split equally
between the Village and the Developer. The Developer shall have 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 for improvements completed prior to
such closing but payable after such closing shall be prorated at such
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 cooperate and use their diligent and good faith
efforts to make such adjustments no later than sixty (60) days after such
information becomes available.
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(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
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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.
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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
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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
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($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
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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
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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.
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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
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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 "Certificate holder"). Any non-recourse Notes assignee, other than
with respect to a trustee bank, and each Certificateholder, 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
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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.
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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.
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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
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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
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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
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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 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 bove wri en.
VILLAGE F ELK GROV VILLAGE,
COOK D DUPAGE UNTIES, ILLINOIS,
an Illi is municipal rporation
BY
Mayor Cig B. Johnson
%HTTF.,c.,T:
Loretta Murphy, Villag CI rk
BIG ACQUISITIONS, LLC,
an Illinois limited liability company
BY:
Its:
MAA- AGFQ
ATTEST:
By:
Its:
36
719155.10
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
1, ✓� �wr� �/ , a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY that WCANDUI W . and
personally known to me to be the persons whose names
are subscribed to the foregoing instrument as the VWL'V .! v arld-
of BIG ACQUISITIONS, LLC, an Illinois limited liability company, 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 andpurposestherein set forth.
GIVEN UNDER my hand and Notarial Seal this 1 q day of �� 2017.
Est .
Notary Public
My ommissl �s:
Lauren Parker
(SeLN:otar,y Public State of Illinois
mission Expires 03N4/202I
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
1, ;JcK Marjo Iq 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
oVem P r , 2017.
No a Pu i
My Commission Expires:
(Seal)
OFFICIAL SEAL
E-
37
ENNIFER MAHON
PUBLIC-STATE OF ILLINOIS
mission E*m Dec.27,2020
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
IIA
.I
_ I
_ I
1' I
i
Figure A: Study Area
I ROW ar.nb.1JF snWr c�,:o.
76rzo»
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
i
B-1
i
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 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 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
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 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 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
Site Prep: Unsuitable Soils Allowance $ 1,250,261 $ 1,250,261
Architectural& Engineering Fees 1,300,157 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
Common Space-Monument at Entrances 132,196 132,196
Common Area- Pedestrian Paths 1,150,035 1,150,035
Common Area-Patio Paver Allowance&Parking Lot 551,558 551,558
Common Area-Fountain Allowance 227,121 227,121
Common Area-Public Art Allowance 600,518 600,518
Higgins/Oakton Road Improvements 602,711 602,711
Asphalt-Boulevards 1,205,970 1,205,970
Site Concrete 206,708 206,708
Site Utilities 3,109,159 3,109,159
Retaining Walls 507,606 507,606
Electrical 307,365 307,365
Street Light Poles 307,729 307,729
Intersection Signal Lights 356,895 356,895
Street Lights in Boulevards 478,802 478,802
Testing & Inspections 150,000 150,000
Survey&Staking 75,000 75,000
General Conditions/Overhead 2,456,677 2,456,677
Legal Fees 850,000 850,000
Contingency 1,250,000 1,250,000
Interest Carry 3,372,808 3,372,808
Total Industrial Park Infrastucture Costs $ 24,809,551 $ 24,809,551
Building Site Infrastructure Costs
Permit/Site Permit and Tap Fees 990,025 990,025
Permit: Water Tap&Sewer Fees 170,750 170,750
Excavation/Site Clearing 2,004,570 2,004,570
Excavation Building 1,704,948 1,704,948
Lawn Irrigation 358,548 358,548
Landscaping 501,140 501,140
Permeable Pavers 1,928,107 1,928,107
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 $ 84,118,790 $ 80, 55 459
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)
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
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/l'` 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 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.
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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 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
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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
NOTE: PRINCIPAL AMOUNT:
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
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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
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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
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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 ofd 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
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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 I 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 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
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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.
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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 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
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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
i
I
C
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