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HomeMy WebLinkAboutRESOLUTION - 23-16 - 7/19/2016 - Creative Werks Agreement RESOLUTION NO. 23-16 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A REIMBURSEMENT AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND CREATIVE WERKS,LLC. NOW, THEREFORE, BE IT RESOLVED by 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 documents marked: REIMBURSEMENT 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 documents 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 19th day of July 2016. APPROVED this 191h day of July 2016. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Judith M. Keegan,Village Clerk REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (this "Agreement") is made and entered into as of the 10 day of July, 2016 by and between the Village of Elk Grove, an Illinois home- rule municipal corporation located in Cook and DuPage Counties, Illinois (the "Village"), and Creative Werks, LLC a Delaware limited liability company ("Creative Werks"). RECITALS A. Pursuant to the terms of a Redevelopment Plan entitled `Busse/Elmhurst Road Tax Increment Financing Redevelopment Plan and Project," dated March 11, 2014 ("Redevelopment Plan") the Village designated a certain area within its municipal limits for redevelopment and revitalization ("Busse/Elmhurst Road Redevelopment Project Area"). B. The Redevelopment Plan recites that the Busse/Elmhurst Road Redevelopment Project Area is characterized by conditions which warrant the designation of portions of the area as a "conservation area," as such term is defined in the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., as amended (the "Act"). The Redevelopment Plan further recites that the Village is desirous of having the property within the Busse/Elmhurst Road Redevelopment Project Area redeveloped and revitalized in order to strengthen the Village's economic base and enhance the quality of life of the Village as a whole. C. The Village is authorized under the provisions of the Act to reimburse Creative Werks for certain eligible costs using tax increment financing ("TIF") as set forth in the Act. D. To stimulate the redevelopment of the Area, and pursuant to the Act, the corporate authorities of the Village passed the following ordinances: (1) Ordinance No. 3771, "An Ordinance Approving the Village of Elk Grove Village Busse/Elmhurst Road Tax Increment Financing Development Plan and Project"; (2) Ordinance No. 3372, "An Ordinance Designating the Village of Elk Grove Village Busse/Elmhurst Road Redevelopment Project Area"; (3) Ordinance No. 3373, "An Ordinance Adopting Tax Increment Financing for the Village of Elk Grove Village, Cook County, Illinois, in Conjunction with the Designation of the Village of Elk Grove Village Busse/Elmhurst Road TIF Redevelopment Project Area" (the ordinances, together with the exhibits appended thereto, are sometimes hereinafter collectively referred to as the ("TIF Ordinances"). E. Prior to the adoption of the TIF Ordinances, the Village would approve a Cook County 6b Incentive ("6b Incentive") for an industrial business moving into the Village that would generate employment and revenue. However, once the Village adopted the TIF Ordinances, it determined it was in the best interest of the Village to provide assistance in a form other than a 6b Incentive. F. Creative Werks has entered into agreements to lease the properties located at 1460-1470 Brummel Street in the Village which are more fully described in Exhibit A attached hereto, and improved with one building totaling 699,724 square feet (the "Properties"), of which Creative Werks will be leasing 245,317 square feet. Creative Werks proposes to lease the Property and expand its business within said Property by relocating a portion of its Bensenville operations into the Village. The business will include corporate headquarters and food co-packing services (the "Business"). Creative Werks has estimated the Project, as defined herein, will cost in excess of two million dollars ($2,000,000.00) to construct. It is anticipated that the Project will create additional revenue and significant employment opportunities for the Village and its residents, estimated to employ one hundred and fifteen (115) full-time employees and five hundred and fifty (550) part-time employees. The redevelopment of the Property, relocating into the Village, the TIF Improvements and the Private Funding are collectively referred to herein as the ("Project"). G. The Village has the authority to promote the health, safety and welfare of its inhabitants, to prevent the onset of blight while instituting conservation measures, to encourage private development in order to enhance the local tax base, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes. H. The corporate authorities of the Village have determined that the Project would be, in all respects, consistent with and in furtherance of the Redevelopment Plan. I. This Agreement has been submitted to the corporate authorities of the Village for consideration and review and they have determined that the completion of the Project would be, in all respects, consistent with and in furtherance of the Redevelopment Plan. The Corporate Authorities have taken all actions required to be taken prior to the execution of this Agreement in order to make the same binding upon it according to its terms. 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 suf- ficiency of which are hereby acknowledged, the Parties do hereby agree as follows: I RECITALS PART OF AGREEMENT The representations, covenants and 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. II 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 of such ordinances and resolutions), as may be necessary or appropriate, from time to time, 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 ASSISTANCE TO THE PROJECT 3.0 Project Assistance - Reimbursement. The Village hereby agrees to provide Project Assistance in the form of TIF reimbursement payments. The reimbursement amount is $550,000 payable in ten annual installments, the first payment of $55,000 is payable on the one year anniversary of the date the Certificate of Occupancy is issued. All succeeding annual payments of$55,000 will also be paid on the anniversary date of the permit. No interest shall accrue on any unpaid balance of the TIF reimbursement. IV PRECONDITIONS & CONTINUING CONDITIONS 4.01 Preconditions to Village Assistance. Following are preconditions to Creative Werks receiving or being entitled to receive Village Assistance: A. Execution of Lease for the PropertX. Creative Werks shall execute a lease agreement for said Properties on or before 12/31/2016. Creative Werks shall deliver evidence of its lease agreement to the Village. B. Completion of Project. The Project shall be substantially completed with the Business open on or before January 1, 2017, subject to the delay provisions contained in section 7.13 hereof. 4.02 Continuing Conditions for Village Assistance. Following are continuing conditions to Creative Werks being entitled to receive or receiving Village Assistance: A. Payment of Taxes. Creative Werks acknowledges that the real estate taxes generated by the Project may be the sole source of the Village Assistance and agrees that the Village shall have no obligation to make any payment for the Project Assistance so long as there are unpaid taxes on the Properties. B. Continuous Operation of Business. The Village has entered into this Agreement to stimulate employment, further redevelopment and increase tax revenue within the Busse/Elmhurst Road Redevelopment Project Area. Therefore, (i) in the event that Creative Werks ceases to operate the Business on the Properties or any portion thereof, the Village shall have no obligation to continue to make any further payment of the TIF Reimbursement Amount, except, however, any TIF Reimbursement Amount accrued prior to ceasing to operate the Business but not yet due and payable shall be due Creative Werks, and (ii) in the event that Creative Werks ceases to operate the Business on the Properties or any portion thereof within ten (10) years of commencing Business operations, Creative Werks shall be obligated to repay the Village the aggregate amount of any TIF Reimbursement Amount previously paid by the Village up to the date of cessation of Business. In the event that there is no cessation of Business operations by Creative Werks within ten (10) years of commencing Business operations, paragraph 4.02.B(ii) shall be null and void. C. Transfer or Properties or Assignment of Agreement. The Village shall have the right to cease payments of the TIF Reimbursement Amount in the event Creative Werks transfers the Properties or any portion thereof to any entity, unless said entity is owned or controlled by Creative Werks or otherwise approved by the Village, which approval shall not be unreasonably withheld. Except for a collateral assignment of this Agreement for purposes of financing the Project, Creative Werks shall not make, create or suffer to be made any sale, transfer, assignment or conveyance of the right to any payments agreed to by Village in this Agreement unless approved by the Village in its sole discretion. 4.03 Project not Financially Feasible. Creative Werks has represented to the Village that without the Village Assistance, the Project would be economically unviable. ARTICLE V APPROVALS, CONSTRUCTION & FEES 5.01 Building, Subdivision Codes. The Project will be completed in compliance with all federal, state and Village building codes, subdivision, zoning, environmental and other developmental regulations applicable to the Project. Creative Werks shall have the right to petition for variances that it may deem necessary to complete of the Project. 5.02 Utilities and Fees. The Village hereby agrees that Creative Werks shall have the right to connect to any and all Village water, sanitary and storm sewer lines serving the property. The Village agrees that Creative Werks shall be obligated to pay only those water, sanitary sewer, permit fees, engineering and inspection fees, demolition, or any other license fees that are assessed on a uniform basis throughout the Village. Creative Werks further acknowledges that it shall be required to obtain any permits or approvals required by the Village or any other body having jurisdiction over the Project prior to the commencement of construction. 5.03 Workers' Compensation Insurance. Creative Werks agrees to maintain or cause to be maintained by all contractors and subcontractors working on the Project, the Workers' Compensation coverage required by the Illinois Workers' Compensation Act (820 ILCS 305). 5.04 Prevailing Wage Act. Creative Werks hereby acknowledges that the construction of the Project may be subject to the Illinois Prevailing Wage Act (820 ILCS 130/0.01) ("Wage Act"). Creative Werks hereby agrees that it is responsible for complying with the Wage Act if applicable including all reporting requirements and hereby indemnifies the Village for any penalties or back salaries owed for Creative Werks's failure to comply with any provision of the Wage Act. 5.05 TIF Representation and Warranties. The Village hereby represents and warrants that (i) the Village shall not repeal the Ordinances during the term of this Agreement; and (ii) the Village shall not, during the term of this Agreement, amend one or more of the Ordinances if such amendment would adversely affect the Village's ability to pay to Creative Werks. 5.06 Defense of TIF. In the event that the legitimacy of the 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 integrity of the Ordinances. The Developer shall fully cooperate with the Village in connection with the foregoing. VI AUTHORITY 6.01 Actions. The Village represents and warrants that upon application of Creative Werks it has taken, or will take, such action(s) as may be required and necessary to process the approvals and permit applications as expeditiously as possible and as may be necessary or proper in order for Creative Werks to complete the Improvements as contemplated herein. 6.02 Powers. The Village hereby represents and warrants that the Village has full constitutional and lawful right, power and authority under currently applicable law, to execute, deliver and perform the terms and obligations of this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Village, enforceable in accordance with its terms and provisions and does not require the consent of any other governmental authority. 6.03 Creative Werks' Authorization. Creative Werks hereby represents and warrants that entering into this Agreement shall not be a breach or violation of any other agreement to which Creative Werks is a party. 6.04 Authorized Parties. Whenever under the provisions of this Agreement and other related documents and instruments or any supplemental agreement or request, requiring approval or consent of the Village, such approval or consent shall be given for the Village, unless otherwise provided herein, by the Mayor or his designee and for Creative Werks by any officer of Creative Werks so authorized (in any event, the officers executing this Agreement are so authorized); and any person shall be authorized to act on any such agreement, request, demand, approval, notice or consent or other action and neither party hereto shall have any complaint against the other as a result of any such action taken. VII GENERAL PROVISIONS 7.01 Time of Essence. Time is of the essence of this Agreement. The Parties will make every reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of this Agreement requires their continued cooperation. 7.02 Village Default& Creative Werks' Remedy. A. Default by Village. The Village shall be in default of this Agreement if Creative Werks has met all of the preconditions and continues to meet the ongoing obligations set forth in Article IV of this Agreement, and the Village receives the Net Incremental Taxes but fails to make any payment that is due and owing as set forth herein. B. Creative Werks' Remedy. Upon the occurrence of a default by the Village as hereinabove set forth, Creative Werks, as its sole and exclusive remedy of Default by the Village, may seek the remedy of specific performance to compel the Village to pay the Village Assistance under the terms and conditions set forth herein. C. Default by Creative Werks. Creative Werks shall be in default of this Agreement in the event it fails to meet the preconditions set forth in Article IV of this Agreement. D. Village's Remedy. In the event Creative Werks is in default of this Agreement, the Village's sole and exclusive remedy will be to cease paying the Village Assistance until the default is cured and to take the actions set forth in this paragraph. However, anything contained in this paragraph notwithstanding, the Village reserves the right to enforce its codes and ordinance to the fullest degree. 7.03. Notice. Before either party hereto declares the other to be in default, the non-defaulting party must have given the other a notice of default with thirty (30) days to cure the default. All notices and requests required pursuant to this Agreement shall be sent as follows: To Creative Werks, LLC: Steve Schroeder, President 1460 Brummel Street Elk Grove Village, IL 60007 To the Village: Village Clerk Village of Elk Grove Village 901 Wellington Ave. Elk Grove Village, IL 60007 Fax: 847-357-4008 With copies to: Village Attorney Village of Elk Grove Village 901 Wellington Ave. Elk Grove Village, IL 60007 Fax: 847-357-4022 or at such other addresses as the Parties may indicate in writing to the other either by personal delivery, courier, or by registered mail, return receipt requested, with proof of delivery thereof. Mailed notices shall be deemed effective on the third day after mailing; all other notices shall be effective when delivered. 7.04. Abandonment. In case Creative Werks and/or the Village shall have proceeded to enforce their rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason, then, and in every such case, Creative Werks and the Village shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of Creative Werks and the Village shall continue as though no such proceedings had been taken. 7.05. No Waiver by or Otherwise. Any delay by either Party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under this Agreement shall not operate to act as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that neither Party should be deprived of or limited in the exercise of the remedies provided in this Agreement because of concepts of waiver, laches or otherwise); nor shall any waiver in fact made with respect to any specific event of default be considered or treated as a waiver of the rights by the waiving Party of any future event of default hereunder, except to the extent specifically waived in writing. No waiver made with respect to the performance, or the manner or time thereof, of any obligation or any condition under the Agreement shall be considered a waiver of any rights except if expressly waived in writing. 7.06 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 provided by law, and by the execution of said amendment by the Parties or their successors in interest. 7.07 No Other Agreement. Except as otherwise expressly provided herein, this Agreement su- persedes all prior agreements, negotiations and discussions relative to the subject matter hereof and is a full integration of the agreement of the Parties. 7.08 Severability. If any provision, covenant, agreement or portion of this Agreement, or its application to any person, entity or property, is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants or portions of this Agreement and, to that end, any provisions, covenants, agreements or portions of this Agreement are declared to be severable. 7.09 No Third Party Beneficiary. The provisions of this Agreement are for the benefit of the Village and Creative Werks only and are not for the benefit of any third party,and accordingly, no third party shall have the right to enforce the provisions of this Agreement. 7.10 Illinois Law. This Agreement shall be construed in accordance with the laws of the State of Illinois. Any dispute or claim shall be filed in the Circuit Court of Cook County, Illinois. 7.11 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. 7.12 Consent or Approval. Except as otherwise provided in this Agreement, whenever consent or approval of either party is required, such consent or approval shall not be unreasonably withheld. 7.13 Delay. For the purposes of any of the provisions of this Agreement, neither the Village nor Creative Werks, as the case may be, nor any successor in interest, shall be considered in breach of, or default in, its obligations under this Agreement in the event of any delay caused by damage or destruction by fire or other casualty, strike, shortage of material, unusually adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or quantity for an abnormal duration, tornadoes and other events or conditions beyond the reasonable control of the party affected which in fact interfere with the ability of such party to discharge its respective obligations hereunder. 7.14 Term. The term of this Agreement shall commence upon the execution of the Agreement on behalf of the Village. The Agreement shall terminate upon the earlier of the final payment of the Village Assistance or twelve (12) years from the date of execution by the Parties. 7.15 No Third-Party Beneficiaries. Nothing contained in this Agreement shall be construed as creating any partnership or any benefit for any party other than as expressly set forth herein. 7.16 Certificate of Continued Effectiveness. Provided Creative Werks is in not in default of its obligations and payment conditions set forth herein, within ten (10) business days after the written request by Creative Werks, the Village shall execute and deliver to Creative Werks or any existing or proposed mortgagee, lessor or grantee a certificate stating that this Agreement is in full force and effect, that neither the Village nor Creative Werks are in default under this Agreement and containing such other information as may be reasonably requested by Creative Werks and any such mortgagee, lessor or grantee. IN WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. VILLAGE OF ELK GROVE VILLAGE, an Illinois Municipal Corporation By: Mayor Craig B. Johnson ATTEST: Judith M. Keegan, Village Clerk CREATIVE WERKS,a Delaware Limited Liability Company By: Its ATTEST: Its EXHIBIT"A" Property Legal Description PREPARED BY: Chrtsttanne C. Chen, Esq. Doc#; 1529222069 Fee: Prologis, Inc. RHSP Fee:S9?00 RPRFF e:$1.00 4 4545 Airport Way Karen A.Yarbrough Denver, CO 80239 Cook County Recorder of Deeds Date: 10/191201,5 01:10 PAA Pg: 1 of 9 WHEN RECORDED RETURN TO: PROLOGIS MRA I LLC C/O Prologis, Inc. 4545 Airport Way Denver, CO 80239 Attn: Legal Dept. (L. Anderson) MAIL TAX STATEMENTS TO: Prologis Tax Coordinator 60 State Street, Suite 1200 Boston, MA 02109 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE EXEMPT UNDER PROVISIONS OF 35 ILCS 200/31-45 PARAGRAPH(e), REAL ESTATE TRANSFER TAX ACT. �— SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH THAT PROLOGIS-EXCHANGE IL (3) LLC, whose address is c/o Prologis, Inc., 4545 Airport Way, Denver, CO 80239 ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid, the receipt, adequacy and sufficiency of which is hereby acknowledged, by these presents does GRANT, BARGAIN AND SELL unto PROLOGIS MRA I LLC, a Delaware limited liability company, whose address is c/o Prologis, Inc., 4545 Airport Way, Denver, CO 80239 ("Grantee"), the following described real property located in the County of Cook, State of Illinois and legally described as follows: See Legal Description attached hereto as Exhibit A and hereby made a part hereof. Together with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, all the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, of VILLAGE OF ELK'ROVE VILLAGE REAL ESTATE ITRRAN l_R T'7(_ f I. pl 33231 $ Elk Grove 21 nu 159? 91 j o>✓ 1529222069 Page: 2 of 9 Grantor, either in law or equity, of, in and to the above described property, with the hereditaments and appurtenances: TO HAVE AND TO HOLD said property, with the appurtenances,unto Grantee, its successors and assigns forever. And Grantor, for itself, and its successors, does covenant, promise and agree, to and with Grantee, its successors and assigns, that it has not done or suffered to be done, anything whereby the property hereby granted is, or may be, in any manner encumbered or charged, except as herein recited; and that said property against all persons lawfully claiming, or to claim the same, by through and under Grantor, but not otherwise, Grantor will WARRANT AND DEFEND. SUBJECT, HOWEVER, to all zoning and building laws, ordinances, maps, resolutions and regulations of all governmental authorities having jurisdiction which affect the Property and the use and improvement thereof; leases, if any; all matters of record; any state of facts which an accurate survey made of the Property as of the date hereof would show; any state of facts which a personal inspection of the Property made as of the date hereof would show; and the Permitted Exceptions set forth on Exhibit B, attached hereto and made a part hereof. Permanent Index Number(s): 08-27-201-006-0000 AND 08-27-203-009-0000 Common Address: 400 Busse Rd.,Elk Grove Village, IL 60007 [Signature Page Follows] Elk Grove 21 1529222069 Page: 3 of 9 [Signature Page to Special Warranty Deed] IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed as of this /,2't—*day of Dense„ ,2015. ProLogis-Exchange IL(3) LLC, a Delaware limited liability company By: Palmtree Acquisition Corporation, a Delaware corporation, its sole member Bye!' la P 2e,be Name: Meg Robert Title: First Vice President STATE OF COLORADO CITY/COU'NTY OF DENVER The foregoing instrument was acknowledged before me this /, �- day of 2015, by Megan Robert,as First Vice President of Palmtree Acquisition Corporation, a Delaware corporation. on behalf of said corporation; said corporation being the sole member of ProLogis- Exchange IL (3) LLC, a Delaware limited liability company. j . / v OTA 09 TA09 No } Public My Commission Expires. u / o/lo c� Elk Grove 21 1529222069 Page: 4 of 9 EXHIBIT A The Property PARCEL 1 LOT 163 IN HIGGINS INDUSTRIAL PARK UNIT 112, BEING A SUBDIVISION IN THE NORTHEAST 1/4 OF SECTION 27, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,ILLINOIS. PARCEL 2: A PERPETUAL NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCEL I AS CREATED BY RECIPROCAL EASEMENT AGREEMENT DATED MAY 15, 1994 AND RECORDED OCTOBER 19, 1994 AS DOCUMENT NO. 94895028 AND AMENDED RECIPROCAL EASEMENT AGREEMENT DATED SEPTEMBER 8, 1995 AND RECORDED SEPTEMBER 28, 1995 AS DOCUMENT NO. 95661359 MADE BY AND BETWEEN SIXPENCE INN OF ELK GROVE VILLAGE, A PARTNERSHIP, MCGRAW- EDISON COMPANY, A DELAWARE CORPORATION, AND MOTEL 6 OPERATING L.P., A DELAWARE LIMITED PARTNERSHIP, FOR THE PURPOSES OF INGRESS AND EGRESS. Elk Grove 21 1529222069 Page: 5 of 9 EXHIBIT B Permitted Title Exceptions I. TAXES FOR THE YEAR 2015. 2. BUILDING LINES AS SHOWN ON THE PLAT OF HIGGINS INDUSTRIAL PARK, UNIT 112 RECORDED SEPTEMBER 4, 1973 AS DOCUMENT NUMBER 22463925 OVER THE SOUTH AND EAST 25 FEET OF LOT 163. (AFFECTS PARCEL 1) 3. EASEMENTS FOR PUBLIC UTILITIES AS SHOWN ON THE PLAT OF SUBDIVISION RECORDED SEPTEMBER 4, 1973 AS DOCUMENT 22463925 OVER THE WEST 15 FEET, THE SOUTH 25 FEET, THE EAST 25 FEET AND THE NORTH 15 FEET OF THE LAND. (AFFECTS PARCEL 1) 4. MUTUAL AND RECIPROCAL EASEMENTS FOR INGRESS AND EGRESS OVER, UNDER AND ACROSS THE EAST 33 FEET OF THE NORTH 535.00 FEET OF THE LAND, BEING THAT PART OF THE EAST 33 FEET OF THE LAND LYING NORTH OF HALO DRIVE, AND OTHER PROPERTY, AS GRANTED IN THE RECIPROCAL EASEMENT AGREEMENT EXECUTED BY AND BETWEEN SIXPENCE INN OF ELK GROVE VILLAGE, A PARTNERSHIP; MCGRAW-EDISON COMPANY, A DELAWARE CORPORATION AND MOTEL 6 OPERATING L.P., A DELAWARE LIMITED PARTNERSHIP, RECORDED OCTOBER 19, 1994 AS DOCUMENT 94895028, AND THE TERMS AND PROVISIONS THEREIN CONTAINED. AMENDED RECIPROCAL EASEMENT AGREEMENT EXECUTED BY AND BETWEEN SIXPENCE INN OF ELK GROVE VILLAGE, A PARTNERSHIP, MCGRAW-EDISON COMPANY, A DELAWARE CORPORATION AND MOTEL 6 OPERATING L.P., A DELAWARE LIMITED PARTNERSHIP, RECORDED SEPTEMBER 28, 1995 AS DOCUMENT 95661359 WHICH AMONG OTHER MATTERS AMENDS THE LEGAL DESCRIPTION OVER THE LAND TO READ: THE EAST 33 FEET OF THE NORTH 535 FEET OF LOT 163, BEING THAT PART OF THE EAST 33 FEET OF LOT 163 LYING NORTH OF HALO DRIVE; AND ALSO AMENDS THE LEGAL OVER OTHER PROPERTY NOT NOW IN QUESTION. 5. EASEMENT IN FAVOR OF THE COMMONWEALTH EDISON COMPANY, THE ILLINOIS BELL TELEPHONE COMPANY AND NORTHERN ILLINOIS GAS COMPANY, AND ITS/THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, TO INSTALL, OPERATE AND MAINTAIN ALL EQUIPMENT NECESSARY FOR THE PURPOSE OF SERVING THE LAND AND OTHER PROPERTY, TOGETHER WITH THE RIGHT OF ACCESS TO SAID EQUIPMENT, AND THE PROVISIONS RELATING THERETO CONTAINED IN THE PLAT RECORDED/FILED AS DOCUMENT NO. 22463925, AFFECTING THE WEST 15 Elk Grove 21 1529222069 Page: 6 of 9 Exhibit B, continued: FEET, THE SOUTH 25 FEET, THE EAST 25 FEET AND THE NORTH 15 FEET OF THE LAND. (AFFECTS PARCEL 1) 6. EASEMENT FOR SEWER AND WATER PURPOSES AS SHOWN ON THE PLAT OF SUBDIVISION AFORESAID OVER THE SOUTH 25 FEET AND THE EAST 25 FEET OF THE LAND. (AFFECTS PARCEL 1) 7. RESOLUTION NUMBER 25-96 RECORDED MAY 7, 1996 AS DOCUMENT 96346104 AUTHORIZING THE EXECUTION OF A SEWER AND STORM WATER MAINTENANCE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE AND OSTROM FAMILY LIMITED PARTNERSHIP (1501 OAKTON STREET, METAL IMPACT CORPORATION). AFFECTS THE NORTH 730 FEET OF THE WEST 15 FEET OF THE LAND. (AFFECTS PARCEL I) 8. (A) TERMS, PROVISIONS, AND CONDITIONS RELATING TO THE EASEMENT DESCRIBED AS PARCEL 2 CONTAINED IN THE INSTRUMENTS CONTAINING SAID EASEMENTS. (B) RIGHTS OF THE ADJOINING OWNER OR OWNERS TO THE CONCURRENT USE OF SAID EASEMENT, 9. ENCROACHMENT OF THE CURB LOCATED MAINLY ON THE LAND ONTO THE PROPERTY EAST AND ADJOINING BY APPROXIMATELY 0.30 FEET, AS SHOWN ON PLAT OF SURVEY PREPARED BY ACCURATE SURVEY SERVICE, DATED DECEMBER 1, 2005,PROJECT NO. 05-361. (AFFECTS PARCEL 1) 10. TERMS, CONDITIONS AND LIMITATIONS CONTAINED IN THE NO FURTHER REMEDIATION LETTER ISSUED BY THE ILLINOIS ENVIRONMENTAL PROTECTION AGENCY AND RECORDED SEPTEMBER 22,2003 AS DOCUMENT 0326510085, 11. EASEMENTS FOR PUBLIC UTILITIES, CABLE TV, SEWER AND WATER DRAINAGE, INGRESS AND EGRESS AND MAINTENANCE OF SAME AS SHOWN ON PLAT OF SUBDIVISION RECORDED AS DOCUMENT 27157786. (AFFECTS PARCEL 2) 12. EASEMENT FOR PUBLIC UTILITIES OVER THE NORTH 15 FEET, THE WEST 15 FEET, THE SOUTH 15 FEET AND THE EAST 25 FEET OF THE LAND AS SHOWN ON Elk Grove 21 1529222069 Page: 7 of 9 Exhibit B, continued: PLAT OF HIGGINS INDUSTRIAL PARK UNIT 112 SUBDIVISION AFORESAID RECORDED AS DOCUMENT 22463925. (AFFECTS PARCEL 2) 13. EASEMENT OVER THE NORTH 15 FEET, THE WEST I5 FEET, THE SOUTH 15 FEET AND THE EAST 25 FEET OF THE LAND FOR THE PURPOSE OF INSTALLING AND MAINTAINING ALL EQUIPMENT NECESSARY TO SERVE THE SUBDIVISION AND OTHER LAND WITH GAS SERVICE, TOGETHER WITH RIGHT OF ACCESS TO SAID EQUIPMENT AS CREATED BY GRANT TO NORTHERN ILLINOIS GAS COMPANY AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS AND AS SHOWN ON THE PLAT OF SUBDIVISION RECORDED SEPTEMBER 4. 1973 AS DOCUMENT 22463925. (AFFECTS PARCEL 2) 14, EASEMENT OVER THE NORTH 15 FEET, THE WEST 15 FEET, THE SOUTH 15 FEET AND THE EAST 25 FEET OF THE LAND FOR THE PURPOSE OF INSTALLING AND MAINTAINING ALL EQUIPMENT NECESSARY TO SERVE THE SUBDIVISION AND OTHER LAND WITH TELEPHONE AND ELECTRICAL SERVICE, TOGETHER WITH THE RIGHT TO OVERHANG AERIAL SERVICE WIRES AND THE RIGHT OF ACCESS TO SUCH WIRES, AS CREATED BY GRANT TO THE ILLINOIS BELL TELEPHONE COMPANY AND THE COMMONWEALTH EDISON COMPANY AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND AS SHOWN ON THE PLAT OF SUBDIVISION RECORDED SEPTEMBER 4, 1973 AS DOCUMENT 22463925. (AFFECTS PARCEL 2) 15. EASEMENTS FOR SEWER AND WATER PURPOSES AS SHOWN ON PLAT OF SUBDIVISION RECORDED SEPTEMBER 4, 1973 AS DOCUMENT 22463925 OVER THE NORTH 25 FEET AND THE EAST 25 FEET OF LOT 161 AND OVER THE EAST 25 FEET OF LOT 162. (AFFECTS PARCEL 2) 16. A 25 FOOT FOOT BUILDING LINE AS SHOWN ON PLAT OF HIGGINS INDUSTRIAL UNIT 112 AFORESAID RECORDED SEPTEMBER 4, 1973 AS DOCUMENT 22463925. (AFFECTS PARCEL 2) 17. INGRESS AND EGRESS AND ACCESS EASEMENT PROVISIONS CONTAINED IN PLAT OF SUBDIVISION RECORDED AS DOCUMENT 85192910. (AFFECTS PARCEL 2) Elk Grove 21 1529222069 Page: 8 of 9 Exhibit B,continued: 18. COVENANTS AND RESTRICTIONS CONTAINED IN WARRANTY DEED MADE BY MCGRAW-EDISON COMPANY, CORPORATION DELAWARE TO SIXPENSE INN OF ELK GROVE VILLAGE, A PARTNERSHIP DATED AUGUST 3, 1985 AND RECORDED SEPTEMBER 3, 1985 AS DOCUMENT 85171195 PROVIDING THE GRANTOR WITH THE RIGHT TO REVIEW AND APPROVE THE SITE PLAN AND PLANS AND SPECIFICATIONS FOR CONSTRUCTION OF EACH FACADE OF EACH BUILDING WHICH GRANTEE, ITS HEIRS, SUCCESSORS, ASSIGNS, LESSEES AND GRANTEES PROPOSE TO BUILD ON THE REAL ESTATE, AND SUCH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD. NO FACADE OF ANY SUCH BUILDING FACING A STREET SHALL CONSIST OF LESS THAN FIFTY PERCENT FACE BRICK. NOTE: SAID INSTRUMENT CONTAINS NO PROVISION FOR A FORFEITURE OF OR REVERSION OF TITLE IN CASE OF BREACH OF CONDITION. (AFFECTS PARCEL 2) 19. STATEMENT OF COMMITMENT BY SIXPENCE INN. TO CONSTRUCT PUBLIC SIDEWALK AND TO PAY PRO RATA SHARE OF THE COST RECORDED JUNE 18, ±985 AS DOCUMENT 85064627. (AFFECTS PARCEL 2) 20. NOTICE OF REQUIREMENTS FOR STORM WATER DETENTION RECORDED DECEMBER 13, 1985 AS DOCUMENT 85323515. (AFFECTS PARCEL2) 21, 25 FOOT BUILDING LINE AS SHOWN ON SIXPENCE INN SUBDIVISION UNIT 2 PLAT OF SUBDIVISION RECORDED AS DOCUMENT 85192910 OVER THE NORTH LINE OF THE LAND. (AFFECTS PARCEL 2) 22. EASEMENT IN FAVOR OF THE ILLINOIS BELL, TELEPHONE COMPANY, THE COMMONWEALTH EDISON COMPANY AND NORTHERN ILLINOIS GAS COMPANY, AND ITS/THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, TO INSTALL, OPERATE AND MAINTAIN ALL EQUIPMENT NECESSARY FOR THE PURPOSE OF SERVING THE LAND AND OTHER PROPERTY, TOGETHER WITH THE RIGHT OF ACCESS TO SAID EQUIPMENT,AND THE PROVISIONS RELATING THERETO CONTAINED IN THE PLAT RECORDED/FILED AS DOCUMENT NO. 85192910, AFFECTING THE EAST 15 FEET OF THE SOUTH 320 FEET OF THE LAND. (AFFECTS PARCEL 2) Elk Grove 21 1529222069 Page: 9 of 9 Exhibit B, continued: 23. GRANT DATED OCTOBER 14, 1960 AND RECORDED APRIL 27, 1962 AS DOCUMENT 18459947 MADE BY HILLY KNAACK TO THE ILLINOIS BELL TELEPHONE COMPANY, TO CONSTRUCT, RECONSTRUCT, OPERATE AND MAINTAIN LINES OF TELEPHONE AND TELEGRAPH CONSISTING OF SUCH WIRES, CABLES, CONDUITS AND OTHER FIXTURES AS THE GRANTEE MAY FROM TIME TO TIME REQUIRE, UPON, ALONG AND UNDERPART OF OAKTON ROAD. (MAY AFFECT THE NORTH LINE OF THE LAND). (AFFECTS PARCEL 2) 24. NOTE ON THE PLAT OF SIXPENCE INN RECORDED JULY 3, 1984 AS DOCUMENT 27157786 THAT LOTS 1 AND 2 ARE SUBJECT TO RECIPROCAL EASEMENT FOR INGRESS AND EGRESS, DRAINAGE WITH INTEGRAL MAINTENANCE AGREEMENT. (AFFECTS PARCEL2) 25. EASEMENTS AS SHOWN ON PLAT OF SIXPENCE INN SUBDIVISION RECORDED JULY 3, 1984 AS DOCUMENT 27157786, AND AS SHOWN ON PLAT OF SIXPENCE INN SUBDIVISION UNIT 2 RECORDED SEPTEMBER 17, 1985 AS DOCUMENT 85192910 AS FOLLOWS: 1. 25 FOOT EASEMENT FOR UNDERGROUND PUBLIC UTILITIES, CABLE TV, SEWER, WATER AND DRAINAGE OVER THE NORTHERLY LINES OF LOTS 1 AND 2 AND THE EAST LINE OF LOT 2; 2. EASEMENT FOR INGRESS, EGRESS, DRAINAGE AND MAINTENANCE OVER AN IRREGULAR PORTION OF LOT I (SEE PLAT FOR SPECIFIC LOCATION), 12 FEET OVER THE WESTERLY AND MOST SOUTHERLY NORTH LINE, 24 FEET OVER THE NORTH 24 FEET OF THE SOUTH 39 FEET AND THE WEST 24 FEET OF THE EAST 69 FEET, AND OVER AN IRREGULAR PORTION OF THE EAST 45 FEET OF THE SOUTH 121.78 FEET OF LOT 2 (SEE PLAT FOR SPECIFIC LOCATION); 3. 10 FOOT EASEMENT FOR PUBLIC UTILITIES, DRAINAGE AND CABLE TV OVER THE EAST LINES AND MOST NORTHERLY SOUTH Elk Grove 21