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HomeMy WebLinkAboutG35-12 (2) • Ordinance No. G35-12 AN ORDINANCE APPROVING THE FORM OF A REDEVELOPMENT AND FINANCING AGREEMENT FOR THE CITY OF ELGIN BLUFF CITY QUARRY TIF REDEVELOPMENT PLAN AND PROJECT WHEREAS, the City Council (the "Corporate Authorities") of the City of Elgin, Kane and Cook Counties, Illinois (the "City"), have heretofore determined that the stable economic and physical development of the City is endangered by the presence of blighting factors, with a resulting decline of the City which impairs the value of private investments and threatens the sound growth and the tax base of the City and the taxing districts having the power to tax real property in the City and threatens the health, safety, morals and welfare of the public; and WHEREAS, to address and alleviate such factors the Corporate Authorities by the adoption • of Ordinances Numbered S4-11, 55-11 and S6-11 have heretofore approved a redevelopment plan and project for and designated that certain redevelopment project area known as the "City of Elgin Bluff City Quarry TIF Redevelopment Project Area' (the "Redevelopment Project Area") and have adopted tax increment allocation financing for the Redevelopment Project Area, all as provided in and in compliance with the Tax Increment Allocation Redevelopment Act, as supplemented and amended, and particularly as supplemented, and where necessary, superseded, by the home rule powers of the City (the "Act"); and WHEREAS, the Corporate Authorities have further heretofore determined that it is advisable and necessary and in the best interests of the City and its residents and of the taxing districts having the power to tax real property in the Redevelopment Project Area that the City enter into a Redevelopment and Financing Agreement (the "Agreement") by and among the City and Gifford 300, LLC, an Illinois limited liability company, and.Bluff City Materials, Inc., an • • Illinois corporation, in order to provide for the redevelopment of the Redevelopment Project Area; and WHEREAS, although one or more conveyances, leases, mortgages or other disposition of land or other property owned by the City may be made by the City pursuant to the Agreement, the Agreement does not relate to the development of any property now owned by the City; and WHEREAS, no member of the Corporate Authorities, employee or consultant of the City involved in the planning and preparation of the Redevelopment Project Area or the redevelopment plan and project heretofore approved for the Redevelopment Project Area owns or controls any interest, direct or indirect, in any property included in the Redevelopment Project Area; and WHEREAS, pursuant to the Act the City is expressly authorized to enter into the Agreement, provided that the form of Agreement shall be approved by ordinance: • Now, THEREFORE, Be It and It Hereby Is Ordained By the City Council of the City of Elgin, Kane and Cook Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1. Exhibits Incorporated by Reference. The proposed form of Agreement is hereby approved. A copy of the proposed Agreement is set forth in EXHIBIT A attached hereto and incorporated herein as if set out in full by this reference. Section 2. Execution of Agreement. The officers appearing signatory to the Agreement are hereby authorized and directed to execute same, their execution to constitute conclusive proof of action in accordance with this ordinance, with such revisions, additions, deletions or changes as such officers shall reasonably deem necessary to effectuate the Agreement. Section 3. Invalidity of Any Section. If any section, paragraph or provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or • i • unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance. Section 4., Superseder and Effective Date. All ordinances, resolutions, motions or orders in conflict herewith be, and the same hereby are, repealed to the extent of such conflict, and this ordinance shall be in full force and effect immediately upon its passage by the Corporate Authorities and approval as provided by law. avid J. tain, ayor Presented: June 13, 2012 Passed: June 13, 2012 Vote: Yeas: 6 Nays: 0 Recorded: June 13, 2012 e6In,s Published: June 13, 2012 • Attest: CL o •, Kimberly Dewis,` Clerk • EXHIBIT A Form of Redevelopment and Financing Agreement -4 - REDEVELOPMENT AND FINANCING AGREEMENT This Redevelopment and Financing Agreement (the "Agreement") is dated. as of this 13th day of June, 2012 , by and between the City of Elgin,an Illinois municipal corporation(the "City"), Gifford 300, LLC, an Illinois limited liability company (the "Owner"), and Bluff City Materials,Inc.,an Illinois corporation(the"Developer"). WITNESSETH: WHEREAS, the City has the authority, pursuant to the laws of the State of Illinois, to promote the health, safety and welfare of the City and its inhabitants, to prevent the spread of blight, to encourage private development in order to enhance the local tax base, to increase employment, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes; and WHEREAS, the City is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, as amended, 65 ILCS 5/11-74.4-1, et seq. (the "Act"), to finance redevelopment in accordance with the conditions and requirements set forth in the Act; and WHEREAS, pursuant to its Resolution 08-216 (the "Inducement Resolution") adopted by the Corporate Authorities (as hereafter defined) of the City on September 10, 2008, the City authorized the undertaking of a feasibility study on the designation of the Redevelopment Project Area(hereafter defined) and commonly known as the Bluff City/Quarry Redevelopment Area, as qualifying for tax incremental financing treatment under the Act; and, WHEREAS, to stimulate and induce redevelopment pursuant to the Act, the Corporate Authorities of the City have previously adopted the following ordinances with respect to the Bluff City/Quarry Redevelopment Area(collectively the"TIF Enabling Ordinances"): A. Ordinance No. S4-11, adopted May 11, 2011, entitled "An Ordinance of the City of Elgin, Kane and Cook Counties, Illinois, Approving a Tax Increment Redevelopment Plan and Redevelopment Project for the Bluff City Quarry TIF Redevelopment Project Area"; B. Ordinance No. S5-11, adopted May 11, 2011, entitled "An Ordinance of the City of Elgin, Kane and Cook Counties, Illinois, Designating Bluff City Quarry TIF Redevelopment Project Area of said City a Redevelopment Project Area Pursuant to the Tax Increment Allocation Redevelopment Act";and C. Ordinance No. S6-11, adopted May 11, 2011, entitled "An Ordinance of the City of Elgin, Kane and Cook Counties, Illinois, Adopting Tax Increment Allocation Financing for Bluff City Quarry TIF Redevelopment Project Area";and WHEREAS, the hereinafter defined Redevelopment Project Area consists of an area of land located in Elgin, Illinois and is graphically depicted in Exhibit A-1 and legally described in Exhibit A-2 attached hereto; and WHEREAS, within (and comprising a portion of) the Redevelopment Project Area are approximately 237.466 acres of vacant land 177.466 acres of which are owned by the Owner, such 237.466 acres being graphically depicted in Exhibit B-1 and legally described in Exhibit B- 2 attached hereto(the"Subject Property");and WHEREAS, the Subject Property requires substantial reclamation in order to make the Subject Property suitable for the intended redevelopment thereof with industrial and commercial uses; and WHEREAS, the Developer proposes to incur the hereinafter defined Gifford 300 TIF- Eligible Costs associated with the Developer's performance of the Horizontal Redevelopment (hereafter defined) of the Subject Property , the performance of which will serve a public purpose by reducing or eliminating conditions that in part qualify the Redevelopment Project Area as a blighted area or a conservation area under the Act and which are necessary to foster -2- private development and redevelopment within the Redevelopment Project Area; and WHEREAS, the City and the Developer each proposes to finance a portion of the said Gifford 300 TIF-Eligible Costs the costs to be incurred by Developer in connection with the implementation of said Horizontal Redevelopment by utilizing tax increment financing in accordance with the Act. NOW, THEREFORE,, the City, the Owner and the Developer, in consideration of the premises and the mutual agreements herein contained and described, the sufficiency of which is hereby acknowledged, and subject to the conditions herein set forth, agree as follows: SECTION 1 RECITALS, DEFINITIONS AND INTERPRETIVE,CLARIFICATIONS A. Recitals and Exhibits. The foregoing recitals and all Exhibits referenced in this Agreement are incorporated by reference into this Agreement. B. Definitions. Each of the following terms shall have the meaning set forth below: "Accredited Investor" shall have the same meaning as such term is defined by Regulation D promulgated under the Securities Act of 1933, as amended. " "Act" shall have the meaning as set forth in the Recitals to this Agreement. "Affiliate" shall have the meaning as set forth in Section 5E below. "Agreement" shall mean this Redevelopment and Financing Agreement. "Approved Note Indebtedness" shall have the meaning as set forth in Section 6 below. "Bluff City/Quarry Area TIF District" shall mean the TIF District established by the TIF-Enabling Ordinances referred to in this Agreement. "Bond Counsel" shall mean Chapman and Cutler, LLP, Chicago, Illinois, or such -3- other law firm appointed by the City which is nationally recognized as having expertise in tax exempt financing. "Bonds" or "Developer Bonds" shall mean obligations of the City issued in accordance with the provisions of Section 8A below. "Certificates of Expenditure" shall mean a certificate issued by the City in accordance with this Agreement which demonstrates that the Developer has expended or incurred Gifford 300 TIF-Eligible Costs that qualify as "redevelopment project costs" under the Act, the mechanism for the issuance of which is more particularly set forth in Section b below. "Change in Law" shall mean the occurrence, after the Effective Date, of an event described in paragraph (a) below unless such event is excluded pursuant to paragraph (b) or paragraph (c)below: (a) Change in Law means any of the following: (i) the enactment, adoption, promulgation or modification of any federal, state or Iocal law, ordinance, code, rule or regulation; (ii) the order or judgment or any federal, state or local court, administrative agency or other governmental body with respect to the subject matter of this Agreement; (iii)the imposition of any conditions on or delays in the issuance or renewal of any governmental license approval or permit (or the suspension, termination, interruption, revocation, modification, denial or failure of issuance or renewal thereof} necessary for the undertaking of the services to be performed under this Agreement; or(iv)the adoption, promulgation, modification or interpretation in writing of a written guideline or policy statement by a governmental agency(other than the City). (b) An event described in paragraph(a)above shall not be a Change in Law unless the -4- event materially changes the costs or ability of the party relying thereon to carry out its obligations under this Agreement. (c) An event which would otherwise be a Change in Law pursuant to paragraph (a) and paragraph(b) above shall not be a Change in Law if the event is caused by the actions or fault of the party relying thereon. "City" shall mean the City of Elgin, an Illinois municipal corporation, in Cook and Kane Counties, Illinois. "City Approvals for Horizontal Redevelopment" shall have the meaning as set forth in Section 2D below. "City Code"shall mean the Municipal Code of the City,as from time to time amended. "City Engineer" shall mean the person so designated by the City to the Developer. "Code"shall mean the United States Internal Revenue Code of 1986, as amended. "Continuing TIF Revenue Stream Component from the Subject Property" shall have the meaning as set forth in Section 7I below. "Corporate Authorities" shall mean the Mayor and other members of the City Council of the City of Elgin. "County"shall mean either Kane County, Illinois,or Cook County,Illinois. "Day" (or"day")shall mean a calendar day unless otherwise specified. "Dedicated Improvements" shall mean those components of the Horizontal Redevelopment of the Subject Property which, when completed, will be dedicated to and accepted and owned by the City, including, without limitation, sanitary, storm sewer and water, public streets and sidewalks, street lights and traffic signalization, streetscape landscaping and other such improvements typically constituting public improvements. -5- a "Defective Request for Issuance" shall have the meaning as set forth in Section 6G below. "Developer Notes" shall mean, collectively, the 2012A Note and the Subordinate Note, as more fully described in Sections 5A and 5B below, respectively, and in the Note Ordinance attached hereto as Exhibit C. "Developer Reimbursement Amount" shall have the meaning ascribed to it in Section 4B below. "Early Approval" shall have the meaning as set forth in Section 2D below. "Effective Date" shall mean the date set forth in Section 20 below. "Final Plan" shall mean a final site plan or other final development plan for any portion of the Subject Property as may be approved by the City in the context of a Planned Development (defined below)which applies to all or a portion of the Subject Property. "Final Plat of Subdivision" shall mean a final plat of subdivision with respect to all or a portion of the Subject Property, which has been or may be approved by the City. "Final Report" shall have the meaning as set forth in Section 5B below. "Gifford 300 TIF-Eligible Costs" shall have the meaning as set forth in Section 4A below. "Horizontal Redevelopment" shall have the meaning as set forth in Section 2B below. "Internal Reclamation Rate"shall have the meaning as set forth in Section 6A below. "Issuance Date" shall have the meaning as set forth in Section 5A below. "Memorandum of Final Payment" shall have the meaning as set forth in Section 6F below. "Net Bond Proceeds" shall mean the proceeds derived from the issuance of any series of Notes or Bonds as applicable, net of any costs of issuance, Bond Counsel Fees, issuer's -6- attorney's fees, underwriter's fee or discount, debt service reserve, additional reserve(s) or similar requirements, deposits for the payment of capitalized interest or other similar types of funding requirements generally applicable in connection with the issuance of tax increment bonds or Notes. "Note(s)" or "Developer Note(s)" means the obligations of the City issued in accordance with the provisions of Section 5 below and include the 2012A Note and the Subordinate Note,as described in the Note Ordinance attached hereto as Exhibit C. "Note Ordinance" means that City ordinance authorizing the issuance of any Note(s), the form of such Note Ordinance being attached hereto as Exhibit C. "Other Horizontal Redevelopment Work" shall have the meaning as set forth in Section 61) below. "Parties" shall mean the signatories to this Agreement, to wit, the City, the Owner and the Developer. "Permitted Encumbrances" means any mortgage securing a loan; all security interests granted by the Developer in connection with any mortgage or other loan and any amendment thereto; liens in favor or any Person lending money to the Developer to finance Redevelopment Projects or any portion thereof; liens in favor of any Person that arise in the ordinary course of business of the Developer and that do not in the aggregate materially impair the use and value of the Subject Property or the conduct of the Developer's business; easements, covenants, conditions and restrictions of record, and any customary exceptions to title that are contained in the Owner's title insurance policy. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock contractor, trust, unincorporated organization, limited liability company or -7- government or any agency or political subdivision thereof, or any agency or entity created or existing under the compact clause of the United.States Constitution. "Phased Concept Plan" means that plan prepared by Bluff City Materials, Inc., dated February 7,2011,titled"Elgin TIF Phase Layout",attached hereto as Exhibit D. "Phase I and Phase 2 Completion Deadline"shall have the meaning as set forth in Section 2G below. "Planned Developments" means any approval of one or more Planned Developments granted by the City with respect to the Subject Property, or portion thereof in accordance with the requirements of the City Code. "Prior Gifford 300 TIF-Eligible Costs" shall have the meaning as set forth in Section 6B below. "Private Redevelopment Projects" shall mean privately owned buildings and improvements constructed on the Subject Property in accordance with its Vertical Redevelopment. "Project" shall mean the Horizontal Redevelopment of the Subject Property (or phase thereof, as the case may be). "Reclamation Work" shall mean the filling of all or a portion of the Subject Property, including all costs of procuring fill materials,and of hauling,engineering, surveying, soil testing, grading and compacting the materials associated with such filling and reclamation. "Redevelopment Plan" shall mean the "Redevelopment Plan" as defined in the City's Ordinance No. 54-11. "Redevelopment Project Area" shall mean the area of land located in the City graphically depicted in Exhibit A-1 and legally described in Exhibit A-2 attached hereto. -8- "Request for Issuance" shall mean a written request from the Developer substantially in the form attached hereto as Exhibit E attached hereto and made a part hereof for the issuance of a Certificate of Expenditure and shall include the supporting documents as required in Section 6 of this Agreement. "Remaining TIF Revenue Stream from the Subject Property" shall have the meaning as set forth in Section 7F below. "Special Tax Allocation Fund" shall mean the fund established by the City pursuant to 65 ILCS 5/11-74.4-8, and into which all of the TIF Revenue Stream (hereafter defined) derived from the Redevelopment Project Area shall be initially deposited. (See also "STAF- Account".) "STAF-Account" shall have the same meaning as "Special Tax Allocation Fund", as such term is herein defined. "State."shall mean the State of Illinois. "Sub-STAF Gifford 300 Account" shall mean the account within the STAF-Account established pursuant to Section 7B of this Agreement. "Sub-STAF Municipal Account" means the account within the STAF-Account established pursuant to Section 7B of this Agreement. "Subject Property" shall have the meaning as set forth in the Recitals to this Agreement and depicted in Exhibit B-1 and as legally described in Exhibit B-2 attached hereto. "Tax-Exempt Note Interest Rate" shall have the meaning as set forth in Section 4D below. "Taxable Note Interest Rate"shall have the meaning as set forth in Section 4D below. "TIF Financing" means the portions of the TIF Revenue Stream from the Subject _g_ Property and/or proceeds of the Bonds payable to the Developer under the provisions of Section 7 hereof. "TIF Obligations" means the principal amount and all interest due under or with respect to all Bonds, each of the Notes and any other obligations issued or to be issued by the City, whether publicly sold or privately placed. "TIF Revenue Stream" shall mean the portion of the real property taxes collected with respect to the entire Redevelopment.Project Area that is required to be paid to the City Treasurer for deposit to the Special Tax Allocation Fund pursuant to Section 11-74.4-8(b) of the Act, as such provision may be amended from time to time. "TIF Revenue Stream from the Subject Property" shall mean the portion of the real property taxes collected with respect to the Subject Property that is required to be paid to the City Treasurer for deposit to the Special Tax Allocation Fund pursuant to Section 11-74.4-8(b) of the Act, as such provision may be amended from time to time, and Section 7 of this Agreement and the proceeds of any other tax or other source of legally available revenue which the City designates as "TIF Revenue Stream from the Subject Property", including any revenues generated pursuant to the provisions of Section 12 of this Agreement, and interest or other investment income earned on monies on deposit in the Sub-STAF Gifford 300 Account. "Uncontrollable Circumstance" means any event which (a) is beyond the reasonable control of and without the fault of the party relying thereon, and(b) includes but is not limited to the following events: (a) a Change in Law; (b) insurrection, riot, civil disturbance, sabotage, act of the public enemy, explosion, nuclear incident,war or naval blockade; -10- (c) epidemic, hurricane, tornado, landslide, earthquake, lightning, fire, windstorm, other extraordinary weather condition or other similar Act of God; or (d) governmental condemnation or taking;and (e) strikes or labor disputes. Uncontrollable Circumstances shall not include economic hardship, impossibility or impracticability of performance, commercial or economic frustration of purpose, strikes or labor disputes caused by the unlawful acts of the Developer or a failure of performance by a contractor (except as caused by events which are Uncontrollable Circumstances as to the contractor provided, however, that the exclusion of economic hardship, impossibility or impracticability of performance, and commercial or economic frustration of purpose from this definition of Uncontrollable Circumstances shall not constitute a waiver by a party of such as defenses at law or in equity. "Vertical Redevelopment" shall mean the construction of industrial and commercial buildings and other above-ground structures on the Subject Property, none of which is the obligation of the Owner or Developer under this Agreement except to market vacant lots created through the Horizontal Redevelopment of the Subject Property to other end users and developers as described in Section 2F below. C. Interpretive Clarifications. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words" include", includes and including shall be deemed to be followed by the phrase without limitation". -11- SECTION 2 HORIZONTAL REDEVELOPMENT OF SUBJECT PROPERTY A. It is the purpose and intent of the Parties that, tluough the TIF Financing herein extended to the Developer, the Developer shall pursue in good faith the Horizontal Redevelopment of the Subject Property. The Parties acknowledge that the Horizontal Redevelopment of the Subject Property is necessary in order to make the Subject Property ready for Vertical Development. As such, the Horizontal Redevelopment of the Subject Property will serve to implement a portion of the Redevelopment Plan with respect to the Redevelopment Project Area. . B. As used in this Agreement, the term "Horizontal Redevelopment" shall mean and include the following activities with respect to the Subject Property: • Reclamation Work • Constructing on-site and off-site public water, sanitary sewer, and storm sewer mains • Constructing on-site and off-site public roadway improvements • Constructing public sidewalk improvements • Establishing erosion control including to, but not limited to, storm water detention • Establishing public street lighting • Establishing landscaping on public areas • Extending all necessary off-site utilities to the site C. It is agreed and understood that the Developer will initially continue with only Reclamation Work on the Subject Property, and that said Reclamation Work will likely proceed in phases so as to prepare portions of the Subject Property for further Horizontal Redevelopment and, ultimately, for Vertical Redevelopment in phases (with such Vertical Redevelopment to be undertaken by others outside the purview of this Agreement). D. Prior to the Developer commencing any of the other Horizontal Redevelopment -12- activities of any portion or all of the Subject Property other than Reclamation Work, the Developer shall first submit to the City for its review and approval all plans, plat or other materials (collectively"Development Materials") required by the City Code in connection with the City's approval of a Final Plan or Final Plat of Subdivision for such portion (or all) of the Subject Property, and shall procure all permits and approvals (collectively "City Approvals for Horizontal Redevelopment") required by the City Code. Developer shall be allowed to seek final approval for the subdivision of portions of the Subject Property and shall not be required to submit a Final Plat of Subdivision thereof as a single unit, but may submit for approval in accordance with applicable ordinances of the City, such plats for phased development of the Subject Property, as the Developer may determine and as the City may approve. The Subdivision of the Subject Property into various lots shall conform to applicable city ordinances and generally accepted planning practices. Engineering for the development of the Subject Property, including,but not limited to,the size and location of any applicable utilities and streets, shall conform to applicable city ordinances, regulations, other applicable requirements of law and with generally accepted engineering practices as determined by the City Engineer. The City shall approve the Final Plats of Subdivision or Final Plans as submitted, if such plats or plans are consistent with applicable ordinances, sound engineering practices, as determined by the City, and the terms and conditions of this Agreement. Notwithstanding the foregoing,the City may,in its discretion, authorize construction by the Developer of infrastructure improvements for the benefit of all or any portion of the Subject Property prior to the approval of Final Plats of Subdivision or Final Plans (hereinafter "Early Approval") and in such event, the City may, in its discretion, issue to the Developer permits for infrastructure installation construction permits at the Developer's risk. As a condition to any such Early Approval, the infrastructure which is -13- sought to be installed pursuant thereto shall have first received final engineering review and approval by the City. E. The City agrees to use its best efforts to expeditiously review all such Development Materials submitted by the Developer in order to issue all required City Approvals for Horizontal Redevelopment, and to approve or disapprove same in writing within the normal course of the City's development review process. In the event of disapproval, the City shall provide written notice to Developer of the basis for such disapproval with sufficient written specificity as to the basis for such disapproval in order to provide the Developer and its engineers and consultants with a clear understanding of the changes required by the City in order to give its approval to said Development Materials and to issue all required permits in connection therewith. The City agrees that it shall not unreasonably withhold, condition or delay its (i) approval of any Development Materials submitted by the Developer or(ii) issuance of any City Approvals for Horizontal Redevelopment. F. The Owner and Developer shall use all commercially reasonable efforts to complete the Horizontal Redevelopment of the Subject Property by December 31, 2018. Without limiting the foregoing, the Owner and Developer shall complete the Horizontal Redevelopment of Phase 1 and Phase 2 of the Subject Property by December 31, 2018, with such Phase 1 and Phase 2 being depicted on the Phased Concept Plan attached hereto as Exhibit D (the "Phase 1 and Phase 2 Completion Deadline"). Such date and such Phase 1 and Phase 2 Completion Deadline shall be reasonably extended to the extent the Owner and/or Developer are delayed by reason of (i) Uncontrollable Circumstances, (ii) conditions prevailing in the real estate market for the Vertical Redevelopment of the Subject Property and to projects comparable thereto, or (iii) adverse market conditions leading to a lack of availability of sufficient amounts -14- of clean till material to reclaim Phase 1 and Phase 2. The Owner and Developer shall also use their commercially reasonable, good-faith efforts to market the vacant lots created through the Horizontal Redevelopment of the Subject Property to other end users and developers so as to promote the Vertical Redevelopment of the Subject Property as soon as is reasonably practicable in conjunction with and following such Horizontal Redevelopment, it being understood that prevailing market conditions will primarily dictate the rate of absorption of lots for the Vertical Redevelopment of the Subject Property. SECTION 3 DEDICATED IMPROVEMENTS: OWNER AND DEVELOPER CONCESSIONS AND OBLIGATIONS A. Upon review and recommendation by the City Engineer, the City Council shall accept such Dedicated Improvements upon the Dedicated Improvements having been constructed in compliance with applicable codes and ordinances of the City and upon the Vertical Improvements on the Subject Property, or in a subdivided phase of the Subject Property in question, having been substantially completed as determined by the City. Developer shall replace or repair damaged to Dedicated Improvements installed within, under or upon the Subject Property resulting from construction activities by the Developer and its employees, agents, contractors, sub-contractors and successors. Acceptance of the Dedicated Improvements shall be consistent with applicable City ordinances. B. The Owner shall grant easements reasonably required for the construction, extension, improvement, maintenance, and operation of the public infrastructure necessitated by the Dedicated Improvements, including the City's existing water system, sanitary sewer system, storm sewer system, storm water management system, wetland mitigation area, and of the utility -15- systems including without limitation, the appropriate gas, electric, telephone and cable television companies serving the Subject Property. C. The Owner shall dedicate all required right-of-way for roadways and public utility easement, and other collector and/or local roadways as may be designated as "public roadways" at the time of the approval of the Final Plat(s) of Subdivision or Final Plans(s). D. The foregoing grants of easement and dedications shall be undertaken at the Owner's sole cost and expense, it being agreed that the cost of any such grants of easements and/or dedications shall not be included in any calculation of Gifford 300 TIF-Eligible Costs. E. With respect to any Dedicated Improvement, Owner or the Developer will provide, at its expense, a title commitment, in the minimum applicable amount, to the City demonstrating proper title vesting in the City, or such public utility or other governmental entity designated by the City, and other similar and customary closing documents. The Developer shall not be obligated to pay for any of the City's legal, administrative, engineering or other professional service fees incurred in connection with these contributions or dedications provided that the Developer adheres to the City Code. SECTION 4 REIMBURSEMENT OF REDEVELOPMENT PROJECT COSTS The Parties agree that the improvements and expenses described in Exhibit F hereinafter represent a non-exhaustive description,and estimate of the types and amounts of various Gifford 300 TIF-Eligible Costs which are anticipated to be incurred, undertaken and implemented by the Developer on or with respect to the Horizontal Redevelopment of the Subject Property and which are to be financed as provided in this Redevelopment Agreement, in accordance with the following conditions and limitations: -16- A. To ensure that the objectives of the Redevelopment PIan are achieved as expeditiously as possible with respect to the Subject Property, the City agrees that the costs incurred or to be incurred by the Developer in undertaking the Horizontal Redevelopment on or with respect to the Subject Property and that qualify as eligible "redevelopment project costs" within the meaning of the TIF Act ( 65 ILCS 5/11-74.4-3(q)) and pursuant to the City's Redevelopment Plan (hereinafter referred to as "Gifford 300 TIF-Eligible Costs") shall be eligible for payment or reimbursement by the City to the Developer from a portion of the TIF Revenue Stream from the Subject Property as herein provided. The categories and estimated amounts of such Gifford 300 TIF-Eligible Costs are set forth on Exhibit F attached hereto. Notwithstanding the foregoing or anything else to the contrary in this Agreement, property acquisition costs for the Subject Property shall not be considered as Gifford 300 TIF-Eligible Costs and any such costs shall not be reimbursable pursuant to this Agreement or otherwise. B. Notwithstanding the actual amount expended by the Developer for Gifford 300 TIF-Eligible Costs, the maximum amount of such costs which are subject to payment or reimbursement by the City from the TIF Revenue Stream from the Subject Property shall not exceed the aggregate of (i) the principal amount of the 2012A Note,being Thirteen Million Five Hundred Thousand Dollars ($13,500,000), plus (ii) the principal amount of the Subordinate Note, being a maximum of Eight Million One Hundred Thousand Dollars ($8,100,000) or such smaller amount as may be determined in accordance with Section 5C below, plus (iii) interest on the 2012A Note and on the Subordinate Note as therein provided. C. Notwithstanding anything to the contrary in this Agreement, if the Owner or Developer breaches its obligation to complete the Horizontal Redevelopment of Phase 1 and Phase 2 the Subject Property by the Phase 1 and Phase 2 Completion Deadline (as more fully -17- described and defined in Section 2F hereof, and subject to such extensions thereof as is therein allowed), then until such breach is cured by the completion of the Horizontal Redevelopment of Phase 1 and Phase 2 of the Subject Property the City shall have those rights and remedies as set forth in Section 18 below. D. Interest on the periodically approved tranches of Approved Note Indebtedness under each Certificate of Expenditure approved by the City and attached to either of the Developer Notes that is tax-exempt will accrue at a rate as provided for in the Note Ordinance. All such interest will accrue and be calculated as simple interest and will begin to accrue as provided for in the Note Ordinance. E. It is the obligation of the City pursuant to this Agreement to pay or reimburse the Developer for Gifford 300 TIF-Eligible Costs up to Developer Reimbursement Amount plus interest, with such reimbursement to be made from the portion of the TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account and/or in Net Bond Proceeds, subject to the limitations and provisions of this Agreement. The City's obligations shall include, without limitation, (i) the issuance of TIF Obligations, and (ii) the reimbursement to the Developer of Gifford 300 TIF-Eligible Costs from a portion of the TIF Revenue Stream from the Subject Property, as provided in Section 7, and/or from Net Bond Proceeds, as provided in Section 8, and/or from other revenue sources, if any, as provided in Section 12B . F. It is anticipated that the cost of performing the various components of the Horizontal Redevelopment of the Subject Property may be more or less than the estimates set forth in Exhibit F. The Developer shall be entitled to allocate the savings or shortfall in any one category to another category provided that the total amount does not exceed the Developer -18- Reimbursement Amount and is consistent with the City's Redevelopment Plan. G. Notwithstanding anything to the contrary in this Agreement, any expenses, undertakings or improvements undertaken by or on behalf of the Owner and/or the Developer or their successors and assigns after the 23`d anniversary of the TIF Enabling Ordinances referred to in the recitals of this Agreement, shall not be considered a part of the Gifford 300 TIF Eligible Costs, shall not be eligible for Certificates of Expenditure and shall not be eligible for payment or reimbursement by the City pursuant to this Agreement or otherwise. All Requests for Issuance submitted by the Owner or the Developer to the City requesting a Certificate of Expenditure shall be submitted to by City no later than six months after the 23rd anniversary of the passage of the TIF Enabling Ordinances. SECTION 5 CALCULATION OF DEVELOPER REIMBURSEMENT AMOUNT: 2012A AND SUBORDINATE NOTES A. Upon the date of execution of this Agreement (the "Issuance Date") the City shall issue to the Developer pursuant to the Note Ordinance the City's tax-exempt note, in the face amount of Thirteen Million Five Hundred Thousand Dollars ($13,500,000) (the "2012A Note") as set forth in the Note Ordinance. The 2012A Note may be issued as a taxable note (i) with the Developer's prior written consent, which the Developer may give or withhold in its sole discretion, or (ii) if the City's tax counsel gives its opinion that said note may not legally be issued as a tax-exempt note. The 2012A Note shall be substantially in the form included in the Note Ordinance attached hereto as Exhibit C. Such 2012A Note will not impose any financial obligations on the City hereunder until the issuance of the first approved Certificate of Expenditure. Notwithstanding its maximum principal amount, the actual indebtedness owed to -19- the Developer by the City under the 2012A Note will be limited to an amount not to exceed the lesser of(i)Thirteen Million Five Hundred Thousand Dollars($13,500,000),or(ii)the aggregate amount of all Gifford 300 TIF-Eligible Costs incrementally incurred by the Developer and periodically verified and approved by the City in the City's various Certificates of Expenditure to be attached thereto. As the Developer incurs Gifford 300 TIF-Eligible Costs, the Developer shall make periodic Requests for Issuance to the City, accompanied by documentation as to the Gifford 300 TIF-Eligible Costs, for the issuance of a City Certificate of Expenditure pursuant to the requirements of Section 6 below. B. Simultaneously with the issuance of the 2012A Note, the City shall deliver the Subordinate Note to the Escrowee to be placed into an irrevocable escrow, as provided in the Note Ordinance. Upon the City's receipt of a Final Report (as defined in the Note Ordinance attached hereto as Exhibit C) and not sooner than the earlier of(i) the date which is seven (7) years after date of this Agreement,or(ii)the date on which an initial series of Bonds is issued by the City pursuant to a Bond Ordinance, the Escrowee, at the written direction of the City, shall release the escrowed Subordinate Note from escrow and deliver same to the Developer. The Subordinate Note shall be issued in the principal amount not to exceed Eight Million One Hundred Thousand Dollars ($8,100,000) or such smaller amount as may be determined in accordance with Section 5C hereof. The Subordinate Note shall be substantially in the form included in the Note Ordinance attached hereto as Exhibit C. C. The maximum principal amount of the Subordinate Note shall be equal to the smaller of the following: (i) Eight Million One Hundred Thousand Dollars ($8,100,000); or -20- (ii) If the projected unleveraged internal rate of return ("IRR") ("unleveraged" is defined to include a return calculation based upon the entire amount of Project costs without respect to equity and debt components) of the Project at the time of issuance of the Subordinate Note is greater than ten 10%percent , then the p ( ) rin i p c pal amount of the Subordinate Note will be reduced dollar-for-dollar below Eight Million One Hundred Thousand Dollars ($8,100,000) until a ten percent a (10%) unleveraged IRR is reached. The methodology used to calculate the unleveraged IRR for this calculation will be in the same methodology as calculated in the "gap" analysis as shown in Exhibit G attached hereto. As of the date of the issuance, actual costs and revenues will be used to the extent known and a mutually agreed upon assumptions will be used from that point forward. For example, if the unleveraged IRR is projected to be eleven percent (11%), the principal amount of the Subordinate Note would be reduced to the extent necessary to cause the projected IRR to be reduced to 10%, and so on. To the extent that capitalization rates are used to calculate IRR, these rates will be derived from forecasted Chicago regional terminal cap rate data as reported in the most recent available edition of Real Estate Research Corporation's quarterly "Real Estate Report." If this publication is not available at the time of calculation, a similar publication may be substituted. The Developer shall be responsible for the payment of any City audit or professional service costs related to the calculation and substantiation of the IRR calculation described above. -21- D. Each of the Notes shall be entitled to such payment of principal and interest, and shall have such security in the Pledged Monies, as more particularly provided in the Note Ordinance attached hereto as Exhibit C. E. Either or both of the Notes may be (i) assigned or pledged by the Developer as collateral to a senior lender,or(ii) sold or assigned by the Developer to an Accredited Investor or the Owner. The Developer may also transfer either or both of 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 Developer(in either case an"Affiliate"). F. The Notes shall be approved by the City's approval of the Note Ordinance. In the event of any conflict between the terms of the Note Ordinance and the terms of this Agreement, the terms of the Note Ordinance shall control. G. It is the intent of both the City and the Developer that, to the maximum extent feasible, interest on the Notes shall be excludable from gross income of the holders thereof for federal income tax purposes.Moreover,the City shall be obligated to use its best efforts to obtain and provide to the Developer, at the time of authorization of the Notes, an opinion of Bond Counsel satisfactory to the Developer that the interest on the Notes in question is excludable from gross income of the holders thereof for federal income tax purposes. If the City is unable to provide the Developer with such an opinion, the Notes shall bear interest at the Taxable Note Interest Rate. H. Notwithstanding anything to the contrary in this Agreement, it is agreed and understood that the Note(s) shall not be general obligations of the City and shall be non-recourse as to the City, and instead, shall be a special limited obligation of the City payable solely and -22- only from the portion of the TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account, and from the proceeds of any Bonds issued by the City pursuant to Section 8 hereof, and that.the all payments to be made by the City with respect to each of the Notes shall come exclusively from, and be dependent upon and wholly subject to receipt by the City of (i) sufficient TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account pursuant to this Agreement and(ii) subject to the provisions of Section 22 and other applicable requirements of law, other revenues as described in Section 12 hereof, if any. It is further agreed and understood that the Note(s) shall not constitute an indebtedness of the City or a loan of credit thereof within the meaning of any statutory or constitutional provision. I. Developer agrees to and shall pay when due all costs and fees of the City's Bond Counsel or other outside counsel retained by the City and any other costs or fees incurred by the City in connection with the Note(s), including, but not limited to, for the review, drafting or issuance of such Note(s). Such costs and fees paid by the Developer shall be considered as Gifford 300 TIF-Eligible Costs. SECTION 6 CERTIFICATES OF EXPENDITURE: REOUIRED SUPPORTING DOCUMENTATION Each Request for Issuance submitted by the Developer to the City requesting a Certificate of Expenditure shall be for a minimum amount of Two Hundred Fifty Thousand Dollars ($250,000) of Gifford 300 TIF-Eligible Costs, and (other than with respect to a Request for Issuance submitted with respect to the Prior Gifford 300 TIF-Eligible Costs as described in Section 6B below, which may be submitted by the Developer at any time), shall be submitted to -23- the City no more frequently than quarterly. (Such quarterly limitation shall also not apply to any resubmission of a Request for Issuance submitted to correct a Defective Request for Issuance as described in Section 6G below.) Each. Certificate of Expenditure shall be attached to the appropriate Developer Note (first to the 2012A Note until the aggregate of all such Certificates attached thereto total the amount not to exceed Thirteen Million Five Hundred Thousand Dollars ($13,500,000), and thereafter to the Subordinate Note until the aggregate of all such Certificates of Expenditure approved with respect to said Subordinate Note, when added to the amount not to exceed Thirteen Million Five Hundred Thousand Dollars ($13,500,000) principal amount of the 2012A Note, equals the Developer Reimbursement Amount. The aggregate of all such Certificates of Expenditure from time to time approved by the City shall sometimes herein be referred to as the"Approved Note Indebtedness". A. The City acknowledges that Developer shall have the right, at its election, to perform some or all of the Reclamation Work using its own force. Developer may submit to the City documentation as required by the City's Chief Financial Officer to establish Developer's average cost per cubic yard for performing such Reclamation Work. In the event the City's Chief Financial Officer approves an average per cubic yard cost for Developer performing such Reclamation Work such per cubic yard cost (which shall not include any amount for profit) shall be identified as the Internal Reclamation Rate. Said Internal Reclamation Rate may be periodically adjusted on each anniversary of the Effective Date by mutual and reasonable agreement between the parties. B. The City also acknowledges that Developer has, from and after September 10, 2008 and prior to the date of this Agreement, performed Reclamation Work and incurred other Gifford 300 TIF-Eligible Costs (the "Prior Gifford 300 TIF-Eligible Costs"). With respect to the Prior Gifford 300 TIF-Eligible Costs, the Developer shall, within one hundred twenty (120) -24- days of the Effective Date of this Agreement, submit to the City for its approval and for the issuance by the City of a Certificate of Expenditure, the applicable documentation required in subsections C through E below, along with its Request for Issuance. C. With respect to all Reclamation Work, a Certificate of Expenditure shall be issued by the City upon the Developer submitting the following documentation along with each Request of Issuance: (i) A topographical survey of the reclaimed area to verify the quantity of the fill so as to enable the independent engineer to issue a quantity certification for such Reclamation Work. (ii) An Owner'sworn statement listing the following: (a) The total estimated Reclamation Work; (b) Amount of Reclamation Work already completed; (c) Amount of Reclamation Work for which Developer is seeking a Certificate of Expenditure; (d) The total amount of money expended by the Developer for the Reclamation Work (excluding, however, Reclamation Work performed by the Developer using its own work force but only in the event in Internal Reclamation Rate has been agreed to between the parties pursuant to Section 6A hereof), including stating the amounts of each element of cost, including labor, materials, equipment and supplies; (e) The total amount of money received by the Developer from third parties (other than the Owner) for the Reclamation Work (such as, -25- by way of example, "tipping" or "dump" fees paid to the Developer by parties seeking to dump fill material on the Subject Property), which amount shall offset the amount of eligible expense for Developer in the applicable Certificate of Expenditure; (f) Approximate balance of Reclamation Work to be completed; and (iii) Such other documentation reasonably requested by the City to confirm the nature and extent of the Reclamation Work and the costs incurred by the Developer therefor. D. With respect to all other Horizontal Redevelopment Work that qualifies as a Gifford 300 TIF-Eligible Cost other than Reclamation Work (the "Other )Horizontal Redevelopment Work"), the Owner shall submit to the City along with each Request for Issuance an owners' sworn statement listing the following: (i) The name and address of the Developer, consultant and any other prime contractor with whom the Owner has or will contract with, and the kind of service, work and materials furnished for the Redevelopment Projects. (ii) A listing of each contract amount and where applicable, the unit costs and individual cost for the services to be performed. (iii) Identification of any amounts paid to date by the Owner, if any, to the Developer and any other prime contractor, the dates on which such payments were paid, the services or work performed, and the balance to become due to the Developer and balance to each such consultant and prime contractor, if any. (iv) Copies of each such contract, agreement, statement for services or -26- purchase orders. E. With respect to all Other Horizontal Redevelopment Work, the Developer shall submit to the City along with each Request for Issuance the following: (i) general contractor's sworn statement from the Developer and from each consultant and other prime contractor listed on the initial owner's sworn statement listing the following: (a) the name and address of the contractor, subcontractors, suppliers, consultants or vendors performing the services for the specific Gifford 300 TIF-Eligible Costs; (b) a listing of the contract amount and, where applicable, the unit costs and individual cost for the services to be performed; (c) the line item on Exhibit F to which the work relates; (d) identifying any amounts paid prior to the date of the submittal of the initial general contractor's sworn statement and sworn statements from any other prime contractors setting forth the amounts paid, the date of each payment, and a description of the work and services performed.. (ii) a revised general contractor's sworn statement if there is a material change in: (a) the parties performing the work.; (a) the contract amount of the work to be performed; (b) allocations to line items on Exhibit F. (iii) a copy of the contract, agreements, statement of services or purchase -27- orders previously incurred or executed for which the Developer will seek a Certificate of Expenditure. (iv) an invoice prepared by the contractor or vendor listing the value of the work completed to date, the amount previously paid on the contract, the amount due with this invoice and the retained amount (if any) to be deducted from the amount due and the amount due for this invoice; (v) current partial waivers of lien from the Developer, each prime contractor, and each subcontractor and material supplier for the amount shown to be paid with the Request for Issuance being presented and trailing partial lien waivers from all sub-subcontractors and subcontractor material suppliers shown on partial waivers submitted with the immediately preceding Request for Issuance; (vi) an invoice back up information for the Gifford 300 TIF-Eligible Costs, listing the individual work items, contract quantity, unit price, contract amount, completed items to date, previously billed and amount due with the submitted invoice; (vii) a certification from an independent professional engineer that the work has been completed and materials are in place and said engineer's opinion as to the value of the completed work and materials as indicated by the current Request for Issuance submitted by the Developer; and (viii) such other documentation reasonably requested by the City to confirm the nature and extent of the work performed and the costs thereof. F. When submitting invoices for final payment of any Gifford 300 TIF-Eligible -2 S- Cost, the Developer shall submit a signed Request for Issuance, or in the case where Bonds have issued, a "Memorandum of Final Payment" prepared and executed by the Owner and/or the Developer authorizing and requesting final payment to the Developer (or to any unpaid subcontractor) for the Gifford 300 TIF-Eligible Cost and documenting payment by the Developer of invoices. The following information shall be attached to the final Request for Issuance or Memorandum of Final Payment,as the case may be: 0) Updated and final Owner' Sworn Statement listing the Developer and all consultants and prime contractors with whom the Owner entered a contactor or hired to perform any service, furnish any labor and/or supply any materials in connection with the Horizontal Redevelopment of the Subject Property. (ii) Signed general contractor's sworn statement and a contractor's affidavit prepared and executed by the Developer and each consultant and prime contractor listed on the final Owner's Sworn Statement meeting the requirements of Section 6F(i) listing the subcontractors and material suppliers with the total contract price, the amount previously paid, and the amount of this final payment unless a final waiver from said contractor was previously submitted. (iii) Invoice prepared by the contractor or vender listing the value of the work completed to date, the amount previously paid on the contract, and the final amount due with this invoice. (iv) A final waiver of lien from the Developer, each prime contractor, all subcontractors, sub-subcontractors, material suppliers and any person that -29- REDEVELOPMENT AND FINANCING AGREEMENT This Redevelopment and Financing Agreement (the "Agreement") is dated as of this 13th day of June, 2012 , by and between the City of Elgin, an Illinois municipal corporation(the "City"), Gifford 300, LLC, an Illinois limited liability company (the "Owner"), and Bluff City Materials,Inc.,an Illinois corporation (the "Developer"). WITNESSETH: WHEREAS, the City has the authority, pursuant to the laws of the State of Illinois, to promote the health, safety and welfare of the City and its inhabitants, to prevent the spread of blight, to encourage private development in order to enhance the local tax base, to increase employment, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes; and WHEREAS, the City is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, as amended, 65 ILCS 5/11-74.4-1, et seq. (the "Act"), to finance redevelopment in accordance with the conditions and requirements set forth in the Act; and WHEREAS, pursuant to its Resolution 08-216 (the "Inducement Resolution") adopted by the Corporate Authorities (as hereafter defined) of the City on September 10, 2008, the City authorized the undertaking of a feasibility study on the designation of the Redevelopment Project Area(hereafter defined) and commonly known as the Bluff City/Quarry Redevelopment Area, as qualifying for tax incremental financing treatment under the Act; and, WHEREAS, to stimulate and induce redevelopment pursuant to the Act, the Corporate Authorities of the City have previously adopted the following ordinances with respect to the Bluff City/Quarry Redevelopment Area(collectively the "TIF Enabling Ordinances"): A. Ordinance No. S4-11, adopted May 11, 2011, entitled "An Ordinance of the City of Elgin, Kane and Cook Counties, Illinois, Approving a Tax Increment Redevelopment Plan and Redevelopment Project for the Bluff City Quarry TIF Redevelopment Project Area"; B. Ordinance No. 55-11, adopted May 11, 2011, entitled "An Ordinance of the City of Elgin, Kane and Cook Counties, Illinois, Designating Bluff City Quarry TIF Redevelopment Project Area of said City a Redevelopment Project Area Pursuant to the Tax Increment Allocation Redevelopment Act"; and C. Ordinance No. 56-11, adopted May 11, 2011, entitled "An Ordinance of the City of Elgin, Kane and Cook Counties, Illinois, Adopting Tax Increment Allocation Financing for Bluff City Quarry TIF Redevelopment Project Area"; and WHEREAS, the hereinafter defined Redevelopment Project Area consists of an area of land located in Elgin, Illinois and is graphically depicted in Exhibit A-1 and legally described in Exhibit A-2 attached hereto; and WHEREAS, within (and comprising a portion of) the Redevelopment Project Area are approximately 237.466 acres of vacant land 177.466 acres of which are owned by the Owner, such 237.466 acres being graphically depicted in Exhibit B-1 and legally described in Exhibit B- 2 attached hereto(the"Subject Property");and WHEREAS, the Subject Property requires substantial reclamation in order to make the Subject Property suitable for the intended redevelopment thereof with industrial and commercial uses; and WHEREAS, the Developer proposes to incur the hereinafter defied Gifford 300 TIF- Eligible Costs associated with the Developer's performance of the Horizontal Redevelopment (hereafter defined) of the Subject Property , the performance of which will serve a public purpose by reducing or eliminating conditions that in part qualify the Redevelopment Project Area as a blighted area or a conservation area under the Act and which are necessary to foster -2- private development and redevelopment within the Redevelopment Project Area; and WHEREAS, the City and the Developer each proposes to finance a portion of the said Gifford 300 TIF-Eligible Costs the costs to be incurred by Developer in connection with the implementation of said Horizontal Redevelopment by utilizing tax increment financing in accordance with the Act. NOW, THEREFORE, the City, the Owner and the Developer, in consideration of the premises and the mutual agreements herein contained and described, the sufficiency of which is hereby acknowledged, and subject to the conditions herein set forth, agree as follows: SECTION 1 RECITALS, DEFINITIONS AND INTERPRETIVE CLARIFICATIONS A. Recitals and Exhibits. The foregoing recitals and all Exhibits referenced in this Agreement are incorporated by reference into this Agreement. B. Definitions. Each of the following terms shall have the meaning set forth below: "Accredited Investor" shall have the same meaning as such tern is defined by Regulation D promulgated under the Securities Act of 1933, as amended. " "Act" shall have the meaning as set forth in the Recitals to this Agreement. "Affiliate" shall have the meaning as set forth in Section 5E below. "Agreement" shall mean this Redevelopment and Financing Agreement. "Approved Note Indebtedness" shall have the meaning as set forth in Section 6 below. "Bluff City/Quarry Area TIF District" shall mean the TIF District established by the TIF-Enabling Ordinances referred to in this Agreement. "Bond Counsel" shall mean Chapman and Cutler, LLP, Chicago, Illinois, or such -3- other law firm appointed by the City which is nationally recognized as having expertise in tax exempt financing. "Bonds" or "Developer Bonds" shall mean obligations of the City issued in accordance with the provisions of Section 8A below. "Certificates of Expenditure" shall mean a certificate issued by the City in accordance with this Agreement which demonstrates that the Developer has expended or incurred Gifford 300 TIF-Eligible Costs that qualify as "redevelopment project costs" under the Act, the mechanism for the issuance of which is more particularly set forth in Section b below. "Change in Law", shall mean the occurrence, after the Effective Date, of an event described in paragraph (a) below unless such event is excluded pursuant to paragraph (b) or paragraph (c)below: (a) Change in Law means any of the following: (i) the enactment, adoption, promulgation or modification of any federal, state or local law, ordinance, code, rule or regulation; (ii) the order or judgment or any federal, state or local court, administrative agency or other governmental body with respect to the subject matter of this Agreement; (iii)the imposition of any conditions on or delays in the issuance or renewal of any governmental license approval or permit (or the suspension, termination, interruption, revocation, modification, denial or failure of issuance or renewal thereof) necessary for the undertaking of the services to be performed under this Agreement; or(iv)the adoption, promulgation, modification or interpretation in writing of a written guideline or policy statement by a governmental agency(other than the City). (b) An event described in paragraph(a)above shall not be a Change in Law unless the -4- event materially changes the costs or ability of the party relying thereon to carry out its obligations under this Agreement. (c) An event which would otherwise be a Change in Law pursuant to paragraph (a) and paragraph (b) above shall not be a Change in Law if the event is caused by the actions or fault of the party relying thereon. "Ci ty" shall mean the City of Elgin, an Illinois municipal corporation, in Cook and Kane Counties, Illinois. "City Approvals for Horizontal Redevelopment" shall have the meaning as set forth in Section 2D below. "City Code" shall mean the Municipal Code of the City, as from time to time amended. "City Engineer" shall mean the person so designated by the City to the Developer. "Code" shall mean the United States Internal Revenue Code of 1986, as amended. "Continuing TIF Revenue Stream Component from the Subject Property" shall have the meaning as set forth in Section 7I below. "Corporate Authorities" shall mean the Mayor and other members of the City Council of the City of Elgin. "County" shall mean either Kane County, Illinois, or Cook County, Illinois. "Day" (or"day") shall mean a calendar day unless otherwise specified. Dedicated Improvements shall mean those components of the Horizontal Redevelopment of the Subject Property which, when completed, will be dedicated to and accepted and owned by the City, including, without limitation, sanitary, storm sewer and water, public streets and sidewalks, street lights and traffic signalization, streetscape landscaping and other such improvements typically constituting public improvements. -5- L "Defective Request for Issuance" shall have the meaning as set forth in Section 6G below. "Developer Notes" shall mean, collectively, the 2012A Note and the Subordinate Note, as more fully described in Sections 5A and 5B below, respectively, and in the Note Ordinance attached hereto as Exhibit C. "Developer Reimbursement Amount" shall have the meaning ascribed to it in Section 4B below. "Early Approval" shall have the meaning as set forth in Section 2D below. "Effective Date" shall mean the date set forth in Section 20 below. "Final Plan" shall mean a final site plan or other final development plan for any portion of the Subject Property as may be approved by the City in the context of a Planned Development (defined below) which applies to all or a portion of the Subject Property. "Final Plat of Subdivision" shall mean a final plat of subdivision with respect to all or a portion of the Subject Property, which has been or may be approved by the City. "Final Report" shall have the meaning as set forth in Section 5B below. "Gifford 300 TIF-Eligible Costs" shall have the meaning as set forth in Section 4A below. "Horizontal Redevelopment" shall have the meaning as set forth in Section 2B below. "Internal Reclamation Rate"shall have the meaning as set forth in Section 6A below. "Issuance Date" shall have the meaning as set forth in Section 5A below. "Memorandum of Final Payment" shall have the meaning as set forth in Section 6F below. "Net Bond Proceeds" shall mean the proceeds derived from the issuance of any series of Notes or Bonds as applicable, net of any costs of issuance, Bond Counsel Fees, issuer's -6- attorney's fees, underwriter's fee or discount, debt service reserve, additional reserve(s) or similar requirements, deposits for the payment of capitalized interest or other similar types of funding requirements generally applicable in connection with the issuance of tax increment bonds or Notes. "Note(s)" or "Developer Note(s)" means the obligations of the City issued in accordance with the provisions of Section 5 below and include the 2012A Note and the Subordinate Note,as described in the Note Ordinance attached hereto as Exhibit C. "Note Ordinance" means that City ordinance authorizing the issuance of any Note(s), the form of such Note Ordinance being attached hereto as Exhibit C. "Other Horizontal Redevelopment Work" shall have the meaning as set forth in Section 6D below. "Parties" shall mean the signatories to this Agreement, to wit, the City, the Owner and the Developer. "Permitted Encumbrances" means any mortgage securing a loan; all security interests granted by the Developer in connection with any mortgage or other loan and any amendment thereto; liens in favor or any Person lending money to the Developer to finance Redevelopment Projects or any portion thereof; liens in favor of any Person that arise in the ordinary course of business of the Developer and that do not in the aggregate materially impair the use and value of the Subject Property or the conduct of the Developer's business; easements, covenants, conditions and restrictions of record, and any customary exceptions to title that are contained in. the Owner's title insurance policy. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock contractor, trust, unincorporated organization, limited liability company or -7- government or any agency or political subdivision thereof, or any agency or entity created or existing under the compact clause of the United.States Constitution. "Phased Concept Plan" means that plan prepared by Bluff City Materials, Inc., dated February 7, 2011,titled."Elgin TIF Phase Layout",attached hereto as Exhibit D. "Phase I and Phase 2 Completion Deadline" shall have the meaning as set forth in Section 2G below. "Planned Developments" means any approval of one or more Planned Developments granted by the City with respect to the Subject Property, or portion thereof in accordance with the requirements of the City Code. "Prior Gifford 300 TIF-Eligible Costs" shall have the meaning as set forth in Section bB below. "Private Redevelopment Projects" shall mean privately owned buildings and improvements constructed on the Subject Property in accordance with its Vertical Redevelopment. "Project" shall mean the Horizontal Redevelopment of the Subject Property (or phase thereof, as the case may be). "Reclamation Work" shall mean the filling of all or a portion of the Subject Property, including all costs of procuring fill materials, and of hauling, engineering, surveying, soil testing, grading and compacting the materials associated with such filling and reclamation. "Redevelopment Plan" shall mean the "Redevelopment Plan" as defined in the City's Ordinance No. 54-11. "Redevelopment Project Area" shall mean the area of land located in the City graphically depicted in Exhibit A-1 and legally described in Exhibit A-2 attached hereto. -8- "Request for Issuance" shall mean a written request from the Developer substantially in the form. attached hereto as Exhibit E attached hereto and made a part hereof for the issuance of a Certificate of Expenditure and shall include the supporting documents as required in Section 6 of this Agreement. "Remaining TIF Revenue Stream from the Subject Property" shall have the meaning as set forth in Section 7F below. "Special Tax Allocation Fund" shall mean the fund established by the City pursuant to 65 ILCS 5/11-74.4-8, and into which all of the TIF Revenue Stream (hereafter defined) derived from the Redevelopment Project Area shall be initially deposited. (See also "STAF- Account".) "STAF-Account" shall have the same meaning as "Special Tax Allocation Fund", as such term is herein defined. "State" shall mean the State of Illinois. "Sub-STAF Gifford 300 Account" shall mean the account within the STAF-Account established pursuant to Section 7B of this Agreement. "Sub-STAF Municipal Account" means the account within the STAF-Account established pursuant to Section 7B of this Agreement. "Subject Property" shall have the meaning as set forth in the Recitals to this Agreement and depicted in Exhibit B-1 and as legally described in Exhibit B-2 attached hereto. "Tax-Exempt Note Interest Rate" shall have the meaning as set forth in Section 4D below. "Taxable Note Interest Rate" shall have the meaning as set forth in Section 4D below. "TIF Financing" means the portions of the TIF Revenue Stream from the Subject -9- Property and/or proceeds of the Bonds payable to the Developer under the provisions of Section 7 hereof. "TIF Obligations" means the principal amount and all interest due under or with respect to all Bonds, each of the Notes and any other obligations issued or to be issued by the City, whether publicly sold or privately placed. "TIF Revenue Stream" shall mean the portion of the real property taxes collected with respect to the entire Redevelopment Project Area that is required to be paid to the City Treasurer for deposit to the Special Tax Allocation Fund pursuant to Section 11-74.4-8(b) of the Act, as such provision may be amended from time to time. "TIF Revenue Stream from the Subject Property" shall mean the portion of the real property taxes collected with respect to the Subject Property that is required to be paid to the City Treasurer for deposit to the Special Tax Allocation Fund pursuant to Section 11-74.4-8(b) of the Act, as such provision may be amended from time to time, and Section 7 of this Agreement and the proceeds of any other tax or other source of legally available revenue which the City designates as "TIF Revenue Stream from the Subject Property", including any revenues generated pursuant to the provisions of Section 12 of this Agreement, and interest or other investment income earned on monies on deposit in the Sub-STAF Gifford 300 Account. "Uncontrollable Circumstance" means any event which (a) is beyond the reasonable control of and without the fault of the party relying thereon, and(b) includes but is not limited to the following events: (a) a Change in Law; (b) insurrection, riot, civil disturbance, sabotage, act of the public enemy, explosion, nuclear incident,war or naval blockade; -10- (c) epidemic, hurricane, tornado, landslide, earthquake, lightning, fire, windstorm, other extraordinary weather condition or other similar Act of God; or (d) governmental condemnation or taking; and (e) strikes or labor disputes. Uncontrollable Circumstances shall not include economic hardship, impossibility or impracticability of performance, commercial or economic frustration of purpose, strikes or labor disputes caused by the unlawful acts of the Developer or a failure of performance by a contractor (except as caused by events which are Uncontrollable Circumstances as to the contractor); provided, however, that the exclusion of economic hardship, impossibility or impracticability of performance, and commercial or economic frustration of purpose from this definition of Uncontrollable Circumstances shall not constitute a waiver by a party of such as defenses at law or in equity. "Vertical Redevelopment" shall mean the construction of industrial and commercial buildings and other above-ground structures on the Subject Property, none of which is the obligation of the Owner or Developer under this Agreement except to market vacant lots created through the Horizontal Redevelopment of the Subject Property to other end users and developers as described in Section 2F below. C. Interpretive Clarifications. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words" include", "includes" and"including" shall be deemed to be followed by the phrase"without limitation". -I i- SECTION 2 HORIZONTAL REDEVELOPMENT OF SUBJECT PROPERTY A. It is the purpose and intent of the Parties that, through the TIF Financing herein extended to the Developer, the Developer shall pursue in good faith the Horizontal Redevelopment of the Subject Property. The Parties acknowledge that the Horizontal Redevelopment of the Subject Property is necessary in order to make the Subject Property ready for Vertical Development. As such, the Horizontal Redevelopment of the Subject Property will serve to implement a portion of the Redevelopment Plan with respect to the Redevelopment Project Area. . B. As used in this Agreement, the term "Horizontal Redevelopment" shall mean and include the following activities with respect to the Subject Property: • Reclamation Work • Constructing on-site and off-site public water, sanitary sewer, and storm sewer mains • Constructing on-site and off-site public roadway improvements • Constructing public sidewalk improvements + Establishing erosion control including to, but not limited to, storm water detention + Establishing public street lighting • Establishing landscaping on public areas • Extending all necessary off-site utilities to the site C. It is agreed and understood that the Developer will initially continue with only Reclamation Work on the Subject Property, and that said Reclamation Work will likely proceed in.phases so as to prepare portions of the Subject Property for further Horizontal Redevelopment and, ultimately, for Vertical Redevelopment in phases (with such Vertical Redevelopment to be undertaken by others outside the purview of this Agreement). D. Prior to the Developer commencing any of the other Horizontal Redevelopment -12- activities of any portion or all of the Subject Property other than Reclamation Work, the Developer shall first submit to the City for its review and approval all plans, plat or other materials (collectively "Development Materials") required by the City Code in connection with the City's approval of a Final Plan or Final Plat of Subdivision for such portion (or all) of the Subject Property, and shall procure all permits and approvals (collectively "City Approvals for Horizontal Redevelopment") required by the City Code. Developer shall be allowed to seek final approval for the subdivision of portions of the Subject Property and shall not be required to submit a Final Plat of Subdivision thereof as a single unit, but may submit for approval in accordance with applicable ordinances of the City, such plats for phased development of the Subject Property, as the Developer may determine and as the City may approve. The Subdivision of the Subject Property into various lots shall conform to applicable city ordinances and generally accepted planning practices. Engineering for the development of the Subject Property, including, but not limited to, the size and location of any applicable utilities and streets, shall conform to applicable city ordinances, regulations, other applicable requirements of law and with generally accepted engineering practices as determined by the City Engineer. The City shall approve the Final Plats of Subdivision or Final Plans as submitted, if such plats or plans are consistent with applicable ordinances, sound engineering practices, as determined by the City, and the terms and conditions of this Agreement. Notwithstanding the foregoing,the City may, in its discretion, authorize construction by the Developer of infrastructure improvements for the benefit of all or any portion of the Subject Property prior to the approval of Final Plats of Subdivision or Final Plans (hereinafter "Early Approval") and in such event, the City may, in its discretion, issue to the Developer permits for infrastructure installation construction permits at the Developer's risk. As a condition to any such Early Approval, the infrastructure which is -.13- sought to be installed pursuant thereto shall have first received final engineering review and approval by the City. E. The City agrees to use its best efforts to expeditiously review all such Development Materials submitted by the Developer in order to issue all required City Approvals for Horizontal Redevelopment, and to approve or disapprove same in writing within the normal course of the City's development review process. In the event of disapproval, the City shall provide written notice to Developer of the basis for such disapproval with. sufficient written specificity as to the basis for such disapproval in order to provide the Developer and its engineers and consultants with a clear understanding of the changes required by the City in order to give its approval to said Development Materials and to issue all required permits in connection therewith. The City agrees that it shall not unreasonably withhold, condition or delay its (i) approval of any Development Materials submitted by the Developer or (ii) issuance of any City Approvals for Horizontal Redevelopment. F. The Owner and Developer shall use all commercially reasonable efforts to complete the Horizontal Redevelopment of the Subject Property by December 31, 2018. Without limiting the foregoing, the Owner and Developer shall complete the Horizontal Redevelopment of Phase 1 and Phase 2 of the Subject Property by December 31, 2018, with such Phase 1 and Phase 2 being depicted on the Phased Concept Plan attached hereto as Exhibit D (the "Phase 1 and Phase 2 Completion Deadline"). Such date and such Phase 1 and Phase 2 Completion Deadline shall be reasonably extended to the extent the Owner and/or Developer are delayed by reason of (i) Uncontrollable Circumstances, (ii) conditions prevailing in the real estate market for the Vertical Redevelopment of the Subject Property and to projects comparable thereto, or (iii) adverse market conditions leading to a lack of availability of sufficient amounts -14- of clean till material to reclaim Phase I and Phase 2. 'Hie Owner and Developer shall also use their commercially reasonable, good-faith efforts to market the vacant lots created through the Horizontal Redevelopment of the Subject Property to other end users and developers so as to promote the Vertical Redevelopment of the Subject Property as soon as is reasonably practicable in conjunction with and following such Horizontal Redevelopment, it being understood that prevailing market conditions will primarily dictate the rate of absorption of lots for the Vertical Redevelopment of the Subject Property. SECTION 3 DEDICATED IMPROVEMENTS: OWNER AND DEVELOPER CONCESSIONS AND OBLIGATIONS A. Upon review and recommendation by the City Engineer, the City Council shall accept such Dedicated Improvements upon the Dedicated Improvements having been constructed in compliance with applicable codes and ordinances of the City and upon the Vertical Improvements on the Subject Property, or in a subdivided phase of the Subject Property in question, having been substantially completed as determined by the City. Developer shall replace or repair damaged to Dedicated Improvements installed within, under or upon the Subject Property resulting from construction activities by the Developer and its employees, agents, contractors, sub-contractors and successors. Acceptance of the Dedicated Improvements shall be consistent with applicable City ordinances. B. The Owner shall grant easements reasonably required for the construction, extension, improvement, maintenance, and operation of the public infrastructure necessitated by the Dedicated Improvements, including the City`s existing water system, sanitary sewer system, storm sewer system, storm water management system, wetland mitigation area, and of the utility -15- systems including without limitation, the appropriate gas, electric, telephone and cable television companies serving the Subject Property. C. The Owner shall dedicate all required right-of-way for roadways and public utility easement, and other collector and/or local roadways as may be designated as "public roadways"at the time of the approval of the Final Plat(s) of Subdivision or Final Plans(s). D. The foregoing grants of easement and dedications shall be undertaken at the Owner's sole cost and expense, it being agreed that the cost of any such grants of easements and/or dedications shall not be included in any calculation of Gifford 300 TIF-Eligible Costs. E. With respect to any Dedicated Improvement, Owner or the Developer will provide, at its expense, a title commitment, in the minimum applicable amount, to the City demonstrating proper title vesting in the City, or such public utility or other governmental entity designated by the City, and other similar and customary closing documents. The Developer shall not be obligated to pay for any of the City's legal, administrative, engineering or other professional service fees incurred in connection with these contributions or dedications provided that the Developer adheres to the City Code. SECTION 4 REIMBURSEMENT OF REDEVELOPMENT PROJECT COSTS The Parties agree that the improvements and expenses described in Exhibit F hereinafter represent a non-exhaustive description and estimate of the types and amounts of various Gifford 300 TIF-Eligible Costs which are anticipated to be incurred, undertaken and implemented by the Developer on or with respect to the Horizontal Redevelopment of the Subject Property and which are to be financed as provided in this Redevelopment Agreement, in accordance with the following conditions and limitations: -16- A. To ensure that the objectives of the Redevelopment Plan are achieved as expeditiously as possible with respect to the Subject Property, the City agrees that the costs incurred or to be incurred by the Developer in undertaking the Horizontal Redevelopment on or with respect to the Subject Property and that qualify as eligible "redevelopment project costs'' within the meaning of the TIF Act ( 65 ILCS 5/11-74.4-3(q)) and pursuant to the City's Redevelopment Plan (hereinafter referred to as "Gifford 300 TIF-Eligible Costs") shall be eligible for payment or reimbursement by the City to the Developer from a portion of the TIF Revenue Stream from the Subject Property as herein provided. The categories and estimated amounts of such Gifford 300 TIF-Eligible Costs are set forth on Exhibit F attached hereto. Notwithstanding the foregoing or anything else to the contrary in this Agreement, property acquisition costs for the Subject Property shall not be considered as Gifford 300 TIF-Eligible Costs and any such costs shall not be reimbursable pursuant to this Agreement or otherwise. B. Notwithstanding the actual amount expended by the Developer for Gifford 300 TIF-Eligible Costs, the maximum amount of such costs which are subject to payment or reimbursement by the City from the TIF Revenue Stream from the Subject Property shall not exceed the aggregate of (i) the principal amount of the 2012A Note, being Thirteen Million Five Hundred Thousand Dollars ($13,500,000), plus (ii) the principal amount of the Subordinate Note, being a maximum of Eight Million One Hundred Thousand Dollars ($8,100,000) or such smaller amount as may be determined in accordance with Section 5C below, plus (iii) interest on the 2012A Note and on the Subordinate Note as therein provided. C. Notwithstanding anything to the contrary in this Agreement, if the Owner or Developer breaches its obligation to complete the Horizontal Redevelopment of Phase 1 and Phase 2 the Subject Property by the Phase I and Phase 2 Completion Deadline (as more fully -1.7- described and defined in Section 2F hereof, and subject to such extensions thereof as is therein allowed), then until such breach is cured by the completion of the Horizontal Redevelopment of Phase 1 and Phase 2 of the Subject Property the City shall have those rights and remedies as set forth in Section 18 below. D. Interest on the periodically approved tranches of Approved Note Indebtedness under each Certificate of Expenditure approved by the City and attached to either of the Developer Notes that is tax-exempt will accrue at a rate as provided for in the Note Ordinance. All such interest will accrue and be calculated as simple interest and will begin to accrue as provided for in the Note Ordinance. E. It is the obligation of the City pursuant to this Agreement to pay or reimburse the Developer for Gifford 300 TIF-Eligible Costs up to Developer Reimbursement Amount plus interest, with such reimbursement to be made from the portion of the TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account and/or in Net Bond Proceeds, subject to the limitations and provisions of this Agreement. The City's obligations shall include, without limitation, (i) the issuance of TIF Obligations, and (ii) the reimbursement to the Developer of Gifford 300 TIF-Eligible Costs from a portion of the TIF Revenue Stream from the Subject Property, as provided in Section 7, and/or from Net Bond Proceeds, as provided in Section 8, and/or from other revenue sources, if any, as provided in Section 12B . F. It is anticipated that the cost of performing the various components of the Horizontal Redevelopment of the Subject Property may be more or less than the estimates set forth in Exhibit F. The Developer shall be entitled to allocate the savings or shortfall in any one category to another category provided that the total amount does not exceed the Developer -18- Reimbursement Amount and is consistent with the City's Redevelopment Flan. G. Notwithstanding anything to the contrary in this Agreement, any expenses, undertakings or improvements undertaken by or on behalf of the Owner and/or the Developer or their successors and assigns after the 23`d anniversary of the TIF Enabling Ordinances referred to in the recitals of this Agreement, shall not be considered a part of the Gifford 300 TIF Eligible Costs, shall not be eligible for Certificates of Expenditure and shall not be eligible for payment or reimbursement by the City pursuant to this Agreement or otherwise. All Requests for Issuance submitted by the Owner or the Developer to the City requesting a Certificate of Expenditure shall be submitted to by City no later than six months after the 23`d anniversary of the passage of the TIF Enabling Ordinances. SECTION 5 CALCULATION OF DEVELOPER REIMBURSEMENT AMOUNT: 2012A AND SUBORDINATE NOTES A. Upon the date of execution of this Agreement (the "Issuance Date") the City shall issue to the Developer pursuant to the Note Ordinance the City's tax-exempt note, in the face amount of Thirteen Million Five Hundred Thousand Dollars ($13,500,000) (the "2012A Note") as set forth in the Note Ordinance. The 2012A Note may be issued as a taxable note (i) with the Developer's prior written consent,which the Developer may give or withhold in its sole discretion, or (ii) if the City's tax counsel gives its opinion that said note may not legally be issued as a tax-exempt note. The 2012A Note shall be substantially in the form included in the Note Ordinance attached hereto as Exhibit C. Such 2012A Note will not impose any financial obligations on the City hereunder until the issuance of the first approved. Certificate of Expenditure. Notwithstanding its maximum principal amount, the actual indebtedness owed to -19- the Developer by the City under the 2012A Note will be limited to an amount not to exceed the lesser of(i) Thirteen Million Five Hundred Thousand Dollars($13,500,000), or(ii) the aggregate amount of all Gifford 300 TIF-Eligible Costs incrementally incurred by the Developer and periodically verified and approved by the City in the City's various Certificates of Expenditure to be attached thereto. As the Developer incurs Gifford 300 TIF-Eligible Costs, the Developer shall make periodic Requests for Issuance to the City, accompanied by documentation as to the Gifford 300 TIF-Eligible Costs, for the issuance of a City Certificate of Expenditure pursuant to the requirements of Section b below. B. Simultaneously with the issuance of the 2012A Note, the City shall deliver the Subordinate Note to the Escrowee to be placed into an irrevocable escrow, as provided in the Note Ordinance. Upon the City's receipt of a Final Report (as defined in the Note Ordinance attached hereto as Exhibit C) and not sooner than the earlier of(i) the date which is seven (7) years after date of this Agreement, or(ii)the date on which an initial series of Bonds is issued by the City pursuant to a Bond Ordinance, the Escrowee, at the written direction of the City, shall release the escrowed Subordinate Note from escrow and deliver same to the Developer. The Subordinate Note shall be issued in the principal amount not to exceed Eight Million One Hundred Thousand Dollars ($8,100,000) or such smaller amount as may be determined in accordance with Section 5C hereof. The Subordinate Note shall be substantially in the form included in the Note Ordinance attached hereto as Exhibit C. C. The maximum principal amount of the Subordinate Note shall be equal to the smaller of the following: (i) Eight Million One Hundred Thousand Dollars ($8,100,000); or -20- 00 If the projected unleveraged internal rate of return ("IRR") ("unleveraged" is defined to include a return calculation based upon the entire amount of Project costs without respect to equity and debt components) of the Project at the time of issuance of the Subordinate Note is greater than ten percent (10%), then the principal amount of the Subordinate Note will be reduced dollar-for-dollar below Eight Million One Hundred Thousand Dollars ($8,100,000) until a ten percent (10%) unleveraged IRR is reached. The methodology used to calculate the unleveraged IRR for this calculation will be in the same methodology as calculated in the "gap" analysis as shown in Exhibit G attached hereto. As of the date of the issuance, actual costs and revenues will be used to the extent known and a mutually agreed upon assumptions will be used from that point forward. For example, if the unleveraged IRR is projected to be eleven percent (I I%), the principal amount of the Subordinate Note would be reduced to the extent necessary to cause the projected IRR to be reduced to 10%, and so on. To the extent that capitalization rates are used to calculate IRR, these rates will be derived from forecasted Chicago regional terminal cap rate data as reported in the most recent available edition of Real Estate Research Corporation's quarterly "Rear Estate Report." If this publication is not available at the time of calculation, a similar publication may be substituted. The Developer shall be responsible for the payment of any City audit or professional service costs related to the calculation and substantiation of the IRR calculation described above. -21- D. Each of the Notes shall be entitled to such payment of principal and interest, and shall have such security in the Pledged Monies, as more particularly provided in the Note Ordinance attached hereto as Exhibit C. E. Either or both of the Notes may be (i) assigned or pledged by the Developer as collateral to a senior lender,or(ii) sold or assigned by the Developer to an Accredited Investor or the Owner. The Developer may also transfer either or both of 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 Developer(in either case an"Affiliate"). F. The Notes shall be approved by the City's approval of the Note Ordinance. In the event of any conflict between the terms of the Note Ordinance and the terms of this Agreement, the terms of the Note Ordinance shall control. G. It is the intent of both the City and the Developer that, to the maximum extent feasible, interest on the Notes shall be excludable from gross income of the holders thereof for federal income tax purposes. Moreover,the City shall be obligated to use its best efforts to obtain and provide to the Developer, at the time of authorization of the Notes, an opinion of Bond Counsel satisfactory to the Developer that the interest on the Notes in question is excludable from gross income of the holders thereof for federal income tax purposes. If the City is unable to provide the Developer with such an opinion, the Notes shall bear interest at the Taxable Note Interest Rate. H. Notwithstanding anything to the contrary in this Agreement, it is agreed and understood that the Note(s) shall not be general obligations of the City and shall be non-recourse as to the City, and instead, shall be a special limited obligation of the City payable solely and -22- only from the portion of the TIF Revenue Stream from.the Subject Property to be deposited into the Sub-STAF Gifford 300 Account, and from the proceeds of any Bonds issued by the City pursuant to Section 8 hereof, and that.the all payments to be made by the City with respect to each of the Notes shall come exclusively from, and be dependent upon and wholly subject to receipt by the City of (i) sufficient TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account pursuant to this Agreement and(ii) subject to the provisions of Section 22 and other applicable requirements of law, other revenues as described in Section 12 hereof, if any. It is further agreed and understood that the Note(s) shall not constitute an indebtedness of the City or a loan of credit thereof within the meaning of any statutory or constitutional provision. I. Developer agrees to and shall pay when due all costs and fees of the City's Bond Counsel or other outside counsel retained by the City and any other costs or fees incurred by the City in connection with the Note(s), including, but not limited to, for the review, drafting or issuance of such Note(s). Such costs and fees paid by the Developer shall be considered as Gifford 300 TIF-Eligible Costs. SECTION 6 CERTIFICATES OF EXPENDITURE: REQUIRED SUPPORTING DOCUMENTATION Each Request for Issuance submitted by the Developer to the City requesting a Certificate of Expenditure shall be for a minimum amount of Two Hundred Fifty Thousand Dollars ($250,000) of Gifford 300 TIF-Eligible Costs, and (other than.with respect to a Request for Issuance submitted with respect to the Prior Gifford 300 TIF-Eligible Costs as described in Section 6B below, which may be submitted by the Developer at any time), shall be submitted to -23- the City no more frequently than quarterly. (Such quarterly limitation shall also not apply to any resubmission of a Request for Issuance submitted to correct a Defective Request for Issuance as described in Section 6G below.) Each Certificate of Expenditure shall be attached to the appropriate Developer Note (first to the 2012A Note until the aggregate of all such Certificates attached thereto total the amount not to exceed Thirteen Million Five Hundred Thousand Dollars ($13,500,000), and thereafter to the Subordinate Note until the aggregate of all such Certificates of Expenditure approved with respect to said Subordinate Note,when added to the amount not to exceed Thirteen Million Five Hundred Thousand Dollars ($13,500,000) principal amount of the 2012A Note, equals the Developer Reimbursement Amount. The aggregate of all such Certificates of Expenditure from time to time approved by the City shall sometimes herein be referred to as the"Approved Note Indebtedness". A. The City acknowledges that Developer shall have the right, at its election, to perform some or all of the Reclamation Work using its own force. Developer may submit to the City documentation as required by the City's Chief Financial Officer to establish Developer's average cost per cubic yard for performing such Reclamation Work. In the event the City's Chief Financial Officer approves an average per cubic yard cost for Developer performing such Reclamation Work such per cubic yard cost (which shall not include any amount for profit) shall be identified as the Internal Reclamation Rate. Said Internal Reclamation Rate may be periodically adjusted on each anniversary of the Effective Date by mutual and reasonable agreement between the parties. B. The City also acknowledges that Developer has, from and after September 10, 2008 and prior to the date of this Agreement, performed Reclamation Work and incurred other Gifford 300 TIF-Eligible Costs (the "Prior Gifford 300 TIF-Eligible Costs"). With respect to the Prior Gifford 300 TIF-Eligible Costs, the Developer shall, within one hundred twenty (120) -24- i � days of the Effective Date of this Agreement, submit to the City for its approval and for the issuance by the City of a Certificate of Expenditure, the applicable documentation required in subsections C through E below,along with its Request for Issuance. C. With respect to all Reclamation Work, a Certificate of Expenditure shall be issued by the City upon the Developer submitting the following documentation along with each Request of Issuance: (i) A topographical survey of the reclaimed area to verify the quantity of the fill so as to enable the independent engineer to issue a quantity certification for such Reclamation Work. (ii) An Owner'sworn statement listing the following: (a) The total estimated Reclamation Work; (b) Amount of Reclamation Work already completed; (c) Amount of Reclamation Work for which Developer is seeking a Certificate of Expenditure; (d) The total amount of money expended by the Developer for the Reclamation Work (excluding, however, Reclamation Work performed by the Developer using its own work force but only in the event in Internal Reclamation Rate has been agreed to between the parties pursuant to Section 6A hereof), including stating the amounts of each element of cost, including labor, materials, equipment and supplies; (c) The total amount of money received by the Developer from third parties (other than the Owner) for the Reclamation Work (such as, -25- by way of example, "tipping" or "dump" fees paid to the Developer by parties seeking to dump fill material on the Subject Property), which amount shall offset the amount of eligible expense for Developer in the applicable Certificate of Expenditure; (f) Approximate balance of Reclamation Work to be completed; and (iii) Such other documentation reasonably requested,by the City to confirm the nature and extent of the Reclamation Work and the costs incurred by the Developer therefor. D. With respect to all other Horizontal Redevelopment Work that qualifies as a Gifford 300 TIF-Eligible Cost other than Reclamation Work (the "Other Horizontal Redevelopment Work''), the Owner shall submit to the City along with each Request for Issuance an owners' sworn statement listing the following: (i) The name and address of the Developer, consultant and any other prime contractor with whom the Owner has or will contract with, and the kind of service, work and materials furnished for the Redevelopment Projects. (ii) A listing of each contract amount and where applicable, the unit costs and individual cost for the services to be performed. (iii) Identification of any amounts paid to date by the Owner, if any, to the Developer and any other prime contractor, the dates on which such payments were paid, the services or work performed, and the balance to become due to the Developer and balance to each such consultant and prime contractor, if any. (iv) Copies of each such contract, agreement, statement for services or -26- purchase orders. E. With respect to all Other Horizontal Redevelopment Work, the Developer shall submit to the City along with each Request for Issuance the following: (i) general contractor's sworn statement from the Developer and from each consultant and other prime contractor listed on the initial owner's sworn statement listing the following: (a) the name and address of the contractor, subcontractors, suppliers, consultants or vendors performing the services for the specific Gifford 300 TIF-Eligible Costs; (b) a listing of the contract amount and, where applicable, the unit costs and individual cost for the services to be performed; (c) the line item on Exhibit F to which the work relates; (d) identifying any amounts paid prior to the date of the submittal of the initial general contractor's sworn statement and sworn statements from any other prime contractors setting forth the amounts paid, the date of each payment, and a description of the work and services performed. (ii) a revised general contractor's sworn statement if there is a material change in: (a) the parties performing the work.; (a) the contract amount of the work to be performed; (b) allocations to line items on Exhibit F. (iii) a copy of the contract, agreements, statement of services or purchase -27- orders previously incurred or executed for which the Developer will seek a Certificate of Expenditure, (iv) an invoice prepared by the contractor or vendor listing the value of the work completed to date, the amount previously paid on the contract, the amount due with this invoice and the retained amount (if any) to be deducted from the amount due and the amount due for this invoice; (v) current partial waivers of lien from the Developer, each prime contractor, and each subcontractor and material supplier for the amount shown to be paid with the Request for Issuance being presented and trailing partial lien waivers from all sub-subcontractors and subcontractor material suppliers shown on partial waivers submitted with the immediately preceding Request for Issuance; (vi) an invoice back up information for the Gifford 300 TIF-Eligible Costs, listing the individual work items, contract quantity, unit price, contract amount, completed items to date, previously billed and amount due with the submitted invoice; (vii) a certification from an independent professional engineer that the work has been completed and materials are in place and said engineer's opinion as to the value of the completed work and materials as indicated by the current Request for Issuance submitted by the Developer; and (viii) such other documentation reasonably requested by the City to confirm the nature and extent of the work performed and the costs thereof. F. When submitting invoices for final payment of any Gifford 300 TIF-Eligible -28- Cost, the Developer shall submit a signed Request for Issuance, or in the case where Bonds have issued, a "Memorandum of Final Payment" prepared and executed by the Owner and/or the Developer authorizing and requesting final payment to the Developer (or to any unpaid subcontractor) for the Gifford 300 TIFF-Eligible Cost and documenting payment by the Developer of invoices. The following information shall be attached to the final Request for Issuance or Memorandum of Final Payment,as the case may be: (i) Updated and final Owner' Sworn Statement listing the Developer and all consultants and prime contractors with whom the Owner entered a contactor or lured to perform any service, furnish any labor and/or supply any materials in connection with the Horizontal Redevelopment of the Subject Property. (ii) Signed general contractor's sworn statement and a contractor's affidavit prepared and executed by the Developer and each consultant and prime contractor listed on the final Owner's Sworn Statement meeting the requirements of Section 617(i) listing the subcontractors and material suppliers with the total contract price, the amount previously paid, and the amount of this final payment unless a final waiver from said contractor was previously submitted. (iii) Invoice prepared by the contractor or vender listing the value of the work completed to date, the amount previously paid on the contract, and the final amount due with this invoice. (iv) A final waiver of lien from the Developer, each prime contractor, all subcontractors, sub-subcontractors, material suppliers and any person that -29- furnished labor and/or material in connection with the Redevelopment Projects. (v) Where applicable, invoice back up information for the project listing the individual work items, contract quantity, unit price, contract amount, final quantities of all completed items, previously billed and the final amount due with this invoice using the same form as used in Subsection D above. (vi) A sworn statement prepared and executed by the Developer which states that all work performed and covered by this Final Payment request has been performed in substantial compliance with the approved contract or agreement and is eligible for reimbursement pursuant to the provisions of this Agreement. G. The City's Staff shall have thirty (30) days from the date of submission by the 'Developer of a Request for Issuance to preliminarily approve same, or to request the Developer to supplement or revise the information submitted(providing detail as to any deficiency or defect alleged by the City) if the City's Staff determines, in good faith, that the original Request for Issuance was incomplete or otherwise defective (a "Defective Request For Issuance"). The City's Staff shall place the Request for Issuance on a meeting agenda of its Corporate Authorities in connection with a meeting occurring within thirty(30)days of the City's preliminary approval of the Request for Issuance. Upon the City Council's approval of said Request for Issuance, the City shall, within fifteen (1 5) days thereafter, execute and deliver to the Developer a Certificate of Expenditure is in compliance with such Request for Issuance and with the terms, provisions and limitations contained in this Agreement. -30- H. There shall be no formal public bid requirements pertaining to contracts entered into by the Developer with respect to Gifford 300 TIF-Eligible Costs. However, the Developer shall utilize such source selection procedures as are reasonably necessary for the selection of all contractors, subcontractors, material suppliers and others furnishing materials or labor for the Project in order to obtain reasonable pricing for all aspects of the Horizontal Redevelopment Work. Developer shall, upon request of the City, provide the City copies of any contracts for such Horizontal Redevelopment Work and copies of any documents relating to bids, requests for proposals or other source selection for such contracts. Notwithstanding the foregoing, it is agreed that Developer shall have the right, at its election, to self-perform and/or to cause any of its affiliates to perform any portion of the Horizontal Redevelopment Work and/or provide labor and materials to be incorporated therein and the costs of which will constitute Gifford 300 TIF- Eligible Costs to ultimately become incorporated as part of the Approved Note Indebtedness as long as any such work is performed or obtained at a reasonable price. The Developer and any of its affiliates, contractors or subcontractors, to the extent required by law, shall comply with the Prevailing Wage Act at 820 ILCS 130/0.01 et seq., as amended, in all respects in the performance of the work relating to the Project, including, without limitation, paying the prevailing wages required therein. SECTION 7 ALLOCATION OF TIF REVENUE STREAM FROM THE SUBJECT PROPERTY: APPLICATION OF AMOUNTS ON DEPOSIT The City and the Developer recognize and agree that the City's obligation to pay or reimburse the Developer for Gifford 300 TIF-Eligible Costs or to pay TIF Obligations is a limited obligation and wholly subject to the receipt by the City of sufficient TIF Revenue Stream -31- from the Subject Property which is to be deposited into the Sub-STAF Gifford 300 Account pursuant to this Agreement to provide for such payment or reimbursement. It is further agreed as follows: A. The City shall deposit the entire TIF Revenue Stream from the Subject Property to the Special Tax Allocation Fund(STAF-Account)upon receipt thereof. B. All TIF Revenue Stream from the Subject Property so credited to the STAF- Account shall thereafter be divided and credited as follows: (i) Twenty percent(20%)to the Sub-STAF Municipal Account;and (ii) Eighty percent(80%)to the Sub-STAF Gifford 300 Account C. Amounts on deposit in the Sub-STAF Municipal Account shall be used in the City's sole discretion, in accordance with the Act. D. Amounts on deposit in the Sub-STAF Gifford 300 Account shall be used only for the payment of TIF Obligations in conformance with this Agreement. Notwithstanding anything to the contrary in this Agreement, in the event monies remain on deposit in the Sub- STAF Gifford 300 Account after, all of the City's TIF Obligations have been paid in conformance with this Agreement,then such remaining monies may be used for other purposes in the City's sole discretion,in accordance with the Act. E. All TIF Obligations shall mature no later than 20-years from the date of issuance or the expiration of the Redevelopment Project Area and Tax Increment Allocation Financing. However,the City's obligations under the Continuing TIF Revenue Stream Component from the Subject Property shall be in conformance with Section 7F below. F. To the extent that (i) any principal of or interest on any TIF Obligation is unpaid on the 23rd anniversary of the adoption of the TIF Enabling Ordinances, and (ii) the City is li -32- authorized, pursuant to the Act, to receive TIF Revenue Stream from the Subject Property generated by taxes levied before or after said date (said taxes hereinafter referred to as the "Remaining TIF Revenue Stream from the Subject Property"), the City agrees that it will transfer Remaining TIF Revenue Stream from the Subject Property to the Sub-STAF Municipal Account and to the Sub-STAF Gifford 300 Account, in accordance with the allocation formula set forth in Section 7B above, to pay from the Sub-STAF Gifford 300 Account such unpaid principal and interest on such TIF Obligations, subject to the limitations and terms of this Agreement, and only to the extent that TIF eligible costs are available to be paid. By way of example only, and not by way of limitation, if the TIF District expires after 23 years from its designation, but the City receives TIF Revenue Stream generated from the Subject Property in the 24" year,then the City shall apply such TIF Revenue Stream received in said 24th year to the payment of any outstanding TIF Obligations. G. The City covenants that so long as there is money due and owing the Developer under this Agreement, the City shall not: (a) encumber the Sub-STAF Gifford 300 Account for any purpose, nor shall it borrow, use or pledge the Sub-STAF Gifford 300 Account unless otherwise agreed to by Developer; (b) use funds in the Sub-STAF Gifford 300 Account directly or indirectly in any fashion other than as set forth in this Agreement; or in the Note Ordinance; or (c) use funds in the Sub-STAF Gifford 300 Account to replace any other source of revenue or to repay any other obligation of the City now existing or arising during the term. of this Agreement. H. Notwithstanding anything to the contrary in this Agreement, the City and Developer recognize and agree that the City's obligation to pay TIF Obligations or reimburse the Developer for Gifford 300 TIF-Eligible Costs or to make any other payments pursuant to -33- this Agreement, is (i) non-recourse as to the City and (ii) is, instead, a special and limited obligation of the City payable solely and only from, and wholly subject to receipt of, sufficient TIF Revenue Stream from the Subject Property to be deposited in the Sub-STAF Gifford 300 Account pursuant to this Agreement to provide for such payment or reimbursement and the source of any payments from the City pursuant to this Agreement shall be entirely and solely and only from the portion of the TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account pursuant to this Agreement. I. The City covenants and agrees that, for the full term of this Agreement, the City shall take all actions authorized by law to prevent the TIF Revenue Stream from the Subject Property required to be deposited by the City into the Sub-STAF Gifford 300 Account from being deemed"surplus funds"within the meaning of Section 11-74.4-7 of the Act. SECTION 8 ISSUANCE OF BONDS A. Upon Developer's request made in compliance with this Section 8, the City shall use its reasonable best efforts to issue one or more series of tax-exempt, non-credit enhanced tax increment revenue bonds (collectively the `Bonds") in the amount required to yield Net Bond Proceeds in a sum sufficient to pay to the Developer all (or such lesser part as the Developer may specify) of the Approved Note Indebtedness then due and owing, plus any interest which has accumulated thereon, in order to prepay all or a portion of the Note(s)to the extent the Bonds are deemed marketable by the underwriter selected by the City. The source of repayment for the Bonds shall be entirely and solely and only from the portion of TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account. With respect to the issuance of Bonds it is further agreed that: -34- (i) the City shall not be required to issue any such Bonds unless it is determined by the City in consultation with a reputable bond underwriter that: (A) said Bonds are marketable on a non-credit enhanced basis (or with such credit enhancement as the Owner or Developer may, in its discretion, elect to post); (B) there is a clear and demonstrable TIF Revenue Stream from the Subject Property otherwise required to be deposited into the Sub- STAF Gifford 300 Account that is not less than 1.25 times coverage of debt service, as evidenced by a qualified investment banker approved by the City that market conditions for the issuance and sale of such Bonds have been achieved. The Parties acknowledge that typical "market requirements" for non-recourse TIF revenue bonds are as follows: o A certain percentage of the Project shall be pre-leased, leased or sold to tenants, ground lessees and/or purchasers. o Developer and/or subsequent developers (in the case of a ground lease or pad sale) shall have secured a binding commitment from a construction lender to provide funds to construct the Project. o Developer or subsequent developers (in the case of a ground lease or pad sale) shall have entered into a lump -35- sum agreement with a general contractor to construct the Project. B. To the extent issued, the Bonds will have first lien on the Sub-STAF Gifford 300 Account. C. The Developer may request that the City issue one or more series of Bonds and the Developer and/or the Owner shall have the option of providing an appropriate credit enhancement (e.g., a letter of credit) in order to make the Bonds marketable, or to improve the required rate of interest payable under the Bonds. If such credit enhancement is provided by the Developer or Owner, then once the Project has performed to a level that non-recourse TIF Revenue Bonds may be issued and funded without credit enhancement, the City shall, to the extent permitted by law, at the request of the Developer or Owner, issue new Bonds to refund the series of bonds guaranteed or otherwise credit enhanced by the Developer or Owner. D. The Bonds shall be underwritten by a qualified investment banker approved by the City. E. The City and Developer will make all reasonable efforts, to the extent possible, to ensure that interest on the Bonds will be excludable from gross income of the owners thereof for purposes of federal income taxation. However, it is anticipated that any series of Bonds guaranteed or credit-enhanced by the Developer or Owner will not be tax-exempt. F. Additionally, at the sole discretion of the City, Bonds may be issued which are secured solely by amounts on deposit or to be on deposit in the Sub-STAF Municipal Account and the proceeds of such Bonds may be used by the City, in its sole discretion in accordance with the Act. -36- G. The Developer acknowledges that it and not the City will have access to or possession of the material facts relating to the Private Redevelopment Projects and that the Developer will be required and hereby agrees to obtain and disclose and warrant, to the extent of the Developer's actual knowledge, without any duty of investigation the accuracy and completeness of such facts in connection with the issuance of any Bonds and also from time to time thereafter in order to comply with applicable securities laws, including expressly the continuing disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission, or successor rule or regulation. H. If the City loses its status as an issuer of "Bank Qualified Tax Exempt Obligations" as defined in the Code (or under the related rules and regulations promulgated thereunder) as a result of the issuance of the any Bonds the issuance of which was requested by the Developer, then, subject to the provisions of Section 22, the Developer shall pay to the City its prorata share (Developer's Notes or Bonds divided by all Notes or Bonds issued by the City in that year on behalf of Developer and other third parties) of the cost of the "interest rate differential" resulting from the loss of such status, in regard to the City's issuance of other tax exempt obligations in the year that the Bonds or Notes are issued. The"interest rate differential" shall be computed as follows: (i) Determine the difference in the individual Thompson Reuters MMD reoffering rate scale (the "Scale") for the sale date between bonds with the same Moody's Investor Service rating as the City's rating on the same date as the Scale under the "bank qualified" scale vs. the "non bank qualified" scale for the same rating; (ii) compute the net present value of the difference in (i) based upon the net -37- interest cost on the non bank qualified bonds; subtract from (ii) any premium received by the City in the transaction or add any original issue discount required of the City in the transaction. The resulting amount shall due in full from the Developer within sixty (60) days of the close of the sale of the Bonds. I. Notwithstanding anything to the contrary in this Agreement, it is agreed and understood that the Bonds shall not be general obligations of the City and shall be non-recourse as to the City, and instead, shall be a special and limited obligation of the City payable solely and only from the portion of the TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account, and that the repayment of any such Bonds shall be wholly subject to receipt by the City of sufficient TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account pursuant to this Agreement. The Bonds shall not constitute an indebtedness of the City or a loan of credit thereof within the meaning of any statutory or constitutional provision. J. Developer agrees to be responsible for and pay when due all costs of the City or other costs incurred in connection with the issuance of any Bonds to repay either or both of the Notes, including, without limitation, the costs associated with(i) the procurement of a feasibility report, (ii) underwriter's fees, and (iii) all of the costs and fees of the City's Bond Counsel. As an alternative to requiring direct payment of such bond costs by the Developer, to the extent practicable and to the extent permitted by law, all such bond costs shall be paid from the proceeds of the sale of such Bonds. -3 8- SECTION 9 SPECIAL ASSESSMENTS:IMPACT FEES The City agrees that it will not, without Developer's prior written consent and without first obtaining the advice of Bond Counsel that any such action will not impair the tax exempt status of interest paid on TIF Obligations issued on a tax exempt basis under the Code, make or create any special assessment against the Subject Property or charge any impact fees not currently contained within the City Code against the Subject Property during the term of this Agreement. The foregoing sentence shall not apply and City or County impact fees that are generally applicable to all properties within such political jurisdiction that are similarly situated. SECTION 10 TIF FINANCIAL STATEMENTS The City agrees to provide to the State in a timely manner all information required to demonstrate continued compliance with the requirements of the Act. The City shall promptly provide the Developer a copy of all such information submitted to the State. The City also agrees that the Developer shall have the right and authority to review from time to time and upon reasonable notice the books and records of the City related to the Redevelopment Project Area and the Special Tax Allocation Fund. SECTION I PROJECT COORDINATORS The City shall, within thirty (30) days after the Effective Date, provide the Developer with the name of the City's project coordinator with respect to matters that may arise during the performance of this Agreement, and such person shall have authority to transmit instruction and receive information and confer with the Developer's project coordinator. The Developer shall, -39- within thirty (30) days after the Effective Date, provide the City with the name of the Developer's Project coordinator with respect to matters that may arise during the performance of this Agreement, and such person shall have authority to transmit instructions and receive information and confer with the City's project coordinator. The City or the Developer may change their respective designations of project coordinators from time to time by notice to the other party. SECTION 12 LIMITED OBLIGATIONS A. The obligations of the City under this Agreement to pay or reimburse Gifford 300 TIF-Eligible Costs, to make payments towards TIF Obligations or to make any other payments pursuant to this Agreement are not general obligations of the City, the County, the State or any political subdivision thereof; it being understood that these obligations are being incurred in connection with the Redevelopment Plan and are limited as set forth herein and the City shall have no obligation or responsibility to pay such obligations except solely and only from the allocation of the portion of the TIF Revenue Stream from the Subject Property to be deposited into the Sub-STAF Gifford 300 Account as provided in this Agreement. The TIF Obligations or other payments to be made by the City pursuant to this Agreement do not constitute an indebtedness of the City or a loan of credit thereof within the meaning of any statutory or constitutional provision. B. In the event that all or a portion of the Subject Property is taken by eminent domain an eminent domain award or settlement received b the Owner or Developer shall be Y Y I� retained by the Owner or Developer. During the term of the Bluff City Quarry TIF District, the City shall not exercise its power or eminent domain with respect to the Subject Property except -40- to acquire road or utility easements. If legislation is passed by the Illinois General Assembly which repeals, eliminates or reduces all or any portion of the TIF Revenue Stream from the Subject Property, the City and the Developer agree that they will consult promptly in efforts to identify an appropriate replacement tax or taxes and enact such a replacement tax or taxes. Subject to the revisions of Section 22, the City shall not unreasonably refuse to enact a reasonable replacement tax or taxes, provided that any such taxes are not a general obligation of the City and. are payable solely from taxes or other revenues generated solely on the Subject Property. SECTION 13 OWNER'S AND DEVELOPER'S OBLIGATIONS A. Adherence to Federal, State and Local Requirements. All work performed by the Owner or Developer anal/or their respective successors and/or assigns with respect to the Horizontal Redevelopment of the Subject Property and/or the Vertical Redevelopment of the Subject Property shall conform to all applicable federal, state and local laws, regulations and ordinances, including but not limited to building codes, environmental codes and life safety codes. B. Progress Reports. Until the Horizontal Redevelopment of the Subject Property and the Vertical Redevelopment of the Subject Property have been completed, the Developer shall make annual progress reports to the City regarding the progress of such work. Developer shall not be required to provide progress reports on those portions of the Subject Property after Developer has reported to the City that such portion(s) of the Subject Property has been sold to a third party for Vertical Development. C. Security for Public ILq rop vements. The existence of tax increment financing shall -41- not in any manner excuse the Owner's or Developer's obligations under the City's Subdivision Ordinance or otherwise provided by law, to post security in the form of a letter of credit or performance and payment bonds to guaranty completion and full payment for any and all public improvements. SECTION 14 REPRESENTATIONS AND WARRANTIES OF THE OWNER AND DEVELOPER The Owner and Developer represent, warrant and agree as the basis for the undertakings on their part herein contained that: A. Organization. The Owner is an Illinois limited liability company and the Developer is an Illinois corporation, each duly organized and existing under the laws of the State of Illinois, authorized to do business in Illinois, and have the power to enter into and by proper action have been duly authorized to execute,deliver and perform this Agreement. B. Non-conflict or Breach. To the best of the Owner's and Developer's knowledge, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts with or results in a breach of any of the terns, conditions, or provisions of any offering or disclosure statement made or to be made on behalf of the Owner and Developer, any restriction, agreement or instrument to which the Owner and Developer are now a party under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the assets or rights pursuant to this Agreement of the Owner and Developer or any related party, under the terms of any instrument or agreement to which the Owner and Developer or any related party is now a party or by which the Owner and -42- Developer or any related party is bound. C. Pending Lawsuits. To the best of the Owner's and Developer's knowledge, there are no lawsuits either pending or threatened that would affect the ability of the Owner or Developer to proceed with the construction and development of the Public Redevelopment Projects. SECTION 15 REPRESENTATIONS AND WARRANTIES OF THE CITY The City represents, warrants and agrees as the basis for the undertakings on its part herein contained that: A. Or anization and Authority. The City is a municipal corporation duly organized and validly existing under the laws of the State of Illinois and has all requisite corporate power and authority to enter into this Agreement. B. Litigation. To the best of the City's knowledge, there are no proceedings pending or threatened against or affecting the City or the Redevelopment Project Area in any court or before any governmental authority which involve the possibility of materially or adversely affecting the ability of the City to perform its obligations under this Agreement. C. Authorization. To the best of the City's knowledge, the execution, delivery and the performance of this Agreement and the consummation by the City of the transactions provided for herein and the compliance with the provisions of this Agreement (i) have been duly authorized by all necessary corporate action on the part of the City; (ii)require no other consents, approvals or authorizations on the part of the City in connection with the City's execution and delivery of this Agreement; and (iii) shall not, by lapse of time, giving of notice or otherwise result in any breach of any term, condition or provision of any indenture, agreement or other -43- instrument to which the City is subject. D. Closing Documentation. In connection with the issuance of each TIF Obligation, the City will execute or provide closing certifications, representations and opinions of the type generally provided in connection with the issuance of similar municipal obligations. SECTION 16 ADDITIONAL COVENANT/S OF THE OWNER AND DEVELOPER A. Developer Existence. The Owner and Developer will do or cause to be done all things necessary to preserve and keep in full force and effect their existence and standing as corporations authorized to do business in the State,so long as the Owner and Developer maintain an interest in the Subject Project or have any other remaining obligations pursuant to the terms of this Agreement. B. Construction Schedule. The Owner and Developer shall complete the Project as provided in Section 2F above. C. Insurance. The Owner and Developer agree to maintain all necessary insurance with respect to the Project in accordance with the requirements of this Agreement. D. Further Assistance and Corrective Instruments. The City, Owner and Developer agree that they will, from time to time, execute, acknowledge and deliver, or cause to be delivered, such supplements hereto and such further instruments as may be reasonably required for carrying out the intention of or facilitating the performance required of this Agreement. E. No Bribes. The Owner and Developer covenant that no officer, director, member, employee or agent of Owner or Developer, or any other person connected with Owner or Developer, have made or offered, either directly or indirectly, to any officer, employee or agent of the City or any person connected with the City, any money or anything of value as a bribe or -44- r other means of influencing his or her action in his or her capacity with the City. F. Ownership of Project Site. Owner owns the Subject Property in fee simple, free and clear of any encumbrances other than Permitted Encumbrances and as evidence thereof the Developer shall submit to the City a title policy commitment for the Subject Property. G. Assignment. Except as provided in Section 5E or in the event of an assignment to the Owner, the Developer's obligations under this Agreement may not be assigned without the City's prior consent which the City may withhold in its sole and absolute discretion. H. Transfer of Property.Nothing herein shall prohibit the transfer of all or part of the Subject Property, however, the City's obligations hereunder shall not be transferable to such grantee or transferee except as provided in Section 5E without the City's consent. The transferee of such property shall not take subject to the obligations of the Developer or the Owner except as provided in subsection G above, it being expressly understood and agreed that Developer may assign the Note(s) without a transfer of the Subject Property subject to the provisions hereof. SECTION 17 RIGHTS OF INSPECTION AND RIGHT TO AUDIT BOOKS AND RECORDS The Owner and Developer agree that the City shall have the right and authority to review and/or audit, from time to time, the Owner's and/or Developer's books and records relating to the Horizontal Redevelopment and/or Vertical Redevelopment of the Subject Property and the Gifford 300 TIF-Eligible Costs incurred or contracted for in connection therewith(including the Owner's and Developer's loan statements, general contractors sworn statements, general contracts, material purchase orders, waivers of lien, paid receipts and invoices). The Owner and Developer shall also submit to the City such information about the Dedicated Improvements, the Horizontal Redevelopment and/or Vertical Redevelopment of the Subject Property, the -45- Gifford 300 TIF-EIigible Costs, or other matters which are related to the terms and conditions of this Agreement, including financial information, as may be reasonably requested by the City to enforce the terms and provisions of this Agreement. SECTION 18 EVENTS OF DEFAULT AND REMEDIES A. Events of Default.The following shall be"Events of Default"with respect to this Agreement: (i) If any material representation made by the Owner, the Developer or the City in this Agreement, or in any certificate, notice, demand or request made by the Owner, Developer or the City, in writing and delivered to the other party pursuant to or in connection with any of said documents shall prove to be untrue or incorrect in any materials respect as of the date made; provided that such default shall only constitute an Event of Default if the defaulting party does not, within sixty(60) days after written notice from the non-defaulting party, initiate and diligently pursue appropriate measures to remedy the default. (ii) Default in the performance or breach of any material covenant contained in this Agreement concerning the financial condition of or the existence or structure of the Owner or Developer,provided that such default shall only constitute an Event of Default if the defaulting party does not, within sixty (60) days after written notice from the non-defaulting party, initiate and diligently pursue appropriate measures to remedy the default. (iii) Default in the performance or breach of any other material covenant, -46- warranty or obligation of either party in this Agreement; provided that such default shall only constitute an Event of Default if the defaulting party does not, within sixty (60) days after written,notice from the non- defaulting party, initiate and diligently pursue measures to remedy the default. (iv) The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Owner or Developer in any involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official) of the Owner or Developer for any substantial part of its property or ordering the winding-up or liquidation of its affairs and the continuance of such any decree or order unstayed and in effect for a period of sixty(60) consecutive days. (v) The commencement by the Owner or Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by the Owner or Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Owner or Developer or of any substantial part of the Owner's or Developer's property, or the making by any such entity or any assignment for the benefit of creditors or the failure of the Owner or Developer generally to pay such entity's debts as such -47- debts become due or the taking of action by the Owner or Developer in furtherance of any of the foregoing. B. Remedies for Default. (i) Subject to the limitations set forth in the succeeding subsections of this Section 1813, in the case of an Event of Default by either party hereto or any successors to such party, such party or successor shall, upon written notice from the other,take immediate action to cure or remedy such Event of Default within sixty (60) days after receipt of such notice. If, in such case, action is not taken or not diligently pursued, or the Event of Default or breach shall not be cured or remedied within a reasonable time, the aggrieved party may take such actions and/or institute such proceedings as may be necessary or desirable in its opinion to cure or remedy such default or breach including but not limited to proceedings to compel specific performance by the party in default or breach of its obligations. Notwithstanding the foregoing or anything to the contrary in this Agreement, with the sole exception of an action to require the reimbursement of a portion of the TIF Revenue Stream from the Subject Property to the Developer to be paid by the City as provided for in this Agreement, the Owner, Developer or any successors to the Owner or the Developer shall not initiate or maintain any action against the City for monetary damages. (ii) In case the City or Developer shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued -48- or abandoned for any reason or shall have been determined adversely to the party initiating such proceedings, then and in every such case the Developer and the City shall be restored respectively to their several positions and.rights hereunder, and all rights, remedies, and powers of the Developer and the City shall continue as though no such proceedings had been taken. (iii) Notwithstanding anything to the contrary in this Agreement, the City shall not be permitted as a remedy to an Event of Default by the Owner or Developer the right to withhold payments to Bond holders or Note holders. For clarification, no default hereunder shall result in a remedy which withholds or limits any payments due under the Note(s) with respect to Certificates of Expenditure issued prior to the occurrence of such default, or with respect to any Bonds issued pursuant to this Agreement prior to such default. Remedies available to the City in the event of an uncured Event of Default on the part of the Owner or the Developer shall, however, include but are not limited to, (i) the right to withhold the issuance of any additional Certificates of Expenditure to the Developer until such Event of Default has been cured, after which the City will once again issue such Certificates of Expenditure as provided for in this Agreement and / or the right to specifically enforce this Agreement as against the Developer or Owner. C. No Waiver by Delay. Any delay by either party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under this Agreement shall not operate to -49- 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 the City 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); nor shall any waiver in fact made by either parry with respect to any specific Event of Default by either party under this Agreement be considered or treated as a waiver of the rights of the other party under this Section or with respect to any Event of Default under any section in this Agreement or with respect to the particular Event of Default, except to the extent specifically in writing by that party. D. Rights and Remedies Cumulative. Subject to the limitations set forth in this Agreement, the rights and remedies of either party to this Agreement (or its successors in interest) whether provided by law or by this Agreement shall be cumulative and the exercise by either 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 for the same Event of Default. No waiver made with respect to the performance, nor the manner or time thereof, of any obligation of either party or any condition under this Agreement shall be considered a waiver of any rights of either party with respect to the particular obligation of that party or condition beyond those expressly waived in writing. SECTION 19 ENVIRONMENTAL REPORTS In the event the Owner or the Developer obtains any environmental reports or assessments for any portion of the Subject Property, then in that event, those reports shall also be furnished to the City at that time and endorsed to the City as its interest may appear. The Developer shall also furnish to the City any environmental reports and assessments as may be -50- required by the underwriter in connection with any Bonds in the event Bonds are issued. SECTION 20 MISCELLANEOUS PROVISIONS A. Titles of Articles and Section. Any titles of the several parts, articles and sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. B. Notices. All notices, certificates, approvals, consents, or other communications desired or required to be given hereunder shall be given in writing at the addresses set forth below by any of the following means: (i) personal service; (ii) electronic communications, whether by telex, telegram or telecopy; (iii) overnight courier; or (iv) registered or certified first class mail,postage prepaid,return receipt requested. IF TO THE CITY: City of Elgin 150 Dexter Court Elgin, IL 60120 Attention: Sean Stegall, City Manager With copies to: William A. Cogley,Esq. Corporation Counsel City of Elgin 150 Dexter Court Elgin,IL 60120 IF TO THE DEVELOPER: Bluff City Materials, Inc. 2250 Southwind Blvd. Bartlett, IL 60102 Attention:Dean Kelley -51- with copies to: Guerard., Kalina& Butkus 310 S. County Farm Road, Suite H Wheaton, IL 60182 Attn: Richard M. Guerard,Esq. and to: Peter C. Bazos, Esq, Bazos, Freeman, Kramer, Schuster, Vanek& Kolb, LLC 1250 Larkin Avenue, Suite 100 Elgin, IL 60123 IF TO THE OWNER: Gifford 300, LLC 2250 Southwind Blvd.Bartlett,IL 60102 Attention: William Haworth with copies to: Guerard, Kalina&Butkus 310 S. County Farm Road, Suite H Wheaton, IL 60182 Attn: Richard M. Guerard, Esq. and to: Peter C. Bazos, Esq. Bazos, Freeman, Kramer, Schuster, Vanek& Kolb,LLC 1250 Larkin Avenue, Suite 100 Elgin, IL 60123 The parties, by notice hereunder, may designate any further or different address to which subsequent notices, certificates, approvals, consents or other communications shall be sent. Any notice, demand, or request sent pursuant to either clause (i) or (ii) hereof shall be deemed received upon such personal service or upon.dispatch by electronic means. Any notice, demand or request sent pursuant to clause (iii shall be deemed received on the day immediately following deposit with the overnight courier, and any notices, demands or requests send pursuant to clause -52- (d) shall be deemed received forty-eight(48)hours following deposit in the mail. C. Time is of the Essence.Time is of the essence of this Agreement. D. Integration. Except as otherwise expressly provided herein, this Agreement supersedes all prior agreements, negotiations and discussions relative to the subject matter hereof and is a full integration of the agreement of the parties. E. Non-Liability of City Officers and Employees. No past, current or future official, officer, employee, attorney or agent of the City shall be personally liable to Owner or Developer or any successor in interest or to any other person or entity in the event of any default or breach by the City for any amount which may become due to Owner, Developer or any successor or for any obligation under or arising from the terms of this Agreement. Without limiting the foregoing,no recourse shall be had for the payment of any monies for TiF Obligations or for any claim based upon any provision in this Agreement against any past, present or future officer, official, employee, attorney or agent of the City, or any successor public corporation, as such, either directly through the City or any successor public corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, officials, employees, attorneys or agents as such is hereby expressly waived and released as a condition of and consideration for entry into this Agreement. F. Disclaimer. Subject to the provisions of Subsection N, nothing contained in this Agreement nor any act of the City, Owner or Developer shall be deemed or construed by any of the parties, or by third persons, to create any relationship of third-party beneficiary. G. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. -53- H. Recordation of Agreement. The parties agree to record this Agreement in the appropriate land or governmental records. I. Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement are to apply to and bind the successors and assignees of the City and the successors and assigns of the Owner and Developer. J. Severability. If any provision of this Agreement, or any paragraph, sentence, clause, phrase or word or the application thereof in any circumstance is held to be invalid, the remainder of this Agreement shall be construed as if such invalid part were never included herein, and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. K. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. L. Meaning—of "Developer." As used herein, Developer shall mean Bluff City Materials, Inc. an Illinois corporation, or such other successor developer as the Owner may hereafter appoint upon notice to the City. M. Non-recourse. The liability of the Owner and their members and managers under this Agreement shall be limited to their respective interests in the Subject Property and/or their membership/shareholder interests in the companies that own the Subject Property, as their interests may appear. N. Rights of Lender to Notice and Cure. Notwithstanding anything contained herein to the contrary and provided any lender of the Developer (individually and collectively a "Lender") has provided the City with notice of the name and address of any such lender,the City shall not exercise any of its rights or remedies in the event of a default by Developer hereunder -54- until the City shall have given the Lender notice of any such alleged default (which notice shall be given to Lender simultaneously with any default notice to Developer). in the event the Lender notifies the party sending such default notice within thirty (30) days after the Lender's receipt of such notice that the Lender intends to proceed to attempt to cure or cause to be cured any such alleged default, the City shall be prohibited from exercising any rights or remedies they may have hereunder and at law and equity for so long as such Lender is proceeding in good faith to cure or cause to be cured such default. O. No Discrimination. The Developer will not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex or national origin. The Developer will take affirmative action to ensure that applicants are employed and treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include but not be limited to the following employment, upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rate of pay or other forms of compensation, and selection for training, including apprenticeship. The Developer agrees to post in conspicuous places available to employees and applicants for employment notices setting forth the provisions of this nondiscrimination. P. Advertisements, The Developer will in all solicitations or advertisements for employees placed by or on behalf of the Developer state that all qualified applicants will receive consideration for employment without regard to race,color, religion, sex or national origin. Q. Closing Requirements. Prior to execution of this Agreement, the Owner did provide the City with a copy of the owner's title policy for the Subject Property,UCC,tax and judgment searches, an opinion of legal counsel regarding Owner's and Developer's authority to enter into the RDA, a certificate of insurance and.other customary closing documents. -55- r R. Joint Preparation. This Agreement is and shall be deemed and construed to be the joint and collective work product of the City, the Owner and the Developer and, as such, this Agreement shall not be construed against either party,as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any,in the terms or provisions contained herein. S. No Disconnection. Neither the Owner, the Developer nor any of the Owner's or Developer's successors in interest shall file,cause to be filed or take any action that will result in the disconnection or de-annexation of the Subject Property from the City of Elgin. T. Relationship of the Parties. This Agreement is not intended and shall not be deemed or construed to create between the City and the Owner, or between the City and the Developer, an employment,joint venture,partnership or other agency relationship. U. Amendments. This Agreement may be modified or amended only in writing and signed by the parties hereto, or their permitted successors or assigns,as the case may be. V. Indemnification. Subject to the provisions of Section 22 of this Agreement, the Developer, for itself, its successors and assigns (use of the term "Developer" in this Section includes successors and assigns), agrees to indemnify, defend and hold the City,together with its past, present and future officers, officials, employees, attorneys and agents (collectively the "City Group"), harmless from and against any losses, costs, damages, liabilities, claims, suits, actions, causes of action and expenses (including without limitation reasonable attorney's fees and court costs) asserted against or suffered and incurred by any one or more members of the City Group which arises from or is / are caused as a result of(i) any claim or cause of action brought by a third party arising out of the failure of the Developer to comply with any of the terms, covenants or conditions of this Agreement, or(ii)any claim or cause of action brought by .56. a third party arising out of the failure of the Developer or any contractor, sub-contractor, materialman in connection with the Project, or (iii) any claim or cause of action brought by a third party arising out of material misrepresentations or omissions of the Owner or the Developer relating to the Project, the Redevelopment Plan or this Agreement which are the result of information supplied or omitted by the Owner, Developer or Developer's agents, employees, contractors, or persons acting under the control or at the request of the Developer, or (iv) any claim or cause of action brought by a third party arising out of the failure of the Developer to cure any material misrepresentations or omissions of the Owner or Developer in this Agreement relating to the Project, or (v) any claim or cause of action for bodily injury or property damage brought by a third party arising out of the negligent or intentionally wrongful construction or operation of the Project by the Developer, or (vi) any violation by the Developer or the Developer's agents of state or federal securities law in connection with the offer and sale of shares in the Developer or any part of the Project, or(vii) any violation by the Developer or the Developer's agents for failure to make full disclosure to investors. The provisions of this section shall not apply to a loss which arises out of intentional misconduct on the part of the City, or a loss or portion thereof which arises in whole or part out of the negligence on the part of the City, but only to the extent that the City's misconduct or negligence contributed to the loss, or that the loss is attributable to the City's misconduct or negligence. The City will not accept any payment whatsoever from Developer without first having obtained an opinion from Bond Counsel that such payment will not impair the status of interest on Bonds or Notes issued on a tax exempt basis under the Code. -57- SECTION 21 EFFECTIVENESS AND TERM The "Effective Date" for this Agreement shall be the date on which this Agreement is approved by the City Council of the City. The term of this Agreement shall be from the Effective Date until all obligations hereunder have been satisfied. SECTION 22 NO PRIVATE PAYMENTS The City and the Developer recognize that payments from the Developer to the City, other than payments made by the Developer of taxes of general applicability, may be deemed to be private payments under the Code and that any such payments may cause interest on TIF Obligations and other financing instruments not to be excludable from the gross income of the owners thereof for federal income tax purposes. Accordingly, the City and the Developer covenant and. agree that the City will accept no payment from the Developer pursuant to any provision of this Agreement without first obtaining the advice of Bond Counsel that such payment will not impair the status of interest on any TIF Obligations or other financing instruments issued on a tax-exempt basis under the Code as excludable from the gross income of P the owners thereof for federal income taxation purposes. -58- IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed on the day and year first above written. The City of Elgin An Illinois municipal corporation By avid J. apta' , Mayor Attest: �. Kimberly Dewi ity Clerk Gifford 300, LLC An Illinois li liab lity company By: Name: A P. v or-�UzA Title: M� Bluff City Materials,Inc. An Illinois cor r ion By: Name: tk t-vA` P, voNoV-A Title: �� IDCtJT F:AL.egal Dept\AgreemenfflluffCity TIF-Gifford 300-BlutfCityMat-RedevelopFinancAgr-clean-6-5-12-WAC.doe -59- EXHIBIT A-1. MAP OF REDEVELOPMENT PROJECT AREA i __ I _.... ._ Bluff City/Quarry 1 � TIF District I _ Route 20 tt Subject Area 1...� TIF District Map Prepared by City o(ElginDepa („1 I: :i rvnent of community h' u' w. G S 3. Y• Ir ........n .. ... _..-... _ •' .vtJ'� � �I _ , f I.' , pp ap if t I ; , •r. Is vT EXHIBIT A-2 LEGAL DESCRIPTION OF REDEVELOPMENT PROJECT AREA BLUFF CITY TIF DISTRICT-LEGAL DESCRIPTION: THAT PART OF SECTION 24, TOWNSHIP 41 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN KANE COUNTY, ILLINOIS AND THAT PART OF SECTIONS 19, 20, 29 AND 30, TOWNSHIP 41 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 16 IN BLOCK 4 IN WINZLER ADDITION TO ELGIN, ILLINOIS, BEING A SUBDIVISION OF PART OF SECTION 24 AFORESAID; THENCE NORTHERLY ALONG THE NORTHERLY EXTENSION OF THE EASTERLY LINE OF SAID LOT 16 IN BLOCK 4 TO THE SOUTH LINE OF BLOCK I IN WILLIAM REDEKER'S THIRD ADDITION TO ELGIN, ILLINOIS;THENCE WESTERLY ALONG SAID SOUTH LINE OF BLOCK 1 TO THE WEST LINE OF PARCEL ONE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 95KO06877 AS RECORDED IN THE RECORDERS OFFICE OF KANE COUNTY, ILLINOIS;THENCE NORTH ALONG SAID WEST LINE OF PARCEL ONE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 95KO06877 TO THE NORTHWEST CORNER OF SAID PARCEL ONE AND ALSO BEING THE SOUTH LINE OF LOT 5 IN SAID BLOCK I IN WILLIAM REDEKER'S THIRD ADDITION TO ELGIN, ILLINOIS; THENCE EAST ALONG SAID SOUTH LINE OF LOT 5 TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE NORTH ALONG THE EAST LINE OF SAID LOT 5 AND THE EAST LINE OF LOT 4 IN SAID BLOCK I IN WILLIAM REDEKER'S THIRD ADDITION TO ELGIN, ILLINOIS TO THE NORTHEAST CORNER OF SAID LOT 4 IN BLOCK 1;THENCE NORTHERLY TO THE SOUTHEAST CORNER OF THE PROPERTY DESCRIBED IN DOCUMENT NO. 99K079899 AND ALSO BEING THE NORTHERLY LINE OF ROUTE 20 BY-PASS; THENCE EASTERLY ALONG SAID NORTHERLY LINE OF ROUTE 20 BY-PASS IN KANE AND COOK COUNTIES, ILLINOIS TO WEST LINE AS DESCRIBED IN TRUSTEE'S DEED DOCUMENT NO.94467557 AS RECORDED 1N THE RECORDERS OFFICE OF COOK COUNTY, ILLINOIS; THENCE NORTHERLY ALONG SAID WEST LINE AS DESCRIBED IN TRUSTEE'S DEED DOCUMENT NO.94467557, SAID LINE ALSO BEING PARALLEL WITH THE COUNTY LINE BETWEEN KANE AND COOK COUNTIES TO THE NORTHWEST CORNER AS DESCRIBED IN SAID TRUSTEE'S DEED DOCUMENT NO. 94467557 AND ALSO BEING THE SOUTH LINE OF HASTINGS STREET; THENCE EASTERLY ALONG THE SOUTH LINE OF SAID HASTINGS STREET, A DISTANCE OF 234.5 FEET; THENCE SOUTH PARALLEL WITH SAID COUNTY LINE, A DISTANCE OF 374.0 FEET, MORE OR LESS TO THE LINE OF WILLIAM REDEKER'S LANDS; THENCE SOUTHWESTERLY ALONG SAID LINE OF WILLIAM REDEKER'S LANDS AND ALSO BEING THE SOUTHEASTERLY LINE AS DESCRIBED IN TRUSTEE'S DEED DOCUMENT NO. 94467557 TO SAID NORTHERLY LINE OF ROUTE 20 BY-PASS; THENCE EASTERLY ALONG SAID NORTHERLY LINE OF ROUTE 20 BY-PASS TO THE SOUTHEASTERLY LINE OF WRIGHT AVENUE; THENCE NORTHEASTERLY ALONG SAID SOUTHEASTERLY LINE OF WRIGHT AVENUE TO THE SOUTHWEST CORNER OF LOT 1 IN LEO GRAPS RESUBDIVISION OF PART OF LOT I IN BLOCK 2 OF ELGIN HEIGHTS ADDITION IN SAID SECTION 19; THENCE SOUTHEASTERLY ALONG THE SOUTHWEST LINE OF SAID LOT I IN LEO GRAPS RESUBDIVISION TO SAID NORTHERLY LINE OF ROUTE 20 BY- PASS; THENCE EASTERLY ALONG SAID NORTHERLY LINE OF ROUTE 20 BY-PASS TO THE SOUTHEASTERLY LINE OF SAID LOT I IN LEO GRAPS RESUBDIVISION; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF LOTS 1, 2 AND 3 IN SAID LEO GRAPS RESUBDIVISION TO THE SOUTHWEST CORNER OF LOT 5 IN SAID LEO GRAPS, RESUBDIVISION; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF SAID .LOT 5 IN LEO GRAPS RESUBDIVISION TO THE NORTHWESTERLY LINE OF DICKIE AVENUE; THENCE SOUTHWESTERLY ALONG SAID NORTHWESTERLY LINE OF DICKIE AVENUE TO SAID NORTHERLY LINE OF ROUTE 20 BY-PASS;THENCE EASTERLY ALONG SAID NORTHERLY LINE OF ROUTE 20 BY-PASS TO THE EAST LINE OF LOT 21 IN BLOCK 2 IN LUDLOW AND STELFORD'S ADDITION TO ELGIN IN THE SOUTHEAST QUARTER OF SAID SECTION 19;THENCE NORTHERLY ALONG SAID EAST LINE OF LOT 21 IN BLOCK 2 IN LUDLOW AND STELFORD'S ADDITION TO ELGIN TO THE NORTHEAST CORNER OF SAID LOT 21 IN BLOCK 2;THENCE EASTERLY ALONG THE NORTH LINE OF LOTS 22 THROUGH 35, INCLUSIVE, IN SAID BLOCK 2 IN LUDLOW AND STELFORD'S ADDITION TO ELGIN TO THE EAST LINE OF THE WEST 38.2 FEET OF LOT 5 IN SAID BLOCK 2 IN LUDLOW AND STELFORD'S ADDITION TO ELGIN; THENCE NORTHERLY ALONG SAID EAST LINE OF THE WEST 38.2 FEET OF LOT 5 IN BLOCK 2 TO THE SOUTH LINE OF LUDLOW AVENUE;THENCE EASTERLY ALONG SAID SOUTH LINE OF LUDLOW AVENUE TO THE CENTERLINE OF OLD ROAD (U.S. ROUTE 20), THENCE Exhibit A — SOUTHEASTERLY ALONG SAID CENTERLINE OF OLD ROAD(U.S.ROUTE 20)TO THE WEST LINE OF PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 172 FOR TRACT 172 PER CONDEMNATION NO. 61 S 462; THENCE SOUTHWESTERLY ALONG SAID WEST LINE OF PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 172 FOR TRACT 172 PER CONDEMNATION NO, 61 S 462 TO THE SOUTHWEST CORNER OF SAID PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 172 FOR TRACT 172 PER CONDEMNATION NO. 61 S 462; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 172 FOR TRACT 172 PER CONDEMNATION.NO. 61 S 462 TO THE SOUTHEAST CORNER OF SAID PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO, 172 FOR TRACT 172 PER CONDEMNATION NO. 61 S 462 AND ALSO BEING THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 19; THENCE NORTH ALONG SAID EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 19 TO THE SOUTH LINE OF SAID U.S.ROUTE 20;THENCE EASTERLY ALONG SAID SOUTH LINE OF U.S. ROUTE 20 TO THE WESTERLY LINE OF PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 177 IN BOOK 576 OF PLATS PAGE 1 AS DOCUMENT NO. 17993034; THENCE SOUTHWESTERLY ON SAID WESTERLY LINE OF PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 177 IN BOOK 576 OF PLATS PAGE I TO THE SOUTHERLY LINE OF BLUFF CITY BOULEVARD(FRONTAGE ROAD); THENCE EASTERLY ON SAID SOUTHERLY LINE OF BLUFF CITY BOULEVARD(FRONTAGE ROAD) TO THE EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY, SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO A LINE DEFINED AS THE EASTERLY LINE IN DOCUMENTS 9899344 AND 9929391; THENCE SOUTHERLY ALONG SAID PARALLEL LINE TO SAID SOUTHERLY LINE OF BLUFF CITY BOULEVARD (FRONTAGE ROAD); THENCE EASTERLY ALONG SAID SOUTHERLY LINE OF BLUFF CITY BOULEVARD (FRONTAGE ROAD)TO A LINE 300.00 FEET EAST OF AND PARALLEL WITH SAID EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY AND ALSO BEING THE WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627195 AS RECORDED IN THE RECORDERS OFFICE OF COOK COUNTY, ILLINOIS; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185 TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20; THENCE CONTINUING SOUTHERLY ALONG SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO.0335627185 TO AN ANGLE POINT IN SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO.0335627185;THENCE EASTERLY TO AN ANGLE POINT IN SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185 TO THE SOUTHWEST CORNER AS DESCRIBED IN WARRANTY DEED DOCUMENT NO.0335627185,THENCE EASTERLY ALONG SAID SOUTHERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185 TO THE WESTERLY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY; THENCE SOUTHERLY ALONG SAID WESTERLY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY TO A POINT 580.23 FEET NORTHERLY OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD AS MEASURED ALONG SAID WESTERLY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY; THENCE WESTERLY ALONG A LINE PARALLE TO SAID SOUTHERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185 TO SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO THE EASTERLY RIGHT OF WAY LINE OF THE COM ED RIGHT OF WAY AS DESCRIBED IN DOCUMENT NO. 18983320; THENCE SOUTHERLY ALONG SAID EASTERLY RIGHT OF WAY LINE OF THE COM ED RIGHT OF WAY AS DESCRIBED IN DOCUMENT NO. 18983320 TO SAID NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST, PAUL AND PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE,ST. PAUL AND PACIFIC RAILROAD TO THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 30;THENCE SOUTHERLY ALONG SAID EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 30 TO THE NORTHEAST QUARTER OF LOT 1 IN GRABER SUBDIVISION, BEING A SUBDIVISION OF PART OF THE EAST HALF OF SAID SOUTHEAST QUARTER OF SECTION 30: THENCE SOUTH ALONG THE EAST LINE OF SAID LOT I IN GRABER SUBDIVISION AND THE SOUTHERLY EXTENSION THEREOF TO THE SOUTH LINE OF SPAULDING ROAD; THENCE WEST ALONG SAID SOUTH LINE OF SPAULDING ROAD TO THE WEST LINE OF GIFFORD ROAD; THENCE i NORTH ALONG SAID WEST LINE OF GIFFORD ROAD TO THE WESTERLY EXTENSION OF THE NORTH LINE OF OUTLOT A IN SAID GRABER SUBDIVISION; THENCE EAST ALONG SAID NORTH LINE OF OUTLOT A AND THE WESTERLY EXTENSION THEREOF AND NORTH LINE OF SAID LOT I TO AN ANGLE POINT IN SAID LOT 1;THENCE NORTH ALONG A WESTERLY LINE OF SAID LOT I TO THE NORTHWEST CORNER OF SAID LOT I;THENCE WEST ALONG THE WESTERLY EXTENSION OF THE NORTH LINE OF SAID LOT I TO THE WEST LINE OF SAID GIFFORD ROAD; THENCE NORTH ALONG SAID WEST LINE OF SAID GIFFORD ROAD TO THE SOUTH LINE OF BLUFF CITY BOULEVARD;THENCE WEST ALONG THE SOUTH LINE OF BLUFF CITY BOULEVARD TO THE POINT OF BEGINNING; EXCEPT THAT PART OF THE NORTHEAST QUARTER OF SAID SECTION 30,TOWNSHIP 41 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINEOF THE CHICAGO,MILWAUKEE,ST.PAUL AND PACIFIC RAILROAD AND THE WEST LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY, PER DOCUMENT NUMBER 9899344 AND 9929391; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID NORTHERLY RIGHT OF WAY OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD, A:DISTANCE OF 2069.93 FEET, TO THE CENTER LINE OF GIFFORD ROAD;THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST,ALONG SAID CENTER LINE OF GIFFORD ROAD, A DISTANCE OF 382.02 FEET; THENCE SOUTH 89 DEGREES 14 MINUTES 03 SECONDS EAST,PERPENDICULAR TO THE LAST DESCRIBED COURSE, A DISTANCE OF 33.00 FEET, TO THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, A DISTANCE OF 588.60 FEET ALONG THE APPARENT EAST RIGHT OF WAY LINE OF GIFFORD ROAD; THENCE SOUTH 89 DEGREES 14 MINUTES 03 SECONDS EAST, A DISTANCE OF 712.48 FEET TO A LINE 66.00 FEET WEST OF AND-PARALLEL TO THE WEST LINE OF PROPERTY CONVEYED TO WASTE MANAGEMENT OF ILLINOIS, INC.BY DEED DOCUMENT 0600443210 RECORDED 3ANUARY 4, 2006; THENCE SOUTH 0 DEGREES 45 MINUTES 57 SECONDS WEST, A DISTANCE OF 728.98 FEET ALONG SAID PARALLEL LINE; THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, A DISTANCE OF 36.57 FEET; THENCE NORTH 49 DEGREES 39 MINUTES 46 SECONDS WEST, A DISTANCE OF 114.26 FEET; THENCE NORTH 84 DEGREES 31 MINUTES 54 SECONDS WEST, A DISTANCE OF 570.85 FEET; THENCE NORTH 43 DEGREES 24 MINUTES 12 SECONDS WEST, A DISTANCE OF 27.17 FEET TO THE POINT OF BEGINNING,IN COOK COUNTY,ILLINOIS. ALSO EXCEPT THAT PART OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 29 AND THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 30, ALL IN TOWNSHIP 41 NORTH, RANGE 9,EAST OF THE THIRD PRINCIPAL MERIDIAN,DESCRIBED AS FOLLOWS:COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF CHICAGO, MILWAUKEE, ST, PAUL AND PACIFIC RAILROAD AND THE WEST LINE OF THE COM ED RIGHT OF WAY PER DOCUMENT NUMBER 9899344 AND 9929391; THENCE NORTH 00 DEGREES 10 MINUTES 09 SECONDS EAST, A DISTANCE OF 453.90 FEET ALONG SAID WESTERLY RIGHT OF WAY LINE; THENCE NORTH 08 DEGREES 23 MINUTES 10 SECONDS EAST, A DISTANCE OF 668.11 FEET CONTINUING ALONG SAID WESTERLY RIGHT OF WAY LINE;THENCE NORTH 81 DEGREES 36 MINUTES 50 SECONDS WEST, A DISTANCE OF 70.00 FEET ALONG A LINE PERPENDICULAR TO SAID WESTERLY RIGHT OF WAY TO THE POINT OF BEGINNING; THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, A DISTANCE OF 1056.44 FEET; THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS FAST, A DISTANCE OF 596.39 FEET, ALONG A LINE PARALLEL TO THE CENTERLINE OF GIFFORD ROAD; THENCE SOUTH 87 DEGREES 20 MINUTES 16 SECONDS EAST, A DISTANCE OF 1135.93 FEET TO A POINT 70.00 FEET WESTERLY OF SAID WESTERLY RIGHT OF WAY AS MEASURED PERPDICULAR TO SAID WESTERLY RIGHT OF WAY;THENCE SOUTH 08 DEGREES 23 MINUTES 10 SECONDS WEST, A DISTANCE OF 599.05 FEET ALONG A LINE PARALLEL TO SAID WESTERLY RIGHT OF WAY LINE TO THE POINT OF BEGINNING,IN COOK COUNTY,ILLINOIS, ALSO EXCEPT THAT PART OF SECTIONS 19,20,29 AND 30, ALL IN TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE. ST. PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY;THENCE NORTH 00 DEGREES 10 MINUTES 09 SECONDS EAST,453.90 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 08 DEGREES 23 MINUTES 10 SECONDS EAST, 2515.42 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 05 DEGREES 57 MINUTES 54 SECONDS EAST, 728.86 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20; THENCE SOUTH 88 DEGREES 39 MINUTES 39 SECONDS WEST (SOUTH 88 DEGREES 20 MINUTES 45 SECONDS WEST RECORD), 171.80 FEET ALONG SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20 TO THE POINT OF BEGINNING; THENCE SOUTH 02 DEGREES 55 MINUTES 35 SECONDS WEST, A DISTANCE OF 653.56 FEET; THENCE NORTH 89 DEGREES 26 MINUTES 23 SECONDS WEST, A DISTANCE OF 1701.44 FEET TO A LINE 350.00 FEET EAST OF AND PARALLEL WITH THE CENTERLINE OF GIFFORD ROAD;THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST,A DISTANCE OF 573.16 FEET ALONG SAID PARALLEL LINE;THENCE NORTH 00 DEGREES 41 MINUTES 05 SECONDS EAST A DISTANCE OF 948.06 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 88 DEGREES 21 MINUTES 58 SECONDS EAST, A DISTANCE OF 440.67 FEET;THENCE SOUTH 86 DEGREES 21 MINUTES 08 SECONDS EAST, A DISTANCE OF 658.78 FEET; THENCE SOUTH 03 DEGREES 00 MINUTES 55 SECONDS WEST, A DISTANCE OF 292.37 FEET; THENCE SOUTH 08 DEGREES 23 MINUTES 45 SECONDS WEST,A DISTANCE OF 225.52 FEET;THENCE SOUTH 81 DEGREES 03 MINUTES 58 SECONDS EAST, A DISTANCE OF 397.77 FEET;THENCE SOUTH 47 DEGREES 06 MINUTES 51 SECONDS EAST, A DISTANCE OF 372.81 FEET, TO THE POINT OF BEGINNING,IN COOK COUNTY,ILLINOIS. NAI9361Survey\Teataut1°City TIP District legal description.docx EXHIBIT B-1 MAP OF SUBJECT PROPERTY arg, A U0 ,N-10.101.OJ6 2640t4ns aw----- ..................TU.. tv :............ PUIV-Mo MT I AM VDF0 4 TRACT i • TRACT 4 TRACT 4 W30-3014M —W,1 1— .. — & I i .21 �A INA II ITIrl da 06.2040"ll ENINTNO TRACT I 3" TRACT 4 at TKA TRACT 86 IM AWT PER fs, I on Otrr d IN 9614 W oftnh No EXHIBIT 8 yy 57 lu g"'C"' ELGIN,ILLINOIS EXHIBIT B-2 LEGAL DESCRIPTION OF SUBJECT PROPERTY EXHIBIT B-2 TRACT 1 LEGAL DESCRIPTION: THAT PART OF LOT 18 IN COUNTY CLERK'S DIVISION OF SECTION 19, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID RAILROAD RIGHT OF WAY, 2069.93 FEET TO THE CENTERLINE OF GIFFORD ROAD;THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, ALONG SAID CENTERLINE OF GIFFORD ROAD, 2657.57 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 19 AND ALSO BEING THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 41 MINUTES 05 SECONDS EAST (NORTH 01 DEGREE 31 MINUTES EAST RECORD), 776.61 FEET (776 FEET RECORD) ALONG SAID CENTERLINE OF GIFFORD ROAD; THENCE SOUTH 83 DEGREES 29 MINUTES 58 SECONDS EAST (SOUTH 82 DEGREES 42 MINUTES EAST RECORD), 107.18 FEET (107 FEET RECORD); THENCE NORTH 51 DEGREES 16 MINUTES 57 SECONDS EAST (NORTH 51 DEGREES 47 MINUTES EAST RECORD), 287.38 FEET(297 FEET RECORD); THENCE SOUTH 88 DEGREES 21 MINUTES 58 SECONDS EAST(SOUTH 87 DEGREES 34 MINUTES EAST RECORD), 21.31 FEET TO A LINE 350.00 FEET EAST OF AND PARALLEL WITH SAID CENTERLINE OF GIFFORD ROAD; THENCE SOUTH 00 DEGREES 41 MINUTES 05 SECONDS WEST, 932.48 FEET ALONG SAID PARALLEL LINE TO SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 19; THENCE SOUTH 88 DEGREES 10 MINUTES 34 SECONDS WEST, 350.34 FEET ALONG SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 19 TO THE POINT OF BEGINNING,IN COOK COUNTY, ILLINOIS. TRACT 2 LEGAL DESCRIPTION: THAT PART OF LOT 13 1N COUNTY CLERK'S DIVISION OF SECTION 20, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 00 DEGREES 10 MINUTES 09 SECONDS EAST, 453.90 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 08 DEGREES 23 MINUTES 10 SECONDS EAST, 2515.42 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 05 DEGREES 57 MINUTES 54 SECONDS EAST, 728.86 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20 AND ALSO BEING THE POINT OF BEGINNING; THENCE SOUTH 88 DEGREES 39 MINUTES 39 SECONDS WEST, 171.80 FEET ALONG SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20; THENCE NORTH 47 DEGREES 06 MINUTES 51 SECONDS WEST, 372.81 FEET; THENCE NORTH 81 DEGREES 03 MINUTES 58 SECONDS WEST,397.77 FEET;THENCE NORTH 08 DEGREES 23 MINUTES 45 SECONDS EAST, 225.52 FEET; THENCE NORTH 03 DEGREES 00 MINUTES 55 SECONDS EAST, 292.37 FEET TO THE SOUTH LINE OF BLUFF CITY BOULEVARD (FRONTAGE ROAD); THENCE SOUTH 73 DEGREES 13 MINUTES 35 SECONDS EAST, 886.90 FEET ALONG SAID SOUTH LINE OF BLUFF CITY BOULEVARD (FRONTAGE ROAD) TO SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE SOUTH 05 DEGREES 57 MINUTES 54 SECONDS WEST, 573.69 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY TO THE POINT OF BEGINNING, IN COOK COUNTY,ILLINOIS. AND THAT PART OF LOT 13 IN COUNTY CLERK'S DIVISION OF SECTION 20, TOWNSHIP 41 L NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SAID SECTION 29; THENCE NORTH 88 DEGREES 39 MINUTES 37 SECONDS EAST (NORTH 88 DEGREES 54 MINUTES 06 SECONDS EAST RECORD)ALONG THE SOUTH LINE OF SAID SECTION 20, 31.15 FEET(29.89 FEET RECORD)TO THE WESTERLY RIGHT OF WAY LINE OF THE ELGIN,JOLIET AND EASTERN RAILWAY COMPANY; THENCE NORTH 09 DEGREES 03 MINUTES 00 SECONDS EAST(NORTH 09 DEGREES 15 MINUTES EAST RECORD)ALONG SAID WESTERLY RIGHT OF WAY LINE, 381.80 FEET TO THE CENTER LINE OF THE OLD ROAD (FOR A POINT HEREINAFTER KNOWN AS POINT A);THENCE NORTH 69 DEGREES 42 MINUTES 53 SECONDS WEST(NORTH 69 DEGREES 27 MINUTES 30 SECONDS WEST RECORD) ALONG SAID CENTER LINE, 815.99 FEET TO THE NORTH EAST CORNER OF LAND DEDICATED FOR PUBLIC HIGHWAY PURPOSES;THENCE SOUTH 17 DEGREES 09 MINUTES 20 SECONDS WEST(SOUTH 17 DEGREES 24 MINUTES 43 SECONDS WEST RECORD), 65.00 FEET TO A POINT 98.00 FEET SOUTHERLY OF THE CENTER LINE OF THE EXISTING U.S. ROUTE 20 (AS MEASURED AT RIGHT ANGLES THERETO); THENCE NORTH 72 DEGREES 50 MINUTES 39 SECONDS WEST (NORTH 72 DEGREES 35 MINUTES 16 SECONDS WEST RECORD) ALONG THE SOUTHERLY LINE OF SAID DEDICATED LAND, 108.74 FEET (109.0 FEET DEED); THENCE SOUTH 80 DEGREES 25 MINUTES 28 SECONDS WEST (SOUTH 80 DEGREES 40 MINUTES 50 SECONDS WEST RECORD) ALONG SAID SOUTHERLY LINE, 176.92 FEET (177.40 FEET DEED); THENCE SOUTH 67 DEGREES 56 MINUTES 14 SECONDS WEST (SOUTH 67 DEGREES 45 MINUTES 28 SECONDS WEST RECORD)A CHORD DISTANCE OF 354.29 FEET(353.95 FEET RECORD),(SAID CHORD BEING PART OF A CURVE HAVING A RADIUS OF 272.00 FEET AND AN ARC DISTANCE OF 385.84 FEET(385.38 FEET RECORD)WHICH IS THE SOUTHERLY LINE OF SAID DEDICATED PROPERTY) TO A POINT HEREINAFTER KNOWN AS POINT B ON THE EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY, SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO A LINE DEFINED AS THE EASTERLY LINE IN DOCUMENTS 9899344 AND 9929391; THENCE SOUTH 05 DEGREES 46 MINUTES 42 SECONDS WEST (SOUTH 05 DEGREES 57 MINUTES 15 SECONDS WEST RECORD) ALONG SAID COMMONWEALTH EDISON PROPERTY, 363.69 FEET (362.82 FEET RECORD) TO AN ANGLE POINT;THENCE SOUTH 08 DEGREES 17 MINUTES 38 SECONDS WEST(SOUTH 08 DEGREES 24 MINUTES 57 SECONDS WEST RECORD)ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY, 139.50 FEET (139.49 FEET RECORD) TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20 AND ALSO BEING THE POINT OF BEGINNING; THENCE NORTH 08 DEGREES 17 MINUTES 38 SECONDS EAST (NORTH 08 DEGREES 24 MINUTES 57 SECONDS EAST RECORD)ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY, 139.50 FEET (139.49 FEET RECORD) TO AN ANGLE POINT; THENCE NORTH 05 DEGREES 46 MINUTES 42 SECONDS EAST (NORTH 05 DEGREES 57 MINUTES 15 SECONDS EAST RECORD) ALONG SAID COMMONWEALTH EDISON PROPERTY, 87.42 FEET TO THE EAST LINE OF SAID LOT 13; THENCE SOUTH 01 DEGREE 01 MINUTE 53 SECONDS EAST, 224.29 FEET TO SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SECTION 20; THENCE SOUTH 88 DEGREES 39 MINUTES 39 SECONDS WEST, 32.97 FEET ALONG SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SECTION 20 TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. TRACT 3 LEGAL DESCRIPTION: THAT PART OF LOTS 14 AND 15 IN COUNTY CLERK'S DIVISION OF SECTION 20, TOWNSHIP 41 NORTH, RANGE 9,EAST OF THE THIRD PRINCIPAL MERIDIAN,DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE SOUTHWEST 1/4 OF SAID SECTION 20; THENCE NORTH 88 DEGREES 39 MINUTES 37 SECONDS EAST (NORTH 88 DEGREES 54 MINUTES 06 SECONDS EAST RECORD)ALONG THE SOUTH LINE OF SAID SECTION 20,31.15 FEET(29.89 FEET RECORD)TO THE WESTERLY RIGHT OF WAY LINE OF THE ELGIN,JOLIET AND EASTERN RAILWAY COMPANY; THENCE NORTH 09 DEGREES 03 MINUTES 00 SECONDS EAST(NORTH 09 DEGREES 15 MINUTES EAST RECORD)ALONG SAID WESTERLY RIGHT OF WAY LINE, 381.80 FEET TO THE CENTER LINE OF THE OLD ROAD (FOR A POINT HEREINAFTER KNOWN AS POINT A);THENCE NORTH 69 DEGREES 42 MINUTES 53 SECONDS WEST(NORTH 69 DEGREES 27 MINUTES 30 SECONDS WEST RECORD)ALONG SAID CENTER LINE, 815.99 FEET TO THE NORTH EAST CORNER OF LAND DEDICATED FOR PUBLIC HIGHWAY PURPOSES;THENCE SOUTH 17 DEGREES 09 MINUTES 20 SECONDS WEST(SOUTH 17 DEGREES 24 MINUTES 43 SECONDS WEST RECORD), 65.00 FEET TO A POINT 98.00 FEET SOUTHERLY OF THE CENTER LINE OF THE EXISTING U.S. ROUTE 20 (AS MEASURED AT RIGHT ANGLES THERETO); THENCE NORTH 72 DEGREES 50 MINUTES 39 SECONDS WEST (NORTH 72 DEGREES 35 MINUTES 16 SECONDS WEST RECORD) ALONG THE SOUTHERLY LINE OF SAID DEDICATED LAND, 108.74 FEET (109.0 FEET DEED); THENCE SOUTH 80 DEGREES 25 MINUTES 28 SECONDS WEST (SOUTH 80 DEGREES 40 MINUTES 50 SECONDS WEST RECORD) ALONG SAID SOUTHERLY LINE, 176.92 FEET (177.40 FEET DEED); THENCE SOUTH 67 DEGREES 56 MINUTES 14 SECONDS WEST (SOUTH 67 DEGREES 45 MINUTES 28 SECONDS WEST RECORD)A CHORD DISTANCE OF 354.29 FEET(353.95 FEET RECORD),(SAID CHORD BEING PART OF A CURVE HAVING A RADIUS OF 272.00 FEET AND AN ARC DISTANCE OF 385.84 FEET(385.38 FEET RECORD)WHICH IS THE SOUTHERLY LINE OF SAID DEDICATED PROPERTY) TO A POINT HEREINAFTER KNOWN AS POINT B ON THE EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY, SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO A LINE DEFINED AS THE EASTERLY LINE IN DOCUMENTS 9899344 AND 9929391; THENCE SOUTH 05 DEGREES 46 MINUTES 42 SECONDS WEST (SOUTH 05 DEGREES 57 MINUTES 15 SECONDS WEST RECORD) ALONG SAID COMMONWEALTH EDISON PROPERTY, 39.27 FEET TO THE SOUTH LINE OF BLUFF CITY BOULEVARD (FRONTAGE ROAD) AND ALSO BEING THE POINT OF BEGINNING; THENCE NORTHEASTERLY ALONG A CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 340.00 FEET, AN ARC DISTANCE OF 331.30 FEET (332.83 FEET RECORD) AND CHORD BEARING NORTH 76 DEGREES 13 MINUTES 50 SECONDS EAST (NORTH 75 DEGREES 34 MINUTES 33 SECONDS EAST RECORD) TO A LINE 300.00 FEET EAST OF AND PARALLEL WITH SAID EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY; THENCE SOUTH 05 DEGREES 46 MINUTES 42 SECONDS WEST (SOUTH 05 DEGREES 57 MINUTES 15 SECONDS WEST RECORD), 437.53 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 08 DEGREES 17 MINUTES 38 SECONDS WEST (SOUTH 08 DEGREES 24 MINUTES 57 SECONDS WEST RECORD), 95.17 FEET (94.41 FEET RECORD) ALONG SAID PARALLEL LINE TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20; THENCE SOUTH 88 DEGREES 39 MINUTES 39 SECONDS WEST (SOUTH 88 DEGREES 20 MINUTES 45 SECONDS WEST RECORD), 2.71.32 FEET ALONG SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20 TO THE WEST LINE OF SAID LOT 14; THENCE NORTH 01 DEGREE 01 MINUTE 53 SECONDS WEST, 224.29 FEET ALONG SAID WEST LINE OF LOT 14 TO SAID EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY; THENCE NORTH 05 DEGREES 46 MINUTES 42 SECONDS EAST (NORTH 05 DEGREES 57 MINUTES 15 SECONDS EAST RECORD), 237.00 FEET ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY TO THE POINT OF BEGINNING,IN COOK COUNTY,ILLINOIS. TRACT 4 LEGAL DESCRIPTION: CLERK'S DIVISION OF SECTION 30 THAT PART OF LOTS 1 AND 2 IN COUNTY >TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST, PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID RAILROAD RIGHT OF WAY, 711.86 FEET (710.76 FEET RECORD) TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID RAILROAD RIGHT OF WAY, � 1358.07 FEET 1359.17 FEET RECORD TO THE CENTERLINE IN OF GIFFORD ROAD;, THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, ALONG SAID CENTERLINE OF GIFFORD ROAD, 2657.57 FEET TO A POINT ON THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30; THENCE NORTH 88 DEGREES 10 MINUTES 34 SECONDS EAST, 350.34 FEET ALONG SAID NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30 TO A LINE 350.00 FEET EAST OF AND PARALLEL WITH SAID CENTERLINE OF GIFFORD ROAD; THENCE SOUTH 00 DEGREES 41 MINUTES,05 SECONDS WEST, 15.58 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 00 DEGREES 45 MINUTES 57 SECONDS WEST, 573.16 FEET ALONG SAID PARALLEL LINE;THENCE SOUTH 89 DEGREES 26 MINUTES 23 SECONDS EAST, 834.87 FEET TO THE EAST LINE OF SAID NORTHEAST QUARTER OF SECTION 30; THENCE SOUTH 00 DEGREES 06 MINUTES 39 SECONDS WEST (SOUTH 00 DEGREES 12 MINUTES 15 SECONDS EAST RECORD), 1226.64 FEET; THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, 388.07 FEET (388.09 FEET RECORD); THENCE SOUTH 00 DEGREES 45 MINUTES 57 SECONDS WEST, 596.39 FEET; THENCE SOUTH 87 DEGREES 20 MINUTES 16 SECONDS EAST,394.90 FEET(394.92 FEET RECORD)TO SAID EAST LINE OF SAID NORTHEAST QUARTER OF SECTION 30; THENCE SOUTH 00 DEGREES 06 MINUTES 39 SECONDS WEST, 829.97 FEET ALONG SAID EAST LINE OF SAID NORTHEAST QUARTER AND THE SOUTHEAST QUARTER OF SECTION 30 TO THE POINT OF BEGINNING; EXCEPT THAT PART DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO,MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD AND THE WEST LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY, PER DOCUMENT NUMBER 9899344 AND 9929391; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID NORTHERLY RIGHT OF WAY OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD, A DISTANCE OF 2069.93 FEET, TO THE CENTER LINE OF GIFFORD ROAD; THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, ALONG SAID CENTER LINE OF GIFFORD ROAD,A DISTANCE OF 382.02 FEET;THENCE SOUTH 89 DEGREES 14 MINUTES 03 SECONDS EAST, PERPENDICULAR TO THE LAST DESCRIBED COURSE, A DISTANCE OF 33.00 FEET, TO THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, A DISTANCE OF 588,60 FEET ALONG THE APPARENT EAST RIGHT OF WAY LINE OF GIFFORD ROAD; THENCE SOUTH 89 DEGREES 14 MINUTES 03 SECONDS EAST,A DISTANCE OF 712.48 FEET TO A LINE 66.00 FEET WEST OF AND PARALLEL TO THE WEST LINE OF PROPERTY CONVEYED TO WASTE MANAGEMENT OF ILLINOIS,INC.BY DEED DOCUMENT 0600443210 RECORDED JANUARY 4, 2006; THENCE SOUTH 0 DEGREES 45 MINUTES 57 SECONDS WEST, A DISTANCE OF 728.88 FEET ALONG SAID PARALLEL LINE;THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, A DISTANCE OF 36,57 FEET; THENCE NORTH 49 DEGREES 39 MINUTES 46 SECONDS WEST, A DISTANCE OF 114.26 FEET;THENCE NORTH 84 DEGREES 31 MINUTES 54 SECONDS WEST, A DISTANCE OF 570.85 FEET;THENCE NORTH 43 DEGREES 24 MINUTES 12 SECONDS WEST, A DISTANCE OF 27.17 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. TRACT 5 LEGAL DESCRIPTION: THAT PART OF LOTS 1, 2 AND 4 IN COUNTY CLERK'S DIVISION OF THE WEST HALF OF SECTION 29, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST, PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID RAILROAD RIGHT OF WAY, 711.86 FEET (710.76 FEET RECORD); THENCE NORTH 00 DEGREES 06 MINUTES 39 SECONDS EAST, 829.97 FEET ALONG THE WEST LINE OF THE SOUTHWEST QUARTER AND NORTHWEST QUARTER OF SAID SECTION 29; THENCE SOUTH 87 DEGREES 20 MINUTES 16 SECONDS EAST, 661.55 FEET; THENCE NORTH 08 DEGREES 23 MINUTES 10 SECONDS EAST, 599.05 FEET; THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, 747.86 FEET TO THE WEST LINE OF SAID NORTHWEST QUARTER OF SECTION 29; THENCE NORTH 00 DEGREES 06 MINUTES 39 SECONDS EAST (NORTH 00 DEGREES 12 MINUTES 15 SECONDS EAST RECORD), 1266.64 FEET ALONG SAID WEST LINE OF THE NORTHWEST QUARTER OF SECTION 29; THENCE SOUTH 89 DEGREES 26 MINUTES 23 SECONDS EAST, 866.57 FEET; THENCE NORTH 02 DEGREES 55 MINUTES 35 SECONDS EAST, 653.56 FEET TO THE NORTH LINE OF SAID NORTHWEST QUARTER OF SECTION 29; THENCE NORTH 88 DEGREES 39 MINUTES 39 SECONDS EAST (NORTH 88 DEGREES 20 MINUTES 45 SECONDS EAST), 171.80 FEET, ALONG SAID NORTH LINE OF THE NORTHWEST QUARTER OF SECTION 29 TO SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE SOUTH 05 DEGREES 57 MINUTES 54 SECONDS WEST,728.86 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE SOUTH 08 DEGREES 23 MINUTES 10 SECONDS WEST,2515.42 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE SOUTH 00 DEGREES 10 MINUTES 09 SECONDS WEST, 453.90 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY TO THE POINT OF BEGINNING, IN COOK COUNTY,ILLINOIS. TRACT 6 LEGAL DESCRIPTION: THAT PART OF LOTS 1, 2 AND 4 IN COUNTY CLERK'S DIVISION OF THE WEST HALF OF SECTION 29, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SAID SECTION 29; THENCE NORTH 88 DEGREES 39 MINUTES 37 SECONDS EAST(NORTH 88 DEGREES 54 MINUTES 06 SECONDS EAST RECORD)ALONG THE NORTH LINE OF SAID SECTION 29, 31.15 FEET (29.89 FEET RECORD) TO THE WESTERLY RIGHT OF WAY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY; THENCE NORTH 09 DEGREES 03 MINUTES 00 SECONDS EAST(NORTH 09 DEGREES 15 MINUTES EAST RECORD)ALONG SAID WESTERLY RIGHT OF WAY LINE, 381.80 FEET TO THE CENTER LINE OF THE OLD ROAD(FOR A POINT HEREINAFTER KNOWN AS POINT A); THENCE NORTH 69 DEGREES 42 MINUTES 53 SECONDS WEST (NORTH 69 DEGREES 27 MINUTES 30 SECONDS WEST RECORD) ALONG SAID CENTER LINE, 815.99 FEET TO THE NORTH EAST CORNER OF LAND DEDICATED FOR PUBLIC HIGHWAY PURPOSES; THENCE SOUTH 17 DEGREES 09 MINUTES 20 SECONDS WEST (SOUTH 17 DEGREES 24 MINUTES 43 SECONDS WEST RECORD), 65.00 FEET TO A POINT 98.00 FEET SOUTHERLY OF THE CENTER LINE OF THE EXISTING U.S. ROUTE 20(AS MEASURED AT RIGHT ANGLES THERETO); THENCE NORTH 72 DEGREES 50 MINUTES 39 SECONDS WEST (NORTH 72 DEGREES 35 MINUTES 16 SECONDS WEST RECORD) ALONG THE SOUTHERLY LINE OF SAID DEDICATED LAND, 108.74 FEET (109.0 FEET DEED);THENCE SOUTH 80 DEGREES 25 MINUTES 28 SECONDS WEST(SOUTH 80 DEGREES 40 MINUTES 50 SECONDS WEST RECORD)ALONG SAID SOUTHERLY LINE, 176.92 FEET (177.40 FEET DEED); THENCE SOUTH 67 DEGREES 56 MINUTES 14 SECONDS WEST (SOUTH 67 DEGREES 45 MINUTES 28 SECONDS WEST RECORD) A CHORD DISTANCE OF 354.29 FEET (353.95 FEET RECORD), (SAID CHORD BEING PART OF A CURVE HAVING A RADIUS OF 272.00 FEET AND AN ARC DISTANCE OF 385.84 FEET (385.38 FEET RECORD) WHICH IS THE SOUTHERLY LINE OF SAID DEDICATED PROPERTY) TO A POINT HEREINAFTER KNOWN AS POINT B ON THE.EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY, SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO A LINE DEFINED AS THE EASTERLY LINE IN DOCUMENTS 9899344 AND 9929391; THENCE SOUTH 05 DEGREES 46 MINUTES 42 SECONDS WEST (SOUTH 05 DEGREES 57 MINUTES 15 SECONDS WEST RECORD)ALONG SAID COMMONWEALTH EDISON PROPERTY,363.69 FEET (362.82 FEET RECORD) TO AN ANGLE POINT; THENCE SOUTH 08 DEGREES 17 MINUTES 38 SECONDS WEST (SOUTH 08 DEGREES 24 MINUTES 57 SECONDS WEST RECORD) ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY, 139.50 FEET (139.49 FEET RECORD) TO THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 29 AND ALSO BEING THE POINT OF BEGINNING; THENCE NORTH 88 DEGREES 39 MINUTES 39 SECONDS EAST, 304.29 FEET TO A LINE 300.00 FEET EAST OF AND PARALLEL WITH SAID EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY; THENCE SOUTH 08 . DEGREES 17 MINUTES 38 SECONDS WEST (SOUTH 08 DEGREES 24 MINUTES 57 SECONDS WEST RECORD), 33.25 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 77 DEGREES 03 MINUTES 59 SECONDS EAST, 45.75 FEET; THENCE SOUTH 08 DEGREES 16 MINUTES 15 SECONDS WEST, 1033.25 FEET;THENCE SOUTH 77 DEGREES 03 MINUTES 59 SECONDS EAST, 1008.39 FEET TO THE WESTERLY LINE OF THE AFORESAID ELGIN, JOLIET AND EASTERN RAILWAY COMPANY;THENCE SOUTH 09 DEGREES 03 MINUTES 00 SECONDS WEST,ALONG SAID WESTERLY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY, 2542.61 l FEET TO A POINT 580.23 FEET NORTHERLY OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD AS MEASURED ALONG SAID WESTERLY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY; THENCE NORTH 77 DEGREES 03 MINUTES 59 SECONDS WEST, 1285.10 FEET TO SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY; THENCE NORTH 00 DEGREES 20 MINUTES 30 SECONDS EAST,265.03 FEET; THENCE NORTH 08 DEGREES 17 MINUTES 38 SECONDS EAST, 3276,81 FEET ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY TO THE POINT OF BEGINNING,IN COOK COUNTY,ILLINOIS. TRACT 7 LEGAL DESCRIPTION: THAT PART OF SECTION 30, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE NORTH LINE OF THE SOUTH 1500 FEET OF SAID SECTION 30 AND THE CENTERLINE OF GIFFORD ROAD; THENCE NORTH 01 DEGREES 35 MINUTES 54 SECONDS EAST, A DISTANCE OF 886.52 FEET, ALONG SAID CENTERLINE OF GIFFORD ROAD TO THE POINT OF BEGINNING; THENCE NORTH 01 DEGREES 35 MINUTES 54 SECONDS EAST, A DISTANCE OF 186.35 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE SOUTH 62 DEGREES 45 MINUTES 34 SECONDS EAST, A DISTANCE OF 1360.41 FEET TO A POINT ON THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 30; THENCE SOUTH 00 DEGREES 06 MINUTES 39 SECONDS WEST, A DISTANCE OF 64.84 FEET ALONG SAID EAST LINE; THENCE NORTH 68 DEGREES 21 MINUTES 17 SECONDS WEST, A DISTANCE OF 57.45 FEET; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 985.00 FEET, AN ARC DISTANCE OF 96.19 FEET AND CHORD BEARING NORTH 65 DEGREES 33 MINUTES 25 SECONDS WEST; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 167.45 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 590.00 FEET, AN ARC DISTANCE OF 58.95 FEET AND CHORD BEARING NORTH 59 DEGREES 53 MINUTES 49 SECONDS WEST; THENCE NORTH 57 DEGREES 02 MINUTES 04 SECONDS WEST, A DISTANCE OF 110.85 FEET; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 317.54 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE; THENCE NORTHWESTERLY ALONG A CURVE,CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 460.00 FEET,AN ARC DISTANCE OF 189.71 FEET AND CHORD BEARING NORTH 74 DEGREES 34 MINUTES 27 SECONDS WEST;THENCE NORTH 86 DEGREES 23 MINUTES 20 SECONDS WEST,A DISTANCE OF 85.70 FEET;THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 490.00 FEET,AN ARC DISTANCE OF 202.08 FEET AND CHORD BEARING NORTH 74 DEGREES 34 MINUTES 27 SECONDS WEST; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 42.68 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE, TO THE POINT OF BEGINNING,IN COOK COUNTY,ILLINOIS. TRACT 8 LEGAL DESCRIPTION: THAT PART OF THE EAST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 30,TOWNSHIP 41 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, LYING EAST OF THE CENTERLINE OF GIFFORD ROAD, SOUTHWESTERLY OF THE RIGHT OF WAY OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILWAY, AND NORTH OF THE CENTER LINE OF SPAULDING ROAD, EXCEPT THAT PART DESCRIBED AS FOLLOWS: BEGINNING AT A RAILROAD SPIKE IN CONCRETE(SAID RAILROAD SPIKE BEING ON THE EAST LINE OF SAID SOUTHEAST 114 112.22 FEET SOUTH OF THE INTERSECTION OF SAID EAST LINE WITH THE SOUTHERLY RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD COMPANY); THENCE SOUTH 0 DEGREES ALONG THE EAST LINE OF SAID SOUTHEAST 1/4, 1182.07 FEET TO THE CENTER LINE OF SPAULDING ROAD; THENCE NORTH 88 DEGREES 28 MINUTES 06 SECONDS WEST ALONG SAID CENTER LINE 1273.35 FEET TO THE CENTER LINE OF GIFFORD ROAD;THENCE NORTH 01 DEGREE 47 MINUTES 34 SECONDS EAST ALONG SAID CENTER LINE 1168.49 FEET;THENCE SOUTH 89 DEGREES 33 MINUTES 23 SECONDS EAST 1236.38 FEET TO A POINT 10.31 FEET NORTH OF THE POINT OF BEGINNING (AS MEASURED ALONG SAID EAST LINE OF SOUTHEAST 1/4); THENCE SOUTH 0 DEGREES ALONG SAID EAST LINE 10.31 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. ALSO EXCEPT THAT PART DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE NORTH LINE OF THE SOUTH 1500 FEET OF SAID SECTION 30 AND THE CENTERLINE OF GIFFORD ROAD; THENCE NORTH 01 DEGREES 35 MINUTES 54 SECONDS EAST, A DISTANCE OF 886.52 FEET, ALONG SAID CENTERLINE OF GIFFORD ROAD TO THE POINT OF BEGINNING; THENCE NORTH 01 DEGREES 35 MINUTES 54 SECONDS EAST,A DISTANCE OF 186.35 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE SOUTH 62 DEGREES 45 MINUTES 34 SECONDS EAST,A DISTANCE OF 1360.41 FEET TO A POINT ON THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 30;THENCE SOUTH 00 DEGREES 06 MINUTES 39 SECONDS WEST,A DISTANCE OF 64.84 FEET ALONG SAID EAST LINE;THENCE NORTH 68 DEGREES 21 MINUTES 17 SECONDS WEST, A DISTANCE OF 57.45 FEET; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 985.00 FEET, AN ARC DISTANCE OF 96.19 FEET AND CHORD BEARING NORTH 65 DEGREES 33 MINUTES 25 SECONDS WEST; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 167.45 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 590.00 FEET, AN ARC DISTANCE OF 58.95 FEET AND CHORD BEARING NORTH 59 DEGREES 53 MINUTES 49 SECONDS WEST;THENCE NORTH 57 DEGREES 02 MINUTES 04 SECONDS WEST,A DISTANCE OF 110.85 FEET;THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST,A DISTANCE OF 317.54 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 460.00 FEET, AN ARC DISTANCE OF 189.71 FEET AND CHORD BEARING NORTH 74 DEGREES 34 MINUTES 27 SECONDS WEST;. THENCE NORTH 86 DEGREES 23 MINUTES 20 SECONDS WEST, A DISTANCE OF 85.70 FEET; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 490.00 FEET, AN ARC DISTANCE OF 202.08 FEET AND CHORD BEARING NORTH 74 DEGREES 34 MINUTES 27 SECONDS WEST; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 42.68 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE,TO THE POINT OF BEGINNING,IN COOK COUNTY,ILLINOIS. TRACT 9 LEGAL DESCRIPTION: LOTS 1 AND OUTLOT A 1N GRABER SUBDIVISION, BEING A SUBDIVISION OF PART OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 30,TOWNSHIP 41 NORTH,RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 29, 2009 AS DOCUMENT NO. 0936316047, IN COOK COUNTY, ILLINOIS. N:\bluffcity\883\Survey\Elgin TIF Exhibit\Exhibit B-2 Legal Desc 4-06.1 I.doc EXHIBIT C NOTE ORDINANCE AN ORDINANCE of the City of Elgin, Kane and Cook Counties, Illinois, providing for the issuance of a not to exceed $13,500,000 Junior Lien Limited Revenue Note (Bluff City Quarry Project), and a not to exceed $8,100,000 Subordinate Lien Limited Revenue Note (Bluff City Quarry Project), and pledging certain incremental property tax revenues to the payment thereof. WHEREAS, by proceedings spread in full upon the records of the City of Elgin, Kane and Cook Counties, Illinois (the "City"),pursuant to the provisions of the Illinois Municipal Code, as amended, including therein specifically the Tax Increment Allocation Redevelopment Act, as supplemented and amended (the "TIF Act"), and particularly as supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus Bond.Acts, as amended, and as further supplemented and, where necessary, superseded, by Section 6 of Article VII of the 1970 Constitution of the State of Illinois (collectively, the "Act"), the City Council of the City (the "Corporate Authorities") has heretofore proceeded, and does hereby determine,as follows: A. On September 10, 2008, the Corporate Authorities adopted Resolution 08- 216 authorizing the undertaking of a feasibility study on the designation of a proposed redevelopment project area within the City to be generally bounded by the frontage properties north of Bluff City Boulevard on the north (extending west to St. Charles Street), Gifford Road on the west, Spaulding Road on the south and the EJ & E railroad right-of-way and the Copart facility to the east (the "Proposed Bluff City/Quarry Redevelopment Area")and located in The Counties of Kane and of Cook, Illinois. B. On May 11, 2011,the Corporate Authorities adopted Ordinance Number S4- 11, approving a redevelopment plan (the "Bluff City Quarry Redevelopment Plan") and redevelopment project (the "Bluff City Quarry Redevelopment Project") under the TIF Act with respect to the Proposed Bluff City/Quarry Redevelopment Area, as described in Exhibit A to said ordinance and attached hereto as Exhibit A, to be known as the Bluff City Quarry TIF Redevelopment Project Area(the "Redevelopment Project Area"). C. On May 11, 2011, the Corporate Authorities adopted Ordinance Number S5- 11, designating the Redevelopment Project Area a redevelopment project area under the TIF Act. D. On May 11, 2011, the Corporate Authorities adopted Ordinance Number S6- 11, adopting the tax increment financing provisions of the TIF Act and creating the "Bluff 3001136 0400 2188126F1ginpmc/6/5/12 Exhibit C City Quarry TIF Redevelopment Project Area Special Tax Allocation Fund" (the "Special Tax Allocation Fund") in connection therewith. E. On 2012, pursuant to the home rule powers of the City and as authorized by the TIF Act, the Corporate Authorities adopted Ordinance Number , authorizing the execution of that certain Redevelopment and Financing Agreement among the City, Gifford 300, LLC, an Illinois limited liability company (defined therein as the "Owner"), and Bluff City Materials, Inc.,an Illinois corporation(the "Developer") (the "Redevelopment Agreement"). F. Pursuant to the Redevelopment Agreement the Developer has agreed to undertake a portion of the Bluff City Redevelopment Project, including, but not limited to, site preparation and remediation on a portion (said portion being the "Subject Property" as defined in the Redevelopment Agreement and as legally described in Exhibit B-2 attached to the Redevelopment Agreement) of the real property located within the Redevelopment Project Area and the construction and installation on the Subject Property of extensions and improvements to the capital infrastructure systems of the City (as defined in the Redevelopment Agreement, the "Horizontal Redevelopment'), all as provided for and specified in the Redevelopment Agreement. G. As provided in the Redevelopment Agreement, the Corporate Authorities have heretofore and it hereby is determined that it is advisable, necessary and in the best interests of the City, its residents and the taxing districts affected by the Bluff City Redevelopment Plan and the Bluff City Redevelopment Project that those certain costs of the Horizontal Redevelopment which are eligible for payment or reimbursement by the City as approved in the Bluff City Redevelopment Plan for the Bluff City Redevelopment Project and as authorized by the TIF Act (being those costs, collectively, which are defined in the Redevelopment Agreement as the "Gifford 300 TIF-Eligible Costs") together with all appurtenances, professional, financial, engineering, legal, financial, banking, advisory and other related costs (said portion of the redevelopment project costs contemplated for the Bluff City Redevelopment Project being, collectively, the "2012 Public Redevelopment Projects'),now be paid or incurred. H. Pursuant to the Redevelopment Agreement the City has heretofore and it is hereby expressly agreed that all of the costs for which the City shall pay or reimburse Developer shall constitute eligible "redevelopment project costs" under the TIF Act and have heretofore been approved by the Corporate Authorities in the Bluff City Redevelopment Plan. 1. All of the costs of the 2012 Public Redevelopment Projects constitute eligible "redevelopment project costs" under the TIF Act and have been heretofore approved in the Bluff City Redevelopment Plan. J. There are insufficient funds of the City on hand and lawfully available to pay or reimburse the costs of the 2012 Public Redevelopment Projects,and it is necessary and desirable that the City issue its junior lien tax increment allocation revenue note (the -2- hereinafter defined "2012A Note") and place in irrevocable escrow its subordinate lien tax increment allocation revenue note (the hereinafter defined "Subordinate Note") as authorized by the Act to provide for the payment or the reimbursement of the costs of the 2012 Public Redevelopment Projects. K. The Redevelopment Agreement sets forth certain provisions and agreements relating to the terms of such Notes, which provisions and agreements are hereby incorporated herein by this reference. Now, THEREFORE, Be It and It Hereby is Ordained by the City Council of the City of Elgin, Kane and Cook Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1. Definitions. A. The following words and terms used in this Ordinance are defined in the preambles hereto: Act Bluff City Quarry Redevelopment Plan Bluff City Quarry Redevelopment Project City Corporate Authorities Developer Gifford 300 TIF-Eligible Costs Horizontal Redevelopment Owner Proposed Bluff City Quarry Redevelopment Area 2012 Public Redevelopment Projects Redevelopment Agreement Redevelopment Project Area Special Tax Allocation Fund TIF Act -3- B. The following words and terms used in this Ordinance shall have the following meanings unless the context or use indicates another or different meaning: "Accounting" means the annual accounting required under Section 7.B. of this Ordinance. "Authorized Rate"means the rate of interest borne by a Note. "Bond Counsel" means Chapman and Cutler LLP or, in the event Chapman and Cutler LLP is unwilling or unable to render an opinion or take an action required hereunder, shall mean another firm of attorneys chosen by the City and nationally recognized as having expertise in Tax-exempt financing. "Bond Ordinance" means any ordinance hereafter adopted by the Corporate Authorities and authorizing the issuance of Senior Lien Bonds or Junior Lien Bonds. Any Bond Ordinance may further authorize the execution of a relevant Indenture. "Business Day" means any day other than a Saturday, Sunday or day on which banks in the City of Chicago, Illinois, are required or authorized to close. "Code" means the Internal Revenue Code of 1986, as amended. "Corporate Authorities"means the City Council of the City. "Counties" means The Counties of Kane and of Cook, Illinois. "County Clerks" means the respective Count Clerks of The County of Kane Illinois P Y tY and of The County of Cook, Illinois. "Current Interest"means interest when due. "Deferred Accrued Interest" means accrued interest recorded by the Note Registrar as deferred and unpaid. "Designated Officer"means the Mayor, Treasurer, Administrator or Clerk of the City, or any two of them acting together, and successors or assigns. "Escrowee" means, for the Subordinate Note, the City Treasurer and successors or assigns. "Final Maturity" is defined in Section 3 of this Ordinance. The Pay-As-You-Go Y Requirement shall remain in place after the Final Maturity, all as provided in the Redevelopment Agreement. -4- "Final Report" means the final report provided by an underwriter or an Independent consultant having a national reputation for expertise in redevelopment financing and chosen by the City to the effect that the Pledged Moneys are reasonably estimated to be sufficient to pay all principal of and interest, whether at Stated Maturity, by mandatory redemption or otherwise, on (i) the outstanding 2012A Note, if any, and (ii)the Subordinate Note in the principal amount of not to exceed $8,100,000 or such smaller amount as may be determined in accordance with (Section 5C of)the Redevelopment Agreement. "Government Securities" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of the United States of America and all securities or obligations, the prompt payment of principal and interest of which is guaranteed by a pledge of the full faith and credit of the United States of America. "Incremental Property Taxes" means the ad valorem taxes, if any, arising from the tax levies upon taxable real property in the Redevelopment Project Area by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area, which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Redevelopment Project Area over and above the Total Initial Equalized Assessed Value of each such piece of property, all as determined by the County Clerks,in accord with Section 11-74.4-9 of the TIF Act. "Indenture"means any indenture of trust or other trust agreement hereinafter executed by the City and an institution having trust capacity and relating to the use of the Special Tax Allocation Fund and/or the issuance of obligations secured by the Incremental Property Taxes or any portion of the Incremental Property Taxes. "Independent" when used with respect to any specified person means such person who is in fact independent and is not connected with the City as an officer, employee, underwriter, or person performing a similar function. Whenever it is herein provided that the opinion or report of any Independent person shall be furnished, such person shall be appointed by the City, and such opinion or report shall state that the signer has read this definition and that the signer is Independent within the meaning hereof. "Interest Payment Date"means a Stated Maturity of interest on a Note. "Interest Requirement" means for any Note Year the aggregate amount of first, Deferred Accrued Interest then due, and next, the Current Interest on the Note having a Stated Maturity during such Note Year. "Junior Lien Bond and Interest Subaccount"means the fund provided for in Section 7-B. of this Ordinance and any fund so referred to in a Bond Ordinance or any Indenture authorizing the issuance of a Series of Senior Lien Bonds. "Junior Lien Bonds" means any Series of Bonds defined as "Junior Lien Bonds" in any Bond Ordinance or Indenture. -5- "Junior Lien Debt Service Reserve Subaccount" means the fund provided for in Section 7.13. of this Ordinance and any fund so referred to in a Bond Ordinance or Indenture authorizing the issuance of a Series of Junior Lien Bonds. "Junior Lien Debt .Service Reserve Requirement" means an amount equal to the aggregate of each Debt Service Reserve Requirement as defined in any Bond Ordinance or Indenture authorizing the issuance of a Series of Junior Lien Bonds. "Limited Incremental Property Taxes" means eighty percent (80.00%) of each distribution of Incremental Property Taxes collected with respect to the Subject Property. "Municipal Portion" means that portion of the Incremental Property Taxes not pledged. under this Ordinance to the payment of principal of and applicable premium and interest on the Note, to-wit: twenty percent(20.0%) of each distribution of Incremental Property Taxes collected with respect to the Subject Property. "2012A Note" means the not to exceed $13,500,000 Junior Lien Limited Revenue Note (Bluff City Quarry Project), Series 2012A, authorized under this Ordinance. "Notes"means, collectively,the 2012A Note and the Subordinate Note. ".Noteholder"means a registered owner of a Note. "Note Funds" means, collectively, the Series 2012A Junior Note Fund and the Gifford 300 Subordinate Note Fund created hereunder in the General Subaccount of the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund. "Note Register"means the books for the registration and transfer of the Notes. "Note Registrar" means the City Treasurer, as paying agent and note registrar hereunder, and successors and assigns. "Note Year" means that twelve-calendar month period beginning on January 1 of any calendar year and ending on December 31 of that calendar year. "Ordinance" means this ordinance as originally adopted and as the same may from time to time be amended or supplemented in accordance with the terms hereof. "Outstanding" or "outstanding" means a Note or a Parity Note while outstanding and unpaid; provided, however, such term shall not include any portion of a Note or a Parity Note which (i) has matured and for which moneys are on deposit with the Paying Agent or an institution having trust capacity, or are otherwise properly available, sufficient to pay all principal and interest thereof, or (ii) the provision for payment of which has been made by the City by the deposit in an irrevocable trust or escrow account of funds or Government Securities, the principal of and interest on which will be sufficient to pay at Stated Maturity or as called for redemption -6- all of the principal of and interest and any applicable premium on such Note or Parity Note or a portion thereof. "Parity Notes" means any obligations issued by the City in the future on a parity with and sharing ratably and equally in the Pledged Moneys with a Note. "Pay-As-You-Go Requirement" means the obligation of the City under Section 7.P of the Redevelopment Agreement to use Limited Incremental Property Taxes, if any, received in the 24th calendar year following the date of designation of the Redevelopment Project Area to pay any then unpaid amount of principal of or interest on a Note to and including December 31, 2035. "Paying Agent" means the City Treasurer, as paying agent and note registrar hereunder, or successors and assigns. "Pledged Moneys" means the Limited Incremental Property Taxes, but only on the lien bases as provided in this Ordinance. "Principal Payment Date"means a Stated Maturity of principal on a Note. "Principal Requirement" means for any Note for any Note Year the aggregate principal amount of such Note having a Stated Maturity during such Note Year. "Private Business U.se" means any use of the 2012 Public Redevelopment Projects by any person other than a state or local governmental unit, including as a result of(a) ownership, (b) actual or beneficial use pursuant to a lease or a management, service, incentive payment, research or output contract, or (c) any similar arrangement, agreement or understanding, whether written or oral, except for use of the 2012 Public Redevelopment Projects on the same basis as the general public."Private Business Use" includes any formal or informal arrangement with any person other than a state or local governmental unit that conveys special legal entitlements to any portion of the 2012 Public Redevelopment Projects that is available for use by the general public or that conveys to any person other than a state or Iocal governmental unit any special economic benefit with respect to any portion of the 2012 Redevelopment Projects that is not available for use by the general public. "Project" means the 2012 Public Redevelopment Projects. "Quaiified Investments" means any investment permitted for the City under Illinois law. "Record Date" means, for any Interest Payment Date, the 15th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date, or for any redemption on other than an Interest Payment Date, the 15th day (whether or not a Business Day) next preceding the date of redemption. -7- "Senior Lien Bond and Interest Subaccount" means the fund provided for in Section 7.13. of this Ordinance and any fund so referred to in a Bond Ordinance or any Indenture authorizing the issuance of a Series of Senior Lien Bonds. "Senior Lien Bonds" mean any Series of Bonds defined as "Senior Lien Bonds" in any Bond Ordinance or Indenture. "Senior Lien Debt Service Reserve Subaccount" means the fund provided for in Section 7.B. of this Ordinance and any fund so referred to in a Bond Ordinance or Indenture authorizing the issuance of a Series of Senior Lien Bonds. "Senior Lien Debt Service Reserve Requirement" means an amount equal to the aggregate of each Debt Service Reserve Requirement as defined in any Bond Ordinance or Indenture authorizing the issuance of a Series of Senior Lien Bonds. "Stated Maturity" when used with respect to a Note or any interest thereon means the date specified in such Note as the fixed date on which the principal of such Note or such interest is due and payable, whether by maturity, mandatory redemption, or otherwise. The Final Maturity for any Note shall be the last Stated Maturity thereof. "Sub-STAF Gifford 300 Account" means the fund of that name created in Section 7.B. of this Ordinance. "Sub-STAF Municipal Account" means the Sub-STAF Municipal Account hereinafter created in the Special Tax Allocation Fund and held by the City Treasurer as hereinafter provided. "Subject Property" means that portion of the Redevelopment Project Area so defined in the Redevelopment Agreement, being the 177.466 acres (more or less) of real property owned by the Owner and legally described in Exhibit B attached to this Ordinance. "Subordinate Note" means the not to exceed $8,100,000 Subordinate Lien Limited Revenue Note (Bluff City Quarry Project), Series 20_, authorized under this Ordinance and to be deposited with the Escrowee in an irrevocable escrow as hereinafter povided. "Taxable" means, with reference to a Note, the status of the interest thereon as not Tax- exempt. "Taxable Rate" means a fixed rate percent per annum which is equal to the rate for 10- year United States Treasury Bonds plus 300 basis points, determined as of the Dated Date of a Note, provided, however, that the Taxable Rate shall be not less than six percent (6.00%) or greater than nine percent(9.00%). "Tax-exempt" means, with respect to the Notes, the status of interest paid and received thereon as excludable from the gross income of the Noteholders under the Code for federal income tax purposes. -8- "Tax-exempt Rate" means a fixed rate percent per annum which is equal to the BAA 20- year GO Bond Index published by Reuter's Municipal Market Data, BAA Scale plus 150 basis points, determined as of the Dated Date of a Note, provided, however,that the Tax-exempt Rate shall be not less than six percent(6.00%)or greater than nine percent(9.00%). "Tax Year" means the year for which an ad valorem tax levy is made by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area. The 2012 Tax Year shall be that year during which ad valorem taxes levied for the year 2012 (collectible in the year 2012) are extended and collected, and so on. "Total Initial Equalized Assessed Value" means the total initial equalized assessed value of the taxable real property within the Redevelopment Project Area determined by the County Clerks, in accordance with the provisions of Section 11-74.4-9 of the TIF Act. C. Unless the context otherwise requires or except as otherwise expressly provided: (a) all accounting terns not otherwise defined herein have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles for municipal enterprise funds; (b) the terms defined in this Section or elsewhere in this Ordinance have the meanings assigned to them and include the plural as well as the singular(or vice-versa); (c) all references in this Ordinance to designated Sections and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; (d) the words "herein," "hereof," and "hereunder" and other words of similar import refer to this ordinance as a whole and not to an particular Section or other subdivision; and (e) the table of contents preceding and headings in this Ordinance are for the convenience of the reader and are not a part of this Ordinance. Section 2. Findings. The Corporate Authorities hereby find that (i) the Bluff City Redevelopment Plan and the Bluff City Redevelopment Project have been approved, (ii) the Redevelopment Project Area has been designated, (iii) tax increment allocation financing has been adopted., (iv) the Special Tax Allocation Fund has been established, (v) the form, terms and provisions of Redevelopment Agreement have been approved, (vi) the Redevelopment Agreement has been executed by the City, and (vii) the Notes have been authorized, all in accordance with the provisions of the TIF Act. The Corporate Authorities hereby further find -9- that (viii) it is necessary and in the best interests of the City that the City cause the construction, acquisition and installation of the 2012 Public Redevelopment Projects, (ix) to enable the City to pay or reimburse the costs of the 2012 Public Redevelopment Projects, it is necessary and in the best interests of the City to issue and deliver the 2012A Note and to authorize and deposit into an irrevocable escrow the Subordinate Note, (x) the form, terms and provisions of the Redevelopment Agreement are hereby ratified and confirmed, and (xi) each of said actions as taken or contemplated by the City in connection therewith pertains to the government and affairs of the City. These findings are hereby determined to be conclusive. Section 3. Note Details. A. TERMS PERTAINING SPECIFICALLY TO THE 2012A NOTE. There shall be borrowed for and on behalf of the City the sum of not to exceed $13,500,000 for the purposes aforesaid; a drawdown note of the City (the "2012A Note") shall be issued in said amount and shall be designated "Junior Lien Limited Revenue Note (Bluff City Quarry Project), Series 2012A." The 2012A Note shall be deemed issued and be dated the first date on which the Outstanding Principal Amount equals not less than the sum of$50,000 (the "Dated Date"). The "Outstanding Principal Amount" is that amount, not to exceed $13,500,000, as provided herein, shown as advanced in even multiples of$1,000 from time to time and received by the City for value, as is noted on the 2012A Note in the form of Advances for Value thereon, less payments of principal. thereon. The 2012A Note shall also bear the date of authentication, shall be in fully registered form, shall bear interest at a rate percent per annum which is equal to the Tax-exempt Rate (computed on the basis of a 360-day year of twelve 30- day months), which interest shall be payable in annual installments on January I of each year (such dates being `Interest Payment Dates") until paid, commencing on the first January 1 which occurs following the Dated Date and on which there are any funds available in and on deposit in the Series 2012A Junior Note Fund, and be a term note subject to mandatory -10- redemption prior to maturity as hereinafter provided, with a final installment of principal and interest coming due at Final Maturity. "Final Maturity" means (A) the date on which the City has made provision for or payment in full of all principal of and interest on the 2012A Note or (B) the earlier to occur of (i) the date which is twenty (20) years after the Dated Date or (ii) May 11, 2034. B. TERMS APPLICABLE TO THE SUBORDINATE NOTE IN ESCROW. There shall be borrowed for and on behalf of the City the sum of not to exceed $8,100,000 for the purposes aforesaid. As provided in the Redevelopment Agreement, simultaneously with the issuance of the 2012A Note, the City shall deliver the Subordinate Note to the Escrowee to be placed into irrevocable escrow (such. Subordinate Note being the "Escrowed Subordinate Note"). The City hereby expressly represents that its intent in authorizing the escrow of the Escrowed.Subordinate Note is to assure compliance by the City with the terms of the Redevelopment Agreement pertaining to the issuance of the Subordinate Note. Upon the receipt of the Final Report and not sooner than the earlier of (i) the date which is seven years after the dated date of the Redevelopment Agreement, or (ii) the date on which an initial Series of Bonds is issued by the City pursuant to a Bond Ordinance, the Escrowee at the written direction of the City shall release the Escrowed Subordinate Note from escrow and the Subordinate Note shall be issued in the principal amount of not to exceed $8,100,000 or such smaller amount as may be determined in accordance with (Section 5C of) the Redevelopment Agreement. The Subordinate Note shall be designated "Subordinate Lien Limited Revenue Note, (Bluff City Quarry Project), Series 20_" (such Series designation to be as the City Treasurer shall then deem appropriate). The Subordinate Note shall be deemed issued and be dated the first date on which the Outstanding Principal Amount equals not less than the sum of $50,000 (the "Dated Date"). The "Outstanding Principal Amount" is that amount, not to exceed $8,100,000, as provided above, -11- shown as advanced in even multiples of$1,000 from time to time and received by the City for value, as is noted on the Subordinate Note in the form of Advances for Value thereon, less payments of principal thereon. The Subordinate Note shall also bear the date of authentication, shall be in fully registered form, shall. bear interest at the Tax-exempt Rate (computed on the basis of a 360-day year of twelve 30-day months), which interest shall be payable in annual installments on January 1 of each year (such dates being "Interest Payment Dates") until paid, commencing on the first January 1 which occurs following the Dated Date and on which there are any funds available in and on deposit in the Gifford 300 Subordinate Note Fund, and be a term note subject to mandatory redemption prior to maturity as hereinafter provided, with a final installment of principal and interest coming due at Final. Maturity. "Final Maturity" means (A) the date on which the City has made provision for or payment in full of all principal of and interest on the Subordinate Note or (B) the earlier to occur of(i) the date which is twenty (20) years after the Dated Date or(ii) May 11, 2034. C. TERMS GENIRAU,Y APPLICABLE TO NOTES. Each Note shall bear interest from the later of its Dated Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal. amount of such Note is paid or duly provided for. Interest when due ("Current Interest") shalI be paid as hereinafter provided from the Series 2012A,Junior Note Fund or the Gifford 300 Subordinate Note Fund of the General Subaccount of the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund, and if funds on deposit therein and to the credit thereof are insufficient for such purpose, 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"). Deferred Accrued Interest shall itself not bear interest. The order of payment of interest on each Note until Stated Maturity shall be first, Deferred Accrued Interest, second, Current Interest, and' -12- third, mandatory redemption of principal as hereinafter set forth. By acceptance of a Note, each Noteholder accepts that there may be Deferred Accrued Interest on such Note, that is, that Current Interest may not have been paid, without any special notation having been made upon the Note itself. Deferred Accrued Interest shall be payable, prior to Final Maturity, only upon Interest Payment Dates to the Noteholder otherwise entitled to Current Interest on the Interest Payment Date that such Deferred Accrued Interest is paid. Failure to pay when due any installment of Current Interest or any amount of Deferred Accrued Interest or Outstanding Principal Amount of a Note due to insufficiency of the Pledged Moneys, whether at Stated Maturity, Final Maturity or otherwise, shall in no event be deemed to be an event of default on such Note. It is hereby expressly provided that in the event that there is an insufficiency of Pledged Moneys to pay any amount of Deferred Accrued Interest, Current Interest or Outstanding Principal Amount at Final Maturity, any such amount of Deferred Accrued Interest, Current Interest or Outstanding Principal Amount shall be extinguished and shall not be deemed to be owing and unpaid, it being the express intent of the City that each Note and all obligations arising thereunder shall be fully released upon Final Maturity. It is hereby further expressly provided that the Pay-As-You-Go Requirement set forth in the Redevelopment Agreement shall survive the Final Maturity of a Note. Any payments made by the City pursuant to said Pay-As-You-Go Requirement shall not be deemed to be payments of principal of or interest on a Note but rather shall constitute satisfaction of the contractual requirements thereupon imposed upon the City. Interest on each Note shall be paid by check or draft of the City, payable upon presentation thereof in lawful money of the United States of America, to the persons in whose name the Note is registered at the close of business on the Record Date. Interest on each Note may also be payable by wire transfer to any registered owner of such Note (as of the applicable -13- Record Date)holding an aggregate principal amount of$100,000 or more when such owner shall have registered such wire transfer payment by written instructions satisfactory to the Note Registrar at least 15 days prior to the applicable Record Date. The principal of each Note shall be payable in lawful money of the United States of America upon presentation thereof at the principal office maintained for the purpose by the Note Registrar, or at successor Note Registrar and locality. If an Interest Payment Date is not a Business Day at the place of payment, then payment may be made at that place on the next Business Day, and no interest shall accrue during the intervening period. Each Note shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the City and shall be signed by the manual or duly authorized facsimile signatures of the Mayor and City Clerk of the City, as they shall determine, and in case any officer whose signature shall appear on a Note shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. In the event that a Note shall be signed by the duly authorized facsimile signatures of the Mayor and City Clerk, such Note shall also have thereon a manually signed certificate of authentication substantially in the form hereinafter set forth in EXHIBIT C, duly executed by an authorized signatory of the Note Registrar as authenticating agent of the City (but it shall not be necessary that the same signatory sign the certificate of authentication of each Note that may be outstanding hereunder at any one time) and showing the date of authentication, and no Note shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Note Registrar by manual signature. Such certificate of authentication upon a Note shall be conclusive evidence that such Note has been authenticated and delivered under this Ordinance. -14- Upon authentication,the Note Registrar is hereby expressly authorized to deliver any Note issued under this Ordinance to or upon the order of the holder of such Note. Section 4. Mandatory Redemption; Prepayment. (a) Mandatory Redemption. Each Note shall be issued as a term note and shall be subject to mandatory redemption., by operation of the respective Note Fund, at a price of par plus accrued interest without premium, on January 1 of the years and upon the terms as follows: Whenever as of any Accounting there is on deposit in the respective Note Fund an amount in excess of the amount required to pay the Interest Requirement(all Deferred Accrued Interest and all Current Interest) on the respective Note for the Note Year commencing the subsequent January 1, the Note Registrar shall make provision for the mandatory redemption of the respective Note to the fullest extent practicable from such. excess, in amounts not less than $1,000 of Outstanding Principal Amount. The Notes shall be mandatorily redeemed in the amount of not less than $1,000 as aforesaid. The City covenants that it will cause the Note Registrar to redeem the Notes pursuant to the mandatory redemption required for the Notes. Proper provision for mandatory redemption having been made, the City covenants that the Outstanding Principal Amount hereof to be redeemed shall be payable as at Stated Maturity. (b) Optional Redemption. Each Note shall also be subject to redemption at the option of the City, in whole or in part, on any date, from any lawfully available monies, at a redemption price of par plus accrued interest to the redemption date. (c) Procedures for Redemption. For a mandatory redemption, the Note Registrar, unless otherwise notified by the City, shall proceed on behalf of the City as its agent to provide for the mandatory redemption of the Note without any further order or direction hereunder or otherwise. For an optional redemption, the City shall, at least 45 days prior to any optional -15- redemption date (unless a shorter time shall be satisfactory to the Noteholder), notify the Note Registrar of such redemption date and of the principal amount of the Note to be optionally redeemed. The Note Registrar shall promptly notify the City in writing of any scheduled redemption and, in the case of any partial redemption, the principal amount thereof to be redeemed. Unless waived by the Noteholder, notice of any mandatory or optional redemption shall be given by the Note Registrar by mailing the redemption notice by registered or certified mail not Iess than 30 days and not more than 60 days prior to the date fixed for redemption to the Noteholder at the address shown on the Note Register. All official notices of redemption shall include at least the information as follows: (1) the redemption date; (2) the redemption price; (3) if less than all of a Note of a Series is to be redeemed, the principal amount of the Note to be redeemed; (4) a statement that on the redemption date the redemption price will become due and payable upon the Note or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date; and (5) the place where the Note is to be surrendered for payment of the redemption price, which place of payment shall be the principal office maintained for the purpose by the Note Registrar.. Unless moneys sufficient to pay the redemption price of the Note or amount thereof to be redeemed shall have been received by the Note Registrar prior to the giving of such notice of redemption, such notice may, at the option of the City, state that said redemption shall be conditional upon the receipt of such moneys by the Note Registrar on or prior to the date fixed -16- for redemption. If such moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Note or amount thereof, and the Note Registrar shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that the Note or such amount of the Note will not be redeemed. Subject to the conditions of the immediately preceding paragraph, each Note or portion of Note so to be redeemed shall, on the redemption date,become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Note or portion of such Note shall cease to bear interest. Neither the failure to mail such redemption notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to any other registered owners. Notice having been properly given, failure of a registered Noteholder to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or the redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Note, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice shall be filed with the Note Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of a Note for redemption in accordance with said notice, such Note shall be paid by the Note Registrar at the redemption price. Interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of a Note, there shall be prepared for the Noteholder a new Note of the same Series and the same maturity in the amount of the unpaid principal. If a Note has been called for redemption and shall not be so paid upon surrender thereof for redemption, the principal shall,until paid,bear interest from the redemption date. -17- Section 5. Registration of Note; Persons Treated as Owners. The City shall cause the Note Register to be kept at the principal office maintained for the purpose by the Note Registrar, which is hereby constituted and appointed the note registrar of the City. The City is authorized to prepare, and the Note Registrar shall keep custody of, multiple Note blanks executed by the City for use in the transfer and exchange of the Notes. Upon surrender for transfer of a Note, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by, the Noteholder or his attorney duly authorized in writing, the City shall execute and the Note Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Note of the same Series and the same maturity for a like aggregate principal amount. The execution by the City of any fully registered Note shall constitute full and due authorization of such Note and the Note Registrar shall thereby be authorized to authenticate, date and deliver such Note. The person in whose name a Note shall be registered on the Note Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on such Note shall be made only to or upon the order of the Noteholder thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. No registered owner shall be charged a service charge for any transfer or exchange of a Note, but the City may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of a Note exchanged in. the case of the issuance of a new Note for the outstanding portion of a Note surrendered for redemption. -18- Section 6. Forms of Notes. The Notes shall be in substantially the forms attached hereto as EXHIBIT C. Section 7, Security for the Notes; Operation of Special Tax Allocation Fund; Rebate Fund. A. Pledged .Moneys Pledged. The City hereby pledges the Pledged Moneys for the purpose of providing funds required to pay the interest on the Notes as the same shall fall due and to pay and discharge the principal thereof at Stated Maturity promptly when due, but only in the priorities of lien specified herein and subject to the limitations contained herein and therein. Each Note is a limited obligation of the City and is payable solely and only from the Pledged Moneys as set forth in the lien priorities and as provided hereunder and the amounts on deposit in and pledged to the respective Note Fund as provided hereunder. As to the pledge of the Pledged Moneys, each Note is in all respects junior to any Senior Lien Bonds or Junior Lien Bonds hereafter issued and any obligations on a parity therewith, and, as to the pledge of the Pledged Moneys, is secured ratably and equally with all Parity Notes under this Ordinance. As provided in the Act, no Note constitutes an indebtedness of the City or a loan of credit thereof he eof within the meaning of any statutory or constitutional provision. B. Special Tax Allocation Fund The Special Tax Allocation Fund is hereby expressly continued as a trust fund established under the TIF Act for the purpose of carrying out the covenants, terms and conditions imposed upon the City by the TIF Act, any Indenture, any Bond Ordinance, and this Ordinance. The City hereby expressly creates within the Special Tax Allocation Fund two accounts to be known as the "Sub-STAF Gifford 300 Account" and the "Sub-STAF Municipal Account." Each Note is secured, in the priority of lien and as otherwise herein provided, by a pledge of the Limited Incremental Property Taxes on deposit in the respective Note Fund of the General -19- Subaccount of the Sub-STAF Gifford 300 Account, and such pledge is irrevocable until the obligations of the City are discharged under this Ordinance. The Incremental Property Taxes are to be paid by the officers of the County who collect or receive the same (i) to the Treasurer or (ii) as may be provided in any Indenture or Bond Ordinance. If and whenever the Treasurer receives any of the Incremental Property Taxes, he or she shall immediately deposit such Incremental Propety Taxes into the Special tax Allocation Fund. The Treasurer shall thereupon retain the Municipal Portion for deposit into and credit to the Sub-STAF Municipal Account and shall immediately transmit the Limited Incremental Property Taxes for deposit into the Sub-STAF Gifford 300 Account. There are hereby expressly created within the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund the following Subaccounts: the "Senior Lien Bond and Interest Subaccount" (but only upon the issuance of any Senior Lien Bonds), the "Senior Lien Debt Service Reserve Subaccount" (but only upon the issuance of any Senior Lien Bonds), the "Junior Lien Bond and Interest Subaccount" (but only upon the issuance of any Junior Lien Bonds), the "Junior Lien Debt Service Reserve and Redemption Subaccount" (but only upon the issuance of any Junior Lien. Bonds) and the "General Subaccount." If created, the Senior Lien Bond and Interest Subaccount, the Senior Lien Debt Service Reserve Subaccount,the Junior Lien Bond and Interest Subaccount and the Junior Lien Debt Service Reserve and Redemption Subaccount shall be held as provided in an Indenture or a Bond Ordinance, as the case may be. The City shall hold the General Subaccount. Each such Account shall be held separate and segregated from all other funds of the City. On or before each December 1, commencing on December 1, 2012 (or on or before such earlier date or dates as may be provided in an Indenture or a Bond Ordinance), the Treasurer shall conduct an accounting (an "Accounting") to determine the amounts, if any, to be -20- deposited in and shall transfer said amounts for deposit into and credit to the following Subaccounts in the order in which hereinafter mentioned, as follows: (a) The Senior Lien Bond and Interest Subaccount. Whenever there are any Senior Lien Bonds outstanding, there shall first be credited to the Senior Lien Bond and Interest Account and held, in cash and investments, such amount as may be required for any Senior Lien Bonds until the credit balance of said Account aggregates the amount required under any Indenture or Bond Ordinance. Except as hereinafter or in any Indenture or Bond Ordinance provided, moneys to the credit of the Senior Lien Bond and Interest Subaccount shall be used solely and only for the purpose of paying principal of and premium, if any, and interest on the Senior Lien Bonds as the same become due upon maturity or mandatory redemption. (b) The Senior Lien Debt Service Reserve Subaccount. Whenever there are any Senior Lien Bonds outstanding, there shall next be credited to the Senior Lien Debt Service Reserve Account and held, in cash and investments, such amount as may be required for any Future Senior Lien Bonds until the credit balance of said Account aggregates the amount required under any Indenture or Senior Lien Bond Ordinance. Monies on deposit in the Senior Lien Debt Service Reserve Subaccount may be used to redeem Senior Lien Bonds and shall be transferred to the Senior Lien Bond and Interest Subaccount as may be necessary from time to time to prevent or to remedy a default in the payment of principal of or interest or premium, if any, on the Senior Lien Bonds. Monies on deposit in the Senior Lien Debt Service Reserve Subaccount may be pledged to pay principal of any specified Senior Lien. Bonds under a related. Indenture or Bond Ordinance. (c) The Junior Lien Bond and Interest Subaccount. Whenever there are any Junior Lien Bonds outstanding, there shall next be credited to the Junior Lien Bond and Interest Account and held, in cash and investments, such amount as may be required for any Future Junior Lien Bonds until the credit balance of said Account aggregates the amount required tinder any Indenture or Bond Ordinance. Except as hereinafter or in any Indenture or Bond Ordinance provided, moneys to the credit of the Junior Lien Bond and Interest Subaccount shall be used solely and only for the purpose of paying principal of and premium, if any, and interest on the Junior Lien Bonds as the same become due upon maturity or mandatory redemption. (d) The Junior Lien Debt Service Reserve and Redemption Subaccount. Whenever there are any Junior Lien Bonds outstanding, there shall next be credited to the Junior Lien Bond and Interest Account and held, in cash and investments, such amount as may be required for any Future Junior Lien Bonds until the credit balance of said Account aggregates the amount required under any Indenture or Bond Ordinance. -21- (e) The General Subaccount. After the Limited Incremental Property Taxes, if any, shall have been deposited into and credited to the foregoing Subaccounts, the balance of the Limited Incremental Property Taxes, if any, on deposit in and to the credit of the Sub-STAF Gifford 300 Account shall be transferred and deposited into and. credited to the General Subaccount of the Sub-STAF Gifford 300 Account and shall be used by the Treasurer, without any further official action by or direction from the Corporate Authorities, as follows: (i) first, if necessary, to remedy any deficiencies in the Senior Lien Principal and Interest Subaccount (if created), the Senior Lien Reserve Subaccount (if created), the Junior Lien Principal and Interest Subaccount (if created), or the Junior Lien Reserve Subaccount(if created); (ii) second, to a separate and segregated account hereby created and to be known as the "Series 2012A Junior Note Fund,"as follows: (a) The Treasurer shall first credit to and deposit the Limited Incremental Property Taxes into the Series 2012A Junior Note Fund and, except as hereinafter provided, such moneys shall be used solely and only for the purpose of paying principal of and interest on the 2012A Note and any Parity Notes as the same become due at Stated Maturity, together with any fees in connection therewith. (iii) Whenever there are funds in the Series 2012A Junior Note Fund in excess of the Principal Requirement for the 2012A Note and any Parity Notes and the Interest Requirement for the 2012A Note and any Parity Notes, such funds shall next be deposited to a separate and segregated account hereby created and to be known as the"Gifford 300 Subordinate Note Fund"as follows: (a) The Treasurer shall first credit to and deposit the Limited Incremental Property Taxes into the Gifford 300 Subordinate.Note Fund and, except as hereinafter provided, such moneys shall be used solely and only for the purpose of paying principal of and interest on the Subordinate Note and any Parity Notes as the same become due at Stated Maturity, together with any fees in connection therewith. (iv) Whenever there are funds in the Gifford 300 Subordinate Note Fund. in excess of the Principal Requirement for the Subordinate Note and any Parity Notes and the Interest Requirement for the Subordinate Note and any Parity Notes, such funds shall be used by the City for one or more of the following purposes, in the following order of priority: 1. for the purpose of paying any costs of the Bluff City Redevelopment Project, including but not limited to the payment of debt service on obligations issued subordinate to any Senior Lien Bonds or any -22- Junior Lien Bonds, any bonds issued on a parity with any Senior Lien Bonds or Junior Lien Bonds,or any Parity Notes; or 2. for the purpose of redeeming Outstanding Senior Lien Bonds or Junior Lien Bonds; or 3. for the purpose of purchasing Outstanding Senior Lien Bonds or Junior Lien Bonds at a price not in excess of par and accrued interest and applicable redemption premium to the date of purchase; and. (v) thereafter, shall be used by the City for one or more of the following purposes, without any order of priority among them: 1. for the purpose of refunding, advance refunding or pre-paying the Notes or any Parity Notes; or 2. for the purpose of establishing such additional reserves as may be deemed necessary by the Corporate Authorities; or 3. for the purpose of reimbursing the City for any advances from its general corporate funds made in connection with any Senior Lien Bonds or Junior Lien Bonds, any obligations on a parity with any Senior Lien Bonds or Junior Lien Bonds, the Notes, any Parity Notes, the Bluff City Redevelopment Plan, the Bluff City Redevelopment Project (or any portion thereof)or the Redevelopment Project Area; or 4. for the purpose of distributing funds to the taxing districts or municipal corporation having power to tax real property located in the Redevelopment Project Area, in accordance with the TIF Act; or 5. for any other purpose set forth under the Bluff City Redevelopment Plan or the Bluff City Redevelopment Project as may be authorized under the TIF Act. C. The Rebate Account. There is hereby authorized to be created a separate and special account within the Special Tax Allocation Fund to be known as the "Gifford 300 Notes Rebate Account, " which shall be held by the Note Registrar and into which there shall be deposited as directed by the City and as necessary investment earnings in the Note Funds to the extent required so as to maintain the Tax-exempt status of interest on any Notes issued on a Tax-exempt basis. All rebates, special impositions or taxes for such purpose payable to the United States of America(Internal Revenue Service) shall be payable from the Rebate Account. -23- D. Investments. The moneys on deposit in the Sub-STAF Gifford 300 Account may be invested from time to time in Qualified Investments. Any such investments may be sold from time to time by the Treasurer without further direction from the Corporate Authorities as moneys may be needed for the purposes for which the Special Tax. Allocation Fund or such account have been created. Except as may be hereafter provided in an Indenture or a Bond Ordinance, any investment earnings shall be attributed to the subaccount for which the investment was made. Section 8. General Covenants. The City covenants and agrees with the holders of the Notes that, so long as any Notes remain outstanding and unpaid: (a) The City will punctually pay or cause to be paid from the respective accounts of the Note Fund the principal of and interest on the Notes in strict conformity with the terms of the respective Notes, the Redevelopment Agreement and this Ordinance, and it will faithfully observe and perform all of the conditions, covenants and requirements thereof. (b) The City will pay and discharge, or cause to be paid and discharged, from the Sub-STAF Gifford 300 Account an and all lawful claims which if unpaid, might Y � g become a lien or charge upon the Pledged Moneys, or any part thereof, or which might impair the security of the Notes, or either of them. Nothing herein contained shall require the City to make any such payment so long as the City in good faith shall contest the validity of said claims. (c) The City will keep,or cause to be kept,proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Redevelopment Project Area, the Bluff CityRedevelopment Plan, the Bluff City Redevelopment Project, the 2012 Public p � �' p J Redevelopment Projects, and the Pledged Moneys. Such books of record and accounts shall at all times during business hours be subject to the inspection of the respective holders of not less than ten per cent(10%)of the principal amount of the respective Notes then outstanding, or their representatives authorized in writing. The City will prepare or cause the preparation of complete financial. statements with respect to the preceding fiscal year showing the Pledged Moneys received, all disbursements from the funds and accounts created by this Ordinance and the financial condition of the Project, including the balances in all funds and accounts relating to the Notes and the 2012 Public Redevelopment Projects as of the end of such fiscal year, which statements shall be accompanied by a certificate or opinion in writing of an Independent certified public accountant. The City will furnish a copy of such statements -24- to any registered owner of ten percent (10%) or more in aggregate principal amount of the Note then outstanding, upon written request of such owner. (d) The City will preserve and protect the security of the Notes and the rights of the Noteholders. (e) The City will continue to implement the Bluff City Redevelopment Project and the 2012 Public Redevelopment Projects with all practicable dispatch in accord with its stated objectives and purposes in conformity with the Bluff City Redevelopment Plan and the TIF Act and will timely convene the joint review board for the Redevelopment Project Area and timely make available and file such information and reports as shall be required by the TIF Act while either Note or any portion thereof remains outstanding. (f) The City will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and for the better assuring and confirming unto the Noteholders the rights and benefits provided in this Ordinance. (g) So long as any portion of either Note remains outstanding,the City will take no action, nor will the City omit to take any action, which act or omission will in any way adversely affect the ability of the City to collect the Incremental Property Taxes or to allocate the Limited Incremental Property Taxes as provided in this Ordinance, and the City and its officers will comply with all present and future applicable laws in order to assure that the Pledged Moneys will be collected, allocated and deposited in the funds and accounts as herein provided. Section 9. Delivery of 2012A Note and Escrow of Subordinate Note. As soon as may be after this Ordinance becomes effective, the Notes shall be executed by the Designated Officers. The Designated Officers as shall be appropriate are hereby authorized to proceed, without any further official authorization or action by the Corporate Authorities, to approve or execute, or both, such documents as shall be necessary to effectuate the issuance and delivery of the 2012A Note and the escrow and subsequent release from. escrow of the Subordinate Note, with such insertions, deletions, additions, modifications or changes as they shall reasonably determine to be desirable, necessary and in the best interests of the City, their approval or execution thereof to constitute ratification by the Corporate Authorities of any such insertion, deletion, addition, modification or change with no further official action, authorization or -25- determination of the Corporate Authorities. The agreement with the Developer to purchase the Notes is hereby ratified, approved and confirmed, it being hereby expressly found that no person holding any office of the City either by election or appointment is in any manner financially interested, either directly in his own name or indirectly in the name of any other person, association, trust or corporation, in said agreement with the Developer for the purchase of the Notes. Any Designated Officer and such other officers of the City as may be necessary are hereby further authorized to execute such documents, including, specifically, such closing documents and certifications as shall be required by Bond Counsel to render their opinions relating to the validity of the Notes and the treatment of interest thereon for federal income taxation purposes. Section 10. Note Proceeds. The performance by the Developer of its obligations pursuant to the Redevelopment Agreement shall be deemed to be consideration for the issuance of the Notes. To that end the Designated Officers are hereby expressly directed to authorize the drawdown of the principal amount of the Notes as herein authorized and as provided and pursuant to the conditions set forth in the Redevelopment Agreement, not to exceed (i) in the case of the 2012A Note, the aggregate principal amount of$13,500,000 and (ii) in the case of the Subordinate Note, the aggregate principal amount of$8,100,000 or such smaller amount as may be determined in accordance with (Section 5C of) the Redevelopment Agreement, upon delivery from time to time by the Developer to the City of such evidence of performance as such Designated Officers as provided in the Redevelopment Agreement, without further official action or direction by the Corporate Authorities. All proceeds of the Notes shall be deemed fully expended upon the relevant drawdown of the principal amount thereof. -26- Section H. Senior Lien Bonds; Junior Lien Bonds; Parity Notes, Refunding. A. SENIOR LIEN BONDS; JUNIOR LIEN BONDS; PARITY NOTES. No Senior Lien Bonds,Junior Lien Bonds or Parity Notes shall be issued unless the City shall have obtained the prior written consent of all of the registered owners of the Notes then outstanding. The City hereby expressly reserves unto itself without restriction of any type or kind whatsoever the right to issue obligations secured by the Municipal TIF Account. B. REFUNDING. Parity Notes issued to refund, whether at or in advance of maturity, any portion or all of the Notes issued under this Ordinance may be issued by the Corporate Authorities hereunder, and, upon such issuance and to the extent so designated in any Bond Ordinance authorizing such obligations, shall be a "Note" as defined hereunder, subject to the limitations hereof. Section 12. No Private Activity Bonds. Neither Note is a "private activity bond" as defined in Section 141(a) of the Code. In support of such conclusion, the City certifies, represents and covenants as follows: A. No direct or indirect payments are to be made on the Notes, or either of them, with respect to any Private Business Use by any person other than a state or local governmental unit. B. None of the proceeds of the Notes, or either of them, is to be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. Section 13. General Arbitrage Provisions. A. Except for the Note Funds, the City has not created or established and will not create or establish any sinking fund, reserve fund or any other similar fund to provide for the payment of the Notes. Each Note Fund has been established and will be funded in a manner primarily to achieve a proper matching of tax revenues and debt -27- service, and will be collectively depleted at least annually to an amount not in excess of 1/12 the particular annual debt service on the respective Notes. Money deposited therein will be spent within a 13-month period beginning on the date of deposit, and investment earnings therein will be spent or withdrawn within a one-year period beginning on the date of receipt. B. The investment of proceeds or funds related to the Notes by the Designated Officers at a yield which is restricted to a lower yield than otherwise obtainable in order to meet any covenants relating to the Tax-exempt status of the Notes, or either of them, as advised by Bond Counsel, or as otherwise determined to be necessary for such purpose, is expressly authorized and directed. The City further certifies and covenants as follows with respect to the requirements of Section 148(t) of the Code, relating to the rebate of "excess arbitrage profits" (the "Rebate Requirement")to the United States: C. Unless an applicable exception to the Rebate Requirement is available to the City, the City will meet the Rebate Requirement. D. Relating to applicable exceptions, the Designated Officers are hereby authorized to make such elections under the Code as such officers, or any of them, shall. deem reasonable and in the best interests of the City If such election may result in a "penalty in lieu of rebate" as provided in the Code, and such penalty is incurred (the "Penalty"), then the City shall pay such Penalty. E. The Designated Officers shall cause to be established, at such time and in such manner as they may deem necessary or appropriate hereunder,the Rebate Fund for the Notes, and such officers shall further, not less frequently than annually, cause to be transferred to the Rebate Fund the amount detennined to be the accrued liability under the Rebate Requirement or Penalty. Said officers shall cause to be paid to the U.S., without further order or direction from the -28- Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. F. Interest earnings in the Note Funds are hereby authorized to be transferred, without further order or direction from the Corporate Authorities, from time to time as required, to the Rebate Fund for the purposes herein provided; and proceeds of the Notes and other funds of the City are also hereby authorized to be used to meet the Rebate Requirement or to pay the Penalty, but only if necessary after application of investment earnings as aforesaid and only Y as appropriated by the Corporate Authorities. The City also certifies and further covenants with the Noteholders that moneys on deposit in any fund or account in connection with the Notes, whether or not such moneys were derived from the proceeds of the sale of the Note or from any other source, will not be used in a manner which will cause the Note to be an "arbitrage bond within the meanie of Code Section 148 g and any lawful regulations promu lgated thereunder, as the same presently exist or may from time to time hereafter be amended, supplemented or revised. None of the proceeds of the Note will be used to a directly or indirectly, in whole or in p pay, Y Y part, for an expenditure that has been paid b the City prior to the date hereof. This Ordinance is Y �' in itself a declaration of official intent under Treasury Regulations Section 1.150-2 as to all costs paid after the date hereof and prior to issuance of the Notes. Section 14. Further Tax Covenants. The Cityagrees to comply with all provisions of g PY the Code which, if not complied with by the City, would cause any Note issued as Tax-exempt not to be Tax-exempt. In furtherance of the foregoing provisions, but without limiting their 7 to make such further specific covenants generality, the City agrees: (a)through its officers, a e ,u p , representations as shall be truthful, and assurances as may be necessary or advisable; (b)to comply with all representations, covenants and assurances contained in certificates or agreements -29- as may be prepared by Bond Counsel; (c)to consult with Bond Counsel and to comply with such advice as may be given; (d)to pay to the United States, if necessary, such sums of money representing required rebates of excess arbitrage profits relating to any Tax-exempt Note; (e)to file such forms, statements and supporting documents as may be required and in a timely manner; and (l) if deemed necessary or advisable by its officers,to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the City in such compliance. Section IS. Registered Form. The City recognizes that Section 149 of the Code requires any Note to be issued on a Tax-exempt basis to be issued in and thereafter to remain in fully registered form in order to be and remain Tax-exempt. In this connection, the City agrees that it will not take any action to permit any Note issued on a Tax-exempt basis to be issued in, or converted into, bearer or coupon form. Section 16. Opinion o Counsel Exception. The City reserves the right to use or invest P .T 1 tY g moneys in connection with any Note issued as Tax-exempt in any manner, or to use, treat or contract with respect to the 2012 Public Redevelopment Projects, notwithstanding the covenants in Sections 12 to 15 herein provided it shall first have received an opinion from Bond Counsel to �P P the effect tha t use or investment of such s mone or use of the 2012 Public Redevelopment Y � p Projects, as contemplated will not result in any adverse effect on the Tax-exempt status of interest on any Note issued as Tax-exempt. Section 17. Payment and Discharge. Any Note may be discharged, payment provided for and the Y CitY's liability terminated as follows: b aid to the b (a) Discharge of Indebtedness. If(i)the City shall pay or cause to p Noteholders the principal and interest to become due thereon at the times and in the manner stipulated therein and herein, (ii) all fees and expenses of the Note Registrar shall have been paid, and (iii) the City shall keep, perform and observe all and singular the covenants and promises in such Note and in this Ordinance expressed as to be kept, performed and observed by it or on its part, then these presents and the rights hereby granted shall cease, determine and be void. if the City shall pay or cause to be paid to the Noteholders the principal, premium, if any, and interest to become due thereon at the -30- times and in the manner stipulated therein and herein, the Note shall cease to be entitled to any lien, benefit or security under this Ordinance, and all covenants, agreements and obligations of the City to the Noteholders shall thereupon cease, terminate and become void and discharged and satisfied. (b) .Provision for Payment. Whenever sufficient cash and/or Government Securities shall have been deposited with an institution having fiduciary powers in an irrevocable escrow (whether upon or prior to the maturity or the redemption date of the Note) the Note shall be deemed to be paid within the meaning of this Ordinance and no longer outstanding under this Ordinance; provided, however, that if the Note is to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given as provided in this Ordinance or provision shall have been made for the giving thereof. Government Securities shall be considered sufficient only if said investments are not redeemable prior to maturity at the option of the issuer and mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest and to pay principal when due on the Note. (c) Termination of City's Liability. Upon the discharge of indebtedness under paragraph (a) hereof, or upon the deposit of sufficient cash and Government Securities (such sufficiency being determined as provided in paragraph(b)hereof) for the retirement of the Note, all liability of the City in respect of the Note shall cease, determine and be completely discharged and the Noteholders shall thereafter be entitled only to payment out of the cash and the proceeds of the Government Securities deposited as aforesaid for their payment. Section 18. This Ordinance a Contract. The provisions of this Ordinance shall constitute a contract between the City and the Noteholders, and no changes, additions or alterations of any kind shall be made hereto, except as herein provided. Section 19. .Partial Invalidity. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. Section 20. List of Noteholders. The Note Registrar shall maintain a list of the names and addresses of the Noteholders and upon any transfer shall add the name and address of the new Noteholder and eliminate the name and address of the transferor Noteholder. Section 21. Supplemental Ordinances. With the consent of the registered owners of not less than 66% in aggregate principal amount of the Note at the time outstanding, the City, by the -31- Corporate Authorities may pass an ordinance or ordinances supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Ordinance or of any supplemental ordinance; provided that no such modification or amendment shall extend the maturity or reduce the interest rate on or otherwise alter or impair the obligation of the City to pay the principal, interest or redemption premium, if any, at the time and place and at the rate and in the currency provided therein of any portion of the Note without the express consent of the Noteholders, or permit the creation of a preference or priority of any portion of the Note over any other portion of the Note, or reduce the percentage of principal amount of the Note required for the affirmative vote or written consent to an amendment or modification, or deprive the Noteholders (except as aforesaid)of the right to payment of the Note from the revenues pledged thereto without the consent of the registered owners of all of the Note (as the case may be)then outstanding. Section 22. Rights and Duties of Note Registrar. If requested by the Note Registrar, any Designated. Officer is authorized to execute the Note Registrar's standard form of agreement between the City and the Note Registrar with respect to the obligations and duties of the Note Registrar hereunder. In addition to the terms of such agreement or agreements and subject to modification thereby,the Note Registrar by acceptance of duties hereunder agrees: (a) to act as note registrar, paying agent, authenticating agent, and transfer agent as respectively provided herein; (b) to maintain a list of Noteholders as set forth herein and to furnish such list to the City upon request, but otherwise to keep such list confidential to the extent permitted by law; (c) to cancel and/or destroy any Note which has been paid at Stated Maturity or upon redemption or submitted for exchange or transfer; -32- (d) to furnish the City at least annually a certificate with respect to portions of the Note cancelled and/or destroyed; and (e) to furnish the City at least annually an audit confirmation of amount of the Note paid, outstanding and payments made with respect to interest on the Note. The City Clerk of the City is hereby directed to file a certified copy of this Ordinance with the Note Registrar. Section 23. Prior Inconsistent Proceedings. All ordinances, resolutions or orders, or parts thereof, in conflict with the provisions of this Ordinance, are to the extent of such conflict hereby repealed. Section 24. Immunity of Officers, Employees and Members of*City. No recourse shall be had for the payment of the principal of or premium or interest on the Note or for any claim based thereon or upon any obligation, covenant or agreement in this Ordinance contained against any past, present or future officer, director, member, employee or agent of the City, or of any successor public corporation, as such, either directly or through the City or any successor public corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the passage of this Ordinance and the issuance of the Note. -33- Section 25. Publication. This Ordinance shall be published within ten (10) days of its passage in pamphlet form. by authority of the Corporate Authorities, but shall be immediately in full force and effect upon its adoption and approval. Passed this__day of , 2012. AYES: NAYS: ABSENT: Approved: this day of , 2012. Mayor, City of Elgin, Kane and Cook Counties, Illinois Recorded in the City Records the day of ,2012.. Published in pamphlet form the day of , 2012. Attest: City Clerk, City of Elgin Kane and Cook Counties, Illinois -34- EXHIBIT A LECAL DESCRIPTION OF BLUFF CITY REDEVELOPMENT PROJECT AREA -35- EXHIBIT B LEGAL DESCRIPTION OF SUBJECT PROPERTY -3 6- EXHIBIT C FORMS OF NOTES -37- i FORM OF 2012A JUNIOR NOTE STATE OF ILLINOIS COUNTIES OF COOK,DUPAGE, AND KANE CITY OF ELGIN JUNIOR LIEN LIMITED REVENUE NOTE (BLUFF CITY QUARRY PROJECT), SERIES 2012A SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED NO. ONE $13,500,000 KNOW ALL PERSONS BY THESE PRESENTS that the City OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS (the "City"), 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, as hereinafter described, on the Final Maturity hereof. "Final Maturity" means the earliest to occur of(a) the date on which the City 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) May 11, 2034, 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 January I of each year (being the "Regular Interest Payment Date") until paid, commencing on the first January I following the Dated Date on which fiends are available and on deposit in the hereinafter defined Series 2012A Junior Note Fund, except as the hereinafter stated provisions for redemption prior to maturity may and shall become applicable hereto. The "Outstanding Principal Amount" is that amount, not to exceed the Face -38- Amount of this Note as set forth above, shown as advanced in even multiples of$1,000 from time to time and received by the City for value, as is noted on this Note in the form of Advances for Value hereon, less payments of principal hereon. The Interest Rate is a rate percent per annum which is equal to percent ( %). The Dated Date hereof shall be deemed to be the first date on which the Outstanding Principal Amount equals not less than the sum of$50,000, being 2012. 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 Note Fund, and if funds on deposit therein and to the credit thereof are insufficient for such purpose, 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"). Deferred Accrued Interest which is owing and unpaid shall not itself bear 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, as adjusted and shown as advanced in the form of Advances for Value hereon. Failure to pay when due any installment of Current Interest or any amount of Outstanding Principal Amount due to insufficiency of the hereinafter defined Limited Incremental Property 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 -39- 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 City 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 Record Date. Interest hereon shall be paid by check or draft of the Issuer, 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 by operation of the Series 2012A Junior Note Fund of the General Subaccount of the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund (the "Series 2012A Junior Note Fund") 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 Series 2012A Junior Note Fund an amount in excess of the amount required to pay all Deferred Accrued Interest and. to pay Current Interest due and payable during the Note Year commencing on the January 1 next succeeding such Accounting. The Note Registrar shall make provision for the mandatory redemption of this Note to the fullest extent practicable from such excess. The Issuer 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 Issuer covenants that the Outstanding Principal Amount hereof to be redeemed shall be payable as at Stated Maturity. -40- This Note is also subject to redemption prior to maturity, at the option of the Issuer, in whole or in part, from any available funds, on any date, at the redemption price of par plus accrued interest to the date fixed for redemption,and as further provided in the Note Ordinance. Subject to the provisions of the hereinafter defined Note Ordinance, this Note may be transferred as a whole but not in part. Upon surrender hereof at the principal office maintained for the purpose by the Note Registrar, accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the Note Registrar shall register this Note in the name of the new Registered Owner on the registration grid provided herein, and shall also enter the name and address of the new registered owner in the Note Registrar. 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 City 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 (i) a portion of the ad valorem taxes, if any, arising from the taxes levied upon taxable real property in a portion of the Bluff City Quarry Redevelopment Project Area heretofore designated by the Issuer in accord with the provisions of the TIF Act (the "Redevelopment Project Area") by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area, -41- which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Redevelopment Project Area over and above the initial equalized assessed value of each such piece of property, all as determined in. accordance with the provisions of the TIF Act (if, as and when received, the "Incremental Property Taxes") (said portion of the Incremental Property Taxes being the "Limited Incremental Property Taxes"), and on deposit in and pledged to the Series 2012A Junior Note Fund of the of the General Subaccount of the sub-STAF Gifford 300 Account of the Bluff City Quarry Redevelopment Project Area Special Tax Allocation Fund (the "Special Tax Allocation Fund") heretofore established by the City in connection with the designation of the Redevelopment Project Area and (ii) the investment earnings thereon (the Limited Incremental Property Taxes and the investment earnings thereon being, collectively, the "Pledged Moneys" under the hereinafter defined Note Ordinance). This Note is being issued for the purposes 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 City Council of the City (the "Corporate Authorities") pursuant to the Act and in an ordinance authorizing the issuance of this Note adopted by the Corporate Authorities on the day of , 2012, and authorizing the issuance hereof (the "Note Ordinance"), and in that certain Redevelopment Agreement by and between the City and the Developer, and relating to the Redevelopment Project Area (as supplemented or amended, 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. Limited Incremental Property Taxes on deposit in the Series 201.2A Junior 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 -42- 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. This Note, together with the interest thereon, is a limited obligation of the Issuer, payable solely from the Pledged Moneys and the amounts on deposit in and pledged to the Series 2012A Junior Note Fund as provided in the Note Ordinance and the Redevelopment Agreement. Additional obligations on a parity with this Note may be issued as in 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 DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NO HOLDER OF THIS NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON. The Issuer 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: May 11, 2034. It is hereby expressly provided that the Pay-As-You-Go Requirement set forth in the Redevelopment Agreement shall survive the Final Maturity of this Note. Any payments made by the City pursuant to said Pay-As-You-Go Requirement shall not be deemed to be payments of principal of or interest on this Note but rather shall constitute satisfaction of the contractual requirements thereupon imposed upon the City. 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 -43- done and performed in regular and due form and time as required by law, and the Issuer hereby covenants and agrees that it has made provision for the segregation of the fledged 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 b the Note Ordinance acid the Redevelopment Agreement. P Y P b This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed b the Note Registrar. g Y g The tables and forms following the signatures on this Note and entitled Advances for Value 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. -44- IN WITNESS WHEREOF the City has caused this Note to be signed by the manual or duly authorized facsimile signatures of its Mayor and by its City 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 , 2012. CITY OF ELGIN,KANE AND COOK COUNTIES,ILLINOIS [SEAL] By Mayor, City of Elgin, Kane and Cook Counties, Illinois Attest: City Clerk, City of Elgin,Kane and Cook Counties, Illinois Date of Authentication: _, 2012. CERTIFICATE Note Registrar and Paying Agent: City OF Treasurer, City of Elgin, Kane and AUTHENTICATION Cook Counties, Illinois This Note is the Note described in the within mentioned Note Ordinance and is the Junior Lien Limited Revenue Note, Series 2012A (Bluff City Quarry Project), of the City of Elgin, Kane and Cook Counties, Illinois. City Treasurer, as Note Registrar By -45- STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN JUNIOR LIEN LIMITED REVENUE NOTE,SERIES 2012A (BLUFF CITY QUARRY PROJECT) SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED No.ONE $13,500,000 ADVANCES FOR VALUE This Note is valid to the amount set forth below, the aggregate of said amounts being its Outstanding Principal Amount. SIGNATURE OF AMOUNT ADVANCED($} DATE ADVANCED CITY TREASURER 50,000 ,2012 STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN JUNIOR LIEN LIMITED REVENUE NOTE,SERIES 2012A (BLUFF CITY QUARRY PROJECT) SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED No.ONE $13,500,000 REGISTERED OWNER NOTATION This Note shall be registered on the Note Register of the City kept for the purpose by the City 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 CITY TREASURER 52012 FORM OF SUBORDINATE NOTE STATE OF ILLINOIS COUNTIES OF COOK,DUPAGE, AND KANE CITY OF ELGIN SUBORDINATE LIEN LIMITED REVENUE NOTE (BLUFF CITY QUARRY PROJECT), SERIES 20� SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED No. ONE $_,_,000 KNOW ALL PERSONS BY THESE PRESENTS that the City OF ELGIN, KANE AND COOL{ COUNTIES, ILLINOIS (the "City"), 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, as hereinafter described, on the Final Maturity hereof. "Final Maturity" means the earliest to occur of(a) the date on which the City 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) May 11, 2034, 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 January i of each year (being the "Regular Interest Payment Date") until paid, commencing on the first January I following the Dated Date on which funds are available and on deposit in the hereinafter defined Gifford 300 Subordinate Note Fund, except as the hereinafter stated provisions for redemption prior to maturity may and shall become applicable hereto. The "Outstanding Principal Amount" is that amount, not to exceed the Face Amount of this Note as set forth above, shown as advanced in even multiples of $1,000 from 3001136_04 00 2188126H.-inpme/65/12 time to time and received by the City for value, as is noted on.this Note in the form of Advances for Value hereon, less payments of principal hereon. The Interest Rate is a rate percent per annum which is equal to percent (__%). The Dated Date hereof shall be deemed to be the first date on which the Outstanding Principal Amount equals not less than the sum of$50,000, being 2012. 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 Note Fund, and if funds on deposit therein and to the credit thereof are insufficient for such purpose, 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"). Deferred Accrued Interest which is owing and unpaid shall not itself bear 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, as adjusted and shown as advanced in the form of Advances for Value hereon. Failure to pay when due any installment of Current Interest or any amount of Outstanding Principal Amount due to insufficiency of the hereinafter defined Limited Incremental Property 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. -2- 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 City 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 Record Date. Interest hereon shall be paid by check or draft of the Issuer, 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 by operation of the Gifford 300 Subordinate Note Fund of the General Subaccount of the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund (the "G fford 300 Subordinate Note Fund") 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 Gifford 300 Subordinate Note Fund an amount in excess of the amount required to pay all Deferred Accrued Interest and to pay Current Interest due and payable during the Note Year commencing on the January 1 next succeeding such Accounting. The Note Registrar shall make provision for the mandatory redemption of this Note to the fullest extent practicable from such excess. The Issuer 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 Issuer covenants that the Outstanding Principal Amount hereof to be redeemed shall be payable as at Stated Maturity. -3- This Note is also subject to redemption prior to maturity, at the option of the Issuer, in whole or in part, from any available funds, on any date, at the redemption price of par plus accrued interest to the date fixed for redemption, and as further provided in the Note Ordinance. Subject to the provisions of the hereinafter defined Note Ordinance, this Note may be transferred as a whole but not in part. Upon surrender hereof at the principal office maintained for the purpose by the Note Registrar, accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the Note Registrar shall register this Note in the name of the new Registered Owner on the registration grid provided herein, and shall also enter the name and address of the new registered owner in the Note Registrar. 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 City 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 (i) a portion of the ad valorem taxes, if any, arising from the taxes levied upon taxable real property in a portion of the Bluff City Quarry Redevelopment Project Area heretofore designated by the Issuer in accord with the provisions of the TIF Act (the "Redevelopment Project Area") by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area, -4- wluch taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Redevelopment Project Area over and above the initial equalized assessed value of each such piece of property, all as determined in accordance with the provisions of the TIF Act (the "Incremental Property Taxes") (said portion of the Incremental Property Taxes being the "Limited Incremental Property Taxes"), and on deposit in and pledged to the Gifford 300 Subordinate Note Fund of the of the General Subaccount of the sub-STAF Gifford 300 Account of the Bluff City Quarry Redevelopment Project Area Special Tax Allocation Fund (the "Special Tax Allocation Fund") heretofore established by the City in connection with the designation of the Redevelopment Project Area and (ii)the investment earnings thereon (the Limited Incremental Property Taxes and the investment earnings thereon being, collectively, the "Pledged Moneys" under the hereinafter defined Note Ordinance). This Note is being issued for the purposes 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 City Council of the City (the "Corporate Authorities") pursuant to the Act and in an ordinance authorizing the issuance of this Note adopted by the Corporate Authorities on the day of , 2012, and authorizing the issuance hereof(the "Note Ordinance"), and in that certain Redevelopment Agreement by and between the City and the Developer, and relating to the Redevelopment Project Area (as supplemented or amended, 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. Limited.Incremental Property Taxes on deposit in the Series 2012A Junior 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 -5- 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. This Note, together with the interest thereon, is a limited obligation of the Issuer, payable solely from the Pledged Moneys and the amounts on deposit in and pledged to the Gifford 300 Subordinate Note Fund as provided in the Note Ordinance and the Redevelopment Agreement. Additional obligations on a parity with this Note may be issued as in 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 DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NO HOLDER OF THIS NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON. The Issuer 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: May 11, 2034. It is hereby expressly provided that the Pay-As-You-Go Requirement set forth in the Redevelopment Agreement shall survive the Final Maturity of this Note. Any payments made by the City pursuant to said Pay-As-You-Go Requirement shall not be deemed to be payments of principal of or interest on this Note but rather shall constitute satisfaction of the contractual requirements thereupon imposed upon the City. 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 Issuer hereby -6- 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 entitled Advances for Value 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. -7- IN WITNESS WHEREOF the City has caused this Note to be signed by the manual or duly authorized facsimile signatures of its Mayor and by its City 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 . CITY OF ELGIN,KANE AND COOK COUNTIES,ILLINOIS [SEAL] By Mayor,City of Elgin,Kane and Cook Counties,Illinois Attest: City Clerk, City of Elgin, Kane and Cook Counties,Illinois Date of Authentication: 20_. CERTIFICATE Note Registrar and Paying Agent: City OF Treasurer, City of Elgin,Kane and AUTHENTICATION Cook Counties,Illinois This Note is the Note described in the within mentioned Note Ordinance and is the Subordinate Lien Limited Revenue Note (Bluff City Quarry Project), Series 20_, of the City of Elgin, Kane and Cook Counties, Illinois. City Treasurer, as Note Registrar By -8- STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN SUBORDINATE LIEN LIMITED REVENUE NOTE (BLUFF CITY QUARRY PROJECT),SERIES 20_ SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED No.ONE $_,_,000 ADVANCES FOR VALUE This Note is valid to the amount set forth below, the aggregate of said amounts being its Outstanding Principal Amount. SIGNATURE OF AMOUNT ADVANCED($) DATE ADVANCED CITY TREASURER 50,000 , 20_ STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN SUBORDINATE LIEN LIMITED REVENUE NOTE (BLUFF CITY QUARRY PROJECT),SERIES 20_ SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED NO. ONE REGISTERED OWNER NOTATION This Note shall be registered on the Note Register of the City kept for the purpose by the City 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 CITY TREASURER 20 EXTRACT OF MINUTES of a public meeting of the City Council of the City of Elgin, Kane and Cook Counties, Illinois, held at the City Hall, Elgin, Illinois, in said City at o'clock p.m. on the_day of , 2012. The meeting was called to order by the Mayor and upon the roll being called, , the Mayor. Upon the roll being called,the Mayor and the following Council Members answered present at said location: The following Council Members were allowed by a majority of the Council Members in accordance with and to the extent allowed by rules adopted by the City Council to attend the meeting by video or audio conference: No Council Member was not permitted to attend the meeting by video or audio conference. The following Council Members were absent and did not participate in the meeting in any manner or to any extent whatsoever: The following were absent: Council Member presented and the City Attorney explained in full an Ordinance that was laid before the City Council in words and figures and made available to any other person in attendance who requested one as follows: Council Member moved the adoption of said ordinance, and Council Member seconded the motion. After a full and complete discussion thereof including a public recital of the nature of the matter being considered and such other, information as would inform the public of the nature of the business being conducted, the Mayor directed the City Clerk to call the roll for a vote upon the motion to adopt said ordinance. Upon the roll being called the following Council Members voted: AYE: and the following voted: NAY: The Mayor then declared the motion carried and said ordinance adopted, approved the same in open meeting and directed the City Clerk to record the same in full in the records of the City Council of the City of Elgin, Kane and Cook Counties,Illinois,which was done. Other business not pertinent to the adoption of said ordinance was duly transacted at the meeting. Upon motion being duly made, seconded and carried,the meeting was adjourned. City Clerk -2. STATE OF ILLINOIS ) ) SS COUNTY OF KANE ) CERTIFICATION OF ORDINANCE,MINUTES,AGENDA AND PUBLICATION IN PAMPHLET FORM I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the City of Elgin, Kane and Cook Counties, Illinois (the "City"), and that as such official I am the keeper of the records and files of the City Council of the City(the "Corporate Authorities"). I do further certify that the foregoing is a full,true and complete transcript of that portion of the minutes of the meeting of the Corporate Authorities held on the_day of , 2012, insofar as same relates to the adoption of an ordinance entitled: AN ORDINANCE of the City of Elgin, Kane and Cook Counties, Illinois, providing for the issuance of a not to exceed $13,500,000 Junior Lien Limited Revenue Note, Series 2012A (Bluff City Quarry Project), and a not to exceed $8,100,000 Subordinate Lien Limited Revenue Note (Bluff City Quarry Project), and pledging certain incremental property tax revenues to the payment thereof. (the "Ordinance"), a true, correct and complete copy of which Ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Corporate Authorities on the adoption of the Ordinance were conducted openly, that the vote on the adoption of said ordinance was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all of the news media requesting such notice; that an agenda for said meeting (the "Agenda') was posted at the location where said meeting was held and at the principal office of the Corporate Authorities on a day which was not a Saturday, Sunday or legal holiday for Illinois municipalities and not less than 48 hours in advance of holding said meeting; that the Agenda described or made specific reference to the Ordinance;that a true, correct and complete copy of the agenda as so posted is attached hereto; that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and that the Corporate Authorities have complied with all of the provisions of said Act and the Illinois Municipal Code, as amended, except as said Act and said Code may be validly superseded by the home rule powers of the City, and with all of the procedural rules of the Corporate Authorities. I do further certify that the Ordinance was published by authority of the Corporate Authorities in pamphlet form at p.m. on the day of , 2012, and the Ordinance as so published was on said date readily available for public inspection and distribution, in sufficient number to meet the needs of the general public, at my office as City Clerk located in the City. IN WITNESS WHEREOF, I have hereunto affixed my official signature and the seal of the City,this day of ,2012. City Clerk [SEAL] City Clerk to Attach Agenda -2- STATE OF ILLINOIS ) SS COUNTY OF KANE ) VIDEO/AUDIO ATTENDANCE CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the City of Elgin, Kane and Cook.Counties, Illinois (the "City"), and as such official I do further certify as follows: 1. That at the meeting of the City Council of the City(the "Corporate Authorities")on the day of , 2012 (the "Meeting attended the Meeting by video or audio conference. 2. That said member(s) of the Corporate Authorities was/were prevented from physically attending the Meeting because of the reason(s)as follows: MEMBER REASON' 3. That said member(s) of the Corporate Authorities notified me before the Meeting that he/she/they wished to attend the Meeting by video or audio conference. 4. That attached hereto as Exhibit 1 is a true, correct and complete copy of the rules adopted by the Corporate Authorities for allowing a member of the Corporate Authorities to attend a meeting of the Corporate Authorities by video or audio conference. 5. That the Meeting was duly called, noticed and held in strict compliance with all of the provisions of the Open Meetings Act of the State of Illinois, as amended, and the ordinances, resolutions, rules,regulations and proceedings of the Corporate Authorities. I Section 7 of the Open Meetings Act of the State of Illinois, as amended, provides the following three reasons a person may be prevented from physically attending a meeting: (i)personal illness or disability; (ii)employment purposes or the business of the public body;or(iii)a family or other emergency. IN WITNESS WHEREOF, I hereunto affix my official signature and the official corporate seal of the Corporate Authorities,this day of , 2012. City Clerk [SEAL] -2 - EXHIBIT D PHASED CONCEPT PLAN LEGEND Fri tabbics, ................. ............ mII MIA I. KSIGNED ME) OWNER NOTICE SHEET BLUFF CITY MATERIALS,INC. Gifford 300 DATE R-7.fti Aj HATE �DESMIPTION a BEVISI I 0 emw Elgin TIF Phase Layout EXHIBIT E FORM OF REQUEST FOR ISSUANCE EXHIBIT E REQUEST FOR ISSUANCE The undersigned, Bluff City Materials, Inc., an Illinois corporation ("Developer'), the City of Elgin, Illinois (the "City") and Gifford 300 LLC, an Illinois limited liability company (the "Owner") did enter into a certain Redevelopment and Financing Agreement dated as of June 13 ,2012(the"RDA"). The terms and provisions of the RDA are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings as set forth in the RDA. As and for the Developer's request to the City that it issue a Certificate of Expenditure in the amount of $ , to be attached to the (__) 2012A Note or (_) Subordinate Note, the Developer hereby submits to the City this Request for Issuance and, in support hereof, hereby certifies,swears and affirms under oath to the City as follows: 1. That since submission to the City of the last Request for Issuance,if any,the Developer has incurred,expended,or has caused to be expended the sum of $ in Gifford 300 TIF- Eligible Costs. 2. That all of the Gifford 300 TIF-Eligible Costs for which a Certificate of Indebtedness in now sought have been made in accordance with the RDA,the TIF Obligations, and the Act. 3. That in connection with the$ of Prior Gifford 300 TIF-Eligible Costs included in this Request for Issuance,the Developer submits the supporting documentation attached hereto as Exhibit ; 4. That in connection with the$ of Reclamation Work included in this Request for Issuance,the Developer has attached as Exhibit the supporting documentation required by Section 6C of the RDA;and 5. That in connection with the$ of Other Horizontal Redevelopment Work included in this Request for Issuance,the Developer has attached as Exhibit the supporting documentation required by Section 61),6E and 6F of the RDA. Developer hereby certifies to the City that,as of the date hereof. a. The total amount of this Request for Issuance represents the actual amount Gifford 300 TIF-Eligible Costs incurred by the Developer and/or currently payable to the third parties; b. No default or uncured event of default exists on the part of the Owner or Developer under the RDA; c. Developer hereby certifies that it has complied with all of the requirements and has otherwise satisfied all of the conditions precedent under the RDA,in any way relating to the issuance by the City of the herein requested Certificate of Indebtedness;and d. Developer has received no notice and has no knowledge of any liens or claims of liens filed or threatened against the Redevelopment Project Area except for the following: IN WITNESS WHEREOF,the Developer has executed and delivered this Request for Issuance as of this—day of_,20 BLUFF CITY MATERIALS,INC. By. Name: Its: Subscribed and Sworn to before me This day of ,20 . Notary Public APPROVED: CITY OF ELGIN an Illinois Municipal Corporation Name: Its: (For City Use) 2012A Note Subordinate Note maximum$13,500,000 (maximum$ Date of this Approval Amount of this Approval Aggregate of all Certificates of Indebtedness previously approved Issued as to each Note Running total of all Certificates of Indebtedness approved Issued as to each Note i_ � EXHIBIT F CATEGORIES AND COST ESTIMATES OF GIFFORD 300TIF-ELIGIBLE COSTS EXHIBIT-,F BLUFF CITY MATERIALS Elgin Project TIF Eligible Cost Schedule Total Land Acquisition/Assembly $ 2,000,000 Site Preparation Mass Excavation/Reclamation $ 25,523,550 Erosion Control $ 110,050 Public Infrastructure Sanitary Sewer System $ 556,990 Watermain $ 710,453 Storm Sewer $ 2,682,110 Public Roads $ 7,410,326 Gifford Entrance/offsite $ 1,125,000 Public Street Lights $ 218,050 Eligible Relocation Costs Junkyard/business relocation $ 4,000,000 Eligible Soft Costs Engineering $ 3,833,653 Legal $ 600,000 Total TIF Eligible Costs 48,770,182 Laube Companies TIF Eligible Cost Schedule EXHIBIT G FORM OF GAP ANALYSIS 1 Abbott Land '� �' EIgin Project J Gap Analysis Executive Summary Reference Return on Total Project Negative Table 5 (Without TIF) Return on Total Project 8.53% Table 6 (With TIF) Market Unleveraged IRR on Industrial Land Deal 13-15% Par Value of TIF Notes $ 28,721,264 Table 6 Executive Summary DRAFT Laube Companies Table 1 Abbott land Elgin Project Gap Analysis Cost Assumptions 2007 or before 20M 2010 2011 2012 2013 2014 Land Acquisition S 7,595,000 Mass Excavation/Reclamation S 3,190,441 5 3,190,444 S 3,190,444 S 3,190,444 S 3,190,444 Sanitary Seaver System S 566,990 Watermain 5 710,453 Storm Sewer 5 650,000 5 1,000,000 S 1,032,110 Pavement for Public Roads S 7.410,326 Erosion Control S 55,025 $ SSA25 Street lighting $ 109,025 S 109,025 Landscaping S 106,620 $ 106,620 Gifford Entrance/offsite S 562,500 S 562500 Public Utilities S 269,230 S 269,230 S 269,230 Rail Spur(s) Contingency(5%) S 192,022 $ 286,631 S 294,597 S 557,033 $ 159,522 Engineering(5%of Hard Costs) S 192,022 $ 286,631 $ 294,597 S 557,033 $ 159,522 Consulting S 300,000 S 300,000 Legal $ 100,000 $ 100,000 $ 1001000 Construction Management(5%of Hard Costs) S 192022 S 286,631 S 294,W7 S 557,033 5 159522 Total $ 7,595,000 S 100,000 5 4.816510 5 6,992,521 S 6,775,735 S 12,811,770 S 3,669,010 (1)The total land basis is$11,595,000 of which S4,000,000 is related to the mining operation and has residual value of S7,595,000. Cost ASsxrxin'iors DRAF! t-ube Cornfnnies Tx61e 2 Abbott[And Elgin Project Gap Analysis Cost Assumptions 2015 2016 2017 Total Land Acquisition $ 7595,000 S - Mass Excavation/Reclamation $ 3,190,444 5 3,190,444 S 3,190,444 5 25523,550 Sanitary Sewer System S 566,990 Watermain S 710,453 Storm Sewer $ Z682,110 Pavement for Public Roads S 7,410,326 Erosion Control $ 110,050 Street Lighting S 218,050 Landscaping $ 213,240 Gifford Entrance/offsite S 1,125.000 Public Utilities S 807.690 Rail Spur(s) 5 2,000,000 $ 2,000,000 Contingency(5%) $ 259,522 $ 159522 S 159,522 S 2,068,373 Engineering(5%of Hard Costs) S 259,522 $ 159,522 S 159-M S 2,068,373 Consulting $ 600,000 Legal $ 300,000 Construction Management(5%of Hard Costs) $ 259522 S 159,522 $ 159,522 S 2,068,373 Total 5 5,969,010 S 3,669,010 S 3,669,010 $ 56,067,578 (1)The total land basis is Sl1,595,000 of which S4,000.000 Is related to the mining operation and has residual value of$7,595.000. ii Cost Assarnptious DRAFT L ube Caupouies Table 2 Abbott[and Elgin Project Cap Analysis R<cenue Assumptions Absor)rtion 5chedele-Elgin 2009 2010 2011 2012 2M 2014 2013 2016 industrial Iand Squase Feet Sold Tract 4 M4,464 164,464 164A64 164.464 164.464 IK464 Traci 5 21E,433 218.433 21E433 211A33 218,433 218.4311 Tract6 422,260 422,260 422.260 42L260 42Z260 427260 GtOord(5omh.1 Win) 123,92E 123.41E 12L928 121.92E 123,97E 121.92E Total 5gaam tndnstrul Square Feet Sold 929,11E5 929.M 929,05 9291M 92910ra 929,065 [and Pricy Per Square Foot 5 5.00 S 5.00 5 5.00 S 3.00 5 SM S 5,00 5 5.00 Total trduArlal land Sale Proceeds S - s L645,42t 5 4,645,413 s _4,643A23 5 4,b4$,i23 S 4,643.421 5 L645.423 Commercial laird Sq—Fen Sold Tract 2 - - 491005 49,005 49,015 49.005 49," land Prke Per Square Fool 5 low 5 10A0 5 10.t10 5 10A0 s 1000 5 1LOD S 12,00 Commercial Lard Sale Proceeds 5 5 5 4'YJ.u50 5 497,030 5 490,050 5 339,053 5 588,060 Total Uml Sale Proceeds 5 5 4,643,423 $ .i,133,473 5 3,135,473 5 5,133,4:3 5 5,181.174 5 5,2331483 Net CommiI.—M) S 5 278.725 $ 109,12M 5 :M'13,12s S 308,12E 5 311,069 5 314.009 Claeting Costs(1%) 5 5 46,434 5_ 51,355 5 31,353 5 51,ho S 51.E45 5 52.MS Net land yak Praeeds 5 $ 4,120.244 5 4, 9M 5 4,77-1.990 5 LT75,990 s 021.%i 5 4,967,139 Renemre A«un�mmr. DRAFT Lau6e C..p.,irs Tn61e 3 Abbott land Elgin Project Gap Analysts Resentte Aseumpt.- Absorption Schedule-Elgin 2M7 2ma Total Ind-Irtal land Squaw Feet Sold Tn 14 16L464 16C464 1 115,713 Tract 215.41E 21SA33 1,747AW Trart6 -M260 422,260 3379A7b Gifford(South of Metra) 125,9m M928 991A26 Total Square Ind n. l Square F,q Snld 929,(1115 929M 7.45Z677 Land Price Per Square Foot 5 5A0 5 5A0 S 5.00 Told Indttstrtal land Sale Pr--& S 4.643,423 5 4,61S,421 S 37,163,395 Cote .cW land Squ Feet Sold Tract 2 4905 49AM 143.M5 Land Price Per Square Foot 5 13.(10 5 141W , Commercid land Sde Proceeds 5 637.065 S 68h= $ 3,923,400 Total land Sala Proceeds 5 5,28Z488 S 5,33L493 5 41,081785 Net:CommissLsm(6t) S 316,949 5 319,m 5 Z465,027 Clmung Costs(17G) 5 52AZ 5 53,313 5 41(I,E35 Net land Sale Proceeds 5 4,91Z714 5 4.938,289 $ 38,2117,920 Re--ass Pnn.,s ORAFF I—(,,Cn,aP-w u n Ta61r 3 Abbott Land Elgin Project Gap Analysis Unleveraged IRR Without TIF 2007 or Before 2008 2009 2010 2011 Net Land Sale Proceeds $ - $ - $ 4,320,244 Total Costs $ (7595,000) $ (100,000) $ (4,816,510) $ (6,992,521) Par Value of TIF Notes $ - Net Cash Flow $ (7,595,000) $ $ (100,000) $ (4,816,510) $ (2,672 277) Unleveraged Rate of Return Negative (Without TIF) Unleveraged Return Without TIF DRAFT Laube Companies Table 5 Abbott Land Elgin Project Gap Analysis Unleveraged IRR Without TIF 2012 2013 2014 2015 2016 Net Land Sale Proceeds $ 4,775,990 $ 4,775,990 $ 4,775,990 $ 4,821,565 $ 4,867,139 Total Costs $ (6,775,735) $ (12,811,770) $ (3,669,010) $ (5,969,010) $ (3,669,010) Par Value of TIF Notes Net Cash Flow S (1,999,745) $ (8,035,780) $ 1,106,980 S (1,147,446) $ 1,198,129 Unleaeraged Return Without TIF DRAFT Laube Courpanies Table 5 Abbott Land Elgin Project Gap Analysis Unleveraged IRR Without TIF 2017 2018 Net land Sale Proceeds $ 4,912,714 $ 4,958,289 Total Costs $ (3,669,010) Par Value of TIF Notes Net Cash Flow $ 1,243,704 5 4,958,289 Unleveraged Return Without TIF DRA,Ff Laube Companies Table 5 Abbott land Elgin Project Gap Analysis Unleveraged ERR With nF 2007 or Before 2008 2009 2010 2011 Net Land Sale Proceeds $ $ - $ - S 4,320,244 Total Costs $ (7,595,000) $ $ (100,000) $ (4,816510) $ (6,992521) Par Value of T1F Notes Net Cash Flow $ (7,595,000) $ $ (100,000) $ (4,816,510) $ (2,672,277) Unleveraged Rate of Return 8.53% (With Tm Unleneraged Return With TV DRAFT' Laube Companies Table 6 Abbott Land Elgin Project Gap Analysis Unleveraged IRR With'I1F 2012 2013 2014 2015 2016 Net Land Sale Proceeds $ 4,775,990 $ 4,775,990 $ 4,775,990 S 4,821,565 S 4,867,139 Total Costs $ (6,775,735) $ (12,811,770) $ (3,669,010) $ (5,969,010) $ (3,669,010) Par Value of TIF Notes $ 10,000,000 $ 10,000,000 S 8,721,264 Net Cash Flow S 8,000,255 $ (8,035,780) S 11,106,980 $ (1,147,446) $ 9,919,393 Unleveraged Return With TW DRAFT Laube Companies Table 6 Abbott Land Elgin Project Gap Analysis Unleveraged IRR With TIF 2017 2018 Net Land Sale Proceeds $ 4,912,714 $ 4,958,289 Total Costs $ (3,669,010) Par Value of T1F Notes Net Cash Flow $ 1,243,704 $ 4,958,289 Unleneraged Return With 77F DRAFT Laube Coruparries Table 6