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HomeMy WebLinkAbout24-118 Resolution No. 24-118 RESOLUTION AUTHORIZING EXECUTION OF A REDEVELOPMENT AGREEMENT WITH TRIESS LLC AND SIDE STREET STUDIO ARTS,NFP FOR THE REDEVELOPMENT OF 62 SOUTH GROVE AVENUE, ELGIN, ILLINOIS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that David J. Kaptain, Mayor, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Redevelopment Agreement on behalf of the City of Elgin with Triess LLC and Side Street Studios, NFP, for the redevelopment of 62 South Grove Avenue, Elgin, Illinois,a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 24, 2024 Adopted: April 24, 2024 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4A CITY OF ELGIN REDEVELOPMENT AGREEMENT (62 S. GROVE AVENUE) THIS REDEVELOPMENT AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into this 24 day of April ,2024 by and between the CITY OF ELGIN, an Illinois municipal corporation(hereinafter referred to as the"C "),TRIESS LLC,an Illinois limited liability company(hereinafter referred to as the"Owner"). and SIDE STREET STUDIO ARTS, N FP, an Illinois not-for-profit corporation (hereinafter referred to as the "Developer"). The City, Owner, and Developer may be referred to collectively herein as the "parties" and individually as a"party." WHEREAS, the City Council of the City of Elgin (hereinafter referred to as the "Cj�t Council") has adopted Ordinance Nos. S6-99, S1-02, S2-02, S3-02 and S4-02 proposing, approving,and creating the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project (hereinafter referred to as the "ECA TIF District") pursuant to the Tax Increment Allocation Redevelopment Act at 65 ILCS 5/11-74.4-1, et seq.; and WHEREAS,the ECA TIF District was established on April 10,2002 and will continue for twenty-three(23)years thereafter; and WHEREAS, the Owner is the owner certain property commonly known as 62 S. Grove Avenue, Elgin, Illinois, such property being legally described in Attachment A attached hereto (hereinafter referred to as the "Subject Property"); and WHEREAS,the Subject Property is located within the ECA TIF District; and WHEREAS, the Subject Property is currently improved with a multi-story commercial building which is substantially vacant and under-performing, functionally obsolete, deteriorated, and below certain minim um code standards for occupancy;and DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD WHEREAS,the Subject Property is within the Downtown Elgin Commercial District, and the Downtown Elgin Commercial District is listed in the federal National Register of Historic Places and is an integral part of downtown Elgin; WHEREAS, preservation, redevelopment and improvement of the Subject Property will be a boon to the area deemed of high importance for the vigor and financial strength of the City's downtown business district; and WHEREAS, the Owner and Developer executed a 10-year lease on March 17, 2022 (hereinafter referred to as the"Lease"); and WHEREAS, the Developer has submitted to the City a proposal for the phased redevelopment of the Subject Property that would include art programming, exhibitions, events, and art education classes at the Subject Property,and the Developer intends to enhance the features of the building available to clients desiring to use same at the Subject Property by performing renovations to the interior and exterior of the building within the first phase of work that include but are not limited to replacing the electrical, plumbing, HVAC, and life-safety systems, and installing a new elevator,new windows and doors,and new signage, all in the manner as set forth on those pages labeled "Phase I Redevelopment" within the 21-page "Design Set for 62 South Grove Avenue, Elgin, IL for Side Street Studio Arts" from Healy, Bender, Patton & Been Architects dated September 22,2023 (Revised November 28, 2023),which 21 pages are attached hereto as Attachment B, made a part hereof, and are hereafter collectively referred to as the "Approv ed Project Plans". The Approved Project Plans were previously submitted to the City by the Developer as part of a Development Application for a Planned Development as a Conditional Use. For the purpose of clarification and without limiting the foregoing, the redevelopment of the Subject Property will include restoration and renovation of both the exterior -2- DocuSign Envelope ID A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD and interior of the building on the Subject Property, including the installation of a new elevator, code-compliant stair system, and substantial upgrades to the building mechanical systems and components; and WHEREAS, the Owner provided the Developer with written consent for the Approved Project Plans on March 20,2024 in accordance with the terms of the Lease; and WHEREAS,the City Council has determined,and hereby finds,that Developer's proposed redevelopment of the Subject Property as herein described will further the goals and objectives of the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project and assist the City in its objective to create a more economically viable and sustainable downtown business district through strategic development that supports 24/7 activity and connects commercial corridors with residential properties, all of which are hereby declared by the City to be a valid "public purpose"of the City; and WHEREAS, the City Council has determined, and hereby finds, that the Developer's proposed redevelopment of the Subject Property as described herein furthers the goals and objectives of the City of Elgin Comprehensive Plan in its objective to pursue adaptive reuse projects in existing downtown structures, to continue existing efforts to maintain downtown as a regional arts and tourism destination, and to continue using the existing ECA TIF District to pro- actively assist with improvements to existing buildings, bringing them to current code standards; and WHEREAS, Developer's proposal for the redevelopment of the Subject Property will result in the renovation and restoration and adaptive re-use of an important downtown building: and - 3 - DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD WHEREAS, the proposed redevelopment of the Subject Property would not occur in the absence of limited development assistance from the City as herein provided;and WHEREAS, in order to facilitate the proposed redevelopment of the Subject Property as herein described which will further the goals and objectives of the ECA TIF District,the City has agreed to provide certain development assistance as hereinafter described;and WHEREAS, the City of Elgin is a home rule unit authorized to exercise any power and perform any function pertaining to its government and affairs; and WHEREAS, this Redevelopment Agreement, resulting in furthering and achieving the goals and objectives of the ECA TIF District and the City of Elgin Comprehensive Plan, and resulting in the benefits to the City as hereinabove stated, are matters within the government and affairs of the City;and WHEREAS,the redevelopment of the Subject Property will create job opportunities within the City; and WHEREAS, the redevelopment of the Subject Property will serve to further the development of adjacent areas of the City;and WHEREAS, the redevelopment of the Subject Property will strengthen the commercial sector of the downtown and the City; and WHEREAS,the redevelopment of the Subject Property will enhance the value of adjacent properties and in turn enhance the tax base of the City; and WHEREAS,the Developer is a long-standing business owner within downtown Elgin and meets high standards of credit worthiness and financial strengths; and WHEREAS,this Agreement is made in the best interest of the City. -4- DocuSign Envelope ID A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD NOW, THEREFORE, for and in consideration of the mutual undertakings as set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties hereto agree as follows: 1. Recitals. The foregoing recitals are incorporated into this Agreement in their entirety. 2. Development Application for Planned Development as a Conditional Use. A. Developer has previously filed with the City a formal development application and petition for a Planned Development as a Conditional Use at the Subject Property (such development application and petition being hereinafter referred to as the "Development Application"). Such Development Application requested a Planned Development as a Conditional Use in the CCI Center City zoning district to provide for the redevelopment of the Subject Property in general conformance with the Approved Project Plans, modified and amended only (i) as agreed to by the Developer and the City during the development review and the zoning process and(ii)as may be required to comply with ordinances, building codes or other requirements of law (collectively hereinafter referred to as the "Project N todifications''). I�. In conjunction with the consideration of this Agreement, it is anticipated that the City Council will consider and approve the Developer's Development Application and adopt an ordinance granting a conditional use for a planned development in the CCI Center City District for the Subject Property (hereinafter referred to as the "Subject Planned Development Ordinance for the Subject Property"). The Developer's proposal as set forth in the Approved Project Plans and approved in the Subject Planned Development Ordinance for the Subject Property, as possibly modified by any Project Modifications, is hereinafter -5 - DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD referred to as"Subject Redevelopment Plan"and the redevelopment of the Subject Property in conformance with the Subject Planned Development Ordinance for the Subject Property and Subject Redevelopment Plan is hereinafter referred to as the"Subject Redevelopment For the purpose of clarification, and except as the Approved Project Plans may be amended by Project Modifications as provided for in this paragraph. the Subject Redevelopment on the Subject Property by the Developer shall conform to those Approved Project Plans as approved by the corporate authorities of the City in connection with the Subject Planned Development Ordinance for the Subject Property. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Subject Planned Development Ordinance for the Subject Property,the terms and provisions of the Subject Planned Development Ordinance for the Subject Property shall control. In the event the Subject Planned Development Ordinance for the Subject Property is not approved by the City Council, this Agreement shall be rendered null and ()id. 3. Construction of Subject Redevelopment. A. It is agreed and understood that the redevelopment assistance being provided by the City to the Developer pursuant to this Agreement is being provided for the sole purpose of assisting the Developer with the Subject Redevelopment of the Subject Property as described in this Agreement. The redevelopment of the Subject Property shall conform in all respects with the Subject Redevelopment Plan and as otherwise directed by the City to the extent necessary to comply with other applicable ordinances, building codes, or other requirements of law. The Developer shall also cause all work performed in connection with the Subject Redevelopment to be performed in a workmanlike manner. Except as otherwise provided in this Agreement,all costs and expenses relating to the Subject Redevelopment including,without limitation,construction of -6- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD the Subject Redevelopment Plans, shall be the responsibility of and shall be paid for by the Developer. B. Developer shall, within ninety (90) days of the date of the entry into this Agreement, submit to the City and to all other governmental bodies or agencies thereof having jurisdiction over the Subject Redevelopment (if any) applications for all permits required to perform the Subject Redevelopment in accordance with the Subject Redevelopment Plans approved by the City(collectively hereinafter referred to as the "Required Permits"). C. Developer shall commence construction of the Subject Redevelopment on the Subject Property within ninety (90)days of the issuance to the Developer by the City and by any other governmental body or agency having jurisdiction over the Subject Redevelopment, of all Required Permits (hereinafter referred to as the "Construction Commencement Deadline"), subject, however, to reasonable extension by reason of Force Majeure (as hereafter defined). Developer shall be deemed to have commenced construction of the Subject Redevelopment upon Developer obtaining a building permit from the City for the Subject Redevelopment and the commencement of initial construction activities associated with the Subject Redevelopment. In the event the Developer does not commence construction by the first to arrive of (i) the Construction Commencement Deadline (as same may be extended as provided herein) or (ii) the first business day that is two hundred seventy (270) days after the date of the entry into this Agreement, subject, however, to reasonable extension by reason of Force Majeure, then Developer shall provide the City notice of non-commencement, whereupon, absent any written agreement between the parties to extend the Construction Commencement Deadline, either party shall have the right, by written notice to the other, to terminate this Agreement, -7- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD whereupon this Agreement shall be cancelled and null and void with no further liability of either party hereunder. D. Upon Developer commencing construction of the Subject Redevelopment on the Subject Property,the Developer shall continue with the construction of the Subject Redevelopment in as expeditious a manner as is reasonably practicable. The Developer shall substantially complete the Subject Redevelopment on or before the last day of the twelfth(12th)month following the commencement of construction of the Subject Redevelopment (hereinafter referred to as the Completion Date");provided,however,that such Completion Date shall be extended by one day for each day for which construction is delayed or stopped due to accident, strikes, shortage of materials,extreme weather,acts of God,pandemic(including the COVID-19 virus and any variant thereof), government shutdown, public health crisis, undue delay by the City in issuing any required permits for which application has been properly made by the Developer, or lawsuits or other administrative actions brought by any third party that has the effect of hindering or delaying Developer's performance hereunder (such occurrences being individually or collectively hereinafter referred to as"Force Majeure").In the event Developer requires any further extension of any of the Completion Dates for the Subject Redevelopment of the Subject Property other than by reason of Force Majeure, any such requests shall be submitted to the City in writing specifying the reasons for such an extension and the amount of additional time being requested. Any agreement by the City to further extend the Completion Date for the Subject Redevelopment of the Subject Property shall be at the sole discretion of the City Council of the City. E. The Subject Redevelopment shall be deemed"substantially completed"when the Developer has completed all of the improvements proposed to be constructed and installed in connection with the Subject Redevelopment, subject to only customary "punchlist" work to be - 8- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD completed.and has obtained a temporary or final occupancy permit for the building on the Subject Property. 4. 1)ev elopment Assistance from City. A. In consideration of the Developer completing the Subject Redevelopment as set forth in this Agreement, the City agrees to provide the development assistance to the Developer set forth in this Section 4. In the event of Developer's completion of the Subject Redevelopment the City agrees to provide the Developer monetary development assistance of five hundred thousand and 00/100 Dollars ($500,000.00) (hereinafter referred to as the "Subject Monetary Development Assistance"). The Subject Monetary Development Assistance shall be paid by the City to the Developer to reimburse the Developer for Subject Redevelopment Costs(as hereinafter defined) incurred by the Developer in connection with the Subject Redevelopment. Redevelopment Project Costs shall be defined as provided in 65 ILCS 5/11-74.4-3(q), which are incurred by Developer in connection with the Subject Redevelopment and which are eligible under laic for reimbursement from the City's ECA TIF District(such costs as defined in 65 ILCS 5/11- 74.4-3(q), which are incurred by the Developer in connection with Subject Redevelopment and which are eligible under law for reimbursement from the City's ECA TIF District are hereinafter referred to as the "Redevelopment l'roiect Costs"). Eligible Redevelopment Project Costs shall include labor,material, and equipment costs,and such other costs as may be reasonably necessary for the execution and completion of the Subject Redevelopment as detailed within the Scope of Work under SSSA Phase 1 Expenses as set forth in Attachment C,attached hereto and made a part hereof-. B. It is expressly agreed and understood that, regardless of the actual amount of the Redevelopment Project Costs incurred by the Developer, the City's Subject Monetary -9- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD Development Assistance to Developer shall nonetheless be limited to an amount not to exceed five hundred and thousand and 00/100 Dollars ($500,000.00). As a condition of the right to receive payment from the City of the Subject Monetary Development Assistance, Developer shall be required to document to the City's reasonable satisfaction evidence that it has incurred Redevelopment Project Costs in connection with the Subject Redevelopment in the amount of the Subject Monetary Development Assistance. The Subject Monetary Development Assistance shall be utilized by the Developer solely and only for the payment of Redevelopment Project Costs for the Subject Redevelopment. C. The City shall pay the Subject Monetary Development Assistance to the Developer when the work required to complete the Subject Redevelopment is substantially completed. as defined in Section 3(E)hereof,as certified to the City by the Developer's project architect and by such third-party architect as the City may, in its discretion,elect to retain to oversee the completion of the work, and when the Developer submits to the City: (1) an executed, notarized itemized contractor statement reflecting the total cost of the work required to complete the Subject Redevelopment and each portion thereof, including but not limited to, the cost of labor (whether provided by any contractor or subcontractor), materials and equipment; (2) copies of all bids. contracts and invoices submitted, executed or incurred pursuant to the work required to complete the Subject Redevelopment; and(3)reasonable proof of payment of all costs incurred pursuant to the work required to complete the Subject Redevelopment. The City may hold back an amount of the Subject Monetary Development Assistance estimated to be the reasonable cost to complete all punchlist items, if any. D. INTENTIONALLY OMITTED. - 10- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD E. The City shall be permitted access to the Subject Property to periodically review the progress of the work associated with the Subject Redevelopment. Such review shall not be in lieu of any other inspections that may otherwise be required by law or by the City. Any and all portions of the work associated with the Subject Redevelopment which do not, in the sole discretion of the City, conform to the Subject Redevelopment or other applicable terms of this Agreement. shall he made to conform to the Subject Redevelopment and other applicable terms of this Agreement upon written notice of the existence of such non-conforming portions. F. In addition to the Subject Monetary Development Assistance to be provided to the Developer as defined in the proceeding subsections of this Section 4,the City also agrees to grant to the Developer during the construction of the Subject Redevelopment temporary construction easements on City-owned property adjacent to the Subject Property reasonably necessary for the construction of the Subject Redevelopment. Such temporary construction easements shall be in a form approved by the City's Corporation Counsel. G. The parties understand and agree that the Subject Monetary Development Assistance and the other assistance being provided by the City to the Developer as set forth in this Section 4 are expressly subject to and contingent upon the Developer completing and maintaining the Subject Redevelopment as set forth in this Agreement. In the event the Developer fails to complete the Subject Redevelopment as required in this Agreement, or fails to maintain and operate the Subject Redevelopment as described and required in this Agreement, the parties understand and agree that the City will not be providing the Subject Monetary Development Assistance. Upon the occurrence of an Event of Default on the part of the Developer(as defined in Section 9)then, in addition to other remedies available to the City at law, equity or otherwise, - II - DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD the City shall recover any Subject Monetary Development Assistance previously paid to the Developer and may terminate any further and other assistance being provided to the Developer. 5. INTENTIONALLY OMITTED. 6. Redevelopment to Remain on Subject Property. The Developer agrees that, except as otherwise agreed to in writing by the City's Community Director of Community Development and except for subsequent phases of work already approved by the Subject Planned Development Ordinance for the Subject Property,the Subject Redevelopment shall be maintained and remain on the Subject Property for a period of not less than five (5)years following the date of this Agreement (hereinafter referred to as the "Redevelopment Term"). Nothing herein is intended to limit, restrict,or prohibit the Owner or Developer from undertaking any other work in or about the Subject Property that is unrelated to the Subject Redevelopment provided for in this Agreement. 7. Assessment of Subject Property. The City, Owner, and Developer agree that the Subject Redevelopment should be assessed for general real estate taxes in the manner provided by Illinois Compiled Statutes as they may be amended from time to time. This provision shall not be deemed to prevent the Owner or Developer or its successors or permitted assigns from appealing or challenging assessments against the Subject Redevelopment which Developer or its successors or permitted assigns consider to be contrary to law. Notwithstanding any other provisions of this Agreement to the contrary, in the event the Owner or Developer conveys the Subject Property to a for-profit entity during the Redevelopment Term,then any such successor owner of the Subject Property during the Redevelopment Term shall not do any of the following: A. Request a full or partial exemption for general real estate taxes for any portion of the Subject Property or the improvements thereon; - 12 - DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD B. Request a partial or full abatement of general real estate taxes for any portion of the Subject Property or the improvements thereon; C. Request an assessment at a value not otherwise permitted by law. 8. Compliance with Laws. A. Notwithstanding any other provisions of this Agreement. it is expressly agreed and understood by Owner, Developer, and the City that in connection with the performance of this Agreement and the redevelopment of the Subject Property with the Subject Redevelopment, the Owner and Developer shall comply with all applicable federal, state,city and other requirements of law, including but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Developer hereby certifies, represents, and warrants to the City that all Developer's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legal residents of the United States. The City shall have the right to audit any records in the possession or control of the Developer to determine Developer's compliance with the provisions of this section. In the event the City proceeds with such an audit, the Developer shall make available to the City the Developer's relevant records at no cost to the City. Developer shall pay any and all costs of such audit. B. In all hiring or employment made possible or resulting from this Agreement,there shall be no discrimination against any employee or applicant for employment because of sex,age, race,color,creed,national origin,marital status,of the presence of any sensory.mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to,the following:employment advertising, layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. - 13 - DocuSign Envelope ID A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD C. The City agrees to waive and not require the Developer to pay any building permit fees. impact fees. water tap and water meter tees,fire alarm and fire sprinkler permit fees,elevator permit and initial inspection fees(not including those annual inspection fees that may be required once the elevator has been initially approved for operation), plan review fees, engineering fees, and occupancy permit fees, collectively referred to as the "Development Fees," which would otherwise be due and payable to the City in connection with the establishment of the Subject Project. Any and all permit fees, impact fees, recapture fees, or other fees that may be due and owing to any other governmental entity other than the City shall be paid by the Developer. Developer shall also at its expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work necessary to provide for the Subject Redevelopment as described in this Agreement. City agrees to expediate the review of the applications for building permit related to the Subject Redevelopment. 9. INTENTIONALLY OMITTED. 10. Default. The Owner, Developer,and City agree that an "Event of Default" shall be deemed to have occurred with respect to either party if(a) such party materially breaches it obligations hereunder and (b) such breach remains uncured for more than thirty (30) days following written notice thereof to such breaching party by the other party; provided, however, that if the nature of the breach is such that it cannot reasonably be completely cured within thirty (30)days of the date of such notice,then so long as the notified party commences such cure within said thirty (30) days and thereafter diligently pursues the completion of such cure in good faith. then such the party shall not be deemed to have breached this Agreement and the other party shall not seek to enforce any remedies against said notified party. - 14- DocuSign Envelope ID A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD 11. Remedies. I Ipon the occurrence of an Event of Default with respect to either party (such party being hereafter referred to as the"Party in Default"),the other party(in such context the "Aggrieved Party") shall, except as otherwise provided in this section, be entitled to pursue any and all available remedies as specified herein or otherwise available at law, equity or otherwise. Notwithstanding the foregoing or anything else to the contrary in this Agreement,with the sole exception of an action to recover the Subject Development Monetary Assistance the City has agreed to pay pursuant to the preceding Section 4 hereof,no action shall be commenced by the Owner or Developer against the City for monetary damages. Owner and Developer hereby further waive any and all claims to interest on money claimed to be due pursuant to this Agreement and waive any and all such rights to interest which it claims it may otherwise be entitled to pursuant to law, including, but not limited to,the Local Government Prompt Payment Act(50 ILCS 501/1,et seq.), as amended,or the Illinois Interest Act(815 ILCS 205/1, et seq.), as amended. The parties hereto further agree that any action by the Owner or Developer arising out of this Agreement must be filed within one (1)year of the date the alleged cause of action arose or the same shall be time barred. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. The provisions of this section shall survive any termination,completion and/or expiration of this Agreement. 12. Time. Time is of the essence of this Agreement. 13. Notices. All notices herein required shall he in writing and shall be served on the parties at the tbllow,ing addresses: If to C it : City of Elgin Attn: Richard Kozal,City Manager 150 Dexter Court Elgin,IL 60120 Email:kozal r@cityofelgin.org - 15 - DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD With copy to: Christopher Beck,Corporation Counsel City of Elgin 150 Dexter Court Elgin,IL 60120 Email:beck c@.cityofelgin.org If to Developer: Side Street Studio Arts NFP Attn Erin Rehberg, Executive Director 111 Crighton Avenue Elgin, IL 60123 Email: erin@sidestreetstudioarts.org If to the Owner: Richard E. Logan, Registered Agent TriEss LLC 990 N. Lake Shore Drive, Apt 5E Chicago, IL 60611-1370 Email: Any such notices may be sent by (a) certified mail, return receipt requested, in which case notice shall be deemed delivered on the date of deposit,postage prepaid in the U.S.mail or(b)a nationally recognized overnight courier, in which case notice shall be deemed delivered on the date of deposit with such courier or(c)by email to the parties at the email addresses, in which case notice shall be deemed delivered upon electronic transmission or (d) by personal delivery. The above addresses and email addresses may be changed by notice to the other party;provided that no notice of a change of address or email address shall be effective until actual receipt of such notice. Notice on behalf of any party may be given by such party or its counsel to the other party and/or its counsel. 14. Interpretation. This Agreement shall be construed,and the rights and obligations of the City, the Owner, and the Developer hereunder shall be determined in accordance with the laws of the State of Illinois without reference to its conflict of laws rules. 15. Relationship of the Parties. This Agreement shall not be deemed or construed to create an employment,joint venture,partnership or other agency relationship between the parties hereto. - 16- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD 16. Failure to Enforce I'rov isions. The failure by a party to enforce any provision of this Agreement against the other party shall not be deemed a waiver of the right to do so thereafter. 17. Amendments. This Agreement may be modified or amended only in writing signed by all parties hereto,or their permitted successors or assigns as the case may be. 18. Entire Agreement. This Agreement and its attachments contain the entire agreement and understandings of the parties hereto with respect to the subject matter as set forth herein, all prior agreements and understandings having been merged herein and extinguished hereby. The parties agree that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 19. Joint and Collective Work Product. This Agreement is and shall be deemed and construed to be a joint and collective work product of the City,the Owner,and the Developer,and, as such, this Agreement shall not be construed against the other 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 and provisions contained herein. 2(). :1ssianment. This Agreement shall be binding on the parties hereto and their respective successors, successors in title, grantees and assigns and shall run with the land. A memorandum of this Agreement shall be recorded by the City against the title of the Subject Property. This Agreement and the obligations herein may not be assigned by the Owner or Developer without the express written consent of each of the City,which consent may be withheld at the sole discretion of the City. 21. No Conflictint Interests. In compliance with 50 1LCS 105/3.1, Owner and Developer shall each provide the City with a written statement subscribed by an owner,authorized trustee, corporate official, or managing agent of the Owner and of the Developer, respectively, - 17- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD under oath, disclosing the identity of every person having an interest, real or personal, in the respective entity,and every equity owner entitled to receive more than seven and one/half percent (7.5%)of the total distributable income of the respective entity.Such disclosures shall be in writing and in a form as forth in Attachment D hereto. 22. Indemnification. fo the fullest extent permitted by law, Owner and Developer agree to and shall indemnify,defend and hold harmless, the City, its officials,officers,employees, attorneys, agents, boards and commissions from and against any and all claims, suits,judgments, costs,attorney's fees,damages or other relief, including but not limited to workers' compensation claims, in any way resulting from or arising out of or alleged to be resulting from or arising out of the negligent actions or omissions of the Owner and/or Developer in connection herewith, including negligent acts or omissions of Owner and/or Developer's employees,agents,contractors or subcontractors in the performance of the redevelopment work contemplated by this Agreement, or in any way resulting from or arising out of or alleged to be resulting from or arising out of any violation and/or breach of law by the Owner and/or Developer or its employees or agents. In the event of any action against the City, its officials,officers,employees,agents,attorneys, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this Section shall survive any termination, completion and/or expiration of this Agreement. 23. No Liability. No past, present or future elected or appointed official, officer, employee,attorney,agent or independent contractor of the City shall be charged personally or held contractually liable under any term or provision of this Agreement including, but not limited to, because of their negotiation,approval, execution or attempted execution of this Agreement. - 18- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD 24. Reports. Developer agrees to and shall provide to the City written reports on the progress of the Subject Redevelopment. Such written reports shall he provided to the City on a quarterly basis following the entry into this Agreement and shall continue until the Subject Redevelopment has deemed substantially completed. 25. Acknos‘Ieducmcnt. Owner and Developer, on behalf of itself and its successors. assigns, grantees and lessees of the Subject Property hereby acknowledges the proprietary. necessity and legality of all of the terms and provisions of this Agreement and does hereby further agree and does waive any and all rights to any and all legal or other challenges or defenses to any of the terms and provisions of this Agreement and hereby agrees and covenants on behalf of itself and its successors, assigns, grantees and lessees of the Subject Property not to sue the City or maintain any legal action or defenses against the City with respect to any challenges of the terms and provisions of this Agreement. The provisions of this paragraph shall survive any termination, completion and/or expiration of this Agreement. 26. Severability.The terms of this Agreement shall be severable. In the event that any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain in full force and effect. 27. Counterparts and Execution. This Agreement may be executed in counterparts. each of which shall be an original and all of which shall constitute one and same Agreement. This Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the force and effect as an original signature. Without limitation, "electronic signature" shall include faxed versions of an original signature or electronically scanned and transmitted versions(e.g.,PDF)of an original signature. - 19- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD IN WITNESS WHEREOF, the parties hereto have entered into and executed this Agreement on the date and year first written above. CITY OF ELGIN: By• ► ��! _ David ap in, ayor Attest Im ewis,C. y Cler OWNER: TRIESS LLC DocuSigned by: ByNuand 1)43641 n iblkic1iardt. Logan, Registered Agent DEVELOPER: SIDE STREET ST 0 ARTS,NFP By: Erin Rehberg, Executive DI ector Legal Dept\AgreementlRedevelop Agr-Side Street Studio Arts-62 S Grove-Clean-4-I5-24.docx -20- DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD ATTACHMENT A LEGAL DESCRIPTION OF SUBJECT PROPERTY THE SOUTHERLY 44 FEET OF LOT 9(EXCEPT THE NORTHERLY 21.5 FEET THEREOF), AND THE NORTHERLY 8 FEET OF LOT 10(EXCEPT THAT PART THEREOF LYING WESTERLY OF THE EASTERLY LINE OF RIVERSIDE AVENUE)IN BLOCK 21 OF THE ORIGINAL TOWN OF ELGIN,ON THE EAST SIDE OF THE FOX RIVER, IN THE CITY OF ELGIN,KANE COUNTY, ILLINOIS. Common Address: 62 S. Grove Avenue, Elgin, IL 60120 PIN: 06-14-433-024 -21 - DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD ATTACHMENT B APPROVED PROJECT PLANS 21-page"Design Set for 62 South Grove Avenue,Elgin, IL for Side Street Studio Arts"from Healy, Bender, Patton& Been Architects dated September 22,2023 (Revised November 28, 2023) -22 - V ,. ,. .R ' • III\,1 Ir ��7 N i - ,. i .r • (. 7 ;/- Design Set , ,% 62 South Grove Avenue r , i ;__'�4',. - ;s,e` ..II Elgin, IL ,` 7 = r `` , for Side Street Studio Arts ' 't r J w r' ' September 22, 2023 t' it, (Revised November 2, 2023) ,Ty jR ;;a, (Revised November 28, 2023) t . 'ii;t; • ...- ' f ' 4. - IPPA 6 . _. .s,ud sire e d . _ Arts S i d e S t r e e t S , Stu. io Art s I ... .i„ i ., • r -.* t r P „, . 0 HEALY N. BENDER PATTON & BEEN / �' ��� %Oral Was `a Easing IandsOgYgerM Wsitg plitk Gann rxs-r�cbl 1` • Easing axe•Irk* ExklIng cut.sad—glltr•bobal _, , \ > as .noted l beiq bet*paws_ O ��� fermi. IpaadnqIn: 1'-2&2023 u tU28.2023J a)> -�-__ l - - -- - - CD 1 1 ..116) /1 r B > _ > - ., Fce n 62 S.Grove Ave c Silo Ana•5.900 SF t 1 4.21) awo�IInm ROW . ,.-' Fao eMb `$ ` kpagt Herr , 4 ! s I1a2-2023 n1!franc Mnw aR d r �ulibwe's _— udiiq iCsrbt Oats .._ tirkil — -•a salt atpmptnry. ._ i Planning and Assessmenr Support HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin, IL PRELIMINARY Site Plan O 8 BEEN September 22, 2023 ae "°""n'�'z DO NOT USE FOR CONSTRUCTION PURPOSES Project Ne. 4-1322-22 (Revised November 28,2023) 0 5 '0 20 30 CO,1R•OMI 02O2 .At•se.,Ott tw11014•trr•+Attx.rfCrl °Mr&d 1 NORTH • • A L r A/A C L M LAND 11 t T L l r V r V A r OAK 000/ }La EE n:al OW UN 11.OOPOO101/ r LI f rm.IIIAAIrort,AI*1!C.»AI'T6RY A err,Or tho Le aware Tor DAM/}MEMO•i�1o! r tQ 73.21. EYi LmIC DI CI»RA EI DC AN rya', IM DL.TYR LT Or Tr mN:'RI'.',1-,ry or mow.as lilt ine OWL Of RtYRA, to me CITY Or cunt, A.v..fMPITr, m111, 1� 1 'a j � r 4 '4: v e . LAIN! pp Lsr`v a ran•,v of 2�rA1 0 re.�4,414 AeroRer�nAeurARr u. 3 7 w a•� e ema4.e.pet:c t� �¢" '/ % -Y 2, eAsr NrOt,aL.'r ,• e�•87.07 . T AM A'NO`L LOT 6 v: • .• c4 O °40.02,44.4,0. f O S/ TN Grt-,(ie7 ,' . 0 40 40,,114 NAY>..$7A/p3 - o e4 Ac1Q.,N XJ?.AA Ca<X74ljt• L .µvNacc ..O " I�bk • 4 pox ,Ocao co LoT /o a ea'b7 RI , '441-11- CAA AX1g2 tAGTAL A.f.o ,per+ t ,41'S,1lJ Manama and Assessment Sumo,' HEALY The 62-Side Street Studio Arts BENDER 62 S. Grove Ave.- Elgin, IL 2003 Survey PATTON&BEEN November 28,2023 Pl oject No. 4-1322-22 of...no.1©I tt mCA1.ECHOIC,AI'OM E,11»A,C»i11C11 Swoon Sot IA Ill 'T._-� -�1:5' ! J7r t... r<._+ ;�•- ---'a+)-- Oh Van .41 ., n ,e i E la(R(AND AVE re e CIS s 1, -� ° y • 4: " '��\ �u. .4 2'F i W I '' ..,�aF - z� aah a n '>„1>;"- r z g * '511 \9 ,\ —V ` -_-1 Ir 1; - jt a. s. !.v w g• 1.1 , `v j,14+at ! 1. as.ev tiasw• �t - s i •-•- �C,. • @"ez' • fi ` s Street DarldgR4lr t, 1 E CNCA00 ST / �. BM/ 1 ,sy�,., N d 'giro,1 IFe ,. a . ,t�. �r11 t' - '1 .e. „ •r I,.wr ' ,` , ♦ \,,lit‘,. , k 'S- a _1• .r. !1 0'i�' *��7 eer r r 8� '.1 1 Y,.� s•.YS, - lf - � , "Parking Lot E __,_ • . l S jL1 . �•t _ 150ft Aray 3. • (weekends and after ,. a• i • S { 1 ai SPwr On weekdays) 1/4 • 1 eat t - .1^ 1 -II' '`' 'af,"v¢ ��i� 6 �tt 1 i x i•1 1 rs A,ii, a .r 4r 2 x�>+n.Y• _" I Flo •-t I ti • •.` 'I�� •r'. gQ . ^y,k, 'VI, N.r! ., � MetParkrng tth,ITfl"- DUDAGE ST. _• �� C� � �G'.� g �..e►ar! . ��FFr, r r an.* °li \ 8 LH,.....,,,,,: ::-. SY' ••,,-,„),,----7,-: -i'l':if." v Ait :s.:. o .'J,° ;. , Parking Lot 1'; < ! ,01 a •y... \ `$4,' ° •.T ' - •800 ft Away dam` • .. ' - g i_' -7p r y . ./ �•\Yis^,• :5 � .IFFI FULTON ST. -, , • : ' ' ss��q• 'scelr ' • e•w \ ' 'Y �C' \ � Parking 700 Aware 1 1 +': \ y is! ,. . illir a 1' ♦t a�",". / . it ` - ,.. ' a ` 4 •�,k Parking LOt \ -�,F 'i �-. r� a q ASel Aria �� Iv�_a Parking Lot "�' y'1 .. _; `�� alb• !4T k eoortAway .ate` 0•. C i y .N= •;, .J1, " Y F!l 'i.e.., ; ,, PRAIRIE ST. NA, -- .�.y,� 3RTrffirlit &g "� 0_..,,Ilr n r,`t,"•1-0 fir,^,.1 r". Planning and Assessment Support HEALY The 62-Side Street Studio Arts BENDER 62 S. Grove Ave.-Elgin, IL PRELIMINARY Aerial-Local Parking O PATTON &BEEN September 22,2023 (Revised November 2, 2023) DO NOT USE FOR CONSTRUCTION PURPOSES Project No. a-1322-22 COP.fIO-1©2023 FIFAIY 0E-CFI 06IFOM a 0Fan A*Cerr IC'I Design Sat 2 NORTH PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES • brbw.b urws.r b.Yvt breW area, 1r1b1 Lew loot b rbebbY..+ ' ' Stair Unoccupied 48 r Unoccupied nr Elevator 17.59a5SW1 �.._ �i GZ Trash Room L t0).55W .ea.raed•aw .0401*A.root —!p:bra root 'And.®b low Law Phase 1 Redevelopment Plowing and Assessment Support HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin, IL a ON September 22, 2023 (Revised November 2, 2023) Lower Level Plan BEEN 024 B Protect Na. 4•1322-22 eo..ne.r02e21.1•1 •.,eo,.lie e,A..•_..• DsIQs Sala PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES M�D1l+1lAr. fiY��Y t 71i Y1^I.inl�ifterak ...t.. . lYlellwl.li -'•� ar�Yl//w MrY „...,..1 o+1..rewr ura r--------",.......ti.. -41%,A ... ..KsiT 1100 �tltllllll Ail it Iltlll 11 I ` Gallery I Exhibition Space Jai ;---N til st % s.c.4•vlP U QI'I r Eb..1a .•� C3 ` 17,5'D.5.5ri1 .'.li_ E.c 1i1 . Z - -J/Custodian • ..r a..,A..Mr Phase 1 Redevelopment Plannonp and Assessment Support HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin,IL N September 22,2023 (Revised November 2,2023) First Floor Plan j &BEEN Project No. 4•1322.22 0 ntsr, 8 16 24 a�.� co...m.021as.1.1•11.Dt...110.a SEE......,. - - 0. S 4 PRELIMINARY 00 NOT USE FOR CONSTRUCTION PURPOSES imyi..w i�..e...ems r wtrrr r.4_. 'Unoccupied , _ 11 ll l l llll __ n.».�..-"'1'"--- 1111111111 ' Unoccupied (7.5U 5.51 .11 7.f. ' .7- r \}t� .� OM Phase 1 Redevelopment Planning and Assessment 5.rpoo.t HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin. IL Second Floor Plan O PATTON&BEEN September 22,2023 (Revised November 2, 2023) 0 2+ 8 16 24 Prn e r t Nt, 4-1322.22 . .ir. �©loft�t�t• fnD[t r,.tton.teen,r: _. Deagn Set 5 NORTH PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES b..Wssi. 1.Ns.0 00.0, Small Group ffia Break Room A W1. 5W e,.aW+Nm 959z 1T.5141 „a,E .b n:r. 30. 00•0.0w WOW +bl Mt o.aam ,iNttu,n - , I a. Storage uuu'u EN` ---• Screen -10 'il'p .E0E,�.. I _ II Stl'Iif • Y->E->x-> ' Printing -E`) p p IIIIIr 1 vso:2ss v Classroom Space E 1 s t•..... ,;. .. ..- -- ...; ��—~ <SDx2,sW � R l� Electrical/ �, I —� L Sprinkler s & Dark Room I "d a , I tf/D"201N - ]P-T i Classroom 7 • vso Briefer5w; _ Art Storage T . T 1L5D x 25W F lc: Trash Room Dcr:�-oN _:' E.+anak,.,»-; ITO x55W ,.,..., Full Development Planning and Assessment Support HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave. Elgin, IL Lower Level Plan PATTBEEN & September 22,2023 (Revised November 2,2023) 014 R 16 24 Peect No. 4-1322-22 COPYEIONI02011HEALY EENDEE Pnt nr.A. ..,+a...A..... NORTH Oespn Set PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES ��a;,ganInb Multipurpose/ Seating .."'a' ,..:..:..: ,1 Meeting Area Area t1�� ,.—,r._m,. ,.,.■.0,.. .p. .,... mW++w.rNwYurrr newwY.•11.m1 v'D,1Sn ul)a TOW ..•.,r. M,'. .11YI1nI•do.. ldNN.o. a. .• r r.r. e •• °N IIIIIII111, .040 '',�' 8 -- ..{{ 7 191:_)4D- 111111111111111 < °HIII{ -. .7.. ; i7)- Gallery/Exhibition Space Lobby k� P _am A v�iE 'MADE'Store irPM` : - i V oso.ssvn I I Ior �Da26w .11[[ 'A !.1 r r. Reception 11'M"'••.11101 •1.51)r 19.5N •- Y^'-• Custodian OMB..•r,...,s.+v Full Development P$ar g ono Assessment Support HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin,IL &BEEN First Floor Plan September 22,2023 (Revised November 2, 2023) f 024 8 V. Project No. 4•1322-22 cornrowON.". •,.ow..no.•u....,. .c.. PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES ana,r.+n/Mwur/ ttrrw.t./rt.e/t•rr Mm,.Irpr/111.1•.,,0 Multipurpose/ OMks Seating ,..,,...�,....•....� - Area ,..r............ 1Nst1 1W 1lSDxt7.Sw ... /s.r y..r..• I. a" ,ct ``�0-0 Gallery I Exhibition Space A extry�.••: elc Obvxss II o + r � � Office ( � `..,...e... Storage 1 MEP W9,taw t......../... .p•xw Custodian rr..,•auM.e ..r.sis..W i. Full Development Planning and Assessment Tweed HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.:Elgin, IL Second Floor Plan O PATTO &BEEN September 22, 2023 (Revised November 2, 2023) Pro.ert Ho a-1322-'2 021 8 76 2! co ,o © o>• s r., r.o••.,o.•tti . •t..: Dew See 8 NORTH e PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES Notes: 1. Fasting brick molding and cast stone sis to remaln at new Existing brick facade windows and al windows heed with brick. 1,-2e-2023 Non-operable aluminum 2 New mortar to the Work shaN match existing inkdrd widow unit with Insulated (texture.consistency.material.color.raking proNe)based glass-typical on materials available today. TOP OF PARAPET•ELEV.••3P-1O'VF r -- - --— --- n1.»as2a 0 0 1:1 M 0 0 u ‘ MIZMI „asa0r SECOND FLOOR irELEV.••15•Y VW D 0 0 N 0 0 1: FRST FLOOR {� EIFV.:O•-0'._._.'_r_'.__ FNSN®CxR11DE D D W.',.... N IONERLEVB. +','ti'2` 1•02.:023 i Phase 1 Redevelopment KEY PLAN O NORTH Planning and Asxessrnenr Support HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin, IL North Exterior Elevation PATTON&BEEN September 22,2023 w<:n<1rJo.e-or•:s• '. Pro;eet NO a-1322.22 (Revised November 28,2023) 0 1 ; d F 1, CO•r(IOwr©felt•(*r•e(MO,S enrr Ow I ar(,.AU WIC. Dail,iSet9 PRELIMINARY Existing terracotta eateries facade _DO NOT USE FOR CONSTRUCTION PURPOSES baling tram wIdi glazing•tam!— shall be property prepared and panted`., 'N Notes: \� •N. 1. basting brick> and al molting lows iced web brick and cast none As b remain at ntx 2. New mortar for Ow Wank sfal match eeod g In IhM --—-_ Restore.consistency.material.odor.raking profile)based TOP OF PARAPET - _----- on materials available today. ELEV.•iii. VIF -- — ,e2&20H "T[ ., ‘, . t• 2 SECOND FLOOR - _ �ELEV.••15•2-VIF Side Street [ 2 Studio Arts Q I 1 ME w: FIRST FLOOR • �� MaiME �EIEV.•0� MEE�1 <zR 061 wa FINEED GRADE_' ice.--- ---_ , Ir EIEV.•vAAES 62 S.Grove Ave. . _.•- 1132023 I . -- _,rl •,.I<: Prodxt avaia udder review- N LOWER LEVEL - intent is to complement 6w Mahal ELEV.•.8.T VIF basting Me depriasM connection - - terracotta Ina cost-effective manner O Q Extent of lower level below grade - Backii translucent panel signage with I polycarbonate or vinyl lettering O II New aluminum window with tempered I -- Insulated glazing ExisM+g metal door and flame with gbd^9 KEY PLAN (3) Phase 1 Redevelopment Morning and Asseirnent Su,poorr HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin, IL East Exterior Elevation PAT TON :L �3 8. r•� �nrr�:�mcr•: :BEEN September 22,2023 Prnine,t NO. 4-1322-22 (Revised November 28,2023) 0 , 2 4 8 2 co....O•I©2023•.A,•etNDre,wtl Ow a eelw w*CNI1lCrt Dear SO 10 PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES Notes: Existing brick facade 1. Existing brick molding and cast stone sills to remain al new �� windows and at windows iniled with brick. 11-262023 Non-operable aluminum window unit with Insulated \ 2 New mortar for the Work shallmatch existing in kind glass-typical \ (texture.consistency.material.color.raking profile)based , \\ on materials available today. �TOP OF PARAPET \ ELEVV_:ga'-70 VIE i •1.2P.1OIa t-20-2023 Existing window face brick ----__ 11-2bxit I mold and cast stone sit to -- remain-bPkal 71-02.2025 I II o 6;�; 1•.262023 2 1 SECOND FLOOR ______ �1_- #ELEy,:«ii', iii EMES —-- -5' 1140.2023 •1-02.2b23 11//// ////////1/° M -2 masa FINISHED GRADE �� I'"' Mill N LOWER LEVEL________ 62 S.Grove Ave 11-20.2023 --ELEV..A 9 NF 0 Q O I Phase 1 Redevelopment KEY PLAN 0 NORM Planning and Assessment Support HEALY The 62-Side Street Studio Arts BENDER 62 S. Grove Ave.-Elgin, IL South Exterior Elevation PAT TO N IRrmed N*ve-b-2.'23, s BEEN September 22,2023 0 , 2 , 8 7 Project No. 4-1322-22 (Revised November 28,2023) eorvIoa02023.tar•11.0t•Fall*.a M.aecwu(en Design Set 1t PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES Existing brick facade Existingwindow Ease brkk Non-operable akminum mold nd cast p ti one to window urit with insulated ... ,• Noes. renlaln•typical glass-typical 1. Existing trick molding and cast stone sills to remain al new '".- .• .... -_. - - windows and at windows inHed with brick 11.262023 11.22.2023 2202i. New mortar for the Work shall match existing i kind i . (texture.consistency,maternal,color,raking profile)based on materials available today. ▪ TOP OF PARAPET '1.2b ELEV.=+34-1C N1F i 1,482023 0 ..--- ., SECOND FLOOR W-ELEV.=a15'-2•VIF l r FIRST FLOOR y - • FINISHED GRADE *ELEV.=.6SVIF .._ __ - I ¶ ` N LOWER LEVEL *ELEV.-4.0 VIF 82 S.Grove Ave Newer deep metal New aluminum door and frame--' Bddt lati malcNng edstng brkk - O canopy•color Nack with tempered insulated glazing - Tempaary Nnyl slgnage ....-. I 11-2e-2o23 +102.2023 Extent of tower level below grade Phase 1 Redevelopment KEY PLAN O NORTH Planing and Assessment Support HEALY The 62-Side Street Studio Arts BENDER 62 S. Grove Ave.-Elgin, IL West Exterior Elevation PATTO&BEEN September 22,2023 'RCvccd NwCr.,I.C.2 2t,231 Project No. 4.1322.22 (Revised November 28,2023) 01 2 4 8 12 CO1,11Ox1©20ff xfAt•SExDE R PATIO%i Ef EN Atcoir eCri Oeste Set 12 PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES NUes: 1. bisang brick=Nag and Cast stone sits S rema fi at new EaI.*g brick facade 'widows and at windows.wad wN bkk. 1'at-10uJ 2. New mortar for Ake work that match existing in kind (texture.consistency.mates color.raking pmlle)based on matedab available today. TOP OF PARAPET ELEV.••J4'•1CVIF -- - ---- 1 11.26.2023 1142.2023 11-261023 Existaig window**brick mold to remain-MAW ivir iiiimptilliiiii wS - LED*rap berwd . _ II SECONDFLOOR I E 11.2,2023 '1.262C23 .142.2 23 11.2b2023 EiE"v"•asrwF I -.� jI !1462023 — — lin 11.262023lip T IR II E - - - - IT FIRST FLOOR 1'.28.2023 19-6 V:•/.:o:._.-.-. .-._._.. •1-26..:. FINISHED GRADE n fl n �ELEV.• 6'VIF-- 1 L._._. O LOWER LEVEL _ • AL.LOWER ---- -- -. ^ Brack MANnalcNng 0 `J existing brick n.02.202. 0 I Full Development KEY PLAN 0 Manning old Assessmer•S,rnor? HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin, IL North Exterior Elevation PATTON , B. k� ,.fN .�nl�r.-:*os BEEN September 22,2023 P1e;er1 No. a.I 322-22 (Revised November 28,2023) 0 • 2 4 8 12CO.T•10,1020"n1A1•lftiDfl.n110w••llw•1C.ttl C,f ONO Sot 33 PRELIMINARY Usingtemamrta exterbr facadeDO NOT USE FOR CONSTRUCTION PURPOSES . - Existing trams I&gbzi am rg•se PM be property prepared and tainted Hues: 1, Epsa g brick moldrg and Cast saw sis lo roman at new 'warn and*windows rated walk brick 2 New mortar for the work snack match pitting In kid 'texture.Consistency.material,color,regng prone)based TOP OF PARAPET '__ 1 on materials avaeable today As -� ®�II— , 1x+ 11 [-:. .L: , 1, 1 , 1:: ii , ___ , ._ __ _______4 ti , • SECOw Floaa Side Street /'� • Studio Arts IIIL PIM �wwwtww� • ri.lillinilidill fRSTFLooR_ J$PIi FRIISHED GRADE'-- I �ELEV.•VARIES 62 S Grote Ave. 11.264,2, i LONER LEVEL ae ., ._ Product avalabity under re ew• s19^ O nal �eiv:-44_- — - • Existing(re department connection _. intent is to complement the terracotta in costeMective manner � ® \1 Extent of lower level below grade - Backlit translucent panel signage wIN poycarbonale or vinyl teaming O New aluminum wfidow wltn tempered I Insulated glazing ExhIng metal Full Development door and frame wen A KEY PLAN (/ Paining and Assessment Support HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin,IL East Exterior Elevation PATTON&BEEN September 22,2023 Rewea wovemoer 7.7073I . Project No. 4-1322-22 (Revised November 28, 2023) - .r„.lIOnr©)e2M MC Al?senOCI CAttOM•,lrn•,COMMIC'S Oosngn Sot 14 PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES Hoses: Mil ,. Edsmgb kmosir gantcaststop.s!sto7:Inel at*a;�.,.\�'i Flirty sYtOttrhw Mt# rMO �N1dOMSa11t dl'T'd0Y1tflAflCMIN(M,�:k.. r1+ Edstlrg dkk facate tOpq�q ad Pons a b h L New nrtxtar 1nr Ne'Nnrk xhaA match e(istinq itextve.consistency,material,color,raking profile)based TOP OF PARAPET ',. on materials available today \\NN \ I mr ae 41484023 exiling N. . ii — -- - M v. M Li I LED II SECOND FLOOR E I �EiEv":•iF.7VIF I r T ,1-2&202J D I M EI E T / crtsr aooR j M �ELEV.•CGT . MS1ED GitADE M e I.-.:;.. �ELEV.•.S-5VF —- wow— O LOVAER LEVEL 62 S.Grow Ave. „abtsn �ELEV.•44 VIF O Q / t /Non-operable swim, 1'.2&2022 alndow wNh translucent ',Waled glazing r Full Development KEY PLAN0 P Assessment Supped HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin, IL South Exterior Elevation PATTON&BEEN September 22, 2023 P<n<allov<m x 2m31 Prnle[t Nn. a-I322.22 (Revised November 28,2023) 01 2 a 8 ,2 COnaO•,©rot]w(er•t(xot It ew1,0•r atr•A.CHIlt<it Design Set IS PRELIMINARY DO NOT USE FOR CONSTRUCTION PURPOSES ;1{2.2023 New curtain wall Brick inti matching existing brick 1 with tempered Notes:I. Existing brick molding and cast stone sifts to remain at new .. — Mutated glazing Edsig brick facade _ Exrsbrq xucc satng'acacc windows and at windows infiled with brick. Baddlt exterior aluminum letters 2. New mortar for the Work seal match existing is NM (texture.consistency.material.color.raking profile)based • TOP OF PARAPET on materials avaiable today. ELEV.=-.31'-17 NF — •1-28.2321 I. • _ ■_the / !� I T - o L Iiiimil—T—= ._____„... ▪ SECOND FLOOR %// 1._.�# _ 7 z-----,,_-= • ! .` I' �.I II 1 r l Studio \— 111111IIIIIFIII IININIIIIIIIII 111 1 L_ l As FIRST FLOOR � - - C_ FINISHED GRADE rc -- F , �ELEV w45 VIF_s` - LOWER LEVEL N ELEV.■40NF t — — T1 - 0 62 S. 1 Grove Ave. IILL 11-02.2023 New 42-deep metal Backlit exterior aluminum letters canopy•color black • -Adjacent tenant's existing LED signage exterior stair south o`property New aluminum door wit tempered - insulated•.:. Spandrel glass panel KEY PLAN o Full Development New attain wai wit tampered insulated glazing NORTH Planning and Assessment Support HEALY The 62-Side Street Studio Arts BENDER 62 S.Grove Ave.-Elgin, IL West Exterior Elevation PATTON IRevbed November 7 xna) &BEEN September 22,2023 0 , 2 4 e z Project No. 4-1322-22 (Revised November 28,2023) war COPnR10S1©2023 SEAL,RFNOCR PATIOS•/FC,ARCH,I IOri Design Set 16 1 . 11 S Rlverslde Dr.Signage E4 . E`F`1 *!I Ei I ii .. Ldi -- h S Grove Ave.Signage - FIRST FLOOR SIGNAGE PLAN Cl) LOWER LEVEL SIGNAGE PLAN O NO SCALE NO SCALE NORT NORTH fl.T • Total area Of proposed , I r� sign.79.75 so.ft. � I{ Ilivill , a l TTTTTTTTTTTT�Iti. 1� .jr� ,,, ..T� __ ,, I R =_=. !RE _ ________ . wN. lMI 4 a -.:.w.r....., FIRST FLOOR 0 ----- r� LONIERLEVEL _____ _ .. i �ELEV:•—ef . . . . . . . . ,m\ � �ELEV.•d'-"VIF 1r 11 r. ss Temporary Side.. .-Studio Total area of proposed r CENTURY GOTHIC font,l2'fat, CENTURY GOTHIC font 36'tall. si.n.e=15 s..fl. 6'intercnaracter letter sparing 13'interdtaracter letter spacing S GROVE AVE.SIGNAGE ELEVATION �Ntranslucent panel signage S RIVERSIDE DR.SIGNAGE ELEVATION ng Phase 1 Redevelopment Planning and Assessment Support HEALY The 62-Side Street Studio Arts PRELIMINARY Signage Plan BENDER 62 S.Grove Ave.-Elgin, IL DO NOT uSE FOR CONSTRUCTIONPURPOSES and Elevations PUTT NN QLLN September 22,2023 (Revised November 2,2023) 0 z 4 a 5 24 Project No. 4-I322.22 COPYRIGHT©t0t1t.tr.tv It more T'ATT OH a 11t•e9Cxn(U1 DeiBn$el 17 S Nearside Dr.S�nage I 11@,2023 IIr I00 71 90000067 ,I., S Grove Ave.%rage 11424023 I..... .(.W H FIRST FLOOR SIGNAGE PLAN O LOWER LEVEL SIGNAGE PLAN O NO SCALE NO SCALE NORTH NORTH I ! Vet eo i Total area of proposed 1142.2023 —32,2- i I 1 sign=25.5 sq.h. Tolal8f880f pnopcoed 1t-02-2020 ElMarrib I I 1,42.2023 i • - t,.28.2023 sign•79.75 sq.fL , dik I i i,-02.2023 • es>Grri 1142.2023 ! Total area of proposed • • sign=43.5 sq,ft. il ! , — e T Backlit aluminum exterior levers- - _ CENTURY GOTHIC font.72'tall. _�'- 1 -'- - ----'-'------'-'-'-'-'-'----'-II- - tYi did,.6'6krcharaaerlener I �', tt-2b2023 f�9 ��5-9 - •Trc�r Wspacing�� t4• .12=t17j3- --- A_�f_1 _- $ BadAt aluminum exterior tatters- — • LED double•slded side- /-A�n ��xT��A� CENTURY GOTHIC font,36'tall. i mounted ighl box signage1 ��� I��� 1 sPaaEodcl nterdtaraaer lever ,1�Ng i • +dTprotesW'al nt to ng,— �' MONACOIonl.18'tall FA. LED side,+punted ezterbr k8ers - 3'thick-sign manufacturerd �� �� secured to Coking — antl proOuU under reviewBacMA aluminum exterior •-FIRST FLOOR ��=__ I � _�� CENTURY GOTHIC font , .+ELEV.=C-0' - 1' thick.6'intercharacter a er - Total area of proposedIIMMIAIM=MIIIII .• spacnglidt3.2023 /: . - sign=,025 sq.IL�ri� � n-2a-2o2s CENTURY GOTHIC font.12'tall CENTURY GOTHIC lonl.36'tall. „•o2-M23 - 6'inlercharacter tatter spacing 13'intercharacter letter spacinet g 1 \`TUaa 14--_-.-,___-. 11-02R023 S GROVE AVE.SIGNAGE ELEVATION Backfh translucent panel signage 1 a Mlh vinylletteringi t tRs-2023 IA ki FINISHED GRADE U �ELEV.•-6-5-VIF•`. 1 - FlNISHED GRADE Full Development N'ELEV.•4.5 VIF ' LOWER LEVEL PRELIMINARY a\ 6- Planning and Assessment Support ELEV.•A-0'VIF HEALY The 62-Side Street Studio Arts DO NOT USE FOR CONSTRUCTION PURPOSES S RIVERSIDE DR.SIGNAGE ELEVATIONS Signage Plan BENDER 62 S.Grove Ave.-Elgin, IL and Elevations gBEN September 22,2023 '"e^$ea"Ov 00"""' EN Project No. 4-1322-22 (Revised November 28,2023) 0 2 4 8 16 14 coP•tlon'©to23 HIM,Sx+otR PATIO„l Ott.A'OHU LOTS Design Set 18 £ZOZ'9Z JagwanoN pas!naa shaliy»y uaag' uolled Japuas A1eaH EZOZ O 146u/do3 ," aauesiu3 Jo apis.aaniel NOUVd 2134N39 A1V3H , ---- —.....ridiadmwglmillMIIIW .. .. I ir_. _ _ iii , ..., ill• -, ....,.....:_,:zv.............. . ,,. ;q ... . '- 1., , . ... , p„ - ... . . 1 , III IIII It; r . •...: 3 1 . 4 l3 k.. • • ... . ..., i 1 'r 1,1 •.. A 111. 114 Alluir....._ a, , ----- No 41-17-0p.- i_ : .., _.::,...... ......... ..,.......------- . , , % . illibui 1 :pi log""i: —..... .....„41 4.1 , , ..........5 ( -0 1 ' i 0 ,III ; DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD ATTACHMENT C ELIGIBLE REDEVELOPMENT PROJECT COSTS 3-pages "Side Street Studio Arts—62 S. Grove Ave. Phases 1 and 2 Expense/Income Information" - 23 - Side Street Studio Arts—62 S. Grove Ave. Phases 1 and 2 Expense/Income Information SSSA Phase 1 Expenses/Revenue Scope of Work Amount Demo and abatement $ 45,000.00 New Exterior Doors and windows $ 100,000.00 Roofing $ 20,000.00 Fire Projection $ 115,000.00 Masonry $ 35,000.00 Cover or remove and replace lower face brick w/material that compliments original terracotta $ 8,500.00 HVAC $ 170,000.00 Framing $ 18,000.00 Electrical $ 62,000.00 Electrical - data and communication $ 5,000.00 Plumbing $ 36,000.00 Insulation $ 5,000.00 Drywall $ 25,000.00 Interior Doors $ 19,000.00 Paint $ 7,000.00 Millwork $ 25,000.00 Flooring $ 65,000.00 Plumbing $ 19,000.00 Elevator Installation $ 330,000.00 Staircases $ 110,000.00 Sinage - Grove $ 40,000.00 Metal Canopy $ 6,500.00 Engineer $ 7,000.00 GC $ 230,500.00 Architect Services $ 135,000.00 Site Analysis $ 10,000.00 Legal Fees $ 12,000.00 Administrative Fees $ 42,000.00 Contingency (20% of hard costs) $ 246,300.00 $ 1,948,800.00 Amount/Estimate Phase 1 Income Source Amount Status State Funding $ 250,000.00 Promised Designs 4 Dignity $ 200,000.00 Applied For Side Street Studio Arts—62 S. Grove Ave. Phases 1 and 2 Expense/Income Information Individual Donors - 2023 $ 40,000.00 Final Confirmed and Individual Donors - 2024 $ 46,300.00 Projected Grant Support - 2023 $ 23,500.00 Final Grant Support - 2024 $ 49,000.00 Confirmed Grant Support -Applications in Process $ 200,000.00 Applied For 2024 SSSA Earned Income $ 40,000.00 Projected 2024 TIE - City of Elgin $ 500,000.00 Projected To be applied for in the next two State Funding $ 100,000.00 months US Funding $ 500,000.00 applied for $ 1,948,800.00 SSSA Phase 2 Expenses Scope of Work Amount Demo $ 20,000.00 Windows in back of building $ 40,000.00 Dry Ice blasting $ 165,000.00 Fire Projection $ 23,000.00 Masonry $ 70,000.00 HVAC $ 60,000.00 Framing $ 65,000.00 Electrical $ 125,000.00 Electrical - data and communication $ 45,000.00 Plumbing $ 105,000.00 Insulation $ 78,000.00 Drywall $ 95,000.00 Interior Doors $ 39,000.00 Paint $ 78,000.00 Millwork $ 365,000.00 Flooring $ 90,000.00 Plumbing $ 75,000.00 Lighting Fixtures $ 200,000.00 Glass wall partitions and glass doors $ 36,000.00 Front Staircase $ 20,000.00 Sinage Riverside exterior $ 52,000.00 Engineer $ 15,000.00 Side Street Studio Arts—62 S. Grove Ave. Phases 1 and 2 Expense/Income Information GC $ 344,880.00 Architect Services $ 75,000.00 Legal Fees $ 2,000.00 Administrative Fees $ 24,000.00 Contingency (20% of Hard Costs) $ 393,900.00 $ 2,700,780.00 Phase 2 Income Narrative: We anticipate similar income sources heading into Phase 2, including increased individual donors ($30,000 confirmed to date), grant support, and SSSA earned income; additional city and state funding; and additional in-kind support. DocuSign Envelope ID:A2D842F8-FF9E-4CB9-BBEE-AC5D74FAF4AD ATTACHMENT D AFFIDAVIT OF OWNERSHIP - 24 - AFFIDAVIT 1, Daniel L.Piennger (name), Attarnay fnr TrEss LLC and (title), being first duly sworn upon oath states as follows: The Reva&David Logan Foundation Affiant has personal knowledge of the facts stated herein. Per 50 ILCS 105/3.1,the identities of all owners and beneficiaries having an interest or proposing to have an interest in the real property commonly known as 62 S.Grove Ave.Elgin,II 60120 to be conveyed/used are as follows(check applicable box(es)and complete information requested): ❑ Individual. Individual owner(or proposing to be an owner or tenant)of the property is: ❑ Nonprofit Organization. Nonprofit organization owner (or proposing to be an owner or tenant) of the property is .There is no individual or other organization receiving distributable income from the organization. ❑ Public Organization, including units of local government. Public organization owning (or proposing to be an owner or tenant) the property is . There is no individual or other organization receiving distributable income from the organization. ❑ Publicly-Traded Corporation. Publicly-traded corporation owning (or proposing to be an owner or tenant) the property is . There is no readily known shareholder entitled to receive more than 7-1/2% interest in the total distribution income of the corporation. ig Corporation,Partnership, Limited Liability Company.Corporation,partnership, limited liability company owning (or proposing to be an owner or tenant) the property is TriEss LLC .Those entitled to receive more than 7-1/2%of the total distributable income of said entity are as follows: Name Address *1. The Reva&David Logan Foundation PO Box 408188 Chicago,II 60640 2. 3. 4. ❑ Land Trust or Declaration of Trust. Land trust or declaration of trust owning(or proposing to be an owner or tenant) the property is . The identity of each beneficiary of Grantor Trust is as follows: Name Address %of Interest *1. 2. 3. 4. *IF THE INITIAL DISCLOSURES SHOW INTERESTS HELD BY ANOTHER CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, OR TRUST, THEN FURTHER DISCLOSURES SHOULD BE PROVIDED UNTIL THE NAMES OF INDIVIDUALS OWNING THE INTEREST IN THE ENTITY ARE DISCLOSED. • Dated this 11141 day of lild I ,20 Z Y By:g'zzz r+ Signaturt.- P4vr,P/ Proliez, t�vlc4 Print Name and Title if applicable State of Illinois ) n ) SS County of COOL ) This instrument was acknowledged before me on Ap r ( / 7 , 20 by �Ctv►��� piers 113er . (Sa 1L) OFFICIAL SEAL HEIDI J.VAN HOWE ( No 'P b c 1 Notary Public-State of Illinois ► 4 My Commission Expires 10/06/2026 `O/�/� 2 My Commission Expires: 1 NOTE: THIS AFFIDAVIT MAY BE EXECUTED AND ACKNOWLEDGED ON BEHALF OF THE RECORD OWNER(S) BY A MEMBER, AN OWNER, AUTHORIZED TRUSTEE, CORPORATE OFFICIAL, GENERAL PARTNER, OR MANAGING AGENT, OR HIS OR HER ATTORNEY 2 19 697 085 Certificate Number 2125 irk.,%ATI . (-6100- • p3 n•• - �1 • - (TO illittO 10 ran1ia:r ri!I I: I=i;r 1nifi Sri ;ESN.OnTithily• IVA & DAVID LOGAN FOUNDATION _ AvioAmActenL,rf/CAP ,f/4Woct.g424, , le on/14 23th /4,1 December P!01,01_0_,,ad/ator ed ,, -GENERAL NOT FOP PROFIT CORPORATION ACT;9,`� enceis,f7/0tona J9f,in 2co U CO ,Anew TliereforgYPAUL PO WELL. (Wt4 � �9�a72a.I'ec�l�iefi'te �S zc�rdc /r'rrtlt�,94L/i eekra/ved , irno,� ,,i9,,44-Aisne ,cx 3.ln?£gt ti,uoan UUI1frrro>~11,44Q.s„ , re, ,e ,atet4 c° ,�, . ,94f anoa 4,./0„t or,4446, 28th December 4019 65:�tc� s4,Armw,I vnei.te ,,and 90th- ` • • t� ![CII[YAIIV O/STATE .r Filing Fee S10.00 FORM NP-I ARTICLES OF INCORPORATION UNDER THE -GENERAL NOT FOR PROFIT CORPORATION ACT • (Thu.Ankles Mart Be Plied in Duplicate) • (D.Not Write in This Spau) PAUL POWELt Date Pale /�- z r-' r ruing tree I ,O.ro InglIMMUMMININNait Secretary of State,Springfield,Illinois. part - We,the undersigned. GO.a..a..Wm) Addowe Naas Number retreat City State Byron B. Miller 33 N. La Salle Street Chicago, Illinois Geoffrey F. Grossman 33 N. La Salle Street Chicago, Illinois Stuart Duhl 33 N. La Salle_Street treet Chicna, IUinoir being natural persons of the age of twenty-one years or more and citizens of the United Stator, for the purpose of forming a corporation under the"General Not For Proft Corporation Act"of the State of Illinois, do hereby actor,' the following Articles of Incorporation: 1, The name of the corporation is: Reva & David Logan Foundation 2. The period of duration of the corporation Is: perpetual Mow.b1."p.,petu.t' se..dbib rate,el yews) 3. no address of its initial Registered Office in the State of IIlinois is: 33 N. La Salle street to the City of Chicago ( 02 ) county of Cook and aro the name of its initial Registered Agent CAI said Address is: Byron $. M 1ler CO 4. The first Board of Directors shall be 3 in number,their names and addresses being ca follows: ) an, isc Ilan mreA ♦dae+u Name Number ntr..t City State CO David S. Logan 1430 Edgewood Lane Winnetica, Illinois cal Reva Logan 1430 Edgewood Lane Winnetka, IlIinoia yxon S. Miller 33 N. La Salle Street Chicago, Illinois 3. The purpose or purposes for which the corporation is organized are: To engage exclusively in and to distribute moneys exclusively for religious, charitable, scientific, literary and educational purposes and for the prevention of cruelty to children and an4lals, and to take. and hold Ay_bequeeat,_dett3se,.gift., purchase_ or lease, _ or otherwise any property for any of its purposes; provided how- ever, that the above purposes shall not be deemed to authorize the corporation to operate a post-secondary educational institution or to receive any child for care or placement apart from such child's own parent or guardian; provided further, that no substantial part of the activities of this corporation shall consist of carrying on pro- paganda or otherwise attempting to influence legislation, or of participating or intervening in any political campaign on behalf of any candidate for public office; provided further, that no part of the net earnings of this corporation or any of its properties or assets shall inure to the benefit of any private member or individual, and provided further that upon themwidnal dissolution of the corporation no dividends or distributions of the properties or assets of this corporation shall be made until all debts are fully paid and then (over) only;upon surrender of orgin{Lation and name, and such dividends o: dl,stributions shall only be to effect any of the purposes above described. • ZID O (NOT': Any special provision authorized or permitted by statute to be contained in the Articles of Incorporation. CCJ i may be inserted above.) (INCORPORATORS MUST SIONN BELOW) `1w 3 1 d[c.c •, r ..Yc�e.J(:E i Incorporators ACKNOWLEDGMENT STATE OF ILLINOIS. County of Cook Jae ti • <:. ,••-' ,a Notary Public do hereby certify that on the 27th day„, December 19 65 Byron S• Millar, OMNI ar t•anwuoN Geoffrey F. Grossman and Stuart Duhl personaRA... •. itefore me and being first duly sworn by me severally acknowledged that they signed the foregoing doctyety( • .dpjive capacities therein set forth and declared that the statements therein contained are true. �i Zi:••. - ' ' •F. I have hereunto set my hand and seal the day year above mitten. yr871ki�lt 4! = - NOW wts 00 ".;4". T'sse GOyu =' w, Q E . 1 8J 1 2g 11 Certificate of Incorporation of C) • tr.:. w 1 R am 0.0 _ N CO a N o -a ao 5I E .0 • Office of the • ;Of a3)6 ggoL696.I 61 "C C= • OPERATING AGREEMENT OF TRIESS LLC March IS. 2022 This Operating Agreement(this"Agreement")of TriEss LLC,an Illinois limited liability company (the "Company"). is entered into effective as of the date first set forth above (the "Formation Date") by the Rcva & David Logan Foundation, an Illinois not-for-profit corporation and 50I(c)(3)private foundation,as the sole member of the Company(the"Member"). WHEREAS, the Company was formed as a limited liability company on the Formation Date by the filing of Articles of Organization (the "Articles of Organization") with the Illinois Secretary of State pursuant to and in accordance with the Illinois Limited Liability Company Act, as amended from time to time(the"Act"); WHEREAS, the Member wishes to adopt a written Operating Agreement to govern the membership in and management of the Company; and WHEREAS, the Member agrees that, as of the Effective Date, the membership in and management of the Company shall be governed by the terms set forth herein. NOW,THEREFORE, the Member agrees as follows: I. Name. The name of the Company is TriEss LLC. 2. Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary or incidental thereto. For so long as the Member is the Reva & David Logan Foundation,the Company shall not engage in any activities(a)that are inconsistent with the stated corporate putpose(s)of the Member and/or(b)in which the Member is prohibited from engaging, taking into account the Member's charter documents and its tax-exempt status as a 501(c)(3) organization. 3. Articles of Organization; irincipal Office; Registered Agent. (a) .articles of Organization. The Member hereby approves and ratifies in all respects the execution and tiling of the Articles of Organization,a copy of which is attached hereto as Exhibit A,with the Illinois Secretary of State by or on behalf of the Member. (b) Principal Office. The location of the principal office of the Company shall be such location as the Member may from time to time designate. (c) Registered Agent. The registered agent of the Company for service of process in the State of Illinois and the registered office of the Company in the State of Illinois shall be that person and location reflected in the Articles of Organization, as amended from time to time by the Member. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly 4874-9049.2692.2 / designate a replacement registered agent or tile a notice of change of address, as the case may be, in the manner provided by law. 4. Members. (a) Member. The Mcmbcr owns 100"/% of the membership interests in the Company.The name and the business, residence or mailing address of the Member are as follows: Name Address Rcva& David Logan Foundation 980 N. Michigan Ave., Suite 1122 Chicago, IL 60611 (b) Additional Member.. One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company,the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement,as necessary. 5. Management. (a) Management by Member. The provisions of the Act relating to a limited liability company the management of which has been vested in one or more members shall apply to the operations and management of the Company, except to the extent varied by this Agreement. (b) Officers. The Member may, but is not required to, designate and appoint officers of the Company("Officers")to carry on the business of the Company on behalf of the Member, within the scope of power and authority that is delegated to such Officers from time to time by the Member. The Member may appoint additional officers, remove any or all officers, and change the scope of each Officer's authority at any time in the Member's sole discretion. No Officer need be a Member (or a director or officer of a Member),and any individual may hold two or more offices of the Company. Each Officer shall hold office until his successor is designated by the Member or until his or her earlier death, resignation or removal. Any Officer may resign at any time upon written notice to the Member. Any Officer may he removed by the Member with or without cause at any time. A vacancy in any office occurring because of death, resignation, removal or otherwise, may, hut need not,he filled by the Member. (c) No Personal Liability. Except as otherwise provided in the Act, by applicable law or expressly in this Agreement,no Member will be obligated personally for any debt, obligation or liability of the Company or of any subsidiaries of the Company, whether arising in contract,tort or otherwise,solely by reason of being a Member. 2 4874.9049-2692.2 6. Liability of Member, Indemnification. (a) liability of Member. Except as otherwise required in the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts,obligations and liabilities of the Company,and the Membei shall not be obligated personally for any such debt,obligation or liability of the Company solely by reason of being the Member or participating in the management of the Company. (b) Indemnification. To the fullest extent permitted under the Act,the Member (irrespective of the capacity in which it acts) shall be entitled to indemnification and advancement of expenses from the Company for and against any loss, damage, claim or expense (including attorneys' fees) whatsoever incurred by the Member relating to or arising out of any act or omission or alleged acts or omissions(whether or not constituting negligence or gross negligence) performed or omitted by the Mcmbcr on behalf of the Company;provided. however,that any indemnity under this Section 6(h)shall be provided out of and to the extent of Company assets only, and neither the Member nor any other person shall have any personal liability on account thereof. 7. Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section I I. S. Capital Contributions. The Member hereby agrees to contribute to the Company such cash, property or services as determined from time to time by the Member. 9. Tax Status; Income and Deductions. (a) Tax Status. As long as the Company has only one member,it is the intention of the Company and the Member that the Company be treated as a disregarded entity for federal and all relevant state tax purposes and neither the Company nor the Member shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Company's tax status as a disregarded entity. (b) income and Deductions. All items of income, gain, loss, deduction and credit of the Company(including, without limitation, items not subject to federal or state income tax)shall be treated for federal and all relevant state income tax purposes as items of income,gain, loss,deduction and credit of the Member. I O. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. l I. Dissolution; Liquidation. (a) The Company shall dissolve,and its affairs shall be wound up upon the first to occur of the following: (i)the written consent of the Member or(ii)any other event or circumstance giving rise to the dissolution of the Company under the Act, unless the Company's existence is continued pursuant to the Act. 3 4874-9049-2692.2 (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Mcinber shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company,the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution.the Company shall conduct only such activities as arc necessary to wind up its affairs(including the sale of the assets of the Company in an orderly manner).and the assets of the Company shall be applied as follows: (i)first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and(ii)thereafter,to the Member. (d) Upon the completion of the winding up of the Company,the Member shall file a Certificate of Cancellation in accordance with the Act. 12. Miscellaneous. (a) Amendments. Amendments to this Agreement may be made only pursuant to a written document executed by the Member. (b) Governing Law. This Agreement shall be governed by the laws of the State of Illinois. (c) Sevcrability. In the event that any provision of this Agreement shall be • declared to be invalid, illegal or unenforceable,such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement. [SIGNATURE PAGE FOLLOWS] 4 4874-9049-2892.2 ♦•- IN WITNESS WHEREOF, the undersigned has executed this Operating Agreement of TriEss LLC,an Illinois limited liability company, to be effective as of the date first above written. Sole Member: REVA &DAVID LOGAN FOUNDATION By: JCi4, 4 Name: Richard E. Logan Title: Director • 4874-9049-2692.2 EXHIBIT A Articles of Organization Attached hereto. A-1 4874-9049-2692.2 Form LLC-5.5 Illinois FILE r February 2020 Limited Liability Company Act This space for use by Sacroiary at State. Secretary of State Articles of Organization Department of Business Services Limited Liability Division SUBMIT IN DUPLICATE 501 S.Second St., Rm. 351 Type or print clearly. Springfield.IL 62756 217-524-8008 www.cyberdriveilunois.com Filing Fee:S150 Payment must be made by certified Approved: check.cashier's check,Illinois attorney's check,C.P.A.'s check or money order payable to Secretary of State. 1. Limited(.lability Company name(see Note 1): TriEss LLC 2. Address of principal place of business where records of the company will be kept:(P.O. Box alone or c/o is unacceptable.) 980 North Michigan Avenue,Suite 1122,Chicago, Illinois 60611 3. Articles of Organization effective on:(check one) Qj the filing dale a later date(not to exceed 60 cays alter the filing date): Month,Day,Year 4. Registered agent's name and registered office address: Registered agent: Richard E. Logan (P.O.Boer atone or First Name Middle Initial Law Nems Uo Is unacceptable) Registered office: 980 — North Michigan Avenue 1122 Number Street Suite Chicago IL 60611 - City ZIP Note: The registered agent must reside in Illinois.If the agent Is a business entity, It must be authorized to act as agent In this state. 5. Purpose(s)for which the Limited Liabilay Company is organized:(see Note 2) The transaction of any or all lawful business for which Limited Liability Companies may be organized under this Act and/or exclusively for the purpose(s)stated below: 6. The duration of the company is perpetual unless otherwise stated. If the operating agreement provides for a dissolution date,enter that date here: Month/Day Year Panted by authoidy of(ha Slate or th inds March 2020— t—LLC 4 25 LLC-5.5 7 Optional:Other provisions for the regulation of the internal affairs of the company:(If additional space is needed,use standard sized paper.) — 8. The Limited Liability Company has or will have on the effective date of filing one or more members. 9. Name(s)and business address(es)of the manager(s)and any member with the authority of manager: Reva&David Logan Foundation 980 North Michigan Avenue,Suite 1122 Chicago Illinois 60611 Name Number&Street City State ZIP Name N,rmber&Sheet City Slate ZIP Name Number a Street C ty Slate ZIP Noma Number E Street City Slate ZIP Name Weber&Street C,ty Slate ZIP (II additional space is needed.use standard sized paper.) 10. Name and Address of Orgenizer(s): I affirm,under penalties of perjury, having authority to sign hereto,that these Articles of Organization are to the best of my knowledge and belief,true,correct and complete. Dated:- 1\1\0,4, 2022 Month/Day Yew 1 1 980 North Michigan Avenue,Suite 1122 Signature Number Street Richard E. Logan, Director Chicago Name and Title(type or print) City Reva&David Logan Foundation Illinois 80611 organizer ie signing for a company or other entity, State ZIP state name of mpmry or entity. 2. �W„ — 2. Signatur• Number Street Name(type4x print) City cir lA itf o iliN L ' gc n a II organizer Is signing Icr a co or other entity. State ZIP state name of company or entity. Note 1:The limited liability company name cannot contain any of the following terms or abbreviations including:Corporation.Incorporated, LTD.,Co.or Limited Partnership.The name must contain the term Limited Liability Company,LLC or L.L.C.For the following two entity types a company providing professional services licensed by the Illinois Department of Financial and Professional Regulation must instead contain the term or abbreviation Professional Limited Liability Company,PLLC or P.L.L.C.The name of a worker cooperative shall end with the term or abbreviation Limited Worker Cooperative Association,LWCA or L.W.C.A. Note 2:A professional limited liability company must state the specific professional service or related professional services to be rendered by the professional limited liability company- Transfer Stamp_20160425I432347511.pdf htlps:l/www.cityofelgin.org/DocumcntCenterNicw/9/Rcal-Estate-Tr. CITY OF ELGIN REAL ESTATE TRANSFER STAMP APPLICATION FORM Date of Filing with City (FOR RECORDER'S USE ONLY) _ Transfer Tan Stamp x Recorder or Registrar's Deed M _ Date Recorded: L HECK APPROPRIATE - CHECK BOX(ES) -- - -- ©Single Family Resident Commerdal 0 Condo,Co-op,or Town Home Q Industrial ❑2-3 Unit(Residential) ❑ Vacant lard ❑4 or More Unit(Residential) 0 Other(Attach Description) INSTRUCTIONS: This form must be filled out completely,signed by at least one of the grantors(sellers)or agent,and presented to the Finance Department,150 Dexter Court,Elgin,IL 60120,et the time of the request for the real estate transfer stamp,as required by the City of Elgin Real Estate Transfer Ordinance. Also, a copy of the deed and the Illinois Tax Declaration form must be submitted with the request. The stamp must be affixed to the deed when the title Is recorded with the County. All requests for mailing of the transfer stamp must be accompanied by a self-addressed,stamped envelope Please email all documents to Transferstamp@cityofelgin.org ( For additional Information,please call 311(in Elgin)or 847-931-6001 Monday through Friday,7:00 AM to 5:00 PM Address of Property 62 S.Grove Avenue _ 60120 Street Zip Code Permanent Property Index No.: 06-14-433-024 Date of Deed D 3 )3 I ko T-'`— - - Type of Deed: <' a A44•141+ a ' We hereby declare the full actual consideration and above facts contained in this declaration to be true and correct. GRANTOR S',4,.p,"-0,4 /3c•.t-r0 CIL p Pro 41114-'4,1-•L•C• 1374 Walden Drive.Elgin,IL 150120 Name Address,City,State,Zip Signature Date 5',ned GRANTEE I ' ^ qtG .0\ IN �jllaa O"4S DA1) t A tO13=980 N Michigan Avenue.Sic 1122,Chicago,IL 60611 Name ,7�0 'ON Address,City,State,Lip Qd144416\14-410C‘ Signature Date of Signature 1 of 1 3/4/2022, 1:45 PM AFFIDAVIT I, icK !antler Ale/11)11 (name),trjt/jye. )1i r e c (title), being first duly sworn upon oath states as follows: Affiant has personal knowledge of the facts stated herein. Per 50 ILCS105/3.1, the identities of all owners and beneficiaries having an interest or proposing to have an interest in the real property commonly known as to be conveyed/used are as follows(check applicable box(es)and complete information requested): ❑ Individual. Individual owner(or proposing to be an owner or tenant)of the property is: [Nonprofit Organization. Nonprofit organization owner (or proposing to be an owner or tenant) of the property is Side Street Studio Arts,NFP . There is no individual or other organization receiving distributable income from the organization. ❑ Public Organization, including units of local government. Public organization owning (or proposing to be an owner or tenant) the property is . There is no individual or other organization receiving distributable income from the organization. ❑ Publicly-Traded Corporation. Publicly-traded corporation owning(or proposing to be an owner or tenant) the property is . There is no readily known shareholder entitled to receive more than 7-1/2% interest in the total distribution income of the corporation. ❑ Corporation, Partnership, Limited Liability Company. Corporation, partnership, limited liability company owning (or proposing to be an owner or tenant) the property is . Those entitled to receive more than 7-1/2%of the total distributable income of said entity are as follows: Name Address *1. 2. 3. 4. Land Trust or Declaration of Trust. Land trust o declar tion of trust owning(or proposing to be an owner or tenant) the property is (03. s. /:Ove • F yN f0O4)a The identity of each beneficiary of Grantor Trust is as follows: Name Address %of Interest *1. 2. 3. 4. *IF THE INITIAL DISCLOSURES SHOW INTERESTS HELD BY ANOTHER CORPORATION, PARTNERSHIP,LIMITED LIABILITY COMPANY, OR TRUST,THEN FURTHER DISCLOSURES SHOULD BE PROVIDED UNTIL THE NAMES OF INDIVIDUALS OWNING THE INTEREST IN THE ENTITY ARE DISCLOSED. Dated this l -2---day of r; ,20 By: Signature Alle/v4r1ACebef-Az Print Name and Title if applicable State of Illinois ) ) SS County of Kca;.e ) This instrument was acknowledged before me on -hp: (_ Q 20 2c-j, by Rlcl� ti ► WVi& (SEAL) • — - Notary Public official Seal i 4 *ARIA GZALavAR Notary Publk,State of Illinois Commission Na.752604 2 My Commksion Expires August 21 2027 ` My Commission Expires : Pcs . g( , 2027 NOTE: THIS AFFIDAVIT MAY BE EXECUTED AND ACKNOWLEDGE) ON BEHALF OF THE RECORD OWNER(S) BY A MEMBER, AN OWNER, AUTHORIZED TRUSTEE, CORPORATE OFFICIAL, GENERAL PARTNER, OR MANAGING AGENT,OR HIS OR HER ATTORNEY 3