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HomeMy WebLinkAbout94-274 ir Resolution No. 94-274 RESOLUTION AUTHORIZING EXECUTION OF A TERMINATION AGREEMENT WITH CAPITAL VENTURES DEVELOPMENT CORPORATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that George VanDeVoorde, Mayor, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a termination agreement on behalf of the City of Elgin, with Capital Ventures Development Corporation, a copy of which is attached hereto and made a part hereof by reference. s/ George VanDeVoorde George VanDeVoorde, Mayor Presented: September 28, 1994 Adopted: September 28, 1994 Vote: Yeas 6 Nays 0 Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk i DRAFT 9/9/94 RAGREE/CAPVENT.TA TERMINATION AGREEMENT THIS AGREEMENT is entered into this t/ „ day of 1 ,or •'v , 1994 by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as "City" ) and CAPITAL VENTURES DEVELOPMENT CORPORATION, an Illinois corporation (hereinafter referred to as "Developer" ) . WHEREAS, the City and Developer have previously entered into an agreement dated September 14, 1989 (hereinafter referred to as "Development Agreement" ) regarding the development of certain real estate; and WHEREAS, the Cityand Developer have agreed that P 9 performance of the terms of the aforementioned Development Agreement is no longer in the best interests of either party. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows : 1 . The Development Agreement of September 14 , 1989 between the parties hereto is hereby terminated and of no further effect. 2 . The parties hereto hereby waive and fully release any claim for damages, cause of action, or other interest resulting from the failure of either party to complete any of the terms, obligations or conditions of the Development Agreement. 3 . City shall cooperate with Developer to release to Developer the sum of $10,000 currently held in escrow at Chicago Title Insurance Company pursuant to the terms of the Development Agreement. 4 . The City and Developer mutually represent and agree that there are no pending claims of breach or default against the other under the terms of the Development Agreement, and each party hereto hereby waives any claim for breach, damages, or default which may exist under the terms of the Development Agreement. 5 . This agreement represents the full and complete terms of agreement between the parties hereto. No additional or conflicting oral or other representations or agreements have been made which are not contained or specifically referred to herein. 6 . In the event of any conflict between the terms of this agreement and the Development Agreement, the terms and conditions of this agreement shall apply. 7 . This agreement shall be deemed effective concurrent with the execution of a certain Redevelopment Agreement between the City of Elgin and the TLC Redevelopment Group, an Illinois partnership, said Redevelopment Agreement being for the same property which was the subject of the Development Agreement referred to herein. CITY OF ELGIN, a municipal CAPITAL VENTURES DEVELOPMENT corporation CORPORATION, an Illinois corporation By L. C -e'i. -�-' i1 By lgJgdA/2216732 Mayor � cn oc..6:- ©cUiM& i Attest: )-y 4 / ,otev,e-- Attest: City Clerk Secretary-- , . 1 , , Jig- Ell_____•n OF f-i (!r4/::11 Agenda Item No . 13 ( 0-11 15) 1 September 23 , 1994 TO: Mayor and Members of the City Council FROM: Richard B. Helwig, City Manager SUBJECT: Successorship of Dundee TIF Redevelopment Agreement PURPOSE The purpose of this memorandum is to advise the members of the City Council that the partners of the TLC Redevelopment Group have reviewed, approved, and signed a redevelopment agreement with the City of Elgin for the Dundee/Summit TIF District. Staff requests that the City Council authorize the Mayor to execute the redevelopment agreement on behalf of the City of Elgin. BACKGROUND In December, 1986 , the City of Elgin designated the Dundee/Summit area as a Tax incremental Financing District. Requests for Proposals were sought from property developers for the Dundee/Summit TIF District. Capital Ventures , Inc . of Schaumburg, Illinois was selected as the successful devel- oper for the project . A redevelopment agreement was entered into by the City of Elgin and Capital Ventures in September, 1989 . The agreement required the developers to construct a neighborhood shopping center containing approximately 70, 600 square feet of retail shopping space having a fair market value of not less than $3,474 , 617 . The size of the site was approximately 4 . 5 acres . During the fall of 1989 , the City sold $2 . 5 million of Gener- al Obligation Bonds to acquire the site and fund other costs related to the project . The agreement with Capital Ventures , Inc . called for a clos- ing on the property no later than March 31, 1992 . The City was unable to perform under this provision because all the property had not been purchased. The delay in the acquisi- tion was due to legal challenges to the acquisitions . Dundee TIF Redevelopment Agreement September 23, 1994 Page 2 The matter of the status of the property acquisition was reviewed with the City Council and staff was asked to include the two remaining businesses as a part of the project. A determination was made that it would be reasonable to include the Merlin Muffler Shop and the Amoco station in the project . Discussions were initiated with Amoco Oil to develop a new station/car wash/convenience store on a 40, 000 square feet portion of the site . Amoco will trade right-of-way property with the City and acquire an additional 19 , 694 square feet from the City for $10 ,500 . The Merlin Muffler site is approximately 18, 000 square feet . Merlin Muffler wants to stay and is willing to trade land in order to fit within the layout of the site . Settlement agreements are currently being negotiated with Amoco and Merlin Muffler. A specific date for the completion of the settlement agreements with Amoco and Merlin Muffler cannot be identified at this time . Capital Ventures , Inc . lost interest in the project because of delay. Harry Geotis, President of Capital Ventures , Inc . , assigned the rights of his interest in the project to Anthony Bonavolenta . Mr. Bonavolenta has formed a partnership with Leo Lenaghan and Charles Lucchese of Dearborn Construction Development (TLC) in order to propose a new development on the site . TLC also intends to develop a neighborhood center on the site . Staff has negotiated a development agreement ( see Attachment 1 ) with the TLC Redevelopment Group that contains the follow- ing provisions : 1 . The site will be developed as a Planned Area Business District and the Developer will apply for the appropri- ate rezoning within 30 days after completion of the feasibility study. The developer is required to submit site and landscape plans as well as building elevations to the Planning and Development Commission and the City Council for approvals . The Developer is proposing build- ing design elevations similar to that shown in the Rede- velopment Agreement . 2 . Feasibility Period. The developer has up to 120 days after the City acquires the property to conduct a feasi- bility study for the project . The site will be assessed with respect to preliminary engineering, soils , and environmental audit and hazardous waste testing . 3 . TLC will purchase the site for $98 , 500 (approximately 193, 822 square feet at $0 . 508/square feet) . Dundee TIF Redevelopment Agreement September 23 , 1994 Page 3 4 . The project will be complete within two years of the closing date. 5 . The developer is responsible for the following costs : a . Relocation, if required, of certain storm and sani- tary sewer lines under Seneca and St . John Streets . b. Closure of Seneca Street west of the project area. c . Final grading and landscaping of the open space buffer zone west of the commercial development . 6 . Developer to demolish the building located at 432 Dundee Avenue (body shop) . 7 . Developer to build a 32 , 000 square foot center with a fair market value of $1 , 600 , 000 . Developer agrees not to seek a reduction in the assessment of the redevelop- ment site below $533, 333 . Prior to entry into a new redevelopment agreement with the TLC Group, the City and Capital Ventures must enter into an agreement to terminate the 1989 Redevelopment Agreement . The developer would like to enter into an agreement with the City so that they may begin to lease the project . COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None . FINANCIAL IMPACT The total sale price for the property cannot exceed $109 , 000 . The limit exists in order to maintain the tax exempt status of the bonds that were sold to fund the proper- ty acquisition. Each participant will be responsible onsible for the following purchase prices : Purchaser Square Feet Sale Price TLC Redevelopment 193 , 822 $ 98 , 500 Amoco 19 , 794 10, 500 $109 , 000 t Dundee TIF Redevelopment Agreement September 23, 1994 Page 4 LEGAL IMPACT Contract documents need to be reviewed prior to final execu- tion. RECOMMENDATION It is recommended that the Mayor be authorized to enter into an agreement with Capital Ventures, Inc. to terminate the 1989 Redevelopment Agreement and that the Mayor be authorized to enter into a redevelopment agreement with the TLC Redevel- opment Group to develop a portion of the Dundee/Summit TIF District. ResPes fully submitted, (A 7/ Raymond H. Moller Director of City Properties C . Richard B. Helwig City Manager skg / �Y .4:-4: le,a,....) ,, 39'-p," ,._. ,i "............7.' , , Ij t f !� ono; % /// IL MYN',... i I I �. . �11, ' 0o110 / (A' 1 \ I / l j \ Gi � :t-2:1. ///Jay..,/ /// �V 1• l ' �r ' �� 1. • \ A 4 T."' O yam` I - •�r �_ ,�0 ��s�1�— L 2 z� e„ s J • i .77:f j N1J. • W W ar ;Q. \'‘ r- I ti i sJ ► 4N �c _ •- Jam__. ; 1 ! .J_0 � 2z:... i, z2.o F� - 11.411 `i• g` . i . I ' \\ \ \ •'...44 • .. rq �d" (CA.l,:;..1)_ ._ . ' I• • 1 I 6 'IjI. ^ { ... (�i {{ N 1rlf 111C�J 1,1 FI . IPA 1 i i M1�I � : _ 6 J G \ , ,:\ 'ol .se•0" i . 4-'-''''' /.5. 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If4 , 11111111111111111111 I I I �/ � / //', Z 11111111111111IIIIIIIIH / 14 Op w 62' IV , S I 11.400 S.F. < / 1(~..1 TRANSITIONAL Ns. ( . , / fS. 60 S.F. ♦ - l r4 � F I `: \ Z wiy w T. v. ® z o I ® / 12,000 S.F. ♦ / I 8 \q�`\ wX ,b_ii.......'4 \ ® \ MR IwI+Ilsrot�eRPw�vtILBt H z 8 g \ �I 61EAJ/MIfT1ER - IO.a6.T s.E. ~. CAS STAME -30.679 S.F. U=.'• NET LOT AREA t93A23 57. Q _ \ \ ♦,� BURRING FUTURE MART ) 61W0 Sl. Z •f \ ® 1' 6 lICRM TOTAL BUILDING AREA 09A00 S.F. JOB/ O CONCEPT SITE PLAN \ \ / PAWING MOORED DATE,:_DATE,:_ "=-II EXHIBR B-1 ^, CMGMSCAIE a i-_eo' �1. 39.e00 sr x 4/10006ROSS ARw199 SPACES scLLEI"_60' PAOIUN:PRO:WEO 'MTN BY i b K.•162 III SPACES SianPj • 9.7-9'/ 4/1 I I/ 1,1)111VU VkIV.YY/117 -"- , c__, c_____________y 5f.JIN O 5TE °� PIMPPIMP" " SUMMIT 1 STREET ;,.�_.N. ----) I� FUTURE SUMMIT�STRE erm.,7 I I... ..... si t 411" / �o ^ p / � qo0 iAt/ �iiI 1,--14 7 it 1 I III 11 I 1 111111 . I l� Fi ' '1 .. ' ''' `"a s. 205 5 " f �� Cn ' ®I ne 1 1.400 S.F. ,, Y f > ;/ ' Z z A ` Iro O I oa/ I / '! �'. / a 0.1 I� © I� a .' ..'"' S.F. �` r�I1 „lc/7 F Zi 31' I FU UR 10,000 S.F. t ! • ,' 'w m j vs cr) z 0,1 Jt ii a " i- ` 12,000 S.F. C I /// . / �`3 O // PLANT x�i e o 14 hill J [-z • rams i ,Oa, LANDSCAPE PLAN �`� / ciKuu'"'" s EXHIBIT ii SCALE- r-eo .-: Sc.u,„-, DRAW,it o wow.... -��� ..wb. Sxcn SP.? • _ q 2 5y ki EXHIBIT D AGREEMENT This Agreement (this "Agreement") is entered into this day of _, 1994, by and between the City )f Elgin, a municipal corporation, (the "City") and Amoco Oil Company, a Maryland Corporation, ("Amoco") . WITNI:SSETH: WHEREAS, The City has undertaken eminent domain proceedings pursuant to Case No. filed on in Kane County Circuit Court (the "Eminent Domain Proceedings") . WHEREAS, Amoco and the City desire to enter into this Agreement whereby the City and Amoco shall exchange certain real estate and upon such other terms and conditions as are contained herein. NOW, THEREFORE, for and in consideration of the settlement of the eminent domain proceedings together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. A. At closing, Amoco shall convey to the City by Warranty Deed the real estate legally described on Exhibit A attached hereto (the "Amoco Property") . The City shall convey to Amoco in writing by the City and Amoco by Warranty Deed the real estate legally described on Exhibit B attached hereto (the "City Property") . B. The above conveyances shall be subject only to (a) public and utility easements, if any; (b) special taxes or assessments for improvements not yet completed; (c) any unconfirmed special tax or assessments; (d) installments not due at the date hereof of any special tax or assessment for improvements heretofore completed; (e) general taxes for the year 1994 and subsequent years (collectively the "Permitted Exceptions") . 2. In addition to the conveyance of the Amoco Property, Amoco shall also pay to the City at closing the sum of $10,500.00. 3. The time of closing shall be on , 1994, or on the date, if any, to which such time is extended by mutual agreement of the parties (the "Closing") . The Closing shall take place at the St. Charles office of Chicago Title and Trust Company. 4. Each party shall deliver to the other not less than 30 days prior to the time of closing, a current title commitment from Chicago Title Insurance Company for an ALTA owner's title insurance policy covering title to the Amoco Property and the City Property respectively. The aforesaid commitments shall show title in the intended grantor subject only to the (a) Permitted Exceptions; and (b) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the closing and which shall be so removed by the respective grantor at such time. At closing each party shall cause to be delivered to the other an ALTA owner's title insurance policy in accordance with such commitment, it being required that such title policies shall include so called "extended coverage" over the general or standard printed exceptions contained in the policies. The title policy shall be conclusive evidence of good and marketable title as therein shown as to all matters insured by the policy subject only to the exceptions therein stated. For purposes of providing the aforesaid title work, Amoco shall pay for and provide the title work covering the Amoco Property, and the City shall pay for and provide the title work covering the City Property; however, such costs shall be limited to the minimum dollar amount of title insurance of $10,000.00 and any additional title insurance Shall be paid for by the party requesting same. 5. General real estate taxes shall be prorated at the time of closing. The amount of current general taxes not then ascertainable shall be adjusted on the basis of the most recent ascertainable taxes. Parties further agree to reprorate real estate taxes at the time bills are issued. 6. Not less than 30 days prior to closing, Amoco shall provide to the City a survey, in accordance with ALTA standards and sufficient for extended title coverage, of the Amoco Property dated within six months of closing and showing no encroachments or other survey defects. The City shall provide to Amoco within said time frame a survey, in accordance with ALTA standards and sufficient for extended title coverage, of the City Property dated within six months of closing and showing no encroachments or other survey defects. Notwithstanding anything else to the contrary, the survey provided by Amoco shall be prepared following the removal of all improvements from the Amoco Property as required pursuant to Paragraph 10 of this Agreement. 1 7. Amoco shall deli oo' -ssion of the Amoco Property to the + : of $ I ri... Are... Amoco at Closing. 8. At Closing Amoco shall deliver to the City with respect to the Amoco Property and the City shall deliver to Amoco with respect to the City Property the following documents: A. A Warranty Deed duly executed and acknowledged conveying title to the applicable real property and subject only to the Permitted Exceptions; B. Any documentation necessary to satisfy the reporting requirements of the 1986 Tax Reform Act; C. A nonforeign affidavit in accordance with Section 1445 of the Internal Revenue Code. D. Affidavit of Title in customary form; E. ALTA Statements in duplicate; P. Plat Act Affidavit; G. Completed Real Estate Transfer Declaration; H. Any and all other documents which are customary or are necessary to comply with terms of this Agreement. 9. At the election of the City or Amoco, this transaction shall be closed through an escrow with Chicago Title and Trust Company in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then in use by Chicago Title and Trust Company, with such special provisions inserted in the escrow agreement as may be required to conform with this Agreement. The cost of the escrow shall be divided equally between the City and Amoco. 10. A. For purposes of this Agreement, the term "Hazardous Materials" shall mean any substance, material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of Illinois, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", 'hazardous material', "hazardous substance", "extremely hazardous waste", or 'restricted hazardous waste' under any provision of Illinois law, (ii) petroleum or petroleum products, (iii) asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a 'hazardous substance' pursuant to Section 311 of the Clean Water Act, 33 U.S.C. 1251 et seq. (33 U.S.C. 1317) , (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C. 6903) , or (viii) defined as a "hazardous substance' pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. 9601 et seq. (42 D.S.C. 9601) . The term "Environmental Laws" shall mean all statutes specifically described in the foregoing sentence and all federal, state and local environmental health and safety statutes, ordinances, codes, rules, regulations, orders and decrees, relating to, regulating in any manner, or imposing liability or standards concerning or in connection with Hazardous Materials. B. It is recognized that the background of the Amoco Property is that of a gasoline service station and that Amoco hereby agrees to undertake and complete on or before 90 days from the date of this Agreement, the removal of any and all improvements, (permanent or otherwise) located on or under the Amoco Property, including, but not limited to any underground storage tanks, structures or paved surface improvements. Such removal shall be to the complete satisfaction of the City in the City's sole discretion. As it is further recognized that there has been leakage, spillage or other contamination of Hazardous Materials (including but not limited to petroleum) on the Amoco Property and adjacent real property; Amoco hereby agrees to undertake and complete on or before 180 days from the date of this Agreement, any and all clean up or remedial activities necessary or desirable to . completely remove any Hazardous Materials from the Amoco Property and any adjacent real property comprising the original Amoco service station site or other real property not owned by Amoco (Collectively the 'Adjacent Property') which contains Hazardous Materials by reason of the activities carried out on the Amoco Property and remaining real estate comprising the Amoco service station site. (such aforesaid improvement removal and environmental cleanup obligations of Amoco are collectively referred to herein as the "Removal and Cleanup Obligation") . The Removal and Cleanup Obligation shall be undertaken and completed in full compliance with any and all Environmental Laws and shall further be undertaken and completed to the full satisfaction of the City, in 41,1 City's sole discretion. -4ty is hereby given the right to enter upon the Amoco Property or the Adjacent Property to undertake environmental testing and other investigations to monitor Amoco's undertaking of the Removal and 2 Cleanup Obligation. Amoco recognizes the dieclosurib requirements of the Presnerty Transfer Act a `'a *ranafer of the Amoco ,,�-_„y• :.;Doc,, Agrees to exec' - `elivc -'`;; ,7.c: . ''-aclos^ -e documents as may be required' by such act. C. It is expressly understood that all obligations of the City under this Agreement are contingent upon Amoco first completing the Removal and Cleanup Obligation in full and complete compliance with any and all Environmental Laws and also to the full satisfaction of the City, in the City's sole discretion. D. Additionally, but not in lieu of the Removal and the Cleanup Obligation set forth above, Amoco agrees to indemnify, defend and hold harmless the City and its grantees from and against any and all debts, liens, claims, and causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs) , personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorneys' fees and expenses, consultants' fees and all other out-of-pocket expenses, suffered or incurred by the City and its grantees as a result of any matter, condition or state of fact involving the Removal and Cleanup Obligation, Environmental Laws, Hazardous Materials affecting or relating to the Amoco Property or Adjacent Property, or a breach of the provisions contained in this paragraph 10. 11. Amoco agrees to fully take part in and be a party to the Planned Area Development (PAD) Application ("Application") involving the site plan ("the "PAD Site Plan") attached hereto as Exhibit C. It is expressly understood that the parties to the Application shall be TLC Redevelopment " ' 4 Group, an Illinois partnership ("TLC") ,'fie owners and/or parties in interest c with respect to the Merlin's Muffler Shop parcel located at 400 Dundee Ave. , `"-` Elgin, Illinois, and Amoco. However, it is expressly understood and agreed PS, that Amoco shall take part in the Application, as prepared and submitted by TLC, in TLC's sole discretion and control, it being agreed that Amoco shall fully take part and be a party to the Application and that TLC is to control the terms, provisions, preparation and submission of the Application. 12. On or before Two (2) years after the Closing, Amoco agrees to improve its retained real estate adjacent to and to the south of the Amoco Property together with the City Property acquired hereunder (such retained real estate and acquired real estate shall be collectively referred hereto as the "Amoco New Site") in conformance with the site plan (the "Amoco New Site Plan") attached hereto as Exhibit D. All improvements on the New Site shall contain the architectural features consistent with the PAD, Application, Amoco New Site Plan and/or as otherwise required by the City's Planning and Development Commission. 13. On or before Two (2) years after the Closing, Amoco agrees to landscape the Amoco New Site and the Amoco Property in conformance with the landscape plan ("Landscape Site Plan") attached hereto as Exhibit El 14. It is expressly understood that the PAD Site Plan, Amoco New Site Plan and Landscape Site Plan and any similar plans (collectively the "Plans") reflect the current plans to be submitted to the City's Planning and Development Commission but that any or all of the Plans may be amended to reflect the requirements of the City's Planning and Development Commission. Amoco hereby agrees to follow any such amendments with respect to its obligations under this Agreement. 15. All agreements, representations, and warranties made herein shall be deemed to be made on the closing and shall survive the closing. 16. Time is of the essence of this Agreement. If this Agreement is breached by either party, the nonbreaching party shall be entitled to pursue any and all available remedies at law or in equity. In addition, the nonbreaching party shall be entitled to the recovery of any and all attorney's fees and costs incurred in connection with the enforcement of this Agreement. In addition, in the event of a breach of this Agreement by Amoco, or if for any reason whatsoever the City does not acquire title to the Amoco Property, the City shall retain the right to continue the Eminent Domain Proceedings to acquire title to the Amoco Property, it being expressly understood that the Eminent Domain Proceedings shall be kept pending until the Closing has taken place and the City has acquired title to the Amoco Property. 3 7EXILOY, ;:,e parties ?,i?reement the year f irate above written. CITY OF ELGIN AMOCO OIL COMPANY, A Maryland. Corporation By: By: ITS ITS ATTEST: ATTEST: By: By: ITS ITS tas\awao.age • • Exhibit A Lots 1 and 2 of W. H. Wilcox's Second Addition to Elgin, in the City of Elgin, Kane County, Illinois. PLAT -ter Dor• ..GTy lOr`rnsuRF'^ .."p' - ,..,5: 1.JtCEL 1 Those pats of Lots 1 and 2 of Babbitt's Addition to Elgin, in the City of Elgin, Kane County, Illinois, described as follows: Beginning at the Northeast corner of said lot 1; thence on an assumed bearing of South 33 degrees 49 minutes 47 seconds West along the Southeast line of said Lots 1 and 2,a distance of 100.79 feet;thence f,, North 28 degrees 05 minutes 06 seconds West,37.66 feet to a point 50.50 feet South of the North line of said Lot 1; thence South 90 degrees 00 minutes 00 seconds West,parallel with the North line of said La 1,a distance of 118.90 feet to the West line of said Lot 1;thence North 6 degrees 20 minutes 34 seconds East along said West line,50.81 fee to the North line of said Lot l; thence North 90 degrees 00 minutes 00 seconds East along said North line, 187.13 feet to the Point of Beginning. PARCEL 2 Those parts of lots 3,4,5, 12 and 13 of Babbitt's Addition to Elgin and part of Seneca Street adjoining the South line of said Babbitt's Addition, in the City of Elgin,Kane County,Illinois,described as a whole as follows: Beginning at the Northeast corner of said Lot 3; thence on an assumed bearing of South 33 degrees 49 minutes 47 seconds West along the Southeast line of said Lou 3 and 4 and the Southwesterly extension thereof, 158.19 feet; thence North 56 degrees 10 minutes 13 seconds West, 160.00 feet;thence North 33 degrees 49 minutes 47 seconds East, 142.77 feet to a point 50.50 feet South of the North line of said Lot 13;thence North 90 degrees 00 minutes 00 seconds East, parallel with the North line of said Lot 13,a distance of 33.71 feet to the East line of said Lot 13; thence South 6 degrees 20 minutes 34 seconds West along said East line,76.74 feet to the Southeast corner of said Lot 13;thence North 90 degrees 00 minutes 00 seconds East along the North line of said Lot 3,a distance of 116.26 feet to the Point of Beginning. PARCEL 3 Those parts of Lots 1,2,3,4,5, 12 and 13 of Babbitt's Addition to Elgin and part of Seneca Street adjoining the South line of said Babbit's Addition,in the City of Elgin,Kane County,Illinois,described as a whole as follows: Commencing at the Northeast corner of said Lot 1;thence on an assumed bearing of South 33'degrees 49 minutes 47 seconds West along the Southeast line of said Lou 1 and 2,a distance of 100.79 feet to the Point of Beginning; thence South 33 degrees 49 minutes 47 seconds West along the Southeast line of said Lots 2, 3 and 4 and the Southwesterly extension thereof, 210.00 feet; thence North 56 degrees 10 minutes 13 seconds West, 160.00 feet; thence North 33 degrees 49 minutes 47 seconds East, 142.77 feet to a point 50.50 feet South of the North line of said Babbitt's Addition;thence North 90 degrees 00 minutes 00 seconds East,parallel with the North line of said Babbitt's Addition, 152.61 feet; thence South 28 degrees 05 minutes 06 seconds East, 37.66 feet to the Point of Beginning. This is to certify that the plat hereon drawn correctly represents the above-described property. Dimensions are given in feet and decimals thereof unless otherwise indicated. Dated this /1-T day of Asc.m ,A.D., 1993. A.,p Dale A. Terry— tonal Illinois Land Surveyor No. 2533 s SUMMIT STREET PARCEL 1 - `I N 90-00'00" E 187.13' - (f:') I (75') (186.5') , I I m N gl •PARCEL 1 e 33.71'\ g�� � 9,402 sq ft. , hi I I -\b- t o C.216 ocre ` ,\� 118.90" A. n ' • i�152.61' S 90'00'00" w " - �� 10 �� 12 I o I 13 �"i`I (15t.16') - N 28-05'06- W n s" 37.66' ►� c N PARCEL 3 2 eb` , P.0.8 '\' eo' �' h' PARCEL 3 • p1 I e. . so.,s7 Sc,S� ft. P (6') •? I (60') I� (115 84') �4O S (75') N 90'00'00" E '-(1B9.5') 116.26' ePeB\ �� PARCEL 2 �~ PARCEL 2 2C,92g so ft 3 �� O.c2C ocre ^o, * 7 6 n 5 — (154') ,4 N l-,Fcc---- °v. 4 h ) w ` �Q (60') (118.5') ,,, J O SENECA gr STREET '� SCALE 1" 50' _ 1 J v ' / LEGEND Hampton Lenzini and _ INDICATES BOI:NDARY T Renwick, Inc. OF PARCEL 3 'p Civil Engineers • (1B0') INDICATES RECORD Lena Surveyors DIMENSION 380 Shepord Drive Account Nun-.ber Elgin, IIIino s 601 2 3-701 0 2-05-1210 (f) 708.697.6700 ....a Fx/11 1I r c ___-----. V -----) (i____ 4 / 1 SUMMIT I STREET .I I a --) FUTURE SUMMITTRE I / /et I P 11 t I I I I I l I l I l I 11111 l 1 hl l_._. ' //I "' r---- ' 1.411111111111111111111 1k 4IP a 1 ,.n�„a, � > &� / I/ �. F. 'I I 11.400 S.F. 4 , < , ro ti., I , \ -........ = s /.) 1 ,,, /III ` / `` ` ' wo / 6. S.F. , • Orffei PER PLMMY GEMINtNf COIAIi045IW PLAT Cr 5UMY '�T', ` 10,000 S.F. • PAW GEC 11994. A -- e� —_ ' — — < REVISED PER AMoco GRAw►1G GYYED'4,«9S wi REYi510N No N _ ril — / MEP 6/11/9s - \ ' ® SITE DATA\ A a /� TOTAL LOT AREAMERLIN 242.964 S.F. 12,000 S ® ` GASSTATION R - 0.679 S.F. s IF - 30,679 S.F. � 8 l . , / NET LOT AREA 193,822 S.F. U w ' / BUILDING AREA(RETAIL) 33,400 S.F. N . 11 I / I FUTURE EXPANSION 6.400 S.F. I /., Uli � i ® ' �1 TOTAL BUILDING AREA 39,800 S.F. „ e R t I ``� ® ', PARKING 39,800 SFEX 4/t000GROSS AREA=159 SPACES �— t INCEPT SITE PLAN 4, // �u1.-� F1 S,I� // PARKING PROVIDED A VVV���'''• sa-r� 8 I-IC. + 195 STD. 168 SPACES SPJ// MOT I EXHIBIT D STATION SITE PLAN EXHIBIT E AGREEMENT This Agreement (this "Agreement") is entered into this day of , 1994, by and between the City of Elgin a municipal corporation, (the "City"); Brian Hogan, ("Hogan"); Heritage Trust Company, Successor to Heritage/County Bank and Trust Company as Trustee under Trust Agreement dated 5-27-77 and known as Trust No. 1816 ('Trust"); (Hogan and the Trust are hereby collectively referred to herein as "Seller"); David Garrett ("Garrett") and Merlin Corporation, an Illinois corporation ("Merlin's"). WITNESSETH: WHEREAS, The City has undertaken eminent domain proceedings with respect to the real estate legally described on Exhibit A (the "Merlin's Parcel") attached hereto pursuant to Case No. 91ED008 filed in Kane County Circuit Court (the "Eminent Domain Proceedings"). WHEREAS, Seller and the City desire to enter into this Agreement whereby the City and Seller shall exchange certain real estate and upon such other terms and conditions as are contained herein. WHEREAS, Merlin's lenses the Merlin's Parcel and Garrett is the sublessee of the Merlin's Parcel. NOW, THEREFORE, for and in consideration of the future settlement of the eminent domain proceedings together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereby agree as follows: 1. A. At closing, Seller shall convey or cause to be conveyed to the City by Trustee's Deed the real estate legally described on Exhibit B attached hereto (the "Seller Property"). At closing, the City shall convey to Seller by Warranty Deed the real estate legally described on Exhibit C attached hereto (the "City Property"). B. The above conveyances shall be subject only to (a) public and utility easements, if any; (b) special taxes or assessments for improvements not yet completed; (c) any unconfirmed special tax or assessments; (d) installments not due at the date hereof of any special tax or assessment for improvements heretofore completed; (e) general taxes for the year 1994 and subsequent years (collectively the "Permitted Exceptions"). 2. The time of closing shall be on , 1994, or on the date, if any, to which such time is extended by mutual agreement of the parties (the "Closing"). The closing shall take place at the St. Charles office of Chicago Title and Trust Company. 3. F.n-h party shall deliver to the other not less than 30 days prior to the time of closing, a current title commitment from Chicago Title Insurance Company for an ALTA owner's title insurance policy covering title to the Seller Property and the City Property respectively. The aforesaid commitments shall show title in the intended grantor subject only to the (a) Permitted Exceptions; and (b) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the closing and which shall be so removed by the respective grantor at such time. At closing each party shall cause to be delivered to the other an ALTA owner's title insurance policy in accordance with such commitment, it being required that such title policies shall include so called "extended coverage" over the general or standard printed exceptions contained in the policies. The title policy shall be conclusive evidence of good and marketable title as therein shown as to all matters insured by the policy subject only to the exceptions therein stated. For purposes of providing the aforesaid title work, Seller shall pay for and provide the title work covering the Seller Property, and the City shall pay for and provide the title work covering the City Property; however, such costs shall be limited to the minimum dollar amount of title insurance of$10,000.00 and any additional title insurance shall be paid for by the party requesting same. 4. General real estate taxes shall be prorated at the time of closing. The amount of current general taxes not then ascertainable shall be adjusted on the basis of the most recent ascertainable taxes. Parties further agree to reprorate real estate taxes at the time bills are issued. 5. Not less than 30 days prior to closing, Seller shall provide to the City a survey in accordance with ALTA standards and sufficient for extended title coverage, of the Seller Property dated within six months of closing and showing no encroachments or other survey defects. The City shall provide to Seller within said time frame a survey, in accordance with ALTA standards and sufficient for extended title coverage, of the City Property dated within six months of closing and showing no encroachments or other survey defects. 1 6. Seller shall deliver possession of the Seller Property to ti,e .;ity at closing and the City shall deliver possession to the City Property to Seller at closing. 7. At closing Seller shall deliver to the City with respect to the Seller Property and the City shall deliver to Seller with respect to the City Property the following documents: A A Warranty or Trustees Deed duly executed and acknowledged conveying title to the applicable real property and subject only to the Permitted Exceptions; B. Any necessary documentation necessary to satisfy the reporting requirements of the 1986 Tax Reform Act; C. A nonforeign affidavit in accordance with Section 1445 of the Internal Revenue Code. D. Affidavit of Title in customary form; E. ALTA Statements in duplicate; F. Plat Act Affidavit; G. Completed Real Estate Transfer Declaration; H. Any and all other documents which are customary or are necers+ry to comply with terms of this Agreement. 8. At the election of the City or Seller this transaction shall be closed through an escrow with Chicago Title and Trust Company in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then in use by Chicago Title and Trust Company, with such special provisions inserted in the escrow agreement as may be required to conform with this Agreement. The cost of the escrow shall be divided equally between the City and Seller. 9. A. For purposes of this Agreement, the term "Hazardous Materials" shall mean any substance, material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of Illinois, or the United States Government, including, but not limited to any material or substance which is (i) defined as a "hazardous waste", "hazardous material", 'hazardous substance", "extremely hazardous waste", or "restricted hazardous waste" under any provision of Illinois law, (ii) petroleum or petroleum related substances, (iii) asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a 'hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. 1251 et seq. (33 U.S.C. 1317), (vii) defined as a 'hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C. 6903, or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. 9601 et seq. (42 U.S.C. 9601). The term "Environmental Laws' shall mean all statutes specifically described in the foregoing sentence and all federal, state and local environmental health and safety statutes, ordinances, codes, rules, regulations, orders and decrees, relating to, regulating in any manner, or imposing liability or standards concerning or in connection with Hazardous Materials. B. Seller represents and warrants that; (i) neither the Seller Property nor any part thereof is in breach of any Environmental Laws, and (ii) the Seller Property is free of any Hazardous Materials that would trigger response or remedial action under any Environmental Laws or any existing common law theory based on nuisance or strict liability. If any such representation is in any manner inaccurate or any such warranty is in any manner breached (collectively, a "Breach"), Seller shall promptly take any and all remedial and removal action as required by law to clean up the Seller Property and keep the Seller Property free of any lien imposed pursuant to any Environmental Laws as a result of such Breach. C. Additionally, but not in lieu of Seller's affirmative undertakings set forth in Paragraph 9(B) above, Seller agrees to indemnify, defend and hold harmless the City and its grantees from and against any and all debts, liens, claims, and causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorneys' fees and expenses, consultants' fees and expenses, court costs and all other out-of-pocket expenses, suffered or incurred by the City and its grantees as a result of(a) any Breach, or kb) any matter, condition or state of fact involving Environmental Laws or Hazardous Materials which existed on or arose prior to the Closing and which failed to comply with (i) the Environmental Laws in effect as of the Closing or (ii) any existing common law theory based on nuisance or strict liability in existence as of the Closing, regardless of whether or not Seller had knowledge of same as of the Closing. 2 D. Additionally, but not in lieu of the provisions contained in this paragraph d, the City is hereby given the right to enter upon the Seller Property at any time prior to the Closing for the purpose of undertaking any and all environmental and other investigations and testing as the City deems appropriate in its sole discretion. In the event such investigations or testing disclose the presence of Hazardous Materials, Seller hereby agrees to, prior to Closing, clean up and/or remove any and all Hazardous Materials in full compliance with any and all Environmental Laws and further to the complete satisfaction of the City, in the City's sole discretion. The City's obligations under this Agreement are hereby made contingent upon such removal being completed in compliance with the aforesaid standards. E. The City represents and warrants that; (i) neither the City Property nor any part thereof is in breath of any Environmental Laws, and (ii) the City Property is free of any Hazardous Materials that would trigger response or remedial action under any Environmental Laws or any existing common law theory based on nuisance or strict liability. If any such representation is in any manner inaccurate or any such warranty is in any manner breached (collectively, a "Breach") the City shall promptly take any and all remedial and removal action as required by law to clean up the City Property and keep the City Property free of any lien imposed pursuant to any Environmental Laws as a result of such Breach. F. Additionally but not in lieu of City's affirmative undertakings set forth in Paragraph 9(E) above, the City agrees to indemnify, defend and hold harmless Seller and its grantees from and against any and all debts, liens, claims, and causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorneys' fees and expenses, consultants' fees and expenses, court costs and all other out-of-pocket expenses, suffered or incurred by the Seller and its grantees as a result of(a) any Breach, or (b) any matter, condition or state of fact involving Environmental Laws or Hazardous Materials which existed on or arose prior to the Closing and which failed to comply with (i) the Environmental Laws in effect as of the Closing or (ii) any existing common law theory based on nuisance or strict liability in existence as of the Closing, regardless of whether or the City had knowledge of same as of the Dosing. 10. A. Reference is hereby made to Sellers' retained real estate comprising the Merlin's Parcel excluding the Seller Property, which will, together with the City Property conveyed hereunder comprise the new Merlin's Muffler Shop Parcel (the "New Site"). B. With respect to the New Site, Seller agrees to fully take part in and be a party to the Planned Area Development (PAD) application ("Application") involving the site plan ("the PAD Site Plan") attached hereto as Exhibit D. It is expressly understood that the parties to the Application shall be TLC Redevelopment Group, an Illinois partnership or any successor developer or assign of TLC (collectively "TLC"), Seller and Amoco Oil Company as owner of the Amoco station on the corner of Dundee Ave. and Summit Street. However, it is expressly understood and agreed that Seller shall take part in the PAD and take part in the Application, as prepared and submitted by TLC, in TLC's sole discretion and control, it being agreed that Seller shall fully take part and be a party to the Application and the PAD and that TLC shall control the terms, provisions, preparation and submission of the Application Merlin's and Garrett agree to fully follow and be fully bound by any and all terms of the PAD, Application, or PAD Site Plan, it being expressly understood that Merlin's and Garrett shall follow and be bound by such plans and that TLC shall control the terms, provisions, preparation and submission of same. In addition, in the event it is necessary or if TLC shall so request, Merlin's and/or Garrett shall take part and be a party to the Application and the PAD with the express understanding that TLC shall control the terms, provisions, preparation and submission of same. 11. On or before two years from the Closing, Seller, Merlins and Garrett agree to undertake and complete such structural modifications and/or improvements, landscaping and signage as are set forth on Exhibit E attached hereto (collectively the "New Site Plan"). All improvements on the New Site shall contain architectural features consistent with the PAD Application, PAD Site Plan, New Site Plan and/or as otherwise required by the City's Planning and Development Commission. 12. It is expressly understood that the PAD Site Plan, New Site Plan, Application and any similar or related plans (collectively the "Plans") reflect the current plans to be submitted to the City's Planning and Development Commission but that any and all of the Plans may be amended to reflect the requirements of the City's Planning and Development Commission. Seller, Merlins and Garrett hereby agree to carry out or cause to be carried out any such amendments to the Plans. 13. All terms, agreements, representations, and warranties made herein shall be deemed to be remade on the Closing and shall survive the Closing. 14. Time is of the essence of this Agreement. 3 ,. At the request of any party hereto, Seller and the City agree to, commensurate with Closing, execute or cause to be executed the Grant of Cross Easements for Ingress, Egress and Parking, a copy of which is attached hereto as Exhibit F. Said Agreement shall be recorded concurrently with the recording of the other closing documents provided for in this Agreement. 16. Hogan represents and warrants that Hogan is the sole beneficiary with sole power of direction of the Trust. Wherever in this Agreement there are obligations of Seller where it would be appropriate, desirable or necessary for the Trust to execute documents or take actions (including but not limited to such things as execution of the Application and Deed of Conveyance to the Seller Property), Hogan shall cause the Trust to execute such documents and take such actions. 17. If this Agreement is breached by any party, the nonbreaching or nonterminating party shall be entitled to pursue any and all available remedies at law or in equity. In addition, the nonbreaching party shall be entitled to the recovery of any and all attorney's fees and costs incurred in connection with the enforcement of this Agreement. In addition, in the event of a breach of this Agreement or if for any reason whatsoever the City does not acquire title to the Seller Property (including a breach of this Agreement by the City), the City shall retain the right to continue the Eminent Domain Proceedings to acquire title to the Seller Property, the entire Merlin's Parcel or any part thereof, it being expressly understood that the Eminent Domain Proceedings shall be kept pending until the Closing has taken place and the City has acquired title to the Seller Property. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. CITY OF ELGIN BY ITS: A'1'1't,ST: By: Brian Hogan, as sole beneficiary of Heritage Trust Company, successor to Heritage/County Bank and Trust Company as Trustee under Trust Agreement dated 5-27-77 and known as Trust No. 1816. Merlin Corporation, an Illinois corporation Heritage Trust Company, successor to Heritage/County Bank and Trust Company as Trustee under Trust Agreement dated 5-27-77 and known as Trust No. 1816 By: By: ITS Its: A'FI'EST: ATTEST: By: By. ITS Its: David Garrett kas\nerlins.agr vp\c:kas\merlins.agr 4 1 3 r;.rd C PLAT OF PROPERTY DESCRIBED AS FOLLOWS: PARCEL 1 exhibit The Southwesterly 15.33 feet of Lot 3(as measured along the Southeast and Northwest lines thereof)of W.H. Wilcox's C 2nd Addition to Egin;ALSO,the Southwesterly 75.33 feet of Lot 5(as measured along the Southeast and Northwest lines thereof)of W.H. Wilcox's 2nd Addition to Elgin,all in the City of Elgin, Kane County, Ulinois. PARCEL 2 exhibit The Southwesterly 32.00 fret of Lot 1(as measured along the Southeast and Northwest lines thereof)of W.H. B Wilcox's 2nd Addition to Elgin, in the City of Elgin, Kane County, Illinois. r• PARCEL 3 • f W.H. Wilcox's 2nd Addition to Elgin; ALSO, Lot 2 of W.H. Wilcox' gin; ALSO, the Southwesterly 15.33 fees of Lot 3(as mess Northwest lines thereof)of W.H. Wilcox's 2nd Addition to westerly 75.33 feet of Lot 5(as measured along the Southeast and Northwest This is to certify that the plat hereon drawn correctly represents the above described property. Dimensions are given in feet and decimals thereof unless otherwise indicated. Dated this /i2:- day of •Dis=6nt3eot,_ , A.D., 1993. .T_.e-A. 7 Dale A. Terry — sional Illinois Land Surveyor No. 2533 SENECA STREET F-_ / 7-/ i 59 33') �/� �� 2nd °�, ADDITION �. WILCOX'S''/ - / 'W. H. t/` PARCEL 1 8 ji 7 - 13 0 It / O t3t acre \/;/'? V 6 >' 'e0°0' r'30 / I / - � �' 's33s 6'b''s /�' `� // ,\y.o \ r ''F ti / �S?) ` PARCEL 3 �'he) sJa' ;� t 4:_ sc ft -, 32.00' 0 423 ocre ti s'b�st\ 6�bi.„. (750) �/30� 2 G1 • \ p, 7eQ00• � O 8c) J PARCEL 2 \ c' Q 5.704 sea f? ro ai i O.131 acre \ "' `32.00' / LEGEND Hampton Lenzin: and iNGKA'ES 50(.1vC`ARr BUR Renwick, inc SO LE '-_ `_0' OF PARCEL 3 ee Gvd Engineers !N3iCATES RECORD Land Surveyors ('BC') 0 MENc iON 380 Shepard Cr.ve Acc')unt Nvmeer Eig;n, mhn0.s E0'23-70IC 2-05-12.0 tt) 700.E9'E700 Exhibit F GRANT OF CROSS EASEMENTS FOR INGRESS, EGRESS AND PARKING This Declaration of Cross Easements, for Ingress, Egress and Parking, (this "Agreement") is entered into as of this day of , 1994, by and between the City of Elgin, a municipal corporation (the "City") and Heritage Trust Company, as successor to Heritage/County Bank and Trust Company, as Trustee under Trust Agreement dated May 27, 1977, and known as Trust No. 1816 ("Heritage"). WITNESSETH: WHEREAS, the City is the fee simple owner of certain real estate located in Elgin, Illinois, and legally described on Exhibit A attached hereto (the "City Property"). WHEREAS, Heritage is the fee simple owner of certain real estate located in Elgin, Illinois, and legally described on Exhibit B, attached hereto( the "Heritage Property"). WHEREAS, the City Property is being or in the future will be developed into a shopping center while the Heritage Property is presently improved with a Merlin's Muffler Shop, which the parties hereto desire to be integrated with the shopping center for access and parking purposes. WHEREAS, the parties desire that the Heritage Property be able to utilize the City Property for pedestrian and vehicular ingress, egress and parking and also that the City Property be able to utilize the Heritage Property for pedestrian and vehicular ingress, egress and parking, provided, however, that such access and parking rights be limited to the Common Area, as hereinafter defined, now or hereafter located on the City Property or Heritage Property. NOW, THEREFORE, for and in consideration of Ten and No/100 ($10.00) together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Subject to the conditions herein contained, the City hereby grants to Heritage, its successors, grantees and assigns, a non-exclusive easement appurtenant to and for the benefit of the Heritage Property, over, upon and across the Common Area as hereinafter defined, now or hereafter located on the City Property, for the purposes of pedestrian and vehicular ingress, egress and parking. For purposes of this Agreement, the Common Area of the City Property shall be defined to be such portions of the City Property as are hereafter improved and comprise driveways, parking areas and walkways; provided, however, the City, its successors, grantees or assigns may, in their sole discretion, construct improvements on or otherwise alter or deal with the Common Area in any manner, thereby changing the size, configuration or nature of the Common Area. 2. Subject to the conditions herein contained, Heritage hereby grants to the City, its successors, grantees and assigns, a non-exclusive easement appurtenant to and for the benefit of the City Property over, upon and across the Common Area, now or hereafter existing, on the Heritage Property, for purposes of pedestrian and vehicular ingress, egress and parking. For purposes of this Agreement, the Common Area of the Heritage Property shall be defined to be such portions of the Heritage Property as are now or hereafter improved with driveways, parking areas and walkways. 3. The rights, duties, benefits, and obligations herein contained shall be binding upon and inure to the benefit of the parties, the respective successors, grantees and assigns. In addition, the rights, duties, benefits and obligations contained herein shall be perpetual in duration and shall be appurtenant to and run with the land. 4. This Agreement shall be subject to any covenants, conditions, easements and restrictions of record. 5. Any party enforcing the terms of this Agreement shall be entitled to the recovery of any and all attorney's fees and costs incurred in connection therewith. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as to the day and year first above written. CITY OF ELGIN, a municipal corporation By: Its: ATTEST: Its: ACKNOWLEDGEMENT STATE OF ILLINOIS ) )SS COUNTY OF KANE ) I, the undersigned, a Notary Public in and for and residing in County, in the said State aforesaid, do hereby certify that , of CITY OF ELGIN, a municipal corporation as aforesaid, and , thereof, personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such and , respectively, appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their own free and voluntary act, and as the free and voluntary act of said Company, for the uses and purposes therein set forth, and the said did also then and there acknowledge that he as custodian of the corporate seal of said Company did affix the said corporate seal of said Company to said instrument as his own free and voluntary act and as the free and voluntary act of said Company for the uses and purposes therein set forth. Given under my hand and Notarial seal this _ day of , 1993. Notary Public HERITAGE COUNTY BANK AND TRUST COMPANY By: Its: ACKNOWLEDGEMENT STATE OF ILLINOIS ) )SS COUNTY OF KANE ) I, the undersigned, a Notary Public in and for and residing in County, in the said State aforesaid, do hereby certify that , of HERITAGE COUNTY BANK AND TRUST, a municipal corporation as aforesaid, and thereof, personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such and , respectively, appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their own free and voluntary act, and as the free and voluntary act of said Bank, for the uses and purposes therein set forth, and the said did also then and there acknowledge that he as custodian of the corporate seal of said Bank did affix the said corporate seal of said Bank to said instrument as his own free and voluntary act and as the free and voluntary act of said Bank for the uses and purposes therein set forth. Given under my hand and Notarial seal this _ day of , 1994. Notary Public kas\Aaritdec.dec I EXHIBIT A OF PROPERTY DESCRIBED AS FOLLOWS: Part of Lot 5 in Block 14 of P.J. Kimball Jr. 's 3rd Addition to Elgin, and part of Seneca Street adjoining the North line of said Lot 5; ALSO, Lots 4 , 6, 7 , and 8 and parts of Lots 1 , 3 and 5 of W. H. Wilcox's 2nd Addition to Elgin, and part of Seneca Street adjoining the North line of said Lots 4 through 8; ALSO, Lots 6, 7 and 8 and parts of Lots 3, 4 , 5 and 9 through 13 of Babbitt's Addition to Elgin, and part of St. John Street adjoining the West line of said Lots 8 and 9 ; ALSO, Lots 3, 4 , and 5 and parts of Lots 6 and 8 of Mrs. J.R. Kimball 's Subdivision, and part of Seneca Street adjoining the South line of said Lots 3, 4 and 5, all situated in the Southwest Quarter of Section 12 , Township 41 North, Range 8 East of the Third Principal Meridian, City of Elgin, Kane County, Illinois, described as a whole as follows: Beginning at the Southeast corner of Lot 1 of W.H. Wilcox's 2nd Addition; thence on an assumed bearing of North 33 degrees 49 minutes 47 seconds East along the Southeast line of said Lot 1, a distance of 32 . 00 feet; thence North 64 degrees 07 minutes 54 seconds West, parallel with the Southwest line of said Lot 1, a distance of 180. 00 feet to the Southeast line of Lot 6 of W.H. Wilcox's 2nd Addition; thence North 33 degrees 49 minutes 47 seconds East along said Southeast line 103 . 33 feet; thence South 64 degrees 07 minutes 54 seconds East, parallel with the Southwest line of Lot 3 of W.H. Wilcox's 2nd Addition, 180 . 00 feet to the Southeast line of said Lot 3; thence North 33 degrees 49 minutes 47 seconds East along the Southeast line of Lots 3 and 4 of W.H. Wilcox's 2nd Addition and the Northeasterly extension thereof, 214 . 34 feet; thence North 56 degrees 10 minutes 13 seconds West, 160. 00 feet; thence North 33 degrees 49 minutes 47 seconds East, 142.77 feet to a point 50.50 feet South of the North line of Babbitt 's Addition; thence South 90 degrees 00 minutes 00 seconds West, parallel with the North line of Babbitt's Addition, 294 .45 feet to the West line of Lot 9 in Babbitt's Addition; thence South 0 degrees 23 minutes 42 seconds East along said West line, 29.59 feet to a point 80.50 feet South of the Easterly extension of the North line of Mrs. J.R. Kimball's Subdivision; thence South 89 degrees 50 minutes 10 seconds West, parallel with the North line of Lot 8 of Mrs . J.R. Kimball 's Subdivision, 248 . 11 feet to the West line of said Lot 8 ; thence South 0 degrees 23 minutes 10 seconds East along the West line of Lots 8 and 3 of Mrs. J.R. Kimball 's Subdivision, 184 . 30 feet to the Southwest corner of said Lot 3; thence South 0 degrees 03 minutes 14 seconds East, 66.00 feet to the Northwest corner of the East 58 . 00 feet of the West 190. 00 feet of Lot 5 in Block 14 of P.J. Kimball Jr. 's 3rd Addition; thence South 0 degrees 22 minutes 48 seconds East, parallel with the West line of said Lot 5, a distance of 132 .00 feet; thence North 89 degrees 46 minutes 22 seconds East, parallel with the North line of said Lot 5, a distance of 62 .97 feet to the East line of said Lot 5; thence North 26 degrees 24 minutes 24 seconds East along said East line, 2 .95 feet; thence North 34 degrees 23 minutes 42 seconds East along said East line, 67 . 17 feet to the Southwest EXHIBIT B Lot 1 , except the Southwesterly 32 . 00 feet (as measured along the Southeast and Northwest lines thereof) , of W. H. Wilcox 's 2nd Addition to Elgin; ALSO, Lot 2 of W.H. Wilcox's 2nd Addition to Elgin; ALSO, the Southwesterly 15. 33 feet of Lot 3 (as measured along the Southeast and Northwest lines thereof ) of W.H. Wilcox's 2nd Addition to Elgin; ALSO, the Southwesterly 75 . 33 feet of Lot 5 (as measured along the Southeast and Northwest lines thereof ) of W.H. Wilcox's 2nd Addition to Elgin, all in the City of Elgin, Kane County, Illinois.