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04-226 Resolution No. 04-226 RESOLUTION AUTHORIZING EXECUTION OF A DEVELOPMENT AGREEMENT WITH RSC-ELGIN, LLC FOR THE DEVELOPMENT OF THE NBD/PROMAC SITE ON SOUTH GROVE AVENUE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Ed Schock,Mayor, and Dolonna Mecum, City Clerk,be and are hereby authorized and directed to execute a Development Agreement on behalf of the City of Elgin with RSC-Elgin, LLC for the development of residential,retail and parking at the property located at East Chicago Street, South Grove Avenue and Riverside Drive (NBD/Promac Site), Elgin, a copy of which is attached hereto and made a part hereof by reference. s/ Ed Schock Ed Schock, Mayor Presented: August 11, 2004 Adopted: August 11, 2004 Vote: Yeas: 4 Nays: 2 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk City of Elgin � Mayor Ed Schock Council Members Juan Figueroa Robert Gilliam Brenda Rodgers Thomas K. Sandor John Walters City Manager David M. Dorgan August 24, 2004 Mr. Peter C. Bazos Attorney at Law 1250 Larkin Avenue, Suite 100 Elgin, IL 60123 Re: NBD/Promac Site Agreement with RSC-Elgin. LLC Dear Peter: Enclosed are two originally signed copies of the development agreement regarding the above project, an additional signature page signed by all parties, and two certified copies of Resolution 04-226 authorizing execution of the agreement. We only received one copy of the complete agreement and four additional signature pages signed by Richard S. Curto. My office retained the complete agreement which includes the colored exhibits, the Legal Department has an originally signed signature page and a copy of the agreement, and the other three signed signature pages are being given to you. Please call me if you have any questions. Sincerely, Dolonna"Loni" Mecum dkm Enclosures 150 Dexter Court• Elgin, IL 60120-5555 • Phone 847/931-6100• Fax 847/931-5610 •TDD 847/931-5616 www.cityofelgin.org ® Printed on recycled paper DEVELOPMENT AGREEMENT THIS AGREEMENT made and entered into this 11th day of August, 2004, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as the "City") ; and RSC-Elgin, LLC, an Illinois limited liability company (hereinafter referred to as "Developer") . WHEREAS, the City Council of the City of Elgin 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 (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 City is the owner of the properties (a) legally described in Exhibit A attached hereto, (hereinafter referred to as the "NBD Site") and (b) legally described in Exhibit A-1 attached hereto (hereinafter referred to as the "Osco Site", with both the NBD Site and the Osco Site being sometimes hereinafter collectively referred to as the "City Sites") ; and WHEREAS, the Developer is the contract purchaser of that certain property commonly known as 3t)-50 Sough Grove Avenue, Elgin, Illinois, such property being L(,q,)1. 1_y described in Exhibit B l':\Ikxunicnlx and ScIIings\I Iticr\I meal Set liugs\I'rnywrar) hdcrncl Files Wi ntcnl.Il::i\2L1'A,II I`S\I)cvclulancul Agrccmcm-I)cvcloper-vld- l liaiusl I I'doc at-Lac:hed hereto, (fi(.rei_nafte.r_ referred to as the "Private Development Site") ; and WHEREAS, both the City Sites and the Private Development Site (hereinafter collectively called the "Subject Property") are located within the ECA TIF District; and WHEREAS, the Developer has submitted to the City a proposal for the redevelopment of the Subject Property providing for 93 residential lofts, 84 residential condominiums, 3 residential duplex units, 14 residential townhomes, approximately 8, 000 square feet of retail space, 267 private parking spaces (with the number of private parking space being somewhat decreased if the square feet of retail space is increased) and 116 public parking spaces to be developed on the Subject Property as hereinafter described; and WHEREAS, the City Council of the City has determined that Developer' s proposed redevelopment of the Subject Property as hereinafter described will further the goals and objectives of the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project; and WHEREAS, Developer' s proposal for the redevelopment of the Subject Property will result in an increase in the City' s tax revenues; and WHEREAS, it is unlikely that the proposed redevelopment of the Subject Property will occur in the absence of l=imited development assistance from the City; and ('Documents III Id Set tings\Ilscr\LoeitI tieIIIII;s\frntpurttr� III Ieroo I'ilex\('of lei l.Il:5\11.I'MITMI)vve Itymcnl A greet noil-I)rveloper-v14- ISarosl I I.doe WHEREAS, in or(l(,r to pr_o•iidr For the pr(-)posed r_cedc�v(-Ar)pment of thc, Subject Property as hereinafter described which will further the goals and objectives of the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project and which will result in increases in the City' s tax base 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 Development Agreement resulting in furthering and achieving the goals and objectives of the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project and resulting in increases in the City' s tax base are matters within the government and affairs of the City; and WHEREAS, the City desires to convey and the Developer desires to acquire the City Sites in accordance with the terms and conditions provided herein. 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. Feasibility. Developer sh,Ul h.�vo lip ro sixty ( 60) days after the ex,�l:ut Lon and cioli_vory to t:hc D(-.V Loper of a fully CAI)urunirnis and Set IIII s\(INC I\I.dill SCllinLs\I'cnywruN liurrno 1:11Cs\l'nnIelIt i\_'L VA 11 1'IN\I)cvcluhmcnl AgreemenI-I)e%cIuhrr-v 14- ; ISatosl I I.Joc executed colInterp'act <, f t_hi :, l,gr_eement ( th(, dat-e of such dr- I. i_very bci_ng hereinafter calL(�d thy, "Acceptance Date" and such 60-day period thereafter being hereinafter called the "Feasibility Period") to conduct and complete such investigations and analyses as the Developer may deem advisable in order to determine the feasibility and desirability to the Developer (in its sole discretion) of developing the Subject Property for the purposes described in Developer' s proposal to the City. Such investigations may include, but shall not be limited to, preliminary engineering, soil testing, environmental audits and market studies . Within five (5) days following the Acceptance Date of this Agreement, the City shall deliver or cause to be delivered to Developer copies of all reports in the City' s possession with respect to the City Sites including, without limitation, any and all topographic studies, engineering studies, geological studies, environmental assessments, soil or other test results and existing surveys . In the event the Developer determines, based upon such investigations or otherwise, and in the sole and absolute discretion of the Developer, that the Subject Property is not reasonably suitable for the purposes described in Developer' s proposal, or that the Developer ' s proposed project on the entire Subject Property is not desirable to the Developer, then the Developer may, by written notice to the City given prior to the end of the Feasibility Period, elect to termi_n,lte this /\greemoriL . It the City i_s :-s() no.r_ Lti.ed in writing by Developer prior to the expiration of such sixty ( 60) day Feas ib L 1. y IP(�r Lori, t h(-,n t is \ I Ckr OITIOIIt sh,a I I L,(, c-ince L Led and null CAI liocunicnls and Sell liuhs\Itscr\I,oc;IINcl(uIgs\I'cnIpolar\ III lei tie Ifilcs\('ou lei 1115\?I'I'A.11PS A)cvckyincnlAl;rccnicnl-I)e\,cIt)per-vl•1- 4 Batosl I I(lor and voLd with no furt,h(�r_ Liaf, i_ Lity of either party hereunder. In such event, Developer_ shall. also provide to the City copies of all documents obtained or generated by the Developer during the Feasibility Period (elcluding, however, (i) internal memoranda and financial analyses and (ii) architectural work product (the "Developer Materials") . The Developer Materials are not intended or represented to be suitable for reuse by the City, and any such reuse shall be at the sole risk of the City and Developer shall have no liability to the City or any other persons utilizing the information contained therein for accuracy or appropriateness . In the absence of written notice from the Developer to the City prior to the expiration of such sixty ( 60) day Feasibility Period electing to terminate this Agreement, or in the event Developer provides the City written notice within such sixty ( 60) day Feasibility Period that Developer is waiving its rights to cancel this Agreement pursuant to the provisions of this Section, Developer ' s rights to cancel this Agreement pursuant to the provisions of this Section 2 shall be deemed waived by all parties hereto, and this Agreement shall be in full force and effect . 3 . Conveyance of City Sites to Developer. (a) In the event the Developer does not cancel this Agreement during the Feasibility Period referred to in the preceding section hereof, or in the event the Developer notifies the City in writing that Lt Ls wa i v Lncl its rights to carnc:el th L: /\gUeement during the Feas Lbi L Lty Por i od roterred Lo Ln t_ho pr(>c:ed i_nd section hereof, the l':\IkcumrnlsanJticuinl�\ll,cr\Inc;�IScllin� \I'cnyi��r;u� Inlrrnrllilc�\l'unlcnlll >\_'I:f\.Ilfl'ti\I)cvclulnncnlr\�rccm�nl-netrluprr-vl•1- 5 liai.us�I�dur City shill thereaCtl,r (:ornvl,y tO the Developer q(--)()d and merchantable tec, simple title to the City rites by recordable special warranty deeds, subject only to the title exceptions set forth on Exhibit G attached hereto and those exceptions allowed under Section 7 below. The said conveyances of the City Sites shall be subject to the provisions and conditions contained in Section 5 below. (b) The purchase price to be paid by the Developer to the City for the City Sites shall be zero dollars ($ . 0) , it being agreed and understood that the City is conveying the City Sites to the Developer without a monetary purchase price as a development incentive to the Developer as partial consideration for Developer' s redevelopment of the Subject Property as provided for in this Agreement . 4 . Survey. Not later than 30 days after the Acceptance Date, the City at its own expense, shall furnish the Developer a plat of survey for the City Sites prepared by a licensed land surveyor dated not more than sixty ( 60) days prior to the closing date, made and so certified by the surveyor to the Developer, or other person designated by Developer, and the title company as having been made in accordance with the minimum standard detail requirements for ALTA-ASCM Land Title Surveys and Mapping, 1999, including, without limitation, all items (except for Items 5, 7, 9, 12, 13 and 15) in Table A thereot with accuracy standards approprLate to suburban settin�7s and tr)r [)OVI� Loher" S intended use of the real estaLo) . The survey shall. il-so Lncl-Ltde a certification C:\I)oCInnClllsand Sclluil;s\1ISCI A Ucnl So IIn4s\Icmpurarn IIIIci'i1Cl files\( ollICIII >\21 1, II'PS\I)cvclupmcnl AgrccnicnI-I)cvcluper-v1.4- 6 1lazosI I I(loc by the surveyor_ as to the square footage of the (,ity Sites (showing the gross square footage and a calculation of the square footage of any portion thereof lying in a public right-of-way) . Such survey shall further show all matters of title as set forth in the title insurance commitment . 5 . Closing: Phased Closings and Conveyances of City Sites: Closing Contingency. (a) It is understood that the Mixed Residential and Commercial Project may, at the election of the Developer, proceed in phases, specifically "Phase I" and "Phase II", as more particularly described below. (b) The closing (hereinafter the "Closing") shall take place within thirty (30) days following the procurement by the Developer of the Governmental Authorizations (as described in Section 10 below) . At the Closing the City shall convey the City Sites to the Developer in the condition required herein. Unless subsequently mutually agreed otherwise, closing shall take place at the office of Chicago Title Insurance Company in Elgin, Illinois, provided that the Closing Conditions, as sets forth in Subsection 5 (c) below, have been fulfilled or otherwise waived (c) The obligations of the City and the Developer to proceed to and consummate the Closing shall be subject to the following contingencies (collectively the "Closing Conditions") any one or more of whLch may, at the elect Lo n oL (, l.her p,ir-ty ( t ) otherwise (':\n MI111Cn1s anld ticllmg,\I ISCI'\I oval.lcItIngs\I'cng)or ry Inlcrucl PilcsWonlcnl,ll 5\21 1A.11 l'N\Dcvclopmcnl:\I rccmcnl-I)cvcluper-vl•t- 7 11vusI I I doc aggrLeved by the nori-fuLEi_1. Irnr.nl. of same and ( ij ) not at fault for such non-Eulfillment, be wai-ied in writing) : ( i) Neither party shall be in default of any of its obligations hereunder; (ii) Chicago Title Insurance Company shall be prepared to issue to Developer the required Owner' s Title Insurance Policy. (iii) The Developer shall, simultaneously with the Closing hereunder: A. Acquire title to the Private Development Site; and B. Grant to the City the Subordinated Mortgage (as hereafter defined in Section 12 I below) . (iv) All Governmental Authorizations, in form and substance mutually acceptable to the City and the Developer, shall have been granted. (v) The Developer shall simultaneously close on the recording of one or more construction loans aggregating not less than Twelve Million Dollars ($12, 000, 000 . 00) [collectively the "Construction Loan"] and shall be entitled to immediately draw against said Construction Loan for amounts sufficient to pay for so-called soft-costs and the cost of demolition of the building on the Private Development Site. (The amount of the Construction Loan may be less than $12, 000, 000 if replaced by equity contributed by the Developer or its development partners . ) (vi) The Developer shall have demonstrated to the City' s reasonable satisfaction that (A) the Developer possesses (and has readily available to it) all of the equity capital which, when added to the amount of the Construction Loan, will be sufficient to complete Phase I of the Mixed Residential and CorT11110rCisL DeVt:� Lopm0nt c,ilLed the "Equity CapLt.11.") 01' ( 13) t-ho D(�VoI- per has I,ornmitrnents fr0111 on,' ot- morr� "equity partners r(�,ison,ll) Ly 1C 0Pt.ab 10 Lo t llo I, i t y to provide such UAIkkunrcnisand Scuml;,\Ikcr\I ocal.scllinls\rcnyttiran lu(cnn•I I ilcsWollicn111 5\21'I'A.II V'�\I)cvclolmlcnl:\grccnlcnl-nc\cloper-vI I- Ifauisl I I duc i ty r,,a[) i I,,A I . (vii) The Developer shall have caused the owner of the Private Develr.,pment Site to deposit into the Closing escrow ( For delivery upon the consummation of the said Closing) a release releasing the City from its obligations as set forth in paragraph 12 (including all subparagraphs thereof) and paragraph 33 (including all subparagraphs thereof) , and also including but not limited to any written agreement containing the assumption, indemnification and waiver provisions referred to in paragraph 33 of that certain Real Estate Sale Agreement dated September 27, 1995 between the City of Elgin and James A. Rouzer, Elizabeth M. Erotas-Rouzer and Michael A. Trump and Vicki B. Trump. (viii) The Developer shall have made proper application to the City for a demolition permit regarding the building on the Private Development Site, and the City shall have issued said demolition permit . (d) Following the Closing, and until such time that the Developer is prepared to commence the construction of Phase II of the Mixed Residential and Commercial Project on the NBD Site, the City shall have the right to continue to use the NBD Site for public parking purposes, provided that the City executes and delivers to the Developer that lease in the form attached hereto as Exhibit H (the "Parking Lease") . Developer shall provide the City not less than 60- days written notice of its intention to commence construction of Phase II of the Mixed Residential and Commercial Project on the NBD Site, and upon the effective date of such written notice the Parking Lease shall terminate. The rights of the City under_ the Parking Lease shall be subordinate l_() the r'.igli L s of Developer ' s cons t rucL ion lender (s) . 6 . No Brokers or Agents Involved in this Transaction. The City ,)nd Devolop(�r o,ich w,1t•1',1I1t h) the <)I-hot' t_h,)[ they hive dealt l':\I)twumrnhanil.tirllm \Il,cr\I.trralSrlUn \I'rmituran ligrrnvlPil .\('uulrnl II \'I l';\,II I'S\IJ CVCIulnnrnl;\�rccmcnl-Ikvrinitcr-vl•1- 9 14;tiusl I�tlur with no brokers or ire connection rrri.th this transaction. Each party agrees t,j i-ndemnify, hold harmless and defend the other party from any Iriss, cause, damages or expenses (including reasonable attorney' s fees) arising out of a breach of the warranty contained in this section. 7 . Title. During the first fifteen ( 15) days of the Feasibility Period, the City at its own expense, shall deliver or cause to be delivered to Developer or Developer' s agent a Title Commitment (the "Title Commitment") for an ALTA 1992 Form B Owner' s Title Insurance Policy issued by Chicago Title Insurance Company (the "Title Company") in the minimum amount of insurance covering title to the City Sites on or after the date herein, showing title in the City of Elgin subject only to the following (collectively the "Permitted Exceptions") : (a) the title exceptions specified on Exhibit G, (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 time of closing and which the City shall so remove at that time, (c) acts of the Developer and all parties through or for the Developer, (d) zoning laws, statutes and ordinances, including, but not limited to matters relating to the Tax Increment Act, the Elgin Central Area Tax Increment Redevelopment Plan and Project and the Elgin Historic Preservation Ordinance, (e) the terms of this Development Agreement, and ( E) other mattr.rs Ot tLtLe ovzr whL(.h Lh(. Tit L(. Cornparry is willing (. AI)oCllnlcll is nnll Set lu IgNAI"CH ucal SCI Iins\rcn Ipmrary I nlcrncl I i lcs\l'omlcnt,I Fi\21 IAII P1,\Development A grccnlcnl-OcNeluper-v 14- lO W/osl I I sloe l_r, i-nsure wi t.hou oper . The Ti t Ire Commi tmernt- :;P1al. _L also contain the foLLow_i.r)g endorsements : (a) Extended coverage (b) Zoning Endorsement 3 . 0 ( for the Mixed Residential and Commercial Development) ; (c) A restrictions endorsement insuring that the proposed Mixed Residential and Commercial Development will not violate or be prevented by any restrictions of record. At closing, the City shall also furnish to Developer an affidavit of title in customary form covering the date of closing and showing title in the City subject only to the permitted exceptions and such other documents as are customary to complete the closing of this transaction. 8 . Title Clearance. If the Title Commitment or plat of survey discloses either unpermitted exceptions or survey matters that render the title not in conformance with the provisions of this Agreement (hereinafter referred to as "Survey Defects") the City shall have thirty (30) days from the date of delivery thereof to have the exceptions removed from the commitment or to correct such Survey Defects or to have the title company commit to insure against loss or damage that may be associated by such exceptions or Survey Defects, and, in such event, the time of closing shall be thirty (30) days after the deliver of the commitment or the time expressly spec. L f i<,d in Section 5 hereof, wl1 i r:hev(�r is later. If the C Lty La L Ls t.o !lave the except Lons removod Or (Torre cr. ally Survey CA )ucunlculs and ScninysV lNC1\Local Sc11111gS\I C111p awry Inlcrncl 1 ilcsU laucn1,11 .i\'I I A.II I'�\I lcvclu{,nlrnl,1{rccnlcul-ir�rllgmr-v l {- Lt B;/w.'I I l doc Defects, or in the n 1 KPrnati_vn, K" obtain the commitment Ear title insurance specified above as to such exceptions or survey defects within the specified time, Developer may terminate this Agreement or may elect, upon notice to the City within ten (10) days after the expiration of the thirty ( 30) day period, to take title as it then is . If Developer does not so elect, this Agreement shall be deemed cancelled and null and void with no further liability of either party hereunder. 9 . Prorations . General taxes shall be adjusted ratably as of the time of closing. If the amount of current general taxes is not then as ascertainable, the adjustment thereof shall be made on the basis of the amount of the most recent ascertainable taxes . The City shall pay the amount of any stamp tax imposed by state or county law or local ordinance on the transfer of title, if any, and furnish a completed real estate transfer declaration signed by the City or the City' s agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois and shall furnish any declaration signed by the City or the City' s agent or meet other requirements as established by any county or local ordinance with regard to a transfer or transaction tax. 10 . Redevelopment for Mixed Residential and Commercial Project: Public Parking and Conveyance to City: Contingency for Planned Development Approval . A. Lt i s agreed and undorst o od th�aC the city Sites shall be conveyed by the City to the Developer for the sole purpose (A)u MWN WO.SOUi PU iscr\Lnc;iKdW ;.\NmlMmv WWI l ilcs\l'u ow H ;A A11 L2 It;¢„sl I I d0k: o f hr.vc l oiler rodk�vr: l ()p I riq t b ject Pr_(--)perty and cons f,ructing thereon : ( i ) the mixed residential and commercial project (the "Mixed Residential and Crimmercial Project") conceptually described in the Developer' s proposal prepared by Legat Architects entitled "Tower Square on the River" with last revision date of May 19, 2004 (the "Developer' s Conceptual Plans") , a copy of which is attached hereto as Exhibit C, and in conformance with such Governmental Authorizations as may hereafter be approved by the City in its processing of the Developer ' s Development Application (as hereafter defined) ; it being understood, however, that the said Governmental Authorizations shall be controlling; (ii) one hundred sixteen (116) public parking spaces (the "Public Parking Spaces") ; and (iii) the Project Public Improvements (more particularly described in Section 12A below) . The Developer further covenants and agrees : (A) To convey to the City fee simple title to the Public Parking Spaces (either as a 3-dimensional parcel, or as a condominium unit exempt from the assessments of the condominium development) and the other Project Public Irnprovoiiit�nts upon ( i) receipt of hubli_c Improvement:, Price froill the City 'and ( i i ) t-ho co[T1p 1 k1l i ,�Il Ot ( lit, Project Public CADocan,rnh and.tirlung"\I l,rr\ ocal Scllings\I r111pol n Inlrrnct l ilesWolllcnl 11 i\_'I I'AJI Ps -clorl-nl H- 13 Ha/oslII Joc Cmpr , ✓(.marl sand icceptar)c iereof. by the City; and (B) To grant to the City such easements as may be reasonably required to insure that the City and members of the general public have, at all times, access to the Public Parking Spaces . The City shall be obligated to at all times maintain, repair and replace the Public Parking Spaces at the City' s sole cost and expense . The terms and provisions of this Section 10A(ii) shall be incorporated within an agreement to be negotiated and agreed to by the City and the Developer during the Feasibility Period, and failing to do so, either party may terminate this Agreement . B. Not later than 30 days following the expiration of the Feasibility Period (unless this Agreement is sooner terminated) the Developer shall file with the City an application (the "Development Application") for the approval by the City of (i) planned development zoning and (ii) such other variances, approvals and the like (collectively the "Governmental Authorizations") as may be required or otherwise sought so as to authorize and facilitate the improvement of the Subject Property with the Mixed Residential and Commercial Project ind the Public Parkinq The City agrees to promptly, Ind without undue delay, -tdmLri i :;f. r,lt i veLy process, the Deve toprnent ii-id Lo art iii good t,l ith and fair CA1)oru Ile IIIS a td Set intµs\tJwl\I ocaI Set tullg.\fcrnporaIq lutcrncl I�ilcs\('oolenl II �\_'I I',\II I',,\ncvcloIntcnl \greenicni-I)evcloper-v 14- 14 Itaco"I I I doc deal i.ng i_n connect i )rl w i_t,h t_h(, con side ratir-)n of same . ALL costs and expenses relating to thr, Development Application shall be the responsibility of and shall be paid for by the Developer . The Development Application to be submitted by the Developer to the City shall include all materials and documents customarily required by the City for such development applications and zoning petitions and shall also include architectural elevations of the buildings to be constructed on the Subject Property showing and describing the architectural styling and materials of such buildings, the floor plans for each of the condominium units, townhomes and commercial areas, a description of standard finishes and amenities along with available upgrades for each of the condominium units and townhomes, the anticipated sale price list for the condominium units and townhomes, preliminary engineering plans, landscape plans, lighting plans, estimated development schedules for the project and such other and further materials and documentation as may be reasonably required by the City. This Agreement and all of the parties' obligations hereunder are expressly subject to and contingent upon the City Council of the City adopting an ordinance or ordinances which provide for the approval of the Governmental Authorizations which authorize the improvement of the Subject Property with the Mixed Residential and Commercial Project and the Public Parking ' Spaces . In the event the C Lty Counc L L doo, tint in L is sole and exclusive discrer- Lon adopt in or-(En,ince Or ordinrinc( s to provide for su(.h (-,ovi,, r,nm(,nt.al AuthoL- i_z,lt i (�rns ,Iuthol- i : i_ng the Mixed ( AI)UCUIIICIIIs a td Set Iitlgs\I lwi\I ocnl Set IIIIlo\I'cnt port I� It I ctim I�ilcs\('unlcnt Il:i\_'1 I'A.II PS\I)cvcl(III ncnl AgiccntcIII-Ilevclopet-vl•4- B;I/oNJ I I Chic i(Jeri ti_a L and rornm,, rl, i_ri L Pro j(:r:t and Public Par. k i my r,pa(,r,; ( rLlct1011 Corrlrrl(;nc:('rrl(--nl_ 1)r.adLine" ) , subject, however, to reasonable extension by r_, r of Force Majeure (as hereafter defined) . Developer shall be deemed to have commenced construction of the Mixed Residential and Commercial Project on the Subject Property upon the commencement of the demolition of the building on the Private Development Site . The failure by the Developer to commence construction on or before the Construction Commencement Deadline shall be a default by the Developer under the Subordinated Mortgage (unless the delay is by any wrongful act or omission on the part of the City, or by reasons of Force Majeure) . E. Upon Developer commencing construction of the Mixed Residential and Commercial Project on Phase I of the Subject Property, the Developer shall continue with the construction of the Mixed Residential and Commercial Project for Phase I in as expeditious a manner as is reasonably practicable . Upon (i) substantial completion of Phase I (or at such earlier time as the Developer may elect) and (ii) the Developer achieving 50% of pre- sales of the intended condominium units within Phase II (or such lesser percentage as Developer and its construction lender may find acceptable in their sole discretion) , the Developer shall promptly commence and thereafter diligently complete Phase II of the Mixed Residential and Commercial Project, subject to the provisions of Section lOF below. F. The Developer sh,iil complete 11h,1se of the Mired Res, Ldk-rnl=ial. (1nd C:omrrlerci,ll L't-ol pct on I_h(� Pr_opetty as set forth can I:hk, 11h,isinkI f L,ln II- t-,Whod lior.(�tl> l:; 1-;xh i b i L D (with the ('.0 lucamcnls a uI Set ial;s\I her\I.0-1 Set Lin!s\I cm PtWMA lnlcmrt F ilcs\('mIcnl 11:5\21 A.II I',\I)cvL:k)i)new:\I;rcc mew-I lcccloper-ii w- 17 Itatusl I I doc f�r_o res c vr• (],I s Er)r the comp1.e on of_ 11 h�as(7, I and Phase I on said Phrasirig Plan being hereinafter referred to as the "Phase I Completion Date", and the "Phase II Completion Date", respectively) ; provided, however, that each such Completion Date shall be extended by one day for each day of which construction is delayed or stopped due to accident, strikes, shortage of materials, extreme weather, acts of God, undue delay by the City in issuing any required permits for which application has been properly made by the Developer, or other causes not within Developer' s reasonable control (such occurrences being hereinafter referred to as "Force Majeure") . In the event Developer requires any further extension of any of the Completion Dates for the 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 redevelopment of the Subject Property shall be at the sole discretion of the City Council of the City. G. The Mixed Residential and Commercial Project on the Subject Property shall be deemed completed when the Developer: (i) has completed its construction of all buildings and site improvements for the Mixed Residential and Commercial Project; ( ii) has made available for urchase a 1 L of the res idontial units ( it be Lrng undeestood that certain i ntOr i0t� bl.t L Ld-011ts w i r.11 h (1,Wh 01 sa i(I r0si(_J ential 'Al)ocumcnls aml ticilinl.0 kc[Tocal.\cllm"s\I empolan Inlcrncl l ilc,"Wonlcul W5\'I I A.II I's\l)cvclopmcnl 1hrccmcm-1)cvcloper-0d- 18 IkvosI I I Bloc un i ts, A.;, by way of example on iy, carpeting, cabin(-,ts and appliances , will not be completed until the purchaser of each such unit makes individual selections upon the sale of each of same; (iii) has made available for lease or purchase all of the retail space within the Mixed Residential and Commercial Project (it being understood that the demising walls of same, and certain interior build- outs within said retail space, will not be completed until the tenant or the Purchaser of same makes individual selections upon the sale or lease of such space) ; and (iv) has completed the construction of the Project Public Improvements and the Private Parking Spaces within the Mixed Residential and Commercial Project . The City shall not withhold a final occupancy permit for any building within the Mixed Residential and Commercial Project that otherwise complies with all City codes, ordinances and other requirements of law as to such building. 11 . Declaration of Easements, Restrictions, Covenants and Bi- laws . It is anticipated that, as part of the Development Application, tho Dev< Loper shall submit Lo the City for its review and �:Ippr.ov,iI (arid CO r- inCorpor,lt ion LiltO t io Governmental UAI)ocun lei I's autI Rcllaits\Iltier\I'ocaI SoIIIIgs\I'cnywruy IIIIenlet Piles\('orolcaIII �\21 f VI I",\1)cvclulit tic nl Ag[ecmcal-I)c%cluper-vl-1- i � I lacusl I I tloc /\uth()ri_;.,at ions) , a pr )F)Os(�d Declarati_ori of Cor)domirni.um ( the "Declaration") for a condominium association or for condominium ownership, which Declaration shall, inter alia, provide for easements, restrictions, covenants and by-laws for the Mixed Residential and Commercial Project of the Subject Property. The Developer agrees that it shall cause the Declaration to comply with all applicable provisions of law including the Illinois Condominium Property Act . The Developer shall record such Declaration on or before the completion of the project, simultaneously with the recording of a plat creating the condominium units, and prior to the closing of the sale of any of the residential or commercial units on the Subject Property. The Declaration may be modified or amended by the Developer or Developer' s successors in interest, but the Declaration shall provide that as to amendments or revisions effecting the types of buildings, building elevations, building design, building materials, the number of residential units or the use of the Subject Property, such amendments or revisions shall require the prior approval of the City Council of the City of Elgin. 12 . Public Improvements Purchase Price : Cash Development Assistance: Fee Waiver: Collateral to the City. A. The City hereby agrees to purchase (i) the Public Parking Spaces to be constructed by the Pevelope.r and ( ii) the landscaping and other public. infrastructurV 1mprovements to be constructed by thc_ Developer in the Ci.ty ' :; ri ( -oE-way or other CA)ucu tell ls n Ill Set IiIIgs\IISCIA.uc;d Set lml;,\Yet IIpuruN InlCI[let VIICSV onurnIII i\21 I A.II I`�\I)cccluhincul Aglecn lei l-I)C%clolm.-v id- '�0 C ty-owned property ad r:r, Mixed Residential sand commercial Development (collecti.v(, Ly th,. "Project Public. Improvements") for $2, 600, 000 (hereinafter called the "Public Improvements Purchase Price") . B. In addition to the City conveying the City Sites to the Developer without a monetary purchase price, as a development incentive to the Developer, and in consideration of Developer completing the redevelopment of the Subject Property with the Mixed Residential and Commercial Project on or before the Completion Date as set forth in this Agreement, the City agrees to provide to the Developer financial assistance ("Cash Development Assistance") of Six Million Three Hundred Thousand Dollars ($6, 300, 000) . C. The $8, 900, 000 total of the Public Improvements Purchase Price and the Cash Development Assistance (hereinafter called the "Total City Funds") shall be payable by the City to the Developer in installments as set forth in the Payment Schedule for Total City Funds attached hereto as Exhibit E (the "Payment Schedule") . Each disbursement of the Total City Funds by the City to the Developer shall hereinafter be called a "Development Disbursement" . No interest shall accrue on the Public Improvements Purchase Price, the Cash Development Assistance, and / or the Total City Funds . D. As further development assistance to the Developer, the CLty agt-ees to w.iive the payment of- ) LI irnp,lct [('C'S provided for in 'Title t'/ oL the GlgLn NlunicipaL Codl� (wil.h stich waiver being heCe, L11,Att(-r' cfILI.od the W.1LV('- r-") . l'Al)ucwnr Its aIII Set IIIIgs\I IseIAI.Uc;II ScII III gs\rcnywnlry IlllcincI 11cs\(lal lei .11 15\_'I I'A.II'PY1)cvchlpnicnI Ap'ccI,lei l-I 21 14;IVUsl I l.doc G. Th(: C),arl, i (. , Iandr,rsrind and arjree that the obligation of the City to disbur:;r, thc, Total City Funds to the Developer as set forth in this Section 12 is expressly contingent upon Developer' s development; of (i) the Mixed Residential and Commercial Project, and (ii) the Project Public Improvements on or adjacent to the Subject Property as provided in this Agreement . In the event the Developer (i) breaches its obligations hereunder and (ii) fails to cure such breach within 30 days following written notice thereof by the City to the Developer (or, if such cure is not reasonably achievable with such 30-day period, then within such longer period as might be reasonably be required to cure such breach using diligence and good faith) then the City may suspend any further disbursement of the Total City Funds pending the enforcement by the City of its remedies as provided herein and in the Subordinated Mortgage (as defined and described in Section 12I below) . It is further expressly agreed and understood by the parties hereto that the City' s sole and only monetary and/or financial assistance or contribution for the Mixed Residential and Commercial Project on the Subject Property shall be (i) the conveyance of title of the City Sites to the Developer as provided in this Agreement, (ii) the Total City Funds as described in this Section 12, and (iii) the Fee Waiver, and that the City shall have no other responsibility for any other costs or expenses relating to the Mixed Residential and CorT1meCClai on the Subject Property. 1.'. Th(, Loprnl2111. (n(.0 :01,11 1 be paid by CA)ocu lei ls a III.Scllwl;s\I INC r\I Ise IIIm.\ICinlwraIN IIIIclIlet I ilcs\('onlruIII >\21 I'n.11 I",\I)cvcIolauciiI Agicci it:Ill-I ld- Baiosl I I doc the C i_ ty to the Dc�v(, i Opr-, r i n thr, form of re i mbursc'ment;; to the Developer for Redev(� lopment Project Costs (as hereinafter defined) incurred by the Developer in connection with the redevelopment of the Subject Property for the Mixed Residential and Commercial Project . Redevelopment Project Costs shall be defined as provided in 65 ILCS 5/1174 . 4-3 (q) , which are incurred by Developer in connection with the redevelopment of the Subject Property for the Mixed Residential and Commercial Project and which are eligible under law for reimbursement from the City of Elgin Central Area Tax Increment Financing Redevelopment Project Area Special Tax Allocation Fund ( such costs as defined in 65 ILLS 5/11-74 . 4-3 (q) , which are incurred by Developer in connection with the subject redevelopment of the Subject Property for the Mixed Residential and Commercial Project and which are eligible under law for reimbursement from the City of Elgin Central Area Tax Increment Financing Redevelopment Project Area Special Tax Allocation Fund are hereinafter referred to as "Redevelopment Project Costs") . The parties stipulate and agree that those categories of expenses anticipated to be incurred by the Developer and listed on Exhibit I attached hereto shall (in addition to any other costs which meet the statutory definition of "Redevelopment Project Costs" ) be treated as eligible Redevelopment Project Costs . G . Ln the event ROdeveLopmcWnt_ Pru ject Costs incurred by the Developer exceed $6, 300, 000 Lt L:i igreed and understood that the City ' :; DevoLopmonf: nssi_:�sl �in�.r, to the Developer CA)UcIII Ile III's l rl.selIIIIgs\l iscr\i ma .SCIIiIIgN\1'cnilmru� Inlrrlei I ilcs\('unlrnl Il i\?I I',1.11 1'%\I)cvciuhmrnl Agiccnicul-I)c%rluper-v i-1- ISanIsl I I doe sha L I_ none-the- I_es-s V)- I i_m i_t,r,(a to the tot a 1. irriounL of F), X00, 000 and in no event shall Lhe City pay or reimburse the Developer any amount over the gash Development Assistance of $6, 300, 000 and the Public Improvements Purchase Price of $2 , 600 , 000 . 00; H . Notwithstanding anything to the contrary in this Agreement, as a condition of right to receive payment from the City of the Cash Development Assistance, the Developer shall be required to document to the City ' s reasonable satisfaction that it has incurred (or will incur in the course of the completion of the Mixed Residential and Commercial Project) Redevelopment Project Costs in connection with the redevelopment of the Subject Property for the Mixed Residential and Commercial Project in an aggregate amount equal to or greater than the Cash Development Assistance . Bids, proposals or contracts for work or service that qualify as "Redevelopment Project Costs" and which are (i) procured by the Developer in connection with future work to be done in connection with the completion of the Mixed Residential and Commercial Project and (ii) certified by the Developer to the City as being true and correct, shall constitute sufficient evidence of the existence of such Redevelopment Project Costs absent proof of bad faith or fraud . To the extent that the Redevelopment Project Costs documented by the Developer as of the completion of the Mixed Residential and Commercial Project are less thin the aggregate sum of $6, 300 , 000 (with the amount by which such documented Redevelopment Costs fall short of $6, 300, 000 ho L nq he re Lnaf re r I I ht, "t:(�dovalopment CA)ocuIIIC1IIs aIId ScIIIIIg,]\I)SCI\IA caI SoIIIIgs\I'cny of:II 'III(CItICI film\ColI(cnIII i\21 I'A.II PS\I)cvcLipntrnl Agicctnew-I)—loper-vld- ?4 Ha/osl I I.Joc P.rojecL Costs ShOrtf_rj I I " ) , I,hr,n the Cash D(-velopment Assistance shall similarly bc, redur:r•d by an amount equa l_ to the Redevelopment Project Costs Shortfall . I . To secure the full performance by the Developer of its obligations hereunder, the Developer shall execute and deliver to the City at the Closing a mortgage against the Subject Property which shall be ( i ) junior and subordinate to the construction loan ( s ) procured by the Developer against the Subject Property (or any portion thereof) and ( ii ) shall be released (A) as condominium units are sold to third-party purchasers and (B) upon substantial completion of the Mixed Residential and Commercial Project . The said mortgage (the "Subordinated Mortgage") shall be in the form set forth on Exhibit F attached hereto . 13 . Redevelopment to Remain on Subject Property. The Developer agrees that except as otherwise agreed to by the City the Mixed Residential and Commercial Project on the Subject Property shall be maintained and remain on the Subject Property for a period of not less than twenty-five (25) years following the date of this Agreement . 14 . Assessment of Subject Property. The City and the Developer agree that the Mixed Residential and Commercial Project of the Subject Property should be assessed for general real estate taxes in the manner provided by I 1 1 i_nois C,<�mp i I cad StaLuLes as they may be amended from t: ime to time . `['his prov i_s i_on shall not be l':\I)uaunrnls nail Jcllinl;n\l krr\I.�ic;il.\rlUn�.\I'�mhurar\ Inlrrnrl l ilrs\l'��nlcul 11 �\'I I'�\.I I I'ti\I)rvclnpnicnl:\�;rrcnirnl-I)rvrl�q�rr-v l.l_ ��� Itni��s1 I I�I�r deemed to prF.,vent, t_h(, or its successors or permitted assigns from app,�.al. i.ng or challenging assessments against the Mixed Residential and r;ommercial Project on the Subject Property which Developer or its successors or permitted assigns consider to be contrary to law. The Developer agrees that, for a period of twenty-five (25) years following the date of this Agreement, neither the Developer nor any person affiliated with the Developer, or any successor or permitted assign of the Developer, shall do any of the following: A. Seek to reduce the total equalized assessed valuation of the Mixed Residential and Commercial Project on the Subject Property below the total amount of Eleven Million Two Hundred Thousand Dollars ($11, 200, 000) ; or B. Request a full or partial exemption for general real estate taxes for any portion of the redevelopment property; or C. Request an assessment at a value not otherwise permitted by law. 15 . Compliance with Laws . Notwithstanding any other provisions of this Agreement it is expressly agreed and understood by Developer and the City that in connection with the performance of this Agreement and the redevelopment of the Subject Property with the Mixed Residential and Commercial Project, including without limitation, Developer' s construction of residential units on the Subject Property, that Developer <'ornp l y with all applic=able federal, state, city and of hor r(2(pli. rem(�rnts of law. (•ADoCumcnls caul ScIIm.0lscr\Lucal Scumits\I cnywran Inlcrncl hicsWollICnl 11:5\21 I'A.II PS\I)cvclupmcul A{rrcnicnl-Ihvrluper-vl•{- 2 6 Mims[I l iluc Deve Loper sh,i I I i I :,O , I, i t.:; (expense sF. �:ur(-, a L L p�-r.rnits and Licenses, pay all r:h<A rip �s and tees and give al 1_ notices necessary and incident to the due and lawful prosecution of the work necessary to provide for the redevelopment of the Subject Property as described in this Agreement . 16 . Survival. All representations, warranties, indemnities and covenants made by the parties under this Agreement, the terms of this Agreement and the obligations of the parties under this Agreement shall be deemed remade as of the closing and shall survive the closing, and the remedies for breach thereof shall survive the closing and shall not be merged into the closing documents . 17 . Default. The City and Developer agree that, in the event of a default by the other party, the other party shall, prior to taking any such actions as may be available to it, provide written notice to the defaulting party stating that they are giving the defaulting party thirty (30) days within which to cure such default . If the default shall not be cured within the thirty (30) days period aforesaid, then the party giving such notice shall be permitted to avail itself of remedies to which it may be entitled under this Agreement . Notwithstanding the foregoing, if the nature of the default is such that it cannot reasonably be completely cured within thirty (30) days, then so long 3,s rhe party in default commences such cure within said 30 days and diligently pursues the c:ompLetion of suclh cl.ir<� in goc�.1 f:.Ii ( ti, then such the ('ADoCwucnh and.ticllin;,\l INCH maI tirlUnRs\frnipolan Inlrrnrl l 1csWonlrnl 11 i\'l I A.II I'�\I kvcluhmrul Agiccmcnl-I)cw1o1)er-v 1 l- ?'7 Ha/osl 1 I duc ` party note in default_ :;hall not seek to enforce any r_em(--die against said party i_n defau Lt- . 18 . Remedies . [ t either party fails or refuses to carry out any of the material covenants or obligations hereunder, the other party shall 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 Total City Funds the City has agreed to pay pursuant to the preceding Section 12 hereof, no action shall be commenced by the Developer against the City for monetary damages . 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 . 19 . Time. Time is of the essence of this Agreement . 20 . Notices . All notices shall be required to be in writing and shall be served on the parties at the addresses following their signatures . The mailing of a notice by registered or certified mail, return receipt requested, or personal delivery by courier service shall be sufficient service . 21 . Interpretation. This Agreement shall be construed, and the rights and obligations of the City and the Developer hereunder shall be determined in accordance with the laws of the State of Illinoiis without reference to its confli�-t of laws rl.jif�s . CAI)ucu lei ls;Ind.ScIIiIIgs\( INC IIiIlgs\frulpuralry lulrrlet l iICS\0III lei II 1:.i\21 IA II 1'',\I)cvclu III Ile nl Avrecincnl-I k`rluprr-v l•{- ;)ti Batnst l t.doc 22 . Relationship of the Parties . Th i s Ag rr,c,rnc n t sha 1 L not: be deemed or construed to an employment, joint venture, partnership or other agency relationship between the parties hereto. 23 . Failure to Enforce Provisions. 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. 24 . Amendments . This Agreement may be modified or amended only in writing signed by both parties hereto, or their permitted successors or assigns as the case may be . 25 . Entire Agreement. This Agreement contains 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. 26. 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 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. 27 . Assignment. This Agreement shall be binding on the parties hereto and their respective succ,,-I-5ors and permitted assigns . `Phis Agreement and the obL igat Lens hl,r.e Ln may not be assigned wLthl�llt the express wt' Ltten conseril ol- h�lch of the parties l',\I)ucumrnls anil.tirllm .\l iw[Tocal SCIIi„Rs\fr„ipurin lu1CHICI l Iles\(lmlr,U 11:5\21 I'A.II I'S\I)cvclul„nrnl:\I;rccnirn(-I)evcloper-v 1.1- 99 Itaius�I�.�lur `• hereto, which r.or rn,iy h,_- w thheld at the sole discretion of either of the part hc,reto . 28 . No Conflicting Interests . Developer hereby represents and warrants that the Developer, nor any associated person or organization, presently owns or has any beneficial interest in the Subject Property being conveyed to Developer or entitled to receive any income from the Subject Property. In compliance with 50 ILCS 105/3 . 1, Developer shall provide the City with a written statement subscribed by an owner, authorized trustee, corporate official, or managing agent, under oath, disclosing the identity of every person having an interest, real or personal, in the development group and every shareholder entitled to receive more than seven and one/half (71,2%) percent of the total distributable income of any corporation which will have an interest, real or personal, in such property upon the acquisition of any interest by the Developer in the Subject Property. 29 . Indemnification. To the fullest extent permitted by law, Developer agrees 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 workmens' compensation claims, in any way resulting from or arising out of or alleged to be resulting from or arising' out of negligent act i.orls or Omi.s:_i ions of the Deve leper in connect ion herewith, i.nl, Lv{d i n(7 no(j 1 i or omissions C\Documcnls unil sclIings\IIscr\I.oc;II.lciIIngs\FelIlporalN Inlcmcl PilcsWolllcul I1 �\?I 1 \.II I',\Ih•vclupmcol AE,rccmcnl-Ihvcluper-vl•{- 30 I{anosl I I duc 0 errrployees, ,ag( rnt:; Or silk)( c,riI-rectors o(_ l. Develop (�r �jr_i_s.-rig out of the performance ot: 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 the terms or provisions of this Agreement by the Developer, including any violation and/or breach by employees, agents or subcontractors of the Developer. 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 and/or expiration of this Agreement . 30 . As Is : Covenant Not To Sue. A. The City agrees and shall deliver to the Developer at Closing possession of the City Sites including but not limited to all improvements thereon and appurtenances thereto in the same condition as it is at the date of this contract, ordinary wear and tear excepted. The City at its cost shall prior to closing remove from the City Sites hereof all debris . B. The parties hereto further understand and agree that the City shall have no responsibility for any response or corrective actions or remediation of any environmental condition (as hereinafter defined) at, on, under or about the City Sites and that the Developer hereby waives and releases any claim for contribution against, atd covenants not to srlo tl1i� �, i I.y, or The City' s CA)ucunuIIIS and ticlUn!0 sci\1 ocaI Set Iin9s\rcmlwrary lulrrurl l ile"V ollICII III 5\2I I AJI PS\1)evchymcm Agieciiicnl-nr%ckq)cr-vI l- 3 1 li uahl I l doc officials, o ( f� r agents, attorneys, personal representatives, su :r,<>s;;r,is or_ assigns, whether asserted directly or indirectly, or whether in the nature of an action for contribution, third party proceeding or other action or proceeding whatsoever, for all damages including, without limitation, punitive damages, liabilities, costs, losses, diminutions in value, fines, penalties, demands, claims, cost recovery actions, lawsuits, administrative proceedings, orders, response action costs, compliance cost, investigation expenses, consultants fees, attorneys fees, paralegal fees and litigation expenses (collectively "Claims") arising out of or in connection with any Environmental Condition (as hereinafter defined) on the City Sites or its migration to any other site or location or arising out of or in connection with any Environmental Law (as hereinafter defined) . C. The Developer hereby acknowledges and agrees that it is purchasing the City Sites in their "as is" and "where is" condition and that, as of the closing, the Developer will be purchasing the City Sites with no direct recourse or direct rights of action against the City or the City' s officials, officers, employees, agents, attorneys, personal representatives, successors or assigns. D. The Developer for itself and its successors, assigns and grantees, hereby covenants and agrees that in consideration of this contract, neither the Developer nor its successors or assigns shall direcr .Iy or LndLrectly sue The City or Th(. Ci.t.y' s officials, Of t iCOrS, ( IMp Loyees, Agents, attorneys, pc L:suri_l i. representatives, SuCCOSSOCS oL, 1S.,-; qns for any claLrmi wLth I.O, or arising CAI)oCIIIIIellIs and SelI1nQ's\I ISCr\I ocaI.SCIIIn Cs\fcniporaIN Inlcrncl I�ilcsk'onlcnl.Ilf>\_'I.FAJI I AgrccincW-I)cveloper-v ld- 32 liaiusl I I doc out of ,any En v_i_ ronrn(.rjl.•, I r;r)nrai_ti_r)n (as herr. i_naft.er (A(:finr,rJ) or any other condition of, or si.turat_ion existing with respect to the City Sites or any Environmental Law (as hereinafter defined) . The covenant and agreement of the Developer as set forth in the preceding sentence shall hereinafter be called the "Covenant Not to Sue" . The parties hereto understand and agree that The Developer' s Covenant Not to Sue The City as stated herein does not apply to any action taken by the Developer to enforce any contractual obligations of the City as may be specifically set forth in this contract and does not constitute an indemnity agreement between the parties and that The City retains any liability it may have for claims brought by third parties including but not limited to any governmental agencies, provided, however, that the Developer agrees not to assign any claims against The City or the City' s officials, officers, employees, agents, attorneys, personal representatives, successors and assigns to any third parties . E. "Environmental Condition" shall mean any condition or situations existing on, under, at or about the City Sites, the groundwater, subsurface water, and/or the underground soil and geologic conditions thereunder, as of the date of the execution of this contract which (i) constitutes a violation of any State of Illinois or federal environmental law, regulation or ordinance and/or (ii) which does or might form the basis of any public or private claim or cause of action for the c1e,inup or remedi3tion as a result of the release, threatenod relc�,lsc, migration or the existence of Illy � ont,unin�lnts, poilttl uil :,, pol- roloum ,ind petroleum CA)ucumcnlsand Scllings\(1,cr\I ucal.soon.o\I C111 p(r;u) Inlrrnrl l 1cs\l oWvnl 11 iQI I A.11 I"s\1)cvclopinew Agreenteol-I)eNcluper-v ld- 3 3 MI/o.sl I I.luc byproducts, crud(, o i l ()r .jny f r_,Ar.t ion thereof=, (,hemir<a l_s, w�.,stes or substance (in(,ludiny, without, limi t--ation, regulated substances and hazardous wastes and hazardous substances as such terms are commonly used and understood within the framework of existing federal and Illinois environmental laws and regulations) and/or (iii) are a release or a threat of release of hazardous substances or hazardous waste, and/or (iv) are described or included in any report provided by the City to the Developer or in any report generated by the Developer' s Environmental Investigations of the City Sites . F. "City Sites" shall mean the property described in this contract, any and all improvements thereon, and the soils, subsoils, geologic formations and groundwater on and under such property. G. "Environmental Law" shall mean any federal or state law, statute, regulation, rule, order, decree, judgment or direction concerning environmental protection or health and safety including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource, Conservation and Recovery Act, as amended, the Toxic Substances Control Act, as amended, and the Illinois Environmental Protection Act, as amended. H. "The City" shall mean the party designated herein and such party ' s heirs, personal represent,it r vos, sti(-(—essors, assigns and grarntees, and it such party is an enr ity, then additionally Su(' � Ic� -OL'S, ornployoos, igent.s, p,1C'1_n 'Cti, shareholders, CAI)orumrnls and ticlluifs\User\I.ocal•SCIIIIIp\1 cnlpoml) In(cmcl I ilcs\('unlcnl.11'5\21'1 A.11 P1,\I)cvclupinew Al;rccnicul-I)c%cloper-v ld- 34 1Ialost I I doc (I rectors, rn(,Mber_s .jnd/()r rn,an.a(j(:r-s . I . The provisions oL this Paragraph 30 shall be deemed remade as of the Closing and shall survive the Closing and shall not be merged into th(, closing documents . [signature page follows] l'Al)ocumcnls and SOIings\I lsci\I ucal\c1Un:;s\I ollp lillN Inlcrncl Pilcs\('unlcul 11 �\11,1',\.II I'S\I)c)clulnnmil A);rccincnl-I)c%clol-- 14- 35 M1141,I I Floc IN WITNESS WIII:Pll�,OI,', th(, r),arLi_es heretrj havf, enter:ed :into and executed this Agreerrnr,nl, on thr-, date and year first written above. CITY OF ELGIN, a municipal RSC-Elgin, LLC, corporation an Illinois limited liability company By BY 6L,�ia Agle- Mayor Richard S . Curto, its Manager Attest : -SV6�� �� Cit y Clerk City of Elgin RSC-Elgin, LLC c/o City Manager c/o Richard S . Curto 77 West Wacker Drive, Suite 700 150 Dexter Court Chicago, Illinois 60601 Elgin, IL 60120-5555 With a Copy of Any Notice to: With a Copy of any Notice to : William A. Cogley Peter C . Bazos, Esq. Corporation Counsel Schnell, Bazos, Freeman, Kramer, City of Elgin Schuster & Vanek 150 Dexter Court 1250 Larkin Avenue, Suite 100 Elgin, IL 60120-5555 Elgin, IL 60123 F:\Legal Dept\Agreement\Development AGR-RSC-Final.doc (',\I)ncumCnls and.scllinl;s\l isrN oval Srllm ,\I r11111olan Inlrrnrl l ilcv\(lmlrnl 11:.i\21 1 \.II 1"�\I lcoC1op111rnl Agrccnicnl-I)eveloper-v l-l- j E) ISaiu,l I I doc EXHIBIT A LEGAL DESCRIPTION OF NBD SITE C\I)ocu lei h aIitI Set m::.\I tscr\I.ocaI Scllins:N\frnipuriIN'ln lei Ilet I ilcs\('tmIcoI I F 5\21.1',x.II I S\I)cvclul) tell l nhrccmcnl-Delve oper-vl.l- MI/osl I I doe EXHIBIT A-1 LEGAL DESCRIPTION OF OSCO SITE (' )oolmrnl"nnd.SclliligsAIwl\I oral Srllings\l'rnipuraIN Inlrrnrl V ilesW ilenl 11:5\21 1'MI INA)rvcl)III ncnl Ap'levincII Ikorloper-al-1- 383 CHICAGO TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE POOP ORI(MNA_ Recorder Not i;w��u;i�s1b12 SCHEDULE A (CONTLNTUED) For Reproductions ORDER NO. : 1410 000451198 KA FPARCEL AND REFERRED TO IN THIS COMMITMENT IS DESCRIBED AS FOLLOWS: ONE:1, 2, 3, 4, 5 AND 6 AND PART OF LOT 10 OF B. W. RAYMOND' S SUBDIVISION O 1, 3, 4 AND 5 OF BLOCK 21 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE OF RIVrR; LOTS 1, 2 AND PART OF LOT 3 OF MCOSKER' S SUBDIVISION OF LOTS 7, 8, 9 , ND 10 1/2 OF B. W. RAYMOND' S SUBDIVISION OF LOT 1 IN BLOCK 21 OF THE CRIGINAL .a 'YING BETWEEN LOT 9,,,. AND FOX RIVER; ALSO TOWN OF ELGIN, AND THAT PORTION OF LAND - "'w.. -- PART OF THE `>-aCATED ALLEY LYING ON BLOCK 21HOFLTHEO O ORIGINAL TOWN OF ELGIN, ON THE SUBDIVISION; ALSO PART OF EAST SIDE OF FOX RIVER; ALL OF THE FORGOING BEING DESCRIBED AS A TRACT AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE O�S THE DtjALONGRSAID2SOUTHERLY LOT 2 It; BLOCK 21 AFORESAID, 95 FEET SOUTHWESTERLY, LINE, FROM THE WESTERLY LINE EXTENDED OF LOT 4 OF B. W EXTENDED OF SAID LOT 4 A . RAYMOND' S SUBDIVISION; T:IENCE NORTHWESTERLY PARALLEL WITH SAID WESTERLY LINE DISTANCE OF 42 FEET; THENCE NORTHWESTERLY STERLY LINE OF LOT RLY TO A POINT ON THE WE 2 OF MCOSKER' S SUBDIVISION 105 FEET NORTHWESTERLY FROM THE SOUTHWESTERLY CORNER THEREOF; THENCE NORTHWESTERLY ALONG THE WESTERLY LINE OF LOT 2 OF MCOSKER'S SUBDIVISION TO THE NORTHWESTERLY CORNER THEREOF AND THE SOUTH LINE 0^ CHICAGO STREET; THENCE EAST ALONG SAID WEOSTERLYELINE WESTERLY OF GROVE AVENUE, THENCE SOUT THE SOUTHEAST CORNER OF LOT 2 IN BLOCK 21 r?ORESAID; THENCE WESTERLY ALONG HENCEEE SOUTHERLY LINE OF SID�LOE�YTOIN�ETOATHE POINT LINE OFOBEGINI�INGDEINAVENUE;CITY OF NORTHERLY ALONG SAID ELGIN, KANE COUNTY, ILLINOIS . PARCEL TWO: LOT 11 AND THAT PART OF LOT 28 LYING EASTERLY OF THE EASTERLY LINE OF RIVERSIDE ALL AVENUE AND THAT PART THE VACATED ALLEY LYING BETWEEN BLOCKL021SOF1THEDORIGINAL IN B. W. RAYMOND' S SUBDIVISION OF LOTS 1, 3 , iCANE COUNTY, TOWN OF ELGIN, ON THE EAST SIDE OF FOX RIVER, IN THE CITY OF ELGIN, ILLINOIS. PARCEL THREE: THAT PART OF LOTS 12 AND 27 IN B. W. RAYMOND � SUBDIVISION OF LOTS 1, 3, 4 AND OF FOX RI�TR, AND THE IN BLOCK 21 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE VACATED ALLEY LYING BETWEEN SAID LOTS L2 AND 27, LYING BETWEEN THE WESTERLY LINE OF SOUTH GROVE AVENUE, AND THE EASTERLY LINE OF RIVERSIDE AVENUE, IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS . PARCEL FOUR: E VACT-,TED 20 FOOT ALLEY AD�70INING LOTS 13, 14, 15, 16, 23, 24 , 25 AND 26 AND TH SAID LOTS IN B. W. RAYMOND' S SUBDIVISION OF LOTS 1, 3, 4 jD 5 IN BLOCK 21, OF N THE EAST SIDE OF FOX RIVER, IN THE CITY OF ELGIN, THE ORIGINAL TOWN OF ELGIN, O KANE COUNTY, ILLINOIS . PARCEL FIVE: ANY, FALLING WITHIN LOTS 17, 18, 21 AND 22 (EXCEPT TF_AT PART OF SAID LOTS, I RIVERS=DE AVENUE) OF B . W. RAYMOND' S SUBDIVISION OF LOTS 1, 3, 4 AND S IN BLOCK 21 OF THE ORIGINAL TOWN OF ELGIN, SECTION 14E TOWNSHIP SIDE 401FN0 FOX THRIRANGENSTEASTPOF THE r. FRACTION OF SOUTHEAST 1/4 OF ga N n t, o C , , EXHIBIT A CHICAGO TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE A. (CONTINUED) ORDER NO. : 1410 000451198 KA THIRD PRINCIPAL MERIDIAN; ALSO, ALL THAT PART OF AN ALLEY 20 FEET WIDE (NOW VACATED) IN SAID SUBDIVISION, WHICH LIES BETWEEN SAID LOTS 21 AND 22, AND SAID LOTS 17 AND 18 AND SOUTH OF THE NORTH LINE OF SAID LOTS AND NORTH OF THE SOUTH LINE OF SAID LOTS EXTENDED ACROSS SAID ALLEY, ALL IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS . PARCEL SIX: LOTS 19 AND .20 AND THE VACATED 20 FOOT ALLEY LYING BETWEEN SAID LOTS IN B. W. RAYMOND' S SUBDIVISION OF LOTS 1, 3, 4 AND 5 IN BLOCK 21 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE OF FOX RIVER, (EXCEPT THAT PART LYING WEST OF THE EASTERLY LINE OF RIVERSIDE AVENUE AS ESTABLISHED BY PLAT RECORDED SEPTEMBER 22, 1885 IN BOOK 7, PAGE 13) , IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS . EXHIBIT B LEGAL DESCRIPTION OF PRIVATE DEVELOPMENT SITE PARCEL ONE: THAT PART OF LOTS "A", "B", "C", "D", "E" AND "F" LYING EASTERLY OF THE EASTERLY LINE OF RIVERSIDE AVENUE IN HARVEY AND AMICK'S SUBDIVISION OF LOT 6 AND 7 IN BLOCK 21 OF JAMES T. GIFFORD'S PLAT OF ELGIN, ACCORDING TO THE PLAT OF SAID HARVEY AND AMICK'S SUBDIVISION RECORDED APRIL 17, 1866 IN BOOK 2 OF MAPS, PAGE 139 1/2, IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS. PARCEL TWO: THAT PART OF THE NORTHERLY 22 FEET OF LOT 8 LYING EASTERLY OF THE EASTERLY LINE OF RIVERSIDE AVENUE, IN BLOCK 21 OF THE ORIGINAL TOWN OF ELGIN, AS LAID OUT BY JAMES T. GIFFORD, IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS. W:\WORK\33809\Development Agreement-Developer-v I4-Bazos.doc 37 EXHIBIT C Developer' s Plans l'Al)ucumculs and ScIIInl;.,\I Ise(IIIIgs\I rnipurar) III(CfllcI I ilcs\l'nnlcnl.11 ?\?I:I':\.II I'S\I Icvclul)n ICI l API ccnicnl-Uccrluper-c 14ntusj I I Juc tabbies' ow, fie m x RSC & Associates LEGATARCHITECTS _kc i. _. M; may, �.� X tP�i:.r ti t LtlC i aR r ri tl e�i, nlr nrr..ncn -ae c,.r....i,..m�n�....,,..�.r.m.d�.�nn.M., �tak��:.'M':=k• 'Ii =�., \\f' �-�- ,�-1 L— E..,o,•C11ceao 51— oYi1 If- rr �r4G'�MCG _ +. -r e�F, w - yl `Ff''-'�.,Y �r,.e. w� *vw..w•eMb uwr.,.. .. r, _Des-91 Pnnooles PreseNe ataCl h,SlonCal blocks -Ala nta n the m!egnty block faces -kla nta n sm of n stork le of 2 5 slaty strvctures - -4YC,►-� _ _ � --- -- •. -New br Id ng des,gn should comptment h stork character �'-_�- -• - �.-•r•-.+ -Enmurage,defind,on of Streets by matching existing minimum setbacks - + -Enhance Ch—go Street and Highland Street as en!ry and retail conbI Add pedestnan connecliens and enhancements at rrverf cnl Enhance e.lsbng rear facades al rive Aronl Requue quality facade d—g,on r,,a,s de of new nverhont constn,cllon -Requv parking tol enhancemmv screen,bg f �} Streel-lave!uses should concaal parking structures C1A R• r, �z�z rII .- Sim 8„�W FSuYS,p Bart ertl FeraN irreM r avn 4ee,Ernvr.m Downtown District Design Principles LEGATARCHITECTS RSC&Associates Elgin Redevelopment: Chicago/Grove Site May 20.2003 M_•i, oil 11Y Y q 4 3 016ir�e 3 wp.NWLI It r Moc� + CMcago Slreat Vgnatta Grwa Street V�gnetle 8.,Id"g Section I v M ti r Ck 1 r _ _ / fir, � �o Lr} �Y •;` b _ _ iy� :� �0��IJ.: �� s - � 1' Loft and n Condominium , rt t � , Units r u-� Townhomes Typical RE,,de4al RIEn \ ` Aenal RerspeCbve LeN is 2 7 Design Proposal LEGATARCHITECTS /�/ /—� J RSC&Associates l_'Tomlems 1.-- 6f7I vcI ON /// 1�twelp � May 19.2004 ..•III �lM� �• � �� Opt It _ "� a■E �YI► C .{��+� �r p�.. t y"+n il��F�y ♦ ►�y�+m.�-.� 3 �)���-{N ,'���4'��,il n '" �i � �-• 0 •w .a l .yak Rivarfront Vignette Condo Aurn Entry ■ s ., ,,. etai i Units Plaza nd Riverside River Level Plan St,"(Lev.Plan Design Proposal LEGATARCHITECTS • \ \ / , Spa i i r MMIPI PP.ROP.diVP. r, 000 Y ' T R,,er/ront P—rnme - / - Model P—ped- i Massing Analysis Design Proposal LEGATARCHITECTS Elgin Redevelopment: Chicago/Grove Site Rsc&AnUay12.2004 EXHIBIT D PHASING PLAN Phase I Bldg Location Parking South 112 of 60 lofts Private 109 cars total development site 30 condo site and 25 public part of Osco cars site 3 duplex units 93 Units 134 cars Estimated Spring Completion: 2007 Phase II Bldg Location Parking North 1/2 of 33 lofts Balance of 158 cars total Osco site 54 condos site and all 91 public of cars 14 NBD site . townhouses 8, 000 retail 101 Units 249 cars Estimated Spring Completion: 2009 TOTAL 194 Units Private 383 cars development site, Osco site, NBD site. C\I)ucuI lei Is�IIl Set Iin�.\1 Ise I\IocaI Set IiIIgs\Irmpoml-N In(rr lei li1c"W lIIcII 11 \_'Il'1.111'1\I)cvclulmic II Agrccmcnl-I)cvcluper-vl-l- :� l EXHIBIT E PAYMENT SCHEDULE FOR TOTAL CITY FUNDS Payment Payment Payment Payment Conditions (if No. Date Amount any) (provided Payment Conditions are satisfied) 1 When $1, 600, 000 At the Closing, and Private conditional thereon Development Site is acquired (as part of the closing thereof) 2 April 1, $1, 000, 000 The building on the 2005 Private Development Site shall have been demolished 3 December 1000 of the All of the Residential 31, 2006 amount of tax Units built as part of increment Phase I shall have been generated from completed and ready for the Subject sale to and occupancy by Property and purchasers or tenants, received by the subject only to the City in2006 installation of interior (subject to the finishings and optional limitation in interior selections; and Note 1 below) 25 public parking spaces shall have been conveyed to the City. 4 December 1000 of the The foundation for the 31, 2007 amount of tax first of the 3 buildings increment to be erected as part of generated from Phase II is in place the Subject Property and received by the City in 2007 (subject to the limitation in Note 1 below) _ 5 December 100',, of the The <<�undations for all 3 31 , 2008 amount of tax of t-h(, buildings to be increment is part c)E Phase generated L rortr I C 1 r , iti p la r:e and 50'.; the Subject c�t t hf, Ros id(�n t-. i-i t Un i t5 ('\I 1u�wnrnls;ind.ticlUn�; \I l,�r\I ic;il tirll ul�s\I'rmhurnn Inlrrnrl l ilrs\l'unlrnl il!?\?I I:\.II I\\I l'Vl'It 1111 lil'lll;\I;fl'l'l lll'lll-I�C\'l•II11)tl'-V I (- (�- It;lma I�slur -- - r('(,r. i v(,d by thc, bu i Lt as part of Phase II (: i I.y 'I n sha 11 have been completed 2000 (.subject to and ready for sale to and I.h(- ] i-rnitation occupancy by purchasers in Note 1 or tenants, subject only below) to the installation of interior finishings and optional interior selections; and 91 public parking spaces shall have been conveyed to the City. 6 December 1000 of the 75% of the Residential 31, 2009 amount of tax Units built as part of increment Phase II shall have been generated from completed and ready for the Subject sale to and occupancy by Property and purchasers or tenants, received by the subject only to the City in installation of interior 2009 (subject to the limitation finishings and optional in Note 1 interior selections; below) 7 December 1000 of the 100% of the Residential 31, 2010 amount of tax Units and 1000 of the increment retail space built as generated from part of Phase II shall the Subject have been completed and Property and ready for sale to and received by the occupancy by purchasers City in or tenants, subject only 2010 (subject to to the installation of the limitation in Note 1 interior finishings and below) optional interior selections; and 100% of the public parking spaces shall have been conveyed to the City. 8 December 100° of the Substantial completion of 31, 2011 amount of tax Phase II increment generated from the Subject Property and received by the City in 2011 (subject to the limitation in - Note l below) 9 and December 31 100" of the :,u�f1 payrncnts to the thereaft of amount of tax Dovo l rjpor- sha L L continue (':\I)ocumrnls and.SOIiIIg.\(lsrr\I ocaI St.llin s\fclIIpolaIN lutrrnrl I'ilcs\('u I I C I I I I1 5\21 IAA 1'S\1)cvcItyinrW AgrcemenI-I)rvcluper-v 1.1- !1 3 Mvosl I l doc er yep r i n(:r(:rri nt- unl_ i_ 1_ the Deve Loper hras fo L Lowin(j (y>ne r,i I.ed f rom re ivc,,d a total of 2011 the Subject $6, 1)00, 000 of Cash Property and Development Assistance received by the City in such calendar year (subject to the limitation in Note 1 below) NOTES 1 . It is acknowledged and agreed that the Total City Funds to be provided and paid by the City to the Developer shall in no event exceed the total amount of $8 , 900, 000 . 00 . Such $8 , 900, 000 . 00 of Total City Funds is comprised of the $2, 600, 000 . 00 Public Improvements Purchase Price and the $6, 300, 000 . 00 Cash Development Assistance. It is acknowledged and agreed that in the event and upon the total amount paid by the City pursuant to the above installment payments reaches the total amount of $8, 900, 000 . 00 then the amount of any remaining payment installments listed in the above table shall be reduced and/or eliminated such that the Total City Funds paid by the City to the Developer does not exceed the total amount of $8, 900, 000 . 00 . 2 . The Developer and the City have reviewed the Developer' s Project budget and believe that there are at least $6, 300, 000 of costs therein which qualify as so-called "Redevelopment Project Costs" within the meaning of 65 ILLS 5/11-74 . 4-3 (hereinafter called "TIF-Eligible Costs") . 3 . Payment nos . 1 and 2, together, represent the payment of the Public Improvements Purchase Price . CA)orumrn lsaild Sell ings\[INC]\1oralSellin s\Irillpouln Inlrrnrllilrs\l'onlrnlll i\?I,f:\.II I'ti\I)cvclolnnrnl \lrrcmrnl-Ihvrluhrr-vll- /� Itaa,sl I(,lor EXHIBIT F SUBORDINATED MORTGAGE FROM DEVELOPER TO CITY (To be negotiated and agrr-,�-d to by the City and the Developer during the Feasibility Period) CA)(kumcnls,u d ticlU11140 iwi .ocal sclung's\fcuy)or l-N lu(crncl I ilcNA'onlcnl 11:5\21 I A.11 1'',\1)cvclolnncnl 45 1411[o"I I I Bloc EXHIBIT G PERMITTED EXCEPTIONS 1 . real estate taxes rn,.,t then due and payable, for the year of closing and sub;<.quent years; 2 . Matters (other than liens or encumbrances of a definite and ascertainable amount) that are ( i) reflected on the title insurance commitment or Survey delivered to Developer during the Feasibility Period and (ii) not objected to in a written notice by Developer to the City prior to the end of the Feasibility Period; 3 . The Governmental Authorizations; 4 . The Tax Increment Allocation Redevelopment Act, the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project, ; and 5 . The terms and obligations of this Development Agreement . 6. As to the Private Development Site only, the Purchase Money Mortgage . 7 . Such additional title exceptions as (i) are disclosed on the Title Commitment or Survey and (ii) not objected to be the Developer within 14 days following the date the Developer receives the last of the Title Commitment and Survey; provided, however, that (A) liens or encumbrances of a definite and ascertainable amount and (B) leases or other adverse possessory interests of claims of ownership shall never become a "permitted exception", notwithstanding the Developer ' s failure to object to same. l'A)oC u Ile nlsllnd,,SCIIIII gNA INC I\IocItiC(IIIIs\fcnynnaI IIIICli lliles\l'uulcnlIlf i\?1,IAIII'N\Ik velul ancnl :\gIccmcn(-I)cvcloper-vll- 4f) 11anosl I I doc EXHIBIT H PARKING LEASE (To be negotiated ririd jgrer�. I to by the City and the Developer during the Feasibil- ity Perio f) ('Al)ok•umcnl.e:wdScIIiul.\Itsrr\IucaIScIIiIIs\I'rny)olaI lnirr tic llilr.s\('unlrlI1.113\'1IAJ IP's\I)cvckq micnl.Agiccmcnl-I)r%rluper-NI.1- zj EXHIBIT I CATEGORIES OF PRE-APPROVED REDEVELOPMENT PROJECT COSTS (To be negotiated sand agreed to by the City and the Developer during the Feasibility Period) CAI)ocumcnls nail.Sclimp\1 wiTocal\cIlIng"\I'cmpormiy lutcinct PilesWonlcnl.11 5\'I I'A.II PSI)cvc1opn1cnt AgIccmcm-1)cvclopa-V 1.1- �ti Nl/osj I t Joc