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HomeMy Public PortalAboutResolution 1775 Prepared by and return to: Village of Plainfield 82019093150 24401 W. Lockport Street KAREN A. STUKEL Plainfield,IL 60544 WILL COUNTY RECORDER RECORDED ON Atte:Village Clerk 12/26/2019 01:55:34 PM REC FEE:41.00 IL RENTAL HSNG: PAGES:49 3MR Recording Cover Page This page added for the purposes of affixing Recording Information o Deed o Lien // Other:A Resolution Authorizing the Execution of a Redevelopment and Financing Agreement Between the Village of Plainfield and 55/30 Acquisition,LLC, an Illinois limited liability company o UCC o Plat FIRST AMERICAN TITLE frh FILE # 3�8 ly CQ Remarks:"""''._ QCs— 96/2397 RESOLUTION NO. 1775 A RESOLUTION AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AND FINANCING AGREEMENT BETWEEN THE VILLAGE OF PLAINFIELD AND 55/30 ACQUISITION LLC, AN ILLINOIS LIMITED LIABILITY COMPANY WHEREAS, the Village of Plainfield and 55/30 Acquisition, LLC ("Developer") have heretofore as of November 13, 2007, entered into a certain annexation agreement (the "Annexation Agreement"), and as of November 18, 2019, have entered into an amendment thereto (the "Amendment"); and WHEREAS, Section 2.B of the Amendment contemplates that certain provisions of the Annexation Agreement contained therein as Exhibit F shall be deleted and repealed in their entirety, and replaced for all purposes by the provisions of a Redevelopment and Financing Agreement, substantially in the form attached hereto and incorporated herein by reference as Exhibit A to this Resolution; and WHEREAS, a true and correct copy of the Redevelopment and Financing Agreement attached hereto as Exhibit A to this Resolution has been submitted to the Corporate Authorities of the Village of Plainfield by the Developer. BE IT RESOLVED BY THE PRESIDENT AND BOARD TRUSTEES OF THE VILLAGE OF PLAINFIELD, WILL AND KENDALL COUNTIES, ILLINOIS, AS FOLLOWS: Section 1: That the Corporate Authorities of the Village of Plainfield hereby authorize and direct the Village President and the Village Clerk to execute the aforesaid Redevelopment and Financing Agreement for and on behalf of the Village of Plainfield. Section 2: This Resolution shall be in full force and effect from and after its passage and approval. PASSED THIS 18TH DAY OF NOVEMBER, 2019. AYES: Calkins, Larson, Newton, Wojowski, Benton, Bonuchi NAYS: None ABSENT: None APPROVED THIS 18TH DAY OF NOVEMBER, 2019. VILkAGE PRESIDENT _ ATTES. VILLAGE CLERK REDEVELOPMENT AND FI_NANCING AGREEMENT This Redevelopment and Financing Agreement(the"Agreement") is dated as of this/Pa day of /Weir der , 2019, by and between the Village of Plainfield, an Illinois home rule municipal corporation (the"Village"), and 55/30 Acquisition,LLC, an Illinois limited liability company(hereinafter referred to as the "Developer"). WITNESSETH: WHEREAS,the Village has the authority, pursuant to the laws of the State of Illinois,to promote the health, safety and welfare of the Village and its inhabitants,to prevent the spread of blight,to encourage private development in order to enhance the local tax base,to increase employment, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes; and WHEREAS,the Village is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, as amended, 65 ILCS 5/11-74.4-1, et seq. (the"Act"),to finance redevelopment in accordance with the conditions and requirements set forth in the Act; and WHEREAS,to stimulate and induce redevelopment pursuant to the Act, the Village has previously adopted the following ordinances (collectively the "TIF Ordinances"): A. Ordinance No. 3389 adopted October 15, 2018, entitled"An Ordinance Approving the Tax Increment Financing Eligibility Study, Redevelopment Plan and Project for the Route 30 Redevelopment Project Area; B. Ordinance No, 3390 adopted October 15, 2018, entitled"An Ordinance Designating the Route 30 Redevelopment Project Area"; and C. Ordinance No. 3391 adopted October 15, 2018, entitled"An Ordinance Adopting Tax Increment Financing"; and 1 WHEREAS,the Village has entered into an Intergovernmental Agreement, dated as of 12/17/18, with underlying taxing jurisdictions for the Redevelopment Property, whereby the underlying taxing jurisdictions pledged support for the TIF Ordinances and the Village agreed to declare fifty percent(50%)of the TIF Revenue Stream (as hereinafter defined) as surplus funds to be returned to the underlying taxing jurisdictions (the"Intergovernmental Agreement"); and WHEREAS,the Developer is the owner and developer of approximately 171 acres of property generally located between the Village of Plainfield and the City of Joliet which is known as The Boulevard("Developer Property"); and WHEREAS, approximately 150 acres of the Developer Property are located in the Village of Plainfield("Developer's Plainfield Property");and WHEREAS. approximately 95 acres of the Developer's Plainfield Property, being legally described on Exhibit A attached hereto(the "Redevelopment Property or"Subject Property"), is designated for a mixed-use commercial development; and WHEREAS, all of the Redevelopment Property is located within the area hereinafter defined as the Redevelopment Project Area; and WHEREAS,the Developer proposes to finance and incur the costs of certain site preparation activities,public improvements and other"Redevelopment Project Costs"as hereinafter defined within the Redevelopment Project Area which will serve a public purpose by reducing or eliminating conditions that in part qualify the Redevelopment Project Area under the Act and which are necessary to foster private development and redevelopment within the Redevelopment Project Area. 2 WHEREAS,the Village desires to induce the Developer to incur the Redevelopment Project Costs, which the Village acknowledges that the Developer would not undertake in the absence of this Agreement. NOW, THEREFORE,the Village and Developer, in consideration of the premises and the mutual agreements herein contained and described,the sufficiency of which is hereby acknowledged, and subject to the conditions herein set forth, agree as follows: SECTION 1. RECITALS AND DEFINITIONS. A. Recitals and Exhibits. The foregoing recitals and all Exhibits referenced in this Agreement are incorporated by reference into this Agreement. B. Definitions. Each of the following terms shall have the meaning set forth below: "Agreement" shall mean this Redevelopment and Financing Agreement. "Act"shall mean the Tax Increment Allocation Redevelopment Act,as amended, 65 ILCS 5/11-74.4-1,et seq. "Approved Plans" shall mean the Proposed Improvements for The Boulevard, prepared by Manhard Consulting Ltd and last revised on 10/11/2019, as said plans may be subsequently amended subject to the review and approval of the Village Engineer. "Certificate of Expenditure"shall mean a certificate issued by the Village in accordance with this Agreement which demonstrates that the Developer has expended or incurred Redevelopment Project Costs. "Corporate Authorities" shall mean the President and Board of Trustees of the Village of Plainfield. "County" shall mean Will County, Illinois. 3 "Redevelopment Property TIF Revenue Stream" shall mean that portion of the TIF Revenue Stream which is generated from real estate taxes paid with respect to the Redevelopment Property. "Dedicated Improvements"shall mean those improvements identified and described in Exhibit B-1,to be constructed by or for the Developer and which are to be dedicated by the Developer to the Village. "Effective Date" shall mean the date set forth in Section 23. "Permitted Encumbrances"means any mortgage securing a loan; all security interests granted by the Developer in connection with any mortgage or other loan and any amendment thereto; liens in favor or any Person lending money to the Developer to finance Redevelopment Project costs or any portion thereof; liens in favor of any Person that arise in the ordinary course of business of the Developer and that do not in the aggregate materially impair the use and value of the Redevelopment Property or the conduct of the Developer's business;and any customary exceptions to title that are contained in the title insurance policy issued for the Redevelopment Property. "Person"means any individual, corporation, partnership,joint venture, association,joint-stock contractor,trust, unincorporated organization, limited liability company or government or any agency or political subdivision thereof,or any agency or entity created or existing under the compact clause of the United States Constitution. "Project"shall mean the improvements to the Redevelopment Property and associated public rights-of-way as are depicted in the Approved Plans or as may 4 be constructed consistent with the layout and nature of the improvements as depicted in the Approved Plans(i.e. intersection improvements to Renwick Road or Route 30). "Redevelopment Property Project Account"shall mean the account within the Tax Allocation Fund established pursuant to Section 6 of this Agreement. "PUD Special Use Ordinances"means Village Ordinance No. 3423, adopted August 12,2019, as from time to time amended or supplemented. "Redevelopment Plan"shall mean the "Redevelopment Plan"prepared by S.B. Friedman and Company bearing a latest revision date of September 18, 2018 as approved by the President and Board of Trustees by Ordinance No. 3389 on October 15,2018. "Redevelopment Project Area"shall have the meaning set forth in the Act and shall be the area of land located in the Village designated by the Village as a Redevelopment Project Area by Ordinance No. 3390 on October 15, 2018. "Redevelopment Project Costs" shall have the meaning set forth in the Act,and shall also refer to the cost of constructing the Project. "Request for Issuance" shall mean a written request from the Developer for the issuance of a Certificate of Expenditure substantially in the form attached hereto as Exhibit D attached hereto and made a part hereof, and shall include the supporting documents as required by this Agreement. "State" shall mean the State of Illinois. 5 "Tax Allocation Fund"shall mean the Redevelopment Project Area Special Tax Allocation Fund established pursuant to Ordinance No.3391 on October 15, 2018 pursuant to the Act. "TIF Municipal Account"means the account within the Tax Allocation Fund established pursuant to Section 6 of this Agreement. "TIF Revenue Stream"shall mean the portion of the real property taxes collected with respect to taxable real property in the Redevelopment Project Area that is required to be paid to the Village Treasurer for deposit to the Tax Allocation Fund pursuant to Section 11-74.4-8 of the Act,as such provision may be amended from time to time, and the proceeds of any other tax or other source of legally available revenue which the Village designates as"TIF Revenue Stream", including any revenues generated pursuant to the provisions of Section 15 of this Agreement, and interest or other investment income earned on monies on deposit in the Tax Allocation Fund. The term TIF Revenue Stream shall not include any portion of the real property taxes collected with respect to taxable real property in the Redevelopment Project Area which has heretofore been committed to be paid to or shared with other taxing districts within the Redevelopment Project pursuant to the Redevelopment Plan or the Intergovernmental Agreement. "Village" shall mean the Village of Plainfield, an Illinois home rule municipal corporation, Will County, Illinois. "Village Establishment Costs" shall mean all costs and expenses of whatever nature incurred by the Village to establish and implement the Redevelopment Plan for the Redevelopment Project Area which are eligible as Redevelopment Project Costs pursuant to the Act. 6 "Unaffiliated Third Party"shall mean an entity that is not owned or controlled by any party or entity holding an interest in the Developer as defined above including their related entities. Without otherwise limiting the generality of the foregoing,the following shall not be an unaffiliated Third Party: 1) an entity in which Edward McGowan or 55/30 Acquisition LLC is an owner, 2) any entity controlled by Edward McGowan or 55/30 Acquisition LLC,or 3)any fund or other investment vehicle controlled or managed by any of the foregoing or any portfolio company of the foregoing. Whenever the context may require, any pronoun shall include the corresponding masculine,feminine and neuter forms. The words" include", "includes"and"including" shall be deemed to be followed by the phrase "without limitation". SECTION 2. REDEVELOPMENT PROJECT AREA. The Village and the Developer undertake to implement those portions of the Redevelopment Plan applicable to the Redevelopment Property through the development of the Redevelopment Property in accordance with their rights and obligations as set forth in this Agreement,the Annexation Agreement,the Approved Plans and the PUD Special Use Ordinance. SECTION 3. IMPROVEMENT COMPLETION. A. The Developer shall, in accordance with the Municipal Code,the Annexation Agreement,the PUD Special Use Ordinance,the Approved Plans, and other applicable Village ordinances, and subject to the terms and conditions of this Agreement,develop and construct, or cause to be developed and constructed,the Dedicated Improvements. B. The Developer shall, upon completion of the Dedicated Improvements or such other time as may be agreed upon by the Developer and the Village,dedicate to the Village, in 7 accordance with the Annexation Agreement and the codes and ordinances of the Village,the Dedicated Improvements. SECTION 4. ALLOCATION OF COST. The Village and the Developer agree that the improvements and expenses described in Exhibit B hereinafter represent an estimate of the Redevelopment Project Costs to be incurred by the Developer and which are to be financed pursuant to this Redevelopment Agreement, in accordance with the following conditions and limitations: A. To ensure that the objectives of the Redevelopment Plan are achieved as expeditiously as possible, the Village agrees that the Redevelopment Project Costs reasonably incurred or to be incurred by the Developer shall be eligible for payment or reimbursement from the Redevelopment Property Project Account consistent with the terms of this Agreement. B. It is the obligation of the Village to pay or reimburse the Developer for Redevelopment Project Costs from the Redevelopment Property Project Account and from no other source. The obligation of the Village to pay or reimburse Redevelopment Project Costs shall be further limited in accordance with the provisions of Section 6 related to allocation of the TIF Revenue Stream. The Village and the Developer recognize and agree that the Village's obligation to pay or reimburse the Developer for Redevelopment Project Costs is a limited obligation and that any payment or reimbursement to Developer is subject to the receipt of TIF Revenue Stream from the Redevelopment Property to provide for such payment or reimbursement. D. It is anticipated that the costs associated with the Project may exceed the amounts set forth in Exhibit B.The Developer shall be entitled to allocate the savings or shortfall in any one category to another category. Notwithstanding the foregoing,the Redevelopment Project 8 Costs shall not include the costs of a developer's fee, but may include fees paid to general contractors, subcontractors or Unaffiliated Third Party development consultants. SECTION 5. RESERVED. SECTION 6. ALLOCATION OF TIF REVENUE STREAM; APPLICATION OF AMOUNTS ON DEPOSIT. The Village shall deposit the TIF Revenue Stream to the Tax Allocation Fund upon receipt thereof. The Village shall create a sub-accounts in the Tax Allocation Fund for accounting purposes, said sub-accounts shall be known as the Redevelopment Property Project Account and the TIF Municipal Account. A. TIF Revenue Stream generated from the Redevelopment Property shall be credited, upon receipt by the Village, into the Redevelopment Property Project Account and the TIF Municipal Account in the following proportions during the time periods hereinafter designated: (i) Beginning with the date of this Agreement and continuing through 2026, the Village shall place eighty five percent(85%)of the TIF Revenue Stream generated from the Redevelopment Property into the Redevelopment Property Project Account and shall place the remaining fifteen percent(15%) into the TIF Municipal Account. (ii) Beginning in 2027 and continuing through 2031,the Village shall place seventy five percent(75%)of the TIF Revenue Stream generated from the Redevelopment Property into the Redevelopment Property Project Account and shall place the remaining twenty five percent(25%) into the TIF Municipal Account. (iii) Beginning in 2032 and continuing through 2036,the Village shall place sixty five percent(65%)of the TIF Revenue Stream generated from the Redevelopment 9 Property into the Redevelopment Property Project Account, and shall place the remaining thirty five percent(35%) into the TIF Municipal Account. (iv) Beginning in 2037 and continuing through December 31, 2041,the Village shall place fifty percent(50%)of the TIF Revenue Stream generated from the Redevelopment Property into the Redevelopment Property Project Account,and shall place the remaining fifty percent(50%) into the TIF Municipal Account. From and after December 31, 2041,the Village shall have no further obligations hereunder to place any portion of the TIF Revenue Stream generated from the Redevelopment Property into the Redevelopment Property Project Account,regardless of whether or not the Developer has received full reimbursement of the Redevelopment Project Costs, and as of such date, may deposit one hundred percent(100%)of the TIF Revenue Stream generated from the Redevelopment Property into the TIF Municipal Account. B. Amounts of Redevelopment Property TIF Revenue Stream deposited into the TIF Municipal Account shall be used by the Village at its discretion in accordance with the provisions of the Act. C. The Redevelopment Property Project Account shall be used exclusively for the purpose of paying or reimbursing Developer for Redevelopment Project Costs. SECTION 7. Intentionally Omitted. SECTION 8. COVENANT TO PAY TAXES. Developer covenants to pay, or to cause to be paid by its tenants or assigns, all ad valorem real estate taxes levied against any portion of the Redevelopment Property owned by Developer on or before the date they become due and owing. Nothing herein shall prevent 10 Developer from challenging any assessment of real property that is party of the Redevelopment Property. SECTION 9. INTENTIONALLY OMITTED. SECTION 10. RESERVED. SECTION 11. TIF FINANCIAL STATEMENTS. The Village agrees to provide to the State in a timely manner all information required to demonstrate continued compliance with the requirements of the Act. The Village shall provide the Developer promptly with a copy of all such information submitted to the State. The Village also agrees that the Developer shall have the right and authority to review from time to time and upon reasonable notice the books and records of the Village related to the Redevelopment Project Area and the Tax Allocation Fund. SECTION 12-1. CERTIFICATIONS AND DOCUMENTS REQUIRED IN SUPPORT OF CERTIFICATES OF EXPENDITURES. A. As a prerequisite to approving any Certificate of Expenditure the Developer must certify to the Village the following: (i) The Developer has the right, power and authority to submit the request for payment and to perform its obligations under the Agreement. (ii) No Event of Default or condition or event which, with the giving of notice or passage of time or both,would constitute an Event of Default by the Developer under the Agreement exists and remains unremedied. (iii) The requested certification is for the Redevelopment Project Costs which are qualified for payment under this Agreement,the Act and applicable law. (iv) None of the items for which payment is requested has been the basis for a previous payment. 11 (v) The amount of the requested payment has already been paid from the Developer to its construction manager or general contractor. or as may be applicable,paid directly by the Developer to its subcontractor or material supplier or others. (vi) The Developer has,to the best of its knowledge,obtained all government permits,certificates and consents(including, without limitation, appropriate environmental approvals)necessary for the work completed under the Certificate of Expenditure. (vii) The Developer is in substantial compliance with its material covenants under this Agreement and has satisfied any other preconditions to disbursement set forth herein. (viii) That no uncontested lien other than mortgage, mortgages or third party construction escrows exists against the Redevelopment Property. (ix) That the Developer has certified the work for which payment is sought has been completed. (x) That the Developer has completed and submitted to the Village such document as is reasonably necessary and customary for the conveyance of the Dedicated Improvements. B. As an additional prerequisite to Approval of Certificates of Expenditures, the Developer must provide the following documentation to the Village to assist the Village's consideration: (i) A true and correct copy of the contract or contracts upon which the payment request is made. 12 (ii) Good and sufficient(partial or full)waivers of liens with respect to the payment requested. (iii) Proof in a form reasonably acceptable to the Village, such as a contractor's sworn statement or construction escrow disbursement statement,that the Developer has made the payments for which reimbursement is sought. (v) A request for issuance of a Certificate of Expenditure in the form included as Exhibit D,a copy of which is attached hereto and incorporated herein by this reference. (vi) All other certificates required by this section. (vii) A certificate from Developer that the requested Certificate of Expenditure is for expenses that are eligible for reimbursement as Redevelopment Project Costs under the Act; and C. After the Developer makes its request for issuance of a Certificate of Expenditures the Village shall complete its review of such Request within thirty(30)days of receipt of the documentation in conformance with this Section 12-1 and issue its approval,partial approval or denial of the request. In the event of a partial approval or a denial,the Village shall issue a letter detailing the specific reasons it is providing only a partial approval or denying the request. The Developer shall be entitled to submit any further documentation necessary to secure such approval.Upon such resubmittal,the Village shall issue its written approval or denial within thirty(30)days of receipt of the resubmittal. SECTION 12-2. VILLAGE PAYMENT. Upon review and approval of Certificates of Expenditure the Village shall pay to the Developer the amount of dollars approved by such Certificates from the Redevelopment Property Project Account. Payments shall be made within 13 thirty(30)days of both the approval of a Certificate of Expenditure and the receipt of Tax Increment from the County Treasurer. In the event that the Redevelopment Property Project Account does not contain sufficient funds to pay or reimburse Project Redevelopment Costs as have been approved by a Certificate of Expenditure,the Village shall make a partial payment in the amount of funds then held in the Redevelopment Property Project Account and any unpaid Project Redevelopment Costs shall be rolled-over for payment in the following year. Payments requested by Developer shall be made as directed by the Developer and the Village shall have the right to rely upon such directions. SECTION 12-3. ADDITIONAL PAYMENT PREREQUISITES. Notwithstanding anything else to the contrary in this Agreement,no payments hereunder shall be made to the Developer unless(i)the Developer has completed the Dedicated Improvements in accordance with this Agreement,and the Annexation Agreement and applicable ordinances of the Village. SECTION 13. PROJECT COSTS. The Village covenants that, through the term of the this Agreement, and so long as Redevelopment Project Costs are outstanding, it shall not: (a)encumber the Redevelopment Property Project Account for any purpose,nor shall it borrow, use or pledge the Redevelopment Property Project Account; (b) use funds in the Redevelopment Property Project Account directly or indirectly in any fashion other than as set forth in this Agreement; or(c) use funds in the Redevelopment Property Project Account to replace any other source of revenue or to repay any other obligation of the Village now existing or arising during the term of this Agreement. SECTION 14. PROJECT COORDINATORS. The Village shall,within thirty (30)days after the Effective Date, provide the Developer with the name of its project coordinator with 14 respect to matters that may arise during the performance of this Agreement, and such person shall have authority to transmit instruction and receive information and confer with the Developer's project coordinator. The Developer designates Russell G. Whitaker, III, Attorney, Rosanova& Whitaker, Ltd. as its project coordinator with respect to matters that may arise during the performance of this Agreement, and such person shall have authority to transmit instructions and receive information and confer with the Village's project coordinator. The Village or the Developer may change their respective designations or project coordinators from time to time by written notice to the other party. SECTION 15. LIMITED OBLIGATIONS. The obligations of the Village under this Agreement to pay or reimburse Redevelopment Project Costs are not general obligations of the Village,the County,the State nor any political subdivision thereof; it being understood that these obligations are being incurred in connection with the Redevelopment Plan and are limited as set forth herein and the Village shall have no responsibility to pay such obligations except from the allocation of TIF Revenue Stream generated from the Redevelopment Property, as provided in this Agreement. SECTION 16. DEVELOPER'S OBLIGATIONS. A. Adherence to Federal, State and Local Requirements. Developer shall construct the Dedicated Improvements in accordance with the Approved Plans, provided, however,that the Developer shall further be obligated to comply with all other federal, state and Village laws, regulations and ordinances applicable the construction of the Dedicated Improvements but which are outside the scope of the Approved Plans, including but expressly not limited to the Prevailing Wage Act,the Illinois Environmental Protection Act or the Occupational Safety and Health Act. 15 B. Progress Reports. Until construction of the Dedicated Improvements has been completed,the Developer shall make quarterly progress reports to the Village regarding the status thereof or upon special request of the Village in such detail as may be reasonably required by the Village. D. Security for Public Improvements. The existence of tax increment financing shall not in any manner excuse the Developer's obligations under the Annexation Agreement and the applicable ordinances of the Village to post security in the form of a letter of credit or performance and payment bonds to guaranty completion and full payment for any and all public improvements. SECTION 17-1 REPRESENTATIONS AND WARRANTIES OF THE DEVELOPER. The Developer represents,warrants and agrees as the basis for the undertakings on its part herein contained that: A. Organization. The Developer is an Illinois limited liability company duly organized and existing under the laws of the State of Illinois, authorized to do business in Illinois,and has the power to enter into and by proper action has been duly authorized to execute, deliver and perform this Agreement. The Developer owns the Redevelopment Property in fee simple B. Non-conflict or Breach. To the best of the Developer's knowledge,neither the execution and delivery of this Agreement,the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts with or results in a breach of any of the terms,conditions,or provisions of any offering or disclosure statement made or to be made on behalf of the Developer, any restriction, agreement or instrument to which the Developer is now a party under any of the foregoing,or 16 results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the assets or rights pursuant to this Agreement of the Developer or any related party, under the terms of any instrument or agreement to which the Developer or any related party is now a party or by which the Developer or any related party is bound. C. Pending Lawsuits. To the best of the Developer's knowledge,there are no lawsuits either pending or threatened that would affect the ability of the Developer to proceed with the construction and development of the Project. SECTION 17-2. REPRESENTATIONS AND WARRANTIES OF THE VILLAGE. The Village represents,warrants and agrees as the basis for the undertakings on its part herein contained that: A. Organization and Authority, The Village is a home-rule municipal corporation duly organized and validly existing under the laws of the State of Illinois and has all requisite corporate power and authority to enter into this Agreement. B. Litigation. To the best of the Village's knowledge,there are no proceedings pending or threatened against or affecting the Village or the Redevelopment Project Area in any court or before any governmental authority which involve the possibility of materially or adversely affecting the ability of the Village to perform its obligations under this Agreement. C. TIF Ordinances. To the best of the Village's knowledge,the TIF Ordinances were validly enacted by the Village in compliance with all applicable local, State and Federal Laws. D. Authorization. To the best of the Village's knowledge,the execution, delivery and the performance of this Agreement and the consummation by the Village of the transactions provided for herein and the compliance with the provisions of this Agreement(i)have been duly 17 authorized by all necessary corporate action on the part of the Village; (ii) require no other consents, approvals or authorizations on the part of the Village or the Village Board in connection with the Village's execution and delivery of this Agreement; and(iii) shall not, by lapse of time, giving of notice or otherwise result in any breach of any term, condition or provision of any indenture, agreement or other instrument to which the Village is subject. SECTION 18. ADDITIONAL COVENANTS OF THE DEVELOPER. A. Developer Existence. The Developer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and standing as a limited liability company authorized to do business in the State, so long as the Developer maintains an interest in the Project or has any other remaining obligations pursuant to the terms of this Agreement. Nothing herein shall prevent the Developer from assigning its interest herein to a third party. B. Indemnification. The Developer,for itself, its successors and assigns(use of the term "Developer" herein includes successors and assigns), agrees to indemnify, defend and hold the Village,together with its past, present and future officials,officers,agents and employees, harmless from and against any losses,costs,damages, liabilities, claims, suits, actions, causes of action and expenses(including without limitation reasonable attorneys' fees and court costs) suffered or incurred by the Village which are caused as a result of(i)the failure of the Developer to comply with any of the terms, covenants or conditions of this Agreement, (ii)the failure of the Developer to cure any material misrepresentations or omissions of the Developer in this Agreement after reasonable notice from the Village,or(iii)the action or inaction of the Developer or any contractor, subcontractor or materialmen in connection with the construction of the Dedicated Improvements. Developer, for itself and its successors and assigns,agrees to 18 indemnify,defend and hold the Village,together with its past,present and future officials, officers, agents and employees,harmless from and against all losses,costs,damages, liabilities, claims, suites,actions,causes of action and expenses(including without limitation reasonable attorneys' fees and court costs)suffered or incurred by the Village which are caused as a result of any violation by the Developer or the Developer's agents of state or federal securities law in connection with the offer and sale of shares in the Developer or any part of the Public Redevelopment Projects. The provisions of this Section shall not apply to a loss which arises out of intentional misconduct on the part of the Village, or a loss or portion thereof of which arises in whole or in part out of the negligence on the part of the Village,but only to the extent that the Village's misconduct or negligence contributed to the loss,or that the loss is attributable to the Village's misconduct or negligence. C. Further Assistance and Corrective Instruments. The Village and Developer agree that they will, from time to time, execute, acknowledge and deliver,or cause to be delivered, such supplements hereto and such further instruments as may be reasonably required for carrying out the intention of or facilitating the performance required of this Agreement. D. No Gifts. The Developer covenants that no officer,director, member, employee or agent of Developer,or any other person connected with Developer has made, offered or given either directly or indirectly to any officer,employee or agent of the Village or any person connected with the Village, any money or anything of value as a gift or bribe or other means of influencing his or her action in his or her capacity with the Village. G. Transfer of Property. Nothing herein shall prohibit the transfer of all or part of the Redevelopment Property,provided,however,that until such time as the Dedicated 19 Improvements are completed, Developer shall obtain the prior consent of the Village which shall not be unreasonably withheld. SECTION 19. RIGHT TO AUDIT BOOKS AND RECORDS. The Developer agrees that the Village shall have the right and authority to review and/or audit, from time to time,the Developer's books and records relating to the any claimed Redevelopment Project Cost (including the Developer's loan statements, general contractors sworn statements,general contracts,material purchase orders,waivers of lien,paid receipts and invoices). SECTION 20. LIABILITY AND RISK INSURANCE. Prior to commencement of the Project the Developer(or the Developer's contractor) shall procure and deliver to the Village,at the Developer's (or such contractor's)cost and expense, and shall maintain in full force and effect until each and every obligation of Developer contained herein has been fully paid or performed, a policy or policies of comprehensive general liability insurance, business automobile liability insurance and during any period of construction,contractor's liability insurance, if applicable and worker's compensation and employers' liability insurance, with liability coverage under the comprehensive liability insurance to be not less than Two Million Dollars ($2,000,000)each occurrence and Five Million Dollars($5,000,000)total, and with liability coverage under the business automobile liability insurance to be not less than One Million Dollars ($1,000,000)each occurrence and Four Million Dollars($4,000,000)total, and with liability coverage under the employers' liability insurance to be One Million Dollars ($1,000,000) for each accident resulting in bodily injury and One Million Dollars ($1,000,000) for each employee for bodily injury resulting from disease, with all such policies to be in such form and issued by such companies as shall be reasonably acceptable by the Village to protect the Village and Developer against any liability incidental to the use of or resulting from any 20 claim for injury or damage occurring in or about the Project or the improvements or the construction and improvement thereof. Each such policy shall,except the Worker's Compensation,name the Village an additional insured and shall contain an affirmative statement by the insurer that it will give written notice to the Village at least thirty(30)days prior to any cancellation or amendment of its policy. All policies shall be written on an occurrence basis. This insurance requirement shall terminate when the Project has been completed by the Developer and the Dedicated Improvements have been accepted by the Village. SECTION 21. EVENTS OF DEFAULT AND REMEDIES. A. Events of Default. The following shall be Events of Default with respect to this Agreement: (i) if any material representation made by the Developer or Village in this Agreement, or in any certificate,notice,demand or request made by the Developer or Village, in writing and delivered to the other party pursuant to or in connection with this Agreement shall prove to be untrue or incorrect in any materials respect as of the date made;provided that such default shall only constitute an Event of Default if the defaulting party does not,within sixty (60)days after written notice from the non-defaulting party, initiate and diligently pursue appropriate measures to remedy the default. (ii) Default in the performance or breach of any material covenant contained in this Agreement concerning the financial condition of or the existence or structure of the Developer provided that such default shall only constitute an Event of Default if the defaulting party does not, within sixty(60) days after 21 written notice from the non-defaulting party, initiate and diligently pursue appropriate measures to remedy the default. (iii) Default in the performance or breach of any other material covenant,warranty or obligation of either party in this Agreement; provided that such default shall only constitute an Event of Default if the defaulting party does not, within sixty(60)days after written notice from the non-defaulting party, initiate and diligently pursue measures to remedy the default. (iv) The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Developer in any involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,trustee, sequestrator or similar official of the Developer for any substantial part of its property or ordering the winding-up or liquidation of its affairs and the continuance of such any decree or order unstayed and in effect for a period of sixty (60)consecutive days. (v) The commencement by the Developer of a voluntary case of bankruptcy under the federal bankruptcy laws, as now or hereafter constituted,or any other applicable federal or state bankruptcy, insolvency or other similar law,or the consent by the Developer to the appointment of or taking possession by a receiver, liquidator, assignee,trustee, custodian, sequestrator or similar official of the Developer or of any substantial part of the Developer's property, or the making by any such entity or any assignment for the benefit of creditors or the failure of the Developer generally to pay such entity's debts 22 as such debts become due or the taking of action by the Developer in furtherance of any of the foregoing. B. Remedies for Default. (i) In the case of an Event of Default by either party hereto or any successors to such party, such party or successor shall,upon written notice from the other, take immediate action to cure or remedy such Event of Default within sixty (60) days after receipt of such notice. If, in such case, action is not taken or not diligently pursued,or the Event of Default or breach shall not be cured or remedied within a reasonable time,the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure or remedy such default or breach including but not limited to proceedings to compel specific performance by the party in default or breach of its obligations. (ii) In case the Village or Developer shall have proceeded to enforce their rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the party initiating such proceedings,then and in every such case the Developer and the Village shall be restored respectively to their several positions and rights hereunder,and all rights,remedies, and powers of the Developer and the Village shall continue as though no such proceedings had been taken. C. Agreement to Pay Attorneys' Fees and Expenses. (i) In the event the Developer shall commit an Event of Default which is not cured within the applicable periods and the Village should employ an attorney or attorneys or incur other reasonable expenses for the collection of the 23 payments due under this Agreement or the enforcement of performance of observance of any obligation or agreement on the part of the Developer herein contained,the Developer agrees that it will on demand pay to the Village the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Village. (ii) In the event the Village shall commit an Event of Default which is not cured within the applicable cure periods and the Developer should employ an attorney or attorneys or incur other reasonable expenses for the collection of the payments due under this Agreement or the enforcement of performance or observance of any obligation or agreement on the part of the Village herein contained,the Village agrees that it will on demand pay to the Developer the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Developer. (iii) In the event that one Party claims that the other Party has committed an Event of Default and this claim is litigated in a court of competent jurisdiction,the prevailing party shall be entitled to reasonable fees of its attorneys and other expenses reasonably incurred in such litigation. D. No Waiver by Delay. Any delay by either party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under this Agreement shall not operate to act as a waiver of such rights or to deprive it of or limit such rights in any way(it being the intent of this provision that the Village should not be constrained so as to avoid the risk of being deprived of or limited in the exercise of the remedies provided in this Agreement because of concepts of waiver, laches or otherwise);nor shall any waiver in fact made by either party with 24 respect to any specific Event of Default by either party under this Agreement be considered or treated as a waiver of the rights of the other party under this Section or with respect to any Event of Default under any section in this Agreement or with respect to the particular Event of Default, except to the extent specifically in writing by that party. E. Rights and Remedies Cumulative. The rights and remedies of either party to this Agreement(or its successors in interest)whether provided by law or by this Agreement shall be cumulative and the exercise by either party of any one or more of such remedies shall not preclude the exercise by it, at the time or different times,of any other such remedies for the same Event of Default. No waiver made with respect to the performance,nor the manner or time thereof,of any obligation of either party or any condition under this Agreement shall be considered a waiver of any rights of either party with respect to the particular obligation of that party or condition beyond those expressly waived in writing. F. Village Corrective Action. The Village hereby acknowledges that the Developer will rely on the TIF Ordinances and this Agreement as a material inducement to continue development of the Redevelopment Project Area. To the extent it may become necessary,the Village covenants and agrees to take such action as necessary and appropriate to correct any procedural deficiency or other procedural or technical defect with respect to the TIF Ordinances and this Agreement. The Village waives any right to overturn or set aside this Agreement or the TIF Ordinance. SECTION 22. MISCELLANEOUS PROVISIONS. A. Titles of Sections. Any titles of the several sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 25 B. Notices. All notices,certificates,approvals,consents,or other communications desired or required to be given hereunder shall be given in writing at the addresses set forth below by any of the following means: (i)personal service;(ii)overnight courier; or(iii) registered or certified first class mail,postage prepaid,return receipt requested. IF TO THE VILLAGE: Village of Plainfield 24401 W. Lockport Street Plainfield, IL 60544 Attention: Village Manager With copy to: Tracy,Johnson &Wilson 2801 Black Rd, Second Floor Joliet, IL 60435 Attention: James Harvey IF TO THE DEVELOPER: 55/30 Acquisition LLC 5420 West 122nd Street Alsip, IL 60803 Attention: Manager with copy to: Russ Whitaker Rosanova&Whitaker, Ltd. 127 Aurora Ave Naperville,Illinois 60540 The parties,by notice hereunder,may designate any further or different address to which subsequent notices,certificates,approvals,consents or other communications shall be sent. Any notice,demand, or request sent pursuant to either clause(i)hereof shall be deemed received 26 upon such personal service. Any notice, demand or request sent pursuant to clause(ii)shall be deemed received on the day immediately following deposit with the overnight courier, and any notices, demands or requests send pursuant to clause(iii) shall be deemed received forty-eight (48) hours following deposit in the mail. C. Time is of the Essence. Time is of the essence of this Agreement. D. Integration. Except as otherwise expressly provided herein,this Agreement supersedes all prior agreements, negotiations and discussions relative to the subject matter hereof and is a full integration of the agreement of the parties. E. Non-liability of Village Officers and Employees. No member, official, employee or agent of the Village shall be personally liable to Developer or any successor in interest in the event of any default or breach by the Village or State for any amount which may become due to Developer or any successor or any obligation under the terms of this Agreement. F. Disclaimer. Nothing contained in this Agreement nor any act of the Village or Developer shall be deemed or construed by any of the parties, or by third persons,to create any relationship of third-party beneficiary, or of principal or agent or of limited or general partnership,or of joint venture or of any association or relationship involving the Village or the Developer. G. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. H. Recordation of Agreement. The parties agree to record this Agreement in the appropriate land or governmental records. 27 I. Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement are to apply to and bind the successors and assignees of the Village and the successors and assigns of the Developer. J. Severability. If any provision of this Agreement, or any paragraph, sentence, clause,phrase or word or the application thereof in any circumstance is held to be invalid,the remainder of this Agreement shall be construed as if such invalid part were never included herein, and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. K. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. L. Reserved. M. Venue. Venue for any action with respect to any matter arising from this Agreement shall be in the Circuit Court of Will County, Illinois. N. Prevailing Wage. The Developer understands that by receiving incentives or payments pursuant to this Agreement that the Project may become subject to the Illinois Prevailing Wage Act and the Developer covenants and agrees to the extent required to comply, and to contractually obligate and cause its,construction manager, any general contractor,each subcontractor or other applicable entity or person providing work with respect to the project to comply with the Illinois Prevailing Wage Act. All contracts subject to the Prevailing Wage Act shall list the specified rates to be paid to all laborers,workers and mechanics for each craft or type of worker or mechanic employed pursuant to such contract. If the prevailing wage rates are revised,the revised rates shall apply to all such contracts. The Developer shall provide the Village with copies of all such contracts entered into by the Developer or others to evidence 28 compliance with this Section. The Developer together with its contractors, subcontractors, agents,employees and others shall provide such documents, information and certifications, including appropriate payroll certifications,as are necessary to comply with the Illinois Prevailing Wage Act. O. No Discrimination. The Developer will comply with laws relating to fair employment and equal opportunity. SECTION 23. EFFECTIVENESS AND TERM. The Effective Date for this Agreement shall be the date on which this Agreement is approved by the Village Board. The term of this Agreement shall be from the Effective Date until all obligations hereunder have been satisfied. Provided,however,that unless otherwise agreed to in writing by the Village and the Developer,this Agreement shall automatically terminate: [SIGNATURE PAGE TO FOLLOW] 29 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year firth above written. Village if l.sie • illage President A `T: , Village Clerk 55/30 Acquisition, LLC By: Name: E4wo.(4 t. (Vt c (xcw in Title: (}(,0,y\0,5.0;r By: Na tle: 30 'L.+.'�-^cx'a•,sv'`a°e°eti^s1,3tn.R'3S-_2'ix-_. _ arm.-rati��a-- _ _. ._. .., ,. `:"� X:.� .. ...�.--• --"�..... -.':-rra++x±.\"tea.-.:�'.at'�... �W.;s.-.,..,-+ __:t:.-�sa+r?. tea:• EXHIBIT"A" PARCEL 1 LOT 1,IN MEMORY LANE,BEING A SUBDIVISION OF A PART OF THE EAST HALF OF THE WEST HALF OF SECTION 23,TOWNSHIP 36 NORTH,RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN,ACCORDING TO THE PLAT THEREOF RECORDED JANUARY 24, 1962 AS DOCUMENT NUMBER 948820,EXCEPTING FROM SAID LOT 1 THAT PART THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1 AND RUNNING THENCE NORTH 62 DEGREES 25 MINUTES WEST ALONG THE SOUTHERLY LINE OF LOT 1,A DISTANCE OF 236.00 FEET TO THE SOUTHWEST CORNER THEREOF;THENCE NORTH 25 DEGREES 34 MINUTES EAST, ALONG THE WESTERLY LINE OF LOT 1,A DISTANCE OF 54.00 FEET;THENCE SOUTH 72 DEGREES 02 MINUTES EAST A DISTANCE OF 226.84 FEET TO A POINT IN THE EASTERLY LINE OF LOT 1 THAT IS NORTH 18 DEGREES 42 MINUTES EAST 93.00 FEET FROM THE POINT OF BEGINNING;THENCE SOUTH 18 DEGREES 42 MINUTES WEST ALONG THE EASTERLY LINE OF LOT 1,A DISTANCE OF 93.00 FEET;TO THE POINT OF BEGINNING,AND ALSO EXCEPT THAT PART THEREOF CONVEYED BY INSTRUMENT RECORDED FEBRUARY 9, 1962 AS DOCUMENT NUMBER 949830. P.I.N.06-03-23-301-006 PARCEL 2 THAT PART OF LOT 1,IN MEMORY LANE,BEING A SUBDIVISION OF APART OF ME EAST HALF OF THE WEST HALF OF SECTION 23,TOWNSHIP 36 NORTH,RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN,ACCORDING TO THE PLAT THEREOF RECORDED JANUARY 24, 1962 AS DOCUMENT NUMBER 948820,DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 1;THENCE NORTH 25 DEGREES 34 MINUTES EAST ALONG THE WESTERLY LINE OF SAID LOT 1,A DISTANCE OF 54.00 FEET;THENCE SOUTH 72 DEGREES 02 MINUTES EAST A DISTANCE OF 226.84 FEET TO A POINT IN THE EASTERLY LINE OF SAID LOT 1 THAT IS NORTH 18 DEGREES 42 MINUTES EAST 93.00 FEET FROM THE SOUTHEAST • CORNER OF SAID LOT 1;THENCE SOUTH 18 DEGREES 42 MINUTES WEST,ALONG THE EASTERLY LINE OF SAID LOT 1,A DISTANCE OF 93,00 FEET OF THE SOUTHEASTERLY CORNER OF SAID LOT 1;THENCE NORTH 62 DEGREES 25 • MINUTES WEST ALONG THE SOUTHERLY LINE OF SAID LOT 1,A DISTANCE OF 236.00 FEET TO THE POINT OF BEGINNING. P.I.N.06-03-23-301-007 a -.y. .ye�.gv'-„�_1 - �S.`- ,,__�,��-??t?S?!vgc"r-^.EYc7!•.�w.,.a?�a'===4T?.3-�._ .atiY :•. � JTZ I PARCEL 3 • THAT PART OF LOT 1 OF MEMORY LANE SUBDIVISION AND THAT PART OF THE • EAST HALF OF THE WEST HALF OF SAID SECTION 23,TOWNSHIP 36 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN,DESCRIBED A FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 23,AND RUNNING THENCE ON AN ASSUMED BEARING OF NORTH 90 DEGREES 00 MINUTES WEST,ALONG THE NORTH LINE OF SAID SOUTHWEST QUARTER,A DISTANCE OF 600.00 FEET TO A POINT OF BEGINNING;THENCE • SOUTH CO DEGREES 00 MINUTES WEST A DISTANCE OF 60.57 FEET;THENCE NORTH 90 DEGREES 00 MINUTES WEST A DISTANCE OF 214.46 FEET TO A POINT ON THE MOST WESTERLY LINE OF LOT 1 IN MEMORY LANE SUBDIVISION(BEING A SUBDIVISION OF A PART OF THE EAST HALF OF THE WEST HALF OF SECTION • 23,TOWNSHIP 36 NORTH,RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JANUARY 24, 1962 AS DOCUMENT NO. 948820)THAT IS NORTH 25 DEGREES 34 MINUTES EAST A DISTANCE OF 104:16 FEET FROM THE MOST SOUTHWESTERLY CORNER OF SAID LOT 1;THENCE • NORTH 25 DEGREES 34 MINUTES EAST,ALONG SAID WESTERLY LINE OF LOT 1 A DISTANCE OF 172.44 FEET TO THE MOST NORTHWESTERLY CORNER THEREOF; THENCE NORTH 00 DEGREES 00 MINUTES EAST A DISTANCE OF 65.00 FEET; THENCE NORTH 90 DEGREES 00 MINUTES EAST A DISTANCE OF 120.00 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES WEST A DISTANCE OF 65.00 FEET; THENCE NORTH 90 DEGREES 00 MINUTES EAST A DISTANCE OF 20.00 FEET, THENCE SOUTH 00 DEGREES 00 MINUTES WEST A DISTANCE OF 95.00 FEET TO THE POINT OF BEGINNING;ALL IN WILL COUNTY,ILLINOIS. P.I.N. 06-03-23-111-008 PARCEL 5 THAT PART OF THE WEST 1/2 OF THE NORTHEAST 1/4 OF SECTION 23,LYING. SOUTH AND WEST OF THE RIGHT-OF-WAY OF THE JOLIET,AURORA AND NORTHERN RAILWAY;ALSO THAT PART OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF SAID SECTION 23,LYING SOUTH AND WEST OF THE RIGHT-OF-WAY OF THE JOLIET,AURORA AND NORTHERN RAILWAY;ALSO THAT PART OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF SAID SECTION 23 LYING SOUTH OF THE SOUTH RIGHT-OF-WAY LINE OF RENWICK ROAD PER THE DEDICATION RECORDED • JANUARY 15, 1941 AS DOCUMENT NO.538040,AND SOUTH AND WEST OF THE RIGHT-OF-WAY OF THE JOLIET,AURORA AND NORTHERN RAILWAY;ALSO THAT PART OF THE SOUTHWEST 1/4 OF SAID SECTION 23,LYING NORTH AND EAST OF THE HIGHWAY KNOWN AS THE JOLIET AND PLAINFIELD ROAD,ALL IN TOWNSHIP 36 NORTH,AND IN RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, EXCEPTING THEREFROM THAT PART DESCRIBED AS FOLLOWS:BEGINNING AT A • POINT ON THE SOUTH LINE OF THE NORTHWEST 1/4 OF SECTION 23,AFORESAID, THAT IS 600.00 FEET WEST OF THE SOUTHEAST CORNER OF SAID NORTHWEST 1/4 • AND RUNNING THENCE AT A RIGHT ANGLE NORTHERLY A DISTANCE OF 95.00 ii 1 ...�?.T?,-m-.��;°c;-'.� -�=.r�'3�.:a'«a�-=-i'N--F4�i�:. -r�?Gar==-„�-'=;:•—{h.r :.:- _. ^-. -.,..-_ _ _... ... FEET;THENCE AT A RIGHT ANGLE WESTERLY A DISTANCE OF 140.01)FEET; THENCE AT A reNIT ANCILE SOUTHERLY A DISTANCE OF 155.57 FEET;THENCE AT A RIGHT ANGLE EASTERLY A DISTANCE OF 140.00 FEET;THENCE AT A RIGHT ANGLE NOR'T'HERLY A DISTANCE OP 60,57 FEET TO THE POINT OF BEGINNING, AND ALSO EXCEPTING THEREFROM LOT 1 MEMORY LANE,A SUBDIVISION OP A PART OF THE EAST 1/2 OF THE WEST 1/2 OF SECTION 23,TOWNSHIP 36 NORTH, RANGE 9 BAST OF THE THIRD PRINCIPAL MERIDIAN,ACCORDING TO THE PLAT THEREOF RECORDED JANUARY 24, 1962,AS DOCUMENT NO.948820,AND ALSO EXCEPTING THAT PART THEREOF CONDEMNED FOR HIGHWAY PURPOSES IN CASE NO. 10713,COUNTY COURT OF WILL COUNTY,ILLINOIS,ALSO EXCEPTING THE FOLLOWING PARCEL SOLD UNDER REAL ESTATE CONTRACT DATED JULY 24, 1968,TO ORVILI P.W.HART AND EVELYN M.HART,HIS WIFE,THAT PART OF THE EAST 1/2 OF THE WEST 1/2 OF SECTION 23,TOWNSHIP 36 NORTH,RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN,DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST 1/4 OF SAID ' SECTION 23,AND RUNNING THENCE NORTH 90 DEGREES 00 MINUTES WEST ALONG THE NORTH LINE OF SAID SOUTHWEST 1/4 A DISTANCE OF 408.15 KELT TO THE POINT OF BEGINNING;THENCE SOUTH 00 DEGREES 00 MINUTES WEST A DISTANCE OF 76.34 FEET;THENCE NORTH 90 DEGREES 00 MINUTES WEST ALONG A LINE 76.34 FEET SOUTH OF AND PARALLEL WITH THE SAID NORTH LINE OF THE SOUTHWEST 1/4,A DISTANCE OF 168.25 FEET;THENCE SOUTH 31 DEGREES 28 MINUTES WEST A DISTANCE OF 46.00 FEET TO THE ANGLE POINT IN THE MOST EASTERLY LINE OF LOT 1 IN.MEMORY LANE SUEDIVISION(A SUBDIVISION OF PART OF SAID EAST 1/2 OF THE WEST 1/2 OF SECTION 23)THAT IS 55.00 FEET SOUTH OF THE NORTHEAST CORNER OF LOT 1;THENCE NORTH 00 DEGREES 00 MINUTES ALONG THE EAST LINE OF LOT 1 AND THE EAST LINE OF THE TRACT CONVEYED TO NELSON E.AND NORMA G.SEYMOUR BY INSTRUMENT RECORDED IN BOOK 1896,PAGE 482 AS DOCUMENT NO.924018,A DISTANCE OF 210.57 FEET;THENCE NORTH 90 DEGREES 00 MINUTES WEST ALONG THE NORTH LINE OF SAID TRACT CONVEYED BY DOCUMENT NO.924018 A DISTANCE OF 140.00 FEET;THENCE NORTH 00 DEGREES 00 MINUTES WEST A DISTANCE OF 6100 FEET;THENCE NORTH 90 DEGREES 00 MINUTES EAST A DISTANCE OF 240.00 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES EAST A DISTANCE OF 120.00 FEET; THENCE NORTH 90 DEGREES 00 MINUTES EAST A DISTANCE OF 92,00 ii-ba; THENCE SOUTH 00 DEGREES 00 MINUTES EAST A DISTANCE OF 40.00 FEET TO THE POINT OF BEGINNING;ALSO EXCEPTING THEREFROM THAT PART OF THE SOUTHWEST 1/4 OF SECTION 23,TOWNSHIP 36 NORTH,RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN,DESCRIBED AS FOLLOWS:BEGINNING AT A POINT IN THE EAST LINE OF SAID SOUTHWEST 1/4 OF SECTION 23,THAT IS SOUTH 00 DEGREES 43 MINUTES EAST A DISTANCE OF 96.34 FEET FROM THE NORTHEAST CORNER OF SAID SOUTHWEST 1/4,AND RUNNING THENCE SOUTH 00 DEGREES 43 MINUTES EAST ALONG SAID EAST LINE OF THE SOUTHWEST 1/4 A DISTANCE OF 397.63 FEET TO THE NORTHERLY RIGHT-OF-WAY OF F.A.I.ROUTE 55;THENCE NORTH 62 DEGREES 25 MINUTES WEST,ALONG SAID NORTHERLY RIGHT-OF-WAY LINE,A DISTANCE OF 355.15 FEET;THENCE SOUTH 27 DEGREES 35 MINUTES WEST,ALONG SAID NORTHERLY RIGHT-OF-WAY LINE,A DISTANCE OF 100,00 1?sz^s.E-"-'ih:: '_.-.:._x. r,-;�-<?. cm--'-.-lS.-.�x.,.�-.��,_� _-...- .... - sic-.ti.�.,ia-�a=:t.-1%!t:ix_s.,}).�,:-�,s.._..r..�,z.�_..,.,L.Zy_•y�::� •.c`—_ rte•.;� _. :. ..__ FEET;THENCE NORTH 62 DEGREES 25 MINUTES WEST, ALONG SAID NORTHERLY I:. RIGHT-OF-WAY LINE,A DISTANCE OF 313.37.FEET;THENCE NORTH 21 DEGREES 32 MINUTES EAST A DISTANCE OF 190.04 FEET;THENCE NORTH 90 DEGREES 00 MINUTES EAST PARALLEL WITH AND 96.34 FEET SOUTH OF THE NORTH LINE OF SAID SOUTHWEST 1/4 OP SECTION 23 A DISTANCE OF 564.22 FEET TO THE POINT OF BEGINNING,ALSO EXCEPTING THEREFROM THAT PART OF THE SOUTHWEST 1/4 OF SECTION 23 LYING NORTHEASTERLY OF FEDERAL AID ROUTE 23(US ROUTE 30)IN SECTION 23,TOWNSHIP 36 NORTH,RANGE 9 EAST OF THE THIRD i { PRINCIPAL MERIDIAN,MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OP THE NORTH LINE OF THE SOUTHWEST 1/4 OF SECTION 23 AND THE EXISTING NORTHEASTERLY RIGHT-OF- WAY IGHT-OFWAY OF FEDERAL AID ROUTE 23 (US ROUTE 39),SAID RIGHT-OF-WAY LINE BEING PARALLEL TO AND 30.00 FEET NORMALLY DISTANT NORTHEASTERLY OF THE EXISTING CENTERLINE OF FEDERAL AID ROUTE 23;THENCE SOUTHEASTERLY ALONG SAID RIGHT-OF-WAY LINE FOR A DISTANCE OF 324.50 FEET TO A POINT; THENCE NORTHWESTERLY FOR A DISTANCE OF 102.00 FEET TO A POINT 50.00 FEET NORMALLY DISTANT NORTHEASTERLY OF SAID CENTERLINE;THENCE NORTHWESTERLY ALONG A LINE PARALLEL TO AND 50.0 NORMALLY DISTANT NORTHEASTERLY OF SAID CENTERLINE FOR A DISTANCE OF 186.2 FEET TO A �- POINT ON SAID NORTH LINE OF THE SOUTHWEST 1/4 OF SAID SECTION 23; THENCE WESTERLY ALONG SAID NORTH LINE THEREOF WHICH FORMS AN ANGLE OF 27 DEGREES 34 MINUTES TO THE LEFT WITH A-PROLONGATION OF THE I LAST DESCRIBED COURSE FOR A DISTANCE OF 43.2 FEET TO THE POINT OF BEGINNING,IN WILL COUNTY,ILLINOIS,EXCEPTING THEREFROM THE FOLLOWING PARCEL DESCRIBED AS FOLLOW: BEGINNING AT A POINT OF INTERSECTION OF THE SOUTHWESTERLY RIGHT OF WAY OF THE BLOW,JOLIET AND EASTERN RAILROAD WITH THE SOUTH LINE OF RENWICK ROAD PER DOCUMENT NUMBER 538040 ALSO BEING THE NORTHEAST CORNER OF SAID PARCEL 5; THENCE SOUTH 51 DEGREES 18 MINUTES 21 SECONDS EAST ALONG THE SOUTHERLY RIGHT OF WAY LINE OF THE ELGIN,IOLIET AND EASTERN RAILWAY,780.09 FEET; !i THENCE SOUTH 12 DEGREES 48 MINUTES 15 SECONDS EAST, 73.4114.e.,E's; THENCE SOUTH 38 DEGREES 10 MINUTES 08 SECONDS WEST,597.29 FEET; THENCE SOUTH 49 DEGREES 42 MINUTES 48 SECONDS EAST,496.06 FEET; THENCE NORTH 40 DEGREES 17 MINUTES 12 SECONDS EAST, 105.00 FEET; THENCE NORTH 49 DEGREES 42 MINUTES 48 SECONDS WEST,63.87 rhhT; THENCE NORTH 38 DEGREES 46 MINUTES 46 SECONDS EAST,400.01 FEET; THENCE SOUTH 51 DEGREES 18 MINUTES 21 SECONDS EAST, 554.25 FEET; THENCE SOUTH 63 DEGREES 04 MINUTES 52 SECONDS WEST,763,05 FEET; THENCE SOUTH 53 DEGREES 15 MINUTES 29 SECONDS WEST, 1,360.55 FEET; THENCE SOUTH 67 DEGREES 39 MINUTES 58 SECONDS WEST,523.21 FEET TO THE WEST LINE OF THE EAST 112 OF THE NORTHWEST 114 OF SAID SECTION 23(AS MONUMENTED AND OCCUPIED); i I 11 i ,Y_...., .. . .-.. +.Ln:12:?5- fiR • r.!h:•._,�SxJ`a.',r:tti` 'S.'i},'V a „1'+.nv:t�-::�.'.'...$�z� `+Ti`az . :;Y`i-.••.•� • • THENCE NORTH 01 DEGREES 37 MINUTES 56 SECONDS WEST ALONG SAID WEST LINE,2,601.58 FEET TO THE SOUTH RIGHT OF WAY LINE LW RENWICK ROAD PER DOCUMENT NUMBER 538040; THENCE NORTH 88 DEGREES 48 MINUTES 54 SECONDS EAST ALONG SAID SOUTH LINE,992.19 FEET TO SAID POINT OF BEGINNING,ALL IN WILL COUNTY, ILLINOIS. • P.I.N.06-03-23-111-004 AND 06-03-23-301-005 PARCEL 6 THAT PART OF THE EAST'h OF THE WEST 1 OF SECTION 23,TOWNSHIP 36 NORTH, RANGE 9 EAST OF THE THIRD PRLNCIPAL MERIDIAN,IN WILL COUNTY,0 TiNOIS DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHWEST 1,4 OF SAID SECTION 23 AND RUNNING THENCE NORTH 90 DEGREES 00 MINUTES WEST ALONG THE NORTH LINE OF SAID SOUTHWEST 1 A DISTANCE OF 408.15 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 00 ` MINUTES EAST A DISTANCE OF 76.34 NET;THENCE NORTH 90 DEGREES 00 MINUTES WEST ALONG A LINE 76.34 FEET SOUTH OF AND PARALLEL WITH THE SAID NORTH LINE OF THE SOUTHWEST 1/4,A DISTANCE OF 168.25 FEET;THENCE MINUTES . SOUTH 31 DEGREES 28TWEST A DISTANCE OF 46.00 FEET TO THE ANGLE POINT IN THE MOST EASTERLY LINE.OF LOT 1 INMEMORY LAND WI?ST 3h OF SECTION 233 THAT ISDIVISION(A SUBDIVISION OF PART OF SAID EAST Iis OP THE 55,00 FEET SOUTH OF THE NORTHEAST CORNER OF LOT 1;THENCE NORTH 00 DEGREES 00 MINUTES WEST ALONG THE EAST LINE OF LOT 1 AND THE EAST LINE OF TRACT CONVEYED TO NELSON B.AND NORMA G.SEYMOUR BY INSTRUMENT RECORDED IN BOOK 1896,PAGE 482 AS DOCUMENT NO.924018,A DISTANCE OF 210.57 FEET;THENCE NORTH 90 DEGREES 00 MINUTES WEST ALONG THE NORTH LINE OF SAID TRACT CONVEYED BY DOCUMENT NO.924018 A DISTANCE OF 140.00 FEET;THENCE NORTH 00 DEGREES 00 MINUTES WEST A DISTANCE OF 65.00 FEET;THENCE NORTH 90 DEGREES 00 MINUTES EAST A DISTANCE OF 240.00 FEET;THENCE SOUTH 00 DEGREES 00 MINUTES EAST A DISTANCE OF 120.00 FEET;THENCE NORTH 90 DEGREES 00 MINUTES EAST A DISTANCE OF 92.00 FEET;THENCE SOUTH 00 DEGREES 00 MINUTES EAST A DISTANCE OF 40.00 FEET TO THE POINT OF BEGINNING,EXCEPTING THEREFROM THAT PART DESCRIBED AS FOLLOWS: THAT PART OF THE EAST!/i OF THE WEST 'A OF SECTION 23,TOWNSHIP 36 NORTH,RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN,DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LAND CONVEYED TO NELSON E.SEYMOUR AND NORMA G. SEYMOUR,HIS WIFE,BY INSTRUMENT RECORDED IN BOOK 1896,PAGE 482,AS DOCUMENT NO.924018,AND RUNNING THENCE NORTH 90 DEGREES 00 MINUTES WEST,ALONG THE NORTH LINE OF SAID LAND CONVEYED BY DOCUMENT 924018,A DISTANCE OF 20.00 FEET TO THE POINT OF BEGINNING: THENCE CONTINUING NORTH 90 DEGREES 00 MINUTES WEST,ALONG SAID NORTH LINE OF THE LAND CONVEYED BY DOCUMENT NO.924018,A DISTANCE OF 120.00 FEET TO THE NORTHWEST CORNER THEREOF;THENCE NORTH 00 DEGREES 00 NIINUTES WEST A DISTANCE OF 65.00 FEET;THENCE NORTH 90 DEGREES 00 • �:��zr7>+�'zq-e��-^1.�:-:-'= C3_ .., .. _ .'F=--�_:�:r_ -- ...-, a_ ... -..- �'3=+�=z—Esc-'--'="-�n='�•�-- - -_- _-_-..-. .._. _ i MINUTES EAST A DISTANCE OF 120.00 FEET;THENCE SOUTH 00 DEGREES 00 I MINUTES EAST A DISTANCE OF 65.00 FEET TO THE POINT OF BEGINNING; PIN.06-03-23-111-007 • PARCFI.8 THAT PART OF THE EAST 12 OF THE NORTHEAST 1/4 OF SECTION 23,TOWNSHIP 36 NORTH,RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN,IN PLAINFIELD TWP.,WILL COUNTY ILLINOIS,LYING SOUTH AND WEST OF THE SOUTHERLY RIGHT OF WAY OF THE ELGIN,JOLIET AND EASTERN RAILROAD,AND WEST OF THE WESTERLY RIGHT OF WAY OF FEDERAL AID ROUTE NO. 34,CONTAINING 14.15 ACRES,MORE OR LESS. P.I.N.06-03-23-200-021 ALSO:THAT PORTION OP U.S.ROUTE 30 LYING SOUTHERLY AND WESTERLY OF PARCELS 2 AND 5 SECTION 23,TOWNSHIP 36 NORTH,RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN,ALL IN WILL COUNTY,ILLINOIS, I- • • EXHIBIT B REDEVELOPMENT PROJECT COSTS 32 Novak Construction Co. The Boulevard November 2019 updated costs per Manhard plans dated 10/11/2019 Site Preparation $728,000 General Conditions $342,000 Demolition $151,000 Surveying and Staking $55,000 Erosion Control $180,000 Grading $3,505,000 Earthwork $2,850,000 Topsoil Haul $955,000 Utilities $1,647,522 Utilities $1,647,522 Road Improvements: $5,628,000 Paving $1,905,000 Curbs and Walks: $160,800 Asphalt: $1,003,800 Bike Path: $57,000 Lighting: $685,000 Bridge $738,000 Renwick $1,475,000 Road improvement $1,200,000 Traffic signal $275,000 Route 30 $1,510,000 Road improvement $710,000 Traffic signal $550,000 Turn Lanes $250,000 Landscaping $1,192,350 General Landscape $184,000 Wetland Corridor $1,008,350 General Contractor $353,000 Overhead and Fee $353,000 Total Project Infrastructure Cost: $13,053,872 EXHIBIT B-1 DEDICATED PUBLIC IMPROVEMENTS 1. That portion of the roadway improvements and associated landscaping for Boulevard Place which is located in the Village of Plainfield; 2. The public water main as depicted on the Approved Plans; 3. The sanitary sewer main as depicted on the Approved Plans; 33 EXHIBIT C CERTIFICATE OF EXPENDITURE 34 VILLAGE OF PLAINFIELD,WILL COUNTY,ILLINOIS CERTIFICATE OF EXPENDITURE Pursuant to the Request for Certificate of Expenditure dated as of submitted by 55/30 Acquisition LLC,a copy of which is attached hereto and incorporated herein by reference as Exhibit A,the Village of Plainfield hereby certifies the expenditure of funds by 55/30 Acquisition LLC in the amount of$ , as reflected in Exhibit A, and approves payment to 55/30 Acquisition LLC in the amount so certified herein. Village of Plainfield, Illinois, a home rule municipal corporation By: Name: Title: Dated: EXHIBIT D REQUEST FOR CERTIFICATE OF EXPENDITURE 35 Village of Plainfield, Will County, Illinois Request for Certificate of Expenditure , 20 Village of Plainfield 24401 W. Lockport Street Plainfield IL 60544 Re: Redevelopment and Financing Agreement between the Village of Plainfield and 55/30 Acquisition LLC Concerning the Redevelopment and Financing Agreement as approved by the Village Board through Village Resolution (the "Agreement"). Dear • You are requested to issue a Certificate of Expenditure and to disburse funds from the pursuant to the Agreement described above in the amount(s) and for the purpose(s) set forth in this Request as funds become available per the terms of the Agreement. The terms used in this Request shall have the meanings given to those terms in the Agreement and the Illinois Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1 et seq. (the "Act"), as from time to time supplemented and amended. 1. Request for Certificate of Expenditure No.: 2. Payment Due to: 3. Amount requested to be Disbursed: 4. The amount requested to be certified and disbursed pursuant to this Request will be used to reimburse the Developer for those Redevelopment Project Costs detailed in the Agreement. Amounts will be disbursed according to the terms and conditions of the Agreement. 5. The undersigned states and certifies that: (i) The Developer has the right, power and authority to submit the request for payment and to perform its obligations under the Agreement. (ii) No Event of Default or condition or event which, with the giving of notice or passage of time or both, would constitute an Event of Default by the Developer under the Agreement exists and remains unremedied. (iii) The requested certification is for the Redevelopment Project Costs which are qualified for payment under this Agreement, the Act and applicable law. (iv) None of the items for which payment is requested has been the basis for a previous payment. (v) The amount of the requested payment has already been paid from the Developer to its construction manager or general contractor, or as may be applicable,paid directly by the Developer to its subcontractor or material supplier or others. (vi) The Developer has, to the best of its knowledge, obtained all government permits, certificates and consents (including, without limitation, appropriate environmental approvals)necessary for the work completed under the Certificate of Expenditure. (vii) The Developer is in substantial compliance with its material covenants under this Agreement and has satisfied any other preconditions to disbursement set forth herein. (viii) That no uncontested lien other than mortgage, mortgages or third party construction escrows exists against the Redevelopment Property. (ix) That the Developer has certified the work for which payment is sought has been completed. (x) That the Developer has completed and submitted to the Village such document as is reasonably necessary and customary for the conveyance of the Dedicated Improvements. 6. Attached to this Request for Reimbursement are copies of(i)the contract or contracts upon which the payment request is made, (ii) good and sufficient (partial or full) waivers of liens with respect to the payment requested, and (iii) proof in a form reasonably acceptable to the Village, such as a contractor's sworn statement or construction escrow disbursement statement,that the Developer has made the payments for which reimbursement is sought. Dated this day of , 20 55/30 Acquisition LLC By: Name: Title: State of Illinois ) ) SS. County of ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that , who is personally know to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he/she signed, sealed and delivered the said instrument, as his/her free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal this day of 20 Notary Public My commission expires Approved for payment this day of , 20 Village of Plainfield, Illinois, a home rule municipal corporation By: Name: Title: