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O-28-06 05/15/2006 VILLAGE OF LEMONT ORDINANCE NO. 0-28-06 AN ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF LEMONT,ILLINOIS AND MARQUETTE PROPERTY INVESTMENTS,INC.,IN CONNECTION WITH DOWNTOWN CANAL DISTRICT I REDEVELOPMENT PROJECT AREA AND RELATED MATTERS ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT This 15th day of May ,2006 Published in pamphlet form by authority of the President and Board of Trustees of the Village of Lemont,Counties of Cook,Will,and DuPage,Illinois this 15th day of May ,2006 ORDINANCE NO. P AN ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF LEMONT, ILLINOIS AND MARQUETTE PROPERTY INVESTMENTS, INC., IN CONNECTION WITH DOWNTOWN CANAL DISTRICT I REDEVELOPMENT PROJECT AREA, AND RELATED MATTERS WHEREAS, Marquette Property Investments, Inc. (the "Townbuilder"), has submitted a proposal to the Village of Lemont, Illinois (the "Municipality") for redevelopment of a part of the Municipality's Downtown Canal District I Redevelopment Project Area (the "Redevelopment Project Area"); and, thereafter, the Municipality and the Townbuilder have engaged in negotiations related to a Redevelopment Agreement (including all exhibits and attachments in connection therewith, as supplemented and amended, the "Redevelopment Agreement," with respect to which undefined terms herein shall have the meaning therein) concerning redevelopment incentives and assistance related to the preservation, development and redevelopment of a part of the Redevelopment Project Area. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND WILL COUNTIES,ILLINOIS, as follows: Section 1. Approval. The Redevelopment Agreement, in substantially the form thereof presented before the meeting of the President and Board of Trustees at which this ordinance is adopted, shall be and is hereby ratified, confirmed and approved, and the Village President and Village Clerk are authorized to execute and deliver the Redevelopment Agreement for and on behalf of the Municipality, with such modifications and revisions therein as the Municipality's officers executing the Redevelopment Agreement shall approve, such approval to be conclusively evidenced by execution and delivery, with no further authorization required other than this ordinance; and upon the execution thereof by the Municipality and the Townbuilder, the appropriate officers, agents, attorneys and employees of the Municipality are authorized to take all supplemental actions, including (i) the issuance from time to time of TIF Notes and/or Refunding TIF Notes under the Redevelopment Agreement and related Authenticating Orders from time to time, and (ii) the execution and delivery of related supplements and amendments and related supplemental approvals and consents, obligations (including TIF Notes, Refunding TIF Notes and Authenticating Orders) opinions, certificates, agreements (including Parking Agreements), instruments not inconsistent with the Redevelopment Agreement, desirable or necessary to implement and otherwise give full effect to the Redevelopment Agreement (and including without limitation the TIF Notes, and/or Refunding TIF Notes, as the case may be, and related Authenticating Orders). Upon full execution thereof, the Redevelopment Agreement shall be attached as an exhibit to this ordinance, but any failure to so attach shall not abrogate, diminish or impair the effect of the Redevelopment Agreement as fully executed. Section 2. Reimbursements. The Municipality reserves the right, and intends to, reimburse itself from incremental property taxes (not pledged under the Redevelopment Agreement) for redevelopment project costs paid from the Municipality's local improvement fund or from general funds. Further, the Municipality reserves the right, but is not obligated, to reimburse itself from proceeds of tax-exempt obligations up to the amount of its contribution to redevelopment project costs as set forth in the Redevelopment Agreement, under Section 1.150-2 of the Income Tax Regulations. Section 3. Bid Waiver. Pursuant to Section 8-9-1 of the Illinois Municipal Code bidding requirements, if any, related to the Redevelopment Agreement and related documents and related contracts entered into or to be entered into shall be and are hereby waived. The Townbuilder shall be responsible for compliance with applicable law related to the Redevelopment Agreement, including without limitation the Prevailing Wage Act. Section 4. Effective. This ordinance shall be in full force and effect in the manner provided by law. Upon motion by Trustee Cowles , seconded by Trustee Stapleton , adopted this 15 day of May, 2006, by roll call vote, as follows: AYES (Names): Blatzer, Coules, Reaves, Miklos, Stapleton, Virgilio NAYS (Names): ABSENT (Names): Approved this 15 day of May, 2006. (SEAL) �= lmwsiNK Village ''resident, Vi lage if emont, Cook, DuPag; and Will Counti:., linois Attest: 1 i lage Clerk, Village of Lemont, Cook, DuPage and Will Counties, Illinois -2- MINUTES VILLAGE BOARD MEETING May 15,2006 The regular meeting of the Lemont Village Board took place on Monday,May 15,2006 at 7:00 p.m., President John Piazza presiding. Roll call: Blatzer, Miklos, Reaves, Stapleton, Virgilio present. Coules absent. AUDIENCE PARTICIPATION-AGENDA ITEMS I. MAYOR'S REPORT Mayor Piazza announced that the Board would take action on the ordinance presented approving a Redevelopment Agreeement with Marquette Companies in connection with downtown redevelopment,but would delay execution of the agreement until several conditions have been met. ORDINANCES Ordinance 0-28-06-Ordinance Approving a Redevelopment agreement By and Between the Village of Lemont nd Marquette Property Investments,Inc., in Connection with Downtown Canal District I Redevelopment Project Area and Related Matters.Motion by Coules,seconded by Stapleton, to adopt said ordinance. Roll call: Blatzer, Coules, Miklos, Reaves, Stapleton, Virgilio; ayes. Motion passed. II. OLD BUSINESS III. NEW BUSINESS IV. EXECUTIVE SESSION V. ACTION ON CLOSED SESSION ITEMS VI. ADJOURNMENT There being no further business,a motion was made by Stapleton, seconded by Coules,to adjourn the meeting at 7:18 p.m. Voice vote: 6 ayes. Motion passed. STATE OF ILLINOIS ) COUNTY OF COOOK ) SS. VILLAGE OF LEMONT ) CERTIFICATION OF ORDINANCE I, Charlene M. Smollen, do hereby certify that I am the duly selected, qualified and acting Village Clerk of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Municipality"), and as such official I am the keeper of the records and files of the Municipality and of its President and Board of Trustees (the "Corporate Authorities"). I do further certify that the attached ordinance constitutes a full, true and correct excerpt from the proceedings of the Municipality's Corporate Authorities held on May 15 , 2006, insofar as same relates to the adoption of Ordinance No. 0-28-06 , entitled: AN ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF LEMONT, ILLINOIS AND MARQUETTE PROPERTY INVESTMENTS, INC., IN CONNECTION WITH THE DOWNTOWN CANAL DISTRICT I REDEVELOPMENT PROJECT AREA, AND RELATED MATTERS, a true, correct and complete copy of which ordinance as adopted at such meeting appears in the minutes of such meeting and is hereto attached. Such ordinance was adopted and approved on the date thereon set forth by not less than a affirmative vote of a majority of the Corporate Authorities and approved by the Village President on the date indicated thereon. I do further certify that the deliberations of the Corporate Authorities on the adoption of the above ordinance were taken openly, that the vote on the adoption of such ordinance was taken openly and was preceded by a public recital of the nature of the matter being considered and such other information as would inform the public of the business being conducted, that such meeting was held at a specified time and place convenient to the public, that the Agenda for the meeting was duly posted at the Village Hall at least 48 hours prior to the meeting, that notice of such meeting was duly given to all of the news media requesting such notice, that such meeting was called and held in strict compliance with the provisions of the Illinois Municipal Code, as amended, and that the Corporate Authorities have complied with all of the applicable provisions of such laws and such Code and their procedural rules in the adoption of such ordinance. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the Village of Lemont, Illinois, this 15th day of May , 2006. /u (SEAL) Village Clerk TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS/REPRESENTATIONS 1.1 Definitions 2 1.2 Construction 11 1.3 Representations and Warranties of the Municipality 11 1.4 Representation and Warranties of the Townbuilder 12 1.5 Disclaimers Warranties of the Municipality 13 ARTICLE II. TOWNBUILDER DESIGNATION 2.1 Townbuilder Designation 13 2.2 Townbuilder to Submit Costs 14 2.3 Townbuilder Limitation. 14 ARTICLE III. ACQUISITION AND CONSTRUCTION OF THE DEVELOPMENT PROJECT 3.1 Development Project and Schedules 15 3.1.1 Townbuilder 15 3.1.2 Municipality 19 3.2 Development Plans 19 3.2.1 Approvals of Concept Site Plan and Development Plans 19 3.2.2 Changes 20 3.3 Townbuilder to Undertake the Development Project. 20 3.3.1 Construction Contracts. 21 3.3.2 Compliance with Applicable Law 21 3.4 Changes 21 3.5 Acquisition of Development Property by Negotiation 21 3.6 Municipality Approvals 22 3.7 Certification of Substantial Completion 22 3.8 Construction Escrow . 22 ARTICLE IV. INFRASTRUCTURE /REDEVELOPMENT ACTIVITIES 4.1 Infrastructure 22 4.2 Financing 23 4.3 Building Materials 25 4.4 Front Street/River Road Infrastructure 25 4.5 Parking Agreements 25 4.6 Parking Structure/Restrictive Covenant 30 ARTICLE V. COLLECTION AND USE OF TIF REVENUES 5.1 Certificate of Total Initial Equalized Assessed Value 30 5.2 Special Tax Allocation Fund 30 5.3 TIF Note 31 -i- REDEVELOPMENT AGREEMENT by and between the VILLAGE OF LEMONT,ILLINOIS, And MARQUETTE PROPERTY INVESTMENTS,INC., as Townbuilder dated as of May 15,2006 II 5.4 Refunding TIF Note 31 5.5 Payment and Discharge 32 5.6 Equity Sharing 33 ARTICLE VI. GENERAL PROVISIONS 6.1 Assignment. 33 6.2 Remedies 33 6.3 Force Majeure. 34 6.4 Notices. 34 6.5 Conflict of Interest. 35 6.6 Insurance. 35 6.7 Inspection. 36 6.8 Choice of Law 36 6.9 Entire Agreement;Amendment 36 6.10 Counterparts 36 6.11 Severability. 36 6.12 Representatives Not Personally Liable 36 6.13 Actions Contesting the Validity and Enforceability of the Redevelopment Plan. 37 6.14 Release,Defense,and Indemnification. 37 6.15 Covenant to Comply with Applicable Laws 39 6.16 Recordable Memorandum 39 6.17 Survival 39 6.18 Term 39 EXHIBITS EXHIBIT A Legal Description of Development Property P p rtY EXHIBIT A-1 Concept Site Plan EXHIBIT B Form of Certificate of Substantial Completion EXHIBIT C Form of Certificate of Qualified Project Costs/Requisition EXHIBIT D Pro Forma EXHIBIT E Form of TIF Note EXHIBIT E/R Form of Refunding TIF Note EXHIBIT F Form of Bill of Sale/Hold Harmless Agreement/and Insurance Requirements EXHIBIT G Consent/Approval Form EXHIBIT H Parking Structure/Declaration of Covenants&Restrictions EXHIBIT I Contractor Certifications EXHIBIT J Condominium Association Acceptance -ii- F REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT(this "Agreement")is made and entered into as of this 15th day of May,2006,by and between the VILLAGE OF LEMONT,ILLINOIS,a municipal corporation of the State of Illinois(the"Municipality"),and MARQUETTE PROPERTY INVESTMENTS,INC.,an Illinois corporation (the "Townbuilder"). (Certain capitalized terms used herein shall have the meanings ascribed to them in Article I of this Agreement,except as they may be defined elsewhere in this Agreement.) RECITALS WHEREAS,pursuant to the Tax Increment Allocation Redevelopment Act, Chapter 65, Sections 5/11-74.4-1 through 5/11-74.4-11 of the Illinois Compiled Statutes, as supplemented and amended (the "Act"),the President and Board of Trustees,by Ordinance Nos.0-37-05,0-38-05, and 0-39-05 adopted and approved on April 18,2005 (as supplemented and amended, including by Ordinance No. 0-33-05,adopted April 11,2005, collectively,the `Approving Ordinances"),(i)approved a redevelopment plan and project titled "Downtown Canal District I Redevelopment Plan and Project" (the "Redevelopment Plan," and includes the related "Redevelopment Project"), (ii)designated the "Downtown Canal District I Redevelopment Project Area" within the Municipality(the "Redevelopment Area"), and (iii)adopted tax increment allocation finance("TIF")for the Redevelopment Area,all as set forth in the Approving Ordinances and in accordance with the requirements of the Act;and WHEREAS, in furtherance of the redevelopment of a part of the Redevelopment Area, the Townbuilder proposes to undertake the redevelopment of the first Phase("Phase I")of the Redevelopment Area, such Phase 1 constituting a part of the Redevelopment Area to be owned, acquired, or otherwise controlled by the Townbuilder and developed and redeveloped as provided in this Agreement(the "Phase 1 Development Property,"as described in Exhibit A to this Agreement,as supplemented and amended under this Agreement); and WHEREAS, the Townbuilder desires to redevelop the Development Property and make certain infrastructure improvements as set forth in this Agreement,consistent with the Redevelopment;and WHEREAS,pursuant to provisions of the Act,the Municipality is authorized to make and enter into all contracts necessary or incidental to the implementation and furtherance of the Redevelopment Plan,to pay directly or to issue one or more TIF Notes(each a"TIF Note")or Refunding TIF Notes(each a"Refunding TIF Note") as evidence of the Municipality's special and limited obligation to pay certain redevelopment project costs incurred in furtherance of the Redevelopment Plan(the"Redevelopment Project Costs"),and/or to apply Incremental Taxes and/or to pledge certain Incremental Taxes to the payment of the TIF Notes and/or the Refunding TIF Notes;and WHEREAS, in accordance with the Redevelopment Plan and the Act,the President and Board of Trustees adopted Ordinance No. on May 15,2006,authorizing this Agreement; and WHEREAS,the President and Board of Trustees hereby ratifies and affirms its determination that the approval of the Redevelopment Plan and the fulfillment generally of this Agreement are in the best interests of the Municipality, and the health, safety, morals and welfare of its residents, and in accord with the public purposes set forth in the Redevelopment Plan and the Act. 1 AGREEMENT Now,therefore, in consideration of the above premises and the promises contained herein and other good and valuable consideration,the adequacy and sufficiency of which are hereby acknowledged,each party hereto hereby agrees as follows: ARTICLE I. DEFINITIONS/REPRESENTATIONS 1.1 Definitions. As used in this Agreement, the following words and terms shall have the following meanings: "Act"or "TIF Act"means the Tax Increment Allocation Redevelopment Act,Chapter 65,Sections 5/11-74.4-1 through 5/11-74.4-11 of the Illinois Compiled Statutes,as amended. "Adjacent Sidewalks"shall have the meaning below in this Paragraph 1.1 under"Phase 1A Private Development". "Affiliate"with respect to the Townbuilder means a limited partnership,limited liability company or corporation,the operational control of which is not less than 51%in the Townbuilder or in the shareholders of the Townbuilder and of which the Townbuilder and/or such shareholders in fact have operational control. Agreement"means this Redevelopment Agreement,as the same may be from time to time in writing modified, amended,or supplemented by the Municipality and the Townbuilder. "Applicable Building Codes" shall have the meaning in Paragraph 3.3 of this Agreement. Applicable Law" shall all mean all federal, state n a d local laws, ordinances, resolutions, codes, regulations and standards, including Applicable Building Codes. "Authenticating Order"means,if at all,one or more certificates signed by the Village President,and attested by the Village Clerk,under the Municipality's seal,in a form approved by the Municipal Attorney or Special TIF Counsel,directing or ordering the authentication and delivery of,as applicable,any TIF Note or Refunding TIF Note and further setting forth and specifying details of the applicable Notes,including but not limited to payment dates, interest rate or rates(not to exceed as provided in the Bond Authorization Act), interest and principal and interest coming due in each applicable payment period, Phase references, series designations,priorities(subordinate or superior)for the Notes,arbitrage,rebate,yield restrictions,exchange and transfer,registration,taxable and/or tax-exempt features,the issuance of any TIF Note and/or Refunding TIF Note in installment form in lieu of serial form or in serial form in lieu of installment form,as the case may be,any nominal party,optional and mandatory prepayment and/or redemption provisions,series designations, designation of a registrar and/or paying agent and/or other agents, and investment restrictions, and full authority is hereby given to the Village President to certify and specify such terms,without any further action by the Governing Body than this Agreement, or(ii)the Governing Body in supplemental proceedings shall approve,in either case other than as set forth in this Agreement. 2 "Authorized Townbuilder Representative"means the individuals executing this Agreement(or such other persons designated in writing filed with the Village Clerk)who each shall have full authority on behalf of the Townbuilder to execute all further and supplemental documents, instruments and agreements, specifications,waivers, and authorizations,to give all specifications,waivers,consents and approvals,and to take all further supplemental actions,to give full effect for the Townbuilder under this Agreement. "Authorized Municipal Representative"means the Village President or the Village Administrator (or the Village President's or Village Administrator's designee or designees in writing filed with the Village Clerk and with an Authorized Townbuilder Representative), who each shall have full authority on behalf of the Municipality to the extent lawful to execute all further and supplemental documents, instruments and agreements, specifications, waivers and authorizations, to give all specifications, waivers, consents and approvals and authorizations, and to take all further supplemental actions, to give full effect for the Municipality under this Agreement. "Bill of Sale"means the Bill of Sale in substantially the form in Exhibit F, attached hereto and incorporated herein by reference. "Certificate of Qualified Project Costs/Requisition"means one or more documents substantially in the form of Exhibit C,attached hereto and incorporated herein by reference,delivered by the Townbuilder to the Municipality in accordance with this Agreement and evidencing Qualified Project Costs incurred in furtherance of implementation of the applicable Redevelopment Activities,together with supporting contracts, agreements,receipts,invoices,time records,or other certifications and showings with respect to payment due or to become due clearly connecting the amount and the applicable Redevelopment Activities and Qualified Project Costs to authorized expenditures under the Agreement for the applicable Phase of the Development Project(which may,if sufficient,be the same as required by the Townbuilder's lender in connection with such Phase). "Certificate of Substantial Completion"means one or more documents substantially in the form of Exhibit B, attached hereto and incorporated herein by reference, delivered by the Townbuilder to the Municipality in accordance with this Agreement and evidencing the Townbuilder's satisfaction of all obligations and covenants to implement all or the specified functional portion of the Redevelopment Activities. "Code"means the Internal Revenue Code of 1986, as amended. "Concept Site Plan"means a preliminary plan sheet(or sheets),attached to this Agreement as Exhibit A-1 and incorporated herein by reference herein,depicting the conceptual program for the Phase 1 Private Development and Phase lA Infrastructure to be designed,acquired,constructed and installed in accordance with this Agreement. "Condominium Association"means a condominium association under Applicable Law in connection with the residential units in the Phase 1A Private Development "Consent/Approval Form" means the Consent/Approval, Etc. Form substantially in the form of Exhibit G, attached hereto and incorporated herein by reference, delivered by the Municipality and/or the Townbuilder,as the case may be,which when fully executed shall be appended to the Municipality's originally signed copy of this Agreement,but any failure to so append shall not abrogate,diminish or impair the effect 3 thereof, with respect to all supplemental authorizations,waivers,specifications,consents and approvals under or in connection with this Agreement. "Construction Advances"means the amount of any Certificate of Qualified Project Costs delivered by the Townbuilder to the Municipality in accordance with of this Agreement,which amount represented by such Certificate of Qualified Project Costs has been approved by the Municipality and for which TIF Notes or other payment or reimbursement shall be provided by the Municipality,at the times,in the manner,with the effect and subject to the limitations set forth in this Agreement. "Construction Escrow Agreement"means a construction disbursement escrow agreement by and among the Municipality, the Townbuilder and a recognized title insurance company that administers such construction disbursement escrow agreement,in connection with the financing and disbursement of funds for the Parking Structure. "Construction Management Services" includes: (1) services provided in the planning and pre- construction phases of a construction project including,but not limited to,consulting with,advising,assisting, and making recommendations to the Municipality, Townbuilder and architect, engineer, or licensed land surveyor on all aspects of planning for project construction;reviewing all plans and specifications as they are being developed and making recommendations with respect to construction feasibility,availability of material and labor, time requirements for procurement and construction and projected costs;making,reviewing, and refining budget estimates and other available information; making recommendations to the Municipality, Townbuilder and the architect or engineer regarding the division of work in the plans and specifications to facilitate the bidding and awarding of contracts;soliciting the interest of capable contractors and taking bids on the project;analyzing the bids received;and preparing and maintaining a progress schedule during the design phase of the project, preparation of a proposed construction schedule, and coordination of the Parking Structure work and other Phase 1 Infrastructure with the Phase 1 Private Development; and (2) services provided in the construction phase of a project including,but not limited to,maintaining competent supervisory staff to coordinate and provide general direction of the work and progress of the contractors on the project; directing the work as it is being performed for general conformance with working drawings and specifications; establishing procedures for coordinating among the Municipality, Townbuilder, architect or engineer, contractors, and construction manager with respect to all aspects of a project and implementing those procedures; maintaining job site records and making appropriate progress reports and payroll records under paragraph 3.1.1(k);reviewing the safety and equal opportunity programs of each contractor for conformance with the public owner's policy and making recommendations;reviewing and processing all applications for payment by involved contractors and material suppliers in accordance with the terms of the contract;making recommendations and processing requests for changes in the work and maintaining records of change orders; scheduling and conducting job meetings to ensure orderly progress of work; developing and monitoring a project progress schedule,coordinating and expediting the work of all contractors and providing periodic status reports to the Municipality, Townbuilder and the architect or engineer; establishing and maintaining a cost control system and conducting meetings to review costs, and coordination of the Parking Structure and Walkways work with the Phase 1 Private Development. "Construction manager"means any individual,sole proprietorship,firm,partnership,corporation or other legal entity providing construction management services for the Phase 1 Private Development and the Phase 1 Infrastructure. "Construction Period Interest"means,(with respect to Phase 1A),the interest during the construction period of the public portion of the Parking Structure and of the Walkways and the Plaza/Square in connection 4 with the TIF Note, to be included as an endorsement of a capital cost on such TIF Note as provided in paragraph 4.2(c). "Contractor Certifications"means,as applicable to contracts for any Phase,all certifications required by Applicable Law and include the certificates set forth in Exhibit I,attached hereto and incorporated herein by reference. "Design-build"means a delivery system that provides responsibility within a single contract for the furnishing of architecture, engineering, land surveying and related services as required, and the labor, materials, equipment,and other construction services for a project. "Design-build contract"means a contract to furnish architecture,engineering, land surveying, and related services as required,and to furnish the labor,materials,equipment,and other construction services for a project,and which may allow modifications in the project scope without invalidating the design build contract and this Agreement. "Development Account"means the account within the Special Allocation Fund designated as the "Marquette Property Development Account" (which may be further identified by reference to a particular Phase,as applicable)into which Incremental Taxes shall be initially deposited or credited. "Development Inspector"means a building inspector or a qualified civil engineering firm or licensed engineer or architect to be selected and retained by the Townbuilder (who may be as designated by the Townbuilder's lender) and/or the Municipality from time to time, as the case may be,the fees and costs of whom shall be reasonable, shall be subject to payment in connection with the Private Development and the Parking Structure, the Plaza/Square and the Walkways from the Development Account (including as a Qualified and/or Project Cost endorsed on a TIF Note) and in connection with the Front Street/River Road Infrastructure from available funds of the Municipality, subject to reimbursement from the Municipality Account,and shall be deemed Qualified Project Costs subject to Article IV hereof. "Development Plans"means reasonably detailed and specific plans,drawings,specifications,cost estimates, construction schedules and related documents for the design, acquisition, construction and installation of each Phase of the Development Project and the related Infrastructure and related,together with all supplements, amendments or corrections thereto, submitted by the Townbuilder in accordance with this Agreement. "Development Project" means the applicable Private Development, Infrastructure and related facilities and improvements referenced in this Agreement,including without limitation the implementation of the Redevelopment Activities within the Development Property, to be undertaken in one or more Phases: Phase 1A and one or more Subsequent Development Phases. "Development Property" means real property owned, acquired or otherwise controlled by the Townbuilder on which the applicable Phase of the Private Development is to be constructed, located in the Redevelopment Area,as further described for the Phase 1 Development Property(comprised of the Phase 1 A and Phase 1B and Phase 1C Development Properties)in Exhibit A,attached hereto and incorporated herein by reference, and is agreed upon from time to time by one or more written supplements or amendments to this Agreement. 5 "Downtown District Regulations"means SECTION VIIUDD,as supplemented by other applicable ordinances, codes and regulations of the Municipality, of the Zoning Ordinance of the Municipality, and includes any recodification thereof. "Front Street/River Road Infrastructure"shall have the meaning below in the definition of Infrastructure. "Governing Body"means the Municipality's President and Board of Trustees. "Hold Harmless Agreement" means the Hold Harmless Agreement in substantially the form in Exhibit F,attached hereto,and made a part hereof(within which reference therein to"Contractor"shall mean the Townbuilder). "IDOT"means the Illinois Department of Transportation. "Impositions"shall mean all taxes,assessments,use and occupancy taxes,charges,excises,license and permit fees, and other charges by public or government authorities, general and special, ordinary and extraordinary,foreseen and unforeseen,which are or may be assessed,charged,levied,or imposed by applying applicable public or government authorities on or in connection with the Parking Structure or any portion thereof or with respect to any property located thereon or any business conducted thereon. "Insurance Requirements"means the Insurance Requirements in substantially the form in Exhibit F, attached hereto, and made a part hereof(within which reference therein to "Contractor" shall mean the Townbuilder). "Incremental Taxes"means,net of all amounts constituting Surplus,as herein defined,and net of all amounts required by operation of applicable law to be paid to others (for example, to school districts and library districts under Section 11-74.4-3(n)7.5 and—3(n)7.7 of the TIF Act), 100%of all amounts constituting ad valorem taxes, if any, arising from the levies upon taxable real property in the applicable Development Property by taxing districts and tax rates determined in the manner provided in paragraph(c)of Section 11- 74.4-9 of the TIF Act attributable to the increase in the current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in such Development Property (and for Phase 1A includes all of the Phase 1 Development Property)over and above the initial equalized assessed value of such property in the applicable Development Property (and for Phase IA includes all of the Phase 1 Development Property)shall be allocated to and when collected shall be paid to the Municipality's Treasurer who shall credit such taxes to the "Special Tax Allocation Fund" to be deposited into or credited to the Development Account of the Special Allocation Fund in accordance with this Agreement. "Infrastructure" means, as applicable to a particular Phase, the acquisition, construction and installation by the Municipality or the Townbuilder(or by the Townbuilder as agent for the Municipality as provided in this Agreement),as the case may be, of public infrastructure,facilities and improvements within or adjacent to the Development Property,all to be in compliance with the Municipality's generally Applicable Building Codes,as shall be shown in the Development Plans,as follows: Phase 1A. The Infrastructure for Phase 1A (collectively, the "Phase lA Infrastructure") shall consist of the acquisition, construction (which shall include reconstruction, extensions and improvements, as applicable) of the following: (i) the Parking Structure; (ii) Front Street (from Stephen Street to Ed Bossert Street and River Road (to a point just west of 340 River Road (the 6 location of the Private Development within the Development Property)),in each case including related curbs,gutters,sidewalks,streetscape(including planters,lighting and other furnishings),waterlines, sanitary sewers and storm sewers (collectively, (ii) constitutes the "Front Street/River Road Infrastructure"); (iii)the Plaza/Square; and(iv)the Walkways. Subsequent Development Phases. The Infrastructure for Subsequent Development Phases ("Subsequent Phase Infrastructure") shall be as agreed upon from time to time by one or more written supplements or amendments to this Agreement. "Master Plan"or "Regulating Plan"means a general development plan for the downtown Lemont area(including the Redevelopment Area),as contained in the Downtown District Regulations as the "Illustrative Master Plan"(including as recodified). "Material Changes"means those changes that could reasonably be expected to result in a decrease of at least twenty percent (20%) of the aggregate amount of Incremental Taxes to be generated from the applicable Development Property. "Municipality"means the Village of Lemont,Illinois,a municipal corporation organized and existing under the laws of the State of Illinois. "Municipality Account"means the account by that name within the Special Tax Allocation Fund,as described in this Agreement, into which TIF Revenues derived from the Redevelopment Area, other than Incremental Taxes(which Incremental Taxes are to be deposited or credited to the Development Account)are to be deposited or credited. "Municipality Approvals" means all plat approvals, re-zoning or other zoning changes, site plan approvals, conditional use permits, building permits, storm water management plan approvals or other subdivision,zoning,building or similar approvals required for the implementation of the Development Plans and the Development Project and consistent with the Act,the Concept Site Plan, and this Agreement. "Municipal Attorney"means the Municipality's duly selected Village Attorney or any attorney at law or a firm of attorneys acceptable to the Municipality in general matters pertaining to municipal law and duly admitted to the practice of law before the highest court of the State of Illinois. "Notes"means, collectively,the TIF Notes and the Refunding TIF Notes. "Parking Agreement"means,subject to paragraph 4.5,one or more licenses,permits or other user agreements with respect to the use by residential unit purchasers of the Private Parking Spaces. "Parking Declaration"means the Declaration of Covenants and Restrictions in substantially the form in Exhibit H, attached hereto and incorporated by reference. "Parking Spaces"means the parking spaces within the Parking Structure. "Parking Structure"means a public parking deck (five (5) floors) of approximately 262 parking spaces,the exact nature of which to be agreed upon in the Development Plans therefor,of which 180 parking spaces are to be available to the general public as separately identifiable public parking spaces, and the balance of the parking spaces(not to exceed 82)are to be separately identifiable and available to particular 7 residential units in Phase IA, by licenses,permits or other use agreements supplemental to this Agreement, with a controlled access mechanism or permits,as the case may be,for specified residential units in Phase 1 A, and allowing public access to the 180 public parking spaces. "Parking Term";with respect to the Parking Spaces for residential units in Phase IA and subject to the terms and provisions of this Agreement(including without limitation,Paragraph 4.5),a term of ninety- nine(99)years for each of the licenses, permits or other use agreements with owners of residential units in Phase 1A, based upon a commencement date for the Parking Term as set forth in Paragraph 4.5(d). "Paying Agent" and `Registrar" means, for Notes, and subject to an applicable Authenticating Order,the Village Treasurer, or his/her designee. "Payment Date" with reference to any Note,means the Payment Date or payment date set forth in an applicable Note,or if such day is not a business day,the first business day thereafter,beginning with the first Payment Date specified in the applicable Note until the earlier of payment or the final maturity date of, as applicable, the TIF Note and/or the Refunding TIF Note. "Phase"means,as applicable, Phase 1 A and a Subsequent Development Phase. "Phase 1A"means, within the Phase 1 Development Property,the first Phase of the Development Project as generally described in Paragraph 3.1.1 (d), including the related Phase IA Infrastructure. "Phase 1 Development Property"means the real estate designated as Phase 1 Development Property in Exhibit A hereto,on and within which Phase 1 will be undertaken,comprised,collectively,of(i)the Phase IA Development Property(also known as"340 Front Street"); (ii)the Phase I B Development Property(also known as the"Post Office Site");and(iii)the Phase 1C Development Property(also known as "230 River Road"). "Phase lA Development Property"means,within the Phase 1 Development Property,the real estate designated as the Phase lA Development Property in Exhibit A hereto,on and within which Phase lA is to be undertaken. "Phase IB Development Property"means,within the Phase 1 Development Property,the real estate designated as the Phase 1B Development Property in Exhibit A hereto,on and within which Phase 1B is to be undertaken. "Phase 1C Development Properry"means,within the Phase 1 Development Property,the real estate designated as the Phase IC Development Property in Exhibit A hereto,on and within which Phase IC is to be undertaken. "Phase lA Infrastructure"shall have the meaning above in "Infrastructure." "Phase 1A Lender" or "Phase 1A lender" each means the Townbuilder's lender or lenders in connection with the Phase 1 A Private Development, the Parking Structure, the Plaza/Square and the Walkways. 8 "Phase IA Loan Documents"includes all of the loan agreement(s),mortgage(s),security instruments and other loan documentation by and between the Townbuilder and the Phase 1 A Lender(s)in connection with the Phase lA Private Development,the Plaza Square,the Tower,the Walkways and the Parking Structure. "Phase IA Municipal Mortgage"means a mortgage(howsoever styled)of the Parking Structure and the related real estate by the Municipality to the Townbuilder's lender to secure up to $3,383,170 principal amount of first lien debt in connection solely and only with the Parking Structure. "Phase IA Private Development"means the design,acquisition,construction and installation of an approximate 135,540 square-foot,five(5)story mixed use residential/office/commercial development(ground floor office and commercial and up to 16 units of residential and 4 floors of residential for a total of up to 98 residential units and the adjacent sidewalks(the"Adjacent Sidewalks"),to be served by the Parking Spaces in the Parking Structure serving residential units. "Plaza/Square"means the approximate 3,500 sq.ft. "Plaza/Square"area in the Southwest corner of the Phase 1 Development Property,as designated in the Concept Site Plan for Phase 1 (Exhibit A-1). "Private Development" means the private residential, commercial and mixed use facilities to be acquired,constructed and installed in Phases as a part of the Development Project within the Redevelopment Area by the Townbuilder. "Pro Forma" shall have the meaning in Paragraph 5.6 and shall be as set forth in Exhibit D, attached hereto and incorporated herein by reference. "Qualified Project Costs"means only those costs associated with the Redevelopment Activities that are qualified under Article IV hereof, which shall not exceed the aggregate sum set forth in Exhibit E, attached hereto and incorporated herein by reference. "Redevelopment Area"means the Municipality's Downtown Canal District I Redevelopment Project Area as described in the Redevelopment Plan. "Redevelopment Activities"means for any Phase the specified Infrastructure to be designed,acquired, constructed and installed by the Municipality(including by the Developer as the Municipality's agent as herein provided)and/or the Townbuilder,as the case may be,and the Private Development and Infrastructure to be designed,acquired,constructed and installed by the Townbuilder,as set forth in this Agreement(including as supplemented and amended)and the applicable Concept Site Plan and Development Plans. "Redevelopment Plan"means the redevelopment plan titled the "Downtown Canal District I Redevelopment Plan and Project" duly approved and adopted by the President and Board of Trustees and as such Redevelopment Plan has been No. 0-37 -OS adopted on April 18,2005, P pursuant to Ordinance N p P supplemented and amended and may be supplemented and amended from time to time. "Redevelopment Project" means the redevelopment project under the TIF Act described in the Redevelopment Plan. 9 "Redevelopment Project Costs"means and includes the sum total of all reasonable or necessary costs incurred or estimated to be incurred in undertaking Redevelopment Activities and any such costs incidental to the Redevelopment Plan and the Redevelopment Project,which include,subject to the Redevelopment Plan, the "redevelopment project costs" under Section 11-74.4-3(q) of the TIF Act in connection with the acquisition,construction,and installation of the Development Project in the manner provided by the TIF Act and,as applicable to Phase 1, Paragraph 4.8 of this Agreement. "Refunding TIF Note"means, subject to an applicable Authenticating Order, each TIF note obligation of the Municipality,in substantially the form set forth in Exhibit E/R,which shall bear interest at a rate or rates percent per annum, fixed or variable, not exceeding the maximum authorized by the Bond Authentication Act,as available by the Authorized Municipal and Townbuilder Representatives to refund TIF Notes issued pursuant to this Agreement. "Residential Units" means the condominium residential units within the Phase 1 A Private Development. "Special Tax Allocation Fund"means the designated"special tax allocation fund"under the TIF Act for the Redevelopment Area. "Special TIF Counsel"means an attorney at law or a firm of attorneys acceptable to the Municipality of nationally recognized standing in matters pertaining to TIF and the issuance of obligations(including on a tax-exempt basis)issued by states and their political subdivisions duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia. "Subsequent Development Phase"means one or more Phases of the Private Development after(or concurrently with,as the case may be)Phase lA or another Subsequent Development Phase with respect to which payable or reimburseable Redevelopment Project Costs,constituting Qualified Project Costs,shall be as agreed upon from time to time by one or more written supplements or amendments to this Agreement. "Subsequent Phase Development Area"means the real estate within the Redevelopment Area for each applicable related Subsequent Development Phase(i.e.,Phase 1B,Phase 1C,Phase 2, etc.). "Subsequent Phase Private Development"means the design,acquisition,construction and installation of Private Development within the applicable Subsequent Phase Development Area subsequent (or concurrently,as the case may be)to Phase IA or another Subsequent Development Phase. "Surplus" means that portion of TIF Revenues declared to be surplus or paid (or required by applicable law to be declared surplus or paid)(i)by the Municipality or(ii)by operation of applicable law,and to be passed through to each applicable affected taxing district on a pro rata basis or otherwise as required by applicable law. "Tax-exempt"with reference to an obligation means that the interest thereon is excluded from gross revenue for federal income tax purposes. "Taxable"or "taxable"with reference to an obligation means that the interest thereon is not tax- exempt. "TIF"means tax increment financing under the TIF Act. 10 "TIF Note"means, subject to an applicable Authenticating Order, each TIF note obligation of the Municipality,in substantially the form set forth in Exhibit E,which shall bear interest at a rate or rates percent per annum,fixed or variable, not exceeding the maximum allowed by the Bond Authorization Act,as arranged by the Authorized Municipal and Townbuilder Representatives. "TIF Revenues"means all moneys constituting incremental taxes or other specified revenue sources derived from the Redevelopment Area on deposit in the designated accounts of the Special Allocation Fund in accordance with this Agreement,the Redevelopment Plan and the TIF Act. "Tower"means that part of the Phase 1 A Private Development designated as the Tower in the Concept Plan(Exhibit A-1). "Townbuilder"means Marquette Property Investments,Inc.,an Illinois corporation,or its successors or assigns in interest as authorized by this Agreement. "Walkways"means the public walkways around the Parking Structure, and includes(i) the public Walkway connection to the Front Street right-of-way pedestrian area and the Plaza/Square to that part of the Walkway around the Parking Structure,(ii)the land, if any,between the Walkways surrounding the Parking Structure and the Plaza/Square, and(iii)a public Walkway under the Tower. 1.2 Construction. This Agreement,except where the context by clear implication shall otherwise require, shall be construed and applied as follows: (a) definitions include both singular and plural. (b) pronouns include both singular and plural and cover all genders; and (c) headings of sections herein are solely for convenience of reference and do not constitute a part hereof and shall not affect the meaning,construction or effect hereof. (d) all exhibits attached to this Agreement shall be and are operative provisions of this Agreement and shall be and are incorporated by reference in the context of use where mentioned and referenced in this Agreement. (e) The term"commence"or"commenced"or"commencement,"and the like,with reference to construction by the Townbuilder or the Municipality, as applicable shall mean that the Townbuilder or Municipality(i)has executed construction contracts;and(ii)has all financing in place with no material or substantial contingencies on drawing against the loan(s);and(iii) that the applicable contractor(s) has (have) mobilized on the construction site for the contracted work. (f) This shall also constitute an intent to reimburse under Section 1.150-2 of the Income Tax Regulations related to costs advanced. 1.3 Representations and Warranties of the Municipality. In order to induce the Townbuilder to enter into this Agreement, the Municipality hereby makes certain representations and warranties to the Townbuilder,as follows: 11 (a) Organization and Standing The Municipality is a non-home rule municipality duly organized,validly existing and in good standing under the Constitution and laws of the State of Illinois. (b) Power and Authority. The Municipality has full power and authority to execute and deliver this Agreement and to perform all of its agreements, obligations and undertakings hereunder. (c) Authorization and Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of the Municipality's Corporate Authorities. This Agreement is a legal, valid and binding obligation of the Municipality, enforceable against the Municipality in accordance with its terms,except to the extent that any and all fmancial obligations of the Municipality under this Agreement shall be limited to the availability of Incremental Taxes and other revenue sources therefor as may be specified in this Agreement and that such enforceability may be further limited by laws, rulings and decisions affecting remedies, and by bankruptcy, insolvency, reorganization,moratorium or other laws affecting the enforceability of debtors' or creditors' rights, and by equitable principles and matters of public policy. (d) No Violation. Neither the execution nor the delivery of this Agreement or the performance of the Municipality's agreements,obligations and undertakings hereunder will conflict with,violate or result in a breach of any of the terms, conditions, or provisions of any agreement,rule, regulation, statute, ordinance, judgment,decree, or other law by which the Municipality may be bound. (e) Governmental Consents and Approvals. No consent or approval by any governmental authority is required in connection with the execution and delivery by the Municipality of this Agreement or the performance by the Municipality of its obligations hereunder. (f) TIF. The Municipality has duly adopted, approved and designated, as applicable, the TIF Ordinances,the Redevelopment Plan,the Redevelopment Area and TIF. 1.4. Representations and Warranties of the Townbuilder. In order to induce the Municipality to enter into this Agreement, the Townbuilder makes the following representations and warranties to the Municipality: (a) Organization. The Townbuilder is an Illinois corporation duly organized,validly existing and in good standing under the laws of the State of Illinois,and is duly qualified to transact business in,and is in good standing under,the laws of each of the other states where the Townbuilder is required to be qualified to do business. s (b) Power and Authority. The Townbuilder has full power and authority to execute and deliver this Agreement and to perform all of its agreements,obligations and undertakings hereunder. (c) Authorization and Enforceability. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of the Townbuilder's board of directors and in accordance with its articles of incorporation and by-laws. This Agreement is a legal, valid and binding agreement, obligation and undertaking of the Townbuilder, enforceable against the Townbuilder in accordance with its terms,except to the extent that such enforceability may be limited by laws, rulings and decisions affecting remedies,and by bankruptcy,insolvency,reorganization,moratorium or other laws affecting the enforceability of debtors' or creditors' rights,and by equitable principles. 12 (d) No Violation. Neither the execution nor the delivery or performance of this Agreement will conflict with, violate or result in a breach of any of the terms, conditions, or provisions of, or constitute a default under, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or declare a default under any contract, agreement, lease, license or instrument or any rule, regulation,statute,ordinance,judicial decision,judgment,decree or other law to which the Townbuilder is a party or by which the Townbuilder or any of its assets may be bound. (e) Consents. No consent or approval by any governmental authority or other person is required in connection with the execution and delivery by the Townbuilder of this Agreement or the performance thereof by the Townbuilder. (f) No Proceedings or Judgments. There is no claim,action or proceeding now pending,or to the best of its knowledge,threatened,before any court,administrative or regulatory body,or governmental agency (1)to which the Townbuilder is a party and(2)which will,or could,prevent the Townbuilder's performance of its undertakings, agreements and obligations under this Agreement. (g) Upon request by the Municipality from time to time, the Townbuilder shall provide the Municipality with complete and correct copies of its organizational documents(and amendments to the date of such request) and applicable corporate resolutions or other authorizing actions in connection with this Agreement and the Townbuilder's actions hereunder. 1.5. Disclaimer of Warranties. The Municipality and the Townbuilder acknowledge that neither has made any warranties to the other,except as set forth in this Agreement. The Municipality hereby disclaims any and all warranties with respect to the Development Project or the Infrastructure,express or implied,including, without limitation,any implied warranty of fitness for a particular purpose or merchantability or sufficiency of the Incremental Taxes or other specified revenue sources for the purposes of this Agreement. Nothing has come to the attention of the Townbuilder to question the assumptions or conclusions or other terms and provisions of any forecasts of Incremental Taxes,and the Townbuilder assumes all risks in connection with the practical realization of any such forecasts of Incremental Taxes. ARTICLE II. TOWNBUILDER DESIGNATION 2.1 Townbuilder Designation. The Municipality hereby selects the Townbuilder to serve as the designated developer in connection with the acquisition,construction and installation of the Redevelopment Activities on its part to be undertaken,acquired,constructed and installed under this Agreement within each applicable Phase of the Development Property in accordance with(i)the Act,(ii)the Redevelopment Plan,(iii) the Redevelopment Project,(iv)this Agreement, and (v)the Downtown District Regulations. Any conflict among any of the aforementioned documents shall be resolved by giving preference to the documents in the foregoing order(i)—(v),with the Act being given the highest preference. The Townbuilder's designation with respect to Phase 1 A shall commence upon execution of this Agreement and shall terminate on the last to occur of completion of Phase 1 A(as evidenced by a Certificate of Substantial Completion(Exhibit B))or December 31,2007. The Townbuilder's selection as designated developer under this Agreement shall continue with respect to any Subsequent Phase Development Area as long as the Townbuilder has acquired the next Subsequent Phase Development Area within 12 months after the completion date for the next preceding Phase and commences such next Subsequent Phase Private Development(and any agreed upon infrastructure)within 12 months of such acquisition,and completes such Subsequent Phase Private Development within 24 months 13 i of commencement, and otherwise such status as the designated Townbuilder under this Agreement shall terminate,subject to any TIF benefits then vested under this Agreement. The nature and amount of Qualified Project Costs in connection with any Subsequent Development Phase(other than Phase 1B and/or Phase 1C) shall be as specified by one or more supplements or amendments to this Agreement or by one or more separate redevelopment agreements. 2.2 Townbuilder to Submit Costs. (a)Cooperation, The Municipality will assist and cooperate with the Townbuilder in obtaining permits and approvals related to the Private Development including without limitation: IEPA,IDOT,MWRD,METRA, INDR,all Federal and State agencies including those regarding canal and waterway construction,all railroad and transportation authorities and all public and private utility companies. (b)Reauisitions. The Townbuilder agrees to submit a requisition(in substantially the form of Exhibit C)for payment by the Municipality of Qualified Project Costs as necessary to complete the applicable Redevelopment Activities. Without limiting the generality of the foregoing,simultaneously with the issuance of or endorsement of a draw upon one or more TIF Notes, which shall not be unreasonably withheld, the Townbuilder from time to time shall advance to the Municipality an amount equal to the Qualified Project Costs which amount the Municipality shall either(i)immediately apply to such Qualified Project Costs or(ii) keep in a separate subaccount of the Development Account of the Special Allocation Fund and which the Municipality shall use solely for the purpose of paying such costs incurred with respect to the related TIF Notes. All amounts so advanced to the Municipality by the Townbuilder shall be for Qualified Project Costs and shall be eligible for payment or reimbursement exclusively from the proceeds of Notes issued in accordance with and subject to the provisions of J P Article IV of this Agreement. I � i (c)Draw Conditions. Notwithstanding the foregoing, the Municipality shall not be required to pay any Qualified Project Costs or to issue a TW Note or Refunding TIF Note or to endorse a draw on a TIF Note or Refunding TIF Note until the Townbuilder demonstrates, subject to written confirmation by an Authorized Municipal Representative, that: (i) Phase 1 will require Qualified Project Costs in an aggregate principal amount of at least $4,482,170; (ii) the Development Property, as improved by Phase IA, over 20 years is reasonably forecasted to produce at least$3,000,000 in net present value of Incremental Taxes based on 4.57% of triennial EAV increases,discounted to present value at 6%per annum;(iii)fmancing is committed,or the Phase IA Loan Documents with the Phase 1A Lender are fully executed and in effect, in each case with no unreasonable conditions prior to draws thereon and consistent with this Agreement as certified by an Authorized Municipal Representative,for(A)the Phase 1 A Private Development,(B)all costs of the Parking Structure (including the Phase 1A Municipal Mortgage) in excess of the $2,173,330 (which $2,173,330 amount is to be paid by the Municipality as provided herein),in form and substance(including the Phase 1A Municipal Mortgage, as herein provided)as approved by the Municipality, and(C)the Walkways;(iv)the Townbuilder has conveyed to the Municipality the land under the Parking Structure,the Plaza/Square and the Walkways and to the extent owned or controlled by the Townbuilder within the right-of-way for the Front Street/River Road Infrastructure under paragraph 3.1.1.(g)(v)below,and has dedicated to the Municipality the Adjacent Sidewalks;(v) the Phase 1A Municipal Mortgage shall have been executed and delivered;and (vi)the Declaration of Covenants&Restrictions(Exhibit H)is filed before any Phase lA Loan Documents. (d)Public Facilities. The Parking Structure,the Walkways and the Plaza/Square shall be public facilities and improvements owned by the Municipality and the Adjacent Sidewalks,as dedicated. Up to 82 Parking Spaces in the Parking Structure shall be available to serve residential units, as herein provided. 14 2.3 Townbuilder Limitation. Notwithstanding anything in this Agreement to the contrary,whether expressed,inferred or implied,recognizing that the Municipality has an obligation to the public and to other taxing districts, the Municipality shall not be obligated to pay to the Townbuilder or to any other person (including contractors or vendors or sellers) or endorse a TIF Note, as the case may be, for any Qualified Project Costs or other amounts under this Agreement,unless the Townbuilder shall have prior to incurring any such costs or amounts received the prior written approval(including as to amount,nature of engagement(i.e. bid/no-bid)and the related purpose)from an Authorized Municipal Representative. Notwithstanding the foregoing, the Municipality hereby approves previously incurred Qualified Project Costs of the Townbuilder,as follows: Qualified Project Costs Amount($) TIF formation and related planning costs, including $350,000.00 the Master Plan/Regulating Plan and the Downtown District Regulations. ARTICLE III. ACQUISITION AND CONSTRUCTION OF THE DEVELOPMENT PROJECT 3.1 Development Project and Schedules. The Townbuilder shall commence its obligations under this Agreement with respect to the design, acquisition, construction, and installation of the Parking Structure(in part as the Municipality's agent)and of other Phase 1A Infrastructure(as set forth in Article IV, as the Municipality's agent),and of the Phase 1 Private Development,at the times,in the manner and with the effect as provided in Article II and in this Article III. The Townbuilder will enter into no contract or agreement, including a design build contract or for construction management services or for a Development Inspector,in connection with the Parking Structure or the other Phase 1A Infrastructure, without the prior written authorization of the Authorized Municipal Representative,except: Standard Form Agreement Between Owner and Contractor(Fixed Price Option),dated March 22,2006,by and between the Townbuilder and Pickus Construction&Equipment,Inc_. 3.1.1. Townbuilder. Certain obligations of the Townbuilder under this Agreement are as follows: (a) Real Estate Acquisition. The Townbuilder represents and warrants that it has acquired or otherwise controls all of the real estate constituting the Phase 1A Development Property, the Parking Structure, the Walkways, the Plaza/Square and all of the River Road right-of-way except a portion owned by the BHSF railroad (which excepted real estate the Municipality is to provide). The funds for land acquisition for Phase 1 Development Property, the Parking Structure,the Walkways,the Plaza/Square,and a purchase of the River Road right-of-way(under paragraph 2.2(vi)),shall be provided by the Townbuilder, subject to reimbursement (including through T1F Note endorsement)as a Qualified Project Cost. (b) Master Plan. The Townbuilder has completed the Master Plan/Regulating 15 Plan,which is incorporated into the Downtown District Regulations as"D. ILLUSTRATIVE MASTER PLAN". The funds for the Master Plan/Regulating Plan were advanced by the Developer subject to reimbursement (including through TIF Note endorsement) as a Qualified Project Cost. (c) Phase 1 Development Property. The Developer has acquired or otherwise controls a necessary and sufficient amount of the Phase 1 Development Property such that the Townbuilder shall commence Phase 1A. (d) Subsequent Phases. The Townbuilder shall undertake one or more Subsequent Phases as market demand allows subject to the timing provisions therefor in Paragraph 2.1.The Townbuilder may effect Subsequent phases itself or by coordinated action with other developers or then present owners and tenants. Commercial and residential development in Phase 1 shall be sprinkled in accordance with applicable building codes and regulations. The use of"Lemont Limestone" or other natural stone construction shall be negotiated with respect to the development of Phase 1 and Subsequent Phases. (e) Coordination/Maintenance. In order to coordinate the design,acquisition, construction and installation,including the application of public(i.e.TIF and other funds of the Municipality as provided in this Agreement)and private (i.e.,the Phase 1 Private Development,the Walkways,the Plaza/Square and the Parking Structure) financing of the Phase IA Infrastructure with the Phase 1A of the Private Development, the Townbuilder, as the Municipality's agent,subject to Paragraph 2.3,has engaged or will engage a construction manager and undertake the Redevelopment Activities for Phase 1 A,including those on the part of the Municipality in connection with the Adjacent Sidewalks, the Parking Structure, the Plaza/Square and the Walkways. (f) Permits. The acquisition of the required local, state, and federal permits, approvals and licenses by the Townbuilder for the Phase 1A of the Development Project, shall be advanced by the Townbuilder, subject to reimbursement (including through TIF Note endorsement) as a Qualified Project Cost. (g) infrastructure.The design,acquisition,construction and installation of all Infrastructure shall be in accordance with Applicable Law, including engineering approved by the Municipality,and other government agencies having jurisdiction over such Infrastructure. The schedules for such acquisition,construction and installation of Infrastructure shall be as follows: (i) Phase 1A: The schedule for the design, acquisition, construction and installation of the Parking Structure, Walkways, Adjacent Sidewalks and certain Private Development for Phase 1 A shall be as follows: 16 Infrastructure Commencement Date Completion Date (on or before) (on or before) Parking Structure May 15,2007 November 15,2009 Walkways May 15,2007 November 15,2009 Adjacent Sidewalks May 15,2007 November 15,2009 Phase IA Private May 15,2007 November 15,2009* Development *The Municipality shall coordinate with the Townbuilder so that the Front Street/River Road Infrastructure shall be completed concurrently with completion of the Phase lA Private Development. Notwithstanding the foregoing Phase lA schedule,if the Townbuilder shall not have obtained the fmancings referenced in paragraph 2.2(c)(iii)on or before December 11, 2006, this agreement shall terminate automatically without the application of Article VI. (ii)Subsequent Phases:The schedule for the acquisition,construction and installation of Infrastructure for each Subsequent Phase shall,be as approved by a supplement to or amendment of this Agreement. (iii)Parking Structure: Funds for the Phase 1A Infrastructure under(i) above shall be provided in part($2,173,330)by the Municipality,and any balance (that is all costs over$2,173,330)by the Townbuilder(including private financing), subject to reimbursement (including through TIF Note endorsement)as a Qualified Project Cost. (iv) Certain Conveyances: Upon completion, the Townbuilder shall convey to the Municipality good and merchantable title to(together with a title insurance policy for their fair market values): (A) the Adjacent Sidewalks, the Walkways and the Plaza/Square and (B) the Parking Structure. In connection with real estate taxes on the Parking Structure prior to such conveyance to the Municipality, and assignment of applicable tax identification number(s),the Townbuilder shall be responsible for all such real estate taxes, to the extent lawful to be subject to reimbursement as a Qualified Project Cost,and not otherwise. (v)Right-of-Way: On or before the Municipality commences construction, the Townbuilder shall dedicate or convey to the Municipality the land owned by it within the right-of-way for the River Road part of the River Street/River Road Infrastructure. (h) Insurance. The Townbuilder shall maintain insurance coverage in amounts equal to or greater than as provided in Paragraph 6.6. (i) Reporting The Townbuilder shall report directly to a designated Authorized Municipal Representative (and at a Authorized Municipal Representative's request,from time to time to the Municipality's Board of Trustees)regarding all matters related to this Agreement. 17 (j) Residential. Unless separately approved in writing by an Authorized Municipal Representative,all residential units shall be developed for sale by the Townbuilder or Affiliates to buyers(e.g.,condominium units) and not as rental units. (k) Development Fees / Donations. The Townbuilder shall pay applicable donations, building permit, inspection and impact fees, when determined (estimated at $600,000), together with an engineer's review fee (which is typically 2.5%of estimated improvements),estimated(not limited)site work constructed by the Townbuilder as follows: 340 River Road Lemont Fire Protection District $25,000 Park Donation $116,250 School Donation Elementary(K-8) $9,872.31 Junior High $4,356.25 High School(9-12) $6,088.00 Village of Lemont Tap on—Water and Sewer $233,036 Building Inspection $100,000(Estimate/hourly basis @$80/hour) Building Permit Fees $90,000 Engineering Review $10,000(Estimate/hourly basis) Escrow—Building Department To be determined upon review of building plan Total: $600,000(Estimate) In the above table, building permits (and review) and inspections and engineering review and inspections are outsourced, and the related costs shall be as invoiced to the Municipality plus a nominal processing/administration fee. The above donations,permit and impact fees in connection with Phase 1B and Phase 1 C are subject to amendments or supplements to this Agreement. (1) Prevailing Wages. The Townbuilder acknowledges that the Prevailing Wage Act applies to the Infrastructure under this Agreement. Under the Prevailing Wage Act the Townbuilder shall require that contractors and sub- contractors submit, on a monthly basis, a certified payroll to the Municipality. These records shall be kept by the Municipality for three years and are subject to review through the Freedom of Information Act(FOIA), provided that for purposes of public review,such records would not include an employee's address,phone number or social security number. (m) Performance Security. After$2,982,170 of the Phase IA loan under the Phase I A Loan Documents has been expended on the Parking Structure, 18 which is the cost of the Parking Structure, less the contingency, the Municipality, after having received a Development Inspector's certificate that $2,173,330 will pay the balance, will have 90 days to fund the next $2,173,330. The contingency will be then used to fund any cost overruns or enhancements with the Townbuilder to cover any short fall. When the Parking Structure is completed, the Townbuilder will post a maintenance bond of$125,000,which is 5%on its share of the hard cost of the Parking Structure. The maintenance bond will be released within 24 months after completion of the Parking Structure. (n) Certain Easements. To the extent within the power and authority of the Municipality and/or the Townbuilder to do so, each hereby covenants and agrees, upon the request of the other, to provide such reasonable access easements, construction easements and utility easements as desirable or necessary to the operation, construction and installation of the applicable Private Development and/or Infrastructure in connection with the applicable development or redevelopment Phase. (o) Contractor Certifications. The Townbuilder shall obtain all required Contractor Certifications (Exhibit I) in connection with the Phase IA Infrastructure and shall file originals with the Municipality. 3.1.2. Municipality. Certain obligations of the Municipality under this Agreement are as follows: (a) The Municipality has adopted the Downtown District Regulations with form and content acceptable to the Townbuilder,which to the extent lawful shall be applicable to all development within the Development Property. (b) The Municipality has caused appraisals to be prepared of all of the parcels in the Redevelopment Area, which the Municipality has provided to the Townbuilder,for which the Townbuilder hereby receipts. (c) The Municipality shall expedite all Applicable Building code submissions and requests of the Townbuilder in connection with this Agreement that are within the Municipality's jurisdiction to process. 3.2 Development Plans 3.2.1 Approvals of Concept Site Plan and Development Plans. (a) The Concept Site Plan attached hereto as Exhibit A-1 has been approved, and is hereby ratified. (b) Development Plans for the Development Project, including in Phases as herein provided, shall be in accordance with the Downtown District Regulations and as approved by the Authorized Municipal Representative. 19 (c) On or before the execution of this Agreement, the Townbuilder shall submit to the Municipality Development Plans for the Phase 1 Private Development, the Parking Structure, the Plaza/Square and the Walkways. The Municipality shall within thirty(30)days from receipt approve or disapprove applicable Development Plans,after reviewing such Development Plans for compliance with Applicable Law and this Agreement and including but not limited to the life safety and zoning regulations,and conformance with the Concept Site Plan. If the Municipality disapproves,the Municipality in writing shall provide the reasons for such disapproval. The Townbuilder shall submit revised plans within a reasonable time from the date of disapproval. Upon resubmission, the Municipality shall review and approve or disapprove such revised Development Plans within ten(10)business days of submittal. This process shall repeat until the plans are approved by the Municipality. 3.2.2 Changes. During the progress of the Redevelopment Activities and Development Project, the Townbuilder and the Municipality, by supplemental agreement executed by an Authorized Municipal Representative and an Authorized Townbuilder Representative,may authorize changes to the Concept Site Plan, the Development Plans or any aspect thereof as may be in furtherance of the general objectives of the Redevelopment Plan and this Agreement and as site conditions or other issues of feasibility may dictate or as may be required to meet the reasonable requests of prospective tenants or owners or as may be necessary or desirable in the determination of the Townbuilder to enhance the economic viability of the Development Project;provided,however, the Townbuilder may make non-material changes and may not make any Material Changes to the Development Plans, whether individually or in the aggregate with respect to any Phase,without the advance written consent of the Municipality, provided that Development Plans shall comply with Applicable Law, including Applicable Building Codes. 3.3 Townbuilder to Undertake the Development Project. The Townbuilder, in connection with Redevelopment Project and the related Infrastructure,shall undertake the Redevelopment Activities,and shall commence and complete the Development Project,if at all,in Phases in accordance with the terms of this Agreement. The Townbuilder, to the extent applicable to the Townbuilder under this Agreement, shall acquire,construct and install the Private Development,the Redevelopment Activities,the Infrastructure and the Development Project in a good and workmanlike ce mann er. as Except otherwise p rwise expressly provided herein, the Townbuilder shall have discretion and control,free from interference, interruption or disturbance,in all al matters relating to the management, marketing, development, redevelopment and construction of the Development Project,provided that the same shall,in any event,conform to and comply with the terms and conditions of the applicable Development Plans, the Redevelopment Plan and this Agreement, and all Applicable Laws, including without limitation applicable zoning (including the Downtown Development Regulations), subdivision, land use, building, fire, environmental and other applicable development codes (collectively"Applicable Building Codes"), subject to any variances, special uses and exceptions, and governmental approvals. The Townbuilder, as the Municipality's agent, in order to coordinate specified Improvements (including the Phase 1 Improvements for Phase 1) to the applicable Development Project (including the Phase 1 Development Project),shall act as,and hereby agrees to act as,the Municipality's agent as provided specifically in Article IV, and not otherwise. 20 3.3.1 Construction Contracts. The Townbuilder may enter into one or more acquisition or construction contracts(including on a design-build basis and for construction management services) to complete the Redevelopment Activities, the applicable Development and the related applicable Infrastructure. Prior to executing any such acquisition or construction contract with respect to the Infrastructure the Townbuilder: (i) shall obtain the Municipality's prior written approval under Paragraph 2.3 above;(ii)shall have provided for the full funding for the Infrastructure on its part to be funded; and(iii) shall have made arrangements for the full funding for the Infrastructure by the Municipality on its part to be funded. Prior to execution of any such acquisition or construction contract,the Townbuilder shall provide satisfactory documentation to the Municipality evidencing that such contractor has agreed that it has no recourse against the Special Allocation Fund or any other funds of the Municipality and any recourse of all such contractors against the Municipality is limited to any mechanic's lien rights such contractor may have against the applicable Development Property or the Townbuilder. Prior to the commencement of the Redevelopment Activities,the Townbuilder shall obtain,or shall ensure that any such contractor obtain workers' compensation,comprehensive public liability and builder's risk insurance coverage in amounts customary in the industry for similar type projects and as provided in Paragraphs 3.1.2(g) and 6.6 of this Agreement. Prior to commencement of the applicable Redevelopment Activities or simultaneously with the execution and delivery of this Agreement by the Townbuilder,whichever is later,the Townbuilder shall deliver to the Municipality evidence of all insurance to be maintained by such contractor as required by this paragraph. The Townbuilder shall ensure that the insurance required is maintained by any such contractor for the duration of the implementation of the Redevelopment Activities. 3.3.2 Compliance with Applicable Law. Prior to the execution of any contract with contractors for design,acquisition,construction or installation in connection with the Redevelopment Activities pursuant to Paragraphs 3.3.1 and 3.4.1 of this Agreement,the Townbuilder shall comply with all Applicable Laws, including without limitation those laws pertaining to environmental, contracting, prevailing wages, performance, labor and material payment bonds, and Applicable Building Codes. Subject to the foregoing,the Townbuilder,as the Municipality's agent with respect to the acquisition,construction and installation of the Infrastructure, may select such contractors as it deems fit. 3.4 Changes. During the progress of the applicable Development Project,the Townbuilder may make such reasonable changes , including, without limitation, modification of the construction schedule, including dates of commencement and completion within the limitations otherwise set forth in this Agreement, modification of the areas in which the Development Project is to be performed, relocation, expansion or deletion of items,and such other changes to the Development Plans as site conditions or orderly development may dictate or as may be required to meet any reasonable requests of prospective tenants or purchasers of any portion of the Private Development,or as may be necessary or desirable to enhance the economic viability of the Development Project;provided that any such changes shall be in accordance with the general objectives of, and shall be in substantial conformity with,the Development Project as provided in the Development Plans, the Redevelopment Plan,the Redevelopment Project,and this Agreement. Notwithstanding the foregoing,the Townbuilder shall not make any changes pursuant to this Paragraph that will result in a Material Change to the Development Plans unless the Townbuilder obtains the advance written consent of the Municipality pursuant to Paragraph 3.2.2 of this Agreement. 3.5 Acquisition of Development Property. The Townbuilder represents to the Municipality that, prior to the date of this Agreement,it has assembled(or otherwise controls)all or a necessary and sufficient amount of the Development Property for Phase 1 A by negotiated purchase.The Townbuilder has obtained all 21 title commitments,inspections,tests,surveys and environmental or other reports,hired and retained all experts, professionals,including attorneys or engineers and staff,and cause to be paid,pay or advance all acquisition costs as may be necessary to acquire such Development Property for Phase 1A and to assure that the acquired Development Property for Phase 1A is appropriate for Phase IA. 3.6 Municipality Approvals. The Municipality agrees to cooperate with the Townbuilder and to expeditiously process and timely consider all applications for Municipality Approvals as received, all in accordance with the applicable ordinances,codes and regulations of the Municipality and laws of the State of Illinois, and to take all further actions on Municipality Approvals (after processing in accordance with applicable laws and ordinances)as are consistent with the Development Plans,the Redevelopment Plan,and this Agreement. 3.7 Certification of Substantial Completion. Promptly after substantial completion of all or a functional portion of the Redevelopment Activities for a particular Phase or a separate functional part of a particular Phase, in accordance with the provisions of this Agreement, the Townbuilder shall so certify by furnishing to an Authorized Municipal Representative a Certificate of Substantial Completion in the form of Exhibit B to this Agreement. Such certification by the Townbuilder,together with the written acceptance by an Authorized Municipal Representative,shall be a conclusive determination of the substantial satisfaction of the Townbuilder's agreements and covenants to implement, as applicable, all or the specified functional portion of the Redevelopment Activities. The accepted Certificate of Substantial Completion may be recorded by the Townbuilder in the office of the Cook County Recorder. If an Authorized Municipal Representative shall refuse or fail to accept such Certification,an Authorized Municipal Representative shall,within fifteen (15)business days after written request by the Townbuilder,provide to the Townbuilder a written statement stating in reasonable detail in what respects the Townbuilder has failed to complete the applicable Redevelopment Activities in substantial compliance with, as applicable, the Development Plans, the Redevelopment Plan,and this Agreement,or is otherwise in default,and what reasonable measures or acts the Townbuilder may take or perform,in the opinion of the Authorized Municipal Representative,to obtain such acceptance. 3.8 Construction Escrow. The Townbuilder and the Municipality before commencing the work on the Parking Structure, will cause to be created a Construction Escrow account(under the Construction Escrow Agreement). Funds in the amount$3,382,170 will be placed in such Construction Escrow account by arrangements to be made by the Townbuilder,with notification provided to the Municipality of availability of assets. ARTICLE IV. INFRASTRUCTURE/REDEVELOPMENT ACTIVITIES. 4.1 Infrastructure. The Municipality shall cause the financing,design,acquisition,construction and installation of the Front Street/River Road Infrastructure as provided in this Article IV and in Article III. The Townbuilder shall cause the financing,design,acquisition(including the conveyance to the Municipality of certain real estate with respect to the Parking Structure,the Tower,the Walkways,the Plaza/Square and the Front Street / River Road Infrastructure), construction and installation of the Private Development, the Walkways and the Plaza/Square, as provided in this Article IV and in Article III. The Townbuilder shall cause to be commenced and completed the design,acquisition,construction and installation of certain of the Phase 1 Infrastructure according to the schedule set forth in Paragraph 3.1.1(f). The Municipality hereby designates the Townbuilder as its agent, and the Townbuilder hereby accepts such designation,to so acquire,construct and install the Parking Structure,the Plaza/Square and the 22 Walkways at the time and in the manner so that the Parking Structure,the Plaza/Square and the Walkways are coordinated with the Townbuilder's design,acquisition,construction and installation of the Phase 1 Private Development, with respect to which the Authorized Municipal Representative is authorized to enter into supplemental agreements for such Coordinator. 4.2 Financing. The Municipality shall arrange for financing a portion of the Phase 1 Infrastructure, as follows: (a) Parking Structure. The Municipality agrees to issue sufficient debt obligations to generate $2,173,330(or otherwise fund such amount)to be applied to the Parking Structure. Within 90 days after the later of the date(i)this Agreement is fully executed and the Townbuilder in writing requests such funding or (ii)the Townbuilder has arranged a commitment for its financing for all other costs of the Parking Structure, the Walkways, the Plaza Square,the Adjacent Sidewalks and the Phase 1A Private Development, and has provided the Municipality a copy of such commitment and the Townbuilder in writing requests such funding, the Municipality shall make available such$2,173,330 amount for application to the Parking Structure after the Phase IA Lender's loan in this connection has been applied in the amount of at least $3,382,170. The Townbuilder shall arrange its financing in this connection such that(i)the private financing funds are applied and(ii) at least$3,000,000 is applied to the Phase 1A Private Development,prior to drawing on any of the funds therefor provided by the Municipality. (b) Other Phase lA Infrastructure. The Municipality shall arrange for the allocation of $1,600,000 in utility tax funds from the Municipality's Local Improvement Fund to be applied to the Front Street/River Road Infrastructure. The Municipality reserves the right to be reimbursed for such advance of funds from moneys available in the Municipality Account. Within 30 days after the Townbuilder has arranged a commitment for its financing for its costs of the Parking Structure,the Walkways and the Phase 1 Private Development,subject to the second paragraph of Paragraph 4.1,the Municipality shall make available such $1,600,000 amount for the Front Street/River Road Infrastructure (with any excess of such amount to be returned to the Municipality). The Developer shall arrange the application of its private financing for the Phase 1A Private Development and all costs of the Parking Structure, in excess of the Municipality's $2,173,330 contribution,such that a minimum of$6,682,170 of such financing($3,382,170 for the Parking Structure and $3,000,000 for the Phase 1A Private Development) has been drawn upon for the Phase IA Private Development before the work of the Front Street/River Road Infrastructure and the Parking Structure is commenced. (c) Construction Period Interest, Construction Period Interest shall be endorsed on a TIF Note as a financing cost(and a Qualified Project Cost)of the Municipality,not more frequently than quarterly. The interest rate percent per annum for the TIF Notes shall not exceed the interest rate percent per annum charged by the Phase 1A Lender under the Phase 1A Loan Documents. (d) phase 1 Costs/Summary. In connection with this Agreement,an overall summary of Phase lA Private Development and Infrastructure costs(with the Municipality expressly limited as to the amounts allocated to the Municipality under this Agreement)and with the Townbuilder to be responsible for any excess amounts, is as follows: PROJECT COSTS Parking Deck/Walkways construction (262 spots) 4,650,000 23 Parking Deck construction- site demolition cost 150,000 Parking Deck construction- site work 110,000 Parking Deck land (40%) 640,000 Parking Deck land donation from Marquette to Village (240,000) Parking Deck construction- 5% construction contingency 245,500 Roads & Water & Sewer Utilities Construction 1,600,000 Interest Reserve (Construction period interest expense until TIF available) 950,000* Planning Cost Reimbursements to Marquette 350,000 PROJECT COSTS TOTAL 8,455,500 *Subject to actual determination. VILLAGE FINANCING Cash - Road Improvement Fund 850,000 Cash - Water Improvement Fund 750,000 Revenue Bond/Debt Certificate (Utility Taxes) - Parking Deck Construction & Land 2,173,330 VILLAGE FINANCING 3,773,330 MARQUETTE FINANCING (Taken in form of TIF Developer Note) Parking Deck /Walkways 3,382,170 Interest Reserve (Construction interest expense until TIF available) 750,000* Planning Cost Reimbursements to Marquette 350,000 Phase 1 A Private Development/ Adjacent Sidewalks 17,800,000 Walkways Adjacent Sidewalks MARQUETTE FINANCING *Subject to actual determination and arrangements for payment on a current basis by the Townbuilder(subject to endorsement on a TIF Note(other than as secured by the Phase I A Municipal Mortgage)for payment as a Qualified Project Costs) 24 Under present law,the Municipality generally approves and authorizes the above Phase 1A budget and financing program. (e) Phase IA Municipal Mortgage / Parking Agreement. The Townbuilder or the Townbuilder's Lender, as applicable, with at least 5 business days for initial review and comment, shall provide to the Municipality proposed drafts of the Phase 1 Municipal Mortgage and the Phase 1 A Lender's Mortgage for the Phase 1 A Private Development. The Phase 1 A Municipal Mortgage shall not cross-secure the Phase 1A Private Development; and the Phase 1A Lender's mortgage for the Phase 1A Private Development shall not cross-secure the Townbuilder's and Phase 1A Lender's Phase IA Loan Documents related to the Parking Structure. The Municipality shall within 15 business days from receipt approve or disapprove the Phase 1A Municipal Mortgage. If the Municipality disapproves,the resubmission/revision process shall be substantially as provided above in the second paragraph of paragraph 3.2.1(c). The Parking Declaration(Exhibit H)shall be in a recordable form,and shall be recorded before any of the Phase 1A Lender's Phase 1A Loan Documents, containing a covenant running with the land that the Parking Structure for the 99-year term of the Parking Agreement shall be maintained as a public parking facility. (f) Notes may be issued under this Agreement from time to time,and with such priorities as an Authorized Municipal Representative and an Authorized Townbuilder Representative supplementally arrange and agree,with terms as authorized in this Agreement.As long as the Townbuilder is not in default under this Agreement and the superior position of the Note funding the Parking Structure is not altered,the Municipality will not unreasonably disapprove the Townbuilder's request for the issuance of the Note pursuant to financing arrangements obtained by the Townbuilder. 4.3 Building Materials. As long as there is no violation of Section 11-74.4-3(q)(1 2)of the TIF Act or other Applicable Law,in connection with the construction of the Parking Structure and the Walkways, the Townbuilder is and shall act as the Municipality's agent; and the Municipality, at the Townbuilder's request, will sign or co-sign or otherwise authorize the acquisition and delivery of building materials and related personal property in such a manner that the Parking Structure and the Walkways is not subject to State of Illinois sales and use taxes. The Townbuilder shall and does indemnify, defend and hold harmless the Municipality in this connection. 4.4 Front Street/River Road Infrastructure. The Municipality shall be responsible for the fmancing,design,acquisition,construction and installation of the Front Street/River Road Infrastructure at the time and in the manner as provided in this Agreement. 4.5 Parking Agreements. This paragraph 4.5 shall constitute provisions of any Parking Agreements by and between the Municipality and the owners of the residential units in Phase 1A. (a) Construction and Maintenance. This Parking Structure shall be acquired, constructed and installed at the time,in the manner and with the effect as provided in this Agreement. The Municipality shall be responsible for the general maintenance of the Parking Structure. (b)b P S ecification. The Authorized Municipal Representative shall determine,allocate, specify,and assign the location(s)of Parking Spaces and the allocation of Parking 25 Spaces to the residential units in Phase 1A,provided that no single residential unit shall receive more than one such allocation. Such assignments and specifications may change from time to time. (c) User Fees. The user,license or lease fees to be paid to the Municipality with respect to the Parking Spaces for residential units shall be as follows: A monthly fee of$25 per month per Parking Space for residential units,with an annual adjustment based on CPI index selected by the Municipality,but not to exceed 4%per year,is to be paid by a Condominium Association to the Municipality for purpose of maintenance of the Parking Structure, the Walkways, the Adjacent Sidewalks and catwalks or other facilities related to and serving the Parking Structure. The Condominium Association shall be responsible separately for the costs associated with the trash compacter and dumpster services. (d) Parking Term/License. The Parking Term shall commence upon the completion of the Parking Structure and of the Phase 1A Private Development,as evidenced by a Certificate of Substantial Completion (Exhibit B), and execution of the Condominium Association Acceptance(Exhibit J). During the Parking Term,the residential owners in Phase 1 A shall have a ermit license or other arrangement� an ement to g use the applicable assigned Parking Spaces, but solely and only for the parking of operable motor vehicles that would fit the applicable Private Parking Space with not less than 18"of open space on either side of such motor vehicles. (e) `As Is'Condition. The Parking Spaces for residential units are being provided"as is" and"with all faults,"and the Municipality makes no representation or warranty of any kind,express or implied,with respect to Parking Spaces for residential units; and without limiting the generality of the foregoing, it is expressly agreed that the Municipality makes no representation or warranty as to the marketability,habitability or fitness for any particular purpose of the Parking Spaces for residential units or (notwithstanding the Parking Term and the Municipality's intention that Parking Spaces for residential units are to be available for the entire Parking Term)that the Parking Structure will exist for the full Parking Term, including with respect to subparagraphs (n) and (o) below. The Parking Term may end as a result of consumption of the Parking Structure by age, obsolesce and wear and tear and physical deterioration or depreciation. Notwithstanding the foregoing, the Municipality will use reasonable efforts that the Parking Structure is available for its intended purposes for the Parking Term.. (f) Payment of Impositions. In connection with the Parking Structure prior to the Municipality obtaining an exemption from real estate taxation, which the Municipality agrees to timely apply for,the Townbuilder shall pay all such real estate taxes. While the Municipality, based upon the Townbuilder's representations, does not anticipate that there will be any with respect to the Parking Spaces for residential units, the Condominium Association shall pay all Impositions, if any, assessed, levied, charged, or imposed upon or against or in connection with, the Parking Spaces for residential units and related facilities and improvements during the 26 Parking Term as a result of or substantially caused by use of the Parking Spaces for residential units. Such Impositions shall be the sole and exclusive obligation of Condominium Association or its assignees. The Condominium Association may,in good faith, at its own expense (and in its own name as Condominium Association may determine appropriate), contest any such Impositions. The Municipality shall use reasonable efforts to cooperate with Condominium Association in contesting any such Impositions;provided,however,that the Municipality shall not be required to incur any expense in connection therewith and the Municipality shall not in any way become liable for the payment of any such Impositions or be held responsible for the outcome of any contest of Impositions so undertaken by the Condominium Association. If the Condominium Association shall fail to pay any Impositions for which it is liable before the same becomes delinquent,or fails to notify the Municipality of its intention to contest the same prior to such delinquency,or fails to pay any contested Impositions before the property is threatened with foreclosure or similar proceedings, the Municipality,at the Municipality's election,may(but shall not be obligated to) pay such Impositions with any interest and penalties due thereon, and the amount paid by the Municipality shall be repayable by Condominium Association on demand, together with interest thereon at 12% per annum from the date of such payment until repaid together with all penalties. Thereafter in addition to all other remedies of the Municipality, the Municipality may require the Condominium Association to pay to the Municipality,and the Condominium Association shall pay, on a monthly basis, one-twelfth (1/12) of the Impositions, as estimated by the Municipality,becoming due during each calendar year. Any such additional payment shall be due monthly on the first day of each month and shall be held in escrow by the Municipality for such purposes. (g) Compliance with Restrictions and Laws. The Condominium Association shall be responsible for the use of the Parking Spaces for residential units in compliance with this Agreement. The Condominium Association shall, at the Condominium Association's sole expense (w) comply with Applicable Laws of governing authorities having jurisdiction over the Parking Spaces for residential units (x) comply with any directive, order or citation made pursuant to law by any public officer requiring abatement of any nuisance or which imposes in respect of the Parking Spaces for residential units any duty or obligation arising from the use of the Parking Spaces for residential units, (y) comply with all insurance requirements applicable to the Parking Spaces for residential units and(z)indemnify and hold the Municipality harmless from any loss,cost,claim or expense which the Municipality incurs or suffers by reason of any failure to comply with the obligations under clauses(w),(x),(y)or(z)above. If the Condominium Association receives notice of any such directive, order citation or of any violation of any law, order, ordinance, regulation or any insurance requirement, the Condominium Association shall promptly notify the Municipality in writing of such alleged violation and furnish the Municipality with a copy of such notice. (h) IT.,a»thorized Use. The Condominium Association shall use best efforts to prevent unauthorized usage of Parking Spaces for residential units. The Condominium 27 Association and the Municipality shall cooperate to prevent unauthorized usage of the Parking Spaces for residential units through a signage or other system to be developed and agreed upon the Authorized Municipal Representative and the Authorized Townbuilder Representative or the Condominium Association. (i) Municipality Regulations. Except as specifically provided in this Agreement,use of the Private Parking Spaces shall be subject to all specification, assignments, procedures,rules,regulations,and enforcement practices of the Municipality for the Parking Structure. Such rules,regulations and enforcement practices are subject to change at the Municipality's sole and absolute discretion. The Municipality shall provide the Condominium Association with advance notice of changes and such specifications,assignments,procedures,rules,regulations and enforcement practices which relate to use of the Parking Structure. (j) Maintenance of Parking Structure. Subject to Paragraph 4.5 (e) above, the Municipality at the Municipality's cost and expense, shall at all times during the Parking Term provide ordinary maintenance and repair the Parking Structure. (k) Prohibition of Liens. The Condominium Association shall not suffer or permit any mechanics' liens or other liens to be filed against the Parking Structure by reason of any work,order,service or material supplied or claimed to have been supplied to the Condominium Association. If any such mechanics'liens or materialmens'liens shall be recorded against the Parking Structure, or any improvements thereon, the Condominium Association shall cause the same to be removed or bonded over. (1) Required Insurance. Throughout the Parking Term, the Townbuilder (and assignees) shall, at the Townbuilder's (and assignees') expense, maintain comprehensive general liability insurance for bodily injury, death or property damage,insuring the Townbuilders(and assignees)and naming the Municipality as an additional insured against all claims,demands,or actions relating to the use of the Parking Structure on an occurrence basis, issued by and binding upon a solvent insurance company licensed to do business in Illinois,with limits of not less than One Million dollars with respect to injury p njury or death to a single person;not less than Five Million 5 00 ($ ,0 ,000)Dollars with respect to any one occurrence and not less than One Million($1,000,000)Dollars for property damage or destruction. In addition to other remedies provided in this Agreement,if the Townbuilder fails to maintain the insurance required by this subparagraph,the Municipality may,but is not obligated to,obtain such insurance and the Townbuilder's(and assignees')shall pay to the Municipality upon demand as additional payments the premium cost thereof plus interest at 12%per annum from the date of payment by the Municipality until repaid. The insurance policy or policies must name by the Municipality and the Townbuilder(and assignees)as named insureds. Prior to the commencement of the Parking Term,the Townbuilder shall furnish to the Municipality evidence of insurance, in a form acceptable to the Municipality, showing that the Townbuilder is in compliance with the insurance coverage requirements hereof and indicating the exclusions from coverage, if any. Any insurance company providing insurance required hereunder shall notify the 28 Municipality at least thirty(30)days prior to cancellation or material change in any such insurance. All insurance required herein shall be primary and noncontributing with any insurance that may be carried by the Municipality. The Municipality reserves the right from time to time throughout the Parking Term to increase the minimum insurance limits set out above to ensure that adequate insurance is being reasonably maintained according to industry standards. The term "assignees" in this subparagraph (1) includes the Condominium Association. (m) Indemnification for Use of Parking Spaces for Residential Units. The Municipality shall not be liable for any loss, damage, or injury of any kind or character to any person or property arising from any occurrence on or within the Parking Spaces for residential units. The Condominium Association and the authorized users of the Parking Spaces for residential units hereby waive all claims against the Municipality for damages to any property or injury to, or death of, any person in,upon or about the Parking Spaces for residential units arising at any time and from any cause(including specifically without limitation,the negligence of the Municipality) other than solely by reason of the gross negligence or willful misconduct of the Municipality. The Condominium Association and the authorized users of the Parking Spaces for residential units for themselves and their agents, employees, representatives, contractors, licensees, concessionaires, invitees, successors and assigns,expressly assumes all risks of injury or damage to persons or property,either proximate or remote resulting from condition of the Parking Spaces for residential units or any part thereof. In addition to any indemnify contained in this Agreement and not in lieu thereof, the Condominium Association and the authorized users of the Parking Spaces for residential units agree to indemnify and save harmless the Municipality and its agents, servants, officers and employees (collectively "Indemnitees") from and against any and all liabilities, damages, claims, suits,costs(including court costs,attorneys fees and costs of investigation) and actions of any kind arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property occurring on, in or about the Parking Spaces for residential units or by reason of any other claim whatsoever of any person occasioned or alleged to be occasioned by act or omission on the part of the Condominium Association and the authorized users of the Parking Spaces for residential units or any officer, director, servant, agent, employee, representative, contractor,subcontractor,licensee,concessionaire,invitee,successor and assign,or by the violation or non performance of any covenant of the Condominium Association and the authorized users of the Parking Spaces for residential units under this Agreement, whether such liability, claims, suits, costs, injuries, deaths or damages arising from or are attributed to the concurrent negligence of any Indemnitee if any action or proceeding shall be brought by or against any Indemnitee in connection with any such liability or claim,the Condominium Association and the authorized users of the Parking Spaces for residential units on notice from the Municipality, shall defend such action or proceeding at the expense of the Condominium Association and the authorized users of the Parking Spaces for residential units expense, by or through attorneys reasonably satisfactory to the Municipality. The provisions of this paragraph (m)shall apply to all activities of the 29 Townbuilder and assignees with respect to the Parking Spaces for residential units, whether occurring after execution of this Agreement. The obligations under this subsection shall not be limited to the limits of coverage of insurance maintained or required to be maintained under this Agreement. This provision shall survive the termination of this Agreement. (n) Damage to Premises. If,during the Parking Term,the Parking Structure is wholly or partially destroyed or damaged by fire, or any other casualty whatsoever (collectively called a `Casualty"), the Municipality may (but is not required to) repair, replace, restore and reconstruct the Parking Structure, in a good and workmanlike manner. (o) Takings. If all or substantially all of the Parking Structure is taken under power of eminent domain(which term as used in this Agreement shall include any conveyance in avoidance or settlement of condemnation or eminent domain proceedings)or other similar proceeding,then the Parking Term shall terminate as of the date of taking of possession by the condemning authority. The Municipality and the Townbuilder and assignees agree that if less than all or substantially all of the Parking Structure is taken under power of eminent domain or other similar proceeding,then Parking Term shall nevertheless continue in effect as to the remainder of the Parking Structure as the case may be;provided,however,that if the Municipality and the Townbuilder and assignees both agree within thirty(30) days following the e taken that so much of the taking he Parkmg Structure as the case may be has been taken or condemned as to make it economically unsound to attempt to use the remainder thereof for the conduct of Townbuilder's or assignee's business thereon,then Parking Term shall terminate upon possession of such portion of the Parking Structure as the case may be by the condemning authority. All sums awarded or agreed upon between the Municipality and the condemning authority for the taking of the interest of the Municipality and the Townbuilder and assignees in the Parking Structure,whether as damages or as compensation,will be the property of the Municipality or the Townbuilder and assignees as applicable. (p) This Paragraph 4.5 shall be accepted by the Condominium Association Acceptance in substantially the form in Exhibit J,attached hereto and incorporated herein by this reference. 4.6 Parking Structure/Restrictive Covenants. During the Parking Term the Parking Structure shall be operated and maintained according to the terms and provisions of this Agreement. In this connection a Parking Declaration(Exhibit H)shall be executed and duly filed for record in Cook County,Illinois before any Phase IA Loan Documents or Phase IA condominium documents are filed for record in Cook County, Illinois. ARTICLE V. COLLECTION AND USE OF TIF REVENUES 30 5.1 Certificate of Total Initial Equalized Assessed Value. The Townbuilder acknowledges that the Municipality has provided (or upon availability will provide) to the Townbuilder a true, correct, and complete copy of the Cook County Clerk's certification of the initial equalized assessed value("Initial EAV") of all taxable property within the Redevelopment Area,as determined pursuant to Section 11-74.4-9 of the TIF Act. Notwithstanding the foregoing the Townbuilder and the Municipality hereby agree that the Initial EAV for the Phase 1 Development Property shall be as specified in a Consent/Approval Form(Exhibit G),which shall be the basis for determining the amount of Incremental Taxes for deposit or credit to the Development Account. 5.2 Special Tax Allocation Fund. The Municipality agrees to maintain the Special Tax Allocation Fund, including the following accounts and such further accounts as the Municipality may deem appropriate in connection with the administration of the Special Tax Allocation Fund pursuant to the TIF Act and this Agreement: (A) Development Account (into which all Incremental Taxes shall be deposited or credited,including a Phase 1 subaccount in connection with Phase 1),and within it or such Phase 1 subaccount (i)with respect to each TIF Note(or,as applicable,each Refunding TIF Note,a "debt service subaccount" and (ii) a"qualified project costs sub-account"; and(B)the Municipality Account(into which all TIF Revenues,excluding Incremental Taxes with respect to the Phase 1 Development Property,shall be deposited or credited). All TIF Revenues shall be credited to the Special Tax Allocation Fund. Incremental Taxes to pay (x)debt service on a TIF Note shall be deposited into the debt service subaccount;(y)Qualified Project Costs other than debt service shall be deposited into the qualified projects costs subaccount;and as applicable,and not otherwise,(z) interest subsidy under Section 11-74.4-3 (q)(11)of the TIF Act shall be deposited into the interest subsidy subaccount. All TIF Revenues in excess of Incremental Taxes shall be deposited into the Municipality Account. While any TIF Note is outstanding and unpaid,Incremental Taxes shall be deposited into the debt service subaccount, and otherwise shall be deposited into(y)or(z)above as the Townbuilder directs,and into(y) if there is no direction by the Townbuilder. Prior to the issuance of any Refunding TIF Note, on or before December 1 in each calendar year, commencing December 1,2007,it shall be the sole responsibility of the Townbuilder to provide,or cause to be provided,the Municipality with either copies of paid real estate tax bills or other proof of payment of such taxes as provided by the County Treasurer for each lot, block, tract, or parcel constituting each applicable Development Area for the previous tax year together with the Townbuilder's determination,based on available information,of the Incremental Taxes to be deposited or credited to the Development Account. The failure of the Townbuilder to provide such information to the Municipality as to the increment of some individual parcels will result in the Municipality not depositing the undetermined Incremental Taxes into the Development Account for those parcels. After the issuance of a Refunding TIF Note for such the Phase 1 Development Property, the Municipality on or before each such December 1 shall determine the amount of applicable Incremental Taxes and deposit or credit such amount to the Phase 1 debt service subaccount of the Development Account under this Agreement. 5.3 TIF Note. Each TIF Note shall be in substantially the form set forth in Exhibit E. The interest rate or rates on the TIF Note shall be as set by an Authorized Townbuilder Representative and an Authorized Municipal Representative,to be specified in an applicable Authenticating Order,but not to exceed the interest rate or rates under the Bond Authorization Act. Also, in connection with any outstanding TIF Note,the Townbuilder,on a quarterly basis(i.e. 5 business days after each January 15,April 15,July 15 and October 15)shall provide the Municipality with an accounting status as to outstanding principal and accrued interest as of each such January 15,April 15, July 15 and October 15. Any TIF Note or Refunding TIF Note(or other financing or debt instrument)which is secured by the 31 Phase 1 A Municpal Mortgage)shall be superior to any other TIF Note or Refunding TIF Note in connection with this Agreement. 5.4 Refunding TIF Note. At the Townbuilder's request,and pursuant to arrangements made by or on behalf of the Townbuilder,to which arrangements and related documentation the Municipal shall not unreasonably withhold approval,the Municipality shall undertake supplemental proceedings to issue one or more Refunding TIF Notes to refund the TIF Notes issued and/or drawn upon under this Agreement. No Refunding TIF Notes shall be issued until all TIF Notes are fully issued or drawn upon,or so certified by the Townbuilder. Such Refunding TIF Notes shall have such terms and provisions,among others customary to such financings with terms and process to be specified in an Authenticating Order, substantially as follows: (a) The interest on the Refunding TIF Notes shall be"tax-exempt"under Sections 103 and 141 et seq. of the Code to the extent lawful. (b) The interest rate or rates on the Refunding TIF Notes shall be determined or set such that the interest cost is as reasonably low as practicable, and specified in an applicable Authenticating Order. (c) The Refunding TIF Notes shall have a first lien on all Incremental Taxes generated and derived from the Phase 1 Development Property and on deposit or credited to the Phase 1 debt service subaccount of the Development Account, and not otherwise. (d) The Refunding TIF Notes shall have a non prepayment period(or"no call"period)for five years from their issuance,and thereafter the prepayment/call notice shall be with at least 30 days prior notice to the holders thereof. (e) The Refunding TIF Notes shall have such other and further terms and provisions as shall be agreed upon by and between the Municipality and the Townbuilder,as specified in an applicable Authenticating Order. 5.5 Payment and Discharge. Notes may be discharged,payment provided for,and the Municipality's liability terminated, in whole or in part,as follows: (i)Discharge of Indebtedness. If(i)the Municipality shall pay or cause to be paid to the registered owners of the Notes the principal,premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and herein, (ii)all fees and expenses, if any,of the Registrar and Paying Agent shall have been paid,and(iii)the Municipality shall keep,perform and observe all and singular the covenants and promises in the Notes and in this Agreement expressed as to be kept, performed and observed by it or on its part,then these presents and the rights hereby granted shall cease,determine and be void. If the Municipality shall pay or cause to be paid to the owners of the Notes of a particular series,or of a particular maturity within a series,the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and herein,such Notes shall cease to be entitled to any lien,benefit or security under this Agreement, and all covenants, agreements and obligations of the Municipality to the owners of such Notes shall thereupon cease,terminate and become void and discharged and satisfied. (ii) Provision for Payment. Notes for the payment sufficient monies or sufficient government securities shall have been irrevocably deposited in a separate account of the Municipality for such purpose(whether upon or prior to the maturity or the redemption date of 32 such Notes)shall be deemed to be paid within the meaning of this Agreement and no longer outstanding under this Agreement;provided,however,that if such Notes are to be redeemed prior to the maturity thereof,notice of such redemption shall have been duly given as provided in this Agreement or arrangements satisfactory to the Registrar(including certified public accountant verifications and opinions of counsel,as requested)shall have been made for the giving thereof. Government securities shall be considered sufficient only if such investments are not redeemable prior to maturity at the option of the issuer thereof and mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest and to pay principal and redemption premiums if any when due on the Notes without rendering the interest on any tax- exempt Notes taxable under the Code. The Municipality may at any time surrender to the Registrar for cancellation by it any Notes previously authenticated and delivered thereunder,which the Municipality may have acquired in any manner whatsoever, and such Notes, upon such surrender and cancellation, shall be deemed to be paid and retired. (iii) Termination of Municipality's Liability. Upon the discharge of indebtedness under paragraph(i)hereof,or upon the deposit in a separate account of the Municipality for such purpose or another appropriate escrow agent of sufficient money and government securities for the retirement of any particular Note or Notes,all liability of the Municipality in respect of such Note or Notes shall cease,determine and be completely discharged and the registered owners thereof shall thereafter be entitled only to payment out of the money and the proceeds of the government securities deposited as herein described for the payment. 5.6 Equity Sharing. The Townbuilder acknowledges that the level of financial assistance provided by the Municipality under this Agreement is based upon the Pro Forma,(Exhibit D). Within sixty (60)days of issuance of a final Certificate of Substantial Completion for the Phase 1A Private Development, the Townbuilder shall submit to the Authorized Municipal Representative a certification of actual costs in each of the categories shown on the Pro Forma. The Townbuilder shall provide such documentation as the Authorized Municipal Representative deems necessary to confirm the actual costs. The Municipality shall have the certified actual costs reviewed by its financial advisers and shall notify the Townbuilder in writing when they are determined by it and its financial advisers to be acceptable. If not so determined to be acceptable,the resubmission/revision process shall be substantially as provided in the second paragraph of paragraph 3.2.1(c). Once the certified actual costs are deemed to be acceptable to the Municipality,to the extent they show a "return on project costs" (as calculated by the Municipality's independent financial advisers) to the Townbuilder in excess of ten percent(10%),fifty percent(50%)of such excess(the "50%excess")shall be paid to the Municipality,such payment to be made within thirty(30)days of acceptance of the certified actual costs by the Municipality. Notwithstanding the foregoing,the form certifying to the Townbuilder such 50% excess,the Municipality shall obtain an opinion of special TIF Counsel that the receipt of such amount will not adversely affect the tax-exempt status of the interest on any tax-exempt Notes, and otherwise the amount actually to be certified to the Townbuilder for payment shall�an such if any,such TIF Counsel's lesser opinion have such an excess,as shall be applied to a specific cost that would tax-exempt status impact.. ARTICLE VI. GENERAL PROVISIONS 6.1 Assignment. The rights, duties and obligations of a party to this Agreement shall be assignable subject to prior written approval of the other party, which approval hall no be wea onably withheld or delayed, provided that the Townbuilder may not make any Municipality's written consent until completion of the Phase 1 Private Development and the Phase 1 33 Infrastructure,at the times,in the manner and with the effect as provided in this Agreement. Notwithstanding the foregoing,the Townbuilder may assign this Agreement in whole and not in part prior to completion of the Phase 1 Private Development and the Phase 1 Infrastructure to an Affiliate,provided that 10 days prior to the execution and delivery of the applicable assignment documents true, correct and complete copies of such assignment documents,together with true, correct and complete copies of the assignee's organizational and authorizing documents, are provided to the Authorized Municipal Representative and to the Municipal Attorney and within 10 days of execution and delivery thereof true, correct and complete copies of such executed assignment documents and organization and authorizing documents, as certified by an Authorized Townbuilder Representative,are filed with the Village Clerk. 6.2 Remedies. Except as otherwise specifically provided in this Agreement,in the event of any default in or breach of any term or condition of this Agreement by either party or any permitted successor or assign, the alleged defaulting or breaching party shall, upon written notice from the other party, proceed immediately to cure or remedy such default or breach, and, shall, in any event,within thirty(30)days after receipt of such notice,commence to cure or remedy such default. In case such cure or remedy is not taken or not diligently pursued or the default or breach is not 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 and remedy such default or breach,including but not limited to proceedings to compel specific performance by the defaulting or breaching party. Notwithstanding anything herein to the contrary,the sole remedy of the Townbuilder in the event of a default by the Municipality under any of the terms and provisions of this Agreement shall be to institute legal action against the Municipality for specific performance or other appropriate equitable relief;and under no circumstances shall the Municipality be subject to any monetary liability or be liable for damages (compensatory or punitive or consequential or otherwise)under the provisions,terms and conditions of this Agreement in excess of Incremental Taxes duly deposited into the Development Account. Except as to the foregoing,the parties shall have all remedies with respect to this Agreement available under applicable law. 6.3 Force Majeure. Neither the Municipality nor the Townbuilder nor any successor in interest shall be considered in breach or default of their respective obligations under this Agreement, and times for performance of obligations hereunder shall be extended, in the event of any delay caused by force majeure, including,without limitation,damage or destruction by fire or casualty;condemnation;strike; lockout;civil disorder; war; restrictive government regulations; issuance of any permits and/or legal authorization by the governmental entity necessary to proceed with the Redevelopment Activities or any portion thereof;shortage or delay in shipment of material or fuel; inability to secure labor or materials within established budget limitations, including contingencies; acts of God; unusually adverse weather or wet soil conditions; environmental conditions;adverse conditions affecting the work on the Development Property;or other like causes beyond the parties' reasonable control, including but not limited to, any litigation, court order or judgment resulting from any litigation affecting the validity of the Redevelopment Plan, the Development Project,this Agreement,or the TIF Notes;provided that such event of force majeure shall not authorize a delay hereunder of more than 60 days in any one calendar year without the approval of the other party, which approval shall not be unreasonably withheld or delayed,and any days unused in one calendar year shall not be carried over to increase the number of days of permitted delay in any subsequent calendar year. A party seeking to extend the time for performance of obligations pursuant to this Section shall notify the other party within ten (10) business days (of the Municipality) of the event of delay caused by force majeure, and otherwise may not claim any time extension in that connection. 6.4 Notices. Any notice,demand,or other communication required by this Agreement to be given by either party hereto to the other shall be in writing and shall be sufficiently given or delivered if dispatched 34 by certified United States first class mail,postage prepaid;sent by facsimile with confirmation of transmittal; or delivered personally, (i) In the case of the Townbuilder,to: Marquette Property Investments, Inc. tel: (630)364-0000 15 W.Jefferson Ave.,2nd Floor fax: (630)364-0003 Naperville, Illinois 60540 Attn: Jeff Prosapio j p rosap i o @m argn et.com cc: bbottarelli @margnet.com cc: nzyan @margnet.com with a copy to: Robert C. Kenney,Esq. tel: (312)422-7657 Schain,Burney,Ross&Citron,Ltd. fax: (312)332-4514 222 N. LaSalle Street, Suite 1910 Chicago,Illinois 60601 rkenny( schainlaw.com (ii) In the case of the Municipality,to: Village of Lemont tel: (630)243-2709 418 Main Street fax: (630)243-0958 Lemont,Illinois 60439-3708 Attn: Village Administrator gholmes @lemont.il.us tsch loneger @lemont.i i.us bwehmeier @lemont.il.us jbrown @lemont.il.us With a copy to: Village Attorney tel: (630)257-5816 Antonopoulos&Virtel,P.C. fax: (630)257-8619 15419— 127th Street, Suite 100 Lemont,Illinois 60439 Attn: John P.Antonopoulos,Esq. avlawoffice@sbcglobal.net or to such other address with respect to either party as that party may,from time to time,designate in writing and forwarded to the other as provided in this Paragraph. 35 6.5 Conflict of Interest. No member of the President and Board of Trustees or any branch of the Municipality's government who has any power of review or approval of any of the Townbuilder's undertakings,or of the Municipality's contracting for goods or services for the Development Property,shall participate in any decisions relating thereto which affect that member's personal interests or the interests of any corporation or partnership in which that member is directly or indirectly interested or otherwise in violation of and otherwise in compliance with Section 11-74.4-4(n)of the TIF Act. Any person having such interest shall immediately, upon knowledge of such possible conflict, disclose in writing to the President and Board of Trustees the nature of such interest and seek a determination by the President and Board of Trustees with respect to such interest,and in the meantime shall not participate in any actions or discussions relating to the activities herein proscribed and otherwise in compliance with Section 11-74.4-4(n)of the TIF Act. 6.6 Insurance. The Townbuilder shall cause there to be insurance as hereinafter set forth at all times during the process effecting, acquiring, constructing and installing Redevelopment Activities or the Development Project under this Agreement and shall provide the Municipality with one or more applicable certificates of insurance naming the Municipality, its Governing Body, officials, agents, employees, and independent contractors as additional insureds in compliance with the Insurance Requirements in Exhibit F. The Muncipality acknowledges that the contract for the Parking Structure exceeds these requirements. (i) Builder's risk insurance, written on the so called "Builder's Risk — Completed Value Basis,"in an amount equal to one hundred percent(100%)of the insurable value of any construction work at the date of completion,and with coverage available in non-reporting form on the so called "all risk"form of policy; (ii) Comprehensive general liability insurance(including operations,contingent liability,operations of subcontractors,completed operations and contractual liability insurance)together with an owner's contractor's policy, with limits against bodily injury and property damage of not less than Two Million Dollars($2,000,000)for each occurrence(to accomplish the above required limits,an umbrella excess liability policy may be used); and (iii) Worker's compensation insurance,with statutorily required coverage. The policies of insurance required pursuant to this paragraph 6.6 shall be in form and content satisfactory(the approval of which shall not be unreasonably withheld)to the Municipality and shall be placed with financially sound and reputable insurers licensed to transact business in the State of Illinois. The policy of insurance delivered pursuant to clause(i)above shall contain the agreement of the insurer to give not less than thirty(30)days advance written notice to the Municipality in the event of cancellation of such policy or change affecting the coverage thereunder. To the extent that(i)or(ii)or(iii)above are inconsistent with or provide lesser coverages than the Insurance Requirements,the Insurance Requirements shall control. 6.7 Inspection. Prior to the completion of the Redevelopment Activities,the Townbuilder shall allow authorized representatives of the Municipality access to the Development Property from time to time for reasonable inspection thereof upon reasonable advance notice. 6.8 Choice of Law. This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the internal laws of the State of Illinois for all purposes and intents. 6.9 Entire Agreement;Amendment. The parties agree that this Agreement constitutes the entire agreement between the parties and that no other agreements or representations other than those contained in 36 this Agreement have been made by the parties. This Agreement shall be effective when signed by the authorized officers of the parties,and shall be amended only by a writing signed by the authorized officers of the parties. 6.10 Counterparts. This Agreement is executed in multiple counterparts, each of which shall constitute one and the same instrument. 6.11 Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the invalid provision. 6.12 Representatives Not Personally Liable. No official, agent, employee, independent contractor or representative of the Municipality shall be personally liable to the Townbuilder in the event of any default or breach by any party under this Agreement, or for any amount which may become due to any party,or on any obligations under the terms of this Agreement. 6.13 Actions Contesting the Validity and Enforceability of the Redevelopment Plan. In the event a third party brings an action against the Municipality or the Municipality's Governing Body,officials, agents, employees and representatives contesting the validity or legality of the Redevelopment Area, the Redevelopment Plan,the TIF Notes,the Development Project,this Agreement or the ordinances approving this Agreement or the TIF Notes,the Townbuilder may at the Townbuilder's option,assume the defense of such claim or action (including, without limitation, to settle or compromise any claim or action for which the Townbuilder has assumed the defense) with counsel mutually acceptable to the Municipality and the Townbuilder. The parties expressly agree that so long as no conflicts of interest exist between them,the same attorney or attorneys may simultaneously represent the Municipality and the Townbuilder in any such proceeding. All cost of any such defense,whether incurred by the Municipality or the Townbuilder,shall be deemed to be eligible Qualified Project Costs and reimbursable from any amounts in the Special Allocation Fund,subordinate to any Refunding TIF Notes and subject to Article IV of this Agreement. 6.14 Release, Defense and Indemnification. In connection with release, indemnification and defense,to the fullest extent of applicable law,the following subparagraphs of this Paragraph 6.14 shall apply (provided that reference to Development Property means only the part or parts of the Development Property owned or controlled by the Townbuilder and with respect to the period of such ownership or control(and as applicable, assignees)): 6.14.1 Notwithstanding anything herein to the contrary, the Municipality, its Governing Body,officials,attorneys,agents,employees and independent contractors shall not be liable to the Townbuilder for damages of any kind or nature whatsoever or otherwise in the event that all or any part of the TIF Act,or any ordinance of the Municipality adopted in connection with either the TIF Act, this Agreement or the Redevelopment Plan,shall be declared invalid or unconstitutional in whole or in part by the fmal(as to which all rights of appeal have expired or have been exhausted)judgment of any court of competent jurisdiction,and by reason thereof either the Municipality is prevented from performing any of the covenants and agreements herein or the Townbuilder is prevented from enjoying the rights and privileges hereof;provided that nothing in this paragraph shall limit claims by Townbuilder against the Development Account of the Special Allocation Fund or actions by the Townbuilder seeking specific performance of relevant contracts. 37 6.14.2 The Townbuilder releases from and covenants and agrees that the Municipality and its Governing Body,officials,agents,employees and independent contractors shall not be liable for,and agrees to indemnify and hold harmless the Governing Body, officials, attorneys, agents, employees and independent contractors thereof against,any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the construction of the Development Project,except as such may be caused by the intentional conduct,gross negligence,negligence or other acts or omissions of the Municipality, its Governing Body,officials,agents,employees or independent contractors that are contrary to the provisions of this Agreement. 6.14.3 The Municipality and its Governing Body, officials, agents, employees and independent contractors shall not be liable for any damage or injury to the persons or property of the Townbuilder or its officers, agents, independent contractors or employees or any other person who may be about the Development Property or Development Project due to any act of negligence of any person,except as such may be caused by the intentional misconduct,gross negligence,or acts or omissions of the Municipality, its Governing Body,officials,agents,employees,or independent contractors that are contrary to the provisions of this Agreement. 6.14.4 All covenants,stipulations,promises,agreements and obligations of the Municipality contained herein shall be deemed to be the covenants,stipulations,promises,agreements and obligations of the Municipality and not of any of its Governing Body, officials, attorneys, agents, employees or independent contractors in their individual capacities. 6.14.5 No member of the Governing Body, officials, attorneys, agents, employees or independent contractors of the Municipality shall be personally liable to the Townbuilder(i)in the event of a default or breach by any party under this Agreement, or (ii)for any amount or any TIF Notes which may become due under the terms of this Agreement. 6.14.6 Notwithstanding anything herein to the contrary,the Municipality shall not be liable to the Townbuilder for damages of any kind or nature whatsoever arising in any way from this Agreement,the TIF Notes or any other obligation or agreement made in connection therewith or from any breach thereof,or arising from a declaration by a final judgment by a court of competent jurisdiction that all or any portion of the Act is unconstitutional or that any ordinance of the Municipality adopted in connection with this Agreement, the Redevelopment Plan or the TIF Act is invalid or unconstitutional in whole or in part;provided that nothing in this paragraph shall limit claims by Townbuilder against the Special Allocation Fund or actions by the Townbuilder seeking specific performance of this Agreement or relevant contracts. 6.14.7 The Townbuilder agrees to indemnify,defend and hold harmless the Municipality,its Governing Body,officials,agents,employees and independent contractors,from and against any and all suits, claims and cost of attorneys' fees, resulting from, arising out of, or in any way connected with (i) this Agreement or the TIF Notes (except contractual agreements or covenants undertaken by the Municipality outside of this Agreement or tax increment revenue obligations issued by the Municipality not authorized by this Agreement),including any opinions regarding their validity,(ii)the design,acquisition,construction and installation of the Development Project,and(iii)the negligence or willful misconduct of the Townbuilder,its officials, agents, employees or independent contractors in connection with the management, development, redevelopment and construction of the Development Project,except as such may be caused by the intentional conduct,gross negligence,negligence or breach of this Agreement by the Municipality,its Governing Body, officials,agents, employees or independent contractors. 38 6.14.8 To the extent permitted by law,the Townbuilder agrees to indemnify,defend,and hold harmless the Municipality, its Governing Body, officials, attorneys, agents, employees and independent contractors,from and against any and all claims,demands,costs,liabilities,damages or expenses, including attorneys' and consultants' fees,investigation and laboratory fees,court costs and litigation expenses,arising from: (i)any release or threat of a release,actual or alleged,of any hazardous substances,upon or about the applicable Development Property or respecting any products or materials thereafter located upon,delivered to or in transit to or from the applicable Development Property regardless of whether such release or threat of release or alleged release or threat of release has occurred or hereafter occurs(and except where such release occurs as a result of any act,omission,negligence or misconduct of the Municipality);(ii)(A)any violation (actual or alleged)of,or any other liability under or in connection with,any environmental laws relating to or affecting the applicable Development Property created by the Townbuilder or its agents, or (B) any now existing or hereafter arising violation,actual or alleged,or any other liability,under or in connection with,any environmental laws relating,to any products or materials previously,now or hereafter located upon,delivered to or in transit to or from the applicable Development Property created by the Townbuilder or its agents, regardless of whether such violation or alleged violation or other liability is asserted or has occurred or arisen prior to the date hereof or hereafter is asserted or occurs or arises and regardless of whether such violation or alleged violation or other liability occurs or arises,as the result of any act,omission,negligence or misconduct of the Townbuilder or any third party or otherwise; (iii) any assertion by any third party of any claims or demands for any loss or injury arising out of,relating to or in connection with any hazardous substances on or about or allegedly on or about the Development Property; or(iv) any breach, falsity or failure of any of the representations,warranties,covenants and agreements of the like. For purposes of this paragraph,"hazardous materials" includes, without limit, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,as amended(42 U.S.C.§§9601 et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. §§ 1801 et seg.), the Resource Conservation and Recovery Act,as amended(42 U.S.C. §§9601 et seg.),and in the regulations adopted and publications promulgated pursuant thereto,or any other federal,state or local environmental law,ordinance, rule,or regulation. 6.14.9. In the event litigation or other proceedings are threatened (whether or not suit or other proceedings are filed)or commenced against the Municipality related to either or both of(i)the Downtown District Regulations or(ii)the designation of the Redevelopment Area as a redevelopment project area under the TIF Act or the approval of the Redevelopment Plan or Redevelopment Project for the Redevelopment Area or the adoption of TIF for the Redevelopment Area, the Municipality hereby covenants and agrees, at the Townbuilder's cost and expense,including attorneys fees and related costs and disbursements,to undertake the defense of the Downtown District Regulations under(i)and the Municipality hereby covenants and agrees to undertake the defense of any such litigation or other proceedings related to TIF under(ii). The Townbuilder and the Municipality each will cooperate with the other in connection with any such defense. All costs of such defense,including attorneys fees,disbursements and costs,shall be additional Qualifying Project Costs under this Agreement,and when incurred shall constitute a prior claim,pledge or lien against Incremental Taxes and all other TIF Revenues not subject at the time to any prior claim,pledge or lien,including but not limited to any debt service payments on any TIF Notes. 6.15 Covenant to Comply with Applicable Laws. The Townbuilder hereby warrants and covenants that in performing the Development Project it will comply with all applicable laws. 39 6.16 Recordable Memorandum. The Townbuilder or the Municipality may record a memorandum of this Agreement in the office of the Cook County Recorder,and the agreements and covenants contained herein shall be a covenant running with the land. 6.17 Survival. Notwithstanding the expiration,termination or breach of this Agreement by either agreements contained in Article VI,Sections 3.9(as to the certification),6.3,6.11,6.12,6.13,6.14 party,the agree ( and 6.15 of this Agreement shall, except as otherwise expressly set forth herein, survive such expiration, termination or breach of this Agreement by either party. 6.18 Term. This Agreement shall be in effect upon its execution by the Municipality and the Townbuilder and shall terminate at the end of the longest period provided for by the TIF Act or otherwise applicable law,unless otherwise earlier terminated by the provisions hereof. In connection with Section 11- 74.4-7 the TIF Act, obligations shall have a term not exceeding 20 years. Certain payment obligations (including a TIF Note)under this agreement constitute"obligations" subject to such 20-year limit. [The remainder of this page is intentionally left blank.] 40 IN WITNESS WHEREOF,the Municipality and the Townbuilder have caused this Agreement to be executed in their respective names and caused their respective seals to be affixed thereto and attested as to the date first above written. This may be executed in counterparts. "MUNICIPALITY": VILLAGE OF LEMONT,ILLINOIS (SEAL) By Village President Attest: Village Clerk ACKNOWLEDGMENT STATE OF ILLINOIS ) SS. COUNTY OF COOK ) On this day of ,2006,before me,the undersigned,a Notary Public,appeared and ,to me personally known,who,being by me duly sworn, did say that they are the Village President and the Village Clerk,respectively,of the VILLAGE OF LEMONT,ILLINOIS,a body politic and corporate duly authorized,incorporated and existing under and by virtue of the laws of the State of Illinois, and that the seal affixed to the foregoing instrument is the corporate seal of such Municipality, and that such instrument was signed and sealed in behalf of the Municipality by authority of its President and Board of Trustees, and said officials acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of such Municipality. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my notarial seal,the day and year last above written. Notary Public (SEAL) 41 "TOWNBUILDER": MARQUETTE PROPERTY INVESTMENTS,INC By Its President ACKNOWLEDGMENT STATE OF ILLINOIS ) SS. COUNTY OF ) On this day of ,2006,before me,the undersigned,a Notary Public,appeared ,to me personally known,who,being by me duly sworn,did say that(s)he is President of Marquette Property Investments,Inc.duly authorized,established and existing under and by virtue of the laws of the State of Illinois,and that such instrument was signed and sealed in behalf of such limited liability company by authority of its board of directors, and such officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said limited company. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my notarial seal,the day and year last above written. Notary Public (SEAL) 42 EXHIBIT A Legal Description of the Phase 1 Development Property Parking Structure/Walkways/Adjacent Sidewalks Phase 1A Development Property/340 River Road That part of Lot 9 (except the West 400.50 feet as measured on the South line thereof) in County Clerk's Division of Unsubdivided Lands in Section 20, Township 37 North, Range 11 East of the Third Principal Meridian, lying South of the right-of-way of the Atchison Topeka and Santa Fe Railroad Company and East of the East line of State Street produced Northerly across said Lot 9, in Cook County, Illinois; Also, all of Block 5 in Singer and Talcott Stone Company's Subdivision of part of the West Half of the Southeast Quarter of Section 20, Township 37 North, Range 11 East of the Third Principal Meridian, lying North of Illinois Michigan Canal, and also Lot 10 in County Clerk's Division of Unsubdivided Lands in said Section 20, taken as a tract, except the Easterly 180 feet thereof, all in Cook County, Illinois. Phase 1B Development Property/Post Office Site The east 180.00 feet of the north 105.00 feet of Block 5 in Singer and Talcott Stone Company's Subdivision of part of the West l of the Southeast 14 of Section 20, Township 37 North, Range 11 East of the Third Principal Meridian, lying north of the Illinois and Michigan Canal, in Cook County, Illinois. Phase 1C Development Property/240 River Road A-1 EXHIBIT A-1 Concept Site Plan i qpi ijo. 1 I I \\.'\' '''\\• ;, HE tii.- 1 , --------- -L -L---3- -------- ' ...-•••_._________•., \ , , - • , i , • • } • i • 1 , • , , • i I • •,i I i i : •1 L . AI 1 i It i ■ . !k,,,Nt" i !i ! 7 I.. % • • :. L . '!- -1, ------Ili. I -. . .• , ' '''''.'----4 kk, • ' , 1 1.• 3 ,1 4" . . -, ,.. . . „ ..% . % — 4; 1 •_ _. • . *'1i ,....s.„;.:le ,, , : i.\A '‘ ‘ ....., i1/4 ! . , '‘ % i bk,,,, \ ' i ■ :,;::tilime‘irrl . \ I I I i ! ! -': —-::— : ...i.i \ : --: :1 '' I ,.! ‘ I '''a \:. . I 1 1 \ , -) ! '! /' ! !i:\ Tr''',_ ! r- - 1 ' • 1;1 ' M11 I 'i \ -1 ■ ‘, I , ... , 1 , ‘ _. . ..... , . ..i _. , .. . .., -... , . , 1N, aislif ' •-\. \ .... f , \! *■,,,,, 70 ! ' IktS44' Kam,4, , . .. i‘. • ,.• , i "..Tivki , , , - • . - f . ; I 1 1 I i i i i 1 i i 1 i i i i i i 1 1 i i 1 ; i i i i i i i i i 1 i i J 1iA k 1 i R (s os ° 0 EXHIBIT B Certificate of Substantial Completion The undersigned is the of ,the Architect/Engineer for the Phase_Project,including the applicable Redevelopment Activities,carried out by Marquette Property Investments, Inc., (the "Townbuilder"), in accordance with the terms of that certain Redevelopment Agreement dated as of ,2006(the "Agreement")between the Townbuilder and the Village of Lemont,Illinois(the "Municipality"). The undersigned hereby certifies to the Townbuilder and the Municipality that:(a)the implementation of[all/a functional portion]of the Redevelopment Activities[,which functional portion is described in the following paragraph,]has been reviewed and found to be substantially complete;(b) [all/such functional portion] of the improvements associated with the Redevelopment Activities have been constructed in a workmanlike manner and in accordance with the Development Plans (as those terms are defined in the Agreement);(c) lien waivers for applicable portions of such improvements have been obtained;and(d)the date of substantial completion of[all/such functional portion] of the Redevelopment Activities is the date of this Certificate. The functional portion of the Redevelopment Activities consists of: In witness whereof, the undersigned has duly executed this Certificate on the day of 6. [NAME OF PROJECT ARCHITECT/ENGINEER] (SEAL) By: Title: Attest: B-1 ACKNOWLEDGMENT STATE OF ) ) SS. COUNTY OF ) On this day of , ,before me,the undersigned,a Notary Public,appeared , who being before me duly sworn did say that he is the of [name of project architect/engineer],a ,and that said instrument was authorized by and signed on behalf of said , and said acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said IN WITNESS WHEREOF,I have hereunto set my hand and affixed my notarial seal,the day and year last above written. Printed Name: Notary Public in and for said State Commissioned in County (SEAL) My commission expires: B-2 EXHIBIT C Certificate of Qualified Project Costs/Requisition TO: Village of Lemont,Illinois RE: Redevelopment Agreement dated ,2006 by and between the Village of Lemont,Illinois and Marquette Property Investments,Inc. You are hereby notified that in accordance with Ordinance No. adopted on ,2006 (the "Ordinance"),of the Village of Lemont,Illinois(the "Municipality"),and that certain Redevelopment Agreement (the "Agreement") dated as of , 2006, by and between Marquette Property Investments,Inc.(the "Townbuilder")and the Municipality, that the Townbuilder has incurred the following Qualified Project Costs: Payee Amount Description of Qualified Project Costs Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. The undersigned hereby states and certifies that: 1. Each item listed above is a Qualified Project Cost and was incurred in connection with the acquisition, construction, and installation of the Development Project. Attached to this Certificate is supporting documentation of the nature and amount of each Qualified Project Cost submitted herein. 2. The(se)Qualified Project Cost(s)has/have been incurred by the and are presently due and payable or have been paid by the and are payable or reimbursable under the Agreement. 3. Each item listed above has not previously been paid or reimbursed from moneys in the Special Allocation Fund and no part thereof has been included in any other certificate previously filed with the Municipality. 4. There has not been filed with or served upon the Townbuilder any notice of any lien,right of lien or attachment upon or claim affecting the right of any person,firm or corporation to receive payment of the amounts stated in this request,except to the extent any such lien is being contested in good faith. 5. All necessary permits and approvals required for the portion of the Redevelopment Activities on the Development Project for which this certificate relates have been issued and are in full force and effect. C-1 6. All Redevelopment Activities for which payment or reimbursement is requested has been performed in a good and workmanlike manner and in accordance with,the Development Plans, the Concept Site Plan and the Agreement. 7. In the event that any cost item to be paid or reimbursed under this certificate is deemed to not constitute a"development project cost"within the meaning of the TIF Act and the Redevelopment Agreement, the Townbuilder shall have the right to substitute other eligible Qualified Project Costs for payment hereunder. [8. The costs to be paid or reimbursed under this certificate constitute advances qualifying for issuance of or draw upon a TIF Note.] 9. The following shows: (i) the line item under the Redevelopment Plan for each Qualified Project Cost identified above and the beginning line item balance; (ii) the amount of each such Qualified Project Cost identified above; and (iii) the line item balance after giving effect to the payment of such Qualified Project Costs. And (ii)Amount of (i)Line Item under the Plan BBeginnino Line Item Balanc Qualified Project Cost (iii)Fnding Line Item Balance 10. The Townbuilder is not in default or breach of any term or condition of the Agreement. Dated this day of MARQUETTE PROPERTY INVESTMENTS, INC. By: Printed Name: Title: Authorized Townbuilder Representative Approved for Payment this day of VILLAGE OF LEMONT, ILLINOIS By: Title: Authorized Municipal Representative C-2 EXHIBIT D Pro Forma Companies s orinx SF j'Unit Tet4 SF • -Roodontl4runits &' 3,201, ,a9poz Ratan Unitas 2.0 1,217 201.E Canxncn Aro04 ft#.9 For 84 t°i.:: i OF TOTAL SL TOTAL TOTAi& AO4AASITOON COST 1 Oorno S#r wars,r0 I-4 d in GM,-.,: a 7 iCi,'OOG Di1ECTCONSTRUCTION 14,119,12Y t`rti*;;-{,+a,MOM(F, S34%6if_i,'?. 1 till‘ 637 f,1;11P F.,.Vii;'I rOTt9rit",.-F rte- 2 If a $0,000 Omi.lOvopef-Civ-atileoo„.IT!FTX-0E OM 4% 3N Aet), TCOSTS Ar-elf ti,:r0t Enn}., ra9 xn -zx 1 c0414 Stt3.070 232,iao F r-Ope3ts TtlY ?rqe a ,r'd se5.u. 11'n a t,4tP; 104061 SAaNidnp 1,06$,273 Meoia 41,L,-qt/tILN-" 2 t-i. B ,013: 'xa t∎f>rOVATAksne t TIT^ 309,Me Ar'rai Adrift Ex, a *_ r,.s73 see*ComnO isn* 1,541 532 '.;r-r.,-.f•-03 3Vrlr. 6 1.2 ,it ` ipatttt,'&-,x.- 2 3-tKo,f,Ot NO/CMG 3. 1151 Addifioral PA6zaaane€it ' S'. : 14:: 4 1,,.. 0ONTISOENOY 352,353' it,itir t ol.ti,orc t# I, TOTAL SOFT STS , #, 'A TOTAL LEVEL i !COST$ 1004 6%, aossoss sus PRICE TOO A& setae e FT 10-F7' P,00440Artsi 24.6-60 WOW .;24,2”.401) 0 2,1$00 N, 6 .:: ,156' TOTAL 11400001E SOLSOL6010' TOTAL WOVE ;/39* $tn TOTAL a99T 23,8^ 11 PA01011 20661464 &A-0440N_ 4-0101.0 Ptepatoti fly"Sri=san.1 4sootatos. 412 D-1 EXHIBIT E REGISTERED REGISTERED NO. _- ( ) $ Maximum Aggregate Principal Amount UNITED STATES OF AMERICA STATE OF ILLINOIS THE COUNTIES OF COOK,DUPAGE AND WILL VILLAGE OF LEMONT [SUBORDINATE LIEN]TAX INCREMENT REDEVELOPMENT REVENUE NOTE [DOWNTOWN CANAL DISTRICT I REDEVELOPMENT PROJECT AREA/PHASE 1] SERIES 200 INVESTMENT IN THIS NOTE IS SPECULATIVE AND INVOLVES A VERY HIGH DEGREE OF RISK. THIS NOTE MAY BE TRANSFERRED ONLY AS A WHOLE AND NOT IN PAR T. THIS NOTE INCLUDES THE ATTACHED "SCHEDULE ULE OF ADVANCES"AND"PAYMENT SCHEDULE". THE HOLDER OF THIS NOTE AND ANY PROSPECTIVE TRANSFEREE MUST CONTACT THE PAYING AGENT FOR THIS NOTE TO CONFIRM PAYMENT STATUS. THE PAYMENT SCHEDULE MAY NOT REFLECT CURRENT PAYMENT STATUS. THIS NOTE IS SUBJECT TO A CONDITION HEREIN THAT ANY INSUFFICIENT COVERAGE OF INCREMENTAL TAXES IS NOT A DEFAULT OR AN EVENT OF DEFAULT. Interest Rate: Maturity Date: Dated Date: Variable ( , 20_, Variable—See Schedule but not to exceed 20 years of Advances with respect to any specific Draw) — See Schedule of Advances Registered Owner: Maximum Aggregate Principal Amount: Dollars KNOW ALL BY THESE PRESENTS.that the Village of Lemont,Cook,DuPage and Will Counties, Illinois(the"Municipality"),hereby acknowledges itself to owe and for value received promises to pay from the source and as hereinafter provided to the Registered Owner identified above, or registered assigns as hereinafter provided, up to the Maximum Aggregate Principal Amount identified above (to the extent drawn as shown on the attached Schedule of Advances and outstanding and unpaid) and to pay interest (subject to limitations and restrictions hereinafter stated) on the outstanding principal balance (as shown on the attached Schedule of E-1 Advances)of such Maximum Aggregate Principal Amount(the"Principal Amount")from the first advance shown on the Schedule of Advances and from the date or dates of each subsequent advance as shown on such Schedule of Advances (or from the most recent interest payment date to which interest has been paid, as the case may be) at the Interest Rate per annum set forth above, commencing the first December 15 following at least twelve(12)months from the date of the first draw hereon,and on each December 15 thereafter until such Principal Amount is paid,except as the provisions hereinafter set forth with respect to prepayment and the application of Incremental Taxes (defined below), pursuant to the Redevelopment Agreement dated as of , 2006 (with respect to which undefined terms herein shall have the meanings therein,the"Redevelopment Agreement")by and between the Municipality and Marquette Property Investments,Inc.,an Illinois corporation(including its authorized successors and assigns,the"Townbuilder"),are and become applicable hereto. All principal and interest payments,if any,shall be made on December 15 of each year,commencing the first December 15 following at least twelve(12)months from the date of the first draw hereon. The principal hereof and interest hereon are payable in lawful money of the United States of America by check or draft of the Municipality upon the Phase 1 debt service subaccount of the Development Account. The transmittal of such a check or draft shall specify the principal component (in integral multiples of$0.01) and interest component of such a payment. Such payment of principal and interest shall be made to the Registered Owner hereof on the registration books of the Municipality,maintained by the Village Treasurer as registrar("Registrar", and who also shall be the paying agent, the"Paying Agent"), at the close of business on the fifth (5th)day of the calendar month of the applicable payment date and shall be paid by check or draft of the Municipality mailed to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Registrar. The Registrar shall not authenticate this Note until the Registered Owner and/or any pledgee,as the case may be, shall sign the Acceptance below. [Priority specification, as applicable.] THE FAILURE TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE WHEN DUE SOLELY BECAUSE OF AN INSUFFICIENCY OF INCREMENTAL TAXES SHALL NOT BE AN EVENT OF DEFAULT HEREUNDER OR UNDER THE REDEVELOPMENT AGREEMENT, A CONDITION AND RISK TO WHICH THE REGISTERED OWNER HEREOF BY THE ACCEPTANCE OF THIS NOTE IRREVOCABLY ASSENTS. This Note is an obligation issued pursuant to the Tax Increment Allocation Redevelopment Act(Section 5/11-74.4-1 et seq. of Chapter 65 of the Illinois Compiled Statutes,the "TIF Act"), as supplemented and amended(the "Act"),and under the Redevelopment Agreement and the principal of and interest on this Note are payable,if at all,and not otherwise,solely and only derived from Incremental Taxes from such Phase 1 Development Property portion of the Redevelopment Project Area, established under the Act, and as provided in and subject to the limitations provided in the Redevelopment Agreement pursuant to which the Municipality is issuing this Note. In connection with this Note,the term"Incremental Taxes"means,net of Surplus and net of all amounts required by operation of applicable law to be paid to others (for example,to school districts and library districts under Section 11-74.4-3(n)7.5 and 7.7 of the TIF Act), 100%of incremental property taxes from the Phase 1 Development Property under Section 11-74.4-8 of the E-2 TIF Act, as specified in the Redevelopment Agreement,derived solely and only from the Phase 1 Development Property, and not otherwise. This Note is being issued for the purpose of financing certain qualifying redevelopment project costs as set forth as"Qualified Project Costs" in the Redevelopment Agreement and redevelopment project costs in the Act. The Registered Owner by the acceptance of this Note assents to all the provisions of this Note and the Redevelopment Agreement. This Note, together with the interest hereon, is the special, limited obligation of the Issuer,payable solely from Incremental Taxes available therefor,and not otherwise. For the payment of this Note, both principal and interest, as aforesaid, if at all, on the due dates thereof, such Incremental Taxes specified in the Redevelopment Agreement are hereby pledged. THIS NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE MUNICIPALITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NO HOLDER OF THIS NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE GENERAL TAXING POWER OF THE MUNICIPALITY, THE STATE OF ILLINOIS OR ANY OTHER POLITICAL SUBDIVISION THEREOF, FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON. Under the Act and the Redevelopment Agreement, the Incremental Taxes shall be deposited in the Phase 1 debt service subaccount of the Development Account of the Municipality's Special Tax Increment Allocation Fund (the "TIF Fund") for the Redevelopment Project Area. Moneys on deposit in such Phase 1 debt service subaccount of the Development Account of the TIF Fund shall be applied to the payment of debt service on this Note as provided by the terms of the Redevelopment Agreement. The holder of this Note, including as a pledgee, as the case may be, as authorized pursuant to the Redevelopment Agreement,hereby represents, warrants and certifies, as follows: (1) No sale or transfer by the holder of this Note will result in a violation of the Securities Act of 1933,the Securities Exchange Act of 1934, any rules or regulations promulgated under either act, or the applicable securities laws of any other authority having jurisdiction in connection therewith. This Note has not been registered under any federal or state securities act,law or regulation. (2)The holder is aware that this Note is a special and limited obligation and does not represent a general obligation of the Village of Lemont, the State of Illinois or of any political subdivision thereof but is payable solely from Available Revenues derived under and in respect of the Redevelopment Agreement pursuant to which this Note is issued. Undefined terms herein shall have the meanings given them in the Redevelopment Agreement. Neither the Municipality nor any other person has made any representations concerning the realization of Available Revenues. The initial holder of this Note made or arranged all computations, forecasts and projections as to the receipt of Available Revenues. (3) The holder has, through its attorneys, agents and employees, investigated the public and private facilities and real property constituting the Development Project and the parts thereof to be financed with the proceeds of this Note and the allowable Qualified Project Costs. The E-3 holder acknowledges that it has through its counsel, advisors and consultants participated in the drafting of the underlying documents in connection with this transaction, and has investigated the Act,the Redevelopment Plan,the Redevelopment Agreement,the Redevelopment Project and the Municipality, and all requested information relating thereto as well as such other information as it deems necessary or appropriate as prudent and knowledgeable investor in evaluating this investment. The holder acknowledges that the Municipality has made available to such holder and the holder's representatives the opportunity to obtain additional information and the opportunity to ask questions of and receive satisfactory answers concerning it and the Redevelopment Plan,the Redevelopment Project,the Redevelopment Agreement and the nature and source of Available Revenues. Reaching the conclusion that the holder desires to acquire this Note(or to accept it as collateral)it has carefully evaluated all risks associated with this investment and acknowledges that it is able to bear the economic risks of this investment. The holder is, by reason of its knowledge and experience in financial and business matters in general and real estate transactions in particular, capable of evaluating the merits and risks of the investment in this Note(or accepting it as collateral). (4) The holder has reviewed and approved all documents in connection with this transaction, including the Redevelopment Plan, the Redevelopment Agreement, the eligibility of Qualified Project Costs to be financed with proceeds of this Note and all other related documents, certificates and opinions. (5)The Municipality has made no representation or warranty concerning the forecasts and projections of Available Revenues,nor has it represented or warranted as to the correctness of any statements or representations made or materials furnished by or on behalf of any planning consultant related to the Redevelopment Plan, the Redevelopment Project, or the Development Project or any other person in connection with this investment. (6)The holder has received all information which it has requested with respect to the Redevelopment Plan and the Redevelopment Project, the Available Revenues and the Redevelopment Agreement necessary in order to purchase this Note or accept it as collateral,and all other information relating thereto which it has requested has been furnished to it. (7) The holder hereby covenants and agrees to make available to any prospective purchaser or purchasers of this Note from it such information as is necessary or appropriate in the opinion of counsel to enable such prospective purchaser or purchasers to make an informed investment decision with respect hereto, and in general to conduct any resale of this Note by the holder to others as if the requirements of Regulation D under the Securities Act of 1933,as amended, were applicable thereto. (8)The initial holder has accepted this Note and all other documents in connection with the purchase of this Note as an inducement to the Municipality to issue this Note. (9)Each and every provision of this Note shall be binding upon the holder and its successors and assigns, including any pledgee. (10) This Note is transferable by the registered owner hereof, but only with the consent of the Municipality,and not otherwise in person or by such owner's attorney duly authorized E-4 in writing at the principal office of the Registrar in Lemont,Illinois,but only in the manner, subject to the limitations and upon payment of any charges imposed by law, and upon surrender and cancellation of this Note. Upon such transfer a new Note with the same terms will be issued to the transferee in exchange therefor. The Note is to be issued in Maximum Aggregate Principal Amount not to exceed the dollar amount specified on the first page hereof in fully registered form in the denomination of$0.01 or authorized integral multiples thereof. (11) Notwithstanding any other provision of this Note or the Redevelopment Agreement to the contrary, expressly or by inference or implication,certain limiting and restricting provisions of this Note are as follows: (a) The Municipality and the Registrar may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the Municipality nor the Registrar shall be affected by any notice to the contrary. (b) This Note is subject to mandatory prepayment on December 15 of each year, commencing the first December 15 following at least(12)months from the date of the first draw hereon, in any integral multiple of$0.01,without premium,to the extent of Available Revenues on deposit in the debt service subaccount of the Development Account of the TIF Fund, if at all, and not otherwise. ANY FAILURE TO PAY PRINCIPAL OR INTEREST WHEN DUE SOLELY BY REASON OF INSUFFICIENCY OF INCREMENTAL TAXES IN THE PHASE 1 DEBT SERVICE SUBACCOUNT OF THE DEVELOPMENT ACCOUNT OF THE TIF FUND SHALL NOT CONSTITUTE AN EVENT OF DEFAULT IN CONNECTION WITH THIS NOTE. (c)This Note is also subject to prepayment at the option of the Municipality in whole or in part, from any available funds therefor, at any time, in any integral multiple of$0.01, with not less than 10 days notice by the Municipality to the registered owner hereof plus accrued interest on such principal amount being so redeemed to the date fixed for prepayment. Written notice of prepayment in whole or in part of this Note shall be given by the Municipality to the registered owner or owners hereof by first class mail to the address shown on the registration books of the Municipality maintained by the Registrar or at such other address as is furnished in writing by the registered owner to the Registrar. The date of the mailing of such notice shall be not less than ten(10)days prior to such prepayment date, and when this Note or any portion thereof shall have been called for prepayment and payment made or provided for by setting aside funds in a segregated account therefor, interest hereon shall cease from and after the date so specified. (12) The rights and obligations of the Municipality and of the Registered Owner of this Note may be modified or amended only with the consent of the Municipality and of the Registered Owner of this Note. It is hereby certified and recited that all conditions,acts and things required by law to exist or to be done precedent to and in the issuance of this Note did exist,have happened,been done E-5 and performed in regular and due form and time as required by law, and the Municipality hereby covenants and agrees that it has made provision for the segregation of the Available Revenues under the Redevelopment Agreement and that it will properly account for such Available Revenues and will comply with all the covenants of and maintain the funds,accounts and subaccounts as provided by the Indenture. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar and the acceptance shall have been signed by the Registered Owner and/or pledgee or assigns, as the case may be. IN WITNESS WHEREOF,the Village of Lemont,Cook,DuPage and Will Counties, Illinois,by its President and Board of Trustees,has caused this Note to be signed by the manual signatures of the its Village President and Village Clerk,and its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified above. (SEAL) Village President Village Clerk Registrar/Paying Agent: Village Treasurer Village of Lemont 418 Main Street Lemont, Illinois 60439 CERTIFICATION OF AUTHENTICATION Date of Authentication: This Note is the "[Subordinate Lien] Tax Increment Redevelopment Revenue Note [Downtown Canal District I Redevelopment Project Area/Phase 1] Series 200_ under the within mentioned Redevelopment Agreement by and between the Village of Lemont, Cook, DuPage and Will Counties, Illinois and Marquette Property Investments, Inc., an Illinois corporation, as the Townbuilder. Village Treasurer E-6 ACCEPTANCE The Registered Owner of this Note hereby accepts each term and provision of this Note and the Redevelopment Agreement and assents to each such term and provision hereof and thereof. Dated: By: Registered Owner (and/or Pledgee) Authorized Signature Tax I.D.: ASSIGNMENT FOR VALUE RECEIVED, and with the Municipality's consent the undersigned sells, assigns and transfers unto (Name, Address and F.E.LN. or Social Security Number of Assignee) the within Note and does hereby irrevocably constitute and appoint attorney to transfer the within Note on the books kept for registration thereof with full power of substitution in the premises. The transferee is hereby advised that this Assignment shall not be complete unless and until an Acceptance in the form above is signed by the Transferee. Dated: Signature Signature guaranteed: CONSENT The Municipality's consent to the above Assignment is made this day of , by authority of the President and Board of Trustees. Village President E-7 VILLAGE OF LEMONT,ILLINOIS (SUBORDINATE LIEN)TAX INCREMENT REDEVELOPMENT REVENUE NOTE (DOWNTOWN CANAL DISTRICT I REDEVELOPMENT PROJECT AREA/PHASE 11 SERIES 200_ SCHEDULE OF ADVANCES AND PAYMENTS This Note is valid to the amount set forth below,the aggregate of such amounts outstanding and unpaid from time to time not to exceed the Maximum Principal Aggregate Amount(subject to reduction for any installment payments as provided in the Note). Aggregate Principal Amount Amount Signature of Date Advanced/Drawn($) Paid/Prepaid($) Note Balance($) Registrar-Paving Agent E-9 EXHIBIT E/R Refunding TIF Note EXHIBIT E/R REGISTERED REGISTERED NO. ( ) $ UNITED STATES OF AMERICA STATE OF ILLINOIS THE COUNTIES OF COOK, DUPAGE AND WILL VILLAGE OF LEMONT [SUBORDINATE LIEN] TAX INCREMENT REDEVELOPMENT REFUNDING REVENUE NOTE [DOWNTOWN CANAL DISTRICT I REDEVELOPMENT PROJECT AREA/PHASE 1] SERIES 200_ Interest Rate: Maturity Date: Dated Date: Registered Owner: Principal Amount: Dollars KNOW ALL BY THESE PRESENTS,that the Village of Lemont,Cook,DuPage and Will Counties, Illinois (the"Municipality"),hereby acknowledges itself to owe and for value received promises to pay from the source and as hereinafter provided (subject to limitations and restrictions hereinafter stated) to the Registered Owner identified above, or registered assigns as hereinafter provided, the Principal Amount identified above and to pay interest (subject to limitations and restrictions hereinafter stated)on the outstanding principal balance of such Principal Amount(to the extent outstanding and unpaid,the"Principal Amount")from the Dated Date set forth and on each , (or from the most recent interest payment date to which interest has been paid, as the case may be) at the Interest Rate per annum set forth above, commencing 200_until such Principal Amount is paid, except as the provisions hereinafter set forth with respect to prepayment and the application of Incremental Taxes (defined below), pursuant to the Redevelopment Agreement dated as of , 2006 1 (with respect to which undefined terms herein shall have the meanings therein,the"Redevelopment Agreement")by and between the Municipality and Marquette Property Investments,Inc.,an Illinois corporation(including its authorized successors and assigns,the"Townbuilder"),are and become applicable hereto. All principal and interest payments are payable in lawful money of the United States of America by check or draft of , as Registrar and Paying Agent for the Municipality upon the Phase 1 debt service subaccount of the Development Account of the TIF Fund (as defined herein). Such payment of principal and interest shall be made to the Registered Owner hereof on the registration books of the Municipality, maintained by , as registrar("Registrar",and who also shall be the paying agent,the"Paying Agent"),at the close of E/R-1 business on the day of the calendar month the applicable payment date and shall be paid by check or draft of (or on behalf of) the Municipality mailed by the Paying Agent to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Registrar. [record date] [Priority specification, as applicable.] THE FAILURE TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE WHEN DUE SOLELY BECAUSE OF AN INSUFFICIENCY OF INCREMENTAL TAXES SHALL NOT BE AN EVENT OF DEFAULT HEREUNDER OR UNDER THE REDEVELOPMENT AGREEMENT, A CONDITION AND RISK TO WHICH THE REGISTERED OWNER HEREOF BY THE ACCEPTANCE OF THIS NOTE IRREVOCABLY ASSENTS. This Note is an obligation issued pursuant to the Tax Increment Allocation Redevelopment Act(Section 5/11-74.4-1 et seq. of Chapter 65 of the Illinois Compiled Statutes,the "TIF Act"), as supplemented and amended(the "Act"), and under the Redevelopment Agreement and the principal of and interest on this Note are payable,if at all,and not otherwise,solely and only from Incremental Taxes derived from the Phase 1 Development Property (as defined in the Redevelopment Agreement)portion of the Redevelopment Project Area,established under the Act, and as provided in and subject to the limitations provided in the Redevelopment Agreement pursuant to which the Municipality is issuing this Note. In connection with this Note,the term"Incremental Taxes"means,net of Surplus and net of all amounts required by operation of applicable law to be paid to others (for example, to school districts and library districts under Section 11-74.4-3(n) 7.5 and 7.7 of the TIF Act), 100%of incremental property taxes from the Phase 1 Development Property under Section 11-74.4-8 of the TIF Act, as specified in the Redevelopment Agreement, derived solely and only from the Phase 1 Development Property, and not otherwise. This Note is being issued for the purpose of financing certain qualifying redevelopment project costs as set forth as "Qualified Project Costs"in the Redevelopment Agreement and redevelopment project costs in the Act. The Registered Owner by the acceptance of this Note assents to all the provisions of this Note and the Redevelopment Agreement. This Note, together with the interest hereon, is the special, limited obligation of the Issuer,payable solely from Incremental Taxes available therefor, and not otherwise. For the payment of this Note,both principal and interest,as aforesaid,if at all,on the due dates thereof, such Incremental Taxes specified in the Redevelopment Agreement are hereby pledged. THIS NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE MUNICIPALITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NO HOLDER OF THIS NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE GENERAL TAXING POWER OF THE MUNICIPALITY, THE STATE OF ILLINOIS OR ANY OTHER POLITICAL SUBDIVISION THEREOF, FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON. Under the Act and the Redevelopment Agreement, the Incremental Taxes shall be E/R-2 deposited in the Phase 1 debt service subaccount of the Development Account of the Municipality's Special Tax Increment Allocation Fund (the "TIF Fund") for the Redevelopment Project Area. Moneys on deposit in such Phase 1 debt service subaccount of the TIF Fund shall be applied to the payment of debt service on this Note, as provided by the terms of the Redevelopment Agreement. 1. Authority. This Note is issued by the Municipality pursuant to the exercise of its power and authority under the TIF Act and pursuant to an ordinance adopted on May 8,2006,and captioned Ordinance No. , and entitled AN ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF LEMONT, ILLINOIS AND MARQUETTE PROPERTY INVESTMENTS, INC., IN CONNECTION WITH DOWNTOWN CANAL DISTRICT I REDEVELOPMENT PROJECT AREA,AND RELATED MATTERS(the "Ordinance"),which authorizes appropriate officers of the Municipality to take certain actions in connection with the issuance of the Note. Pursuant to the Ordinance and the Redevelopment Agreement, the Municipality is issuing this Note for the purpose of refinancing certain Qualified Project Costs,by refunding the Municipality's (the "Prior Note(s)"). In the event of any conflict between the terms of this Note and the Redevelopment Agreement, the Redevelopment Agreement shall be controlling. 2. Security. Incremental Taxes derived solely and only from the Phase 1 Development Property have been pledged to the payment of this Note,and credits or deposits of such Incremental Taxes into the Phase 1 debt service subaccount of the TIF Fund to pay this Note shall not be subject to any additional appropriation process of the Municipality, and amounts credited or deposited therein shall be disbursed in accordance with this Note and the Redevelopment Agreement without further action by the Municipality's Governing Body, except as may be required by the TIF Act. 3. Purpose. To the extent available,the above described Incremental Taxes shall be applied in accordance with the Redevelopment Agreement to make debt service payments on this Note to refinance Qualified Project Costs which have been approved by the Municipality in accordance with the Redevelopment Agreement. 4. Terms. The terms and conditions of the Redevelopment Agreement (and the related this reference as if fully set forth tin Order) are hereby incorporated into this Note by y Authenticating ) y rp g herein. This Note is executed and delivered by the Municipality pursuant to the Redevelopment Agreement and the Ordinance for the purpose of refinancing Qualified Project Costs approved by the Municipality in accordance with the Redevelopment Agreement by refunding the Prior Note(s). a. Principal Amount The Principal Amount of this Note shall be as set forth above. b. Interest Rate. The Interest Rate on this Note shall be as set forth above. c. Interest Accrual. Interest shall accrue on the outstanding principal balance of the Principal Amount of this Note. d. Tax Exempt Status. This Note shall be tax-exempt. E/R-3 e. Payments. Payments on the account of the indebtedness represented by this Note shall be made as set forth above, subject to limitations contained herein and in the Redevelopment Agreement,including,without limitation,the requirement that Incremental Taxes from the Phase 1 Development Property be on deposit in the Phase 1 debt service subaccount of the Development Account of the TIF Fund. In accordance with the terms of the Redevelopment Agreement, such Incremental Taxes shall be credited or deposited into such Phase 1 debt service subaccount and available after the annual payment(s)on this Note, shall be paid to the Registered Owner annually by the Paying Agent for the Municipality starting ,and thereafter on of each year until the Maturity Date set forth above. Notwithstanding anything to the contrary herein contained, this Note shall be canceled automatically on the Maturity Date, even if the sum of all payments received on or prior to that date by the Registered Owner do not satisfy in full the principal of and/or interest on this Note. Notwithstanding anything contained herein to the contrary,obligation of the Municipality to make payments on the Note and the amount of any payment made by the Municipality to the Registered Owner is subject to the terms of the Redevelopment Agreement. f. Maturity Date. This Redevelopment Note shall mature on the first to occur of any of the following: i. The stated Maturity Date above; or ii. The payment in full of the principal and interest due under the terms of this Note. g. Prepayment. This Note is subject to prepayment and redemption,in whole or in part,on any date on and after ,at a prepayment/redemption price equal to the principal amount being prepaid/redeemed plus interest accrued to such prepayment/redemption date. h. No Default. THE FAILURE TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE WHEN DUE SOLELY BECAUSE OF AN INSUFFICIENCY OF INCREMENTAL TAXES SHALL NOT BE AN EVENT OF DEFAULT HEREUNDER OR UNDER THE REDEVELOPMENT AGREEMENT,A CONDITION AND RISK TO WHICH THE REGISTERED OWNER HEREOF BY THE ACCEPTANCE OF THIS NOTE IRREVOCABLY ASSENTS. 5. Place of Payment. Payments of the principal of and interest on this Note shall be made by the Paying Agent for the Municipality as set forth above,unless the Municipality has been directed to make such payments in another manner by written notice given to the Municipality by the Registered Owner at least fifteen(15)days prior to the applicable Payment Date. Payments shall be made in such coin or currency of the United States of America as at the time of payment constitutes legal tender for the payment of public and private debts. E/R-4 6. No Recourse. THIS NOTE AND THE OBLIGATION TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE ARE SPECIAL AND LIMITED OBLIGATIONS OF THE MUNICIPALITY AND PAYABLE SOLELY FROM INCREMENTAL TAXES DERIVED OF SOLELY AND ONLY FROM THE PHASE 1 DEVELOPMENT PROPERTY AND CREDITED TO OR DEPOSITED IN THE ABOVE DESCRIBED PHASE 1 DEBT SERVICE SUBACCOUNT OF THE DEVELOPMENT ACCOUNT OF THE TIF FUND ON EACH FOLLOWING THE DATE OF ISSUANCE. THIS NOTE AND THE OBLIGATION TO PAY DEBT SERVICE ON THIS NOTE DO NOT CONSTITUTE AN INDEBTEDNESS OF THE MUNICIPALITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE MUNICIPALITY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWER. 7. Default. If on any Payment Date Incremental Taxes are credited to or on deposit in the above described Phase 1 debt service subaccount and otherwise available to make any payment required by this Note,and if the Municipality fails to make a payment on or before the of that year,the Municipality shall, in that instance only,be deemed to be in default under this Note (hereinafter referred to as"Default"), but not otherwise. 8. Remedies. The sole and exclusive remedy in connection with any Default as provided in paragraph 7 above shall be for the Registered Owner of this Note to obtain an order of court commanding the Municipality or such other person or party as may be authorized and directed by the court to make payment to the Registered Owner of any Incremental Taxes available and on deposit in the above described Phase 1 debt service subaccount. 9. No Waiver by Delay. No delay on the part of the Registered Owner of this Note in exercising any option to demand or compel payment shall operate as a waiver thereof or preclude the exercise of any authorized remedies. 10. Venue. The sole and exclusive venue for any action or proceeding under this Note shall be in the Circuit Court of Cook County,Illinois. This Note for all purposes shall be governed by and construed in accordance with the Acts of the State of Illinois. 11. Miscellaneous. a. Time is of the essence hereof. b. If any provision of this Note is found by a court of law to be in violation of any applicable law,and if such court should declare such provision of this Note to be unlawful,void or unenforceable as written,then it is the intent of the Municipality and the Registered Owner that such provision shall be given full force and effect to the fullest possible extent that it is legal,valid and enforceable, that the remainder of this Note shall be construed as if such unlawful, void or unenforceable provision was not contained herein,and that the rights,obligations and interests of the Municipality and the Registered Owner shall continue in full force and effect. E/R-5 _ _... c. Upon assignment or other transfer of this Note by the Registered Owner or by operation of applicable law,the term"Registered Owner"as used herein shall mean such assignee or other transferee or designated successor to the prior Registered Owner who may become the holder of this Note by virtue of any assignment or transfer of this Note as more particularly provided in the Redevelopment Agreement. This Note shall inure to the benefit of Registered Owner and its designated successors and assigns and shall be binding upon the Municipality and its designated successors and assigns. d. The Municipality hereby waives presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar and the acceptance shall have been signed by the Registered Owner and/or pledgee or assigns, as the case may be. IN WITNESS WHEREOF,the Village of Lemont,Cook,DuPage and Will Counties, Illinois,by its President and Board of Trustees, has caused this Note to be signed by the manual signatures of the its Village President and Village Clerk,and its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified above. (SEAL) Village President Village Clerk Registrar/Paying Agent: CERTIFICATION OF AUTHENTICATION Date of Authentication: This Note is the "[Subordinate Lien] Tax Increment Redevelopment Refunding Revenue Note [Downtown Canal District I Redevelopment Project Area/Phase 1] Series 200_ described in the within mentioned Redevelopment Agreement by and between the Village of Lemont,Cook,DuPage and Will Counties,Illinois and Marquette Property Investments,Inc.,an Illinois corporation,as the Townbuilder. E/R-6 ACCEPTANCE The Registered Owner of this Note hereby accepts each term and provision of this Note and the Redevelopment Agreement and assents to each such term and provision hereof and thereof. Dated: By: Registered Owner (and/or Pledgee) Authorized Signature Tax I.D.: ASSIGNMENT FOR VALUE RECEIVED, and with the Municipality's consent the undersigned sells, assigns and transfers unto (Name, Address and F.E.I.N. or Social Security Number of Assignee) the within Note and does hereby irrevocably constitute and appoint attorney to transfer the within Note on the books kept for registration thereof with full power of substitution in the premises. The transferee is hereby advised that this Assignment shall not be complete unless and until an Acceptance in the form above is signed by the Transferee. Dated: Signature Signature guaranteed: CONSENT The Municipality's consent to the above Assignment is made this day of Village President E/R-7 EXHIBIT F BILL OF SALE KNOW ALL MEN BY THESE PRESENTS,that an Illinois (hereinafter referred to as the"Townbuilder"),in consideration of ONE DOLLAR($1.00) and other valuable consideration, does hereby grant, sell, transfer and deliver unto the VILLAGE OF LEMONT,an Illinois municipal corporation,the following goods,chattels and other items of personal property in connection with the namely: All public improvements located within the subdivision located , in the Village of Lemont, such public improvements including but not limited to all sanitary sewer and water lines,all storm sewer lines,all streets and street improvements, all curbing, all sidewalks, all street lights, signs,and parkway trees. The object of this Bill of Sale is to grant, sell, transfer and deliver to the Village, with the exceptions noted, the ownership of all items of personality that comprise the sanitary sewer, water distribution system, and street system installed by the Townbuilder to date within Subdivision located Lemont, Il. FURTHER BE IT KNOWN:That Townbuilder does hereby covenant that it is the lawful owner of the heretofore described goods,chattels and personality;that such items are free from all encumbrances; that it has the right to sell the same as aforesaid; and that it warrants and will defend the act of said corporation. DATED at Lemont, Illinois this day of ,200 By: STATE OF ILLINOIS) )SS. COUNTY OF COOK ) I, ,a Notary Public in and for said County,in the State of Illinois,DO HEREBY CERTIFY that me is personally known to be the same person and acknowledged that he signed, sealed and delivered the said instrument as his free and voluntary act, for the uses and purposes therein set forth. Given under my hand and seal this day of 200 Notary Public F-1 HOLD HARMLESS AGREEMENT VILLAGE of LEMONT In consideration of the undersigned being hired to complete the project, the undersigned hereby recognizes, acknowledges and assumes any and all risk pertaining to the completion of the project. To the fullest extent permitted by law, the undersigned hereby agrees to defend, indemnify and hold harmless the Village of Lemont, its officials, agents and employees, against all injuries, deaths, loss, damages, claims, suits, liabilities,judgments, cost and expenses(including attorneys fees),which may in anywise accrue against the Village of Lemont,its officials,agents and employees,arising in whole or in part or in consequence of the performance of this work by the undersigned, its employees, agents or subcontractors, or which may in anywise result therefore, except that arising out of the sole legal cause of the Village of Lemont, its agents or employees. The Contractor shall, at its own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefore or incurred in connections therewith, and, if any judgment shall be rendered against the Village of Lemont, its officials, agents and employees, in any such action,the Contractor shall,at its own expense,satisfy and discharge the same. The undersigned shall provide the Village of Lemont a certificate of insurance reflecting coverage for general liability, auto liability and worker's compensation coverage in satisfactory amounts per stated in the enclosure. The Village of Lemont, its officials, agents, employees and volunteers are to be covered as additional insured as respects: liability arising out of the work performed, including activities performed by or on behalf of the undersigned; products and completed operations of the undersigned; premises owned, leased or used by the undersigned; or automobiles owned, leased, hired or borrowed by the undersigned. Agreed this day of , 2004 (Name of Vendor) By: Its: F-2 Enclosure: Village of Lemont Insurance Requirements Village of Lemont JNSURANCE REQUIREMENTS Contractor shall procure and maintain, for the duration of the contract, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: A. Insurance Services Office Commercial General Liability occurrence form CG 0001 with the member named as additional insured,on a form at least as broad as the attached sample endorsement including ISO Additional Insured Endorsement CG 2026, CG 2010; and B. Owners and Contractors Protective Liability(OCP)policy with the member as insured; and C. Insurance Service Office Business Auto Liability coverage form number CA 0001 (Ed. 10/90 or newer), Symbol 01 "Any Auto." D. Workers' Compensation as required by the Labor Code of the State of Illinois and Employers' Liability insurance. E. Builder Risk Property Coverage, with member as loss payee. II. MINIMUM LIMITS OF INSURANCE Contractor shall maintain limits no less than: A. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. The general aggregate shall be twice the required occurrence limit. Minimum General Aggregate shall be no less than $2,000,000 or a project/contract specific aggregate of$1,000,000. B. Owners and Contractors Protective Liability(OCP)$1,000,000 combined single limit. C. Business Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. D. Workers'Compensation and Employers'Liability: Workers'Compensation coverage with statutory limits and Employers' Liability limits of$1,000,000 per accident. E. Builder's Risk: Shall insure against "All Risk" of physical damage, including water damage (flood and hydrostatic pressure not excluded), on a completed value, replacement cost basis. F-3 III. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductibles or self-insured retentions must be declared to and approved by the member. At the option of the member, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the member, its officials, agents, employees and volunteers;or the Contractor shall procure a bond guaranteeing payment of losses and related investigation, claim administration and defense expenses. IV. OTHER INSURANCE PROVISIONS The policies are to contain,or be endorsed to contain, the following provisions: A. General Liability and Automobile Liability Coverage's 1. The member, its officials,agents,employees and volunteers are to be covered as additional insured as respects: liability arising out of the Contractor's work, including activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, leased or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the member, its officials, agents, employees and volunteers. 2. The Contractor's insurance coverage shall be primary as respects the member,its officials, agents, employees and volunteers. Any insurance or self-insurance maintained by the member, its officials,agents,employees and volunteers shall be excess of Contractor's insurance and shall not contribute with it. 3. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the member, its officials,agents,employees and volunteers. 4. The Contractor's insurance shall contain a Severability of Interests/Cross Liability clause or language stating that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. 5. If any commercial general liability insurance is being provided under an excess or umbrella liability policy that does not "follow form," then the Contractor shall be required to name the member, its officials, agents, employees and volunteers as additional insured. A copy of the actual additional insured endorsement shall be provided to the member. I B. Workers' Compensation and Employers' Liability Coverage * The insurer shall agree to waive all rights of subrogation against the member, its officials, agents,employees and volunteers for los ses arising from work performed by Contractor for the municipality(negotiable--may not be needed on smaller contracts with limited exposure). F-4 C. Professional Liability 1. Professional liability insurance with limits not less than$1,000,00 each claim with respect to negligent acts, errors and omissions in connection with professional services to be provided under the contract, with a deductible not-to-exceed $50,000 without prior written approval. 2. If the policy is written on a claims-made form,the retroactive date must be equal to or preceding the effective date of the contract. In the event the policy is cancelled, non-renewed or switched to an occurrence form,the Contractor shall be required to purchase supplemental extending reporting period coverage for a period of not less than three(3)years. 3. Additional Required Coverage (architect, engineer, surveyor, consultant): Professional liability insurance that provides indemnification and defense for injury or damage arising out of acts, errors, or omissions in providing the following professional services, but not limited to the following: a. Preparing, approving or failure to prepare or approve maps, drawings, opinions, report, surveys, change orders, designs or specifications; b. Providing direction, instruction,supervision, inspection,engineering services or failing to provide them, if that is the primary cause of injury or damage. D. All Coverage's Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided,cancelled, reduced in coverage or in limits except after thirty(30)days prior written notice by certified mail,return receipt requested, has been given to the member. V. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers with a Best's rating of no less than A-,VII and licensed to do business in the State of Illinois. VI. VERIFICATION OF COVERAGE Contractor shall furnish the member with certificates of insurance naming the member, its officials, agents, employees and volunteers as additional insured, and with original endorsements affecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements may be on forms provided by the member and are to be received and approved by the member before any work commences. The attached Additional Insured Endorsement(Exhibit A)shall be provided to the insurer for their use in providing coverage to the additional insured. Other additional insured endorsements may be utilized, if they provide a scope of coverage at least as broad as the coverage stated on the attached endorsement (Exhibit A), such as ISO Additional Insured F-5 Endorsements CG 2026 or CG 2010. The member reserves the right to request full certified copies of the insurance policies and endorsements. VII. SUBCONTRACTORS Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage's for subcontractors shall be subject to all of the requirements stated herein. VIII. ASSUMPTION OF LIABILITY The contractor assumes liability for all injury to or death of any person or persons including employees of the contractor, any sub-contractor, any supplier or any other person and assumes liability for all damage to property sustained by any person or persons occasioned by or in any way arising out of any work performed pursuant to this agreement. IX. INDEMNITY/HOLD HARMLESS PROVISION To the fullest extent permitted by law, the Contractor hereby agrees to defend, indemnify and hold harmless the member, its officials, agents and employees,against all injuries,deaths,loss,damages,claims,patent claims,suits, liabilities,judgments,cost and expenses,which may in anywise accrue against the member,its officials, agents and employees, arising in whole or in part or in consequence of the performance of this work by the Contractor, its employees,or subcontractors,or which may in anywise result therefore, except that arising out of the sole legal cause of the member, its agents or employees, the Contractor shall, at its own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefore or incurred in connections therewith,and,if any judgment shall be rendered against the member,its officials, agents and employees, in any such action,the Contractor shall,at its own expense,satisfy and discharge the same. Contractor expressly understands and agrees that any performance bond or insurance policies required by this contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the member, its officials, agents and employees as herein provided. The Contractor further agrees that to the extent that money is due the Contractor by virtue of this contract as shall be considered necessary in the judgment of the member,may be retained by the member to protect itself against said loss until such claims, suits, or judgments shall have been settled or discharged and/or evidence to that effect shall have been furnished to the satisfaction of the member. F-6 EXHIBIT G CONSENT/APPROVAL ETC. FORM This Consent/Approval Form is given as of the above Dated Date under or in connection with an authorization and/or consent and/or waiver and/or specification and/or approval and/or action under the specific provision(s), as follows: [Reference the provision.] of the Redevelopment Agreement dated as of May 8, 2006 (the "Agreement," with respect to which undefined terms herein have the meaning therein) by and between the Village of Lemont, Illinois (the "Municipality")and Marquette Property Investments, Inc. (the"Townbuilder"), as follows: [State the nature of the request, authorization, approval, waiver, specification, consent, approval or other action.] The undersigned represents that the executing individual below is, as applicable, an Authorized Municipal Representative and/or Authorized Townbuilder Representative. Authorized Municipal Representative: Authorized : thorized Townbuilder Representative. Signature: Signature: Name(print): Name(print): Date: Date: APPROVED AS TO FORM AND AUTHORIZATION UNDER THE REDEVELOPMENT AGREEMENT By: , Municipal Attorney G-1 EXIIIBIT H Prepared By: After recording return to: Kurt P. Froehlich, EVANS, FROEHLICH, BETH &Chamley 44 Main Street, Third Floor Champaign, IL 61820 (217) 359-6494 fax: 359-6468 Dated Date: , 2006 DECLARATION OF COVENANTS & RESTRICTIONS The Village of Lemont,Illinois(the"Declarant"),is the owner of certain real property located in the Village of Lemont,in The County of Cook,the State of Illinois,more fully described in Exhibit A attached hereto and made a part hereof(the"Parking Structure"). The Declarant has entered into a Redevelopment Agreement (the "Agreement") dated as of ,2006,with Marquette Property Investments,Inc. (as"Townbuilder"). The Agreement provides that the Declarant(including in part as the Declarant's agent)will develop the Parking Structure(with Parking Spaces for use by the public and certain residential units)as described in the Agreement. For the purpose of enhancing and protecting the value,the attractiveness and the desirability of the related Phase 1A Private Development pursuant to the terms of the Agreement; for the purpose of protecting the rights of the Declarant pursuant to the terms of the Agreement; and for the purpose of enhancing and protecting the purposes of the Agreement as aforementioned, the Declarant hereby declares that all of the Parking Structure Site(i.e., Exhibit A: Parking Structure/Walkways legal description in the Agreement)and each part thereof shall be held,owned,operated,sold,and conveyed only subject to the following covenants,uses and restrictions,which shall constitute covenants running with the land and shall be binding on all parties having any rights, title or interest in such property or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each other thereof. The Townbuilder is the developer(and in part the Declarant's agent) of the Parking Structure and of the commercial/residential mixed use Phase 1A Private Development under the Agreement. 1. The Parking Structure Site and the Parking Structure shall be subject to the Agreement and the terms, covenants, operating and building and use restrictions and conditions in the Agreement. 2. The Declarant further declares that no person using the Parking Structure shall discriminate in violation of any applicable federal, state or local laws or regulations upon the basis of race,color, religion, sex,age, national origin or other applicable factors in the sale, lease or rental or in the use or occupancy of the Parking Structure Site or Parking Structure or any part thereof. H-1 GENERAL PROVISIONS 4. It is intended and agreed that the covenants provided in Section 1 of this Declaration shall remain in effect until the earlier of(i) termination of the Townbuilder's rights under the Agreement or (ii) the end of the 99- year Parking Term under the Agreement; and the covenants provided in Section 2 shall remain effective without any time limitation; provided, that all such covenants shall be binding on the Declarant and the Townbuilder (and its assignees)only for such period as the Declarant and the Townbuilder(and its assignees)maintain a direct ownership or use interest in the Parking Structure Site or the Parking Structure or part thereof(excluding, for example, an interest therein solely as a creditor or mortgagee), and only with respect to such direct ownership or use interest in the Parking Structure Site or Parking Structure or part thereof. The termination of the covenants in Section 1 shall be effective upon the happening of the events described in this Section 4 without any further action by either the Declarant or the Townbuilder and without the recording of any release or other document. 5. Subject to Section 4 above, it is intended and agreed that the covenants set forth in Sections 1 and 2 above shall be covenants running with the land and that they shall in any event and without regard to technical classification or designation as legal or otherwise,be binding to the fullest extent permitted by law and equity, for the benefit and in favor of and enforceable by the Declarant and the Townbuilder and its assignees and with regard to Section 2 above, the Declarant and the Townbuilder and its assignees, the State of Illinois, and the United States of America. 6. Failure by the Declarant or the Townbuilder and its assigns or as the case may be, by the State of Illinois or the United States of America to enforce any covenant or restriction herein contained, shall in no event be deemed a waiver of the right to do so thereafter. 7. Invalidation of any one of these covenants or restrictions by judgment or court order,shall in no way affect any other provisions, which shall remain in full force and effect. 8 Covenants and restrictions of this Declaration may be amended by the Declarant only by duly recording an instrument, executed and acknowledged by the Townbuilder or its assignees. Executed as of the dated date first above written. VILLAGE OF LEMONT, ILLINOIS By: John F. Piazza, Village President Acknowledged: MAQUETTE PROPERTY INVESTMENTS, INC. By: Its President H-2 STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I,the undersigned,a Notary Public in and for said County and State aforesaid,DO HEREBY CERTIFY that John F. Piazza,personally known 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 signed,sealed and delivered the above instrument as his free and voluntary for the uses and purposes therein set forth; and on his respective oath stated that he was duly authorized to execute said instrument. GIVEN under my hand and notarial seal this day of , 2006. Notary Public STATE OF ILLINOIS ) ) SS. COUNTY OF ) I,the undersigned, a Notary Public in and for said County and State aforesaid,DO HEREBY CERTIFY that ,personally known to me to be the of the Marquette Property Investments, Inc., and personally known 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 signed, sealed and delivered the such instrument as his free and voluntary act as such , and as the free and voluntary act of the Marquette Property Investments, Inc., for the uses and purposes therein set forth; and on his respective oath stated that he was duly authorized to execute such instrument. GIVEN under my hand and notarial seal this day of , 2006. Notary Public H-3 EXHIBIT I CONTRACTOR CERTIFICATION CONTRACTOR'S BID RIGGING CERTIFICATION As Required Under Article 33E, "Public Contracts",of the Criminal Code of 1961(720 ILCS 5/22E-1 Thru 5/33E-13) (Print Name of Contractor) a (Corporation, Partnership) (Sole Proprietorship) as part of his/its bid on this Contract hereby certifies that the Contractor is not barred from bidding on this Contract as a result of a violation of either Section 5/33E-3(bid-rigging)or 5/33E-4(bid-rotating)of Article 33E of Act 5 "Criminal Code of 1961", as amended. Dated: By: (Signature) Title: CONTRACTOR'S TAX DELINQUENCY CERTIFICATION As required under 65 ILCS 5/11-42.1-1,provisions require that the Contractor certify that there are no delinquent taxes outstanding that are otherwise due the Department of Revenue unless they are being contested in accordance with established procedures. The undersigned official of the Contractor hereby certifies that there are no violations of the aforementioned act or if violations do exist, they are being contested properly. Dated: Contractor: By: (Signature) Title: STATE OF ILLINOIS ) COUNTY OF -SS I, the undersigned, a Notary Public in and for the State and County aforesaid, hereby certify that (Name of Signatory)appeared before me this day in person and, being first duly sworn on oath, acknowledge that he/she executed the foregoing certifications as his/her free act and deed. Dated: (NOTARY SEAL) (Notary Public) I-1 CONTRACTOR'S DRUG-FREE WORKPLACE CERTIFICATION Pursuant to 30 ILCS 580/1,et seq.("Drug-Free Workplace Act"),the undersigned Contractor hereby certifies to the contracting agency that it will provide a drug-free workplace by: A. Publishing a statement: 1) Notifying employees that the unlawful manufacture,distribution,dispensation,possession,or use of a controlled substance including cannabis, is prohibited in the grantee's or Contractor's workplace. 2) Specifying the actions that will be taken against employees for violations of such prohibition. 3) Notifying the employee that, as a condition of employment on such Contract or grant,the employee will: (a) abide by the terms of the statement; and (b)notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction. B. Establishing a drug-free awareness program to inform employees about: 1) the dangers of drug abuse in the workplace; 2) the grantee's or Contractor's policy of maintaining a drug-free workplace; 3) any available drug counseling,rehabilitation, and employee assistance program;and 4) the penalties that may be imposed upon employees for drug violations. C. Making it a requirement to give a copy of the statement required by Subsection A to each employee engaged in the performance of the Contract or grant, and to post the statement in a prominent place in the workplace. D. Notifying the contracting agency within 10 days after receiving notice under page (b) of paragraph 3) of Subsection A from an employee or otherwise receiving actual notice of such conviction. I-2 CONTRACTOR'S DRUG-FREE WORKPLACE CERTIFICATION, Cont'd. E. Imposing a sanction on, or requiring the satisfactory participation in a drug abuse assistance or rehabilitation program by any employee who is so convicted, as required by 30 ILCS 580/5. F. Assisting employees in selecting a course of action in the event drug counseling treatment and rehabilitation is required and indicating that a trained referral team is in place. G. Making a good faith effort to continue to maintain a drug-free workplace through implementation of this Section. Failure to abide by this certification shall subject the Contractor to the penalties in 30 ILCS 580/6. Dated: Contractor: By: (Authorized Agent of Contractor) Title: STATE OF ILLINOIS ) COUNTY OF ) -SS I, the undersigned, a Notary Public in and for the State and County aforesaid, hereby certify that (Name of Signatory)appeared before me this day in person and,being first duly sworn on oath, acknowledged that he/she executed the foregoing certification as his/her free act and deed. Dated: (Notary Public) (NOTARY SEAL) I-3 CONTRACTOR'S SEXUAL HARASSMENT POLICY CERTIFICATION ("Contractor"), having submitted a bid/proposal for to the Village of Lemont hereby certifies that said Contractor has a written sexual harassment policy in place in full compliance with 775 ILCS 5/2-105(A)(4). Dated: Contractor: By: (Authorized Agent of Contractor) Title: STATE OF ILLINOIS ) COUNTY OF ) -SS I, the undersigned, a Notary Public in and for the State and County aforesaid,hereby certify that_ (Name of Signatory)appeared before me this day in person and,being first duly sworn on oath,acknowledged that he/she executed the foregoing certification as his/her free act and deed. Dated: (Notary Public) (NOTARY SEAL) I-4 EXHIBIT J CONDOMINIUM ASSOCIATION ACCEPTANCE Parking Agreement: Paragraph 4.5 Redevelopment Agreement dated May 15,2006 (the"Agreement") by and between the Village of Lemont, Illinois(the"Municipality") and Marquette Property Investments,Inc. (the"Townbuilder") on , 200_, By action of as the Condominium Association under the Agreement by and between the Municipality and the h 4 5 of the Agreementeaccordi g agrees ts tenor bound as the Condominium Association by Paragraph and import,with the same effect as if such Paragraph 4.5 was a separate agreement by and between the Municipality and the Condominium Association. as Condominium Association By: Its Date: ,200_ VILLAGE OF LEMONT,ILLINOIS By: Authorizing Municipal Representative Date: ,200_ 3-1