TIF Administrator Contact Information

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1 FY 2013 ANNUAL TAX INCREMENT FINANCE REPORT Name of Municipality: MORTON GROVE Repoting Fiscal Yea: County: COOK Fiscal Yea End: Unit Code: 016/365/ /31/2013 Fist Name: RYAN TIF Administato Contact Infomation Last Name: HORNE Addess: 6101 CAPUUNA AVENUE Title: VILLAGE ADMINISTRATOR Telephone: City: MORTON GROVE Zip: Mobile Mobile Best way to _X_ _X_Phone Povide contact Mobile Mail I attest to the best of my knowledge, this epot of the edevelopment poject aeas in: CityNillage of MORTON GROVE is complete and accuate at the end of this epoting Fiscal yea unde the Tax Incement Allocation Redevelopment Act f65 ILCS ~/1 4.4 t. se.l O the Industial Jobs Recovev Law f65 ILCS 5/117~4. 107' seo.1?jt/wltj l Date Section 1 {65 ILCS 5/ {d) {1.5) and 65 ILCS 5/ {d) {1.5)*) FILL OUT ONE FOR EACH TIF DISTICT Name of Redevelopment Poject Aea Date Designated LEHIGH FERRIS RPA 1/24/2000 WAUKEGAN ROAD 5/9/1995 DEMPSTER WAUKEGAN RPA 10/8/2012 Date Teminated.. * All statutoy citations efe to one of two sections of the llhno1s Municipal Code: the Tax Incement Allocation Redevelopment Act [65 ILCS 5/ et. seq.] o the Industial Jobs Recovey Law [65 ILCS 5/ et. seq.]

2 SEC'tON 2 [Sections 2 though 5 must be completed fo each edevelopment poject aea listed in Section 1.) FY2013 Name of Redevelopment Poject Aea: Pimay Use of Redevelopment Poject Aea*: If "Combination/Mixed" List Component Types: Unde which section of the Illinois Municipal Code was Redevelopment Poject Aea designated? (check one): Tax Incement Allocation Redevelopment Act X Industial Jobs Recovey Law Wee thee any amendments to the edevelopment plan, the edevelopment poject aea, o the State Sales Tax Bounday? [65 ILCS 5/ (d) (1) and 5/ (d) (1)] If ves. nlease enclose the amendment labeled Attachment A Cetification of the Chief Executive Office of the municipality that the municipality has complied with all }t '\i(!,i of the equiements of the Act duing the peceding fiscal yea. [65 ILCS 5/ (d) (3) and S/ll74.6 j 22 (d) (3 )] No X ' [~; :,f(,,!i i:'~ ~' Please enclose the CEO Cetification labeled Attachment B l', ~ 1,,, tt Opinion of legal counsel that municipality is in compliance with the Act. [65 ILCS 5/ (d) (4) and ~f/ ~.. 5/ (d) (4)] ~ +;:.;::, Please enclose the Leaal Counsel Oninion labeled Attachment C Wee thee any activities undetaken in futheance of the objectives of the edevelopment plan, including any poject implemented in the peceding fiscal yea and a desciption of the activities undetaken? [65 ILC5 5/ (d) (7) (A and B) and 5/ (d) (7) (A and B)] If yes, please enclose the Activities Statement labeled Attachment D Wee any ageements enteed into by the municipality with egad to the disposition o edevelopment of any popety within the edevelopment poject aea o the aea within the State Sales Tax Bounday? [65 ILC5 5/ (d) (7) (C) and 5/ (d) (7) (C)) If ves nlease enclose the Aaeementls\ labeled Attachment E Is thee additional infomation on the use of all funds eceived unde this Division and steps taken by the municipality to achieve the objectives of the edevelopment plan? [65 ILCS 5/ (d) (7) (D) and 5/ (d) {7) (D)] If ves nlease enclose the Additional Infomation labeled Attachment F Did the municipality's TIF advisos o consultants ente into contacts with entities o pesons that have eceived o ae eceiving payments financed by tax incement evenues poduced by the same TIF? [65 ILCS 5/ {d) (7) (E) and 5/ (d) (7) (E)) If yes, please enclose the contact(s) o desciption of the contact(s) labeled Attachment G Wee thee any epots o meeting minutes submitted to the municipality by the joint eview boad? [65 ILCS 5/ (d) (7) (F) and 5/11~ {d) (7) {F)) If ves nlease enclose the Joint Review Boad Renat labeled Attachment H Wee any obligations issued by municipality? [65 ILCS 5/ (d) (8) (A) and 5/ (d) (8) (A)] If ves nlease enclose the Official Statement labeled Attachment I Was analysis pepaed by a financial adviso o undewite setting foth the natue and tem of obligation and pojected debt sevice including equied eseves and debt coveage? [65 ILCS 5/ (d} (8) (B) and 5/ (d} (8) (B)] If yes, please enclose the Analysis labeled Attachment J Cumulatively, have deposits equal o geate than $100,000 been made into the special tax allocation fund? 65 ILCS 5/ (d) (2) and 5/ (d) (2) If yes, please enclose Audited financial statements of the special tax allocation fund labeled Attachment K Cumulatively, have deposits of incemental evenue equal to o geate than $100,000 been made into the special tax allocation fund? [65 ILCS 5/ (d) (9) and 5/ (d) (9)) If yes, please enclose a cetified lette statement eviewing compliance with the Act labeled Attachment L A list of all integovenmental ageements in effect in FY 2010, to which the municipality is a pat, and an accounting of any money tansfeed o eceived by the municipality duing that fiscal yea pusuant to those integovenmental ageements. [65 ILCS 5/ (d) (10)] If yes, please enclose list only of the integovenmental ageements labeled Attachment M X * Types include: Cental Business Distict, Retail, Othe Commecial, Industial, Residential, and Combination/Mixed. X X X X X Yes X X X X X X

3 SECTION 3.1 (65 ILCS 5/ (d) (5) and 65 ILCS 5/ (d) (5)) Povide an analysis of the special tax allocation fund. FY 2013 TIF NAME: LEHIGH FERRIS RPA Fund Balance at Beginning of Repoting Peiod Is 3,991,907 I Revenue/Cash Receipts Deposited in Fund Duing Repoting FY: Repoting Yea Cumulative Popety Tax Incement $ 2,299,951 $ 21,343,499 State Sales Tax Incement Local Sales Tax Incement State Utility Tax Incement Local Utility Tax Incement Inteest $ 4,126 $ 1,029,087 Land/Building Sale Poceeds Bond Poceeds $ 16,295,000 Tansfes fom Municipal Souces Pivate Souces $ 9,329 % of Total 52% 0% 0% 0% 0% 3% 0% Othe (identify souce if multiple othe souces, attach schedule) $ 2,414,435 6% *must be completed whee 'Repoting Yea' 1s populated Total Amount Deposited in Special Tax Allocation Fund Duing Repoting Peiod IS 2,304,077! 40% 0% 0% Cumulative Total Revenues/Cash Receipts Total Expenditues/Cash Disbusements (Caied fowad fom Sectlon 3.2) Distibution of Suplus l... s'_2"""',_60_9...;..,3_9_6_,i Is 41,091,3so 1 100%1 Total Expenditues/Disbusements 1..._s 2,_G_09',_39_6_,I NET INCOME/CASH RECEIPTS OVER/(UNDER) CASH DISBURSEMENTS FUND BALANCE, END OF REPORTING PERIOD* 1~$ ~(3_0~5,_3_19_,)I 1~$ 3_,6_8~6,_58_8_,! " if thee is a positive fund balance at the end of the epoting peiod, you must complete Section 3.3 Total Amount Designated (Caied fowad fom Section 3.3) ls (5,330,212}1

4 FY 2013 TIF NAME: LEHIGH FERRIS RPA SECTION 3.2 A (65 ILCS 5/ (d) (5) and 65 ILCS 5/ (d) (5)) ITEMIZED LIST OF Al l EXPENDITURES FROM THE SPECIAL TAX ALLOCATION FUND (by categoy of pemissible edevelopment cost, amounts expended duing epoting peiod) FOR AMOUNTS >$10,000 SECTION 3.2 B MUST BE COMPLETED Categoy of Pemissible Redevelopment Cost [65 ILCS 5/ (q) and 65 ILCS 5/ (o)] Amounts Repoting Fiscal Yea 1. Costs of studies, administation and pofessional sevicessubsections (q)(1) and (o) (1) Administation cost (payoll, t8jces, benefits) 309,122 Dues & Subsciptions 1,345 ~ 8500 Lehigh and 6401 Chestnut suvey fee 1,300 Pofessional sevices $ 379,182 Maketing consultant 8, Cost of maketina sitessubsections (a)(1.6) and (o)(1.6) c: $ 8, Popety assembly, demolition, site pepaation and envionmental site impovement costs. Subsection (q)(2), (o)(2) and (o)(3) 6415 Dempste Popety Puchase 1,403, Fenald envionmental sites assessment and study 5,475 _, 14. L.OsIs ot enao1111auon, econsiuc11on, epai o emoaeung o ex1stmg puouc o pnvaie ou11amgs. Subsection {q){3) and (o)(4) $ 1,408,769 ' 5. Costs of constuction of public woks and impovements. Subsection (q)(4) and (o}(5) Lehigh steet esufacing 16,167 $. 6. Costs of emoving contaminants equied by envionmental laws o ules (0)(6) Industial Jobs Recovey TIFs ONLY $ 16,167.,i $.

5 SECTION 3.2 A PAGE2 7. Cost of Job tanng ana etamng, mcludng ''welfae to wok" pogams Subsection (q)(tl), (OJ({) and (0)(12) ~ ~ ~ =. ~ $ ~ 8. Financing costs. Subsection (q) (6l and (0)(8). Debt payments on Notes to imoove Develooment Sites A&B 796,200 " Paying agent fees 428 = 9. Appoved capital costs. Subsection (q)(7) and (o)(9) < ~ ~ 10. Cost of Reimbusing school disticts fo thei inceased costs caused by TIF assisted housing : "" 7'.. $ 796,628 ~ ' ~ = $ I Pojects. Subsection {q)(7.5) Tax Incement Allocation Redevelopment TIFs ONLY.., 11. Relocation costs. Subsection (q)(8) and (o)(1 O) ~ $. <.. ""'.,,... $ 12. Payments In lieu of taxes. Subsection (o)c9) and (o)(11) ~,; ~.:: ". ~ costs of JOO ta1nng, eta1mng aavanceo vocational o caee eaucat1on poviaee1 oy 6tfie = taxing bodies. Subsection (a)(10) and (o)(121,,... =,~. ;: $. "'< =... ==. =., $...

6 SECTION 3.2 A PAGE3 14. Costs of eimbusing pivate developes fo inteest expenses incued on appoved edevelopment pojects. Subsection (q)(11)(ae) and (o)(13)(ae),_t ~ ~ 15. Costs of constuction of new housing units fo low income and vey lowincome households. Subsection (q)(11)(f} Tax Incement Allocation Redevelopment TIFs ONLY 16. Cost of day cae sevices and opeational costs of day cae centes. Subsection (q) (11.5) Tax Incement Allocation Redevelopment TIFs ONLY ~ $ ~,,_,_ ~ ' $.. $!TOTAL ITEMIZED EXPENDITURES 2,609,3961

7 FY 2013 TIF NAME: Section 3.2 B List all vendos, including othe municipal funds, that wee paid in excess of $10,000 duing the cuent epoting yea. Thee wee no vendos, including othe municipal funds, paid in excess of $10,000 duing the cuent epoting peiod. Name Sevice Homestead of Moton Gove 2011 & 2012 Tax Levy Ageement Od:1019 $ State of Illinois, Teasue Final payment lehigh esufacing poject $ Imagine Popety 777 LLC 6415 Dempste Popety puchase. Res#1362 $ The Bank of Melon 2007 Pincipal & Inteest payment $ Amount 58, , ,401, ,200.00

8 SECTION 3.3 (65 ILCS 5/ (d) (5) 65 ILCS (d) (5)) Beakdown of the Balance in the Special Tax Allocation Fund At the End of the Repoting Peiod FY 2013 TIF NAME: LEHIGH FERRIS RPA FUND BALANCE, END OF REPORTING PERIOD IS 3,686,sss 1 1. Desciption of Debt Obligations TIF Taxable Note Nothen Tust final payment 2009 TIF Taxable Note La Salle Bank final payment 2009 Taxable 2009B G.O. Note Pak Ridge Bank final payment 2011 Tax Exempt 2007 G.O. Bond final payment in 2024 Amount o iginal Issuance s 800,000 s 2,625,000 s 2,685,000 s 9,200,000 s Amount Designated 9,016,800 Total Amount Designated fo Obligations IS is,310,000 1 s 9,016,soo I 2. Desciption of Poject Costs to be Paid,~ ' Total Amount Designated fo Poject Costs IS I TOTAL AMOUNT DESIGNATED IS 9,016,soo 1 SURPLUS*/(DEFICIT) IS (5,330,212) 1 * NOTE: If a suplus is calculated, the municipality may be equied to epay the amount to ovelapping taxing

9 FY 2013 TIF NAME: LEHIGH FERRIS RPA SECTION 4 [65 ILCS 5/ (d) (6) and 65 ILCS 5/ (d) (6)] Povide a desciption of all popety puchased by the municipality duing the epoting fiscal yea within the edevelopment poject aea. No popety was acquied by the Municipality Within the Redevelopment Poject Aea Popety Acquied by the Municipality Within the Redevelopment Poject Aea Popety (1 ): Vacant Land Steet addess: 6415 Dempste Steet, Moton Gove IL Appoximate size o desciption of popety: Popety is appoximately 2.1 aces of vacant land on Dempste St. Puchase pice: $1.4M Selle of popety: Imagine Popety 777 LLC Popety (2): Steet addess: Appoximate size o desciption of popety: Puchase pice: Selle of popety: Popety (3): Steet addess: Appoximate size o desciption of popety: Puchase pice: Selle of popety: Popety (4): Steet addess: Appoximate size o desciption of popety: Puchase pice: Selle of popety:

10 FY 2013 TIF NAME: LEHIGH FERRIS RPA SECTION 5 65 ILCS 5/ (d) (7) (G) and 65 ILCS 5/ (d) (7) (G) PAGE1 SECTION 5 PROVIDES PAGES 13 TO ACCOMMODATE UP TO 25 PROJECTS. PAGE 1 MUST BE INCLUDED WITH TIF REPORT. PAGES 23 SHOULD BE INCLUDED ONLY IF PROJECTS ARE LISTED ON THESE PAGES Check hee if NO pojects wee undetaken by the Municipality Within the Redevelopment Poject Aea: ENTER total numbe of pojects undetaken by the Municipality Within lhe Redevelopment Poject Aea and list them in detail below. Estimated Investment fo Subsequent Fiscal 'I. Total Estimated to TOTAL: 11/1/99 to Date Yea Complete Poiect Pivate Investment Undetaken (See Instuctions) $ 98,413,345 $ $ 98,413,345 Public Investment Undetaken $ 5,000,000 $ $ 5,000,000 Ratio of Pivate/Public Investment 19 43/ /63 Poject 1: *IF PROJECTS ARE LISTED NUMBER MUST BE ENTERED ABOVE The Woodlands Pivate Investment Undetaken /See Instuctions) $ 98,413,345 $ 98,413,345 Public Investment Undetaken $ 5,000,000 $ 5,000,000 Ratio of Pivate/Public Investment 19 43/ /63 Poject 2: Pivate Investment Undetaken (See Instuctions) Public Investment Undetaken Ratio of Pivate/Public Investment 0 0 Poject 3: Pivate Investment Undetaken /See Instuctions) Public Investment Undetaken Ratio of Pivate/Public Investment 0 0 Poject 4: Pivate Investment Undetaken (See Instuctions) Public Investment Undetaken Ratio of Pivate/Public Investment 0 0 Poject 5: Pivate Investment Undetaken (See Instuctions) Public Investment Undetaken Ratio of Pivate/Public Investment 0 0 Poject 6: Pivate Investment Undetaken (See Instuctions) Public Investment Undetaken Ratio of Pivate/Public Investment 0 0

11 Optional: Infomation in the following sections is not equied by law, but would be helpful in evaluating the pefomance of TIF in Illinois. *even though optional MUST be included as pat of complete TIF epot SECTION 6 FY 2013 TIF NAME: LEHIGH FERRIS RPA Povide the base EAV (at the time of designation) and the EAV fo the yea epoted fo the edevelopment poject aea Yea edevelopment poject aea was designated $ Base EAV Repoting Fiscal Yea EAV 14,743,872 I $ 3s,001,241 1 List all ovelapping tax disticts in the edevelopment poject aea. If ovelapping taxing distict eceived a suplus, list the suplus. _X_ The ovelapping taxing disticts did not eceive a suplus. Ovelapping Taxing Distict $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Suplus Distibutedfom edevelopment poject aea to ovelapping disticts..... SECTION 7 Povide infomation about job ceation and etention uesciption a net I ype Numbe of Jobs Numbe of Jobs (Tempoay o Retained Ceated Pemanent) of Jobs Total Salaies Paid N/A N/A $ $ $ $ $ $ $.. SECTION 8 Povide a geneal desciption of the edevelopment poject aea using only majo boundaies: Optional Documents Legal desciption of edevelopment poject aea Map of Distict Enclosed X X

12 Village of c?doton gove Finance Depatment Diect Fax 84 7 / LehighFeis Tax Incement Financing Redevelopment Distict Cetificate of Compliance REPORT PERIOD: Januay I, 2013 to Decembe 31, 2013 DATE OF REPORT: August 01, 2014 In accodance with the Tax Incement Allocation Redevelopment Act of the State of Illinois (65 ILCS 5/1174.4), I am submitting this cetified statement as to the following: I have eviewed the audit pefomed by Sikich Gadne & Co. LLP on behalf of the Village of Moion Gove as well as public ecods, poceedings. and documents egading the LehighFeis Tax Incement Financing Distict. Based upon this eview, I cet[fy the Village of Moton Gove is in fi1/l compliance with the Act. Sinceely, Daniel DiMaia Village Pesident Cc: Village Boad of Tustees R:\TIF Rcpots\2013 TIF REPORT\2013 Mayos Cet LehighFeis TIF.docx Richad T. Flickinge Municipal Cente 6101 Capulina Avenue Moton Gove, Illinois Tel: (847) Fax: (847) Recycled Pape

13 Village of ~oton gove Finance Depatment Diect Fax 847 / August 01, 2014 The Honoable Daniel DiMaia, Mayo Village of Moton Gove 6101 Capulina A venue Moton Gove, IL RE: Audit of the Financial Statements Fiscal Yea ending Decembe 31, 2013 LehighFeis Tax Incement Financing Redevelopment Distict Dea Mayo DiMaia: OPINION OF CORPORATION COUNSEL I, Teesa Hoffman Liston, Copoation Counsel fo the Village of Moton Gove, Cook County, Illinois, was the Copoation Counsel fo the fiscal yea beginning Januay 1, 2013, and ending Decembe 31, 2013, and have eviewed infomation povided to me by the Village's administation and staff petaining to the LehighFeis Tax Incement Financing Redevelopment Poject Aea. Based solely upon the infomation with which I have been povided and without making any independent eview o investigation of that infomation, and elying on the accuacy, authenticity, and genuineness of all of the said infomation povided, it is my opinion that, as to the mattes of which I am awae and have been specifically bought to my attention, the VilJage of Moton Gove, Cook County, Illinois has complied with the equiements of the Illinois Tax Incement Redevelopment Allocation Act (65 flcs 5/ et. seq.). This opinion elates only to the time peiod of this ep01i and is based upon the infomation with which I have been povided by the VilJage's administation and staff. Copoation Counsel Cc: Village Boad of Tustees R:\TIF Repots\201 3 TIF REl'ORl\2013 Legal Opinion Lehi ghfeis TJF.docx Richad T. Flickinge Municipal Cente 6101 Capulina Avenue Moton Gove, Illinois Tel: (847) Fax: (847) Re~yclcd Pape

14 Attachment D Statement setting foth all activities undetaken in futheance of the objectives of the Redevelopment Plan, including: Any Poject implemented duing the epoting Fiscal Yea; and A desciption of the edevelopment activities undetaken. The Essex Copoation will be an independent senio living community consisting of 81 units of housing fo independentliving senios who ae 5 5 yeas and olde. Of the total units, 19 units ae eseved fo households eaning 50% of Aea Median Income (AMI) (unde $30,050 in annual income, assuming twopeson household maximum) and the emaining 62 units will be piced at maket ates. Appoved Resolution attached as Exhibit A VILIAGE OF MORTON GROVE LEHIGH FERRIS TIF ANNUAL REPORT FOR YEAR 2013

15 Attachment E Desciption of Ageements Regading Popety Disposition o Redevelopment No popeties wee sold by the Village in the epoting Yea. The Village will eimbuse the Develope of new tax incement eal estate taxes geneated by the Development duing the life of the TIF. Appoved Odinance attached as Exhibit B. VIllAGE OF MORTON GROVE LEHIGH FERRIS TIF ANNUAL REPORT FOR YEAR 2013

16 Attachment K and L Fo special tax allocation funds that have expeienced cumulated deposits of incemental tax evenues of $100,000 o moe. A cetified audit epot eviewing compliance with the Act pefomed by an independent public accountant cetified and licensed by the authoity of the State of Illinois. The Audit epot shall contain a lette fom the independent cetified public accountant indicating compliance o noncompliance with the equiements of subsection (q) of Section Relevant potions of the Village's audit and compliance lette ae attached as Exhibit C.. VILIAGE OF MORTON GROVE LEHIGH FERRIS TIF ANNUAL REPORT FOR YEAR 2013

17 EXHIBIT A VILLAGE OF MORTON GROVE LEHIGH FERRIS TIF ANNUAL REPORT FOR YEAR 2013

18 lnteduced: Legislative Summay Resolution I 06S AUTHORIZING THE NEGOTIATIONS OF AN ECONOMIC INCENTIVE AND TAX INCREMENT ALLOCATION FINANCING DEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF MORTON GROVE, ILLINOIS AND ESSEX CORPORA TJON August 30. :?010 I Synopsb: Pupose: Backgound: Pogams, Depb o Coups Affected: Fiscal Impact: Souce o Funds: Wokload lmpact: Admln Recomend: This esolution wm authoize the Economic Development Incentive Ageements and Tax lncemenl Allocation Ff nancing Development Aseemenl between the Village and Essex Copoation fo a senio housing developmenl The Village fs committed to cleaing blighted aeas to pomote the health. safety. and welfae of the Village and its esidents. It also wishes to encouage funhe pivate Investment and development within lhe Lehigh/Fenis TIF. enhance the Village s tax base. incease employment opponunllies. and enhance futue tax evenues fo those ovelying caxing bodies who levy against such popeny. The attached ageements ae necessay to anaci the desied investment 10 a site budened by h_igh edevelopment costs. In an effot 10 pomote economic gowth. lhe Village poposes to povide incentives to Essex Copoaiion concening cenaln pan:els of land wilhin the Lchigh/Fenis TIF Distict. geneally located in the vicinity of Old Lincoln A venue and Lehigh A venue. Essex Copoation. lhe Develope has epesented to the VIiiage. without a financial contibution. the development is not economically feasible and they could not undetake lhis development. The Develope has made a fomal application fo economic incentives and tax inaement allocalion financing. This esolution confims the Boad of Tustees intent to povide cenain economic incentives to lhe develope, including the conveyonce of Village owned popety within the poposed development site. the vocation of ccnafn Village ightsof.way. and financial incentives in the fom of eimbusing the develope fo TIF eligible expenses payable solely fom ln~mental popeny taxcs geneated by the devclopmenl By adopting this esolution lhe Boad shall authoize staff to finalize negotiations with the Develope. howeve. any final ageement wlu be subject to Boad appoval. Community and Economic OevelopmenL Legat and Finance Ocpamnents The development is el(pected to gcnel'lllc inceased popeny tajtes which shall be used in pan to eimbuse the Develope fo eligible e,cpenses. The Village's Geneal Fund will not be Impacted by thls ageement lncmnental popeny taxes geneated by the developmenl This Ageement will be implemented as pan of the Community and Economic Development and Finance Depatments' nonnal opeations. Appoval as pesented. Second Readiag: Not Requied :::b~bmin~:b:;;;:~fflg ~:::~:~/ Special Conside o Appoval of the Economic Incentive Ageement docs no1 constitute a waive of the De\ elope"s equiement 1,//_ Josep ~Hage Administato Teesa Huffman U1st6n. Copoation Counsel ~~_..J /.,. Reviewed by: c: ~, John D. Said. Community and Economic Development Diecto

19 RESOLUTION 1065 AUTHORIZING THE NEGOTIATIONS OF AN ECONOMIC INCENTIVE AND TAX INCREMENT ALLOCATION FINANCING DEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF MORTON GROVE, ILLINOIS AND ESSEX CORPORATION WHEREAS. the Village of Moton Gove (Village). located in Cook County. Illinois. is a home ule unit of govenment unde the povisions of Anicle 7 of the 1970 Constitution of the State of Illinois., can execise any powe and pefonn any function petaining to its govenment affais. including but not limited to the powe to tax and incu debt; and WHEREAS. the Village has the authoity pusuant to the laws of the State of Illinois to pomote the health. safety. and welfae of the Village and its esidents. to pevent the spead ofblighl to encouage pivate development in ode to enhance the local tax base, to incease employment. and to ente into contactual ageements with developes and edevelopes fo the pupose of achieving such objectives; and WHEREAS, the VilJage is authoii.ed unde the povisions of Anicle VII. Section l O of the State of Illinois Constitution. 1970, to contact and othewise associate with individuals. associations. and copoations in any manne not pohibited by law; and WHEREAS, the Village is authoized unde the povisions of Anicle VIII of the State of Illinois Constitution to use public funds fo public puposes; and WHEREAS. The Village is authoized unde the povisions of the Tax Incement Allocation Redevelopment AcL as amended.. 65 ILCS 5/1 J74.41 et seq. ("Act'), to finance edevelopment pojects in accodance with and pusuant to the Act: and WHEREAS. On Januay the Village, pusuant to and in accodance with the Act. adopted (i) Odinance No appoving a Tax Incement Redevelopment Plan and a Tax Incement Redevelopment Poject. (ii) Odinance No designating a Tax Incement Redevelopment Poject Aea. and (iii) Odinance No adopting Tax Incement Allocation Financing (collectively.. TIF Odinances.. ). which established the Lehigh Feis Tax Incement Finance Redevelopment Pojecc Aea ( TJF Distict"); and WHEREAS. Essex Copoation, a. Copoation located at I J 606 Nicholas Steet. Suite I 00. Omaha. Nebaska (heeinafte the "Develope") is the lessee of a 99 yea land lease of cetain pacels of land. popety appoximately 63,540 squae feet in the Lehigh Feis TIF. geneally located at Old Lincoln A venue and Lehigh A venue, commonly known as Lincoln

20 Avenue. 8S51 Lincoln A venue. and Lincoln Avenue espectively. which pacels ae legally descibed in Exhibit A (.. Develope Popet)'"); and WHEREAS, the Village is the owne of cetain eal estate commonly known as 6406 Lincoln Avenue. legally descibed in Exhibit G ("Village Popety"). The Village poposes to convey the Village Popety to the Develope on tems set foth heeinafte. The Develope Popety and Village Popeny ae heeinaft e collectively efeed to as the Popeny: and WHEREAS. the Develope poposes to develop, opeate end maintain the Popety with a fou stoy senio living development poject (.. the Development"); and WHEREAS. the Develope has epesented to the Village, without the financial contibution fom the Village povided fo hee~ the Development is not economically f easibje and the Develope would not undetake the Development The Develope has asked fo economic assistance fom the Village as set foth in Exhibit "At. WHEREAS. the Development on the Popety is an impotant poject to meet the oveall objectives of the Lehigh Feis TIF, theeby implementing and binging to completion a significant ponion of the TIF Plan and Poject; and WHEREAS. the Village desies to have the Popety developed to clea the blighted factos and chaacteistics of the Lehi,#feis TIF, to pomote the health, safety. and welfae of the Village and its esidents. to pevent the spead of those blighting conditions and chaacteistics in the Lehigh/Feis TIF. encouage funhe pivate investment and development. enhance the Village's tax base, incease employment opponunities fo Village esidents and enhance the futue tax evenues fo those ovelying taxing bodies who levy against the popety end within the Lehigh/Feis TIF Distict. and fo those easons believe it is in the best inteest of the Village to ente into an Economic Incentive and Tax Incement Allocation Financing Development Ageement with the Develope consistent with the lems set fonh in Exhibit "B~; and NOW. THEREFORE. BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE. COOK COUNTY. ILLINOIS AS FOLLOWS: SECTION I : The Copoate Authoities do heeby incopoate the foegoing WHEREAS clauses into this Resolution as though fully set foth theein making the findings as heeinabove set foth. SECTION 2: The Village Administato, Copoation Counsel. and the Diecto of Community and Economic Development ae authoized to negotiate an Economic Incentive and Tax Incement

21 Allocation Financing Development Ageement with Essex Copoation substantially in the fom,..., attached heeto as Exhibit "B", povided any final ageement shall be su~icct to appoval by the Village Boad. SECTION 3: This Resolution shall be in full foce and effect upon its passage and appoval. PASSED THlS 30 th DAY OF AUGUST 20 I 0 Tustee DiMaia Tustee Gombeg Tustee Gea Tustt!e Macus Tustee Thill Tustee Toth /Iv& APPROVED BY ME THIS 30th DAY OF AUG/7'=0 ~',4.1/2 L1/L"' ;.,. :..c.. _ ~ni /.1..Staackmann. Village Pesident Village of Moton Gove Cook County. Illinois

22 EXHIBIT B VILLAGE OF MORTON GROVE LEHIGH FERRIS TIF ANNUAL REPORT FOR YEAR 2013

23 Legislative Summay Intoduced: s, nopsis: Pupose: Odinance 1019 AUTHORIZING AN ECONOMIC INCENTIVE AND TAX INCREMENT ALLOCA TJON FINANCING DEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF MORTON GROVE, ILLINOIS AND HOMESTEAD OF MORTON GROVE, LLC Octobe 25. :?OIO This esolution will appove a Ta.x Incement Allocation Financing Development Ageement between the Village and Homestead of Monon Gove. LLC fo a senio housing developme111. The Redevelopment Ageement will fulfill some of the essential goals of the Lehigh/Feis TIF Distict including the edevelopment of a paniculaly difficult site within the Distict, the ceation of senio housing as well as affodable senio housing within the TIF Distict. and to edevelop unsightly and obsolete buildings within the Lehigh/Feis TIF Distict. Backgound: Depts Affected: Fiscal Impact: Souce of Funds: Wokload Impact: Admin Recomend: Second Rending: The Lehigh/Feis TIF Distict was ceated in Some of the goals of the TIF Distict wee to edevelop the aea by eplacing blighted and obsolete buildings. ceate senio housing opponuni1ies. and 10 ceate affodable housing oppotunities. Essex Copoation hns enteed inlo a 99yea lease fo popety commonly known as Lincoln Avenue Lincoln A venue. and Lincoln Avenue and has fomed a copoation known as Homestead of Moton Gove. LLC (the ~Develope") to constuct and opeate a senio independent living facility on this popety. The Develope poposes to develop this popety. and an appoximate quate ace pacel of land owned by the Village by building a fivestoy senio housing facility which would include 82 cn1al units. 18 of which would be affodable to household incomes of less than $ pe yea. The Develope has made an application fo Tax Incement Financing Assistance, and has stated that wi1hout assistance fom the Village. the Development was not economically feasible. The TIF application was eviewed by Village staff with the assistance of special counsel and TIF consultants. On o about August 30, the Village Boad adopted Resolution 1065 which authoized staff to negotiate an Economic Incentive and Tax Incement Allocation Financing Development Ageement. On o about Septembe JO. the Copoate Authoities adopted Resolution I067 which authoized the execution of a tenn sheet fo this Redevelopment Ageement. The Redevelopment Ageement 10 be appoved pusuant to this Odinance is consistent with that tem sheet. as futhe negotiated with input fom the Illinois Housing Development Au1hoi1~ ( IDHA ). Unde the tenns of this Redevelopment Ageement, the Village will lend the develope up to SI. 7 million to be epaid upon sale of ennancing of the poject, (such amount may be educed depending on cetain tueup factos). will povide the develope S 1.1 million in eimbusement of popety taxes geneated by the development duing the life of the Lehigh/Feis Tlf Distict. and will convey¼ ace pacel of Village owned popeny to the owne of the development site. The Village s investment in this poject will bing significant public benefits including: I. Appoximately two hunded fifteen thousand dollas ($ ) pe yea in annual taxes: 2. A fifiy (50) plus yea old unsightly industial aea will be eplaced with a new and moe aesthetic building with attactive landscaping; 3. The Development will povide a needed sevice to existing Moton Gove senios which includes maket a1c senio ental homes at a pice within the budget of many Monon Go\'c senios: 4. Twentytwo pecent (::?2%1 of the units will be set aside fo senios with annual income of thity thousand dollas (S30.000J o less; 5. The Development will ce.,te an estimated eighty I 80) tempoay constuction jobs; 6. The Development will ceate two diect pemanent jobs; 7. The Development will ceate sixty one point two (61.2) indiect o spinoff jobs (60 fom constuction and I.:? fom pemanent staffing). Community and Economic Development. Legal. and Finance Depatments The Village s contibution to this poject will come fom incemental popety taxes geneated by the Development and fom othe popeties in the TIF Distict. The Village s Geneal Fund will not be impacted by this Ageement. Incemental popety taxes geneated by the development and othe popenies in the TIF Distict. The Redevelopment Ageement will he implemented by staff as pat of thei nonnal dutiei;. Appoval as pesented. Staff is espectfully equesting a waive of the second eading fo this odinance so a submittal to the IDHA can he achieved on Oc1obe Spetlal Conside Appoval of the Rcdcvelopmcnt Ageement docs nol constitute a waive of th velopc's equiement to obtain all ' o Requiements: necessay pemits and zoning appovals fo the dcvclopme. ~. Respectfully submitted:..l..t'hif':=::~= Josc Reviewedby: ~.lohn ~utyanl~conumic Development ljiccto

24 ORDINANCE 1019 AUTHORIZING AN ECONOMIC INCENTIVE AND TAX INCREMENT ALLOCATION FINANCING DEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF MORTON GROVE AND HOMESTEAD OF MORTON GROVE, LLC WHEREAS. the Village of Moton Gove (Village), located in Cook County, Illinois. is a home ule unit of govenment unde the povisions of Aticle 7 of the 1970 Constitution of the State of Illinois. can execise any powe and pefonn any function petaining to its govenment affais. including but not limited to the powe to tax and incu debt; and WHEREAS. the Vil1age has the authoity pusuant to the laws of the State of Illinois to pomote the health. safety, and welfae of the Village and its esidents. to pevent the spead of blight. to encouage pivate development in ode to enhance the local tax base. to incease employment and to ente into contactual ageements with developes and edevelopes fo the pupose of achieving such o~jectives; and WHEREAS. the Village is authoized unde the povisions of Anicle VII. Section 10 of the State of Illinois Constitution to conta.ct and othenvise associate with individuals, associations. and copoations in any manne not pohibited by law; and WHEREAS. the Village is authoized unde the povisions of Aticle Vlll of the State of IJlinois Constitution to use public funds fo public puposes~ and WHEREAS. the Village is authoized unde the povisions of the Tax Incement Allocation Redevelopment Act, as amended. 65 ILCS 5/ et seq. (""Act"), to finance edevelopment pojects in accodance with and pusuant to the Act: and WHEREAS. On Januay , the Village, pusuant to and in accodance with the Act. adopted (i) Odinance No appoving a Tax Incement Redevelopment Plan and a Tax Incement Redevelopment Poject. (ii) Odinance No designating a Tax Incement Redevelopment Poject Aea. and (iii) Odinance No adopting Tax Incement Allocation Financing (collectively.,;tif Odinances''). which established the Lehigh Feis Tax Incement Finance Redevelopment Poject Aea ( "TIF Distict"): and WHEREAS, Essex Copoation has enteed into a 99yea land ease fo popeny commonly known as 6406 though 8617 Lincoln A venue, geneally loeated at Old Lincoln A venue and Lehigh Avenue. a site appoximately 63,540 squae feet in the Lehigh Feis TIF ("Develope Pope(\,..) and has fomed a copoation known as Homestead of Moton Gove. LLC (the "Develope") to constuct and opeate a senio independent Jiving facility on this popeny; and

25 l WHEREAS. the Village is the owne of cenain eal estate commonly known as 6406 Lincoln Avenue (.. Village Popety"). The Develope's Popeny and the Village s Popety ae heeinafte coljectively efeed to as.. the Popety"'; and WHEREAS. the Develope has poposed to develop, opeate and maintain the Popety as a fivestoy senio living development poject ("the Development' ); and WHEREAS. the Develope has epesented to the Village. without the financial contibution fom the Village povided fo heein. the Development is not economically feasible and the Develope would not undetake the Development. WHEREAS. the Develope has submitted a poposal to the Village fo an Economic Incentive and Tax Incement Allocation Financing Development Ageement, also known as "the Redevelopment AJ!eemenl". o "the RDA.': and WHEREAS. the poposal has been eviewed by the Village staff. as well as S.B. Fiedman and Company and Paul Kelle of the law fim of Ancel. Glink. Diamond, Bush, DeCianni and Kafthefe. P.C.. and as a esult, the paties have negotiated a Redevelopment Ageement: and WHEREAS. pusuant to the tems of the Redevelopment Ageement. the Village will initially lease its popeny to the Develope o its designee, until such time as the constuction of the Development has been complete, and the building is opeational and substantially leased out: and WHEREAS. the Village will loan the Develope no moe than one million seven hunded thousand dollas ($ ). to be epaid upon sale of efinancing of the development and such loan amount may be educed depending on cetain tueup factos. and the Village will eimbuse the Develope fo up to one mimon one hunded thousand dollas ($I. I ) of new tax incement eal estate taxes geneated by the Development duing the life the Lehigh/Feis TIF Distict. In etun. the Develope wilj agee to build a nottoexceed fivestoy senio living facility pusuant to plans appoved by the Building Commissione. and to opeate the facility as maket ate housing fo appoximately 64 units and affodable housing fo appoximately 18 units; and WHEREAS. the Village wi11 benefit fom the RDA with the following public benefils: 1. Appoximately two hunded fifteen thousand dollas ($215,000) pe yea in annual taxes;.., A fifty (50) plus yea old unsightly automotive and industial aea will be eplaced with a new moe aesthetic building with impoved landscaping; 3. The Development will povide a needed sevice to existing Moton Gove senios which includes maket ate senio ental homes at a pice within the budget of many Monon Gove senios;

26 4. Twentytwo pecent (22%) of the units wil1 be set aside fo senios with annual income of thity thousand dollas ($30.000) o less; 5. The Development will ceate an estimated eighty (80) tempoay constuction jobs; 6. The Development will ceate two (2) diect pennanent jobs; 7. The Development will ceate sixtyone point two (61.2) indiect o spinoff jobs (60 fom constuction and 1.2 fom pemanent staffing; WHEREAS. the Village has complied with all notice pocedues with espect to enteing into this Redevelopment Ageement: and WHEREAS. pusuant to Resolution 1067 adopted by the Village Boad on Septembe and pusuant to 65 ILCS 5/ ( c) the Vi1Jage made public disclosue of its intent to accept the poposal of the Develope to acquie the Village popety on tems set foth in the Redevelopment Ageement. and of the intention of the Village to convey the ViJlage s popety to the Develope on those tems. Resolution 1067 allowed pesons to submit altenative bids in witing to the Village Administato. To date, no such altenative poposals have been eceived by the Village Administato; and WHEREAS. the Development of the popeny is an imponant poject which meets the oveall objectives of the Lehigh/Feis Tax Incement Financing Distict. theeby implementing and binging to completion a significant potion of the Tax Incement Financing Plan and Poject: and WHEREAS. the Village desies to have the Popety developed to clea the blighted factos and chaacteistics of the Lehigh/Feis TIF. to pomote the health, safety, and welfae of the Village and its esidents. to pevent the spead of those blighting conditions and chaacteistics in the Lehigh/Feis TIF. encouage futhe pivate investment and development enhance the Village s tax base. incease employment oppotunities fo Village esidents. and enhance the futue tax evenues fo those ovelying taxing bodies who levy against the popety and within the Lehigh/Feis TIF Distict. and fo those easons believe it is in the best inteest of the Village to ente into an Economic Incentive and Tax Incement Allocation Financing Development Ageement. NOW. THEREFORE. BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE. COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION I: The Copoate Authoities do heeby incopoate the foegoing WHEREAS clauses into this Odinance as though fully set foth theein making the findings as heeinabove set foth.

27 SECTION 2: The Village Pesident is heeby authoized to execute and the Village Clek to aucst to the Rcdcvelopmclll Ageement between the Village ofivloton Gove and Homestead of ivlonon Gove. LLC o its designee in substantial confomity to the.\geemcm attached heeto as Exhibit A., afte all exhibits have been veified by Village staff and special counsel and have been allached to the Ageement. SECTION 3: The;: Village Administato shall takc all steps necessay to implement and administe the Redevelopment Agn:.!ment and is authoized to execute all leases. loan ageements. cs1:ow ageements and instuctions. SECTION 4: This Odinance shall be in full foce and effect fom and afte its passage hy a vote of at least thee quates(%) of the Copoate Authoities and appoval in a manne povided by law. PASSED THIS 25 th DAY OF OCTOBR ~010 Tustee DiMaia Tustee Gombeg Tustee Gea Tustee Macus Tustee Thill Tustee Toth #I ',., // l/; /., Ill :J 1f/(,. /./(cl I! / (,< / Village o Monon Gon: Cook County. Illinois ATTESTED and FILED in my office This 26 th D/\ y OF oc9ber 20 I(),.. ~ / 1 I I I I l'fy/7) fv{ ('tj#~~v/(;~ Tony S. KalogctfosiYillage Clek ; Villaue o Mo/ion Gove: CookCounty.1..fllinois

28 AFTER RECORDING RETURN TO: Paul N. Kelle, Esq. ANCEL, GUNK, DIAMOND, BUSH, DICIANNI & KRAFTHEFER, P.C. 140 S. Deabon Suite 600 Chicago IL This space fo Recoc/es use only ECONOMIC INCENTIVE AND TAX INCREMENT ALLOCATION FINANCING DEVELOPMENT AGREEMENT (SENIOR LIVING FACILITY) By and Between THE VILLAGE OF MORTON GROVE, ILLINOIS AND HOMESTEAD OF MORTON GROVE LLC

29 ECONOMIC INCENTIVE AND TAX INCREMENT ALLOCATION FINANCING DEVELOPMENT AGREEMENT THIS ECONOMIC INCENTIVE AND TAX INCREMENT ALLOCATION FINANCING DEVELOPMENT AGREEMENT (" Ageement'), is dated the 25 th day of Octobe 2010, and is by and between the VILLAGE OF MORTON GROVE an Illinois municipal copoation ("Village"), and HOMESTEAD OF MORTON GROVE LLC, an Illinois limited liability company ("Owne'); (the Village and Owne may each be efeed to as a "Paty" and collectively efeed to as "Paties"). IN CONSIDERATION OF the ecitals and the mutual covenants and ageements set foth in this Ageement, the Paties agee as follows: SECTION 1. RECITALS. A. The Village has the authoity, pusuant to the laws of the State of Illinois, to pomote the health, safety, and welfae of the Village and its esidents, to pevent the spead of blight, to encouage pivate development in ode to enhance the local tax base, to incease employment, and to ente into contactual ageements with developes and edevelopes fo the pupose of achieving such objectives. ' B. The Village is authoized unde the povisions of At. VII, Section 1 O of the State of Illinois Constitution, 1970, to contact and othewise associate with individuals, associations, and copoations in any manne not pohibited by law. C. The Village. is authoized unde the povisions of At. VIII of the State of Illinois Constitution, 1970, to use public funds fo public puposes. D. The Village is authoized unde the povisions of the Tax Incement Allocation Redevelopment Act, as amended, 65 ILCS 5/ et seq. ("Acf), to finance edevelopment pojects in accodance with and pusuant to the Act. E. On Januay 24, 2000, the Village, pusuant to and in accodance with the Act, adopted (i) Odinance No. 0001, appoving a Tax Incement Redevelopment Plan and a Tax Incement Redevelopment Poject (togethe, the nf Plan and Pojecf), (ii) Odinance No.00 02, designating a Tax Incement Redevelopment Poject Aea, and (iii) Odinance No. 0003, adopting Tax Incement Allocation Financing (collectively, "TIF Odinances"), which established the Lehigh Feis Tax Incement Finance Redevelopment Poject Aea ("T/F Disticf). F. Essex Copoation ("Essex") is the lessee of cetain pacels of land in the Lehigh Feis TIF, commonly known as Lincoln Avenue, 8551 Lincoln Avenue, and Lincoln, espectively, which pacels ae legally descibed in Exhibit A ("Essex Popety'). A pincipal of Essex is the managing membe of Moton Gove Patnes, LLC, the managing membe of Owne, and Owne and Essex will ente into an ageement fo development of the Essex Popety. G. The Village is the owne of cetain eal estate commonly known as 6406 Lincoln Avenue, legally descibed in Exhibit F ("Village Popety'). The Village poposes to lease the Village Popety to Essex on tems set foth heeinafte. The Essex Popety and Village Popety ae heeinafte collectively efeed to as the popety' ~ A1

30 H. The Owne poposes to develop, opeate and maintain the Popety with a five stoy senio living development poject (the udevelopmenf) pusuant to and in accodance with this Ageement, and the Village desies to financially assist the Owne, pusuant to and in accodance with this Ageement and the Act, to facilitate the Development on the Popety. I. The Development on the Popety is an impotant poject to meet the oveall objectives of the TIF Distict, theeby implementing and binging to completion a significant potion of the Tl F Plan and Poject. J. The Village has complied with all notice pocedues with espect to enteing into this Ageement. K. The Village desies to have the Popety developed in accodance with and pusuant to this Ageement to clea the blighting factos and chaacteistics of the TIF Distict, to pomote the health, safety, and welfae of the Village and its esidents, to pevent the spead of those blighting conditions and chaacteistics in the TIF Distict, encouage futhe pivate investment and development. enhance the Village's tax base, incease employment oppotunities fo Village esidents, and enhance the futue tax evenues fo those ovelying taxing bodies who levy against the Popety, and within the TIF Distict. L. The Owne has epesented to the Village that, without the financial contibution fom the Village povided fo heein, the Development is not economically feasible and the Owne would not undetake the Development. M. Essex sought funding fom a vaiety of souces and was unable to obtain conventional thid paty financing at maket ates. Essex then pusued financing though the Illinois Housing Development Authoity ("IHDA"). The maximum funds available fom IHDA pogams leave a gap in the financing stuctue. Review of the Development and conditions that continue in the financing makets at this time indicates that the Development cannot obtain o suppot pivate maket~ate financing fo this gap. The Village is poviding TIF assistance to fill this gap. A potion of this assistance is in the fom of an Up Font Loan (defined heein). Such Up Font Loan and the Pay As You Go Gant (defined heein) shall be paid to Owne o its assignee, povided that such assignment is in a fonn easonably acceptable to the Village and povided futhe that the Village has eceived complete disclosue of evey peson, fim and entity entitled to shae in the pofits of the Development, in accodance with Section 3.K heeof. SECTION 2. MUTUAL ASSISTANCE. A. Documents. The Paties agee to take such acti_ons, including the execution and delivey of such documents, instuments, petitions and cetifications, as well as the adoption of such odinances and esolutions, and issuance of bonds, as may be necessay o appopiate, fom time to time, to cay out the tems, povisions and intent of this Ageement and to aid and assist each othe in caying out such tems, povisions and intent. B. Revocation o Amendment. The Village shall not evoke o amend the TIF Distict's edevelopment poject aea plan, o the TIF Odinances, if any such evocation o amendment would pevent the Development. Notwithstanding anything to the contay in this Subsection 2.B., and povided that any evocation o amendment shall not pevent the Development, the Village may make such evocations and amendments, fom time to time, in its sole and absolute discetion. The Village shall give the Owne at least 90 days witten notice of

31 any evocations; howeve, amendments to the TIF Plan and Poject shall not equie witten notice to the Owne. C. Govenmental Appovals. The Paties shall coopeate fully with each othe in implementing the Development and in seeking and obtaining fom any o all appopiate govenmental bodies (whethe fedeal, state, county o local} any necessay pemits, entitlements and appovals, equied o useful fo the impovement of popety and constuction of the Development in and on the Popety, o fo the povision of sevices to the Popety, including, without limitation, fedeal o state gants and assistance fo public tanspotation, oads and highways, wate and sanitay sewage facilities and stonn wate dainage facilities. D. Village Appovals. The Village shall issue all pennits and appovals necessay fo Owne's development of the Development including, without limitation, peliminay plat, building and othe pennits and cetificates of occupancy, povided that owne submits all petitions and applications fo such pem,its and appovals and pays all fees equied unde applicable Village odinances, standads, ules, and egulations. The Paties agee to execute all documents and othe instuments easonably equied by Owne's lende in connection with the financing of the development and constuction of the Development. The Village undestands that owne wishes to complete the appoval pocess fo the IHDA funding of the Development by Decembe 16, 2010 o such othe date as IHDA chooses (the "IHDA Closing ); the Village will, if equested, povide Owne with a timeline fo completion of all Village pennitting and appovals necessay to enable Owne to complete the funding by that date. E. IHDA Appoval. The Owne has epesented to the Village that IHDA has committed cetain funding to the Development, as shown in the Ten, Sheet, Exhibit G which is heeby incopoated into and made a pat of this Ageement. The undetakings by the Village in this Ageement ae contingent upon IHDA poviding such funding. Failue of IHDA to povide such funding shall ende this Ageement null and void. SECTION 3. OWNER'S OBLIGATIONS. A. Commencement and Completion of Constuction. The tems of this Ageement ae binding on the Owne, Essex and any elated entity having any involvement in the Development. Whee cicumstances waant, efeence to Owne heein shall apply to Essex o any elated agent o assignee of Essex o the Owne. The owne shall commence constuction of the Development not late than June 30, Failue to commence constuction shall constitute an event of default. Constuction of all impovements shall be completed, as cetified by the Village Enginee, in accodance with the Owne's Constuction Schedule, attached heeto as Exhibit E and incopoated heein, but not late than Septembe 30, Failue to complete constuction substantially in accodance with the Constuction Schedule shall constitute an event of default. B. Development. The exteio appeaance of the Development shall substantially comply with site plans pepaed by JSSH Achitects, Inc., and appoved by the Village Boad, depicting the Development, and which dawing is in Exhibit B; povided, howeve, that the Development shall, at a minimum, be constucted, installed and opeated in accodance with the following: i. Consist of eightytwo (82} unit senio living facility with amenities as shown, fo independent living senios who ae 55 yeas of age and olde

32 ii. Iii iv. Not less than nineteen (19) of the esidential units shall be eseved fo households eaning 50% of Aea Median Income AMI") as defined by the US Depatment of Housing and Uban Development, IHDA, o successo agency, i.e., less than $30,050 in 2010, assuming two peson household maximum. Rents fo the balance of the units (63) will be based on the maket ates, as detemined by the August, 2010, maket study by VWB Reseach, commissioned by Essex, adjusted annually by any incease in CPIW. Development shall be in accodance with building and zoning plans submitted to and appoved by the Village. v. The building shall not exceed five stoies. The fist stoy will include a coveed gaage with 63 paking spaces fo esidents. A suface paking lot on the east side of the building will include an additional 19 spaces fo esidents and visitos. The emaining fou stoies will be eseved fo esidential use. vi. The poposed Poject Budget shown in Exhibit C. Notwiths.tanding anything to the contay in this Subsection 3.8., the Owne shall constuct and install the Development on the Popety in substantial compliance with the zoning, site plans. achitectual plans and elevations, engineeing plans, and plats., as appopiate, submitted to and appoved by all necessay Village commissions, boads, and depatments, and which appoved plans and plats shall, by this efeence, become pat of and incopoated into Exhibit B. Futhe, the Owne shall at all times acquie, install, constuct, opeate and maintain the Development in confomance with all applicable Village, state, and fedeal laws. odinances, ules, and egulations, including, without limitation, all applicable zoning odinances, building codes, envionmental codes, and life safety codes of the Village. Owne specifically agees to comply with the Moton Gove Building Code equiing Type IIA constuction as descibed in the Intenational Building Code, which equies one hou ated constuction using noncombustible mateials fo the building elements. C. Constuction Pemits. No constuction, impovement, o development of any kind shall be pemitted on any potion of the Popety unless and until the Owne has eceived appoval fom all necessay Village depatments, and has been issued valid and binding building pemits. Futhe, no business opeation o occupancy of the Development may occu pio to the issuance of a valid and binding cetificate of occupancy. D. Fees and Expenses. The Owne shall pay all nomal fees to the Village fo the Development, including pemit, inspection eview and tapon fees. as povided by odinance. E. Cetification of Reimbusable Costs; Quatelv Accounting Statements. The Owne shall, fom time to time, submit to the Community Development Diecto, Cetificates of Reimbusable Poject Costs, in the fom of Exhibit D, cetifying costs incued in connection with the constuction of the Development, and eimbusable unde the TIF Act; povided, howeve, that the Owne shall only be eligible fo eimbusement of those costs fo the Development as specifically set foth in Subsection 4.B.; povided, futhe, that any submitted Cetificates of Reimbusable Poject Costs.shall be accompanied by quately accounting and financial statement, as pepaed by the Owne's accountant. Such accounting and financial

33 ~ [ statement shall be pepaed in accodance with the "accual accounting method" as established by the most cuent United States Geneally Accepted Accounting Pinciples. Cetification shall be accompanied by epots of inspecting achitects engaged by IHDA o othe fundes of the Development, o othe easonable independent documentation of the completion of impovements fo which eimbusement is sought. F. Pogess Meetings. The Owne shall meet on at least a quately basis with the Community and Economic Development Diecto. o his designee, and othe Village staff as appopiate, to povide a compehensive pogess epot on the Development. The Owne shall ensue that adequate infomation is povided, including, without limitation, financial epots, engineeing analyses, achitectual analyses, as well as appopiate Development team pesonnel, at any such pogess meeting as may be equested by the Community and Economic Development Diecto, o as may be appopiate to povide an accuate pogess epot. G. Open Book Poject The Development shall be an "open book" poject, and the Owne and geneal contacto(s) will ensue fo continuing and egula access, at all times duing the constuction, by the Community and Economic Development Diecto, o his designee, fo the pupose of eviewing and auditing thei espective books and ecods elating to any item necessay to, detemine the costs of the Development. The foegoing Village eview and audit ights with espect to the Poject shall teminate one (1) yea afte the last cetificate of occupancy has been issued fo any potion of the Development. Any audit equied by the Village will be at the expense of the Village. H. Insuance. Pio to issuance of any building pemit, Owne (o Owne's contacto) shall delive to the Village, at Owne's cost and expense, insuance equied to be caied by Owne pusuant to Section 5 of this Ageement. I. Guaantee. Pio to issuance of any building pemit, Owne (o Owne's contacto) shall delive to the Village, at Owne's cost and expense, secuity, in the fom of a lette(s) of cedit o suety bond(s) easonably satisfactoy to the Village, fo payment and completion of the Development and fo all public impovements constucted by the Owne. J. Compliance with Laws. Owne agees to comply with all applicable laws, ules and egulations of any Fedeal, State o local entity o agency, including the Illinois Pevailing Wage Act. K. Disclosues. Not less than ten days pio to the Closing efeed to in Section 4.8., Owne shall f umish the Village with a statement disclosing the identity of all pesons holding an owneship inteest in the Owne and the.pecentage of such inteest, said disclosue to be in a fonn.easonably satisfactoy to the Village. Simultaneously, Owne shall funish the Village with a desciption of all pending o theatened litigation o administative poceedings involving the Owne o any peson holding an owneship inteest in the Owne, specifying in each case, the amount of such claim, an estimate of pobable liability, the amount of any eseves taken in connection theewith and to what extent such potential liability is coveed by insuance. L. Recovey of TIF Funds. Subject to the povisions of Section 7.M.. in the event the Development ceases to opeate fo a peiod of at least ninety (90) days, o Owne declaes bankuptcy, o of a default unde any othe povision of this Ageement, the Owne shall be immediately indebted to the Village fo all TIF funds eceived fom the Village and shall

34 eimbuse such funds within thity (30) days of a demand theefo by the Village. Owne stipulates that such indebtedness is a debt owed to a govenmental agency and shall have pioity in any bankuptcy poceeding. Owne futhe agees that the Village shall have a lien on the Popety fo the total amount of TIF funds paid by the Village. At the equest of the Village. fom time to time, Essex, as lessee of the Essex Popety shall execute a note and motgage on the Essex Popety in favo of the Village fo such TIF funds, which motgage shall be subodinate to any motgage elated to any constuction loan secued by the Owne fo the Development which may be enfoced in accodance with the foeclosue laws of the State of Illinois. The Village shall have all othe emedies fo default as povided in Section 6 heeof. M. Tue Up. The Paties acknowledge that IHDA financing is essential to Development. They futhe acknowledge that final picing of taxexempt IHDA bonds ("bonds" o "bond funding"), HOME Investment Patneship Pogam thome") funds fom IHDA, funds ganted pusuant to Section 1602 of the Ameican Recovey and Reinvestment Act of 2009 ("1602w}, and tax cedits has not yet occued. Upon final picing of financing souces, the following adjustments will be made: Tax Exempt Bond Funds and Tax Cedit Equity. Depending on final inteest ate, debt sevice coveage atios, and othe factos, bond financing of up to Fifteen Million Dollas ($15,000,000) may be available. Final picing of tax cedit equity may incease the amount of funds geneated by low income housing cedits. Subject to IHDA appoval, any incease in the collective amount of bond funding, 1602 funds and HOME funds ove the amount stated in the Tem Sheet and any incease in tax cedits equity above the amount of $1.463 million shall be allocated between the Village TIF assistance and the Owne 50/50 until the Owne has educed the defeed development fee to 50%. and theeafte 100% shall be allocated to the Village to educe the pincipal amount. of the Up Font Loan SECTION 4. SUBJECT TO IHDA APPROVAL. VILLAGE OBLIGATIONS. f. A. Up F.ont Loan. In ode to facilitate the Development, the Village agees to pay Owne's Cetified Reimbusable Poject Costs, not to exceed the total amount of Two Million Eight Hunded Thousand Dollas ($2,800,000.00). The sum of not to exceed One Million Seven Hunded Thousand Dollas ($1,700,000.00) (the up Font Loann} fom the Lehigh Feis Special Tax Allocation Fund shall be deposited into an escow account to be established by the Paties with Chicago Title Insuance Co. o such othe agency as the Paties may agee. The escow ageement shall povide that funds may be paid to Owne o Owne's assignee as povided in Section 1.M above upon notice by the Village Administato that Owne has incued Cetified Reimbusable Poject Costs, in the amount to be paid. The Up Font Loan shall constitute a loan of TIF funds to Owne caying an inteest ate of one pecent identical to the ate applicable to the HOME funds loan fom IHDA, as noted in the Tem Sheet appoved by the Village in Resolution 1067, which Tem Sheet is incopoated heein and made binding on the Paties, as applicable, as though fully set foth. Owne shall epay inteest only on the Up Font Loan beginning on Januay 1, 2014, o such othe date as the Paties may agee, in accodance with the t~ms of epayment applicable to the HOME funds. Upon the sale o efinancing of the Development, howeve, Owne shall pay pincipal and iateest. Repayment of the Up Font Loa~ shall be cedited to the Lehigh Feis Special Tax Allocation Fund o declaed as suplus. B. Develope Note. At closing, the Village shall issue its Note to the Owne (the Develope Note") in the pincipal amount of not to exceed One Million One Hunded Thousand

35 Dollas ($1,100,000.00) caying an inteest ate of 7.5%. The funds payable theeunde shall be known as the pay As You Go Gant." The Develope Note shall be payable solely fom ninetyfive pecent (95%) of funds geneated solely by the Development and deposited into the Lehigh Feis Special Tax Allocation Fund, fo Owne's Cetified Reimbusable Poject Costs. The obligations of the Village set foth in this Subsection 4.8. ae payable solely fom the TIF funds specified and ae not a geneal obligation of the Village. The Village undestands that Owne intends to monetize the Develope Note and that the poceeds shall be loaned to the Poject in such a manne as to maximize tax cedit basis and geneation of tax cedits. C. Lease of Village Popety. The Village agees to execute a gound lease to Owne fo the Village Popety fo a tem of ninetynine (99) yeas fom the date of the IHDA Closing (o such lesse peiod as povided heeinafte), fo the sum of one dolla ($1.00) pe annum paid by Owne in advance upon execution of the lease (the "Village Closing") AS IS, WITH ALL FAUL TS AND WITHOUT ANY WARRANTY CONCERNING ANY ENVIRONMENTAL CONDITIONS OR SUITABILITY FOR ANY PURPOSE, and subject to the tems of this Ageement The Village Closing shall be scheduled at the convenience of the Paties. Until completion of constuction, the lease fo the Village Popety may not be tansfeed, assigned, sublet, o othewise conveyed without witten consent of the Village. Notwithstanding anything heein to the contay, upon completion of the constuction, the Village will, upon equest of Owne, execute such documents as may be necessay to authoize conveyance of the Village Popety to the owne of the fee inteest in the Essex Popety. SECTION 5. INSURANCE AND INDEMNIFICATION. A. Liability Insuance Pio to Completion. Pio to issuance of building pemits, Owne (o Owne's contacto) shall pocue and delive to the Village, at Owne's (o such contacto's) cost and expense, and shall maintain in full foce and effect until each and evey obligation of Owne contained heein has been fully paid, o peloned, a policy o policies of compehensive liability insuance and, duing any peiod of constuction, contacto's liability insuance, and woke's compensation insuance, with liability coveage unde the compehensive liability insuance to be not less than Two Million and no/100 Dollas ($2,000,000.00) each occuence and Five Million and no/100 Dollas ($5,000,000.00) aggegate. All such policies shall be in such fom and issued by such companies as shall be acceptable to the Village to potect the Village and Owne against any liability incidental to the use of o esulting fom any claim fo injuy o damage occuing in o about the Dev,elopment, o the constuction and impovement theeof by Owne, except to the extent aising fom Village (o its agents, employees and contactos) acts o omissions (in which case the Village shall look solely to its own insuance). Each such policy shall name the Village as an additional insued and shall contain an affimative statement by the issue that it will give witten notice to the Village at least thity (30) days pio to any cancellation o amendment of its policy. Altenatively, Owne, may satisfy its insuance obligations in this Section 5.A. by way of a blanket policy o policies which includes othe liabilities, popeties and locations having a pe occuence liability of Two Million and no/100 Dollas ($2,000,000.00) and a geneal policy aggegate of at least Five Million and no/100 Dollas ($5,000,000.00). Owne shall povide to the Village a eplacement cetificate not less than 30 days pio to expiation of any policy. 8. Owne's Risk Pio to Completion. Pio to completion of the constuction of the Development, as cetified by the Village, Owne shall keep in foce at all times buildes isk insuance on a completed value basis, in nonepoting fom, against all isks of physical loss, including collapse, coveing the total value of wok pefomed and equipment, supplies and mateials funished fo the Development (including onsite stoed mateials), all as to wok by

36 . Owne. Such insuance policies shall be issued by companies satisfactoy to the Village. All such policies shall contain a povision that the same will not be canceled o modified without pio thity(30) day witten notice to the Village. C. Village Review. The owne acknowledges and agees that the Village is not, and shall not be, in any way liable fo any damages o injuies that may be sustained as the esult of the Village's eview and appoval of any plans o failue to eview and appove any plans fo the Popety o the Development, o the issuance of o failue to issue any appovals, pemits, cetificates, o acceptances fo the development o use of the Popety o the Development, and that the Village's eview and appoval of those plans and the Development and issuance of those appovals, pennits, cetificates, o acceptances does not, and shall not, in any way, be deemed to insue the Owne, o any of its heis, successos, assigns, tenants invitees, and license.es, o any othe peson, against damage o injuy of any kind at any time. D. Village Pocedue. The OWne acknowledges and agees that notices, meetings, and heaings have been popely given and held by the Village with espect to the appoval of this Ageement and agees not to challenge the Village's appoval on the gounds of any pocedual infinnity o of any denial of any pocedual ight. E. Indemnity. The Owne agees to, and does heeby, hold hamless and indemnify the Village, the Copoate Authoities, all Village commissions, boads, public bodies, and all Village elected o appointed officials, offices, employees, agents, consultants, advisos, epesentatives, enginees, and attoneys, fom any and all claims that may be asseted at any time against any of them aising out of any Village action elated to the development. constuction, maintenance, o use of any potion of the Popety F. Defense Expense. The Owne shall, and does heeby agee to, pay all expenses, including without limitation legal fees and administative expenses, incued by the Village in defonding itself with egad to any and all of the claims efeenced in Section 5.E. of this Ageement. SECTION 6. DEFAULT Failue on the pat of eithe Paty to comply with any mateial tem, epesentation, waanty, covenant, ageement, o condition of this Ageement within thity (30) days afte witten notice theeof shall constitute an event of default. No default of this Ageement may be found to have occued if pefomance has commenced to cue such default to the easonable satisfaction of the compla.ining Paty within thity (30) days of the eceipt of such notice and the Paty alleged to be in default continues diligently to pusue such cue. In the event of default by the Village in the pefomance of any of its obligations unde this Ageement, Owne's sole emedy shall be specific pefomance o tennination of the Ageement. The Village shall not be liable fo consequential damages o lost pofits. In the event of default by the Owne in the pefomance of any of its obligations unde this Ageement, the Village shall be entitled to ecove all monies paid to Owne and to ecove title to any eal estate deeded to Owne o conveyed by opeation of law, and the Village's obligation to make any additional payments to Owne shall teminate. SECTION 7. GENERAL PROVISIONS. A. Notice. Any notice o communication equied o pemitted to be given unde this Ageement shall be in witing and shall be deliveed (i) pesonally, (ii) by a eputable

37 ovenight couie, (iii) by cetified mail, etun eceipt equested, and deposited in the U.S. Mail, postage pepaid, (iv) by facsimile, o (v) by electonic intenet mail (" "). Facsimile notices shall be deemed valid only to the extent that they ae (a) actually eceived by the individual to whom addessed and (b) followed by delivey of actual notice in the manne descibed in eithe (i), (ii), o Oii) above within thee business days theeafte at the appopiate addess set foth below. notices shall be deemed valid only to the extent that they ae (a) opened by the ecipient on a business day at the addess set foth below, and (b) followed by delivey of actual notice in the manne descibed in eithe (i), (ii), o (iii) above within thee business days theeafte at the appopiate addess set foth below. Unless othewise povided in this Ageement, notices shall be deemed eceived afte the fist to occu of (a) the date of actual eceipt; o {b) the date that is one (1) business day afte deposit with an ovenight couie as evidenced by a eceipt of deposit; o (b) the date that is thee (3) business days afte deposit in the U.S. mail, as evidenced by a etun eceipt. By notice complying with the equiements of this Section 7.A., each paty to this Ageement shall have the ight to change the addess o the addessee, o both, fo all futue notices and communications to them, but no notice of a change of addessee o addess shall be effective until actually eceived. Notices and communications to the Village shall be addessed to, and deliveed at, the following addess: With a copy to: The Village of Moton Gove 6101 Capulina Avenue Moton Gove, IL ATTN: Village Administato Ancel Glink Diamond Bush DiCianni & Kafthefe 140 South Deabon Steet, 6th Floo Chicago, IL ATTN: Paul N. Kelle Notices and communications to the Owne shall be addessed to, and deliveed at, the following addess: Essex Copoation Nicholas Steet, Suite 100 Omaha NE ATTN: Kent Baasch With a copy to: Wildman Haold Allen & Dixon LLP 225 West Wacke Dive, 28 th Floo Chicago, IL ATTN: Mak Huddle B. Time of the Essence. Time is of the essence in the pefomance of this Ageement. C. Rights Cumulative. Unless expessly povided to the contay in this Ageement, each and evey one of the ights, emedies, and benefits povided by this Ageement shall be cumulative and shall not be exclusive of any othe ights, emedies, and benefits allowed by law

38 D. NonWaive. The Village shall be unde no obligation to execise any of the ights ganted to it in this Ageement. The failue of the Village to execise at any time any ight ganted to the Village shall not be deemed o constued to be a waive of that ight, no shall the failue void o affect the Village's ight to enfoce that ight o any othe ight. E. Govening Law. This Ageement shall be govened by, and enfoced in accodance with, the intenal laws, of the State of Illinois. F. Seveability. It is heeby expessed to be the intent of the Paties that should any povision, covenant, ageement, o potion of this Ageement o its application to any peson o popety be held invalid by a cout of competent juisdiction, the emaining povisions of this Ageement and the validity, enfoceability, and application to any peson o popety shall not be impaied theeby, but the emaining povisions shall be intepeted, applied 1 and enfoced so as to achieve, as nea as may be, the pupose and intent of this Ageement to the geatest extent pemitted by applicable law. G. Entie Ageement. This Ageement constitutes the entie ageement between the Paties and supesedes any and all pio ageements and negotiations between the Paties, whethe witten o oal, elating to the subject matte of this Ageement. H. Intepetation. This Ageement shall be constued without egad to the identity of the Paty who dafted the vaious povisions of this Ageement. Moeove, each and evey povision of this Ageement shall be constued as though all Paties to this Ageement paticipated equally in the dafting of this Ageement. As a esult of the foegoing, any ule o constuction that a document is to be constued against the dafting Paty shall not be applicable to this Ageement. I. Exhibits. Exhibits A though I attached to this Ageement ae, by this efeence, incopoated in, and made a pat of this Ageement. In the event of a conflict between an exhibit and the text of this Ageement. the text of this Ageement shall contol. J. Amendments and Modifications. No amendment o modification to this Ageement shall be effective until it is educed to witing and appoved and executed by all paties to this Ageement in accodance with all applicable statutoy pocedues. K. Authoity to Execute. The Village heeby waants and epesents to the Owne that the pesons executing this Ageement on its behalf have been popely authoized to do so by the Copoate Authoities. The Owne heeby waants and epesents to the Village (i) that it is has enteed into an ageement with Essex fo the Development on the Essex Popety and (ii) that no othe peson has any othe contactual o secuity inteest in the Popety, (iii) that it has the full and complete ight, powe, and authoity to ente into this Ageement and to agee to the tems, povisions, and conditions set foth in this Ageement and to bind the Popety as set foth in this Ageement. (iv) that all legal actions needed to authoize the execution, delivey, and pefomance of this Ageement have been taken, and (v) that neithe the execution of this Ageement no the pefomance of the obligations assumed by the Owne will (a) esult in a beach o default unde any ageement to which the Owne is a paty o to which it o the Popety is bound o (b) violate any statute, law, estiction, cout ode, o ageement to which the Owne o the Popety ae subject

39 \ I I L. No Thid Paty Beneficiaies. No claim as a thid paty beneficiay unde this Ageement by any peson shall be made, o be valid, against the Village o the Owne. M. Foce Majeue. Neithe the Village no the Owne no any successo in inteest to eithe of them shall be consideed in beach of o in default of Its obligations unde this Ageement in the event of any delay caused by damage o destuction by fie o othe casualty. stike, shotage of mateial, unusually advese weathe conditions such as, by way of illustatlon and not limitation, sevee ain stoms o below feezing tempeatues of abnomal degee o fo an abnomal duation, tonadoes o cyclones, and othe events o conditions beyond the easonable contol of the paty affected which in fact intefees with the ability of such paty to dischage its obligations heeunde. The individual o entity elying on this Section with espect to any such delay shall, upon the occuence of the event causing such delay, immediately give witten notice to the othe paties to this Ageement. The individual o entity elying on this Section with espect to any such delay may ely on this Section only to the extent of the actual numbe of days of delay effected by any such events descibed above. N. Tem of Ageement. The tem of this Ageement shall commence on the date that both Paties have executed it and teminate uoon temination of the TIF distict; povided that the Owne's indemnification,.., (1.,, :ie Ageement. O! ~.,v lil. ii ~l O. Recodation. 1 ~ ;,.,,.J,l&' ed in the Office of the Cook County Recode, and the Owne /(., 1.~L {,,~,wy :>dation costs. 1 I /,II! / J. f,1:, (J'./ P. Countepats. 1 }, I,/,I '"' shall constitute an oiginal do,_,1; u)t'' 1 :f in countepat, each of which (11.~\.v' constitute one and the same 'I/ l:_l,>' IJ instument. IN WITNESS WHEREOF, the Paties have theeto set thei hands on the date fist above witten. ATTEST: Its: Tony S.' VILLAGE OF MORTON GROVE, an Illinois ~ Its: Daniel J. Staackmann, Village Pesident ATTEST: By:~~ l.:_.._ b_1u~ lts:u.t ;e.,be"lfi e+f: / 11 \c:tv.lu.v,<.,tol" lc) Gn,'VL p CLvfvuJ$ 1 llc ~ 11 HOMESTEAD OF MORTON GROVE LLC an Illinois limited liability company (3y.: (YI o /?._ Tl) tj 6 f_. D v G f' fi R tjjb'<s., LL C 1 j f,5 {YJC\ A c~s~ (Yle 11"'1 be By: ~t,{7 d J/(c.t('c ( L I I Its: /'ll FlJA Gl ll G /Y1 EM 6 Ee

40 ......, L No Thid Paty Beneficiaies. No claim as a thid paty beneficiay unde this Ageement by any peson shall be made, o be valid, against the Village o the Owne. M. Foce Maieue. Neithe the Village no the Owne no any successo in inteest to eithe of them shall be consideed in beach of o in default of its obligations unde this Ageement in the event of any delay caused by damage o destuction by fie o othe casualty, stike, shotage of mateial, unusually advese weathe conditions such as. by way of illustation and not limitation, sevee ain stoms o below feezing tempeatues of abnomal degee o fo an abnomal duation, tonadoes o cyclones, and othe events o conditions beyond the easonable contol of the paty affected which in fact intefees with the ability of such paty to dischage its obligations heeunde. The individual o entiiy elying on this Section with espect to any such delay shall, upon the occuence of the event causing such delay, immediately give witten notice to the othe paties to this Ageement. The individual o entity elying on this Section with espect to any such delay may ely on this Section only to the exient of the actual numbe of days of delay effected by any such events descibed above. N. Tem of Ageement. The tem of this Ageement shall commence on the date that both Paties have executed it and teminate upon temination of the TIF distict; povided that the Owne's indemnification shall suvive the temination of the Ageement. 0. Recodation. This Ageement shall be ecoded in the Office of the Cook County Recode, and the Owne shall be esponsible fo the ecodation costs. P. Countepats. This Ageement may be executed in countepat, each of which shall constitute an oiginal document, which togethe shall constitute one and the same instument. IN WITNESS WHEREOF, the Paties have theeto set thei hands on the date fist above witte;i. ATTEST: VILLAGE OF MORTON GROVE, an Illinois municipal copoiati ;)l {;!f/i Its: Daniel J. Staackmann, Village Pesident ATTEST: HOMESTEAD OF MORTON GROVE LLC an Illinois limited liability company :... By: _ Its: By: Its:

41 EXHIBIT A CHICAGO TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE A (CONTINUED) ORDER NO. : THE LAND REFERRED TO IN nns COMMITMENT IS DESCRIBED AS FOLLOWS : KA. THAT PART OF LOT 45 IN COOK COUNTY CLERK'S DIVIS I ON OF THE EAST 1 /2 OF THE NORTH EAST QUARTER OF SECTION 19, AND THE WEST 1/2 OF THE NORTH WEST QUARTER OF SECTION 20, TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING WEST OF TlfE RAILROAD (EXCEPT THAT PART DESCRIBED AS FOLLOWS : COMMENCING AT A POINT ON THE WEST LINE OF LOT 45, A DISTANCE FEET NORTH OF THE SOUTH WEST CORNER THEREOF FOR A PLACE BEGINNING; THENCE EAST AT RIGHT ANGLES TO llie WEST LINE OF LOT 45 A DISTANCE OF 125 FEET; THENCE NORTH PARALLEL TO THE WEST LINE OF LOT 45 A DISTANCE OF 45 FEET: THENCE WEST 125 FEET TO A POINT 45 FEET NORTH OF THE PLACE OF BEGINNING IN THE WEST LINE OF LOT 45; THENCE SOUTH ALONG lhe WEST LONE OF SAIF LOT 45 A DISTANCE OF 45 FEET TO THE PLACE OF BEGINNING. IN COOK COUNTY, ILLINOIS. COMLCOG ll/llgdcc SS3 PAGE A2 DJN 04/09/10 14 :04 :46

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44 EXHIBIT D Fonn of Reimbusement Request [This fonn may be evised by the Village at its sole discetion. Additional infomation may be equested fom Develope] The undesigned, being fist duly swon, on oath states as follows: 1. I am.title] of Homestead of Moton Gove LLC ("Develope') and I am authoized by Develope to make the following epesentations on behalf of Develope to the Village of Moton Gove fo the pupose of inducing the Village to make cetain payments to Develope, as heeafte set foth. 2. I heeby cetify that the costs set foth on Schedule A heeto have been incued by Develope in connection with Develope's pefomance of its obligations unde the Economic Incentive and Tax Incement Financing Development Ageement ("RDA") between Develope and the City, dated, 2010, and that such costs ae eligible fo payment fom the Lehigh Feis Special Tax Allocation Fund in connection with the "Homestead of Moton Gove edevelopment poject, and that the additional infomation povided heewith is complete and accuate. Dated, 20_ Homestead of Moton Gove. LLC by Subscibed and swon to befoe me this day of., 20_ Notay Public **** * Schedule A. ( I Itemized expenditues Identification of elationship of each expenditue to development poject Evidence of payment Lien waives Amount of this payment equest Total payments eceived to date

45 Eiiiiiiiil Melel Fmi,g 41h Ffoo lliiiiiiliiiiiiiiiia!'iiliiiiiil8fck iiiiiiiiiiiiiiiiiaii:1aslucc:o liiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii;a Flishes. 41h Floo Giiiiiiiiiiiiiiiiiiiiiiiiiiiiiii=a Finishes 3d Floo Finishes 2nd Floo c;;;iiiiiiiiiiiiiiiiiiiiiiiiiiiia Fllshes. 1st Floe (') 0 Z ~ ::o m C::x O:x: 4 a, O Z4 en = :c (') "l w m 0 c:: m c.a o...ne a Punchlfat S!Jbs111mel CaTlllell I lo111e11e2d Mnnnn Gm, IL n:sn C.o,po.ilinn a:t,o+. ++I

46 ,,c.. ~A~1\0R;~. M;~;.~~C: " LAND SURVEYORS 4332 OAKTON STREET SKOKIE. ILL (847) OF niio. p..,n Cf' LOT ~ 1."l'tllG i.~si e R,1111.,~01'0 "' COUNTY Ct.ERKS 01\/ISICN Of n<e EAST Hi\\." e TII( NCRTH(I\Sl OJ... Ro(R Of' sccnon 19..lNO ALL S(CtlCN l?. TO'NtlSlllP NORTH, FIMIC( 1.3,.,\ST CF 0 1( 1HIRO PRIIICIP>I. IIER\01,.N, oescribeo AS FOLI.O'll'S: COl.ll,l(NOIIC AT A PONT vii 1)1( ll(st LIN( Of I.OT S DIST.Vil 6J.l8 Ft(T NOF!tll o ll<t soun wts CCRll(R n1(r(c cr A PL.lCC: CF' at~ninc: Ot~'ICE i;,s Al.UCi1T... NCLES TO 111( W(ST UN( o s,uo I.OT FEtT: TH(NC( N~OI l'aralle\. 10 ~ ( wtst UN Cf SAID l.~t 45 A CISTMlct CF' 5.00 t:.t OICICE v,f;s FE T TO, PCIIH 5.00 FEtT tlortii o TIit PVC[ Cf' 8 '.::!NPIING. UI lhe ~ST L,:,c C< SAIC ~~T 5. n<t'lcc: 5CIJ11< "I.CHG nit v.f;st UN( Cf" 'SAIO LOl 45, 0 1sANCl: o.,.co 'l;et 10 THE Pl>C( CF BEGIIINIIIG, Ill CCOK COUl'tf, ILUNCl'S. I I \! s as~10 23 e '!IC ~ c ~,_. ~ :~. ~.;

47 ~~ S. B. Fied,nan & Compa,y ' Rtal Es1ate Adviso:s and D~ve/opment Co11su/tanl.f EXHIBITG TERM SHEET 221 N. LaSalle St., Suite 820 Chicago, Illinois / Fax: 312/ Septembe 10, 2010 Subject: Peliminay Tems, TIF Assistance, The Homestead of Moton Gove To: Kate Cowley Fom: Steve Fiedman cc: Tei Liston Joe Wade John Said Jewell Walton I have summaized below the majo tems unde discussion fo the Homestead poject poposed by Essex Copoation pe ou teleconfeence on Fiday and subsequent consideation by the Village staff and consultant. It should be undestood by all that the Village's eview is ongoing and given the complexity of the poject, othe mattes may need to be addessed. 1. Poject Develope: Essex Copoation will be the Develope and will delive a cedit wothy guaantee acceptable to the Village, 2. Owne: Homestead of Moton Gove, LLC an Illinois limited liability company (LLC) whose managing membe is a pincipal of Essex Copoation 3. Site Conveyance: The Village will ente into a gound lease with Essex fo $1.00 pe annum fo 99 yeas. Said lease may not be tansfeed o assigned without Village consent. Said lease shall be void and teminated if Essex does not close on full financing fo the poject and commence constuction by June 30, 2011, and complete the poject by... o due to othe events of default which will be specified in the lease. 4. Zoning and Othe Review of Plans: Village will pocess the zoning application in a manne consistent with IHDA's equiements fo appoval pio to closing, cuently tageted fo Novembe 15. No assuance can be given at this time that the elevant commissions will ecommend the poject no that the Village Boad will appove it. The ability to achieve such a time fame is dependent on the eceipt by Septembe 10, 2010 of a complete application that addesses all elevant Village issues, esults in minimal eview comments and questions, and that the develope povides timely and acceptable esponse~. Develope shall comply with all Village codes and odinances. In addition to these appovals, the Village Administato o his designee shall have the ight to eview and appove o disappove the final building and site plans which shall become pat of any edevelopment ageement. 5. TIF Assistance: TIF shall be used as the last element of funding to povide gap financing afte all othe souces have been committed. In no event shall TIF funding exceed the ~ G1

48 total of 95% the poject's incement fo the emaining life of the Distict (to 2024) plus no moe than $1,700,000 of outof PIN incement fom the balance of the TIF Distict. The outof PIN incement will be funded at poject closing subject to econciliation with eligible costs and appopiate contol of expenditue to comply with the TIF statutes. Upon the Village's equest, Essex will gant the Village a junio lien on the popety. The loan would be due upon sale o efinance and would cay an inteest ate and othe tems sufficient to qualify as debt fo tax cedit puposes. 6. Calculation of TIF Amount: The following factos shall be used in detemining the final amount of assistance: A Total poject cost shall be $23, This numbe may be adjusted at closing. Develope is awae of the equiements of the Moton Gove Building code equiing Type IIA constuction as descibed in the Intenational Building Code (lbc) which equies 1 hou ated constuction using noncombustible building mateials fo the building elements. The develope is also awae that the poject must comply with the "Illinois Pevailing Wage Act. B. Any escalation in costs shall be the esponsibility of othe fundes ove and above amounts cuently committed to the poject. C Minimum funding fom each of the following souces as follows (pe souces and uses of funds included in TIF application) and none of these souces may be educed without the consent of the Village: HOME Funds fom IH0A 1602 Funds though IHDA Tax Exempt Bond Funds Tax Cedit Equity Defeed Develope Fee 1,893,003 2,700, , ,225 50% *These numbes will be adjusted and fixed at Closing and incopoated into the RDA. 7. Tue~up: It is undestood that final picing of the bonds and tax cedit equity has not yet occued. Upon final picing of financing souces, the following adjustments will be made: A Tax Exempt Bond Funds. Depending on final inteest ate, bond financing of up to $15,000,000 may be available. The incease in bond funding, if any, shall be used dollafodolla to educe the TIF Funds fom the balance of the distict. 8. Tax Cedit Equity. Final picing may incease the amount of funds geneated by Low Income Housing Tax Cedits. Any incease in tax cedits equity shall be allocated between the Village TIF assistance and the Develope 50/50 until the Develope has educed the defeed development fee to 50% and theeafte 100% to the Village to educe the TIF funds fom the balance of the Distict. 8. Guaantees and Contols: Subject to detailed eview of the equied guaantees and the escow ageement, the Village maybe willing to "piggyback" on equied IHDA pocedues and. guaantees so long as the Village's inteests ae potected (in the judgment of the Village and its legal counsel). This could include::

49 A. Funding Village UpFont TIF into Escow {subject to an escow ageement that ensues compliance with TIF law egading TIF eligible expenses and eimbusement) B. Full Funding/Funding In Balance at All Times C. Completion and Leaseup Guaantees pe IHDA Requiements, including Constuction P&P Bond/LOC: Eithe P&P Bond equal to 100% of the constuction contact OR a LOC fo a minimum 25% of the constuction contact will be equied. Woking Capital LOC(WC/LOC): Should equal 3% of constuction contact. Must be in place at closing and extend 12 months afte Final Closing. The WCJLOC povides additional secuity duing constuction and then is in place fo 12months afte Final Closing to cove any latent defects and issues that come up postconstuction. Tems fo eleasing LOCs: The Constuction LOC o P&P Bond can be eleased once all poject constuction and punch list items ae completed. The WC/LOC will be elinquished one yea afte Final Closing. Guaanto Requiements: A guaanty of completion and payment will need to be signed by the loan guaanto, the managing membe, and any additional guaantos. Essex copoation the guaanto fo this poject. 9. Opeating Covenants: Pending complete eview, the Village will piggyback the 30 yea IHDA covenants on low income housing and the pepetual covenant in the lease with the pio land owne equiing the site to be used fo senio housing. 10. Back End Povisions: The Village is continuing to eview the posttax cedit peiod financial stuctue of the poject and potential longe tem etuns to the Develope. This will include eview of efinance povisions of bond debt, etc. Additional tems and conditions may be fothcoming as that eview poceeds

50 EXHIBIT C VIllAGE OF MORTON GROVE LEIIlGH FERRIS TIF ANNUAL REPORT FOR YEAR 2013

51 ~ Sikich W. Oiel1I Road. Suite 400 Napeville. Illinois II Cetified Public Accountants & Advisos Membes of Ameican Institute of Cetified Public Accountants REPORT OF INDEPENDENT ACCOUNTANT'S ON COMPLIANCE The Honoable Pesident Membes of the Boad of Tustees Village of Moton Gove, Illinois We have examined management's assetion, included in its epesentation lette dated May 30, 2014 that the Village of Moton Gove, Illinois (the Village) complied with the povisions of subsection ( q) of Section of the Illinois Tax Incement Redevelopment Allocation Act (Illinois Public Act ) duing the yea ended Decembe 3 I, Management is esponsible fo the Village's assetion and fo compliance with those equiements. Ou esponsibility is to expess an opinion on management's assetion about the Village compliance based on ou examination. Ou examination was conducted in accodance with attestation standads established by the Ameican Institute of Cetified Public Accountants and, accodingly, included examining, on a test basis, evidence about the Village's compliance with those equiements and pefonning such othe pocedues as we consideed necessay in the cicwnstances. We believe that ou examination povides a easonable basis fo ou opinion. Ou examination does not povide a legal detemination on the Village's compliance with statutoy equiements. In ou opinion, management's assetion that the Village of Moton Gove, Illinois complied with the afoementioned equiements fo the yea ended Decembe 31, 2013 is faily stated, in all mateial espects. This epot is intended solely fo the infomation and use of the Village Pesident, the Boad of Tustees and management of the Village, the Illinois State Comptolle's Office and the joint eview boads. Accodingly, this communication is not suitable fo any othe pupose. Napeville, Illinois May 30,

52

53 VILLAGE OF MORTON GROVE, ILLINOIS BALANCE SHEET GOVERNMENT AL FUNDS Decembe 31, 2013 Lehigh/Feis Waukegan Geneal TIF Road TIF Debt Capital Sevice Pojects Nonmajo Total Cash and cash equivalents Investments Receivables Popety taxes Sales tax State income tax Accounts and allotments Due fom othe govenments Due fom othe funds Loan to develope Advances to othe funds IRMA excess suplus eseve IPBC teminal eseve Land held fo esale TOTAL ASSETS ASSETS $ 1,299,649 $ 1,435,488 $ 747, ,400 8,933,048 1,995 1,559 1,344, ,098 1,075,536 8,600 1,150,068 1,700,000 1,506,190 44, , ,553 9,572,675 $ 17,690,744 $ ,922 $ $ $ 1, 113,735 $ 1,315,122 $ 5,163, ,587 94,619 1,759,354 1,001,447 51,499 9,989, ,500 6,250 94,656 1,593, , , ,033 1,660,986 8,600 1,150,068 1,700,000 1,550, , ,553 9,572,675 $ $ 1, $ $

54 Lehigh/Feis Waukegan Debt Geneal TIF Ro:td TIF Sevice Capital Pojects Nonm:tjo Total LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES LIABILITIES Accounts payable and etainage payable Accued salaies and wages Othe payables Uneaned evenue Deposits efundable Due to othe funds Due to fiduciay funds Advances fom othe funds $ 450,282 $ 9,198 $ $ 449,225 60, , , ,401 2,117 1,428, ,115 $ 236,978 $ 379,832 $ 1,076, ,225 60,852 46, , , ,552 1,150,068 2, ,624 1,550,554 Total liabilities 1,535,555 9,198 1,768, , , ,008 4,908,809 DEFERRED INFLOWS OF RESOURCES Unavailable evenue popety taxes 8,889, ,868 51,243 9,937,042 Total defeed inflows of esouces 8,889, ,868 51,243 9,937,042 Total liabilities and defeed inflows of esouces 10,425,486 9,198 1, ,402, , ,008 14,845,851 FUND BALANCES (DEFICIT) Nonspendable Advance to othe funds Resticted fo Public safety Capital impovements unspent bond poceeds Community development Highways and steets Unesticted Committed fo commute impovements Unassigned 1,506,190 14,559 13,493,724. 5,744,509 (1,766,772) (85,449) 1,506, , ,734 1,078,056 1,078,056 13,493, , , , ,648 (298,328) 3,593,960 Total fund balances (deficit) 7,265,258 13,493,724 (1,766,772) (85,449) 1,078, ,422 20,928,239 TOT AL LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES $ 17,690,744 $ 13,502,922 $ 1,559 $ 1,317,534 $ 1,412,901 $ 1,848,430 $ 35,774,090 See accompanying notes to financial statements. 9

55 VILLAGE OF MORTON GROVE, ILLINOIS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS Fo the Yea Ended Decembe 3 l, 2013 Geneal Lehigh/Feis TIF Waukegan RoadTIF REVENUES Taxes $ 20,347,439 Licenses and pemits 1,498,507 Integovenmental 222,075 Suchages Chages fo sevices 787,420 Fines 835,461 Investment income 2,467 Cable TV fanchise fees 322,822 Miscellaneous 264,904 Total evenues 24,281,095 EXPENDITURES Cuent Geneal govenment 2,983,917 Public safety 16,331,849 Steets and sidewalks 2,445,0l 7 Vehicle maintenance 846,686 Health and human sevices 284,289 Community development 143,571 Building and inspectional sevices 858,707 Debt sevice Pincipal etiement Inteest and fiscal chages Capital outlay Capital pojects Total expenditues 23,894,036 EXCESS (DEFICIENCY) OF REVENUES OVER EXPENDITURES 387,059 OTHER FINANCING SOURCES (USES) Tansfes in 260,000 Tansfes (out) (300,000) Issuance of installment note Poceeds fom sale of capital assets 50,400 Total othe financing souces (uses) 10,400 NET CHANGE IN FUND BALANCES 397,459 FUND BALANCES (DEFICil), JANUARY 1 6,867,799 FUND BALANCES (DEFICIT), DECEMBER 31 $ 7,265,258 $ 2,299,951 $ 474,862 4, ,304, , ,120 1, , , , ,900 24, , ,349 1,357,975 (376,469} (260,000) (260,000) 1,097,975 (376,469) 12,395,749 ~l,390,303} $ 13,493,724 $ (1,766,772) 11

56 VILLAGE OF MORTON GROVE, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL LEHIGH/FERRIS TAX INCREMENT FINANCING FUND Fo the Yea Ended Decembe 31, 2013 Oiginal and Final Budget REVENUES Popety tuces $ 2,900,000 Investment income 5,000 Miscellaneous Total evenues 2,905,000 EXPENDITURES Cuent Community development Pesonal sevices 51,300 Commodities 1,425 Contactual sevices 75,800 Debt sevice Pincipal etiement 490,000 Inteest and fiscal chages 306,200 Capital outlay 1,675,000 Total expenditues 2,599,725 EXCESS (DEFICIENCY) OF REVENUES OVER EXPENDITURES 305,275 OTHER FINANCING SOURCES (USES) Tansfe (out) (260,000) Poceeds fom sale of capital assets 2,000,000 Total othe financing souces (uses) 1,740,000 NET CHANGE IN FUND BALANCE $ 2,045,275 FUND BALANCE, JANUARY 1 FUND BALANCE, DECEMBER 31 Actual $ 2,299,951 4,126 2,304,077 49, , , ,628 24, ,102 1,357,975 (260,000) (260,000) 1,097,975 12,395,749 $ 13,493,724 (See independent audito's epot.) 65

57 VILLAGE OF MORTON GROVE, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL WA UK.EGAN ROAD TAX INCREMENT FINANCING FUND Fo the Yea Ended Decembe 31, 2013 Oiginal and Final Budget Actual REVENUES Popety taxes $ 815,000 Investment income 750 Total evenues 815,750 $ 474, ,880 EXPENDITURES Cuent Community development Pofessional sevices 25,000. Commodities 900,000 Debt sevice Pincipal 668,834 Inteest and fiscal chages 180,900 Capital outlay 350,000 Total expenditues 2,124,734 1, , , ,349 EXCESS (DEFICIENCY) OF REVENUES OVER EXPENDITURES (1,308,984) (376,469) OTHER FINANCING SOURCES (USES) Tansfe ( out) (40,000) Total othe financing souces (uses) (40,000) NET CHANGE IN FUND BALANCE $ (1,348,984) (376,469) FUND BALANCE (DEFICIT), JANUARY 1 FUND BALANCE (DEFICIT), DECEMBER 31 $ (1,390,303) (1,766,772) (See independent audito's epot.) 66