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Home My WebLink About2019-08-12 AgendaMORT6N f GROVE Incredibly Close - Amazingly Open VILLAGE BOARD OF TRUSTEES REGULAR MEETING NOTICE/AGENDA TO BE HELD AT THE RICHARD T. FLICKINGER MUNICIPAL CENTER SCANLON CONFERENCE ROOM August 12, 2019 6:00 pm (The hour between 6:00 and 7.:00 pm is set aside for Executive Session per 1-5-7A of the Village of Morton Grove Municipal Code. 1f the Agenda does not include an Executive Session, the meeting will begin at 7:00 pm.) I. Call to Order 2. Pledge of Allegiance 3. Executive Session THE BALANCE OF THE MEETING SHALL COMMENCE AT 7:00 PM IN THE COUNCIL CHAMBERS OF THE RICHARD T. FLICKINGER MUNICIPAL CENTER 4. Reconvene Meeting 5. Pledge of Allegiance 6. Roll Call 7. Approval of Minutes - Regular Meeting — July 22, 2019 8. Special Reports 9. Public Hearings 10. Residents' Comments (agenda items only) 11. President's Report —Administration, Comprehensive Plan, Council of Mayors, Northwest Municipal Conference, Strategic Plan Committee a. Request Confirmation of Appointment — Michael M. Mohr as a New Plan Commission/Zoning Board of Appeals Commissioner 12. Clerk's Report — Condominium Association, Strategic Plan Committee 13. Staff Reports a. Village Administrator 1) Ordinance 19-11 (Introduced August 12, 2019) (First Reading) Providing for the Issuance of a Junior Lien Tax Increment Revenue Note (Sawmill Station Redevelopment Project), Series 2019, and Pledging Certain Incremental Property and Sales Tax Revenues to the Payment Thereof, and Amending Ordinance 19-09 2) Miscellaneous Reports and Updates Corporation Counsel 14. Reports by Trustees a. Trustee Grear — Police Department, Police Pension Bd, Police Facility Committee, Plan Commission/Zoning Board, Lehigh/Ferris TIF, Special Events Commission (Trustee Minx) b. Trustee Minx — Finance Department, Finance Advisory Commission, Appearance Commission, Capital Projects, Natural Resource Commission, Waukegan Road TIF (Trustee Grear) c. Trustee Ramos — Environmental Health, IT Legal Department, Traffic Safety Commission, Emergency Management Agency (Trustee Travis) 1) Resolution 19-31 (Introduced August 12, 2019) Authorizing the Annual Veterans Day Parade d. Trustee Thill —Advisory Commission on Aging, Family and Senior Services Department, SWANCC, Building Department, Chamber of Commerce, Water Commission (Trustee Witko) e. Trustee Travis — Community Relations Commission, Fire Department, Fire Pension Board, RED Center, Fire and Police Commission, NIPSTA (Trustee Ramos) f. Trustee Witko — Farmers' Market, Public Works Department, Community and Economic Development Department, Economic Development Commission, Dempster Street Corridor Plan, Sawmill Station TIF(Trustee Thill) 1) Resolution 19-32 (Introduced August 12, 2019) Authorizing the Extension of a Contract with Hayes Mechanical for the Maintenance of Heating and Air Conditioning Equipment 14. Reports by Trustees (continued) f. Trustee Witko (continued) 2) Resolution 19-33 (Introduced August 12, 2019) Authorizing the Execution of a Contract with Hoerr Construction, Inc. for the 2019 Sewer Lining Program 3) Resolution 19-34 (Introduced August 12, 2019) Authorizing the Execution of a Contract with Midwesco Mechanical & Energy, LLC, to Replace Five Rooftop Units and Thermostat Controls at the American Legion Memorial Civic Center 15. Other Business 16. Presentation of Warrants - $1,151,125.05 17. Residents' Comments 18. Executive Session — Personnel Matters, Labor Negotiations, Pending Litigation, and Real Estate 19. Adjournment - To ensure full accessibility and equal participation for all interested citizens, individuals with disabilities who plan to attend and who require certain accommodations in order to observe and/or participate in this meeting, or who have questions regarding the accessibility of these facilities, are requested to contact Susan or Jake (847/470-5220) promptly to allow the Village to make reasonable accommodations. MINUTES OF A REGULAR MEETING OF THE PRESIDENT AND THE BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE COOK COUNTY, ILLINOIS, HELD AT THE ICHARD T. FLICKINGER MUNICIPAL CENTER JULY 22, 2019 CALL TO ORDER I — Village President Dan DiMaria convened the Regular Meeting of the Village Board at 7:00 p.m. in V. the Council Chambers of Village Hall and led the assemblage in the Pledge of Allegiance. VI. Village Clerk Eileen Harford called the roll. Present were: Trustees Bill Grear, Rita Minx, Ed Ramos, John Thill, Connie Travis, and Janine Witko. VII APPROVAL OF MINUTES 1. Trustee Minx moved to accept the Minutes of the Regular Board Meeting of July 8, 2019 as presented, seconded by Trustee Ramos. Motion passed unanimously via voice vote. VIII. SPECIAL REPORTS 1. Swearing In Ceremony for New Police Officer Jake Finn a. Mayor DiMaria welcomed Fire and Police Commission Chairperson Mike Simkins. Mr. Simkins invited Police Chief Mike Simo, Mayor DiMaria, and Trustee -liaison Grear to the podium for the swearing-in of Jake Finn. Officer Finn was accompanied by members of his family, including his parents, grandmother, sister, aunts, an uncle, and nieces and nephews. b. Mr. Simkins provided some background about Officer Finn, who began his employment with the Village on June 19, and started his training at the Suburban Law Enforcement Police Academy on June 24. Jake was raised in Arlington Heights and graduated from Rolling Meadows High School in 2013. He attended Olivet Nazarene University and graduated in 2017 with a Bachelor's Degree in Business. Jake's ambition since high school has been to become a police officer. He is single and enjoys in participating in a variety of sports, working on cars, and spending time with his family and friends. c. After Officer Finn took his oath, his mother pinned on his badge and the assemblage warmly congratulated him. 2. Farewell to Plan Commission/Zoning Board of Appeals Commissioner Ron Farkas a. Mayor DiMaria stayed at the podium, telling the assemblage, "Tonight we're saying farewell to a man who has served his community very well." He welcomed Ron Farkas, as well as Plan Com- missioners Steve Blonz and Chris Kintner, and recognized former Village Clerk Marilyn Sneider and former Village Trustee Don Sneider as well. Wlinutesof July 22, 2019 Board Meeting' VIII. SPECIAL REPORTS (continued) b. He told Mr. Farkas that the Village today is in better shape for his service, and provided a short version of Mr. Farkas' extensive background. Mr. Farkas has been a resident of Morton Grove since 1970 and joined the Plan Commission/Zoning Board of Appeals 17 years ago. From 2004 to 2016, he served as the Chairman of that Commission and did a stellar job. Mayor DiMaria said that the projects that came before the Plan Commission while Mr. Farkas served on it helped set the Village on its current successful path, adding that Mr. Farkas will be sorely missed. Mayor DiMaria then presented Mr. Farkas with several commemorative items. c. Mr. Farkas thanked everyone for this wonderful recognition, commenting, "Maybe I've done a few things right." He said it was a great decision to move to Morton Grove. "It was a great town then and it's even better now, thanks to this dedicated Village Board and Village staff." He said he was very happy he was able to "give something back" to the town. IX. PUBLIC HEARINGS NONE X. RESIDENTS' COMMENTS (Agenda Items Only) NONE XI. PRESIDENT'S REPORT 1. Mayor DiMaria said that activities are underway for the Dempster Street Resurfacing project. The Illinois Department of Transportation's contractor, Plote Construction, Inc., began work last week. The current work is limited to saw -cutting the curb and sidewalk to be replaced between Waukegan and Central. Concrete removal between Waukegan and Austin will begin in the coming week. 2. The Dempster Street resurfacing from Waukegan Road to Central Avenue will be completed during the 2019 construction season. The section to the east, in Skokie, will be completed in 2020. Repaving of the ramps on the Edens expressway will also occur, but that schedule has yet to be determined. 3. Mayor DiMaria announced that National Night Out would be on August 6 at the Civic Center from 5:30 p.m. to 8:30 p.m. This will be the fifth time the Police Department hosts this annual event. There is no charge for this event—costs are defrayed from the generous donations of local businesses, organizations, and residents. National Night Out will feature a live band, face painters, a balloon sculptor, caricaturists, pony rides, a climbing wall, and a bouncy house. Food will be offered, including tacos, hot dogs, ice cream, and for the first time, snow cones. He encouraged everyone to come out and support the MG Police Department at this wonderful event on Tuesday, August 6. 4. Mayor DiMaria said there will be a Family Peace Fest on Saturday, August 24, at the Civic Center from noon to 1:00 p.m. He urged people to come out to celebrate the beauty and diversity of the Morton Grove community. 2 XII. XIII. CLERK'S REPORT Clerk Harford had no report this evening. STAFF REPORTS Minutes of.9uly 22 2019 Board' Meeting A. Village Administrator: Mr. Czerwinski said he was pleased to announce that the Village has received notice from the Chicago Metropolitan Agency for Planning that the Oakton Street Path Project is being recommended for federal funding in the amount of $1.76 million dollars. The Oakton Street Path Project is a multi -jurisdictional effort between Morton Grove, Niles, and Skokie and affects Oak - ton Street from Niles West in Skokie to Caldwell Avenue in Niles. The entire project is estimated to cost $2.36 million; therefore, other funding sources are also being pursued. But this is great news! The project did receive Cook County funding for the design engineering, and another ap- plication will be made to the County for funding for construction support. Mr. Czerwinski praised Public Works Director Joe Dahm and Village Engineer Chris Tomich for their proactive leadership on this project, stating that "this is a testament to our collaboration with other communities." B. Corporation Counsel: Corporation Counsel Liston had no report. XIV. TRUSTEES' REPORTS A. Trustee Grear: 1. Trustee Grear Ordinance 19-10, Approving a Preliminary Plat of Subdivision Located at 6729 and 6733 Beckwith Road, Morton Grove, Illinois 60053. This is the second reading of this Ordinance. Trustee Grear explained that the Applicant, Zubair Patel, has filed a Subdivision Application to create four new conforming lots and one non -conforming lot from four existing parcels of record for the property commonly known as 6729 and 6733 Beckwith Road. The four conforming lots will be improved with single family residences, one of which serve as the Applicant's home residence, while the fifth (non -conforming) lot will serve as a stormwater management area to be retained under joint ownership through a homeowners association. The application was reviewed by the Traffic Safety Commission Chairman, who determined that since the proposed traffic pattern will not be significantly different, there was no need for the case to be reviewed by the Commission. The Appearance Commission reviewed the case and voted to approve the request for an Appearance Certificate for the planned single family residence on Lot 4 (the Applicants home residence). a. b. c. 3 IVIinutes of July22 2019 Board Meeting XIV, A. Trustee Grear: (continued) d. The Plan Commission voted unanimously to recommend approval of the Preliminary Plat of Subdivision, with the condition that the future development of Lot 1, Lot 2, and Lot 3 must present a landscaping and tree preservation plan and request an Appearance Certificate before the Appearance Commission prior to the issuance of any building permit. TRUSTEES' REPORTS (continued) Trustee Grear moved, seconded by Trustee Minx, to adopt Ordinance 19-10. Motion passed: 6 ayes, 0 nays. Tr. Grear nav Tr. Minx kya Tr. Ramos Tr. Thill aye Tr. Travis pig Tr. Witko aye 2. Trustee Grear noted that he and some of his colleagues had attended a block party over the weekend held by the residents of the 9100 block of Birch Avenue. He thanked them for their hospitality and congratulated them on having held this block party annually for over 60 years! B. Trustee Minx: Trustee Minx had no report this evening. C. Trustee Ramos: Trustee Ramos had no report this evening. D. Trustee Thill: Trustee Thill had no report this evening. E. Trustee Travis: Trustee Travis reminded the assemblage about the Community Relations Commission's Summer Photo Contest, themed "Playing in Morton Grove." The contest is going on now through September 30, 2109. She encouraged everyone to submit up to five photos, either online or at Village Hall. F. Trustee Witko: Trustee Witko had no report this evening. 4 Minutes of July 22 2019 Board Meeting XV. XVI. OTHER BUSINESS NONE WARRANTS Trustee Minx presented the Warrant Register for July 22, 2019 in the amount of $401,648.98. She moved that the Warrants be approved as presented, seconded by Trustee Witko. Motion passed: 6 ayes, 0 nays. Tr. Grear Tr. Thill gn Tr. Minx Tr. Travis Tr. Ramos Tr. Witko XVII. RESIDENTS' COMMENTS NONE XVIII. ADJOURNMENT There being no further business before the Board, Trustee Minx moved to adjourn the meeting, seconded by Trustee Travis. Motion passed: 6 ayes, 0 nays. Tr. Grear Tr. ThiII gya Tr. Minx Tr. Travis The meeting adjourned at 7:20 p.m. Att Tr. Ramos Rya Tr. Witko aye 5 PASSED this 12th day of August, 2019. Trustee Grear Trustee Minx Trustee Ramos Trustee Thill Trustee Travis Trustee Witko APPROVED by me this 12th day of August, 2019. Daniel P. DiMaria, Village President Board of Trustees, Morton Grove, Illinois APPROVED and FILED in my office this 13rd day of August, 2019. Eileen Scanlon Harford, Village Clerk Village of Morton Grove, Cook County, Illinois Minutes by: Teresa Couser 6 Legislative Summary Ordinance 19-11 PROVIDING FOR THE ISSUANCE OF A JUNIOR LIEN TAX INCREMENT REVENUE NOTE (SAWMILL STATION REDEVELOPMENT PROJECT), SERIES 2019, AND PLEDGING CERTAIN INCREMENTAL PROPERTY AND SALES TAX REVENUES TO THE PAYMENT THEREOF, AND AMENDING ORDINANCE 19-09 Introduced: Purpose: Background: Programs, Departs or Groups Affected Fiscal Impact: Source of Funds: Workload Impact: Admin Recommend: Second Reading: Special Consider or Requirements: August 12, 2019 To authorize the Village to issue a Junior Lien Tax Increment Revenue Note to the Developer of the Sawmill Station Shopping Center ("Developer Note") as required by the Redevelopment Agreement approved pursuant to Resolution 19-29, and amend Ordinance 19-09 (the Revenue Bond Ordinance) to add certain definitions and terms consistent with this ordinance. IM Kensington MG LLC, a Delaware limited liability company (hereinafter "the Developer") has purchased and proposes to redevelop the approximately 26 -acre commercial center formerly known as the Prairie View Shopping Center ("the Development") but only if the Village provides certain financial assistance. In order to support the Development, the Village established the Sawmill Station TIF District and approved a Redevelopment Agreement with the Developer ("RDA"). Pursuant to the RDA, the Village will reimburse the Developer for certain infrastructure, planning and other qualified costs Village reimbursement payments will be provided from the net proceeds of TIF Revenue bonds authorized by Ordinance 19-09 and pursuant to a Developer Note to be issued pursuant to this ordinance, The amount of the Developer Note shall equal $21,800,000 less the net proceeds received from the sale of the TIF Revenue Bonds. The Developer Note will bear interest at the rate of 6.5% and will be paid from new property tax and sales tax revenue generated by the Shopping Center and not from the general revenue of the Village. This ordinance will authorize the issuance of the Developer Note and will amend Ordinance 19-09 to define certain terms consistent with this Ordinance 19-11 and to create a School Subaccount and Program Expense Subaccount to provide for payment due to schools within the 111, District as required by the TIF Act. Administration, Legal, and Finance Departments The Developer Note will be paid by the new property taxes and a portion of the new sales taxes N/A The Village Administrator, Corporation Counsel, and Finance Director will take all steps necessary to implement this Ordinance as part of their normal workload Approval as presented. Required — August 26, 2019 None Respectfully submitted:, C Reviewed by: Ralph'E. Czerwinski, age Administrator Hanna Sullivan, Finance Director Prepared by: Teresa Hoffman Lis on oration Counsel EXTRACT OF MINUTES of a regular public meeting of the President and Board of Trustees of the Village of Morton Grove, Cook County, Illinois, held at the Village Hall, Morton Grove, Illinois, in said Village at 7:00 o'clock p.m. on the 26th day of August 2019. The President called the meeting to order and directed the Village Clerk to call the roll. Upon the roll being called, the President and the following Trustees answered physically present at said location: The following Trustees were allowed by a majority of the Trustees in accordance with and to the extent allowed by rules adopted by the President and Board of Trustees to attend the meeting by video or audio conference: • No Trustee was not permitted to attend the meeting by video or audio conference. The following Trustees were absent and did not participate in the meeting in any manner or to any extent whatsoever: The following were absent: The President and Board of Trustees then discussed the Village's ongoing redevelopment project for its Sawmill Station Redevelopment Project Area and considered an ordinance providing for the issuance of a Junior Lien Tax Increment Revenue Note, Series 2019 (Sawmill Station Redevelopment Project), of the Village. Thereupon, Trustee presented and explained in full the following ordinance, which was before the President and Board of Trustees and made available to any person requesting one in words and figures as follows: SMRH:4820-3914-5625.1 ORDINANCE 19-11 AN ORDINANCE of the Village of Morton Grove, Cook County, Illinois, providing for the issuance of a Junior Lien Tax Increment Revenue Note (Sawmill Station Redevelopment Project), Series 2019, and pledging certain incremental property and sales tax revenues to the payment thereof. WHEREAS, by proceedings spread in full upon the records of the Village of Morton Grove, Cook County, Illinois (the "Village"), pursuant to the provisions of the Tax Increment Allocation Redevelopment Act, as supplemented and amended (the "TIF Act"), and particularly as supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus Bond Acts, and as further supplemented and, where necessary, superseded, by Section 6 of Article VII of the 1970 Constitution of the State of Illinois (collectively, the "Act"), the President and Board of Trustees of the Village (the "Corporate Authorities") have heretofore determined, and do hereby determine, as follows: A. On the 8th day of July 2019, the Corporate Authorities adopted (A) Ordinance No. 19-06, approving a redevelopment plan (the "Redevelopment Plan") and project (the "Redevelopment Project") for the Sawmill Station Redevelopment Project Area (as legally described in EXHIBIT A attached hereto, the "Redevelopment Project Area"), (B) Ordinance No. 19-07, designating the Redevelopment Project Area, and (C) Ordinance No. 19-08, adopting tax increment allocation financing for the Redevelopment Project Area • and creating a special tax allocation fund therefor (the "Special Tax Allocation Fund") (collectively, the "TIF Ordinances"). B. On the 8th day of July 2019, the Corporate Authorities adopted Resolution Number 19-29, authorizing the execution of that certain Redevelopment Agreement (the "Redevelopment Agreement") between the Village and IM Kensington MG, LLC, a Delaware limited liability company (the "Developer"). C. Pursuant to the Redevelopment Agreement, the Developer has agreed to assemble real property or rights therein on a site within the Redevelopment Project Area (as legally described on EXHIBIT A-1 (Legal Description of the Property) attached hereto, the "Total Property"), and to construct on a portion of the Total Property (as legally described on EXHIBIT A-2 (Legal Description of Retail Parcel) attached hereto, the "First Stage Property") certain retail and commercial improvements (including all electrical, engineering, financial, legal and other related services and expenditures, collectively, the "First Stage TIF Project") and to construct on a portion of the Total Property (as legally described on EXHIBIT A-3 (Legal Description of Residential Property) attached hereto, the "Second Stage Property") certain residential improvements (including all electrical, engineering, financial, legal and other related SMRH:4820-3914-5625. ] -1- services and expenditures, collectively, the "Second Stage TIF Project" and, together with the First Stage TIF Project, the "TIF Project"). D. The Village has agreed to pay or reimburse the Developer for certain costs of the TIF Project and to that end has authorized the issuance of its not to exceed $26,000,000 in aggregate principal amount of one or more series of Senior Lien Tax Increment Revenue Bonds (Sawmill Station Redevelopment Project) (the "Revenue Bonds"), the proceeds of which are to be used to pay or reimburse such costs. The Village has further agreed to pay or reimburse the Developer for certain costs of the TIF Project remaining unpaid or unreimbursed following the application thereto of the proceeds of said bonds (such costs being the "2019 Capital Costs"), E. Pursuant to Ordinance Number 19-09, adopted by the Corporate Authorities on the 8th day of July, 2019, the Village has authorized the execution of an Indenture of Trust (the "Indenture"), by and between the Village and Amalgamated Bank of Chicago, Chicago, Illinois, as trustee (the "Trustee"), in order to provide for the security of said Note. F. The Indenture contemplates the creation of a "Junior Lien Note and Interest Subaccount" within the "2019 Redevelopment Projects Account" of the Special Tax Allocation Fund and further contemplates the creation of a "Limited Incremental Sales Tax Fund" to be held by the Trustee as a separate and segregated account of the Village. G. The Village has heretofore determined that it is advisable and necessary and in the best interests of the Village that the 2019 Capital Costs now be paid or reimbursed, and, to that effect, the Village wishes to provide in this Ordinance for (i) the issuance of the hereinafter defined Note, (ii) the continuation and operation of the Special Tax Allocation Fund and the Junior Lien Note and Interest Subaccount thereof as created under the Indenture, and (iii) the continuation and operation of the Limited Incremental Sales Tax Fund as created under the Indenture. H. All of the costs of the redevelopment project to be financed with the proceeds of the Note constitute eligible "redevelopment project costs" under the TIF Act and have been approved by the Corporate Authorities in the Redevelopment Plan. I. The Village has insufficient cash on hand and lawfully available to pay or reimburse the costs of the 2019 Capital Costs and does hereby determine that it is necessary and advisable at this time to issue a series of junior lien tax increment allocation revenue notes of the Village in the aggregate principal amount of not to exceed the Maximum Principal Amount (as defined below) to pay the same. WHEREAS, the Corporate Authorities hereby determine that it is advisable to provide for the issuance of the Note secured, in the priority of lien and as otherwise hereinafter provided, by the hereinafter defined Pledged Taxes; and WHEREAS, the Bonds will constitute a Series of Junior Lien Notes and this Ordinance will constitute a Junior Lien Note Ordinance under the Indenture: SMRH:4820-3914-5625.1 -2- NOW, THEREFORE, Be It and It Hereby is Ordained by the President and Board of Trustees of the Village of Morton Grove, Cook County, Illinois, in the exercise of its home rule powers, as follows: Section 1. Definitions. The following words and terms used in this Ordinance shall have the following meanings unless the context or use clearly indicates another or different meaning is intended. Words and terms used in this Ordinance but not defined herein shall have the meanings set forth in the Indenture. A. The following words and terms are as defined in the preambles hereto. Act 2019 Capital Costs Corporate Authorities Developer First Stage Property First Stage TIF Project Indenture Original TIF Ordinances Property Redevelopment Agreement Redevelopment Plan Redevelopment Project Redevelopment Project Area Revenue Bonds Second Stage Property Second Stage TIF Project Special Tax Allocation Fund TIF Act TIF Project Total Property Trustee Village B. The following words and terms are defined as set forth. "Additional Notes" means any Junior Lien Notes issued in the future on a parity with and sharing ratably and equally in the Pledged Taxes with the Note. "Advances for Value" means the principal advanced from time to time in even multiples of $1,000 under the Note to pay Certified TIF Costs not paid with Initial Revenue Bonds Net Proceeds as noted on such Note by the Village in the form of "Advances for Value" thereon, which advances shall not exceed in the aggregate the Maximum Principal Amount. 5 MRH:4820-3914-5625.1 -3- "Aggregate Remainder" means, on any Accounting, the sum of the Net Limited Incremental Property Taxes and the Net Limited Incremental Sales Taxes. "Baseline Taxes" means $56,000.00 for each of the last 2 calendar quarters of 2019; $57,680.00 for each 2020 calendar quarter; $59,410.00 for each 2021 calendar quarter and increasing 3% each year thereafter. "Bond Counsel" means Sheppard, Mullin, Richter & Hampton LLP, Chicago, Illinois. "Bond Fund" means the Junior Lien Principal and Interest Subaccount of the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund established under the Indenture. "Bond Order" means the written bond order and notification of sale signed by any Designated Officer and setting forth certain details of the Note as hereinafter provided. "Code" means the Internal Revenue Code of 1986, as amended. "Current Debt Service Requirement" means, for any Bond Year, the aggregate Interest Requirement and Principal Requirement for the Note. For any Bond Year the Principal Requirement shall expressly include the amount of principal determined by the Trustee as provided in Section 4(a) of this Ordinance to be subject to mandatory redemption. "Current Interest" means interest when due. "Debt Service Reserve Requirement" means $-0-. "Deferred Accrued Interest" means accrued interest recorded by the Trustee as deferred and unpaid. "Designated Officers" means the President, Village Clerk, Administrator, Treasurer, Manager or Finance Director of the Village, or any two of them acting together, and successors or assigns. "Eligible Store" means each commercial establishment located within the Property generating Sales Taxes. "Final Maturity" is defined in Section 3 of this Ordinance. "Final Report" means the final report prepared by the Village's independent financial consultant confirming that the Pledged Taxes are reasonably estimated to be sufficient to pay all principal of and interest on the Note in the maximum principal amount of Maximum Principal Amount, plus interest at a rate percent per annum which is six and one half percent (6.50%) whether at Stated Maturity, by mandatory redemption or otherwise. SMRH:4820-3914-5625.1 -4- "Fiscal Year" means the 12 -calendar month period chosen by the Village as its Fiscal Year. "Grocery Store Holdback" means (i) until the Grocery Store Substantial Completion, $1,000,000 and (ii) on and after the Grocery Store Substantial Completion, $0; provided, however, that if the Grocery Store Substantial Completion does not occur prior to March 1, 2023 (as such date may be extended by Uncontrollable Circumstances as defined in the Redevelopment Agreement), the Grocery Store Holdback shall permanently remain at $1,000,000. "Grocery Store Substantial Completion" has the meaning given such term in the Redevelopment Agreement. "Home Rule Sales Taxes" means tax revenues generated by retail sales through the imposition of the Village's 1.25% home rule municipal retailers' occupation tax (pursuant to 65 ILCS 5/8-11-1) or the Village's 1.25% home rule municipal service occupation tax (pursuant to 65 ILCS 5/8-11-5) or any tax in substitution therefor. This does not include food and beverage tax, business district tax, local amusement tax or any other taxes. "Incremental Property Taxes" means the ad valorem taxes, if any, arising from the taxes levied upon taxable real property in the Redevelopment Project Area by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area, which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Redevelopment Project Area over and above the total Initial Equalized Assessed Value of each such piece of property, all as determined by the County Clerk, and as provided in the TIF Act. "Incremental Sales Taxes" means the aggregate distributions by the State to the Village each calendar quarter of Sales Taxes imposed on Eligible Stores within the Property for such calendar quarter over and above the Baseline Taxes for such calendar quarter, or successor taxes thereto. "Independent" when used with respect to any specified person means such person who is in fact independent and is not connected with the Village as an officer, employee, consultant, financial advisor, underwriter or person performing a similar function. Whenever it is herein provided that the opinion or report of any Independent person shall be furnished, such person SMRH:4820-3914-5625.1 -5- shall be appointed by the Village, and such opinion or report shall state that the signer has read this definition and that the signer is Independent within the meaning thereof. "Initial Equalized Assessed Value" means the equalized assessed value of each taxable lot, block, tract or parcel of real property within the Redevelopment Project Area as last equalized or assessed by the Department of Revenue of the State of Illinois for State and County taxes, all as determined by the County Clerk in accordance with the TIF Act. "Initial Revenue Bonds Net Proceeds" has the meaning given such term in the Redevelopment Agreement. "Interest Payment Date" means each January 1 and each Stated Maturity of interest on the Note occurring on or after Retail Substantial Completion. "Interest Requirement" means for any Bond Year the aggregate amount of first, Deferred Accrued Interest then due, and next, the Current Interest on the Note having a Stated Maturity during such Bond Year. "Junior Lien Note and Interest Subaccount" means the Junior Lien Note and Interest Subaccount created in Section 4.05(e) of the Indenture. "Limited Incremental Property Taxes" means an amount of Incremental Property Taxes which is equal to that portion of each distribution of Incremental Property Taxes arising from the Property. "Limited Incremental Sales Tax Fund" means the Limited Incremental Sales Tax Fund created in Section 4.07 of the Indenture. "Limited Incremental Sales Taxes" means fifty percent (50%) of the Incremental Sales Taxes (for clarification, after netting out Baseline Taxes). "Maximum Annual Debt Service" means at any given time of determination an amount equal to the maximum Principal Requirement and Interest Requirement on the Note and any Additional Bonds then outstanding in the then current or in any succeeding Bond Year by reason of Stated Maturities, scheduled mandatory prepayments or by operation of any mandatory sinking fund. "Maximum Principal Amount" means (a) up to $21,800,000 of the aggregate amount of Certified TIF Costs minus the total amount of the Initial Revenue Bonds Net Proceeds, less (b) the Grocery Store Holdback, less (c) the Recapture Amount. SMRH:4820-3914-5625.1 -6- "Municipal Portion" means, collectively, that portion of the Incremental Property Taxes and that portion of the Incremental Sales Taxes not pledged under this Ordinance and the Indenture to the payment of principal of and interest on the Note, to -wit: (i) an amount of Incremental Property Taxes equal to that portion of each distribution of Incremental Property Taxes which is not derived from the Property and (ii) fifty percent (50%) of each distribution of Incremental Sales Taxes. "Net Limited Incremental Property Taxes" means the balance, if any, of the Limited Incremental Property Taxes available to be deposited in and credited to the Junior Lien Note and Interest Subaccount of the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund by the Trustee on each Accounting Date. "Net Limited Incremental Sales Taxes" means the balance, if any, of the Limited Incremental Sales Taxes available to be deposited in and credited to the Junior Lien Note and Interest Subaccount of the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund by the Trustee on each Accounting Date. "Note" or "Series 2019 Junior Lien Note" means the not to exceed Maximum Principal Amount Junior Lien Tax Increment Revenue Note, Series 2019 (Sawmill Station Redevelopment Project), authorized to be issued by this Ordinance. For all purposes of the Indenture, the Note is a Junior Lien Note. "Noteholder" means a registered owner of the Note. "Note Register" means the books of the Village kept by the Trustee, as note registrar, to evidence the registration and transfer of the Note. "Ordinance" means this Ordinance, numbered 19-11 and passed by the Corporate Authorities on the 26th day of August 2019. For all purposes of the Indenture, this Ordinance is a Junior Lien Note Ordinance. "Outstanding Principal Amount" means that amount, not to exceed the Maximum Principal Amount, as provided in this Ordinance, shown as Advances for Value, less payments of principal thereon. "Permitted Investments" means any investment lawful under Illinois law for the investment of Village funds, to be prudently made, and scheduled to mature prior to the time when needed. SMRH;4820-3914-5625.1 -7- "Pledged Taxes" means, collectively, all or any portion of the Net Limited Incremental Property Taxes and all of any portion of the Net Limited Incremental Sales Taxes, all as determined as provided in Section 7 of this Ordinance. "Principal Requirement" means for any Bond Year the aggregate principal amount of the Note having a Stated Maturity during such Bond Year. For any Bond Year the Principal Requirement shall expressly include the amount of principal determined by the Trustee as provided in Section 4(a) of this Ordinance to be subject to mandatory redemption. "Private Business Use" means any use of the TIF Project by any person other than a state or local governmental unit, including as a result of (i) ownership, (ii) actual or beneficial use pursuant to a lease or a management, service, incentive payment, research or output contract or (iii) any other similar arrangement, agreement or understanding, whether written or oral, except for use of the TIF Project on the same basis as the general public. "Property" means until the issuance of the Second Series Bonds pursuant to this Ordinance, the First Stage Property and, on and after the issuance of the Second Series Bonds pursuant to the Indenture, the Total Property. "Recapture Amount" has the meaning given such term in the Redevelopment Agreement. "Record Date" means the fifteenth day of the month preceding any regularly scheduled Interest Payment Date and the fifteenth day prior to any Interest Payment Date caused by a redemption of Bonds on other than a regularly scheduled Interest Payment Date. "Retail Substantial Completion" has the meaning given such term in the Redevelopment Agreement. "2019 Redevelopment Projects Account" means the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund created in Section 4.05 of the Indenture. "Sales Taxes" " means generally applicable sales taxes collected by the State and levied on Eligible Stores pursuant to the Retailers' Occupation Tax Act, as amended, the Service Occupation Tax Act, as amended, the Use Tax Act, as amended and the Service Use Tax Act, as amended and Home Rule Sales Taxes or successor taxes or charges imposed by the State or the Village in lieu thereof or in addition thereto. "Second Series Bonds" means the second series of Senior Lien Tax Increment Revenue Bonds (Sawmill Station Redevelopment Project) of the Village issued pursuant to the Indenture. SMRn:4820-3914-5625.1 -8- "Series 2019 Bonds" means the first series of Senior Lien Tax Increment Revenue Bonds (Sawmill Station Redevelopment Project) of the Village issued pursuant to the Indenture. "Stated Maturity" when used with respect to the Note or any interest thereon means the date specified in the Note as the fixed date on which the principal of the Note or such interest is due and payable, whether by maturity, mandatory redemption, or otherwise. "Tax Year" means the year for which an ad valorem tax levy is made by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area. The 2019 Tax Year shall be that year during which ad valorem taxes levied for the year 2019 (collectible in the year 2020) are extended and collected, and so on. Section 2. Findings. The Corporate Authorities hereby find that the Redevelopment Plan and Project have been approved, the Redevelopment Project Area has been designated, tax increment allocation financing has been adopted, the Special Tax Allocation Fund has been established, the form of Indenture has been approved, the Limited Incremental Sales Tax Fund has been authorized to be established, the form of Redevelopment Agreement has been approved and the Redevelopment Agreement has been executed by the Village, and the Note has been authorized, all in accordance with the provisions of the Act, including therein particularly the TIF Act, and that it is necessary and in the best interests of the Village that the Village cause the construction, acquisition and installation of the TIF Project and issue and deliver the Note to enable the Village to pay or reimburse the 2019 TIF Capital Costs. Section 3. Note Details. There shall be borrowed for and on behalf of the Village the sum of not to exceed the Maximum Principal Amount for the purposes aforesaid; a multiple drawdown note of the Village (the "Note") shall be issued in said amount and shall be designated "Junior Lien Tax Increment Revenue Note (Sawmill Station Redevelopment Project), Series 2019." The Note shall be deemed issued and be dated the date of authentication of such Note. The Note shall evidence Outstanding Principal Amount. The Note shall also bear the date of authentication, shall be in fully registered form, shall bear interest on the Outstanding Principal Amount on and after the date of Retail Substantial Completion at a rate percent per annum which is equal to six and one half percent (6.50%) (computed on the basis of a 360 -day year of twelve 30 -day months), which interest shall be payable in annual installments on January 1 of each year (such dates being "Interest Payment Dates") until paid, commencing on the first January 1 which SMRH:4820-3914-5625.1 -9- occurs following the date of Substantial Retail Completion and on which there are any funds available in and on deposit in the Junior Lien Note and Interest Subaccount and be a term note subject to mandatory redemption prior to maturity as hereinafter provided, with a final installment of principal and interest coming due at Final Maturity. "Final Maturity" means (A) the date on which the Village has made provision for or payment in full of all principal of and interest on the Note, (B) as to any payment on the Note from Net Limited Incremental Property Taxes, the earlier of (i) the date which is twenty (20) years after the Dated Date or (ii) December 31, 2042, or (C) as to any payment on the Note from Net Limited Incremental Sales Taxes, the date which is the last date allowable under the TIF Act. The Outstanding Principal Amount of the Note shall bear interest from the later of the date of Retail Substantial Completion or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of the Note is paid or duly provided for. Interest when due ("Current Interest") shall be paid as hereinafter provided from the Junior Lien Note and Interest Subaccount of the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund, and if funds on deposit therein and to the credit thereof are insufficient for such purpose, such failure to pay shall not in and of itself constitute an event of default, but such interest shall thereupon be recorded by the Trustee as Deferred Accrued Interest ("Deferred Accrued Interest"). Deferred Accrued Interest shall itself bear interest at the same rate as the Note until paid. The order of payment of principal and interest on the Note until Stated Maturity shall be first, Deferred Accrued Interest, second, Current Interest, and third, mandatory redemption of principal as hereinafter set forth. By acceptance of the Note, each Noteholder accepts that there may be Deferred Accrued Interest on the Note and that Current Interest may not have been paid, without any special notation having been made upon the Note itself'. Deferred Accrued Interest shall be payable, prior to Final Maturity, only upon Interest Payment Dates to the Noteholder otherwise entitled to Current Interest on the Interest Payment Date that such Deferred Accrued Interest is paid. Failure to pay when due any installment of Current Interest or any amount of Deferred Accrued Interest or Outstanding Principal Amount due to insufficiency of the Pledged Taxes, whether at Stated Maturity, Final Maturity or otherwise, shall in no event be deemed to be an event of default on the Note. It is hereby expressly provided that in the event that there is an insufficiency of Pledged Taxes to pay any amount of Deferred Accrued Interest, Current Interest SMRH:4820-3914-5625.1 -10- or Outstanding Principal Amount at Final Maturity, any such amount of Deferred Accrued Interest, Current Interest or Outstanding Principal Amount shall be extinguished and shall not be deemed to be owing and unpaid, it being the express intent of the Village that the Note and all obligations arising thereunder shall be fully released upon Final Maturity. Interest on the Note shall be paid by check or draft, payable upon presentation thereof to the Trustee in lawful money of the United States of America, to the persons in whose name the Note is registered at the close of business on the Record Date. Interest on the Note may also be payable by wire transfer to any Noteholder (as of the applicable Record Date) holding an aggregate principal amount of $1,000,000 or more when such Noteholder shall have registered such wire transfer payment by written instructions satisfactory to the Trustee at least 15 days prior to the applicable Record Date. The principal of the Note shall be payable in lawful money of the United States of America upon presentation thereof at the principal office maintained for the purpose by the Trustee, or at successor trustee and locality. If an Interest Payment Date is not a Business Day at the place of payment, then payment may be made at that place on the next Business Day, and no interest shall accrue during the intervening period. The Note shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the Village and shall be signed by the manual or duly authorized facsimile signatures of the President and Village Clerk of the Village, as they shall determine, and in case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. In the event that the Note shall be signed by the duly authorized facsimile signatures of the President and Village Clerk, the Note shall also have thereon a manually signed certificate of authentication substantially in the form hereinafter set forth in EXHIBIT B, duly executed by an authorized signatory of the Trustee as authenticating agent of the Village (but it shall not be necessary that the same signatory sign the certificate of authentication of each Note that may be outstanding hereunder at any one time) and showing the date of authentication, and the Note shall not be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Trustee by manual signature. Such certificate of authentication upon the Note shall be conclusive evidence that the Note has been authenticated and delivered under this Ordinance. SMRH:4820-3914-5625.1 Upon authentication, the Trustee is hereby expressly authorized to deliver any Note issued under this Ordinance to or upon the order of the holder of such Note. Section 4. Mandatory Redemption,; Prepayment. (a) Mandatory Redemption. The Note shall be issued as a tern note and shall be subject to mandatory redemption, by operation of the Junior Lien Note and Interest Subaccount, at a price of par plus accrued interest without premium, on any Interest Payment Date and upon the terms as follows: Whenever as of any Accounting the Trustee shall have determined that the aggregate amount of Pledged Taxes (whether derived from Net Limited Incremental Property Taxes, Net Limited Incremental Sales Taxes, or both, and calculated as hereinafter provided in Section 7 of this Ordinance) is in excess of the amount required to pay the Interest Requirement (all Deferred Accrued Interest and all Current Interest) on the Note, the Trustee shall make provision for the mandatory redemption of the Note to the fullest extent practicable from the Pledged Taxes (whether derived from Net Limited Incremental Property Taxes, Net Limited Incremental Sales Taxes, of both), in amounts not Less than $1,000 of Outstanding Principal Amount. The Note shall be mandatorily redeemed in the amount of not less than $1,000 as aforesaid. The Village covenants that it will cause the Trustee to redeem the Note pursuant to the mandatory redemption required for the Note. Proper provision for mandatory redemption having been made, the Village covenants that the Outstanding Principal Amount thereof to be redeemed shall be payable as at Stated Maturity. (b) Optional Redemption. The Note shall also be subject to redemption at the option of the Village, in whole or in part, on any date, from any lawfully available monies, at a redemption price of par plus accrued interest to the redemption date. (c) Procedures for Redemption. The Note shall be redeemed and notice given pursuant to the procedures as follows: A. Notice to Trustee. For a mandatory redemption, the Trustee, unless otherwise notified by the Village, shall proceed on behalf of the Village as its agent to provide for the mandatory redemption of the Note without any further order or direction hereunder or otherwise. For an optional redemption, the Village shall, at least 15 days prior to the redemption date (unless a shorter time period shall be satisfactory to the SMRH:4820-3914-5625.1 -12- Trustee), notify the Trustee of such redemption date and principal amount of the Note to be redeemed. B. Official Notice of Redemption. Unless waived by the Noteholder, official notice of any such redemption shall be given by the Trustee on behalf of the Village by mailing the redemption notice by first class U.S. mail not less than 5 days and not more than 10 days prior to the date fixed for redemption to each Noteholder at the address shown on the Note Register or at such other address as is furnished in writing by such Noteholder to the Trustee. All official notices of redemption shall include at least the information as follows: ( I ) the redemption date; (2) the redemption price; (3) if less than all of the Outstanding Note 1s to be redeemed, the principal amount of the Note to be redeemed; (4) a statement that on the redemption date the redemption price will become due and payable upon the portion of the Note called for redemption and that interest thereon shall cease to accrue from and after said date; and (5) the place where the Note to be surrendered for payment of the redemption price, which place of payment shall be the principal office maintained for the purpose by the Trustee. C. Conditional Redemption. Unless moneys sufficient to pay the redemption price of the portion of the Note to be redeemed shall have been received by the Trustee prior to the giving of such notice of redemption, such notice may, at the option of the Village, state that said redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the Village shall not redeem such Bonds, and the Trustee shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such portion of the Note will not be redeemed. D. Note Shall Become Due. Subject to the stated condition in paragraph C immediately preceding, official notice of redemption having been given as aforesaid, the portion of the Note so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the SMRH:4820-3914-5625.1 -13- Village shall default in the payment of the redemption price) such portion of the Note shall cease to bear interest. Upon surrender of the Note for redemption in accordance with said notice, said Note shall be paid by the Trustee at the redemption price. The procedure for payment of interest due as part of the redemption price shall be as herein provided for payment of interest otherwise due. E. Insufficiency in Notice Not Affecting Remainder of Note. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular Noteholder, shall affect the sufficiency of such notice with respect to other Noteholders. Notice having been properly given, failure of a Noteholder to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may be waived in writing by a Noteholder entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholder shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. F. New Note in Amount Redeemed. Upon surrender for any partial redemption of the Note, there shall be prepared for the Noteholder a new Note of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of interest in the amount of the unpaid principal. G. Effect of Nonpayment upon Redemption. If any portion of the Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium (if any) shall, until paid or duly provided for, bear interest from the redemption date at the rate borne by the Note. Section 5. Registration of Note; Persons Treated as Owners. The Village shall cause the Note Register to be kept at the principal office maintained for the purpose by the Trustee, which is hereby constituted and appointed the Trustee of the Village. The Village is authorized to prepare, and the Trustee shall keep custody of, multiple Note blanks executed by the Village for use in the transfer and exchange of the Note. The Note may be transferred in whole and not in part. Upon surrender for transfer of the Note, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Trustee and duly executed by, the Noteholder or his attorney duly SMRH:4820-3914-5625.1 -14- authorized in writing, the Village shall execute and the Trustee shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Note of the same maturity for a like aggregate principal amount. The execution by the Village of any fully registered Note shall constitute full and due authorization of such Note and the Trustee shall thereby be authorized to authenticate, date and deliver such Note. The person in whose name the Note shall be registered on the Note Register shall be deemed and regarded as the absolute Owner thereof for all purposes, and payment of the principal of or interest on such Note shall be made only to or upon the order of the Noteholder thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. No Noteholder shall be charged a service charge for any transfer or exchange of the Note, but the Village may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of the Note exchanged in the case of the issuance of a new Note for the outstanding portion of the Note surrendered for redemption. Section 6. Form of Note. The Note shall be in substantially the form attached hereto as EXHIBIT B. Section 7. Security for the Note; Operation of Junior Lien Note and Interest Subaccount; Operation of Limited Incremental Sales Tax Fund; Junior Lien Debt Service Reserve and Redemption Subaccount Not Created; Rebate Fund; Investment Income. A. Pledged Taxes Pledged. For the prompt payment of principal of and interest on the Note when due, the Village hereby pledges the Pledged Taxes in the priority of lien and as otherwise in this Ordinance and the Indenture provided. The Note, together with the interest and premium, if any, thereon is a limited obligation of the Village, payable solely and only from the collection of the Pledged Taxes and the amounts on deposit in and pledged to the various funds and accounts as provided herein and in the Indenture. NO NOTEHOLDER SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE VILLAGE FOR PAYMENT OF PRINCIPAL THEREOF OR INTEREST OR PREMIUM, IF ANY, THEREON. THE NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OR A LOAN OF CREDIT THEREOF WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL LIMITATION. FAILURE TO PAY WHEN DUE ANY INSTALLMENT SMRH:4820-3914-5625.1 _15_ OF CURRENT INTEREST OR ANY AMOUNT OF DEFERRED ACCRUED INTEREST OR OUTSTANDING PRINCIPAL AMOUNT DUE TO INSUFFICIENCY OF THE PLEDGED TAXES, WHETHER AT STATED MATURITY, FINAL MATURITY OR OTHERWISE, SHALL IN NO EVENT BE DEEMED TO BE AN EVENT OF DEFAULT ON THE NOTE. B. Junior Lien Note and Interest Subaccount. The Village covenants and agrees that all Incremental Property Taxes required to be deposited into the Special Tax Allocation Fund shall be deposited into the Special Tax Allocation Fund as provided in the Indenture. As further provided in the Indenture, the Note is secured by a pledge of all of the moneys on deposit in the Junior Lien Note and Interest Subaccount of the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund, but only in the priorities specified in the Indenture and the amounts specified in this Ordinance and subject to the limitations contained herein and therein, and such pledge is irrevocable until the obligations of the Village are discharged under this Ordinance and the Indenture. The Note is secured by all or any portion of the Net Limited Incremental Property Taxes and by all or any portion of the Net Limited Incremental Sales Taxes in the priorities specified in the Indenture. Accordingly, incidental to each Accounting, the Trustee shall calculate the amounts of (A) the Net Limited Incremental Property Taxes, if any, and (B) the Net Limited Incremental Sales Taxes, if any, which amount shall be deemed for all purposes of that Accounting to be the amount of Pledged Taxes (whether derived from the Net Limited Incremental Property Taxes, the Net Limited Incremental Sales Taxes, or both). The Trustee shall thereupon immediately deposit Net Limited Incremental Property Taxes and Net Limited Incremental Sales Taxes to the Junior Lien Note and Interest Subaccount and the Junior Lien Debt Service Reserve and Redemption Subaccount in accordance with the Indenture, and said amount shall be "Pledged Taxes" for all purposes of this Ordinance and shall be used to pay principal of and interest on the Note as provided in this Ordinance and in the Indenture. C. The Limited Incremental Sales Tax Fund. The Village covenants and agrees that all Net Limited Incremental Sales Taxes required to be deposited into the Limited Incremental Sales Tax Fund shall be deposited into the Limited Incremental Sales Tax Fund as provided in the Indenture. Upon any Accounting the Trustee is hereby expressly authorized, without further order of or direction by the Corporate Authorities, to transfer Net Limited Incremental Sales Taxes in accordance with the Indenture. It being the express intent of the Village that interest on SMRH:4820-3914-5625.1 -16- and principal of the Note shall be paid in each Bond Year to the fullest extent possible from the Pledged Taxes (whether from Net Limited Incremental Property Taxes, Net Limited Incremental Sales Taxes, or both). D. Junior Lien Debt Service Reserve and Redemption Subaccount Not Created. No Junior Lien Debt Service Reserve and Redemption Subaccount is created under this Ordinance. Accordingly the Junior Lien Debt Service Reserve Requirement under this Ordinance is $-0-. E. The Rebate Account. The Trustee is hereby authorized to establish within the Rebate Fund a "2019 Junior Lien Tax Increment Revenue Note Rebate [or Penalty, if applicable] Account" (the "2019 Junior Lien Rebate Account") for the Note, and the Designated Officers are hereby directed, not less frequently than annually, to cause to be transferred to the 2019 Junior Lien Rebate Account the amount determined to be the accrued liability under the Rebate Requirement or Penalty. The Designated Officers shall cause to be paid to the U.S., without further order or direction from the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. F. Investments. The moneys on deposit in the Junior Lien Note and Interest Subaccount and in the Limited Incremental Sales Tax Fund may be invested by the Trustee from time to time in Permitted Investments as directed (which direction may be telephonic but shall be promptly confirmed in writing) by the Village Treasurer, without further official action of the Corporate Authorities. Any such investments may be sold by the Trustee from time to time as moneys may be needed for the purposes for which the Junior Lien Note and Interest Subaccount and the Limited Incremental Sales Tax Fund have been created. In addition, as provided in the Indenture, the Trustee shall sell such investments when necessary to remedy any deficiency in the Junior Lien Note and Interest Subaccount and the Limited Incremental Sales Tax Fund. Any investment earnings shall be attributed to the subaccount or fund for which the investment was made. Section 8. General Covenants. The Village covenants and agrees with the holders of the Note that, so long as the Note remains outstanding and unpaid: (a) The Village will punctually pay or cause to be paid from the Junior Lien Note and Interest Subaccount of the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund and the Limited Incremental Sales Tax Fund the principal of and interest on the Note in strict conformity with the terms of the Note, the Redevelopment Agreement, the Indenture and this Ordinance, and it will faithfully observe and perform all of the conditions, covenants and requirements thereof. SMRH:4820-3914-5625.1 -17- (b) The Village will pay and discharge, or cause to be paid and discharged, from the Special Tax Allocation Fund and the Limited Incremental Sales Tax Fund any and all lawful claims which, if unpaid, might become a lien or charge upon the Pledged Taxes, or any part thereof, or which might impair the security of the Note. Nothing herein contained shall require the Village to make any such payment so long as the Village in good faith shall contest the validity of said claims. (c) The Village will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Village, in which complete and correct entries shall be made of all transactions relating to the Redevelopment Project Area, the Redevelopment Plan, the Project, the Redevelopment Project, the 2019 TIF Capital Costs and the Pledged Taxes. Such books of record and accounts shall at all times during business hours be subject to the inspection of the respective holders of not less than ten per cent (10%) of the principal amount of the Note then outstanding, or their representatives authorized in writing. The Village will prepare or cause the preparation of complete financial statements with respect to the preceding Fiscal Year showing the Pledged Taxes received, all disbursements from the funds and accounts created by the Indenture and continued under this Ordinance and the financial condition of the 2019 TIF Project, including the balances in all funds and accounts relating to the Note and the 2019 TIF Project and the 2019 TIF Capital Costs as of the end of such Fiscal Year, which statements shall be accompanied by a certificate or opinion in writing of an Independent certified public accountant. The Village will furnish a copy of such statements to any Noteholder owning ten percent (10%) or more in aggregate principal amount of the Note then outstanding, upon written request of such owner. (d) The Village will preserve and protect the security of the Note and the rights of the Noteholders. (e) The Village will continue to implement the Redevelopment Project with all practicable dispatch in accord with its stated objectives and purposes in conformity with the Redevelopment Plan and the TIF Act and will timely convene the joint review board for the Redevelopment Project Area and timely make available and file such information and reports as shall be required by the TIF Act while the Note or any portion thereof remains outstanding. (f) The Village will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and for the better assuring and confirming unto the Noteholders of the Note of the rights and benefits provided in this Ordinance. (g) So long as any portion of the Note remains outstanding, the Village will take no action, nor will the Village omit to take any action, which act or omission will in any way adversely affect the ability of the Village to collect the Incremental Property Taxes or the Incremental Sales Taxes or to allocate the Net Limited Incremental Property SMRH:4820-3914-5625.1 -18- Taxes or the Net Limited Incremental Sales Taxes and the Village and its officers will comply with all present and future applicable laws in order to assure that the Pledged Taxes will be collected, allocated and deposited in the funds and accounts as herein provided. Section 9. Delivery of the Note. As soon as may be after this Ordinance becomes effective, the Note shall be executed by the Designated Officers and be delivered to the Developer. The Designated Officers as shall be appropriate are hereby authorized to proceed, without any further official authorization or action by the Corporate Authorities, to approve or execute, or both, such documents as shall be necessary to effectuate the issuance and delivery of the Note, with such insertions, deletions, additions, modifications or changes as they shall reasonably determine to be desirable, necessary and in the best interests of the Village, their approval or execution thereof to constitute ratification by the Corporate Authorities of any such insertion, deletion, addition, modification or change with no further official action, authorization or determination of the Corporate Authorities. The agreement with the Developer to purchase the Note is hereby ratified, approved and confirmed, it being hereby expressly found that no person holding any office of the Village either by election or appointment is in any manner financially interested, either directly in his own name or indirectly in the name of any other person, association, trust or corporation, in said agreement with the Developer for the purchase of the Note. Any Designated Officer and such other officers of the Village as may be necessary are hereby further authorized to execute such documents, including, specifically, such closing documents and certifications as shall be required by Bond Counsel to render their opinion relating to the validity of the Note and the treatment of interest thereon for federal income taxation purposes. Section 10. Note Proceeds. The performance by the Developer of its obligations pursuant to the Redevelopment Agreement shall be deemed to be consideration for the issuance of the Note. To that end the Designated Officers are hereby expressly directed to authorize the drawdown of the principal amount of the Note as herein authorized and as provided and pursuant to the conditions set forth in the Redevelopment Agreement, not to exceed the aggregate principal amount of Maximum Principal Amount, upon delivery from time to time by the Developer to the Village of such evidence of performance as such Designated Officers shall reasonably require, without further official action or direction by the Corporate Authorities. All SMRH:4820-3914-5625.1 -19- proceeds of the Note shall be deemed fully expended upon the relevant drawdown of the principal amount thereof. Section 11. Additional Notes. No Additional Notes shall be issued unless the Village shall have obtained the prior written consent of the registered owners of all of the Note then outstanding. The Village hereby expressly reserves unto itself without restriction of any type or kind whatsoever the right to issue obligations secured by all or any portion of the Municipal Portion. In addition, the Village shall have the right to issue any bonds or obligations that are subordinate to the Revenue Bonds and the Note. The Village also reserves the right, without the need to obtain any consent of the holders of the Note, to (a) refinance the Revenue Bonds on any date after the Revenue Bonds become callable and (b) defease the Revenue Bonds and issue new senior revenue bonds secured by the same pledged taxes so long as such defeasance (i) does not adversely affect the tax-exempt status of the Revenue Bonds, (ii) the new senior revenue bonds are tax-exempt, and (iii) such defeasance allows for a restructuring or reduction of the debt service for the Revenue Bonds. Section 12. General Arbitrage Provisions. A. Except for the Junior Lien Note and Interest Subaccount, the Village has not created or established and will not create or establish any sinking fund, reserve fund or any other similar fund to provide for the payment of the Note. The Junior Lien Note and Interest Subaccount has been established and will be funded in a manner primarily to achieve a proper matching of tax revenues and debt service, and will be collectively depleted at least annually to an amount not in excess of 1/12 the particular annual debt service on the Note. Money deposited therein will be spent within a 13 -month period beginning on the date of deposit, and investment earnings therein will be spent or withdrawn within a one-year period beginning on the date of receipt. B. The investment of proceeds or funds related to the Note by the Designated Officers at a yield which is restricted to a lower yield than otherwise obtainable in order to meet any covenants relating to the Tax Exempt status of the Note, as advised by Bond Counsel, or as otherwise determined to be necessary for such purpose, is expressly authorized and directed. C. The Village further certifies and covenants as follows with respect to the requirements of Section 148(0 of the Code, relating to the rebate of "excess arbitrage profits" (the "Rebate Requirement") to the United States: SMRH:4820-3914-5625.1 -20- 1. Unless an applicable exception to the Rebate Requirement is available to the Village, the Village will meet the Rebate Requirement. 2. Relating to applicable exceptions, the Designated Officers are hereby authorized to make such elections under the Code as such officers shall deem reasonable and in the best interests of the Village. If such election may result in a "penalty in lieu of rebate" as provided in the Code, and such penalty is incurred (the "Penalty"), then the Village shall pay such Penalty. 3. The Trustee is hereby authorized to establish within the Rebate Fund a "2019 Senior Lien Tax Increment Revenue Bonds Rebate [or Penalty, if applicable] Account" (the "2019 Rebate Account") for the Bonds, and the Designated Officers are hereby directed, not less frequently than annually, to cause to be transferred to the 2019 Rebate Account the amount determined to be the accrued liability under the Rebate Requirement or Penalty. The Designated Officers shall cause to be paid to the U.S., without further order or direction from the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. 4. Interest earnings in the Junior Lien Note and Interest Subaccount of the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund are hereby authorized to be transferred, without further order or direction from the Corporate Authorities, from time to time as required, to the 2019 Junior Lien Rebate Account for the purposes herein provided; and proceeds of the Bonds and other funds of the Village are also hereby authorized to be used to meet the Rebate Requirement or to pay the Penalty, but only if necessary after application of investment earnings as aforesaid and only as appropriated by the Corporate Authorities. The Village also certifies and further covenants with the Noteholders that moneys on deposit in any fund or account in connection with the Note, whether or not such moneys were derived from the proceeds of the sale of the Note or from any other source, will not be used in a manner which will cause the Note to be an "arbitrage bond" within the meaning of Code Section 148 and any lawful regulations promulgated thereunder, as the same presently exist or may from time to time hereafter be amended, supplemented or revised. None of the proceeds of the Note will be used to pay, directly or indirectly, in whole or in part, for an expenditure that has been paid by the Village prior to the date hereof. This SMRH:4820-3914-5625.1 -21- Ordinance is in itself a declaration of official intent under Treasury Regulations Section 1.150-2 as to all costs paid after the date hereof and prior to issuance of the Note. Section 13. Further Tax Covenants. The Village agrees to comply with all provisions of the Code which, if not complied with by the Village, would cause the Note not to be Tax Exempt. In furtherance of the foregoing provisions, but without limiting their generality, the Village agrees: (a) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to comply with all representations, covenants and assurances contained in certificates or agreements as may be prepared by Bond Counsel; (c) to consult with Bond Counsel and to comply with such advice as may be given; (d) to pay to the United States, if necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Note; (e) to file such fonns, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Village in such compliance. Section 14. Registered Form. The Village recognizes that Section 149 of the Code requires the Note to be issued and to remain in fully registered form in order to be and remain Tax Exempt. In this connection, the Village agrees that it will not take any action to permit the Note to be issued in, or converted into, bearer or coupon form. Section 15. Opinion of Counsel Exception. The Village reserves the right to use or invest moneys in connection with the Note in any manner, or to use, treat or contract with respect to the 2019 Capital Costs, notwithstanding the covenants in Sections 12 to 14 herein, provided it shall first have received an opinion from Bond Counsel to the effect that use or investment of such moneys, or use of the TIF Project, as contemplated will not result in any adverse effect on the Tax Exempt status of interest on the Note. Section 16. Amendments to Ordinance No 19-09. Ordinance No. 19-09 adopted by the Village President and Board of Trustees of the Village on July 8, 2019, is hereby amended as follows: (a) The following definitions are hereby added to such Ordinance and shall have the following meanings: A. "Total Property" means the real property or rights therein on a site within the Redevelopment Project Area (as legally described on SMRH:4820-3914-5625.1 -22- EXHIBIT A-1 (Legal Description of Property) attached to Ordinance No. 19- 11 (this Ordinance). B. "First Stage Property" means the real property or rights therein on a site within the Redevelopment Project Area (as legally described on EXHIBIT A-2 (Legal Description of Retail Parcel) attached to Ordinance No. 19-11 (this Ordinance). C. "School Payment" means the payments to school districts as provided in Sections 3(q)(7.5) of the TIF Act. D. "Second Stage Property" means the real property or rights therein on a site within the Redevelopment Project Area (as legally described on EXHIBIT A-3 (Legal Description of Residential Property) attached to Ordinance No. 19-11 (this Ordinance). (b) The definition of "Property" is hereby amended and restated to read as follows: "Property" means until the issuance of the Second Series Bonds pursuant to this Ordinance and the Indenture, the First Stage Property and, on and after the issuance of the Second Series Bonds pursuant to the this Ordinance and the Indenture, the Total Property. (c) Each reference to "Junior Lien Bond and Interest Subaccount" is hereby amended and restated to read "Junior Lien Note and Interest Subaccount". (d) Each reference to "Junior Lien Bonds" is hereby amended and restated to read "Junior Lien Notes". (e) entirety. (1) The third paragraph under clause (c) of Section 10.B is hereby deleted in its Section 10.B. is hereby amended to create within the 2019 Redevelopment Project Account of the special Tax Allocation Fund a subaccount called the "School Subaccount". (g) Clause (a) of Section 10.B. is hereby amended and restated to read as follows: (a) School Subaccount and Program Expenses Subaccount. The Trustee shall (i) first transfer Limited Incremental Property Taxes to the School Subaccount until the balance on deposit in and to the credit of the School Subaccount shall equal to School Payment for such year as certified in writing by the Village to the Trustee and (ii) after the transfer in clause (i), second transfer Limited SMRH:4820-3914-5625.1 -23- Incremental Property Taxes to the Program Expenses Subaccount until the balance on deposit in and to the credit of the Program Expenses Subaccount shall equal the Program Expense Requirement. Moneys on deposit in the School Account shall by paid to or at the written direction of the Village to make payments as provided in Sections 3(q)(7.5) of the TIF Act for the then current Bond Year and moneys on deposit in the Program Expenses Subaccount shall be used to pay or reimburse Program Expenses for the then current and the next succeeding Bond Year and shall be disbursed upon the written direction of the Village. Section 17. Publication of Ordinance. A full, true and complete copy of this Ordinance shall be published within ten days after passage in pamphlet form by authority of the Corporate Authorities. Section 18. Superseder and Effective Date. All ordinances, resolutions and orders, or parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect immediately upon its passage and approval. Section 19. Severability. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. SMRH:4820-3914-5625.1 -24- PASSED this 26th day of August 2019. Trustee Grear Trustee Minx Trustee Ramos Trustee Thill Trustee Travis Trustee Witko APPROVED by me this 26th day of August 2019. APPROVED and FILED in my office this 26th day of August 2019. Eileen Scanlon Harford, Village Clerk Village of Morton Grove Cook County, Illinois SMR11:4820-3914-5625.1 Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois _25_ EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT PROJECT AREA THAT PART OF THE SOUTH HALF OF SECTION 18 AND THAT PART OF THE NORTH HALF OF SECTION 19 IN TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS, BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1 IN DEMPSTER-WAUKEGAN ROAD SUBDIVISION, BEING A SUBDIVISION IN SAID SOUTH HALF OF SECTION 18, ACCORDING TO THE PLAT THEREOF RECORDED OCTOBER 15, 1925 AS DOCUMENT NO. 9066534; THENCE NORTHERLY ALONG THE EAST LINE OF SAID DEMPSTER- WAUKEGAN ROAD SUBDIVISION TO THE NORTHEAST CORNER OF LOT 5 IN LOCHNER'S RESUBDIVISION, BEING A SUBDIVISION IN SAID SOUTH HALF OF SECTION 18, ACCORDING TO THE PLAT THEREOF RECORDED JULY 10, 1997 AS DOCUMENT NO. 97497619; THENCE WESTERLY ALONG THE NORTH LINE OF SAID LOT 5 AND THE WESTERLY EXTENSION THEREOF TO A POINT OF INTERSECTION WITH THE WEST RIGHT-OF-WAY LINE OF NORMANDY AVENUE; THENCE SOUTHERLY ALONG SAID WEST RIGHT-OF-WAY LINE TO A POINT ON THE SOUTH LINE OF THE NORTH 10 FEET OF LOT 18 IN SAID DEMPSTER-WAUKEGAN ROAD SUBDIVISION; THENCE WESTERLY ALONG SAID SOUTH LINE TO A POINT ON THE WEST LINE OF SAID LOT 18; THENCE SOUTHERLY ALONG SAID WEST LINE TO THE SOUTHEAST CORNER OF LOT 28 IN SAID DEMPSTER-WAUKEGAN ROAD SUBDIVISION; THENCE WESTERLY ALONG THE SOUTH LINE OF SAID LOT 28 TO THE SOUTHWEST CORNER OF SAID LOT 28; THENCE WESTERLY TO THE SOUTHEAST CORNER OF LOT 59 IN SAID DEMPSTER-WAUKEGAN ROAD SUBDIVISION; THENCE WESTERLY ALONG THE SOUTH LINE OF SAID LOT 59 TO THE SOUTHWEST CORNER OF SAID LOT 59; THENCE NORTHERLY ALONG THE WEST LINE OF SAID LOT 59 AND ALONG THE WEST LINE OF LOTS 58 THRU 44 INCLUSIVE IN SAID DEMPSTER-WAUKEGAN ROAD SUBDIVISION TO THE NORTHWEST CORNER OF SAID LOT 44; THENCE NORTHERLY ALONG A LINE TO THE SOUTHEAST CORNER OF LOT 16 IN STEELE'S MORTON GROVE HIGHLANDS, BEING A SUBDIVISION IN SAID SOUTH HALF OF SECTION 18, ACCORDING TO THE PLAT THEREOF RECORDED AUGUST 6, 1924 AS DOCUMENT NO. 8540426; THENCE NORTHERLY ALONG THE EAST LINE OF SAID LOT 16 AND ALONG THE EAST LINE OF SAID STEELE'S MORTON GROVE HIGHLANDS TO THE NORTHEAST CORNER OF SAID STEELE'S MORTON GROVE HIGHLANDS; THENCE WESTERLY ALONG THE NORTH LINE OF SAID STEELE'S MORTON GROVE HIGHLANDS TO THE EAST RIGHT-OF-WAY LINE OF THE PUBLIC ALLEY ADJOINING THE WEST LINE OF SAID STEELE'S MORTON GROVE HIGHLANDS; THENCE SOUTHERLY ALONG SAID EAST RIGHT-OF-WAY LINE TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF SAID HAZEL STREET; THENCE SOUTHERLY ALONG A LINE TO A POINT OF INTERSECTION WITH THE SOUTH RIGHT-OF-WAY LINE OF SAID HAZEL STREET AND SAID EAST RIGHT-OF-WAY LINE OF THE PUBLIC ALLEY ADJOINING THE WEST LINE OF SAID STEELE'S MORTON GROVE HIGHLANDS; THENCE SOUTHERLY ALONG SAID EAST RIGHT-OF-WAY LINE TO A POINT OF INTERSECTION WITH THE NORTH RIGHT-OF-WAY LINE CHURCHHILL STREET; SMRH:4820-3914-5625.1 -26- THENCE WESTERLY ALONG SAID NORTH RIGHT-OF-WAY LINE TO A POINT OF INTERSECTION WITH THE NORTHERLY EXTENSION OF THE WEST RIGHT OF WAY LINE OF NEW ENGLAND AVENUE; THENCE SOUTHERLY ALONG SAID NORTHERLY EXTENSION AND WEST RIGHT-OF-WAY LINE TO THE NORTHEAST CORNER OF LOT 127 IN SAID DEMPSTER-WAUKEGAN ROAD SUBDIVISION; THENCE WESTERLY ALONG THE NORTH LINE OF SAID LOT 127 TO THE NORTHWEST CORNER OF SAID LOT 127; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 127 TO A POINT OF INTERSECTION WITH THE EASTERLY EXTENSION OF THE NORTH LINE OF LOT 170 IN SAID DEMPSTER-WAUKEGAN ROAD SUBDIVISION; THENCE WESTERLY ALONG SAID EASTERLY EXTENSION AND NORTH LINE TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF WAUKEGAN ROAD; THENCE SOUTHERLY ALONG SAID EAST RIGHT-OF-WAY LINE TO A POINT OF INTERSECTION WITH THE EASTERLY EXTENSION OF THE SOUTH RIGHT-OF- WAY LINE OF GREENWOOD AVENUE; THENCE WEST ALONG SAID EASTERLY EXTENSION AND THE SOUTH RIGHT-OF-WAY LINE OF GREENWOOD AVENUE TO A POINT OF INTERSECTION WITH THE WEST RIGHT-OF-WAY LINE OF THE NORTH - SOUTH PUBLIC ALLEY LYING WEST OF SAID WAUKEGAN ROAD; THENCE SOUTHERLY ALONG SAID WEST RIGHT-OF-WAY LINE TO THE NORTHEAST CORNER OF LOT 114 IN FOREST VIEW SUBDIVISION, BEING A SUBDIVISION IN SAID SOUTH HALF OF SECTION 18, ACCORDING TO THE PLAT THEREOF RECORDED MARCH 23, 1925 AS DOCUMENT NO. 8824972; THENCE WESTERLY ALONG THE NORTH LINE OF SAID LOT 114 AND THE WESTERLY EXTENSION THEREOF TO A POINT ON THE WEST RIGHT-OF-WAY LINE OF SAYRE AVENUE; THENCE SOUTHERLY ALONG SAID WEST RIGHT-OF-WAY LINE TO THE NORTHEAST CORNER OF LOT 31 IN SAID FOREST VIEW SUBDIVISION; THENCE SOUTHERLY ALONG THE EAST LINE OF SAID LOT 31 TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF DEMPSTER STREET; THENCE WESTERLY ALONG SAID NORTH RIGHT-OF-WAY LINE TO A POINT OF INTERSECTION WITH THE NORTHERLY EXTENSION OF THE WEST LINE OF LOT 5 IN FINK AND OTHERS SUBDIVISION, BEING A SUBDIVISION IN SAID SOUTH HALF OF SECTION 18 AND NORTH HALF OF SECTION 19 ACCORDING TO THE PLAT THEREOF RECORDED APRIL 12, 1893 AS DOCUMENT NO. 1847465; THENCE SOUTHERLY ALONG SAID NORTHERLY EXTENSION AND WEST LINE TO THE SOUTHWEST CORNER OF SAID LOT 5; THENCE EASTERLY ALONG THE SOUTH LINE OF SAID LOT 5 TO THE NORTHWEST CORNER OF LOT 460 IN THE FIRST ADDITION TO DEMPSTER- WAUKEGAN ROAD SUBDIVISION, BEING A SUBDIVISION IN SAID NORTH HALF OF SECTION 19, ACCORDING TO THE PLAT THEREOF RECORDED MARCH 11, 1927 AS DOCUMENT NO. 9576777; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 460 AND THE SOUTHERLY EXTENSION THEREOF TO THE NORTHWEST CORNER OF LOT 430 IN SAID FIRST ADDITION TO DEMPSTER-WAUKEGAN ROAD SUBDIVISION; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 430 AND THE SOUTHERLY EXTENSION THEREOF TO THE NORTHWEST CORNER OF LOT 401 IN SAID FIRST ADDITION TO DEMPSTER-WAUKEGAN ROAD SUBDIVISION; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 401 TO A POINT ON A LINE MEASURED PERPENDICULAR TO THE WEST RIGHT-OF-WAY LINE OF SMRH:4820-3914-5625.1 -27- WAUKEGAN ROAD AT A POINT 355.29 FEET (AS MEASURED ALONG SAID WEST RIGHT -OF WAY LINE) SOUTH OF THE NORTHEAST CORNER OF LOT 206 IN SAID FIRST ADDITION TO DEMPSTER-WAUKEGAN ROAD SUBDIVISION; THENCE EASTERLY ALONG SAID PERPENDICULAR LINE TO A POINT ON THE WEST RIGHT- OF-WAY LINE OF WAUKEGAN ROAD; THENCE SOUTHERLY ALONG SAID WEST RIGHT-OF-WAY LINE TO A POINT OF INTERSECTION WITH THE WESTERLY EXTENSION OF THE NORTH LINE OF THE OF LOT 2 IN WHITE'S SUBDIVISION, BEING A SUBDIVISION IN SAID NORTH HALF OF SECTION 19, ACCORDING TO THE PLAT THEREOF RECORDED JANUARY 6, 1882 AS DOCUMENT NO. 368124; THENCE EASTERLY ALONG SAID WESTERLY EXTENSION AND NORTH LINE OF LOT 2 TO A POINT ON THE EAST LINE OF THE WEST 763 FEET OF THE EAST 26.31 ACRES OF LOT 1 IN SAID WHITE'S SUBDIVISION; THENCE NORTHERLY ALONG SAID EAST LINE AND THE NORTHERLY EXTENSION THEREOF TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF DEMPSTER STREET; THENCE WESTERLY ALONG SAID NORTH RIGHT-OF-WAY LINE TO THE POINT OF BEGINNING. SMRH:4820-3914-5625.1 -28- EXHIBIT A-1 LEGAL DESCRIPTION OF TOTAL PROPERTY THAT PART OF LOT 1 LYING WEST OF THE EAST LINE OF THE WEST 763 FEET OF THE EAST 26.31 ACRES OF SAID LOT 1 OF WHITE'S SUBDIVISION OF THE WEST 1/2 OF THE NORTHEAST 1/4 AND PART OF THE NORTHWEST 1/4 OF SECTION 19, TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LINE OF SAID LOT 1, 180 FEET WEST OF THE INTERSECTION OF THE EAST LINE OF THE WEST 763 FEET OF THE EAST 26.31 ACRES OF SAID LOT 1: THENCE SOUTH PERPENDICULAR TO THE SAID NORTH LINE OF LOT 1, 274.92 FEET; THENCE EAST ALONG A LINE PARALLEL WITH THE SAID NORTH LINE OF LOT 1, 173.27 FEET TO A POINT ON THE EAST LINE OF THE WEST 763 FEET OF THE EAST 26.31 ACRES OF SAID LOT 1; THENCE NORTH ALONG THE SAID DESCRIBED EAST LINE, 275 FEET TO A POINT IN THE NORTH LINE OF SAID LOT; THENCE WEST ALONG THE NORTH LINE OF SAID LOT, 180 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. PARCEL 2: THAT PART OF LOT 1 OF WHITE'S SUBDIVISION IN SECTION 19, TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN. DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF THE SOUTH LINE OF SAID LOT 1 WITH THE EASTERLY LINE OF WAUKEGAN ROAD PER DOCUMENT 19952575, BEING A LINE 54.0 FEET (MEASURED PERPENDICULARLY) EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 1; THENCE NORTH 453.333 FEET ALONG SAID EASTERLY LINE: THENCE NORTH 6 DEGREES 55 MINUTES 28 SECONDS EAST 91.24 FEET ALONG SAID EASTERLY LINE OF WAUKEGAN ROAD TO A POINT, SAID POINT BEING 65.00 FEET (MEASURED PERPENDICULARLY) EAST OF THE WEST LINE OF SAID LOT 1; THENCE NORTH 1 DEGREE 16 MINUTES 22 SECONDS EAST 90.03 FEET ALONG SAID EASTERLY LINE OF WAUKEGAN ROAD TO A POINT 67.00 FEET (MEASURED PERPENDICULARLY) EAST OF THE WEST LINE OF SAID LOT 1; THENCE NORTH 50 FEET ALONG SAID EASTERLY LINE OF WAUKEGAN ROAD PER DOCUMENT 19952575 TO THE POINT OF CURVATURE; THENCE NORTHEASTERLY 110.122 FEET ALONG THE ARC OF A CIRCLE HAVING A RADIUS OF 70.00 FEET CONVEX TO THE NORTHWEST AND WHOSE CHORD BEARS NORTH 45 DEGREES 04 MINUTES 05 SECONDS EAST TO THE POINT OF TANGENCY; THENCE SOUTH 89 DEGREES 51 MINUTES 50 SECONDS EAST, 1062.70 FEET ALONG THE SOUTH LINE OF DEMPSTER STREET PER DOCUMENT 19952575 AND 19952576, BEING A LINE 54.00 FEET (MEASURED PERPENDICULARLY) SOUTH OF AND PARALLEL WITH THE NORTH LINE OF SAID LOT 1 TO THE POINT OF INTERSECTION WITH THE SOUTHERLY EXTENSION OF THE WEST LINE OF A PARCEL OF LAND WHICH WAS DEDICATED FOR DEMPSTER STREET PER DOCUMENT 11634381; THENCE NORTH 0 DEGREES 08 MINUTES 30 SECONDS EAST 4.00 FEET ALONG SAID SOUTHERLY EXTENSION TO THE SOUTHWEST CORNER OF SAID PARCEL OF LAND PER DOCUMENT 11634381 ; SMRH:4820-3914-5625.1 -29- THENCE SOUTH 89 DEGREES 51 MINUTES 50 SECONDS EAST 55.745 FEET ALONG A LINE 50.00 FEET (MEASURED PERPENDICULARLY) SOUTH OF AND PARALLEL WITH THE NORTH LINE OF SAID LOT 1 TO THE POINT OF INTERSECTION WITH A LINE DRAWN PERPENDICULARLY WITH SAID NORTH LINE OF LOT 1 AT A POINT 325.00 FEET (MEASURED ALONG SAID NORTH LINE) WEST OF THE EAST LINE OF THE WEST 763.00 FEET OF THE EAST 26.31 ACRES OF SAID LOT I ; THENCE SOUTH 0 DEGREES 08 MINUTES 10 SECONDS WEST 170.00 FEET ALONG SAID PERPENDICULAR LINE TO A POINT; THENCE NORTH 89 DEGREES 51 MINUTES 50 SECONDS WEST 84.13 FEET ALONG A LINE DRAWN PARALLEL WITH THE NORTH LINE OF SAID LOT 1; THENCE SOUTH 0 DEGREES 08 MINUTES 10 SECONDS WEST 249.85 FEET; THENCE NORTH 89 DEGREES 51 MINUTES 50 SECONDS WEST 13.514 FEET; THENCE SOUTH 0 DEGREES 06 MINUTES 44 SECONDS WEST 132.575 FEET: THENCE SOUTH 89 DEGREES 53 MINUTES 16 SECONDS EAST 0. 18 FEET; THENCE SOUTH 0 DEGREES 06 MINUTES 44 SECONDS WEST 204.937 FEET TO THE POINT OF INTERSECTION WITH THE SOUTH LINE OF SAID LOT 1, SAID POINT BEING 1102.502 FEET (MEASURED ALONG SAID SOUTH LINE) EAST OF THE POINT OF BEGINNING: THENCE NORTH 89 DEGREES 54 MINUTES 10 SECONDS WEST, 1102.502 FEET TO POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. PARCEL 3: THAT PART OF LOT 1 OF WHITE'S SUBDIVISION IN SECTION 19, TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE WEST 763.00 FEET OF THE EAST 26.31 ACRES OF SAID LOT 1 WITH THE NORTH LINE THEREOF; THENCE NORTH 89 DEGREES 51 MINUTES 50 SECONDS WEST 180.00 FEET ALONG SAID NORTH LINE TO A POINT; THENCE SOUTH 00 DEGREES 08 MINUTES 10 SECONDS WEST 50.00 FEET ALONG A LINE DRAWN PERPENDICULARLY WITH SAID NORTH LINE TO THE POINT OF BEGINNING; THENCE NORTH 89 DEGREES 51 MINUTES 50 SECONDS WEST 145.00 FEET ALONG A LINE DRAWN PARALLEL WITH SAID NORTH- LINE; THENCE SOUTH 00 DEGREES 08 MINUTES 10 SECONDS WEST 170.00 FEET ALONG A LINE DRAWN PERPENDICULARLY WITH SAID NORTH LINE: THENCE NORTH 89 DEGREES 51 MINUTES 50 SECONDS WEST 84. 13 FEET ALONG A LINE DRAWN PARALLEL WITH SAID NORTH LINE OF LOT 1; THENCE SOUTH 00 DEGREES 08 MINUTES 10 SECONDS WEST 249.85 FEET; THENCE NORTH 89 DEGREES 51 MINUTES 50 SECONDS WEST 13.514 FEET; THENCE SOUTH DO DEGREES 06 MINUTES 44 SECONDS WEST 132.575 FEET; THENCE SOUTH 89 DEGREES 53 MINUTES 16 SECONDS EAST 0. 18 FEET; THENCE SOUTH 00 DEGREES 06 MINUTES 44 SECONDS WEST 204.937 FEET TO THE POINT OF INTERSECTION WITH THE SOUTH LINE OF SAID LOT 1, SAID POINT BEING 1156.502 FEET (MEASURED ALONG SAID SOUTH LINE) EAST OF THE SOUTHWEST CORNER •or SAID LOT 1, THENCE SOUTH 89 DEGREES 54 MINUTES 10 SECONDS EAST 402.568 FEET ALONG SAID SOUTH LINE TO THE EAST LINE OF THE WEST 763.00 FEET OF THE EAST 26.31 ACRES OF SAID LOT 1; THENCE NORTH I DEGREE 32 MINUTES 17.5 SECONDS EAST, 532.33 FEET ALONG SAID EAST LINE TO A LINE DRAWN 274.92 FEET (MEASURED SMRH:4820-3914-5625.1 -30- PERPENDICULARLY) SOUTH OF AND PARALLEL WITH SAID NORTH LINE OF LOT 1; THENCE NORTH 89 DEGREES 51 MINUTES 50 SECONDS WEST 173.27 FEET ALONG SAID PARALLEL LINE TO A LINE DRAWN PERPENDICULARLY TO THE NORTH LINE OF SAID LOT 1 AND PASSING THROUGH THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 08 MINUTES 10 SECONDS EAST 224.92 FEET TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS. PROPERTY INDEX NUMBERS (as of Effective Date of Agreement) 10-19-103-001-0000 10-19-200-007-0000 10-19-200-010-0000 10-19-200-009-0000 SMR11:4820-3914-5625.1 -31- EXHIBIT A-2 LEGAL DESCRIPTION OF FIRST STAGE PROPERTY THAT PART OF LOT 1 OF WHITE'S SUBDIVISION IN SECTION 19, TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, (ALL REFERENCES TO DEEDS, MICROFICHE, PLATS, SURVEYS, ETC. REFER TO THE RECORDS OF THE COOK COUNTY RECORDER'S OFFICE, UNLESS OTHERWISE NOTED) AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE WEST 763.00 FEET OF THE EAST 26.31 ACRES OF SAID LOT 1 WITH THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID EAST LINE, SOUTH 00 DEGREES 45 MINUTES 01 SECOND WEST, A DISTANCE OF 50.01 FEET TO A POINT ON THE SOUTH LINE OF DEMPSTER STREET AS REFERENCED IN DOCUMENT NUMBER 11634381; THENCE CONTINUING ALONG SAID EAST LINE, SOUTH 00 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 757.08 FEET TO A POINT ON THE SOUTH LINE OF AFORESAID LOT 1; THENCE ALONG THE SOUTH LINE OF SAID LOT 1, SOUTH 89 DEGREES 18 MINUTES 53 SECONDS WEST, A DISTANCE OF 257.07 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTH LINE OF LOT 1, SOUTH 89 DEGREES 18 MINUTES 53 SECONDS WEST, A DISTANCE OF 1248.00 FEET TO A POINT ON THE EAST LINE OF WAUKEGAN ROAD AS REFERENCED IN DOCUMENT NUMBER 19952575; THENCE ALONG THE EAST LINE OF WAUKEGAN ROAD AND THE SOUTH LINE OF DEMPSTER STREET, BOTH AS REFERENCED IN DOCUMENT NUMBER 19952575, THE FOLLOWING SIX (6) COURSES: 1) NORTH 00 DEGREES 47 MINUTES 16 SECONDS WEST, A DISTANCE OF 452.96 FEET; 2) NORTH 06 DEGREES 08 MINUTES 12 SECONDS EAST, A DISTANCE OF 91.24 FEET; 3) NORTH 00 DEGREES 29 MINUTES 06 SECONDS EAST, A DISTANCE OF 90.03 FEET; 4) NORTH 00 DEGREES 47 MINUTES 16 SECONDS WEST, A DISTANCE OF 50.00 FEET; 5) NORTHEASTERLY, 110.12 FEET ALONG AN ARC TO THE RIGHT AND HAVING A RADIUS OF 70.00 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 44 DEGREES 16 MINUTES 49 SECONDS EAST AND A LENGTH OF 99.11 FEET; SMRH:4820-3914-5625.1 -32- 6) NORTH 89 DEGREES 20 MINUTES 54 SECONDS EAST, A DISTANCE OF 671.41 FEET TO THE SOUTHEAST CORNER OF LAND CONVEYED TO THE DEPARTMENT OF PUBLIC WORKS & BUILDINGS PER DOCUMENT NUMBER 19952575, BEING ALSO THE SOUTHWEST CORNER OF LAND CONVEYED TO THE DEPARTMENT OF PUBLIC WORKS & BUILDINGS PER DOCUMENT NUMBER 19952576; THENCE ALONG THE SOUTH LINE OF DEMPSTER STREET AS REFERENCED IN DOCUMENT NUMBER 19952576, NORTH 89 DEGREES 20 MINUTES 54 SECONDS EAST, A DISTANCE OF 391.29 FEET TO THE SOUTHEAST CORNER OF LAND CONVEYED TO THE DEPARTMENT OF PUBLIC WORKS & BUILDINGS PER DOCUMENT NUMBER 19952576; THENCE ALONG THE EAST LINE OF SAID LAND CONVEYED PER DOCUMENT NUMBER 19952576, NORTH 00 DEGREES 38 MINUTES 46 SECONDS WEST, A DISTANCE OF 4.00 FEET TO THE SOUTH LINE OF DEMPSTER STREET AS REFERENCED IN DOCUMENT NUMBER 11634381; THENCE ALONG SAID SOUTH LINE OF DEMPSTER STREET AS REFERENCED IN DOCUMENT NUMBER 11634381, NORTH 89 DEGREES 20 MINUTES 54 SECONDS EAST, A DISTANCE OF 98.10 FEET; THENCE SOUTH 00 DEGREES 39 MINUTES 06 SECONDS EAST, A DISTANCE OF 198.51; THENCE SOUTH 44 DEGREES 18 MINUTES 53 SECONDS WEST, A DISTANCE OF 20.51 FEET; THENCE SOUTH 00 DEGREES 41 MINUTES 07 SECONDS EAST, A DISTANCE OF 197.00 FEET; THENCE SOUTH 37 DEGREES 12 MINUTES 56 SECONDS EAST, A DISTANCE OF 33.60 FEET; THENCE SOUTH 00 DEGREES 41 MINUTES 07 SECONDS EAST, A DISTANCE OF 320.00 FEET TO THE POINT OF BEGINNING; CONTAINING 931,458 SQUARE FEET OR 21.383 ACRES (MORE OR LESS). THE ABOVE DESCRIBED PROPERTY IS TO BE KNOWN AS LOTS 1 TO 4 AND 6 TO 13 IN KENSINGTON SUBDIVISION. THE BEARINGS IN THIS DESCRIPTION ARE BASED UPON THE ILLINOIS STATE PLANE COORDINATE SYSTEM EAST ZONE (NAD83). PROPERTY INDEX NUMBERS FOR RETAIL PARCEL (as of Effective Date of Agreement) SMRH:4820-3914-5625.1 -33- EXHIBIT A-3 LEGAL DESCRIPTION OF SECOND STAGE PROPERTY THAT PART OF LOT 1 OF WHITE'S SUBDIVISION IN SECTION 19, TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, (ALL REFERENCES TO DEEDS, MICROFICHE, PLATS, SURVEYS, ETC. REFER TO THE RECORDS OF THE COOK COUNTY RECORDER'S OFFICE, UNLESS OTHERWISE NOTED) AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE WEST 763.00 FEET OF THE EAST 26.31 ACRES OF SAID LOT 1 WITH THE NORTH LINE OF SAID LOT 1; THENCE ALONG SAID EAST LINE, SOUTH 00 DEGREES 45 MINUTES 01 SECOND WEST, A DISTANCE OF 50.01 FEET TO THE POINT OF BEGINNING, BEING A POINT ON THE SOUTH LINE OF DEMPSTER STREET AS REFERENCED IN DOCUMENT NUMBER 11634381; THENCE CONTINUING ALONG SAID EAST LINE, SOUTH 00 DEGREES 45 MINUTES 01 SECOND WEST, A DISTANCE OF 757.08 FEET TO A POINT ON THE SOUTH LINE OF AFORESAID LOT 1; THENCE ALONG THE SOUTH LINE OF SAID LOT 1, SOUTH 89 DEGREES 18 MINUTES 53 SECONDS WEST, A DISTANCE OF 257.07 FEET; THENCE NORTH 00 DEGREES 41 MINUTES 07 SECONDS WEST, A DISTANCE OF 320.00 FEET; THENCE NORTH 37 DEGREES 12 MINUTES 56 SECONDS WEST, A DISTANCE OF 33.60 FEET; THENCE NORTH 00 DEGREES 41 MINUTES 07 SECONDS WEST, A DISTANCE OF 197.00 FEET; THENCE NORTH 44 DEGREES 18 MINUTES 53 SECONDS EAST, A DISTANCE OF 20.51 FEET; THENCE NORTH 00 DEGREES 39 MINUTES 06 SECONDS WEST, A DISTANCE OF 198.51 FEET TO A POINT ON THE SOUTH LINE OF DEMPSTER STREET AS REFERENCED IN DOCUMENT NUMBER 11634381; THENCE ALONG SAID SOUTH LINE, NORTH 89 DEGREES 20 MINUTES 54 SECONDS EAST, A DISTANCE OF 281.43 FEET TO THE POINT OF BEGINNING; CONTAINING 207,243 SQUARE FEET OR 4.758 ACRES (MORE OR LESS). SMRH:4820-3914-5625.1 -34- THE ABOVE DESCRIBED PROPERTY IS TO BE KNOWN AS LOT 5 IN KENSINGTON SUBDIVISION. THE BEARINGS IN THIS DESCRIPTION ARE BASED UPON THE ILLINOIS STATE PLANE COORDINATE SYSTEM EAST ZONE (NAD83). PROPERTY INDEX NUMBERS FOR RESIDENTIAL PARCEL (as of Effective Date of Agreement) SMRH:4820-3914-5625.1 -35- SMRH:4820-3914-56251 EXHIBIT B FORM OF NOTE -36- STATE OF ILLINOIS COUNTY OF COOK VILLAGE OF MORTON GROVE JUNIOR LIEN TAX INCREMENT REVENUE NOTE (SAWMILL STATION REDEVELOPMENT PROJECT), SERIES 2019 SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED No.ONE Maximum Principal Amount KNOW ALL PERSONS BY THESE PRESENTS that the VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS (the "Village"), a municipality, home rule unit and body corporate and politic duly organized under the laws of the State of Illinois, for value received hereby acknowledges itself to owe and promises to pay (subject to mandatory and optional redemption as hereinafter provided) to the Registered Owner hereof, or registered assigns, the Outstanding Principal Amount of this Note, as hereinafter described, and interest on such Outstanding Principal Amount at a rate percent per annum which is equal to six and one half percent (6.50%) (computed on the basis of a 360 -day year of twelve 30 -day months) in annual installments of principal and interest on January 1 of each year (each January 1 being an "Interest Payment Date") until paid, commencing on the first January 1 following the Retail Substantial Completion Date on which funds are available and on deposit in the hereinafter defined Junior Lien Note and Interest Subaccount, with a final installment of principal and interest coming due at Final Maturity. "Final Maturity" means (A) the date on which the Village has made provision for or payment in full of all principal of and interest on this Note, (B) as to any payment on this Note from the hereinafter defined Net Limited Incremental Property Taxes, the earlier to occur of (i) the date which is twenty (20) years after the Dated Date or (ii) December 31, 2042, or (C) as to any payment on this Note from the hereinafter defined Net Limited Incremental Sales Taxes, the date which is the last date allowable under the TIF Act (as defined below). The "Outstanding Principal Amount" " means that amount, not to exceed the Maximum Principal Amount, shown as Advances for Value, Less payments of principal thereon. "Advances for Value" means the principal advanced from time to time in even multiples of $1,000 under this Note to pay Certified TIF Costs (as defined in the 2019 Junior Lien Note Ordinance defined below) not paid with Initial Revenue Bonds Net Proceeds (as defined in the 2019 Junior Lien Note Ordinance defined below) as noted on this Note by the Village in the SMRH:4820-3914-5625.1 -37- form of "Advances for Value" hereon, which advances shall not exceed in the aggregate the Maximum Principal Amount. The "Maximum Principal Amount" means (a) up to $21,800,000 of the aggregate amount of Certified TIF Costs minus the total amount of the Initial Revenue Bonds Net Proceeds, less (b) the Grocery Store Holdback (as defined in the 2019 Junior Lien Note Ordinance defined below) less (c) the Recapture Amount (as defined in the 2019 Junior Lien Note Ordinance defined below). This Note shall be dated the date of authentication but shall not bear interest on the Outstanding Principal Amount until the date of Retail Substantial Completion. Interest when due ("Current Interest") shall be paid from the later of the date of Retail Substantial Completion or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of the Note is paid or duly provided for, as provided from the hereinafter defined Junior Lien Note and Interest Subaccount of the hereinafter defined Special Tax Allocation Fund, and if funds on deposit therein and to the credit thereof are insufficient for such purpose, such failure to pay shall not in and of itself constitute an event of default, but such interest shall thereupon be recorded by the Trustee as Deferred Accrued Interest ("Deferred Accrued Interest"). Deferred Accrued Interest which is owing and unpaid shall bear interest at the same interest rate as the Note. The order of payment of principal and interest on this Note shall be first, Deferred Accrued Interest, second, Current Interest, and next, mandatory redemption of the Outstanding Principal Amount, as adjusted and shown as advanced in the form of Advances for Value hereon. Failure to pay when due any installment of Current Interest or any amount of Outstanding Principal Amount due to insufficiency of the hereinafter defined Pledged Taxes, whether at a regular Interest Payment Date, at Stated Maturity, Final Maturity or otherwise, shall in no event be deemed to be an event of default hereon. The Registered Owner of this Note, by acceptance hereof, hereby expressly agrees and acknowledges that there may be Deferred Accrued Interest hereon, that is, that Current Interest may not have been paid, without any special notation having been made upon this Note. The principal of this Note shall be payable by check of draft in lawful money of the United States of America upon presentation at the principal office maintained for the purpose by Amalgamated Bank of Chicago, as trustee, Trustee and paying agent (the "Trustee"), under that certain Indenture of Trust dated as of [ 1, 2019 (the "Indenture"), by and between the Village and the Trustee. Interest on this Note shall be paid to the Registered Owner hereof as SMRH:4820-3914-5625.1 -38- shown on the Register at the close of business on the Record Date. Interest hereon shall be paid by check or draft of the Trustee, payable upon presentation thereof in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on the Register or at such other address furnished to the Trustee in writing or as directed by such Registered Owner, all as provided in the hereinafter defined Ordinance. This Note is issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal Code (the "TIF Act"), and all laws amendatory thereof and supplemental thereto, and specifically as supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus Bond Acts, as amended and as supplemented, and, where necessary, superseded, by the home rule powers of the Village under Section 6 of Article VII of the 1970 Constitution of Illinois (collectively, the "Act"), and the principal of and interest, and premium, if any, hereon are payable solely and only from all or any portion of (i) a portion (said portion being the "Net Limited Incremental Property Taxes") of the ad valorem taxes, if any, arising from taxes levied by any and all taxing districts or municipal corporations having the power to tax real property in the Property (as defined in the 2019 Junior Lien Note Ordinance), which Property is part of the Sawmill Station Redevelopment Project Area of the Village (the "Redevelopment Project Area"), which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Property (as defined in the 2019 Junior Lien Note Ordinance) over and above the total Initial Equalized Assessed Value of each such piece of property, all as determined by the County Clerk of The County of Cook, Illinois, and on deposit in the Junior Lien Note and Interest Subaccount of the 2019 Redevelopment Projects Account of the Sawmill Station Redevelopment Project Area Special Tax Allocation Fund (the "Special Tax Allocation Fund") continued under the Indenture, (ii) a portion of certain incremental sales taxes, if any, derived from the Property (as defined in the 2019 Junior Lien Note Ordinance), or any successor taxes thereto (said portion being the "Net Limited Incremental Sales Taxes" and, together with the Net Limited Incremental Property Taxes and as calculated as provided in the 2019 Junior Lien Note Ordinance, the "Pledged Taxes") and (iii) the amounts on deposit in and pledged to the various funds and accounts of the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund, all in the priority of lien as provided in the 2019 Junior Lien Note Ordinance and the Indenture and as otherwise provided in the 2019 Junior Lien Note Ordinance and the Indenture. Additional Junior Lien Notes and senior lien bonds may be SMRH:4820-3914-5625.1 -39- issued upon the terns and as provided in the hereinafter defined 2019 Junior Lien Note Ordinance and the Indenture and the ordinances authorizing the senior lien bonds. This Note is being issued for the purposes of paying or reimbursing a portion of certain costs of a redevelopment project on a site located within the Redevelopment Project Area, all as more fully described in proceedings adopted by the President and Board of Trustees of the Village (the "Corporate Authorities") pursuant to the Act and in an ordinance authorizing the issuance of this Note adopted by the Corporate Authorities on the 26th day of August 2019, and authorizing the issuance hereof (the "2019 Junior Lien Note Ordinance"), the Indenture and in that certain Redevelopment Agreement dated as of July 8, 2019, by and between the Village and IM Kensington MG, LLC, a Delaware limited liability company, and relating to the Property (as most recently amended, the "Redevelopment Agreement"), to all the provisions of which the holder by the acceptance of this Note assents. Under the Act, the 2019 Junior Lien Note Ordinance, the Indenture and the Redevelopment Agreement, the Incremental Property Taxes shall be deposited in the Special Tax Allocation Fund. The Net Limited Incremental Property Taxes, if any, and the Net Limited Incremental Sales Taxes, if any, on deposit in the Junior Lien Note and Interest Subaccount of the 2019 Redevelopment Projects Account of the Special Tax Allocation Fund (the "Junior Lien Note and Interest Subaccount") shall be used first and are pledged for paying the principal of and interest on this Note and then in making any further required payments to any funds and accounts as provided by the terms of the 2019 Junior Lien Note Ordinance and the Indenture. Terms used but not defined herein shall have the same meaning as provided in the 2019 Junior Lien Note Ordinance, the Indenture and the Redevelopment Agreement. This Note is a term note and is subject to mandatory redemption by operation of the Junior Lien Note and Interest Subaccount at a price of par plus accrued interest without premium, on any date, whenever an annual Accounting shall demonstrate that there is on deposit in the Junior Lien Note and Interest Subaccount an amount in excess of the amount required to pay all Deferred Accrued Interest and to pay Current Interest due and payable during the Note Year commencing on the January 1 next succeeding such Accounting. The Trustee shall make provision for the mandatory redemption of this Note to the fullest extent practicable from such excess. SMRH:4820-3914-5625.1 -40- The Village covenants that it will cause the Trustee to redeem this Note pursuant to the mandatory redemption required for this Note. Proper provision for mandatory redemption having been made, the Village covenants that the Outstanding Principal Amount hereof to be redeemed shall be payable as at Stated Maturity. This Note is also subject to redemption prior to maturity, at the option of the Village, in whole or in part, from any available funds, on any date, at the redemption price of par plus accrued interest to the date fixed for redemption, and as further provided in the Ordinance. This Note may be transferred in whole but not in part. Upon surrender hereof at the principal office maintained for the purpose by the Trustee, accompanied by a written instrument or instruments of transfer in form satisfactory to the Trustee and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the Trustee shall register this Note in the name of the new Registered Owner on the registration grid provided herein, and shall also enter the name and address of the new registered owner in the Note Register. The person in whose name this Note is registered on the Note Register shall be deemed and regarded as the absolute owner hereof for all purposes, and payment of the principal of or interest hereon shall be made only to or upon the order of the Registered Owner hereof or the owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid. This Note, together with the interest thereon, is a limited obligation of the Village, payable solely from the Pledged Taxes and the amounts on deposit in and pledged to the Junior Lien Note and Interest Subaccount as provided in the 2019 Junior Lien Note Ordinance, the Indenture and the Redevelopment Agreement. For the prompt payment of this Note, both principal and interest, as aforesaid, at maturity, the Pledged Taxes are hereby irrevocably pledged. THIS NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. No HOLDER OF THIS NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE VILLAGE FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON. FAILURE TO PAY WHEN DUE ANY INSTALLMENT OF CURRENT INTEREST OR ANY AMOUNT OF DEFERRED ACCRUED INTEREST OR OUTSTANDING PRINCIPAL AMOUNT DUE TO INSUFFICIENCY OF THE PLEDGED TAXES, WHETHER AT STATED MATURITY, SMRH:4820-3914-5625.1 -41- FINAL MATURITY OR OTHERWISE, SHALL IN NO EVENT BE DEEMED TO BE AN EVENT OF DEFAULT ON THIS NOTE. The Village hereby expressly finds and determines that as to the Net Limited Incremental Property Taxes, the Final Maturity of this Note does not exceed the earliest of (i) the date which is twenty (20) years from the Dated Date; or (ii) the date which is December 31 of the year following the twenty-third (23rd) year from the date of designation by the Corporate Authorities of the Redevelopment Project Area, to -wit: December 31, 2042. 1t is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Note did exist, have happened, been done and performed in regular and due form and time as required by law, and the Village hereby covenants and agrees that it has made provision for the segregation of the Pledged Taxes and that it will properly account for said taxes and will comply with all the covenants of and maintain the funds and accounts as provided by the Ordinance and the Redevelopment Agreement. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee. The tables and forms following the signatures on this Note and entitled Advances for Value and Registered Owner Notation are an integral part of this Note as if in each case fully set forth at this place and are incorporated herein by this reference. SMRH:4820-3914-5625.1 -42- IN WITNESS WHEREOF the Village has caused this Note to be signed by the manual or duly authorized facsimile signatures of its President and by its Village Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof, to wit, the _ day of , 2019. [SEAL] Attest: Village Clerk, Village of Morton Grove, Cook County, Illinois Date of Authentication: , 2019 CERTIFICATE OF AUTHENTICATION This Note is the Note described in the within mentioned Ordinance and is the Tax Increment Revenue Note (Sawmill Station Redevelopment Project), Series 2019, of the Village of Morton Grove, Cook County, Illinois. AMALGAMATED BANK OF CHICAGO, as trustee By SMRH:4820-3914-5625.1 -43- VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS By President, Village of Morton Grove, Cook County, Illinois Trustee, Trustee and Paying Agent: Amalgamated Bank of Chicago STATE OF ILLINOIS COUNTY OF COOK VILLAGE OF MORTON GROVE JUNIOR LIEN TAX INCREMENT REVENUE NOTE, SERIES 2019 (SAWMILL STATION REDEVELOPMENT PROJECT) SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED No.ONE Maximum Principal Amount ADVANCES FOR VALUE This Note is valid to the amount set forth below, the aggregate of said amounts being its Outstanding Principal Amount. SIGNATURE OF VILLAGE ADMINISTATOR OR AMOUNT ADVANCED ($) DATE ADVANCED VILLAGE TREASURER SMRH:4820-3914-5625.1 -44- STATE OF ILLINOIS COUNTY OF COOK VILLAGE OF MORTON GROVE JUNIOR LIEN TAX INCREMENT REVENUE NOTE, SERIES 2019 (SAWMILL STATION REDEVELOPMENT PROJECT) SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED No.ONE Maximum Principal Amount REGISTERED OWNER NOTATION This Note shall be registered on the Note Register of the Village kept for the purpose by Amalgamated Bank of Chicago, as Trustee. The principal and interest on this Note shall be payable only to or upon the order of the Registered Owner or such owner's legal representative. No registration hereof shall be valid unless signed by the Trustee. DATE OF NAME OF REGISTRATION REGISTERED OWNER SIGNATURE OF TRUSTEE SMRH:4820-3914-5625.1 -45- Trustee moved the adoption of said ordinance, and Trustee seconded the motion. After a full and complete discussion thereof including a public recital of the nature of the matter being considered and such other information as would inform the public of the nature of the business being conducted, the President directed the Village Clerk to call the roll for a vote upon the motion to adopt said ordinance. Upon the roll being called the following Trustees voted: AYE: NAY: and the following voted: The President then declared the motion carried and said ordinance adopted, approved the same in open meeting and directed the Village Clerk to record the same in full in the records of the President and Board of Trustees of the Village of Morton Grove, Cook County, Illinois, which was done. Other business not pertinent to the adoption of said ordinance was duly transacted at the meeting. Upon motion being duly made, seconded and carried, the meeting was adjourned. SMRH:4820-3914-5625.1 -46- Eileen Scanlon Harford, Village Clerk STATE OF ILLINOIS ) ss COUNTY OF COOK CERTIFICATION OF ORDINANCE, MINUTES AND PUBLICATION IN PAMPHLET FORM I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Morton Grove, Cook County, Illinois (the "Village"), and that as such official I am the keeper of the records and files of the President and Board of Trustees of the Village (the "Corporate Authorities"). I do further certify that the foregoing is a full, true and complete transcript of that portion of the minutes of the meeting of the Corporate Authorities held on the 26th day of August 2019, insofar as same relates to the adoption of an ordinance entitled: AN ORDINANCE of the Village of Morton Grove, Cook County, Illinois, providing for the issuance of a not to exceed Maximum Principal Amount Junior Lien Tax Increment Revenue Note (Sawmill Station Redevelopment Project), Series 2019, and pledging certain incremental property and sales tax revenues to the payment thereof. (the "Ordinance"), a true, correct and complete copy of which Ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Corporate Authorities on the adoption of the Ordinance were conducted openly, that the vote on the adoption of said ordinance was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all of the news media requesting such notice; that an agenda for said meeting (the "Agenda") was posted at the location where said meeting was held and at the principal office of the Corporate Authorities on a day which was not a Saturday, Sunday or legal holiday for Illinois municipalities and not less than 48 hours in advance of holding said meeting; that the Agenda described or made specific reference to the Ordinance; that a true, correct and complete copy of the agenda as so posted is attached hereto; that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and that the Corporate Authorities have complied with all of the provisions of said Act and the Illinois Municipal Code, as amended, except as said Act and said Code may be validly superseded by the home rule powers of the Village, and with all of the procedural rules of the Corporate Authorities. I do further certify that the Ordinance was published by authority of the Corporate Authorities in pamphlet form at 8:00 p.m. on the 27th day of August 2019, and the Ordinance as so published was on said date readily available for public inspection and distribution, in sufficient number to meet the needs of the general public, at my office as Village Clerk located in the Village. SMRH:4820-3914-5625.1 -47- IN WITNESS WHEREOF, I have hereunto affixed my official signature and the seal of the Village, this 27th day of August 2019. [SEAL] SMRH:4820-3914-5625.1 -48- Eileen Scanlon Harford, Village Clerk Legislative Summary Resolution 19-31 AUTHORIZING THE ANNUAL VETERANS DAY PARADE Introduced: Synopsis: Purpose: Background: Programs, Departments or Groups Affected Fiscal Impact: Source of Funds: Workload Impact: Administrator Recommendation: First Reading: Special Considerations or Requirements: Respectfully submitted: August 12, 2019 This resolution will authorize the 2019 Veterans Day Parade to cross Dempster Street at Georgiana, Georgiana to Crain, east on Crain to School. South on School to Lincoln, west on Lincoln to the Morton Grove Public Library and back, from 1:30 pm to 2:30 pm on Sunday, November 10, 2019, which will require the closing of Dempster Street, Route 58, either partially or completely at Georgiana Avenue. The Illinois Department of Transportation requires the Village adopt a resolution approving the closing of Dempster Street. The resolution also authorizes the Village Engineer to file an application through the Illinois Department of Transportation for the closing of Dempster Street, Route 58, from 1:00 pm to 3:00 pm on Sunday, November 10, 2019, for the Annual Veteran's Day Parade. The Village of Morton Grove has been conducting Veterans Day Parades for a long time and each year a resolution of this nature is developed authorizing the parade and assuming responsibility for the direction, protection, and regulation of traffic during the time the detour is in effect and all liabilities for damages of any kind occasioned by the closing of said state route. It is further agreed efficient all-weather detours will be maintained and continuously marked and jurisdictionally police patrolled for the benefit of the traffic deviated from the state route. Public Works—Placement of barricades and directional information Police Department—Enforcement and traffic control Overtime associated with above activities General Fund dollars will be used to support the manpower and equipment costs All Village Departments will provide their usual support for this activity Approval None required None Prepared by: E. C�grwinski, pillage Administrator Reviewed by: it f Joseph Dahm, ublic Works Director Teresa Hoffman to , Corporation Counsel Resolution 19-31 AUTHORIZING THE ANNUAL VETERANS DAY PARADE WHEREAS, Morton Grove Post 134 of the American Legion of the Village of Morton Grove desires to hold their annual VETERANS DAY PARADE by crossing Dempster Street, Route 58, at Georgiana, and will proceed down Georgiana to Crain, east on Crain to School, south on School to Lincoln, west on Lincoln to the Morton Grove Public Library and back from 1:00 p.m. to 3:00 p.m., on Sunday, November 10, 2019; and WHEREAS, said parade will require the closing of Dempster Street, Route 58, either partially or completely between Fernald Avenue and Austin Avenue; and WHEREAS, the State of Illinois requires the Village of Morton Grove to assume all responsibility and liability involved in the closing of said highway. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth therein thereby making the findings as hereinabove set forth. SECTION 2: Said Village will assume full responsibility for the direction, protection and regulation of traffic during the time the detour is in effect and all liabilities for damages of any kind occasioned by the closing of said State route. It is further agreed that efficient all weather detours will be maintained, conspicuously marked and judiciously police patrolled for the benefit of traffic deviated from the State route. SECTION 3: This Resolution shall be in full force and effect upon its passage and approval. PASSED THIS 12th day of August 2019 Trustee Grear Trustee Minx Trustee Ramos Trustee Thill Trustee Travis Trustee Witko APPROVED BY ME THIS 12th day of August 2019 Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois ATTESTED AND FILED in my office This 13th day of August 2019. Eileen Scanlon Harford, Village Clerk Village of Morton Grove Cook County, Illinois Legislative Summary Resolution 19-32 AUTHORIZING THE EXECUTION OF A CONTRACT WITH HAYES MECHANICAL FOR THE MAINTENANCE OF HEATING AND AIR CONDITIONING EQUIPMENT Introduced: Purpose: Background: Programs, Departs or Groups Affected Fiscal Impact: Source of Funds: Workload Impact: Admin Recommend: Second Reading: Special Consideration: Respectfully submitted: Ralph E. Czerwinski illage Administrator Prepared by: j, �4,607 ill Burns, Maintenance Supervisor August 12, 2019 To extend the current contract for the maintenance of HVAC equipment at various Village owed buildings in order to ensure the efficient operation of heating and cooling equipment in all Village owned buildings. Hayes Mechanical has been the Village's HVAC service provider since July 1, 2011. The Village Hall/Police Station boiler is now 65 years old. Additionally, the condensing units and pneumatic systems are approaching 40 years old and replacement parts are difficult to obtain. Hayes Mechanical has developed an expertise for this equipment not readily available in the marketplace and can usually diagnose and repair the equipment in an expedited and efficient manner. With much of the equipment being far past its life expectancy, Hayes has been able to retrofit and provide modifications to keep the equipment running. The current contract between Hayes Mechanical and the Village will expire on August 31, 2019. The Village Administrator has deemed Hayes Mechanical to be a Sole Source Vendor pursuant to Title 1-9A-4 of the Village Code and has asked that its contract be extended for one year without undertaking a competitive bidding process and Public Works recommends the Village extend the agreement for a term of one year, to August 31, 2020. All Village Departments. $23,748.00 for the base contract (Same contract price since 2015) with a $130.50 hourly rate for service outside the maintenance agreement which is $3.50 more per hour than in 2018 for an anticipated increase of no more than $1,000. General Fund Account # 028024-554130 The implementation of this service is done as part of the normal operations of the Public Works and Finance Departments. Approval as presented. Not required. Approval as a Sole Source Vendor ie ed by: eph .. "bah Reviewed by: rect.r of Public orks Teresa Ho man Liston, Corporation counsel Resolution 19-32 . AUTHORIZING THE EXTENSION OF A CONTRACT WITH HAYES MECHANICAL, FOR MAINTENACE OF HEATING AND AIR CONDITIONING EQUIPMENT WHEREAS, the Village of Morton Grove (Village), located in Cook County, Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, on July 1, 2011 the Village entered into contract for the maintenance of all Village owned heating and air conditioning equipment with Hayes Mechanical of Chicago, Illinois; and WHEREAS, the contract with Hayes Mechanical will expire on August 31, 2019; and WHEREAS, Hayes Mechanical is willing to extend the contract for an additional term of one (1) year, ending on August 31, 2020, with the same base contract price since 2015 of $23,748.00 for planned maintenance and a $3.50 per hour increase in the hourly rate for services outside of the maintenance agreement; and WHEREAS, the Village of Morton Grove is satisfied with the quality of work performed by Hayes Mechanical whose technicians have become uniquely familiar with the challenges inherent in servicing the Village's HVAC equipment, much of which is obsolete due to its age. It should be noted, the Village Hall/Police Station boiler is now 65 years old. Additionally, the condensing units and pneumatic systems are approaching 40 years old and replacement parts are difficult to obtain. Hayes Mechanical's familiarity and knowledge of the unique equipment present in the Village's facilities lends to expedited diagnoses and efficient repairs. Hayes continues to keep equipment operational that is far beyond its life expectancy by utilizing retrofitted parts and various modifications; and WHEREAS, the Village Administrator deems Hayes Mechanical to be a Sole Source Vendor pursuant to Title 1, Chapter 9A, Section 4.B.1 of the Village's Municipal Code which provides an exception to the Village's competitive bidding procedures for vendors who provide a unique service not reasonably available in a competitive market; and WHEREAS, it is in the best interest of the Village of Morton Grove to extend the contract for an additional year with Hayes Mechanical at the contract price of $23,748.00 NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, AND ILLINOIS AS FOLLOWS: Section 1. The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth therein thereby making the findings as hereinabove set forth. Section 2. That only the company listed and described in this Resolution for the maintenance of heating and air conditioning equipment be approved in this Resolution. Section 3. The Public Works Director of the Village of Morton Grove is hereby authorized to execute a contract with Hayes Mechanical, 5959 South Harlem Ave., Chicago, Illinois 60638. Section 4: This Resolutions shall be in full force and effect upon its passage and approval. PASSED this 12th day of August 2019. Trustee Grear Trustee Minx Trustee Ramos Trustee Travis Trustee Thill Trustee Witko APPROVED by me this 12th day of August 2019. Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois APPROVED and FILED in my office this 13th day of August 2019. Eileen Scanlon Harford, Village Clerk Village of Morton Grove Cook County, Illinois Legislative Summary Resolution 19-33 AUTHORIZING THE EXECUTION OF A CONTRACT WITH HOERR CONSTRUCTION, INC. FOR THE 2019 SEWER LINING PROGRAM Introduced: Purpose: Background: Programs, Departments or Groups Affected Fiscal Impact: Source of Funds: Workload Impact: Administrator Recommend: Second Reading: Special Considerations or Requirements: Respectfully submitted: ph E. Czerwinsk August 12, 2019 To authorize the Village President to execute and the Village Clerk to attest to a contract with Hoerr Construction, Inc. for the 2019 Sewer Lining Program. The Village has an annual program, dependent on funding appropriations, to perform sewer lining in order to maintain the flow capacity of the Village's sewer pipe infrastructure. This contract was bid through a public process in accordance with the Village Code. The contract was advertised and sealed bids were received (see Exhibit "A"). This contract must conform to the requirements of the Prevailing Wage Act. The low bidder is Hoerr Construction from Goodfield, Illinois with a bid amount of $247,770.00. The budgeted amount is $220,000. The low bid amount is $35,204 more than the engineer's estimate of cost and $27,770 more than the budgeted amount. The qualifications of Hoerr Construction were found to be acceptable. The contract documents include a provision allowing the 'Village to decrease the amount of work included in the contract and Hoerr Construction is agreeable to doing so. A practical decrease of the length of sewers to be lined results in an adjusted contract amount of $218,538.00. Public Works Department. The estimated contract value is $218,538.00. Since this is a unit price contract, the final contract amount will be based on the actual quantity of work performed. Account #405034-552290 Sewer Lining and Replacement The implementation of the program is done as part of the normal operations of the Public Works Department. Approval as presented. Not required. None. Y > Prepared by: ---- Revie. d By age Administrator J'Keph � `. Director Pu. is Works Chris Tomich, Village Engineer Reviewed by: Teresa Hoffman i on. Corporation Counsel Resolution 19-33 AUTHORIZING THE EXECUTION OF A CONTRACT WITH HOERR CONSTRUCTION, INC. FOR THE 2019 SEWER LINING PROGRAM WHEREAS, the Village of Morton Grove (Village), located in Cook County, Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, a sewer lining program is a cost effective way to maintain the flow capacity of the Village's sewer pipe infrastructure; and WHEREAS, the Public Works Department advertised on the Village's website beginning April 29, 2019, inviting bids on the "2019 Sewer Lining Program"; and WHEREAS, this contract must conform to the requirements of the Prevailing Wage Act; and WHEREAS, nineteen entities, contractors, or suppliers obtained the bidding materials; and WHEREAS, three bids were received, publicly opened and read at the Public Works Facility at 10:00 a.m. on Wednesday, May 22, 2019, with the tabulation of bids included in Exhibit "A"; and WHEREAS, Hoerr Construction, Inc. of Goodfield, Illinois is the low bidder with a bid amount of $247,770.00; and WHEREAS, Hoerr Construction, Inc. successfully completed the 2018 Sewer Lining Program; and WHEREAS, the low bid amount is $35,204 more than the engineer's estimate of cost and $27,770 more than the budgeted amount; and WHEREAS, the contract documents include a provision allowing the Village to decrease the amount of work included in the contract; and WHEREAS, Hoerr Construction, Inc. is agreeable to decreasing the amount of work in the contract; and WHEREAS, a practical decrease of the length of sewers to be lined results in an adjusted contract amount of $218,538.00; and WHEREAS, funding for the above work in the amount of $220,000 is included in the Village of Morton Grove 2018 Adopted Budget as account number 405034-552290, Sewer Lining and Replacement. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: Section 1. The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth therein thereby making the findings as hereinabove set forth. Section 2. The Corporate Authorities accept the bid of Hoerr Construction, Inc. in the amount of $247,770.00. Section 3. The Corporate Authorities accept the recommendation of the Public Works Department to decrease the length of sewers to be lined in the 2019 Sewer Lining Program. Section 4. The Village President is hereby authorized to execute and the Village Clerk is hereby authorized to attest to a contract with Hoerr Construction, Inc., 1416 County Road 200 N, Goodfield, Illinois, based upon their bid for the "2019 Sewer Lining Program" and the decreased length of sewers to be lined for an adjusted contract amount of $218,538.00. Section 5. The Village Administrator and the Director of Public Works and/or their designees are authorized to take all steps necessary to implement, supervise, and manage this contract. Section 6. This Resolution shall be in full force and effect upon its passage and approval. PASSED THIS 12th DAY OF August 2019 Trustee Grear Trustee Minx Trustee Ramos Trustee Thill Trustee Travis Trustee Witko APPROVED BY ME THIS 12th DAY OF August 2019 ATTESTED and FILED in my office This 13th DAY OF August 2019 Eileen Scanlon Harford, Village Clerk Village of Morton Grove Cook County, Illinois Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois EXHIBIT "A" ITEM COST 0 rn trc r P tt- 0 ct K UNIT COST rti en 69 114 w 1-2 44 8 1.4 w 00 CA 0 101Q W ITEM COST 0 rn 0 0 oe CA 0 CC UNIT COST 0 0 0' en 0 0 to 4, ITEM COST of ri tett w 0 a rn 0 rn UNIT COST ra N 4, 0 011 act 69 0 ry c 01 Engineer's Estimate ITEM COST 0 O 00 O O 0 O UNIT COST O O en CA Os 0 a -44 1.4 Z_ 4. LL LL Lo PAY ITEM DESCRIPTION Cured -In -Place Pipe (CIPP) Sanitary Sewer, 8" Cured -In -Place Pipe (CIPP) Sanitary S n -Place Pipe (CIPP) Combined Sewer, 12" 0 Reinstating Service Laterals Protruding Tap Removal w at CORRECTED TOTAL PROPOSAL AMOUNT H 0 0 0 6 Legislative Summary Resolution 19-34 AUTHORIZING THE EXECUTION OF A CONTRACT WITH MIDWESCO MECHANICAL & ENERGY, LLC, TO REPLACE FIVE (5) ROOF TOP UNITS AND THERMOSTAT CONTROLS AT THE CIVIC CENTER 6140 DEMPSTER STREET Introduced: Purpose: Background: Programs, Departments or Groups Affected Fiscal Impact: Source of Funds: Workload Impact: Administrator Recommendation: Second Reading: Special Considerations or Requirements: August 12, 2019 To execute a contract with Midwesco Mechanical & Energy, LLC to furnish and install HVAC equipment and controls at the Civic Center. These units will supply both heating and cooling. The five existing roof top units were installed in 2001. During recent years these roof top units have experienced increased failures resulting in additional maintenance to keep them operational. Due to the age of the roof top units, which are past their useful life expectancy and the Civic Center's status as a warming/cooling center for the Village, replacement of these roof top units is necessary to maintain a reliable interior climate at the Civic Center. Public Works, Civic Center The estimated value of the equipment is $64,500. General Funds # 028024-571032 Capital Improvements in the amount of $64,500. The Public Works Department, Building Division, as part of their normal Work activities will manage the project. It is anticipated the Civic Center will experience temporary interruptions to their daily operations on the primary installation day. Approval as presented. Not required. None. Respectfully submitted: Ralph E. ze dministrator Reviewed By Prepared by: Reviewed by: Bill Burns, Facilities, Procurement, Safety Manager Teres oe Dahm, Director Public Works n, Corporation Counsel RESOLUTION 19-34 AUTHORIZING THE EXECUTION OF A CONTRACT WITH MIDWESCO MECHANICAL & ENERGY, LLC, TO REPLACE FIVE (5) ROOF TOP UNITS AND THERMOSTAT CONTROLS AT THE CIVIC CENTER 6140 DEMPSTER STREET WHEREAS, the Village of Morton Grove (Village), located in Cook County, Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; WHEREAS, five (5) existing roof top heating/cooling units located at the Civic Center were installed in 2001 and over the last four years have experienced increased failures resulting in additional maintenance costs to keep them operational; and WHEREAS, staff determined the roof top units have reached the end of their useful life and will need to be replaced in order to provide the Civic Center with reliable and efficient interior climate control; and WHEREAS, staff investigated incentives for energy efficient rebates; and WHEREAS, contractors were made aware in the bidding documents of incentives that exist, through the ComEd Small Facilities Energy Efficiency Program; and WHEREAS, the Department of Public Works advertised on July 19, 2019, an invitation to bid to replace five (5) existing roof top units and thermostat controls at the Civic Center, 6140 Dempster Street with five (5) new high efficiency roof top units with Pelican Wireless controls; and WHEREAS, eighteen (18) contractors requested the bidding packets which included opportunities to apply ComEd incentives to the project; and WHEREAS, six (6) contractors submitted sealed bids that were publicly opened and read at the Department of Public Works at 10:OOam on Wednesday, August 7, 2019, with bid results attached in Exhibit "A"; and WHEREAS, all bid proposals were reviewed in detail to evaluate each company's proposed scope of service with the requirements of the bid packet; and WHEREAS, as a result of the bid evaluation it was determined the lowest qualified bidder that met all of the bid requirements is Midwesco Mechanical & Energy, LLC; and WHEREAS, Midwesco Mechanical & Energy has satisfactorily performed the replacement of roof top units for several nearby communities and has the expertise and staff to complete the work included in the bid specification. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth therein thereby making the findings as hereinabove set forth. SECTION 2: The Corporate Authorities accept the bid of Midwesco Mechanical & Energy, LLC in the amount of $64,500.00. SECTION 3: The Village President of the Village of Morton Grove is hereby authorized to execute and the Village Clerk to attest to a contract with Midwesco Mechanical & Energy, LLC, 200 East Howard Avenue, Suite 202, Des Plaines, Illinois 60018, based upon their bid for "Replacement of Five (5) Rooftop Units and Thermostat Controls at the Civic Center, 6140 Dempster Street" in the amount of $64,500.00. SECTION 4: The Director of Public Works and/or his designee is hereby authorized to execute, and take all steps necessary to implement and enforce the agreements. SECTION 5: This resolution shall be in full force and effect from and after its passage and approval. PASSED THIS 12th DAY OF AUGUST 2019. Trustee Grear Trustee Minx Trustee Ramos Trustee Thill Trustee Travis Trustee Witko APPROVED BY ME THIS 12th DAY OF AUGUST 2019. Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois ATTESTED AND FILED in my office This 13th DAY OF AUGUST 2019. Eileen Scanlon Harford, Village Clerk Village of Morton Grove Cook County, Illinois EXHIBIT "A" 2019, 10:OOam ENGINEER'S ESTIMATE $65,000.00 LUMP SUM PRICE O O O oo O O W 00 W 4 69 O O O 0 M O BIDDER CITY, STATE, ZIP ALSIP, ILLINOIS 60803-3402 WOODSTOCK, ILLINOIS 60098 MORTON GROVE, ILLINOIS 60053 INOIS 60638 NORTHBROOK, ILLINOIS 60062 DES PLAINES, ILLINOIS 60018 11950 SOUTH CENTRAL AVENU 1513 LANB ROAD 6340 OAKTON STREET 5959 SOUTH HARLEM AVENUE 2265 CARLSON DRIVE 200 E. HOWARD AVE. SUITE 202 BID U J -J Y 0 uJ W Z W 4 J a 0 Z Q U W O 0 U p co o 3 O o m c v J v o mQE o :a - m 0 a