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R-21-28VILLAGE OF DEERFIELD RESOLUTION NO. R-21-28 A RESOLUTION APPROVING AN UPDATED DEVELOPMENT AGREEMENT (10 Deerfield Road — Zion Woods) WHEREAS, Zion Lutheran Evangelical Church ("Owner's is the record owner of that certain parcel of real property commonly known as 10 Deerfield Road, Deerfield, Cook County, Illinois ("Property's; and WHEREAS, the Owner intends to convey the Property to Brinshore Development LLC, an Illinois limited liability company (`Brinshore'), and Housing Opportunity Development Corporation, an Illinois not -for -profit corporation ("IIDOC'�, to redevelop the Property as a planned residential development, and upon completion, manage the Property for affordable housing purposes (Brinshore, and HDOC are, collectively, the "Applicant'); and WHEREAS, on January 19, 2021, the Village Board adopted Ordinance No. 0-21-04, granting for the Property: (i) approval of a special use permit for a Planned Residential Development; (ii) approval of a Final Development Plan for the Property; (iii) a zoning exception from 12.02-H.3 of the Zoning Ordinance; and (iv) zoning exceptions from 9.02-A.6 of the Zoning Ordinance (collectively, the "Final Approvals'); and WHEREAS, the Final Approvals require the Village and Applicant to enter into a development agreement governing the use and development of the Property; and WHEREAS, on January 19, 2021, the Village Board adopted Resolution No. R-21-01 ("Prior Resolution', approving a Development Agreement by and between the Village and Applicant ("Initial Development Agreement'); and WHEREAS, the Initial Development Agreement contemplated that Owner would continue to hold title to the Property and Applicant would develop and manage the Property pursuant to a long-term ground lease; and WHEREAS, Applicant now intends to acquire the Property from Owner instead of entering into a long-term ground lease; and WHEREAS, the Initial Development Agreement was never executed or recorded; and WHEREAS, it is in the best interest of the Village to enter into a development agreement with the Applicant ("Development Agreement') that reflects the correct terms of title, ownership, and management of the Property; and WHEREAS, the Village Board has determined that repealing the Prior Resolution and entering into the Development Agreement with the Applicant will serve and be in the best interest of the Village; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows: {00121859.31 SECTION ONE: RECITALS. The foregoing recitals are incorporated into, and made a part of, this Resolution as findings of the Village Board. SECTION TWO: APPROVAL OF DEVELOPMENT AGREEMENT. The Development Agreement by and between the Village and the Applicant is hereby approved in substantially the form attached to this Resolution as Exhibit A, and in a final form to be approved by the Village Manager and the Village Attorney. SECTION THREE: EXECUTION OF DEVELOPMENT AGREEMENT. The Village Mayor and the Village Clerk are hereby authorized and directed to execute and attest, on behalf of the Village, the Development Agreement upon receipt by the Village Clerk of at least one original copy of the Development Agreement executed by the Applicant; provided, however, that if the executed copy of the Development Agreement is not received by the Village Clerk within 30 days after the effective date of this Resolution, then this authority to execute and attest will, at the option of the Village Board, be null and void. SECTION FOUR: REPEALER. The Prior Resolution is hereby repealed and as of the effective date of this Resolution, is of no further force and effect. SECTION FIVE: EFFECTIVE DATE. This Resolution will be in full force and effect upon its passage and approval by a majority of the members of the Village Board. PASSED this 16th day of August . 2021. AYES: Benton, Jacoby, Jester, Metts-Childers, Oppenheim, Seiden NAYS: None ABSENT: None ABSTENTION: None APPROVED by me this 17th day ofAugust2021. L4-, �-� Daniel C. Shapiro, Village Mayor AT T T: Kent . Street, Villge Clerk 100121859.31 OTHIS DOCUMENT PREPARED BY AND AFTER RECORDING RETURN TO* Benjamin Schuster Elrod Friedman LLP 325 N. LaSalle Street Suite 450 Chicago, IL 60654 (0o4LtS3 �L[ - {00116966.9) SDF comments 6/16/21 111212021 Version I IIIIIII llllll III Illll IIIII Illil IIIII IIIII IIIII IIIII IIIII lilll fllll hill IIII Illl Imape# 061631130077 Type: AGR Recorded: 12/10/2021 at 12:06:22 PM Receipt#: 2021-00103020 Pape 1 of 77 Fees: $60.00 IL Rental Housing Fund: $9.00 Lake County IL Recorder Mary Ellen Vanderventer Recorder File7852894 Above Space For Recorder's Use only DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF DEERFIELD, BRINSHORE DEVELOPMENT LLC, AND HOUSING OPPORTUNITY DEVELOPMENT CORPORATION (10 DEERFIELD ROAD — ZION. /WOODS MULTI -FAMILY HOUSING) DATED AS OF NOVe 4& Z � , 2021 111212021 Version DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF DEERFIELD, BRINSHORE DEVELOPMENT LLC, AND HOUSING 0PPORTUNITY-DEVELOP MENT CORPORATION (10 DEERFIELD ROAD — ZION WOODS MULTI -FAMILY HOUSING) DATED AS OF M V -6` 2- 3 , 2021 THIS DEVELOPMENT AGREEMENT ("Agreement's is made as of the Z?F,� day of aO�/Q�� , 2021, by and between the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Village"), BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company ("Brinshore"), and HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation ("HODC') (HODC and Brinshore are, collectively, the "Developer" }, IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in this Agreement, and pursuant to the Village's home rule powers, the parties hereto agree as follows: SECTION 1. RECITALS. A. The Village is an Illinois home rule municipal corporation subject to the provisions of Section 6 of Article VI I of the Illinois Constitution. B. The Property is an approximately 8.51 acre property located at the address commonly and collectively known as 10 Deerfield Road. C. The Property was located in the R-1 Single Family Zoning District. D. The Property is owned by Zion Lutheran Evangelical Church, an Illinois not -for - profit corporation ("Owne►") which operates a church on the Property and has consented to the execution and recordation of this Agreement. E. The Owner shall convey the Property to the Developer to be redeveloped as described in this Agreement. F. The Property is currently improved with a one-story brick building occupied and operated by the Owner with a church and school ("Church"), as well as a one and one half story brick and frame residence used as a parsonage ("Parsonage"). G. Developer desires to demolish the Parsonage and develop two multi -family apartment buildings on the Property ("Development"). H. In connection with the Development of the Property, Developer filed applications with the Village seeking relief from the Zoning Ordinance including (i) rezoning of the Property from the R-1 Single Family Residential District to the R-5 General Residence District, (ii) approval (00116966.9) 111212021 Version of a Residential Planned Unit Development with Necessary Exemptions and (iii) an amendment to the Comprehensive Plan Future Land Use Map (collectively, "Requested Relief'). I. A public hearing was held by the Village Plan Commission on June 28, 2018 to consider approval of the Preliminary Planned Unit Development Plan for Proposed Development on the Property and recommended that the Board approve such relief. J. On August 20, 2018, the Corporate Authorities approved the Preliminary Planned Unit Development Plan for the Development. K. A public meeting was held by the Plan Commission on October 8, 2020, to consider whether the Final Planned Unit Development Plan was in substantial conformance with the Preliminary Planned Unit Development Plan. On October 8, 2020, the Plan Commission certified to the Corporate Authorities that the Final Planned Unit Development Plan was in substantial conformance with the Preliminary Planned Unit Development Plan. L. On January 19, 2021, the Corporate Authorities adopted the Planned Unit Development Ordinance approving the Development and the Development Approvals, effective upon the execution of this Agreement. M. The Corporate Authorities, after due and careful consideration, have concluded that the development and use of the Property pursuant to and in accordance with this Agreement would further enable the Village to control the development of the area and would serve the best interests of the Village. N. The Village desires that the Property be developed and used only in compliance with this Agreement and the Development Approvals. SECTION 2. DEFINITIONS, RULES OF CONSTRUCTION. A. Definitions. Whenever used in this Agreement, the following terms have the following meanings unless a different meaning is required by the context. All capitalized words and phrases throughout this Agreement have the meanings set forth in the preamble above and in this Section and the other provisions of this Agreement. If a word or phrase is not specifically defined in this Agreement, it has the meaning ascribed to it in the Village Code, Zoning Ordinance, or Subdivision Code. "Apartment Bur/dings": The two multi -family apartment buildings proposed to be constructed on the Property as part of the Development. "Building Code": Chapter 6 of the Village Code and all international and model codes adopted therein. "Comprehensive Plan Ordinance": Ordinance No. 0-21-02, adopted by the Corporate Authorities, as may be amended, amending the Village of Deerfield Comprehensive Plan's Future Land Use Map to re -designate the Property's land use from institutional to multi -family residential. "Corporate Authorities": The Mayor and Board of Trustees of the Village. "Development Approvals": Collectively, the Planned Unit Development Ordinance, Comprehensive Plan Ordinance, and Rezoning Ordinance. (00116966.9) 2 111212021 Version "Development Code": The Development Code of the Village of Deerfield, as amended. "Effective Date": The date set forth in the first.paragraph of page one of this Agreement. "Elevations": Those certain "Exterior Elevations" prepared by Eckenhoff Saunders Architects, consisting of two sheets labeled A3.0 and A3.1, with a latest revision date of September 30, 2020, a copy of which is attached to this Agreement as Exhibit B-5. "Events of Default", Defined in Section 13.A of this Agreement with respect to Developer and in Section 13.B of this Agreement with respect to the Village. "Evidence of Conveyance Date": The date on which the Village Clerk receives evidence, in the form of an executed, effective, and recorded Deed, that the Owner has conveyed the Land to the Developer for the purpose of constructing and operating the Development on the Property. "Final Development Plan" Collectively, those plans and specifications for the Development as approved and defined in Section 3 of the Planned Unit Development Ordinance, as may be amended pursuant to Section 16.M of this Agreement. "Final Engineering Plan": Those certain "Zion Woods Multi -Family Housing Engineering Plans" prepared by the V3 Companies, consisting of 14 sheets, with sheets that have a latest revision date of January 12, 2021, a copy of which is attached to this Agreement as ExhibitB-2. "Final Landscape Plan": Those certain "Zion Church Landscape Plans" prepared by Daniel Weibach & Partners, Ltd., consisting of two sheets labeled L1.01 and L1.02, with a latest revision date of December 18, 2020, a copy of which is attached to this Agreement as Exhibit 8- 3. "Floor Plans": Those certain "Floor Plans" prepared by Eckenhoff Saunders Architects, consisting of five sheets labeled A1.0 through A1.4, with a latest revision date of September 30, 2020, a copy of which is attached to this Agreement as Exhibit B-6. "Impact Fee Ordinance": Village Ordinance No. 0-93-48. "Improvements": The on -site and off -site improvements to be made in connection with the development of the Property, as provided in Section 4 of this Agreement, including, without limitation, the Public Improvements and the landscaping to be installed pursuant to the Final Development Plan, but specifically excluding the Apartment Buildings to be constructed on the Property. "Letter of Credit": The specific form of performance security required by Section 9.A of this Agreement, and a form of which is included as Exhibit C to this Agreement. "Maintenance Guarantee": Defined in Section 9.0 of this Agreement. "Parties": The Village, Brinshore, and HODC, collectively. "Person": Any corporation, partnership, individual, joint venture, limited liability company, trust, estate, association, business, enterprise, proprietorship, governmental body or any bureau, department or agency thereof, or other legal entity of any kind, either public or private, and any (00116966.9) 3 111212021 Version legal successor, agent, representative, authorized assign, or fiduciary acting on behalf of any of the above. "Photometric Plan": Those certain "Site Photometrics" prepared by RTM Engineering Consultants, consisting of one sheet, with a latest revision date of September 30, 2020, a copy of which is attached to this Agreement as Exhibit B-7. "Plan Commission": The Plan Commission of the Village, established by Division 6 of Article 11 of Chapter 2 of the Village Code. "Planned Unit Development Ordinance": Ordinance No. 0-21-04, adopted by the Corporate Authorities, as may be amended, approving for the Property: (i) a special use for a planned residential development; (ii) the Final Development Plan for the Property; and (iii) certain zoning exceptions within the approved planned development. "Property": That certain tract of land, consisting of approximately 8.51 acres, located at the address commonly and collectively known as 10 Deerfield Road, in Deerfield, Illinois and legally described in Exhibit A attached to this Agreement. "Public Improvements": Those Improvements that will be dedicated to, and accepted by, the Village. "Requirements of Law": All applicable federal, state and Village laws, statutes, codes, ordinances, resolutions, rules, and regulations. "Rezoning Ordinance": Ordinance No. 0-21-03, adopted by the Corporate Authorities rezoning the Property from the R-1 Single Family Residential District to the R-5 General Residence District. "Si_gnape Plan": That certain "Exterior Signage" plan prepared by Eckenhoff Saunders Architects, consisting of one sheet labeled AS1.2 , with a latest revision date of September 30, 2020, a copy of which is attached as Exhibit B-8. "Site Plan": That certain "Site Plan" prepared by Eckenhoff Saunders Architects consisting of one sheet labeled AS1.0, with a latest revision date of October 28, 2020, a copy of which is attached to this Agreement as Exhibit B-1. "Site Restoration": Site restoration and modification activities to establish a park -like setting suitable for passive outdoor recreational activities, including without limitation, demolition of partially constructed improvements and structures, regrading, erosion control, and installation of sod or seeding. "Standards Manual": The "Deerfield Standards and Specifications Manual," as amended. "Stormwater Improvements": The following specific Improvements, as depicted on the Final Engineering Plan: stormwater detention and compensatory storage basins, and private storm sewers, related equipment, appurtenances, structures, swales, and storm drainage areas installed and maintained on the Property to ensure adequate storm water drainage and management and to collect and direct storm water into the North Branch of the Chicago River . {00116966.9) 4 111212021 Version "Structure": Anything constructed or erected which requires location on the ground or is attached to something having location on the ground. The term "structure" shall include buildings, but shall not include fences. Structure will in all cases be deemed to include, without limitation, the Apartment Buildings to be constructed on the Property. "Subdivision Code": The Subdivision Code of the Village of Deerfield, as amended_ "Transferee Assumption Agreement": Defined in Section 11.13.4 of this Agreement. "Tree Preservation Ordinance": Article 4 of Chapter 21 of the Village Code. "Tree Preservation Plan": That certain "Tree Preservation Plan" prepared by Daniel Weinbach & Partners, Ltd., consisting of two sheets labeled L0.01 and L0.01A, with a latest revision date of December 18, 2020 a copy of which is attached to this Agreement as Exhibit 8- 4. "Uncontrollable Circumstance": Any of the following events and circumstances that materially change the costs or ability of Developer to carry out its obligations under this Agreement: a. insurrection, riot, civil disturbance, sabotage, act of public enemy, explosion, nuclear incident, or war; b. epidemic or pandemic, hurricane, tornado, landslide, earthquake, lightning, fire, windstorm, other extraordinary weather conditions preventing performance of work, or other similar Act of God; C. governmental condemnation or taking other than by the Village; or d. strikes, lockouts, or labor disputes, other than those caused by the unlawful acts of Developer, its partners, or affiliated entities; or Uncontrollable Circumstance does not include : (i) delays caused by weather conditions, unless the weather conditions are unusually severe or abnormal considering the time of year and the particular location involved; or (ii) economic hardship, impracticability of performance, commercial, economic, or market conditions, or a failure of performance by a contractor of Developer (except as caused by events that are Uncontrollable Circumstances as to such contractor). level. "Vertical Construction": The construction of any portion of a Structure above grade "Vfll cqe Code": Municipal Code of the Village of Deerfield, Illinois (1976), as amended. "Workforce and Accessible Housing Covenant": That certain covenant required to be executed by the Developer and Owner, and recorded against the Property pursuant to Section 6 of this Agreement to ensure the continued use of the Property for the purposes described in this Agreement. "Zoning Ordinance": The Deerfield Zoning Ordinance (1978), as amended. (00116966.9) 5 111212021 Version B. Rules of Construction. 1. Grammatical Usage and Construction. In construing this Agreement, plural terms are to be substituted for singular and singular for plural, in any place in which the context so requires. 2. Headings. The headings, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. 3. Calendar__Days. Unless otherwise provided in this Agreement, any reference in this Agreement to "day" or "days" means calendar days and not business days. If the date for giving of any notice required to be given, or the performance of any obligation, under this Agreement falls on a Saturday, Sunday, or federal holiday, then the notice or obligation may be given or performed on the next business day after that Saturday, Sunday, or federal holiday. 4. Compliance and Conflict_ with Other Requirements. Unless otherwise provided in this Agreement either specifically or in context, in the event of a conflict between or among this Agreement and any plan, document, or Requirement of Law referenced in this Agreement, the plan, document, or Requirement of Law that provides the greatest control and protection for the Village, as determined by the Village Manager, will control. All of the provisions set forth in this Agreement, and all referenced plans, documents, and Requirements of Law are to be interpreted so that the duties and requirements imposed by any one of them are cumulative among all of them, unless otherwise provided in this Agreement either specifically or in context. SECTION 3. DEVELOPMENT, USE, OPERATION AND MAINTENANCE OF THE PROPERTY. A. Development. The Development must consist of the following required elements, all of which were promised by Developer and served as an enticement to the Village to enter into this Agreement: 1. Apartment Buildings: The Developer will construct two multi -family apartment buildings on the Property with the following characteristics: a. Dwellinq Units: 25 dwelling units across two, 2-story buildings containing 12 and 13 units respectively; Mix of one and two story units; 13- one -bedroom units (620 sf), 7- two -bedroom units, and 5- three bedroom units (1,120 sf); and iii. The unit sizes will range from 620 s.f, for a one -bedroom apartment to 1,120 s.f. for a 3-bedroom apartment. Parking: 116 at -grade parking spaces that will serve both the Apartment Buildings and the Church. B. General Use and Development Restrictions. The development, construction, use, operation and maintenance of the Development on the Property, must, except for minor (00116966.9) 6 111212021 Version alterations due to final engineering and site work approved by the Village Engineer or the Director of Community Development, as appropriate, comply, and be in accordance, with the following: 1. this Agreement; 2. the Development Approvals; 3. the Final Development Plan and all individual plans and documents of which it is comprised; 4. the Zoning Ordinance; 5. the Building Code; 6. the Subdivision Code; 7. the Development Code; 8. Standards Manual; and 9. the Requirements of Law. Unless otherwise provided in this Agreement either specifically or in context, in the event of a conflict between or among any of the plans or documents listed as or within items 1 through 8 of this Section 3.B, the interpretative provisions of Section 2.13.4 will prevail. SECTION 4. IMPROVEMENTS. A. Description of Improvements. Developer must, at its sole cost and expense, construct and install all of the Improvements depicted on the Final Engineering Plan and the other components of the Final Development Plan, including, without limitation, the following: 1. Stormwater Improvements; 2. Sanitary sewer mains and service lines; 3. Water mains and service lines; and 4. The landscaping, as depicted in the Final Landscape Plan. B. Design and Construction of the Improvements. 1. General Standards. All Improvements must be designed and constructed pursuant to and in accordance with the Final Development Plan and the Development Approvals, and will be subject to the reasonable written satisfaction of the Village Engineer in accordance with the Village Code, and the Subdivision Code, and the Standards Manual. All work performed on the Improvements must be conducted in a good and workmanlike manner, with due dispatch, and in compliance with the Improvement Construction Schedule, any phasing plan provided pursuant to this Agreement, as well as all permits issued by the Village for construction of the Improvements. All materials used for construction of the Improvements must be new and of first rate quality. 2. Construction Schedule. Prior to commencing any construction of any Public Improvement, or of any part of the Development that will affect existing utilities or roadways, Developer must meet with the Village Engineer, or their or her designee, to develop a mutually- (00116966.9) 7 111212021 Version agreeable schedule for all such construction ("Improvement Construction Schedule"). The meeting must take place not less than two weeks prior to the commencement of any such construction. After the meeting, Developer must prepare and submit minutes of the meeting to the Village Engineer. No construction may occur prior to the approval by the Village Engineer of the meeting minutes and the Improvement Construction Schedule. 3. Contract Terms, Prosecution of the Work. Developer must include in every contract for work on the Improvements terms requiring the contractor to prosecute the work diligently and continuously, in full compliance with, and as required by or pursuant to, this Agreement, the Development Approvals, the Final Development Plan, and the Requirements of Law, until the work is properly completed, and providing that Developer may take over and prosecute the work if the contractor fails to do so in a timely and proper manner. 4. Engineering Services. Developer must provide, at its sole cost and expense, all engineering services for the design and construction of the Improvements, by a professional engineer responsible for overseeing the construction of the Improvements. Developer must promptly provide the Village with the name of a local owner's representative and a telephone number or numbers at which the owner's representative can be reached at all times. 5. Village Inspections and Approvals. All work on the Improvements is subject to inspection and approval by Village representatives at all times. Developer shall provide immediate access to the Property for the purpose of conducting these inspections during regular operating hours and within 12 hours outside of regular operating hours upon notice by the Village. 6. Other Approvals. Where the construction and installation of any Improvement requires the consent, permission, or approval of any third -party public agency or private party, Developer must promptly file all applications, enter into all agreements, post all security, pay all fees and costs, and otherwise take all steps that may be required to obtain the consent, permission, or approval. C. Utilities. 1. Burial of Utilities. Developer must, at its sole cost and expense, cause to be buried all existing and future electric poles and wires on the Property and on rights -of -way immediately adjacent to the Property that exclusively serve the Property in a manner and in locations approved in advance by the Village Engineer. Developer must coordinate and cooperate with all utility companies and owners of neighboring properties as may be necessary to ensure that the burial of utilities required pursuant to this Section 4.C.2 does not unreasonably disrupt utility service to neighboring properties. 2. Connection of Utilities. a. Developer must, at its sole cost and expense, and in accordance with and pursuant to the Final Development Plan, upgrade: (a) all public utility connections servicing the portions of the Property other than the Church; and (b) the connection of all utilities to facilities located on the Property other than the Church. b. No utilities located on the Property may be connected to the sewer and water utilities belonging to the Village except in accordance with the applicable (00116966.9) 8 111212021 Version provisions of the Village Code and upon payment of the connection fees required pursuant to the Village Code. D. Completion of the Improvements. 1. Stormwater Improvements. Upon the completion of the Stormwater Improvements, Developer shall provide the Village a survey or other evidence satisfactory to the Village evidencing that the design volume of the Stormwater Improvements complies with the Final Development Plan and all Requirements of Law. 2. Completion of f Improvements. The Village has the right, but not the obligation, to refuse to issue a final certificate of occupancy for any building or structure located on the Property until the Improvements are completed by Developer and approved by the Village. The foregoing does not preclude the Village's issuance of conditional certificates of occupancy pursuant to the applicable provisions of the Village Code. The issuance of any building permit or certificate of occupancy by the Village at any time prior to completion of all of the Improvements by Developer and approval of the Improvements by the Village will not constitute a waiver of the Village's right to withhold any building permit or certificate of occupancy and will not confer on Developer any right or entitlement to any other building permit or certificate of occupancy. E. Dedication and Maintenance of the Improvements. 1. Final Inspection and Approval of the Improvements. Developer must notify the Village when it believes that any or all of the Improvements have been fully and properly completed and must request final inspection and approval of the Improvement or Improvements by the Village. The notice and request must be given far enough in advance, and in no event with less than one week's advance notice, to allow the Village time to inspect the Improvements and to prepare a punch list of items requiring repair or correction and to allow Developer time to make all required repairs and corrections prior to the scheduled completion date (as may be established pursuant to this Agreement or in the permits issued by the Village for construction of the Improvements). Developer must promptly make all necessary repairs and corrections as specified on the punch list. The Village is not required to approve any portion of the Improvements until: (a) all of the Improvements as may be required pursuant to Section 4.A of this Agreement, including all punch list items, have been fully and properly completed; and (b) the Village Engineer has determined that the specific Improvement has been constructed to completion, in accordance with the Final Development Plan and Requirements of Law. 2. Dedication and Acceptance of Public Improvements. Neither the execution of this Agreement, nor the approval of the Development Approvals, constitutes acceptance by the Village of any Improvements that are depicted as "dedicated" on the on the Final Development Plan, if any. The acceptance of ownership of, and responsibility for, a specific approved Improvement as a Public Improvement may be made only by the Corporate Authorities, and only in compliance with the requirements of the Subdivision Code and Development Code. 3. Transfer of Ownership of the Public Improvements and _Easements to the Village. Upon the approval of, and prior to acceptance of, the Public Improvements to be accepted by the Village pursuant to Section 4.E of this Agreement, Developer must execute, or cause to be executed, all documents as the Village may request to transfer ownership of, or to provide easements in, the Public Improvements to, and to evidence ownership of the Public Improvements by, the Village, free and clear of all liens, claims, encumbrances, and restrictions, unless otherwise approved by the Village in writing. Developer must, at the same time: (a) grant, {00116966.9) 9 111212021 Version or cause to be granted, to the Village all insured easements or other property rights as the Village may require to install, operate, maintain, service, repair, and replace the Public Improvements that have not previously been granted to the Village, free and clear of all liens, claims, encumbrances, and restrictions, unless otherwise approved by the Village in writing; and (b) provide a written estimate of the monetary value of each Public Improvement to be accepted by the Village. 4. Maintenance of Public Improvements. For a period of at least two years following acceptance by the Village of the Public Improvements, Developer must, at its sole cost and expense, maintain the Public Improvements without any modification, except as specifically approved in writing by the Village Engineer, in a first rate condition at all times. Developer hereby guarantees, on its behalf and on behalf of its successors, the prompt and satisfactory correction of all defects and deficiencies in any of the Public Improvements that occur or become evident within two years after acceptance of the Public Improvement by the Village pursuant to this Agreement. In the event the Village Engineer determines, in the Village Engineer's reasonable discretion, that Developer is not adequately maintaining, or has not adequately maintained, any Public Improvement, Developer must, after 10 days' prior written notice from the Village (subject to Uncontrollable Circumstances), correct it or cause it to be corrected. If Developer fails to correct the defect, commence the correction of the defect, or diligently pursue correction of the defect to completion, the Village, after 10 days' prior written notice to Developer, may, but will not be obligated to, enter upon any or all of the Property for the purpose of performing maintenance work on and to such Public Improvement. In the event that the Village causes to be performed any work pursuant to this Section 4.E.4, Developer must, upon demand by the Village, pay the costs of the work to the Village. If Developer fails to pay the costs, the Village will have the right to draw from the Maintenance Guarantee required pursuant to Section 9.B of this Agreement, based on costs actually incurred or on the Village's reasonable estimates of costs to be incurred, an amount of money sufficient to defray the entire cost of the work, including legal fees and administrative expenses. In the event any Public Improvement is repaired or replaced pursuant to this Section 4.E.4, the Village's right to draw upon the Maintenance Guarantee pursuant to Section 9.13 of this Agreement will be extended, as to the repair or replacement, for two full years from the date of the repair or replacement. SECTION 5. DEMOLITION AND CONSTRUCTION OF DEVELOPMENT. A. General Construction and Contracting Requirements. 1. Compliance with Plans and Approvals, The development of the Property must be designed and constructed pursuant to and in accordance with the Final Development Plan and the Development Approvals. All work must be conducted in a good and workmanlike manner and with due dispatch. All materials used for construction on the Property will be in accordance with the specifications for the work to be performed. 2. Contracts for Work on Property. The Developer must include in every contract for work on the Property terms requiring the contractor and its subcontractors to prosecute the work diligently, and in full compliance with, and as required by or pursuant to, this Agreement, the Development Approvals, and the Requirements of Law, until the work is properly completed, and terms providing that the Developer may take over and prosecute the work if the contractor fails to do so in a timely and proper manner. {00116966.9) 10 111212021 Version 3. Village Inspections and Approvals. All work on the Property shall be subject to inspection and approval by Village representatives at all times, subject to safety rules on the Development Site. B. Demolition of Existing Structures. Developer may commence demolition of the Parsonage only after obtaining all necessary demolition permits from the Village and presenting the Village with a plan to mitigate dust, smoke, and other particulates resulting from the demolition. The Developer will conduct all demolition work on the Property in full compliance with the Village's permitted construction work hours regulations. The Developer will remove and dispose of all debris resulting from the demolition of existing structures on the Property in compliance with the Requirements of Law. C. Limits on Vertical Construction. In addition to any other applicable provision of this Agreement and the Requirements of Law, the Developer may not commence any Vertical Construction unless the Village Director of Community Development has (1) received proof of all required FEMA approvals required to construct Structures, and (2) determined that the construction of the following Improvements are complete as required by this Agreement and Requirements of Law: the Stormwater Improvements; and 2. a functional water system that can deliver water to all proposed fire hydrants in the manner required by the Village. D. Diligent Pursuit of Construction. 1. Once commencement of construction is authorized pursuant to this Agreement, the Developer must pursue, or cause to be pursued, all required development, demolition, construction, and installation of structures, buildings, and Improvements on the Property in a diligent and expeditious manner, and in strict compliance with the Village Code and the Requirements of Law. The Developer will conduct all construction work on the Property in full compliance with the Village's permitted construction work hours regulations. 2. The Developer must complete and make ready the Improvements for inspection, approval and, where appropriate, acceptance by the Village pursuant to the construction schedule approved by the Village Director of Community Development as part of the Final Engineering Plan. The Developer may be allowed extensions of time beyond the completion dates set forth in such construction schedule only for unavoidable delay caused by Uncontrollable Circumstances or as may be approved by the Village Manager. E. Construction Traffic. 1. Construction and Traffic Management Plan. Developer must prepare and submit, for review and approval by the Village Director of Community Development, a Construction and Traffic Management Plan ("CTM Plan") for the development of the Property. The CTM Plan will govern (i) the location, storage, and traffic routes for construction equipment and construction vehicles, and (ii) the location of alternative off-street parking during the construction. The Village has no obligation to issue a building permit for any structure or Improvement, and no construction may be commenced with respect to the structure or Improvement, unless and until the Village Director of Community Development has approved, in writing, the CTM Plan. The Village agrees to cause the CTM Plan to be promptly and expeditiously reviewed by the Village Director of Community Development; provided, however, that nothing in (00116966.9) 11 111212021 Version this Agreement is to be deemed or interpreted to require approval of the CTM Plan. The CTM Plan must include, without limitation, the following: a. The schedule and traffic routes for construction traffic accessing the Property; b. The designation of machinery and construction material storage areas on the Property; C. Provisions for the screening of construction areas within the Property; d. The hours of operation and schedule for construction on the Property; e. The location of areas on the Property for the parking of construction vehicles and vehicles operated by construction employees; The location of alternative off-street parking to replace any parking temporarily lost due to construction; and g. The location of temporary and durable off-street parking on the Property for construction employees, which off-street parking must comply with the standards set forth in the Village Code. 2. Designated Routes of Access. The Village reserves the right to designate certain prescribed routes of access to the Property for construction traffic to provide for the protection of pedestrians and to minimize disruption of traffic and damage to paved street surfaces, to the extent practicable; provided, however, that the designated routes must not: (a) be unreasonably or unduly circuitous; nor (b) unreasonably or unduly hinder or obstruct direct and efficient access to the Property for construction traffic. 3. Maintenance of Routes of Access. At all times during the construction of the structures and Improvements, Developer must: (a) keep all routes used for construction traffic free and clear of mud, dirt, debris, obstructions, and hazards; and (b) repair any damage caused by construction traffic. F. Parking, Storm Water Management, and Erosion Control During Construction. During construction of any of the structures or Improvements on the Property, Developer must: 1. Install temporary and durable surface off-street parking on the Property for the parking of construction employee vehicles, as necessary, which off-street parking must comply with the applicable standards set forth in the Village Code, Standards Manual, and Development Code; 2. Install and implement such measures as necessary to temporarily divert or control any heavy accumulation of storm water away from or through the Property in a manner approved in advance by the Village Engineer, which method of diversion must include early installation of storm drains to collect water and convey it to a safe discharge point; and (00116966.9) 12 111212021 Version 3. Install erosion control devices as necessary to prevent silt, dirt and other materials from leaving the site and traveling onto other properties. All installations made pursuant to this Section 5.G must be maintained by Developer until construction of the Development is complete. G. Issuance of Permits and Certificates. 1. General Right to Withhold Permits and Certificates. In addition to every other remedy permitted by law for the enforcement of this Agreement, the Village has the absolute right to withhold the issuance of any building permit or certificate of occupancy for the Property at any time when Developer has failed or refused to meet fully any of its material obligations under, or is in material violation of, or is not in full compliance with, the terms of this Agreement, the Project Approvals, or the Requirements of Law. 2. Pre -Conditions to Issuance of Buildina Permit. The Village will have the right, but not the obligation, to refuse to issue a building permit for any Structure other than any Structures that are required for the construction of the storm sewer systems and sanitary sewer mains to be constructed on the Property prior to the installation by Developer, and approval by the Village Engineer, of all storm sewer systems, sanitary sewer mains, and site grading Improvements on the Property. 3. Completion of Public Roads, Private Driveways, and Parking Areas. No conditional certificate of occupancy or final certificate of occupancy associated with any new Structure to be located on the Property will be issued until the final grading, application of final surface course, and where applicable striping of parking space for the roads, driveways, and parking areas serving the uses within such Structure has been completed. H. Completion of Construction; Site Restoration. 1. Removal of Partially Constructed Structures and Improvements. Subject to Uncontrollable Circumstances, if Developer fails to diligently pursue all demolition and construction as required in, or permitted by, Sections 3, 4, and 5 of this Agreement to completion within the time period prescribed in the building permit or permits issued by the Village for such demolition and construction, as the case may be, and if a perfected application to renew the building permit or permits is not filed within 30 days after the expiration of the permit or permits, Developer must, within 60 days after notice from the Village: (a) remove any partially constructed or partially completed Structures or Improvements from the Property; and (b) perform Site Restoration on that portion of the Property in which Developer has failed to complete all such demolition and construction, all in accordance with plans approved by the Village. 2. Removal and Restoration by Village. In the event Developer fails or refuses to remove any partially completed buildings, structures, and Improvements, or to perform Site Restoration, as required pursuant to Section 5.1-1.1 of this Agreement, the Village will have, and is hereby granted the right, at its option, to: (a) demolish and/or remove any of the partially completed Structures and Improvements from any and all portions of the Property; (b) perform Site Restoration; and/or (c) cause the Structures or Improvements to be completed in accordance with the plans submitted. Developer must fully reimburse the Village for all costs and expenses, including legal and administrative costs, incurred by the Village for such work. If Developer does not so fully reimburse the Village, the Village will have the right to draw from the Performance Security and the Maintenance Guarantee, as described in and provided pursuant to Section 9 of this Agreement, an amount of money sufficient to defray the entire cost of the work, including {00116966.9} 13 111212021 Version legal fees and administrative expenses. If Developer does not so fully reimburse the Village, and the Performance Security and Maintenance Guarantee have no funds remaining in them or are otherwise unavailable to finance such work, then the Village will have the right to place a lien on the Property for all such costs and expenses in the manner provided by law. The rights and remedies provided in this Section 5.H.2 are in addition to, and not in limitation of, any other rights and remedies otherwise available to the Village in this Agreement, at law, and/or in equity. I. As -Built Plans. After completion of construction of any new Structure, Owner must submit to the Village's Principal Planner final "as -built" plans: (1) related to drainage, grading, storm sewer, sanitary sewer and water mains, and associated structures; and (2) for other final construction documents as required and approved by the Director of Public Works and Engineering and the Village Principal Planner. The as -built plans must indicate, without limitation, the amount, in square feet, of impervious surface area on the Property. J. Damage to Public Property. Developer must maintain the Property and all streets, sidewalks, and other public property in and adjacent to the Property in a good and clean condition at all times during the development of the Property and construction of the Development. Further, Developer must: (1) promptly clean all mud, dirt, or debris deposited on any street, sidewalk, or other public property in or adjacent to the Property by Developer or any agent of or contractor hired by, or on behalf of, Developer; and (2) repair any damage that may be caused by the activities of Developer or any agent of or contractor hired by, or on behalf of, Developer. K. Landscaping and Tree Preservation. 1. Landscaping. Prior to the issuance by the Village of a final certificate of occupancy for any Structure on the Property, Developer must install all landscaping on the Property, as depicted on the Final Development Plan, which landscaping must be installed and maintained and in accordance with the following: a. Unless otherwise approved in advance by the Village Engineer, no plant material to be installed on the Property may be purchased or relocated from a location that is not within a 150-mile radius of the Village. b. Developer must, prior to construction, erect fencing satisfactory to the Village Engineer to protect those existing trees located on the Property: (i) designated in the Final Development Plan; and (ii) designated for protection by the Village Engineer. C. No grade alteration or construction may take place within designated tree preservation areas, consistent with the tree fencing plan that must be submitted with Developer's applications for building permits for the Proposed Development. d. All trees, shrubs, plantings, and ornamentals must be healthy, and of the size, height, and species described in the Final Engineering Plans. e. The Village Engineer will have the right to reasonably reject or require replacement of any landscaping that is not in accordance with this Agreement. f. Developer must, and does hereby, guarantee the proper health and survival of all landscaping (new and transplanted) for a period of two years after the date of the installation of such landscaping. g. The final grade of the site must contain a minimum of four to six (00116966.9) 14 111212021 Version inches of topsoil, except as may be approved by the Village Engineer. h. Upon installation, the trees required to be installed and planted pursuant to this Agreement must have the minimum height and diameter as represented on the Final Engineering Plans, and must comply with the tree replacement requirements set forth in the Village Code. i. Developer must replace any plantings that are not healthy and growing at any time within the first two year from the date of installation. 2. Tree Preservation. Developer must comply with all applicable tree preservation regulations set forth in Tree Preservation Ordinance of the Village Code and conduct all tree removal, protection, and replacement in accordance with the Tree Preservation Plan. L. Lighting. All exterior lighting on the Property must comply at all times with the lighting requirements set forth in the Building Code and be installed in accordance with the Photometric Plan. M. Construction and Demolition Debris Management. All debris, spoils, materials, and waste generated by demolition, grading, construction, installation and paving on the Property must be properly disposed in accordance with the Requirements of law all applicable state, county, and local laws, statutes, ordinances, and regulations concerning recycling of construction and demolition debris and recycling, removal, hauling, and disposal of special and hazardous waste, as may be applicable depending on site conditions. SECTION 6. VOLUNTARY WORKFORCE AND ACCESSIBLE HOUSING COVENANT. Developer, with Owner's consent, has voluntarily offered to the Village that it will execute and record against the Property a Workforce and Accessible Housing Covenant in substantially the form attached as Exhibit E. The Village hereby accepts Developer's offer, and acknowledges that it has considered and relied on Developer's offer in adopting the Development Approvals. Accordingly, Developer hereby agrees to execute the Workforce and Accessible Housing Covenant and record it against the Property in the Office of the Lake County Recorder of Deeds at the same time this Agreement is recorded, and in no event later than 30 days after the Evidence of Conveyance Date. SECTION 7. LAND DEDICATIONS; CONTRIBUTIONS. Developer hereby agrees to fully comply with, and cause to be paid, the fees in lieu of land contributions calculated pursuant to the Impact Fee Ordinance for the following governmental entities (collectively, "Impact Fees': The Deerfield Park District ($132,893.25); 2. Deerfield Public Schools District 109 ($12,993.75); 3. Township High School District No. 113 ($7,761.25); 4. Deerfield -Bannockburn Fire Protection District ($265.79); and 5. The Village ($36,235.56). {00116966.9) 15 111212021 Version The Impact Fees are based on a per unit basis and must be paid in full prior to the issuance of any building permit for any Vertical Construction on the Property. Developer acknowledges that the payment of development impact fees imposed by the Impact Fee Ordinance are reasonable and that Developer hereby holds harmless and releases the Village, the Deerfield Park District, Deerfield Public Schools District 109, Township High School District 113, and Deerfield Bannockburn Fire Protection District (collectively, the "Districts') from any claim or other action Developer may have against the Village and the Districts as a result of the Impact Fee Ordinance and the impact fees exacted thereunder for distribution to any District by the Village. Developer acknowledges and agrees that, if Developer is entitled to any credit toward the Impact Fees as a result of development impact fees previously paid by third -parties with respect to other proposed developments of the Property, and if such credit exceeds the Impact Fees otherwise due pursuant to this Section 7: (a) the Village will have no liability or responsibility whatsoever to pay to Developer the difference between the credit and the Impact Fees otherwise due; and (b) Developer must pursue any claim for any such payment with the affected Districts. SECTION 8. PAYMENT OF VILLAGE FEES AND COSTS. A. Negotiation and Review Fees. In addition to all other costs, payments, fees, charges, contributions, or dedications required by this Agreement or by the Requirements of Law, Developer must pay to the Village, contemporaneous with the execution of this Agreement by the Village, all third -party legal, engineering, and other consulting or administrative fees, costs, and expenses incurred or accrued in connection with: (1) the development of the Property, including, without limitation, the review and processing of plans therefor, and inspection and review of the Improvements once constructed; (2) the negotiation, preparation, consideration, and review of this Agreement and all exhibits and associated documents. Developer acknowledges and agrees that it will continue to be liable for and to pay, promptly after presentation of a written demand or demands for payment, such third -party fees, costs, and expenses incurred in connection with any applications, documents, proposals, or requests for interpretations or amendments of this Agreement, whether formal or informal, of whatever kind, submitted by Developer during the term of this Agreement in connection with the use and development of the Property. Further, Developer acknowledges and agrees that it is liable for and will pay after demand all fees, costs, and expenses incurred by the Village for publications and recordings required in connection with the above matters. B. Other Village Fees. In addition to all other costs, payments, fees, charges, contributions, or dedications required by this Agreement, Developer must pay to the Village all application, inspection, and permit fees, all water and sewer general and special connection fees, tap -on fees, charges, and contributions, and all other fees, charges, and contributions pursuant to the Requirements of Law. SECTION 9. PERFORMANCE SECURITY. A. General Requirements. As security to the Village for the performance by Developer of its obligations to construct and complete the Improvements pursuant to and in accordance with this Agreement, they hereby irrevocably elect, on behalf of themselves and their successors, and agree to provide the Village performance and payment security for the Improvements ("Guarantee") in the form of one or more letters of credit ("Letter of Credit") in the amount set forth in Article IV of the Development Code, and in accordance with the terms set forth in the Development Code. The Letter of Credit shall be in form and substance substantially conforming in all material respects with Exhibit C to this Agreement and satisfactory to the Village Attorney. The Letter of Credit must be provided to the Village prior to (00116966.9) 16 111212021 Version the issuance of any permits for the Development, and must be maintained at all times until all Improvements have been approved and, as appropriate, accepted. B. Use of Guarantee Funds. If the Developer fails or refuses to complete the Improvements that it is required to complete in accordance with this Agreement, or fails or refuses to correct any defect or deficiency in the Improvements, as required by this Agreement, and such failure or refusal is a Developer Event of Default, then the Village in its reasonable discretion may draw on and retain all or any of the funds remaining in the Guarantee which secure such completion or correction and are necessary to remedy such failure or refusal. The Village thereafter shall have the right, subject to an additional 30 days' notice and opportunity for cure, to cause such Improvements to be completed or corrected, and subject to the terms of the immediately preceding sentence, to reimburse itself from the proceeds of the Letter of Credit for all of its costs and expenses, including legal fees and administrative expenses, resulting from or incurred as a result of the Developer's failure or refusal. If the funds remaining in the Letter of Credit are insufficient to repay fully the Village for all costs and expenses, then the Developer shall upon demand of the Village therefor deposit with the Village any additional funds as the Village determines are necessary, within 30 days of a request therefor, to fully repay such costs and expenses. C. Maintenance Guarantee. Immediately after any approval and, where appropriate, acceptance, by the Village of the Public Improvements pursuant to this Agreement, the Developer shall each post a new guarantee in the amount of ten percent of the actual total cost of the Improvements on the Property provided as (i) all cash or (ii) a combination of cash and a letter of credit (with at least 10% cash), as security for the Developer's maintenance of such Public Improvements (each, a "Maintenance Guarantee"). The Maintenance Guarantee shall be held by the Village in escrow until the date that is two years after the approval of the Improvement and where appropriate, acceptance by the Village of the Improvement, secured by the Maintenance Guarantee pursuant to this Agreement. If the Village is required to draw on either Maintenance Guarantee by reason of the Developer's failure to fulfill its maintenance obligations under this Section 9.C, then the Developer, as the case may be, must within 10 days thereafter cause their respective Maintenance Guarantee to be increased to its full original amount. SECTION 10. LIABILITY AND INDEMNITY OF VILLAGE. A. Village Review. Developer acknowledges and agrees that the Village is not, and will not be, in any way liable for any damages or injuries that may be sustained as the result of the Village's review and approval of any plans for the Development or the Improvements, or the issuance of any approvals, permits, certificates, or acceptances, for the development or use of the Development or the Improvements, and that the Village's review and approval of any such plans and the Improvements and issuance of any such approvals, permits, certificates, or acceptances does not, and will not, in any way, be deemed to insure Developer or any of its successors, assigns, tenants and licensees, or any third party, against damage or injury of any kind at any time. B. Village Procedure. Developer acknowledges and agrees that all notices, meetings, and hearings have been properly given and held by the Village with respect to the approval of this Agreement and of the Development Approvals, and Developer agrees not to challenge such approvals on the grounds of any procedural infirmity or of any denial of any procedural right. (00116966.91 17 111212021 Version C. Indemnity. Developer, only as to its own acts or omissions, agrees to, and does hereby, hold harmless, indemnify, and, at the election of the Village defend with counsel of the Village's choice, the Village and all Village elected or appointed officials, officers, employees, agents, representatives, engineers, and attorneys, from any and all claims that may be asserted at any time against any of those parties in connection with: (i) the Village's review and approval of any plans for the Development or the Improvements; (ii) the issuance of any approval, permit, certificate, or acceptance for the Development or the Improvements; and (iii) the development, construction, maintenance, or use of any portion of the Development or the Improvements ("Indemnified Claims"); provided, however, that this indemnity does not, and will not, apply to willful misconduct or gross negligence on the part of the Village. D. Defense Expense. Developer, only as to its own acts or omissions, must, and does hereby agree to, pay all expenses, including legal fees and administrative expenses, incurred by the Village in defending itself with regard to any and all of the Indemnified Claims. SECTION 11. NATURE SURVIVAL AND TRANSFER OF OBLIGATIONS. A. Binding Effect. All obligations assumed by Developer under this Agreement are and will be binding upon Developer personally, upon any and all of its heirs, successors, and assigns, and upon any and all of the respective successor legal or beneficial owners of all or any portion of the Property. B. Successors and Transferees. To assure that all grantees, successors, assigns, and transferees of Developer and all successor owners of all or any portion of the Property have notice of this Agreement and the obligations created by it, Developer must, from and after the Evidence of Conveyance Date: 1. Deposit with the Village Clerk, concurrent with the Village's approval of this Agreement, any consents or other documents necessary to authorize the Village to record this Agreement in the office of the Lake County Recorder of Deeds; 2. Notify the Village in writing at least 30 days prior to any date on which Developer transfers (as that term is defined in Section 11.0 of this Agreement) a legal or beneficial interest in any portion of the Property to a third party with the exception of leases to residential or tenants of the Apartment Buildings; 3. Incorporate this Agreement by reference into any and all real estate sales contracts for transfers, as that term is defined in Section 11.0 of this Agreement, entered into for the sale of all or any portion of the Property; and 4. Except as provided in Section 11.0 of this Agreement, require, prior to the transfer of all or any portion of the Property, or any legal or equitable interest therein, to any third party, the transferee of said portion or interest in the Property to execute an enforceable written agreement, in substantially the form of Exhibit D to this Agreement, agreeing to be bound by the provisions of this Agreement ("Transferee Assumption Agreement') and to provide the Village, upon request, with such reasonable assurance of the financial ability of the transferee to meet those obligations as the Village may require. The Village agrees that upon a successor becoming bound to the obligation created in the manner provided in this Agreement and providing the financial assurances required pursuant to this Agreement, the liability of Developer will be released to the extent of the transferee's assumption of the liability. The failure of Developer to provide the Village with a copy of a Transferee Assumption Agreement fully executed by the (00116966.9) 18 111212021 Version transferee and, if requested by the Village, with the transferee's proposed assurances of financial capability before completing any transfer, will result in Developer remaining fully liable for all of its obligations under this Agreement but will not relieve the transferee of its liability for all such obligations as a successor to Developer. C. Transfer Defined. For purposes of this Agreement, the term "transfer" includes, without limitation, any assignment, sale, transfer to a receiver or to a trustee in bankruptcy, transfer in trust, or other disposition of the Property, or any beneficial interest in the Property, in whole or in part, by voluntary or involuntary sale, foreclosure, merger, sale and leaseback, consolidation, or otherwise; provided, however, that a lease of a dwelling unit within the Apartment Buildings does not constitute a "transfer" hereunder. D. Mortgagees of Property. This Agreement is and will be binding on all mortgagees of the Property or other secured parties automatically upon such mortgagee assuming title to the Property, in whole or in part, by a foreclosure or a deed in lieu of foreclosure without the necessity of entering into a Transferee Assumption Agreement. Until such time, however, a mortgagee or other secured party will have no personal liability hereunder. SECTION 12. TERM. A. The provisions of this Agreement run with and bind the Property and inure to the benefit of, be enforceable by, and obligate the Village, Developer, and any of their respective, grantees, successors, assigns, and transferees, including all successor legal or beneficial owners of all or any portion of the Property from the date this Agreement is recorded and until the Improvements are approved by the Village and the Improvements, as required by this Agreement and the Subdivision Code, are accepted by the Village. Following such approval and acceptance, the Village agrees, upon written request of the Developer, to execute appropriate and recordable evidence of the termination of this Agreement. Notwithstanding anything to the contrary in this Section 12, the Developer's indemnity and defense obligations as set forth in Section 9 of this Agreement shall survive the termination of this Agreement. B. In the event that the Evidence of Conveyance Date does not occur within six months after the Effective Date of this Agreement, the Village will have the right, in its sole and absolute discretion, to terminate this Agreement and all obligations of the Village under this Agreement by delivery of notice to Developer. The Village will take all legislative actions necessary to rescind, repeal, or otherwise terminate the Development Approvals prior to terminating this Agreement pursuant to this Section 12.B. The Developer Agrees that, notwithstanding the status of the Development Approvals, the Developer's right to construct, maintain, and operate the Development on the Property will terminate upon the termination of this Agreement pursuant to this Section 12.B. SECTION 13. EVENTS OF DEFAULT. A. Developer Events of Default. The following are Developer Events of Default under this Agreement: 1. If any representation made by Developer in this Agreement, or in any certificate, notice, demand or request made by Developer in writing and delivered to the Village pursuant to or in connection with this Agreement, proves to be untrue or incorrect in any material respect as of the date made; provided that, so long as such untrue or incorrect representation (i) was not intentionally or fraudulently made, and (ii) Developer makes such representation true and (00110966.9) 19 111212021 Version correct within 15 days after receiving notice from the Village, then such default shall be deemed cured. 2. Default by Developer for a period of 15 days after written notice thereof in the performance or breach of any covenant contained in this Agreement concerning the existence, structure or financial condition of Developer; provided, however, that such default or breach will not constitute an Event of Default if such default cannot be cured within said 15 days and Developer, within said 15 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 60 days after such notice. 3. Default by Developer for a period of 15 days after written notice thereof from the Village in the performance or breach of any covenant, warranty or obligation contained in this Agreement; provided, however, that such default will not constitute an Event of Default if such default cannot be cured within said 15 days and Developer, within said 15 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 60 days after such notice. 4. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Developer in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrate (or similar official) of Developer for any substantial part of its property, or ordering the winding -up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. 5. The commencement by Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Developer or of any substantial part of the Property, or the making by any such entity of any assignment for the benefit of creditors or the failure of Developer generally to pay such entity's debts as such debts become due or the taking of action by Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds to meet Developer's obligations. 7. Sale, assignment, or transfer of the Property except in accordance with the Transferee Assumption provisions in Section 11 of this Agreement. 8. Change in the organizational status of Developer except in accordance with the Transferee Assumption provisions in Section 11 of this Agreement. 9. Developer abandons the development of the Property. Abandonment will be deemed to have occurred when work stops on the development of the Property for more than 30 days for any reason other than Uncontrollable Circumstances, unless otherwise permitted by this Agreement. The failure of Developer to secure any approvals required for the development or construction of the Property will not be a valid defense to abandonment. 10. Developer fails to comply with the Requirements of Law in relation to the construction and maintenance of the Improvements and Structures contemplated by this Agreement. {00116966.91 20 111212021 Version B. Events of _Default by the Village. The following are Village Events of Default under this Agreement: 1. If any material representation made by the Village in this Agreement, or in any certificate, notice, demand or request made by the Village in writing and delivered to Developer pursuant to or in connection with any of said documents, proves to be untrue or incorrect in any material respect as of the date made. 2. Subject to Uncontrollable Circumstances, default by the Village for a period of 30 days after written notice thereof from Developer in the performance or breach of any covenant contained in this Agreement; provided, however, that such default will not constitute an Event of Default if such default cannot be cured within said 30 days and the Village, within said 30 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 90 days after such notice. SECTION 14. REMEDIES FOR DEFAULT AND ENFORCEMENT. A. Remedies for Default. In the case of an Event of Default under this Agreement: 1. Except as otherwise provided in this Agreement and subject to the provisions hereinafter set forth, the non -defaulting Party may institute such proceedings in law or in equity, by suit, action, mandamus, or any other proceeding, as may be necessary or desirable in its opinion to cure or remedy such default or breach, including, but not limited to, proceedings to compel specific performance of the defaulting Party's obligations under this Agreement. 2. Pursuant to Section 5.1 of this Agreement, the Village may, without prejudice to any other rights and remedies available to the Village, require: (a) the demolition and removal of any partially constructed or partially completed buildings, structures, or Improvements from the Property; and (b) the performance of Site Restoration. Concurrent with the Village's exercise of its rights under Section 5.1, the Corporate Authorities will have the right, but not the obligation, to terminate the entitlements set forth in the Development Approvals and this Agreement, without protest or objection by Developer. 3. In case the Village has proceeded to enforce its rights under this Agreement and such proceedings have been discontinued or abandoned for any reason, then, and in every such case, Developer and the Village will be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of Developer and the Village will continue as though no such proceedings had been taken. B. Limitation. Notwithstanding anything to the contrary contained in this Agreement, including the provisions of this Section 14, Developer agrees that it will not seek, and does not have the right to seek, to recover a judgment for monetary damages against the Village or any elected or appointed officials, officers, employees, agents, representatives, engineers, or attorneys of the Village, on account of the negotiation, execution or breach of any of the terms and conditions of this Agreement. C. Repeal of Development Approvals. In addition to every other remedy permitted by law for the enforcement of the terms of this Agreement, the Village will have the absolute right to repeal the Development Approvals if a Developer Event of Default occurs under this Agreement. {00116966.9) 21 111212021 Version D. Prevailing Party. In the event of a judicial proceeding brought by one Party against the other Party, the prevailing Party in the judicial proceeding will be entitled to reimbursement from the unsuccessful Party of all costs and expenses, including reasonable attorneys' fees, incurred in connection with the judicial proceeding. SECTION 15. WARRANTIES AND REPRESENTATIONS. A. By the Village. The Village represents, warrants and agrees as the basis for the undertakings on its part contained in this Agreement that: 1. The Village is a home rule municipal corporation duly organized and validly existing under the law of the State of Illinois and has all requisite corporate power and authority to enter into this Agreement; 2. The execution, delivery and the performance of this Agreement and the consummation by the Village of the transactions provided for herein and the compliance with the provisions of this Agreement: (i) have been duly authorized by all necessary corporate action on the part of the Village; (ii) require no other consents, approvals or authorizations on the part of the Village in connection with the Village's execution and delivery of this Agreement; and (iii) do not, by lapse of time, giving of notice or otherwise, result in any breach of any term, condition or provision of any indenture, agreement or other instrument to which the Village is subject; and 3. To the best of the Village's knowledge, there are no proceedings pending or threatened against or affecting the Village or the Property in any court or before any governmental authority that involves the possibility of materially or adversely affecting the ability of the Village to perform its obligations under this Agreement. B. By Brinshore. Brinshore, and the person executing this Agreement on behalf of Brinshore, represent, warrant, and covenant, as of the Effective Date of this Agreement, that: 1. Brinshore is an Illinois limited liability company duly organized, validly existing, and qualified to do business in Illinois; 2. Brinshore has the right, power, and authority to enter into, execute, deliver and perform this Agreement, and Brinshore is in compliance with all Requirements of Law, the failure to comply with which could affect the ability of Brinshore to perform its obligations under this Agreement; 3. The execution, delivery and performance by Brinshore of this Agreement has been duly authorized by all necessary corporate action, and does not and will not violate its organizational documents, as amended and supplemented, any of the applicable Requirements of Law, or constitute a breach of or default under, or require any consent under, any agreement, instrument, or document to which Brinshore is now a party or by which Brinshore is now or may become bound including any mortgages, secured loans, or instruments granting another party a superior interest the Property or the Development and that any parties with such interests shall have executed a "Consent and Subordination" agreement in substantially the form attached to this Agreement; 4. The applications, plans, materials, and other submissions Brinshore has provided to the Village accurately and truthfully represent Brinshore's capabilities, resource, and intentions for the construction of the Development on the Property as of the Effective Date. The Brinshore agrees and acknowledges that these submissions have served to induce the Village (00116966.9) 22 111212021 Version to enter into this Agreement and that any material misrepresentation contained in Brinshore's submissions shall constitute an uncurable Event of Default pursuant to Section 13 of this Agreement. 5. There are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened, or affecting Brinshore which would impair its ability to perform under this Agreement; 6. Brinshore will apply for and will maintain all government permits, certificates, and consents (including, without limitation, appropriate environmental approvals) necessary to conduct its business and to construct and complete its obligations as required by this Agreement; and 7. Brinshore has sufficient financial and economic resources to implement and complete its obligations under this Agreement; 8. Brinshore has no knowledge of any liabilities, contingent or otherwise, of Brinshore which might have a material adverse effect upon its ability to perform its obligations under this Agreement. C. By HODC. HODC, and the person executing this Agreement on behalf of HODC, represent, warrant, and covenant, as of the Effective Date of this Agreement, that: 1. HODC is an Illinois not -for -profit corporation duly organized, validly existing, and qualified to do business in Illinois; 2. HODC has the right, power, and authority to enter into, execute, deliver and perform this Agreement, and HODC is in compliance with all Requirements of Law, the failure to comply with which could affect the ability of HODC to perform its obligations under this Agreement; 3. The execution, delivery and performance by HODC of this Agreement has been duly authorized by all necessary corporate action, and does not and will not violate its organizational documents, as amended and supplemented, any of the applicable Requirements of Law, or constitute a breach of or default under, or require any consent under, any agreement, instrument, or document to which HODC is now a party or by which HODC is now or may become bound including any mortgages, secured loans, or instruments granting another party a superior interest the Property or the Development and that any parties with such interests shall have executed a "Consent and Subordination" agreement in substantially the form attached to this Agreement; 4. The applications, plans, materials, and other submissions HODC has provided to the Village accurately and truthfully represent HODC's capabilities, resource, and intentions for the construction of the Development on the Property as of the Effective Date. The HODC agrees and acknowledges that these submissions have served to induce the Village to enter into this Agreement and that any material misrepresentation contained in HODC's submissions shall constitute an uncurable Event of Default pursuant to Section 13 of this Agreement. 5. There are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened, or affecting HODC which would impair its ability to perform under this Agreement; (00116966.9) 23 111212021 Version 6. HODC will apply for and will maintain all government permits, certificates, and consents (including, without limitation, appropriate environmental approvals) necessary to conduct its business and to construct and complete its obligations as required by this Agreement; and 7. HODC has sufficient financial and economic resources to implement and complete its obligations under this Agreement; 8. HODC has no knowledge of any liabilities, contingent or otherwise, of HODC which might have a material adverse effect upon its ability to perform its obligations under this Agreement. SECTION 16. GENERAL PROVISIONS. A. Notices. All notices required or permitted to be given under this Agreement must be given by the Parties by: (i) personal delivery; (ii) deposit in the United States mail, enclosed in a sealed envelope with first class postage thereon; or (iii) deposit with a nationally recognized overnight delivery service, addressed as stated in this Section 16.A. The address of any Party may be changed by written notice to the other Parties. Any mailed notice will be deemed to have been given and received within three days after the same has been mailed and any notice given by overnight courier will be deemed to have been given and received within 24 hours after deposit. Notices and communications to the Parties must be addressed to, and delivered at, the following addresses: If to the Village: Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 Attention: Village Manager with a copy to: Elrod Friedman LLP 325 North LaSalle Street Suite 450 Chicago, IL 60654 Attention: Steven M. Elrod If to Developer: Richard Koenig HODC P.O. Box #480 Techny, IL 60082 With a copy to: David Brint Brinshore Development LLC 666 Dundee Road Suite 1102 Northbrook, IL 60062 And Steven Friedland Applegate & Thorne Thomsen 425 S. Financial Place, Suite 1900 Chicago, IL 60605 (00116966.9) 24 111212021 Version B. Time of the Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. C. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement are cumulative and are not exclusive of any other such rights, remedies, and benefits allowed by law. D. Non -Waiver. The Village is not, and will not be, under any obligation to exercise any of the rights granted to it in this Agreement. The failure of the Village to exercise at any time any such right will not be deemed or construed to be a waiver thereof, nor will such failure void or affect the Village's right to enforce such right or any other right. E. Consents. Whenever the consent or approval of any Party to this Agreement is required, the consent or approval must be in writing and may not be unreasonably withheld, delayed or conditioned, and, in all matters contained herein, all parties will have an implied obligation of reasonableness, except as may be expressly set forth otherwise. F. Governing Law; Venue. This Agreement is to be governed by, and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois. The parties irrevocably agree and hereby consent and submit to the exclusive jurisdiction of the Circuit Court of Lake County, Illinois with regard to the any actions or proceedings arising from, relating to, or in connection with this Agreement. The parties hereto hereby waive their respective right to transfer or change the venue of any litigation file in the Circuit Court of Lake County, Illinois. G. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement and the validity, enforceability, and application to any person, firm, corporation, or property will not be impaired thereby, but the remaining provisions are to be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law. H. Joint and Several Liabilit . Brinshore and HODC acknowledge and agree that, except as expressly provided to the contrary, all obligations, responsibilities, and liabilities of Developer under this Agreement are joint and several obligations and responsibilities of both Brinshore and HODC, for which Brinshore and HODC may be held jointly and severally liable. I. Entire Agreement. This Agreement constitutes the entire agreement between the parties, superseding any and all prior agreements and negotiations between the parties, whether written or oral, relating to the subject matter of this Agreement. J. Interpretation. This Agreement is to be construed without regard to the identity of the party who drafted the various provisions of this Agreement. Each provision of this Agreement is to be construed as though all parties to this Agreement participated equally in the drafting of this Agreement. Any rule or construction that a document is to be construed against the drafting party is not applicable to this Agreement. K. Headings. The table of contents, heading, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. (00116966.9) 25 111212021 Version L. Exhibits/Conflicts. Exhibits A through E attached to this Agreement are, by this reference, incorporated in and made a part of this Agreement. In the event of a conflict between an exhibit to this Agreement and the text of this Agreement, the latter will control. M. Amendments and Modifications. 1. No amendment or modification to this Agreement will be effective unless and until it is reduced to writing and approved and executed by all parties to this Agreement in accordance with all applicable statutory procedures. 2. Amendments or modifications to the Development Approvals can be considered and acted on by the Village without the same being deemed an amendment or modification to this Agreement provided that all applicable procedural requirements of the Zoning Ordinance, Subdivision Code, Development Code, and the provisions of this Agreement are satisfied. N. Changes in Laws. Unless otherwise explicitly provided in this Agreement, any reference to any Requirements of Law will be deemed to include any modifications of, or amendments to the Requirements of Law as may, from time to time, hereinafter occur. O. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation may be made, or be valid, against the Village or Developer. P. Recording. The Village will record this Agreement against the Property, at the sole cost and expense of Developer, with the Office of the Lake County Recorder of Deeds promptly following the full execution of this Agreement by the Parties. Q. Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original document and together will constitute the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGE FOLLOWS] {00116966.9) 26 111212021 Version IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date first above written. ATTEST: Vi age Clw ATTEST. By: Its: ATTEST: By: Its: VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation By:- - - Daniel C. Shapiro Its: Mayor BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company Its: HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation Its: {00116966.9) 27 111212021 Version ACKNOWLEDGMENTS STATE OF ILLINOIS ) SS. COUNTY OF LAKE ) This instrument was acknowledged before me on ©c;Vb6.� lb , 2a2 , by oz-t C-- Shay(-o , the Mayor of the VILLAGE OF DEERFIELD, an Illinois municipal corporation, and by Y-e,nt - S . S-t e-t , the Village Clerk of said municipal corporation. Given under my hand and official seal this too day of 0r--6f , 204. — CL G1 (A. J"" Notary Public OFF CM SEAL My Commission expires: _ f z� �� ! a zi APUBLIC, OMSM" NOTARY1S SEAL MY COMOSSIOM EXPIRES:12110/2024 STATE OF ) SS. COUNTY OF ) This instrument was acknowledged before me on 20, by the of BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company. Given under my hand and official seal this day of , 20_ Notary Public My Commission expires: SEAL STATE OF ) SS. COUNTY OF ) This instrument was acknowledged before me on 20_, by _ the of HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation. Given under my hand and official seal this day of , 20. Notary Public My Commission expires: SEAL {00116966.9) 111212021 Version IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date first above written. ATTEST: Village Clerk VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation By: Daniel C. Shapiro Its: Mayor BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company By: Brint Development, Inc., an Illinois corporation, its member By: David Brint Its: President HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation By: Richard Koenig Its: Executive Director {00116966.9} - 27 111212021 Version IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date first above written. ATTEST: Village Clerk VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation Bv: Daniel C. Shapiro Its: Mayor BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company By: Brint Development, Inc., an Illinois corporation, its member By: David Brint Its: President HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation By: - Richard Koenig Its: Executive Director (00116966.9} 27 ACKNOWLEDGMENTS STATE OF ILLINOIS ) ) SS. COUNTY OF LAKE ) 1/12/2021 Version This instrument was acknowledged before me on , 20_, by the Mayor of the VILLAGE OF DEERFIELD, an Illinois municipal corporation, and by , the Village Clerk of said municipal corporation. Given under my hand and official seal this day of , 20_. Notary Public My Commission expires: +�y�l STATE OF bVD ' ) �(' ) SS. COUNTY OF � ) This instrument was acknowledged before me on V W6k2-�- 20�t, by David Brint, the president of Brint Development, Inc. a member of BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company. Given under my hand and official seal this 2r; day of 20A I : d' ?z Y� 6 1 - /i r L� j� gNptary Publ' My Com OFFICIAL SEAL SEAL BRIDGET A WHITE S NOTARY PUBLIC - STATE OF ILLINOIS MY COMMISSION EXPIRES:07i1M STATE OF IL, ) COUNTY OF 604- ) This instrument was acknowledged before me on , 20 u�rby Richard Koenig, the executive director of HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not - for -profit corporation. Given under my hand and official seaLthis a�day of . 201-f Notary Pub My Commission=BRIDGETA 22[ 2-0aG( AL SEAL HITE OF ILLINOISRES:07t 24 {00116966.9) 111212021 Version INDEX OF EXHIBITS Exhibit A Legal Description of Property Exhibit B Final Development Plan B-1 Site Plan B-2 Final Engineering Plan B-3 Final Landscape Plan B-4 Tree Preservation Plan B-5 Elevations B-6 Floor Plans B-7 Photometric Plan B-8 Signage Plan Exhibit C Form Letter of Credit Exhibit D Transferee Assumption Agreement Exhibit E Workforce and Accessible Housing Covenant (00116966.91 #55795085_0 111212021 Version EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THAT PART OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 43 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING NORTH OF THE NORTH LINE OF THE PUBLIC HIGHWAY KNOWN AS HIGHLAND PARK, DEERFIELD ROAD, AS DEDICATED BY DOCUMENT 217791 AND LYING WEST OF THE WEST LINE OF THE DRAINAGE CANAL, AS CONDEMNED BY PROCEEDINGS FOR THE COUNTY COURT CASE 5303, IN LAKE COUNTY, ILLINOIS. ADDRESS: 10 DEERFIELD ROAD, DEERFIELD, ILLINOIS PINs: 16-28-400-036-0000 and 12-�5-QOD0 16-28-400-039-0000 (00116966.91 Exhibit A-1 fl55795085 v5 111212021 Version EXHIBIT B DEVELOPMENT PLAN B-1 Site Plan That certain "Site Plan" prepared by Eckenhoff Saunders Architects consisting of one sheet labeled AS1.0, with a latest revision date of October 28, 2020 B-2 Final Engineering Plan Those certain "Zion Woods Multi -Family Housing Engineering Plans" prepared by V3 Companies, consisting of 14 sheets, which sheets have a latest revision date of January 12, 2021 B-3 Final Landscape Plan Those certain "Zion Church Landscape Plans" prepared by Daniel Weibach & Partners, Ltd., consisting of two sheets labeled L1.01 and L1.02 with a latest revision date of December 18, 2020 B-4 Tree Preservation Plan That certain "Tree Preservation Plan" prepared by Daniel Weinbach & Partners, Ltd., consisting of two sheets labeled L0.01 and L0.01A, with a latest revision date of December 18, 2020 B-5 Elevations Those certain "Exterior Elevations" prepared by Eckenhoff Saunders Architects, consisting of two sheets labeled A3.0 and A3.1, with a latest revision date of September 30, 2020 B-6 Floor Plans Those certain "Floor Plans" prepared by Eckenhoff Saunders Architects, consisting of five sheets labeled A1.0 through A1.4, with a latest revision date of September 30, 2020 B-7 Photometric Plan Those certain "Site Photometrics" prepared by RTM Engineering Consultants, consisting of one sheet, with a latest revision date of September 30, 2020 B-8 Signage Plan That certain "Exterior Signage" plan prepared by Eckenhoff Saunders Architects, consisting of one sheet labeled AS1.2 , with a latest revision date of September 30, 2020 (00116966.9) Exhibit B Yg € I s� �� ; k g yy !k ¢ JIM r- e bBE iiigw. k 8e y Ti Q �g��y�i�� u s Wryk f e6L5�� g� :I p� a[9 E�"sc8�4E =e �e - 8 m h S i o 4 k Q E r..E Il f v b E Fr BE IE al eS 4f b '.�. c BSY..TYY 2b tC _ `, $yY3ff`f H b i k I N ILo II is ZT- U 0=j NI-x -,SZ �U •.6L ❑ z _.— o z =Z U a U Lb w 9m Z Q z s zINw3 D x a w coo> cn N W Z o co m3J- Zmw= ,/ n OU=ZI(/ �YV LL W J w ¢ U Z i9",io-i 7 Z Y j ow wLLwa Z LL w d U 11 - 5Z Oy = @ C7 7RQ -W Q�� Owa Lu JD z z aw¢ a ❑ a a N x x °z o LIJ �_ U Zui ��'.Bb j 0.u1 a w w aLLNo U LL'_ = �°w= Y UW F--0: U N COOo��Z co¢LL °Zoo F�pw z>r .,8•.55 °�o� _ aW02 °wwp v. wa 0 j o —. to Soo a'� Z ¢ ¢ Z vJdpp K Q Q W F W Z H�=Z W LLOwwwo O N W W C7 Ir .OS UQ' F LL� Z IpZ O ° 0 z F Q Y I L"j Z w w w i LL rc `' rc HuW. 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E �i 1 C o i O W . o-�� d ate= lt� !a s hiM 0 Y!!! z el 1-ISH i. ,, �i �pt�flj z LJ O (T (b re � �!}],| H AH ƒ}� �� \/� r ui 0 MIN \\\ i rill, z m R, on /R J x °`~ » / ®§ wr, 2\\ uj § G\ /\)\ L [/ \± /zz z Ste)( 2w, ± )\)\ \5 \6 ® - bw ![. \( (\ �§§§ £C)� +< ge u \2M2 z2<R} /< !± z f I FW- q dti Si SF� FE�'S $gR5 �� tea' ii3��; 5sE'� h HMO O 111"; 5Rt �6�3j3,�� Y�'� 3y u S c Q o @ t0 7 O 7 g t 0 T N m Z am fn Z Q �— a m Was mQ OM p0 00 F list g O F Z Z- LL F I Q o � O � QI��N Jaam QW W> m p�� -'000 PmPY !yamy w~ }a} �� p�UOvi LLm pF w°� �a o� r0 na F ~ �oow wW vpma o a� o0o J� Jw isi V QQ 2 � N•-N pilot m m M U J O} i aQrr i QU Q i m J o� Z� ai�- 8� eolffill Sg '6 d d ky db m 72 L W 111212021 Version EXHIBIT C FORM LETTER OF CREDIT IRREVOCABLE LETTER OF CREDIT NO, AMOUNT: EXPIRATION DATE: [Name of Bank] [Address] TO- Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 Attention: Village Manager WE HEREBY AUTHORIZE YOU TO Credit No. U of [DEVELOPER] (the "Customer") DATE OF ISSUE: DRAW AT SIGHT on this Irrevocable Standby Letter of P TO AN AGGREGATE AMOUNT OF United States Dollars ($ ) for account Drafts under this Letter of Credit shall bear upon their face the words: "Drawn under Credit No. Dated: Drafts may be for all or any portion of the amount of this Letter of Credit, and shall be in the form attached hereto as Exhibit "A" and shall be accompanied by one of the following documents executed by the Village Manager or an individual designated as acting Village Manager: (a) A written statement on the form attached hereto as Exhibit "B" stating that, conditioned upon proper notice to the Village Manager, Letter of Credit No. will expire within 35 days or less and that the Customer has failed to deliver to the Village Manager evidence of a renewal of Letter of Credit No. ; or (b) A written statement on the form attached hereto as Exhibit "C" stating that all or any part of the improvements required to be constructed pursuant to the Development Agreement dated , 20 by and between the Village and [Developer] (the "Agreement") have not been constructed in accordance with the Agreement; or (c) A written statement on the form attached hereto as Exhibit "D" stating that all or any part of the costs, payments, permit fees or other fees required to be paid to the Village pursuant to the Agreement have not been paid in accordance with the Agreement; or (00116966.9) Exhibit C 111212021 Version (d) A written statement on the form attached hereto as Exhibit "E" stating that all or any portion of the maintenance, repair, or restoration required to be performed pursuant to the Agreement has not been performed in accordance with the Agreement; or (e) A written statement on the form attached hereto as Exhibit "F" stating that all or any portion of the Customer's undertakings pursuant to the Agreement have not been performed in accordance with the Agreement. WE HEREBY AGREE with the beneficiary that: Drafts drawn under and in compliance with this Letter of Credit shall be duly honored immediately upon presentation to us if presented on or before the above -stated Expiration Date or presented at our office together with the original of this Letter of Credit on or before that date. Further, one or more drafts may be presented at our office on or before the Expiration Date. 2. If, within three banking days after any draft drawn under this Letter of Credit is presented to us in conformance with the terms of this Letter of Credit, we fail to honor same, we agree to pay all attorneys' fees, court costs and other expenses incurred by the Village in enforcing the terms hereof. 3. This Letter of Credit shall expire on , 20 , as stated hereinabove; provided, however, that we shall send notice to the Village Manager by certified mail, return receipt requested, or hand -delivered courier at least 35 days prior to said Expiration Date, that this Letter of Credit is about to expire. 4. In no event shall this Letter of Credit or the obligations contained herein expire except upon the prior written notice required herein, it being expressly agreed that the above expiration date shall be extended as shall be required to comply with the prior written notice required herein. 5. No consent, acknowledgment, or approval of any kind from the Customer shall be necessary or required prior to honoring any draft presented in conformance with the terms of this Letter of Credit. 6. The aggregate amount of this Letter of Credit may be reduced only upon receipt by us of a document executed by the Village Manager stating that such aggregate amount shall be reduced in an amount permitted by the Village's subdivision regulations because of the satisfactory completion of all or part of the improvements required to be constructed pursuant to the Agreement dated 20 by and between the Village and 7. This Letter of Credit is irrevocable. This Letter of Credit shall be governed by and construed in accordance with the Uniform Customs and Practices for ISP 98 of the International Chamber of Commerce (the "Uniform Customs"). In the event of a conflict between this Letter of Credit and the Uniform Customs, this Letter of Credit shall control. This Letter of Credit shall be deemed to be a contract made under the laws of the State of Illinois, including, without limitation, Article 5 of the Uniform Commercial Code as in effect in the State of Illinois, and shall, as to matters not governed by the Uniform Customs, be (00116966.9) Exhibit C 111212021 Version governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of law. AS USED HEREIN, THE TERM "BANKING DAY" MEANS ANY DAY OTHER THAN A SATURDAY, SUNDAY, OR A DAY ON WHICH BANKS IN THE STATE OF ILLINOIS ARE AUTHORIZED OR REQUIRED TO BE CLOSED, AND A DAY ON WHICH PAYMENTS CAN BE EFFECTED ON THE FEDWIRE SYSTEM. [Signature of Bank Officer] [Signature of Bank Officer] [Officer's Title] [Officer's Title] {00116966.9) Exhibit C 111212021 Version EXHIBIT "A" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT FORM OF DRAFT [To Be Supplied By Issuing Bank] {00116966.9) Exhibit C 111212021 Version EXHIBIT "B" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT To: Attn: Re: Letter of Credit No. Ladies and Gentlemen: This is to advise you that 20_ days or less and that of a renewal of Letter of Credit No. Letter of Credit No. dated in the amount of $ will expire within 35 has failed to deliver to the Village Manager evidence Very truly yours, Village Manager, Village (00116966.9) Exhibit C 111212021 Version EXHIBIT "C" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT To: Attn: Re: Letter of Credit No. Ladies and Gentlemen: This is to advise you that all or any part of the improvements required to be constructed pursuant to the Development Agreement dated , 20_ by and between the Village and [DEVELOPER], have not been constructed in accordance with said Agreement. Very truly yours, Village Manager (00116966.9) Exhibit C 111212021 Version EXHIBIT "D" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT To: Attn: Re: Letter of Credit No. Ladies and Gentlemen: This is to advise you that all or any part of the costs, payments, permit fees or other fees required to be paid pursuant to the Agreement dated , 20 by and between the Village and [DEVELOPER], have not been paid in accordance with said Agreement. Very truly yours, Village Manager (00116966.9) Exhibit C 111212021 Version EXHIBIT "E" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT To: Attn: Re: Letter of Credit No. Ladies and Gentlemen: This is to advise you that all or any part of the maintenance, repair or restoration required to be performed pursuant to the Development Agreement dated , 20 by and between the Village and [DEVELOPER], have not been performed in accordance with said Agreement. Very truly yours, Village Manager {00116966.9) Exhibit C 111212021 Version EXHIBIT "F" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT To: Attn: Re: Letter of Credit No. Ladies and Gentlemen: This is to advise you that all or any part of the undertakings of the Customer (as that term is defined in the above -referenced Letter of Credit) pursuant to the Development Agreement dated 20 by and between the Village and [DEVELOPER], have not been performed in accordance with said Agreement. Very truly yours, Village Manager (00116966.9) Exhibit C EXHIBIT D TRANSFEREE ASSUMPTION AGREEMENT THIS AGREEMENT is made as of this day of 20_, between the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Village's, BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company ("Brinshore"), and HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation ("HODC' and Brinshore are, collectively, the "Developer'). ("Developer'), and ( "Transferee"). WITNESETH: WHEREAS, pursuant to that certain real estate sale contract dated , 20_, the Transferee agreed to purchase from Developer certain real property situated in Lake County, Illinois and legally described in Exhibit 1 attached to and, by this reference, made a part of this Agreement ("Property'); and WHEREAS, following the conveyance of the Property by Developer, the Transferee will be the legal owner of the Property; and WHEREAS, as a condition to the conveyance of the Property by Developer, the Village and Developer require that the Transferee agree to comply with all the terms, requirements, and obligations set forth in that certain Development Agreement, dated as of 20_, and recorded in the office of the Lake County Recorder on 20_, as Document No. by and between the Village and Developer ("DevelopmentAgreement'�; NOW, THEREFORE, in consideration of the agreement of Developer to convey the Property to the Transferee, and of the Village to accept the transfer of obligations as provided herein and to grant the releases granted herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by, between, and among the Village, Developer, and the Transferee as follows: 1. Recitals. The foregoing recitals are by this reference incorporated herein and made a part hereof as substantive provisions of this Agreement. 2. Assumption of Obligations. The Transferee, on its behalf and on behalf of its successors, assigns, heirs, executors, and administrators, hereby agrees, at its sole cost and expense, to comply with all of the terms, requirements, and obligations of the Development Agreement, including all exhibits and attachments thereto, regardless of whether such terms, requirements, and obligations are to be performed and provided by, or are imposed upon, Developer of the Property. 3. Payment of Village Fees and Costs. In addition to any other costs, payments, fees, charges, contributions, or dedications required by this Agreement, the Development Agreement or by applicable Village codes, ordinances, resolutions, rules, or regulations, the Transferee must pay to the Village, immediately upon presentation of a written demand or demands therefor, all legal, engineering, and other consulting or administrative fees, costs, and expenses incurred in connection with the negotiation, preparation, consideration, and review of this Agreement. (00116966.91 4. Acknowledrament and Release of Developer. The Village hereby acknowledges its agreement to the Transferee's assumption of the obligation to comply with the terms, requirements, and obligations of the Development Agreement, including all exhibits and attachments thereto, and the Village hereby releases Developer from any personal liability for failure to comply with the terms, requirements, and obligations of the Development Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. ATTEST: Village Clerk VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation M Its: Village Manager ATTEST: DEVELOPER, a [TYPE OF BUSINESS ENTITY) By: By: - - - Its: Its: ATTEST: By: - [TRANSFEREE] By: _ Its: 100116966.91 2 STATE OF ILLINOIS SS COUNTY OF LAKE ACKNOWLEDGMENTS This instrument was acknowledged before me on , 20_, by , the Village Manager of the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation, and by the Village Clerk of said municipal corporation. Signature of Notary SEAL {00116966.9} 3 d N STATE OF ILLINOIS ) SS COUNTY OF LAKE ) This instrument was the the SEAL STATE OF ILLINOIS ) COUNTY OF LAKE ) This SS acknowledged before me on , 20_, by _ of DEVELOPER, a [TYPE OF BUSINESS ENTITY], and by of said [limited liability company]. Signature of Notary instrument was acknowledged before me on .the of [TRANSFEREE], and by of [TRANSFEREE]. Signature of Notary SEAL 201_, by . the {00116966.9) 4 This document was prepared by And after recording to be returned to: Steven Friedland Applegate & Thorne -Thomsen 425 S. Financial Place Suite 1900 Chicago, IL 60605 a Image# 061631140008 Type: ASM Recorded: 12/10/2021 at 12:06:22 PM Receipt#: 2021-00103020 Pape i of 8 Fees: $60.00 IL Rental Housing Fund: $9.00 Lake County IL Recorder Mary Ellen Vanderventer Recorder File7852895 j) E ; ; , -.,,, k A (The above space for recorder's use only) Wl,Eaton, TRANSFEREE ASSUMPTION AGREEMENT By and between VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation and Zion Woods, LLC, an Illinois limited liability company TRANSFEREE ASSUMPTION AGREEMENT THIS AGREEMENT is made as of this 23rd day of November, 2021, between the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Village'l, BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company ("Brinshore"), and HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation ("HODC' and Brinshore are, collectively, the "Developer'. ("Developer'l, and Zion Woods, LLC, an Illinois limited liability company ("Transferee's. WITNESETH: WHEREAS, HODC is the owner of certain real property situated in Lake County, Illinois and legally described in Exhibit 1 attached to and, by this reference, made a part of this Agreement ("Property's; and WHEREAS, HODC and Brinshore are the sole members of Transferee and HODC intends to convey the Property to Transferee; and WHEREAS, following the conveyance of the Property by HODC, the Transferee will be the legal owner of the Property; and WHEREAS, as a condition to the conveyance of the Property by Developer, the Village and Developer require that the Transferee agrees to comply with all the terms, requirements, and obligations set forth in that certain Development Agreement, dated as of November 23, 2021, and recorded in the office of the Lake County Recorder on PfMm _. 1 o 20 7-r as Document No. 7Ssa by and between the Village and Developer ( "Development Agreement'j; NOW, THEREFORE, in consideration of the agreement of Developer to convey the Property to the Transferee, and of the Village to accept the transfer of obligations as provided herein and to grant the releases granted herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by, between, and among the Village, Developer, and the Transferee as follows: 1. Recitals. The foregoing recitals are by this reference incorporated herein and made a part hereof as substantive provisions of this Agreement. 2. Assumption of Obligations. The Transferee, on its behalf and on behalf of its successors, assigns, heirs, executors, and administrators, hereby agrees, at its sole cost and expense, to comply with all of the terms, requirements, and obligations of the Development Agreement, including all exhibits and attachments thereto, regardless of whether such terms, requirements, and obligations are to be performed and provided by, or are imposed upon, Developer of the Property. 3. Pakment of Village Fees_ and Costs. In addition to any other costs, payments, fees, charges, contributions, or dedications required by this Agreement, the Development Agreement or by applicable Village codes, ordinances, resolutions, rules, or regulations, the Transferee must pay to the Village, immediately upon presentation of a written demand or demands therefor, all legal, engineering, and other consulting or administrative fees, costs, and expenses incurred in connection with the negotiation, preparation, consideration, and review of this Agreement. 4. Acknowledgment and Release of Developer. The Village hereby acknowledges its agreement to the Transferee's assumption of the obligation to comply with the terms, requirements, and obligations of the Development Agreement, including all exhibits and attachments thereto, and the Village hereby releases Developer from any personal liability for failure to comply with the terms, requirements, and obligations of the Development Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. ATTEST Village Clerk DEVELOPER: BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company By: Brint Development, Inc., an Illinois corporation, its member By: - Name: David Brint Its: President HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation Bv: Name: Richard Koenig Its: Executive Director VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation By: Its: Village Manager TRANSFEREE: ZION WOODS, LLC, an Illinois limited liability company By: HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation, a Manager By: Name: Richard Koenig Its: Executive Director 4. Acknowledgment and Release of Developer. The Village hereby acknowledges its agreement to the Transferee's assumption of the obligation to comply with the terms, requirements, and obligations of the Development Agreement, including all exhibits and attachments thereto, and the Village hereby releases Developer from any personal liability for failure to comply with the terms, requirements, and obligations of the Development Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. ATTEST: Village Clerk DEVELOPER: BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company By: Brint Development, Inc., an Illinois corporation, its member By: Name: David Brint Its: President HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation -a By: Na e: Richard Zoenig Its: Executive Director VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation By: Its: Village Manager TRANSFEREE: ZION WOODS, LLC, an Illinois limited liability company By: HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit cor oration, a Manager By. N e: ichard Koenig Its: Executive Director 4. Acknowledament and _Release of Developer. The Village hereby acknowledges its agreement to the Transferee's assumption of the obligation to comply with the terms, requirements, and obligations of the Development Agreement, including all exhibits and attachments thereto, and the Village hereby releases Developer from any personal liability for failure to comply with the terms, requirements, and obligations of the Development Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. ATTEST La De?41 Village Clerk DEVELOPER: BRINSHORE DEVELOPMENT, LLC, an Illinois limited liability company By: Brint Development, Inc., an Illinois corporation, its member By: Name: David Brint Its: President HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation By: Name: Richard Koenig Its: Executive Director VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation By: Its: Village Manager TRANSFEREE: ZION WOODS, LLC, an Illinois limited liability company By: HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corporation, a Manager By: Name: Richard Koenig Its: Executive Director STATE OF ILLINOIS SS COUNTY OF LAKE ACKNOWLEDGMENTS �LL This instrument was acknowledged before me on October (8 , 2011, by kehi $- Spree+ , the Village Manager of the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation, and by Da► lel Van bv5en , the.Village Clerk of said municipal corporation. Pelru y OWCKIM Al�wt�� NOTARY PUBLIC, STATE OF ILLINOIS E) PIRES:12JI012024 SEAL I 191v, e of No- Signaturtary STATE OF. It- ) COOL - This Given under my hand and official seal this dS-j!'day of 45�, 20A/. My Commission expires: 7 2Z ZO? SEAL rrICK SEAT. bRIDMT A WHITE , ijTARY PUBLIC -STATE OF ILLINOIS MY t9VMb:1T1WJ1q STATE 0 ---'I! ) SS. COUNTY OF ('ao,E. ) Notary Pub* This instrument was acknowledged before me on 20 �/, by Richard Koenig, the executive director of HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not - for -profit corporation. Given under my hand and official sea I is 'day &44_� , 20 .� Notary Public My Commission expires: a;7 SEALLNNOTAIRY OFFICIAL SEAL BRIDGET A WHITE PUBLIC - STATE OF ILLINOIS OMMISSI N E STATE OF ) SS. COUNTY OF�C%k-- ) This instrument was acknowledged before me on CS 87-, 20!, by Richard Koenig, the executive director of HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not - for -profit corporation, a manager of ZION WOODS, LLC, an Illinois limited liability company. LfIL Given under my hand and official seal 's --25 day of o- �, 20 / Notary Pubk My Commissi .).4 Ido L :D? ICIAL SEAL SEAL BETA WHITE NOTARY C - STATE OF ILLIN013 My -COMMISSION EXPIRES:07/22/24 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THAT PART OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 43 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING NORTH OF THE NORTH LINE OF THE PUBLIC HIGHWAY KNOWN AS HIGHLAND PARK, DEERFIELD ROAD, AS DEDICATED BY DOCUMENT 217791 AND LYING WEST OF THE WEST LINE OF THE DRAINAGE CANAL, AS CONDEMNED BY PROCEEDINGS FOR THE COUNTY COURT CASE 5303, IN LAKE COUNTY, ILLINOIS. ADDRESS: 10 DEERFIELD ROAD, DEERFIELD, ILLINOIS PINS: 16-28-400-036-0000 and i1.i2,8rQ39r0Q0i 16-28-400-039-0000 THIS DOCUMENT PREPARED BY AND AFTER RECORDING RETURN TO: Steven Friedland Applegate & Thorne -Thomsen 435 S. Financial Place Suite 1900 Chicago, IL 60605 i ( o0q-�'3 Il-"- TI71 Mina" W187 Image# 061631160010 Type: COV Recorded: 12/10/2021 at 12:06:22 PM Receipt#: 2021-00103020 Page 1 of 10 Fees: $60.00 IL Rental Housing Fund: $9.00 Lake County IL Recorder Mary Ellen Vanderventer Recorder File7852897 WORKFORCE AND ACCESSIBLE HOUSING VOLUNTARY RESTRICTIVE COVENANT (10 Deerfield Road — Zion Woods) DATED AS OF November 23, 2021 r-- {00116966.9) WORKFORCE AND ACCESSIBLE HOUSING VOLUNTARY RESTRICTIVE COVENANT (10 Deerfield Road - Zion Woods) THIS WORKFORCE AND ACCESSIBLE HOUSING VOLUNTARY RESTRICTIVE COVENANT ("Restrictive Covenant") is made as of the 23rd day of November, 2021 (`Effective Date'), by ZION WOODS, LLC, an Illinois limited liability company (the `Declarant') concerning the property described in Exhibit A, located in the Village of Deerfield commonly known as 10 Deerfield Road (`Property'). NOW, THEREFORE, Declarant declares that the Property and all portions thereof are and shall be held, transferred, sold, conveyed, used, and occupied subject to the covenants set forth in this Restrictive Covenant, which covenants are for the purpose of protecting the value and desirability of the Property and other properties in the Village of Deerfield ("Village'). SECTION 1. Background. A. The Property is owned by the Declarant. B. The Property is currently improved with a one-story brick building occupied and operated by Owner with a church and school ("Church"), as well as a residence used as a parsonage ("Parsonage"). C. Declarant will demolish the Parsonage and develop two multi -family apartment buildings (`Apartment Buildings') consisting of a total 25 rental units ("Apartment Units'). D. On January 19, 2021, the Village Board of Trustees approved Ordinance No. which rezoned the Property from the R-1 Single Family Residential District to the R-5 General Residence District. E. On January 19, 2021, the Village Board of Trustees approved Ordinance No. 0- 21-04 ("Ordinance'), which approved for the Property: (i) a special use for a planned residential development; (ii) a final development plan; and (iii) certain zoning exceptions within the approved planned residential development. F. As required by the Ordinance, Declarant entered into that certain Development Agreement by and between the Village and Declarant dated November 23, 2021 ("Development Agreement's in furtherance of the redevelopment of the Property and the construction of the Apartment Buildings. G. Declarant voluntarily offered to the Village that it would maintain the affordability of 13 one -bedroom Apartment Units in the Apartment Buildings, with an average size of approximately 700 square feet ("Affordable One -Bedroom Units'), seven two - bedroom Apartment Units in the Apartment Buildings, with an average size of approximately 900 square feet ("Affordable Two -Bedroom Units'), and four three -bedroom Apartment Units in the Apartment Buildings, with an average size of approximately 1,100 square feet ("Affordable Three Bedroom Units') (collectively, the Affordable One -Bedroom Units, {00116966.91 Affordable Two -Bedroom Units, and Affordable Three -Bedroom Units are the "Affordable Residential Units'- H. Declarant offered to the Village that it would execute and record this Restrictive Covenant to codify its agreement regarding the Affordable Residential Units. I. Declarant volunteered to restrict the otherwise applicable use regulations for the Property in the manner and to the extent expressly set forth in this Restrictive Covenant, and specifically to maintain and ensure the affordability of the Affordable Residential Units for the term of this Restrictive Covenant. SECTION 2. Restrictions. Notwithstanding any use or development right that may be applicable or available pursuant to the provisions of the R-5 General Residential District of the "The Deerfield Zoning Ordinance 1978," as the same has been, and may be, from time to time, amended, the use and development of the Property shall be subject to the following restrictions: A. Maximum Density. At no time shall the Property be developed with more than 25 Apartment Units, which Apartment Units shall be contained within not more than two, 2-story Apartment Buildings. B. Income Limits. For the period commencing with the initial occupancy of the Affordable Residential Units and ending 30 years thereafter (the "Initial Affordability Period"): a. 13 of the Affordable Residential Units ("Very Low Income Units') shall be available only to households whose annual incomes do not exceed 50 percent of the Chicago -Joliet - Naperville, IL HUD Metro FMR Area Median Income, as established and defined in the annual schedule published by the U.S. Department of Housing and Urban Development, and adjusted for household size ("Very Low Income Requirements'). b. 11 of the Affordable Residential Units (`Eow Income Units') shall be available only to households whose annual incomes do not exceed 60 percent of the Chicago -Joliet - Naperville, IL HUD Metro FMR Area Median Income, as established and defined in the annual schedule published by the U.S. Department of Housing and Urban Development, and adjusted for household size (`Eow Income Requirements'). 2. For the period commencing with the expiration of the Initial Affordability Period and ending 99 years after the initial occupancy of the Affordable Residential Units (the "Extended Affordability 2 Period"), all of the Affordable Residential Units shall be available only to households whose annual incomes do not exceed 80 percent of the Chicago -Joliet -Naperville, IL HUD Metro FMR Area Median Income, as established and defined in the annual schedule published by the U.S. Department of Housing and Urban Development, and adjusted for household size ("'Moderate Income Requirements') (the Very Low Income Requirements, the Low Income Requirements and the Moderate Income Requirements are, collectively, the "Income Requirements'). 3. The incomes of potential households of the Affordable Residential Units will be verified as meeting the Income Requirements at the initial application phase. The incomes of households of the Affordable Residential Units will be verified as meeting the Income Requirements every third year after the initial application. C. Rental Rates. 1. The initial monthly rental rates for the Low Income Units ("Very Low Income Initial Rental Rates') shall be: (i) $874.00 for Affordable One -Bedroom Units; (ii) $1,048.00 for Affordable Two -Bedroom Units; and (iii) $1, 211.00 for Affordable Three - Bedroom Units (or such lower amounts as Declarant, in the exercise of its discretion, may elect to charge). Declarant may increase the Low Income Initial Rental Rates annually, but increases may not exceed annual increases in the U.S. Bureau of Labor Statistics Consumer Price Index Chicago -Naperville -Elgin, IL -IN -WI, All Urban Consumers (CPI-U): All Terms, 1982-1984=100. The Low Income Initial Rental Rates, as so increased, are hereinafter referred to as an "Very Low Income Rental Rate". 2. The initial monthly rental rates for the Moderate Income Units ("Low Income Initial Rental Rates' shall be: (i) $1,049.000 for Affordable One -Bedroom Units; (ii) $1,258.00 for Affordable Two -Bedroom Units; and (iii) $1,454.00 for Affordable Three - Bedroom Units (or such lower amounts as Declarant, in the exercise of its discretion, may elect to charge). Declarant may increase the Moderate Income Initial Rental Rates annually, but increases may not exceed annual increases in the U.S. Bureau of Labor Statistics Consumer Price Index Chicago -Naperville -Elgin, IL -IN -WI, All Urban Consumers (CPI-U): All Terms, 1982-1984=100. The Moderate Income Initial Rental Rates, as so increased, are hereinafter referred to as an "Low Income Affordable Residential Unit Rental Rate". D. Availability. If any single Affordable Residential Unit remains vacant and unrented for after being actively marketed for three months or more, Declarant may rent such Affordable Residential Unit at full market rent for a period not to exceed one year; provided, however, once such Affordable 3 Unit again becomes available for occupancy, then the requirements of Section 2.A and 2.B of this Restrictive Covenant shall again apply to the marketing and occupancy agreements entered into for such Affordable Unit. E. Management. Declarant shall professionally manage, or hire a professional management company ("Management Company') to professionally manage the Apartment Buildings, the duties of which must include the maintenance and operation of the Affordable Residential Units in accordance with the Development Agreement and this Restrictive Covenant. F. Records. Declarant shall create and maintain, or require the Management Company to create and maintain, records of income qualification for every Household renting an Affordable Residential Unit. G. Annual Certification with the Village. The Village may, upon 30 days' notice to Declarant, require Declarant, on a form provided by the Village, to certify on an annual basis that the Affordable Residential Units comply with the terms of this Restrictive Covenant. SECTION 3. Other Qualifications for Rental. This Restrictive Covenant shall not require Declarant or the Management Company to rent an Affordable Residential Unit to an individual or Household who applies to rent such unit and satisfies the Income Requirements but does not meet or satisfy Declarant's other criteria for apartment rental, as set forth in Declarant's selection plan. By way of example, Declarant may deny such individual or Household the right to rent such Affordable Housing Unit if they: (i) fail to submit or insufficiently complete an application for rental; (ii) submit false information in connection with the application for rental; (iii) have a poor or unsatisfactory credit history; (iv) are unable to establish that they have the financial ability to pay the required monthly rent; (v) have an inappropriate household size; or (vi) are unable to establish that they and all members of their Household do not have criminal records, are not current drug users and are not registered sex offenders. SECTION 4. Recordation. This Restrictive Covenant shall be recorded in the Office of the Lake County Recorder of Deeds. Owner, by the signature of its duly -authorized representative below, hereby consents to and permits such recordation. 4 SECTION 5. Enforcement. A. Village Enforcement. Declarant recognizes and agrees that the Village has a valid interest in ensuring that the restrictions, covenants, and agreements in this Restrictive Covenant are properly performed and, therefore, grants the Village the right to enforce these restrictions, covenants, and agreements by any proceeding at law or in equity against any person or persons violating or attempting to violate any restriction, covenant, or agreement contained in this Restrictive Covenant, either to restrain violation, to compel affirmative action, or to recover damages, and against the land to enforce any lien created by the restrictions, covenants, or agreements. Specifically, but without limitation of the foregoing, in the event of a violation of this Restrictive Covenant, the Village shall have the right to bring an action to enjoin the use of the Property for multi -family residential uses. B. Rezoning of the Prouerty. In the event that this Restrictive Covenant is violated, Declarant recognizes and agrees that, as part of its remedies, the Village may rezone the Property from the R-5 General Residence District to the R-1 Single Family Residential District, and Declarant will not challenge or object to such rezoning. C. No Private Right of Action. This Restrictive Covenant shall not create a private right of action in any individual, Household, organization, corporation or other legal entity, or other governmental body or agency to enforce the provisions of this Restrictive Covenant or seek legal or equitable remedies against Declarant or the Management Company based on an alleged violation of this Restrictive Covenant by Declarant or the Management Company or Declarant's or the Management Company's refusal to rent an Affordable Residential Unit to any individual or Household notwithstanding the fact that such individual or Household qualifies to rent such unit under the Income Requirements. SECTION 6. Exercise of VillaLre Rie'hts. Waiver. The Village is not required to exercise the rights granted in this Restrictive Covenant, except as it shall determine to be in its best interest. Failure by the Village to exercise any right herein granted shall not be construed as a waiver of that right or any other right. Nothing in this Restrictive Covenant shall be deemed or construed to constitute a dedication of any property to the Village. SECTION 7. Notices. All notices required or permitted to be served by this Restrictive Covenant shall be served in writing and shall be deemed to be served when delivered personally or three business days following deposit, by certified or registered mail, return receipt requested, in the United States mail, postage prepaid. Notices to Declarant shall be sent to the following address or to such other address or person as Declarant may from time to time provide the Village by notice: Zion Woods, LLC c/o Housing Opportunity Development Corporation 5340 Lincoln Avenue Skokie IL 60077 5 Notices to the Village shall be sent to the following address, or to such other address or person as the Village may from time to time provide Declarant by notice: Village to Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 Attention: Village Manager) SECTION 8. Nullification and Amendment. Except as may be otherwise provided by law, this Restrictive Covenant may be annulled only upon the express, prior written approval of the Village, by resolution duly adopted by the Village Board of Trustees. This Restrictive Covenant may be amended only upon the express, prior written approval of the Village, by resolution duly adopted by the Village Board of Trustees, and by execution of such amendment by Declarant with consent of Owner. SECTION 9. Term The term of this Restrictive Covenant shall commence on the Effective Date and terminate at the end of the Extended Affordability Period ("Term'). SECTION 10. Covenants Running with the Land. The restrictions imposed by this Restrictive Covenant shall be restrictions running with the land during the Term and shall be binding upon and inure to the benefit of Declarant and any and all of its successors, assigns, agents, licensees, lessees, invitees, and representatives, including, without limitation, all subsequent owners of that portion of the Property upon which the Apartment Buildings have been constructed and all persons claiming under them to the extent provided in this Restrictive Covenant. All leases for Affordable Residential Units, and all contracts and deeds of conveyance relating to the portion of the Property upon which the Apartment Buildings have been constructed, shall be subject to the provisions of this Restrictive Covenant to the extent provided in this Restrictive Covenant. IN WITNESS WHEREOF, Declarant has caused this Restrictive Covenant to be executed by a duly -authorized representative on the date first above written. [SIGNATURE PAGE FOLLOWS] L DECLARANT: ZION WOODS, LLC, an Illinois limited liability company By: HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for -profit corpora Manager By. Name: Richard Koenig Its: Executive Director ACKNOWLEDGMENTS STATE OF �L ) �UD � ) SS. COUNTY OF ) This instrument was acknowledged before me on - AS-'—k), 2021, by Richard Koenig. the Executive Director of HOUSING OPPORTUNITY DEVELOPMENT CORPORATION, an Illinois not -for - profit corporation, A MANAGER OF Zion Woods, LLC, an Illinois limited liability company. Given under my hand and official seal this Z''day of Cek-2021. Notary Publi My Commission exp SEAL OFFICIAL. SEAL 13RIL}GL1 A WHITE [.N,O.TARYPUBLIC - STATE OF IWNOIS Y COMMISSION EXPIRES:07/22124 PROPERTY LEGAL DESCRIPTION THAT PART OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 43 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING NORTH OF THE NORTH LINE OF THE PUBLIC HIGHWAY KNOWN AS HIGHLAND PARK, DEERFIELD ROAD, AS DEDICATED BY DOCUMENT 217791 AND LYING WEST OF THE WEST LINE OF THE DRAINAGE CANAL, AS CONDEMNED BY PROCEEDINGS FOR THE COUNTY COURT CASE 5303, IN LAKE COUNTY, ILLINOIS. ADDRESS: 10 DEERFIELD ROAD, DEERFIELD, ILLINOIS PINs: 16-28-400-036-0000 anclApj*rQ49jVQQ /: . 16-28-40.0-039-0000 This document was prepared by And after recording to be returned to: Steven Friedland Applegate & Thorne -Thomsen 425 S. Financial Place Suite 1900 Chicago, IL 60605 -i i o o '+�t'K 3 '41 Wheaton, I IIIII II IIIII lil IIIII IIIII IIIII illli IIIII IIIII IIIII IIIII IIIII IIIII lllll Ili IIII Image# 061631150005 Type: DEC Recorded: 12/10/2021 at 12:06:22 PM Receipt#: 2021-00103020 Pape 1 of 5 Fees: $60.00 IL Rental Housing Fund: $9.00 Lake County IL Recorder Mary Ellen Vanderyenter Recorder File7882896 (The above space for recorder's use only) DECLARATION OF CONSENT AND ACKNOWLEDGEMENT AND SUBORDINATION THIS DECLARATION OF CONSENT, ACKNOWLEDGEMENT AND SUBORDINATION (this "Declaration") is made as of November 24, 2021 by Zion Woods, LLC, an Illinois limited liability company ("Zion Woods") and the Village of Deerfield, an Illinois home rule municipality ("Village"). Recitals WHEREAS, Zion Woods is the owner of the real property in the Village of Deerfield, Lake County, State of Illinois commonly known as 10 Deerfield Road, Deerfield, Illinois 60015 and legally described on Exhibit A attached hereto and made a part hereof (the "Property"). WHEREAS, Zion Woods acquired title to the Property from Housing Opportunity Development Corporation, an Illinois not -for -profit corporation ("HODC"). WHEREAS, HODC and Brinshore Development, LLC, an Illinois limited liability company (collectively, the "Developer") filed an application for a Special Use Permit for a Planned Residential Development with the Village of Deerfield (the "Village"). WHEREAS, the Village adopted an ordinance approving the Special Use Permit (the "Ordinance") and entered into a Development Agreement with the Developer (the "Development Agreement") in accordance with the Ordinance. WHEREAS, the Development Agreement required that prior to a transfer of title to the Property the transferee, Developer and the Village must execute and record a Transferee Assumption Agreement (the "Transferee Agreement"). WHEREAS, the conveyance of the Property to Zion Woods has occurred prior to the recording of the Ordinance, Development Agreement and Transferee Agreement (collectively, the "Village Documents"). The Ordinance was recorded in the office of the Lake County Recorder on 'BM .1_9 2021 as Document Number It"5'Z-4r�j1 The Development Agreement was recorded in the office of the Lake County Recorder on T-*C- 10 , 2021 as Document Number 909941.1 'I The Transferee Agreement was recorded in the office of the Lake County Recorder on b , 2021 as Document Number - ti :�- WHEREAS, Zion Woods, desires by this Declaration to consent to and acknowledge the Village Documents and subordinate its title to the Village Documents as if the Village Documents were all recorded prior to the acquisition of title to the Property by Zion Wood. NOW, THEREFORE, for $10.00, consideration of the covenants herein contained and other good valuable consideration, it is agreed by and between the Village and Zion Woods as follows: 1. Consent. Zion Woods hereby consents to and acknowledges the Village Documents and agrees that Zion Woods' title to the Property is subject and subordinate to the Village Documents, in all respects, as if the Village Documents were all recorded prior to Zion Woods' acquisition of title to the Property. 2. Covenants to Run with Land. It is intended that Village Documents shall run with the land and shall bind every owner and/or every other person or entity now or hereafter having any fee or other interest therein and shall inure to the benefit of the respective parties and their successors, assigns, heirs, and personal representatives. 3. Governing Law. This Declaration shall be governed by, and enforced in accordance with, the internal laws, but not the conflicts of laws rules, of the State of Illinois. [Signature on following page] 2 In Witness Whereof, said Zion Woods has caused this Declaration to be executed this 24th day of November 2021. Zion Woods, LLC, an Illinois limited liability company By: Housing Opportunity Development Corporation, an Illinois not -for -profit corporation, a manager By: Name: Richard Koenig Title: Executive Director STATE ILLINOIS COUNTY COOK The foregoing instrument was acknowledged before me this '2q day of N 0(6� 2021, by Richard Koenig, Executive Director of Housing Opportunity Development Corporation, an Illinois not -for -profit corporation, a manager of Zion Woods, LLC, an Illinois limited liability company. He is personally known to me. Witness my hand and official seal. Notary Pu My commission expires: BRIDWA WHITE NOTARY PUBLIC - STATE OF A1.INOIS MY C iiiSSM EiO M8107=4 3 In Witness Whereof, said Village of Deerfield has caused this Declaration to be executed this ;W day of November 2021. ATTEST STATE ILLINOIS COUNTY LAKE VILLAGE OF DEERFIELD, an Illinois home rule municipal or oration By: i4l� Kent S. � treet, Village Mana er The foregoing instrument was acknowledged before me this 2Z_ day of _November, 2021, by Kent S. Street, Village Manager of the Village of Deerfield, an Illinois home rule municipal corporation, and _Tay� i e, l a.vC P 0 Sen _ _ . They are personally known to me. Witness my hand and official seal. My commission expires: _ IZ- I !a ZDXLJ ■ILL � �/'LI�1l�AM NOTARY, STATE OF UN M my COMMON Eom: tmom SCANNED AS PRESENTED �alq gam. Lake County Recorder {00123661 11 4 EXHIBIT A LEGAL DESCRIPTION THAT PART OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 43 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING NORTH OF THE NORTH LINE OF THE PUBLIC HIGHWAY KNOWN AS HIGHLAND PARK, DEERFIELD ROAD, AS DEDICATED BY DOCUMENT 217791 AND LYING WEST OF THE WEST LINE OF THE DRAINAGE CANAL, AS CONDEMNED BY PROCEEDINGS FOR THE COUNTY COURT CASE 5303, IN LAKE COUNTY, ILLINOIS. ADDRESS: 10 DEERFIELD ROAD, DEERFIELD, ILLINOIS PINs: 16-28-400-036-0000 and 1,6iW0 9,400'00 16-28-400-039-0000 5