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R-22-65
VILLAGE OF DEERFIELD RESOLUTION NO. R-22-65 A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT (1101 and 1121 Lake Cook Road — Heritage Woods Northwest) WHEREAS, Deerfield Supportive Living, LLC ("Owner') is the record owner of these certain parcels of real property commonly known as 1101 and 1121 Lake Cook Road, Deerfield, Illinois ("Property'); and WHEREAS, in furtherance of the construction of the Proposed Development, the Applicant filed an application with the Village seeking approval of: (i) and amendment to the Special Use ("PUD Amendment'); (ii) and amendment to the Final Development Plan for the Deerfield Business Center PUD ("Amended Final Development Plan'); (iii) a special use to operate an assisted living facility on the Property ("Special Use'); (iv) a zoning exception from Section 6.01-F of the Zoning Ordinance ("Height Exception'); (v) a Zoning Exception from Sections 6.02-F, 8.02-C, and Appendix I of the Zoning Ordinance ("Parking Exception'; and (vi) a zoning exception from Section 9.02-C of the Zoning Ordinance ("Ground Sign Exception's (the PUD Amendment, Amended Final Development Plan, Special Use Height Exception, Parking Exception, and Ground Sign Exception are, collectively, the "Final Approvals'); and WHEREAS, the Final Approvals require that the Village and Owner enter into a development agreement governing the use and development of the Property ("Development Agreement"); and WHEREAS, the Village Board has determined that 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: 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. In the event that the Owner transfers the Property to an affiliated entity prior to executing the Development Agreement, the Village Attorney is authorized and directed to amend the Development. Agreement as may be necessary to allow for its execution by the Owner's affiliate. 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 Owner or Owner's affiliate; provided, however, that if the executed copy of the Development {00126982.1) Agreement is not received by the Village Clerk within 120 days after the effective date of this Resolution, or within such greater period of time as the Village Board may approve by resolution, then this authority to execute and attest will, at the option of the Village Board, be null and void. SECTION FOUR: 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. AYES: Benton, Berg, Jacoby, Metts-Childers, Seiden NAYS: None ABSTAIN: None ABSENT: Oppenheim PASSED: November 21, 2022 APPROVED: November 21, 2022 RESOLUTION NO. R-22-65 U--� Daniel C. Shapiro, Mayor ATTESTwilll� Kent S. Stre .t, Village Cler {00126982.1} EXHIBIT A DEVELOPMENT AGREEMENT {00126982.11 September 12, 2022 Draft THIS DOCUMENT PREPARED BY AND AFTER RECORDING RETURN TO: Benjamin Schuster Elrod Friedman LLP 325 N. LaSalle Street Suite 450 Chicago, IL 60654 Above Space For Recorder's Use Only DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF DEERFIELD AND DEERFIELD SUPPORTIVE LIVING, LLC (1101 and 1121 Lake Cook Road) DATED AS OF .2022 (00125916.41 September 12, 2022 Draft DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF DEERFIELD AND DEERFIELD SUPPORTIVE LIVING, LLC 0101 and 1121 Lake Cook Road) DATED AS OF , 2022 THIS DEVELOPMENT AGREEMENT ("Agreement'l is made as of the day of , 2022, by and between the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Village'l and DEERFIELD SUPPORTIVE LIVING, LLC, an Illinois limited company ("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 VII of the Illinois Constitution. B. The Property is an approximately 4.65-acre property located at the address commonly and collectively known as 1101 and 1121 Lake Cook Road, Deerfield, Illinois C. As of the Effective Date of this Agreement, Developer is the contract purchaser of the Property. D. The Property is located in the 1-1 Office Research and Restricted Industrial District (`14 District'l of the Village. E. The Property is located entirely within the Deerfield Business Center Planned Unit Development ( "Deerfield Business Center PUD" }. F. On April 18, 1983, the Village Board adopted Ordinance No. 0-83-12, approving a final development plan ( "Final Development Plan' for the development and maintenance of the Deerfield Business Center PUD, which Final Development Plan has been amended from time to time. G. The Property is currently improved with two, one-story office buildings (collectively, "Existing Structures") and parking lot ("Existing Parking Lot'). H. The Developer desires to demolish the Existing Structures and Existing Parking Lot and develop a four-story, 150 unit assisted care facility, a parking lot with 124 parking spaces and make other landscaping and site improvements to the Property (collectively, "Development'. I. In connection with the Development, Developer filed applications with the Village seeking relief from the Zoning Ordinance, including approval of: (i) an amendment to a special use and an Amended Final Development Plan for the Deerfield Business Center PUD; (ii) a special use to allow the operation of an assisted care facility; (iii) an exception for the height of {00125916.4} September 12, 2022 Draft the Development; (iv) an exception to allow parking spaces to have a depth of 18 feet; (v) exceptions to allow for the construction of two business ground signs on the Property; and (vi) a text amendment to make assisted care facilities a special use in the 1-1 District (collectively, "Requested Relief'). J. A public hearing was held by the Village Plan Commission on February 10, 2021, to consider preliminary approval of the Amended Final Development Plan for the Development on the Property and recommended that the Board approve such relief. K. On March 21, 2022, the Corporate Authorities adopted Resolution No. R-22-16, providing preliminary approval of the Amended Final Development Plan for the Development ("Preliminary Amended Development Plan'j. L. A public meeting was held by the Plan Commission on May 12, 2022, to consider whether the Amended Final Development Plan for the Development was in substantial conformance with the Preliminary PUD Development Plan. M. On May 12, 2022, the Plan Commission certified to the Corporate Authorities that the Final Amended Development Plan was in substantial conformance with the Preliminary Amended Development Plan. N. On 2022, the Corporate Authorities adopted the Planned Unit Development Ordinance approving the Development, effective upon the execution of this Agreement. O. 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. P. The Village desires that the Property be developed and used only in compliance with this Agreement and the Planned Unit Development Ordinance. 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. "Amended Final Development Plan The Final Development Plan, as amended by the Building Site Coverage Plan, Electrical Site Plan, Elevations, Final Engineering Plan, Floor Plans, Geometric Plan, Grading Plan, Impervious Surface Plan, Landscape Plan, Photometric Plan, Signage Plan, Site Plan, Trash Enclosure Plan, Tree Preservation Plan, Utility Plan, and Vehicle Plan, as approved in Section 3 of the Planned Unit Development Ordinance, as may be amended pursuant to Section 15.N of this Agreement. "Building Code": Chapter 6 of the Village Code and all international and model codes adopted therein. (00125916.41 2 September 1Z 2022 Draft "Building Site Coverage Plan": That certain "Building Site Coverage Illustration and Open Space Area Illustration," prepared by WJW Architects and consisting of one sheet, with a latest revision date of April 21, 2022, a copy of which is attached to this Agreement as Exhibit B- 1. "Corporate Authorities": The Mayor and Board of Trustees of the Village. "Demolition Plan". That certain "Site Demolition Plan," prepared by Eriksson Engineering and consisting of one sheet, with a latest revision date of November 14, 2022, a copy of which is attached to this Agreement as Exhibit B-2. "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. "Electrical Site Plan": That certain "Electrical Site Plan," prepared by Kornacki and Associates, Inc. and consisting of one sheet, with a latest revision date of April 21, 2022, a copy of which is attached to this Agreement as Exhibit B-1 "Elevations": Those certain "Building Elevation Drawings," prepared by WJW Architects and consisting of six sheets, with a latest revision date of April 21, 2022, a copy of which is attached to this Agreement as Exhibit B-4. "Events of Default": Defined in Section 12.A of this Agreement with respect to the Developer and in Section 12.B of this Agreement with respect to the Village. "Final Engineering Plan": Those certain "Final Engineering Plans" prepared by Eriksson Engineering and consisting of 12 sheets, with a latest revision date of November 14, 2022, a copy of which is attached to this Agreement as Exhibit B-5. "Floor Plans": Those certain "First Floor Plan," "Second Floor Plan," "Third Floor Plan," and "Fourth Floor Plan," prepared by WJW Architects and consisting of four sheets, with a latest revision date of April 21, 2022, a copy of which is attached to this Agreement as Exhibit B-6. "Geometric Plan": That certain "Site Geometry Plan," prepared by Eriksson Engineering and consisting of one sheet, with a latest revision date of November 14, 2022, a copy of which is attached to this Agreement as Exhibit B-7. "Grading Plan": That certain "Grading and Paving Plan," and "Site Erosion Sediment Control Plan," prepared by Eriksson Engineering and consisting of two sheets, with a latest revision date of September 8, 2022, a copy of which is attached to this Agreement as Exhibit B-8. "Impact Fee Ordinance": Village Ordinance No. 0-93-48. "Impervious Surface Plan": That certain "Proposed Impervious Coverage Plan, prepared by Eriksson Engineering and consisting of one sheet, with a latest revision date of April 21, 2022, a copy of which is attached to this Agreement as Exhibit B-9. "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 Amended (00125916.41 3 September 12, 2022 Draft Final Development Plan, but specifically excluding the assisted care building to be constructed on the Property. "Landscape Plan": That certain Site Landscape Planting Plan, prepared by Eriksson Engineering and consisting of seven sheets, with a latest revision date of September 8, 2022, a copy of which is attached to this Agreement as Exhibit B-10. "Letter of Credit": The specific form of performance security required by Section 8.A of this Agreement, and a form of which is included as Exhibit C to this Agreement. "Maintenance Guarantee": Defined in Section 8.0 of this Agreement. "Parties": The Village and Developer, 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 legal successor, agent, representative, authorized assign, or fiduciary acting on behalf of any of the above. "Photometric Plan": That certain "Photometric Site Plan," prepared by Kornacki and Associates, Inc. and consisting of two sheets, with a latest revision date of September 8, 2022, a copy of which is attached to this Agreement as Exhibit B-11. "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. adopted by the Corporate Authorities, as may be amended, approving for the Property: (i) an amendment to a special use for a planned unit development; (ii) an amendment to the Final Development Plan for the Property; (iii) a special use for the operation of an assisted care facility; and (iv) certain zoning exceptions within the approved planned development. "Property": That certain tract of land, consisting of an approximately 4.65 acre property located at the address commonly and collectively known as 1101 and 1121 Lake Cook 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, as depicted in Exhibit E. "Requirements of Law": All applicable federal, state and Village laws, statutes, codes, ordinances, resolutions, rules, and regulations. "Si na a Plan": That certain "KGH Monument Sign Elevation" and "Heritage Woods of Deerfield Monument Sign Elevation," prepared by WJW Architects and consisting of two sheets, with a latest revision date of April 21, 2022, a copy of which is attached to this Agreement as Exhibit B-12. "Site Plan": That certain "Proposed Site Plan," prepared by WJW Architects and consisting of one sheet, with a latest revision date of April 21, 2022, a copy of which is attached to this Agreement as Exhibit B-13 {00125916.41 4 September 12, 2022 Draft "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": Collectively, the "Deerfield Standards and Specifications Manual," as amended, and the "Illinois Department of Transportation Standard Specifications for Road and Bridge Construction," as amended. "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 residential building to be constructed as part of the Development. "Subdivision Code": The Subdivision Code of the Village of Deerfield, as amended. "Transferee Assumption Agreement": Defined in Section 10.B.4 of this Agreement. "Trash Enclosure Plan": That certain "Masonry Trash Enclosure Plan," prepared by WJW Architects and consisting of one sheet, with a latest revision date of April 21, 2022, a copy of which is attached to this Agreement as Exhibit B-14. Preservation Ordinance": Article 4 of Chapter 21 of the Village Code. "Tree Preservation Plan": That certain "Tree Preservation and Removal Plan," prepared by Eriksson Engineering and consisting of one sheet, with a latest revision date of September 8, 2022, a copy of which is attached to this Agreement as Exhibit B-15. "Uncontrollable Circumstance": Any of the following events and circumstances that materially change the costs or ability of the 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; 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 the 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 the Developer (except as caused by events that are Uncontrollable Circumstances as to such contractor). {00125916.4} 5 September 1 Z 2022 Draft "Utility Plan": That certain "Site Utility Plan," prepared by Eriksson Engineering and consisting of one sheet, with a latest revision date of November 14, 2022, a copy of which is attached to this Agreement as Exhibit B-16. "Vehicle Plan": That certain "Vehicular Exhibit," prepared by Eriksson Engineering and consisting of one sheet, with a latest revision date of April 21, 2022, a copy of which is attached to this Agreement as Exhibit B-17. level. "Vertical Construction": The construction of any portion of a Structure above grade "Village Code". Municipal Code of the Village of Deerfield, Illinois (1976), as amended. "Zoning Ordinance": The Deerfield Zoning Ordinance (1978), as amended. 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_ Re-!Iuirements. 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. Demolition of the Existinq Structures. Developer must demolish the Existing Structures and Existing Parking Lot on the Property in strict compliance with the Demolition Plan and the Requirements of Law. B. Development. The Development must consist of the following required elements, all of which were promised by the Developer and served as an enticement to the Village to enter into this Agreement: (00125916.4) 6 September 12, 2022 Draft 1. Assisted_ Care Building: The Developer will construct a four-story assisted care building with a total of 150 residential apartments on the Property, consisting of 90 one -bedroom residential units and 60 studio residential units. 2. Parking: 124 off-street parking spaces. C. General Use and Development Restrictions. The development, construction, use, operation and maintenance of the Development on the Property, must, except for minor alterations due to final engineering and site work approved by the Village Engineer or the Director of Community Development, as appropriate, comply, be maintained, and be in accordance, with the following: this Agreement; 2. the Planned Unit Development Ordinance; 3. the Amended 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 9 of this Section 3.C, the interpretative provisions of Section 2.13.4 will prevail. SECTION 4 IMPROVEMENTS. A. Description of Im rovements. The 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 Amended Final Development Plan, including, without limitation, the following: Stormwater improvements; 2. Sanitary sewer mains and service lines; 3. Water mains and service lines; 4. Street lighting; and 5. The landscaping, as depicted in the Landscape Plan. B. Desicin and Construction of the Improvements. 1 General Standards. All Improvements must be designed and constructed pursuant to and in accordance with the Amended Final Development Plan and the Development Approvals, and will be subject to the reasonable written satisfaction of the Village Engineer in {00125916.4} 7 September 1Z 2022 Draft 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, the Developer must meet with the Village Engineer, or their designee, to develop a mutually - 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, the 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. The 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 Amended Final Development Plan, and the Requirements of Law, until the work is properly completed, and providing that the Developer may take over and prosecute the work if the contractor fails to do so in a timely and proper manner. 4. Engineering Services. The 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, which engineer shall be approved by the Village Engineer. The 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. The 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, The 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. The 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. The Developer must coordinate and cooperate with all utility companies and owners of neighboring properties as may be necessary {00125916.4} 8 September 1Z 2022 Draft 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. The Developer must, at its sole cost and expense, and in accordance with and pursuant to the Amended Final Development Plan, upgrade: (a) all public utility connections servicing the Property, whether or not the connections are located on- or off -site; and (b) the connection of all utilities to facilities located on the Property. 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 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, the 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 Amended Final Development Plan and all Requirements of Law. 2. Completion of 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 the 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 the 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 the 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. The 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 the 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). The 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 Amended Final Development Plan and Requirements of Law. (00125916.4) 9 September 12, 2022 Draft 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 Amended 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, the 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, 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. The Developer must, at the same time: (a) grant, 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, the 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. The 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 the Developer is not adequately maintaining, or has not adequately maintained, any Public Improvement, the Developer must, after 10 days' prior written notice from the Village (subject to Uncontrollable Circumstances), correct it or cause it to be corrected. If the 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 the 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, the Developer must, upon demand by the Village, pay the costs of the work to the Village. If the Developer fails to pay the costs, the Village will have the right to draw from the Maintenance Guarantee required pursuant to Section 8.6 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 8.13 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. Maintenance of Property Prior to Demolition. The Developer shall, at all times prior to demolition of the Existing Structures on the Property, (i) maintain the Property and Existing Structures in accordance with all Requirements of Law, (ii) keep the Existing Buildings secure, (00125916.4) 10 September 12, 2022 Draft and (iii) maintain the heat and conditions of the Property in a manner that prevents the pipes from freezing and from any damage being done to the utility lines and infrastructure that are on or serve the Property. B. Single Phase of Development. Demolition of the Existing Structures, construction of the Improvements, and development of the Property must take place in one continuous phase. C. General Construction and Contracting Requirements. 1. ComiAance with Plans and Approvals. The development of the Property must be designed and constructed pursuant to and in accordance with the Amended Final Development Plan and the Planned Unit Development Ordinance, unless otherwise modified pursuant to Section 15. N of this Agreement. 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 Planned Unit Development Ordinance, 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. 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. D. Demolition of Existing Structures. The Developer may commence demolition of the Existing Structures 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. E. 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 Engineer has determined that.. (i) there has been no damage to the stormwater improvements located on or serving the Property, and if there is, that the stormwater improvements have been repaired; and (ii) a functional water system is undamaged and remains that can deliver water to all proposed fire hydrants on the Property in the manner required by the Village. F. Diligent Pursuit of Construction. 1. Once demolition activities on the Property commence 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 (00125916.4) 11 September 12, 2022 Draft 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. G. Construction Traffic. 1. Construction and Traffic Management Plan The 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 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) {00125916.41 12 September 12, 2022 Draft 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, the 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. H. Parking. Storm Water Manacement, and Erosion Control During Construction. During construction of any of the structures or Improvements on the Property, the 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 3. Install erosion control devices as necessary to prevent silt, dirt and other materials from leaving the site and traveling onto other properties in accordance with all Requirements of Law, including the Lake County Stormwater Management Ordinance, which has been adopted by the Village. All installations made pursuant to this Section 5.H must be maintained by the Developer until construction of the Development is complete. 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 the 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 Planned Unit Development Ordinance, or the Requirements of Law. 2. Pre -Conditions to Issuance of Demolition and Building Permits. The Village will have the right, but not the obligation, to refuse to issue any demolition permits and building permit for any Structure other than any Structures that are required for the construction of the storm sewer systems, sanitary sewer mains, watermains, and water connections to be constructed on or near the Property prior to the installation by the Developer, and approval by the Village Engineer, of all storm sewer systems, sanitary sewer mains, watermains, water connections, and site grading Improvements that are set forth in the Amended Final Development Plan or required by law. 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 {00125916.4} 13 September 1Z 2022 Draft 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. J. Completion of Construction: Site Restoration. 1. Removal of Partially Constructed Structures and Improvements. Subject to Uncontrollable Circumstances, if the 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, the 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 the 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 the Developer fails or refuses to remove any partially completed buildings, structures, and Improvements, or to perform Site Restoration, as required pursuant to Section 5.J.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. The Developer must fully reimburse the Village for all costs and expenses, including legal and administrative costs, incurred by the Village for such work. If the 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 8 of this Agreement, an amount of money sufficient to defray the entire cost of the work, including legal fees and administrative expenses. If the 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 5.12 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. K. As -Built Plans. After completion of construction of any new Structure, the Developer 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, if any; and (2) for other final construction documents as reasonably required and approved by the Director of Public Works and Engineering and the Village Principal Planner. The as -built plans must indicate, without limitation, final spot grades of all hard surfaces; location and depth of all public utilities; the amount, in square feet, of impervious surface area on the Property; detention volume (if applicable); location of all privately owned utilities/appurtenances; and a tree inventory. L. Damage to Public Property. The 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, the 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 the Developer or any agent of or contractor hired by, or on behalf of, the Developer; and (2) repair any damage that may be caused by the activities of the Developer or any agent of or contractor hired by, or on behalf of, the Developer. (00125916.4} 14 September 12, 2022 Draft M. 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, the Developer must install all landscaping on the Property, as depicted on the Amended 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. The landscaping shall consist of plants and trees native to the Village. C. The 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 Amended Final Development Plan; and (ii) designated for protection by the Village Engineer. d. No grade alteration or construction may take place within designated tree preservation areas, consistent with the tree fencing plan that must be submitted with the Developer's applications for building permits for the Proposed Development. e. All trees, shrubs, plantings, and ornamentals must be healthy, and of the size, height, and species described in the Landscape Plan. f. The Village Engineer will have the right to reasonably reject or require replacement of any landscaping that is not in accordance with this Agreement. g. The 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. h. The final grade of the site must contain a minimum of four to six inches of topsoil, except as may be approved by the Village Engineer. i. 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 Landscape Plan, and must comply with the tree replacement requirements set forth in the Village Code. j. The 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. The 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. N. 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. (00125916.4) 15 September 12, 2022 Draft O. 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. LAND DEDICATIONS: CONTRIBUTIONS. The 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: $98,143.00; 2. Northbrook School District 28: $0.00; 3. Northbrook Rural Fire Protection District: $787.50; and 4. The Village and Library: $107,362.50 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. The Developer acknowledges that the payment of development impact fees imposed by the Impact Fee Ordinance are reasonable and that the Developer hereby holds harmless and releases the Village, the Deerfield Public Library, the Deerfield Park District, Northbrook School District 28, and Northbrook Rural Fire Protection District (collectively, the "Districts') from any claim or other action the 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. The Developer acknowledges and agrees that, if the 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 6: (a) the Village will have no liability or responsibility whatsoever to pay to the Developer the difference between the credit and the Impact Fees otherwise due; and (b) the Developer must pursue any claim for any such payment with the affected Districts. SECTION 7. 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, the 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. The 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 the Developer during the term of this Agreement in connection with the use and development of the Property. Further, the Developer acknowledges and agrees that it is liable for (00125916.4) 16 September 1Z 2022 Draft 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, the 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 8. PERFORMANCE SECURITY. A. General Requirements. As security to the Village for the performance by the Developer of its obligations to construct and complete the Improvements pursuant to and in accordance with this Agreement, the Developer hereby irrevocably elects, on behalf of itself and its successors, and agrees to provide, or to cause an affiliate of the Developer 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's 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 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. In the event that the Developer seeks to reduce the Letter of Credit as Improvements are completed, the Developer shall not seek such reduction until it provides the Village as -built plans or other drawings and specifications requested by the Village for the Improvements that have been completed. 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 determined by the Village Manager, and such failure or refusal is an 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 {00125916.4} 17 September 12, 2022 Draft 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 8.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 9. LIABILITY AND INDEMNITY OF VILLAGE. A. Village Review. The 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 the 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. The 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 Planned Unit Development Ordinance, and the Developer agrees not to challenge such approvals on the grounds of any procedural infirmity or of any denial of any procedural right. C. Indemnity. The 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. The obligations of this Section 9.0 shall apply only to those claims that could be brought during or that arise in connection with an act or omission of Developer that occurs during the term of this Agreement. D. Defense Expense. The 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 10. NATURE. SURVIVAL AND TRANSFER OF OBLIGATIONS. A. Binding Effect. All obligations assumed by the Developer under this Agreement are and will be binding upon the Developer personally, upon any and all of its heirs, successors, and assigns, and upon any and all of the respective successor legal or beneficial Developers of all or any portion of the Property. B. Successors and Transferees. To assure that all grantees, successors, assigns, and transferees of the Developer and all successor owners of all or any portion of the Property have notice of this Agreement and the obligations created by it, the Developer must: {00125916.4) 18 September 12, 2022 Draft 1. Deposit with the Village Clerk, concurrent with the approval of this Agreement, any consents or other documents necessary to authorize the Village to record this Agreement in the office of the Cook County Clerk's Recordings Division; 2. Notify the Village in writing at least 30 days prior to any date on which the Developer transfers (as that term is defined in Section 10.0 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 tenants within the Development; 3. Incorporate this Agreement by reference into any and all real estate sales contracts for transfers, as that term is defined in Section 10.0 of this Agreement, entered into for the sale of all or any portion of the Property; and 4. Except as provided in Section 10.0 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 the Developer will be released to the extent of the transferee's assumption of the liability. The failure of the Developer to provide the Village with a copy of a Transferee Assumption Agreement fully executed by the transferee and, if requested by the Village, with the transferee's proposed assurances of financial capability before completing any transfer, will result in the 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 the 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. The term "transfer" does not include transfers of membership interests in the Developer. 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 11. TERM. This Agreement is not terminable at -will by either Party. The provisions of this Agreement run with and bind the Property and inure to the benefit of, be enforceable by, and obligate the Village, the 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 later of: (i) the Improvements are approved by the Village and the Improvements, as required by this Agreement and the Subdivision Code, {00125916.4) 19 September 12, 2022 Draft are accepted by the Village; and (ii) the Structures are completed in accordance with the Amended Final Development Plan and all Requirements of Law, and the Village has issued certificates of occupancy for such Structures. Upon the end of the term as set forth in this Section, 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 11, the Developer's indemnity and defense obligations as set forth in Section 9 of this Agreement and Developer's obligations in Sections 5.M.1.g and 5.M.1.j shall survive the termination of this Agreement for the time period set forth therein. SECTION 12. EVENTS OF DEFAULT. A. Developer Events of Default. The following are Developer Events of Default under this Agreement: 1. If any representation made by the Developer in this Agreement, or in any certificate, notice, demand or request made by the 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) the Developer makes such representation true and correct within 15 days after receiving notice from the Village, then such default shall be deemed cured. 2. Default by the 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 the 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 the 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 the 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 the 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 the 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 the 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 the 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 the Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Developer or of any substantial part of the Property, or the making by any such entity of any assignment for the benefit of creditors or the failure of the Developer generally {00125916.4} 20 September 12, 2022 Draft to pay such entity's debts as such debts become due or the taking of action by the Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds to meet the Developer's obligations. 7. Sale, assignment, or transfer of the Property except in accordance with the Transferee Assumption provisions in Section 10 of this Agreement. 8. Change in the organizational status of the Developer except in accordance with the Transferee Assumption provisions in Section 10 of this Agreement. 9. The 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 the Developer to secure any approvals required for the development or construction of the Property will not be a valid defense to abandonment. 10. The 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. 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 the 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 the 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 13. 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.J 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.J, the Corporate Authorities will have the right, but not the {00125916.4} 21 September 1Z 2022 Draft obligation, to terminate the entitlements set forth in the Planned Unit Development Ordinance and this Agreement, without protest or objection by the 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, the Developer and the Village will be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the 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 13, the 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 Planned Unit Development Ordinance. 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 Planned Unit Development Ordinance if a Developer Event of Default occurs under this Agreement. 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. E. Right to Cure by Lender or Investor Member. In the event that Developer fails to perform a covenant as set forth in this Agreement, the Village shall, prior to exercising any such right or remedy, send notice of such failure by Developer to Developer's first mortgage lender and any subordinate lender (collectively, "Lender") and the Developer's investor member ("Investor Member") provided that Developer has provided the Village with the address of any such Lender and Investor Member in writing, and the Lender and Investor Member shall have the right (but not the obligation) to cure such failure to perform by the Developer in the same manner and time period as the Developer. In connection with the notices to Lender and Investor Member, the Village will exercise reasonable efforts to provide copies of any notices given to Developer; however, the Village's failure to furnish copies of such notices shall not limit the Village's exercise of any of its rights and remedies under this Agreement, or affect the validity of the notice. SECTION 14. 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 {00125916.4} 22 September 1Z 2022 Draft 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 Developer. The Developer, and the person executing this Agreement on behalf of the Developer, represent, warrant, and covenant, as of the Effective Date of this Agreement, that: 1. The Developer is an Illinois limited liability company duly organized, validly existing, and qualified to do business in Illinois; 2. The Developer has the right, power, and authority to enter into, execute, deliver and perform this Agreement, and the Developer is in compliance with all Requirements of Law, the failure to comply with which could affect the ability of the Developer to perform its obligations under this Agreement; 3. The execution, delivery and performance by the Developer 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 the Developer is now a party or by which the Developer 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 the Developer has provided to the Village accurately and truthfully represent the Developer's capabilities, resource, and intentions for the construction of the Development on the Property as of the Effective Date. The Developer agrees and acknowledges that these submissions have served to induce the Village to enter into this Agreement and that any material misrepresentation contained in the Developer's submissions shall constitute an uncurable Event of Default pursuant to Section 12 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 the Developer which would impair its ability to perform under this Agreement; 6. The Developer 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. The Developer has sufficient financial and economic resources to implement and complete its obligations under this Agreement; (00125916.4) 23 September 12, 2022 Draft 8. The Developer has no knowledge of any liabilities, contingent or otherwise, of the Developer which might have a material adverse effect upon its ability to perform its obligations under this Agreement. SECTION 15. GENERAL PROVISIONS. A. Notices. Any notice required to be given under this Agreement will be in writing and will be delivered (i) personally, (ii) by a reputable overnight courier, (iii) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid, and (iv) by E-mail. E-mail notices will be deemed valid and received by the addressee when delivered by e-mail and (a) opened by the recipient on a business day at the address set forth below, and (b) followed by delivery of actual notice in the manner described in either (i), (ii) or (iii) above within three business days thereafter at the appropriate address set forth below. Unless otherwise expressly provided in this Agreement, notices will be deemed received upon the earlier of (a) actual receipt; (b) one business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the requirements of this Section, each party will have the right to change the address or the addressee, or both, for all future notices to the other party, but no notice of a change of addressee or address will be effective until actually received. Notices to the Village will be addressed to, and delivered at, the following address: 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 Notices to Developer will be addressed to, and delivered at, the following address: Deerfield Supportive Living, LLC 5000 W. Roosevelt Road, Suite 101 Chicago, IL 60644 Attention: Stephen Barron with a copy to: Thompson Coburn LLP 55 East Monroe Street, 37th Floor Chicago, IL 60603 Attention: Bernard I. Citron And to: Applegate & Thorne -Thomsen, P.C. 425 S. Financial Place, Suite 1900 Chicago, IL 60605 Attention: Matthew C. Brett B. Time of the Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. {00125916.41 24 September 12, 2022 Draft 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 filed 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 Village will have the right, in its sole and absolute discretion, to determine if (i) the remainder of the provisions of this Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated, or (ii) the entire agreement shall be invalid, void, and unenforceable. H. Survival. The provisions of Sections 7 and 9 will survive the termination or expiration of the Agreement. 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 will be construed without regard to the identity of the Party which drafted the various provisions of this Agreement. Every provision of this Agreement will 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 will not be applicable to this Agreement. K. Calendar Days; Calculation of Time Periods. Unless otherwise specific in this Agreement, any reference to days in this Agreement will be construed to be calendar days. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event on which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless the last day is a Saturday, Sunday or legal holiday under the laws of the State in which the Property is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The final day of any period will be deemed to end at 5 p.m., local time. {00125916.41 25 September 1Z 2022 Draft L. 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. M. 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 text of this Agreement will control. N. 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 Planned Unit Development Ordinance 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. O. 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. P. No Third Party Beneficiaries. The provisions of this Agreement are and will be for the benefit of the Developer and Village only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement. The Village will not be liable to any person or other third party for any agreements made by Developer, purportedly on behalf of the Village, without the knowledge and approval of the Village Board. Q. Recording. The Village will record this Agreement against the Property, at the sole cost and expense of the Developer, with the Cook County Clerk's Recordings Division promptly following the full execution of this Agreement by the Parties. R. Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original document and together will constitute the same instrument. SECTION 16. HUD PROVISIONS. Notwithstanding any provisions of this Agreement to the contrary, (a) for so long as the Property is encumbered by a United States Department of Housing and Urban Development ("HUD") insured mortgage, any indemnity obligations or payment obligations of the Developer hereunder shall be payable only from (i) available insurance proceeds, (ii) Surplus Cash (as defined in any HUD Healthcare Regulatory Agreement -Borrower between Developer and HUD to be recorded in the Cook County Clerk's Office), or (iii) funds not derived from the Property, any proceeds of a HUD loan, and any reserve or deposit made with a HUD lender or any other party as required by HUD in connection with a HUD loan; and (b) in the event HUD acquires fee simple title to the Property or any interest in the Property, HUD shall not be subject to any indemnification obligations with respect to the Property to which HUD holds fee title or any other interest. {00125916.4) 26 September 1Z 2022 Draft [SIGNATURE PAGE FOLLOWS] {00125916.4} 27 September 12, 2022 Draft IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date first above written. ATTEST Village Clerk ATTEST M VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation By: Daniel C. Shapiro Its: Mayor DEERFIELD SUPPORTIVE LIVING, LLC, an Illinois limited company By: Heritage Woods Northwest LLC, its managing member By: Barron Development LLC, its Manager M Stephen Barron Its: Its: Manager _ (00125916.41 28 September 12, 2022 Draft ACKNOWLEDGMENTS STATE OF ILLINOIS ) )SS' COUNTY OF LAKE ) This instrument was acknowledged before me on , 2022, by f, 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 . 2022. Notary Public My Commission SEAL STATE OF ) ) SS. COUNTY OF ) This instrument was acknowledged before me on , 2022, by Stephen Barron, the manager of BARRON DEVELOPMENT, LLC, the manager of HERITAGE WOODS NORTHWEST, LLC, an Illinois limited company, the managing member of Deerfield Supportive Living, LLC, an Illinois limited liability company. Given under my hand and official seal this day of , 2022. Notary Public My Commission expires: SEAL {00125916.4) September 1Z 2022 Draft LENDER'S CONSENT AND SUBORDINATION (and its successors and assigns, "Mortgagee"), is the holder of a certain note made by and secured by the following documents, each from and recorded with the County Recorder of Deeds as indicated (collectively, the "Mortgage"): [DESCRIBE ALL APPLICABLE MORTGAGE AGREEMENTS, NOTES, AND OTHER RELATED DOCUMENTS, EACH BY DATE OF EXECUTION, DATE OF RECORDATION, AND RECORDED DOCUMENT NUMBER] Mortgagee hereby consents to the execution Development Agreement (the "Agreement'), Mortgage to the provisions of the Agreement. and recording of the above and foregoing and hereby subjects and subordinates the IN WITNESS WHEREOF, Mortgagee has caused this Consent and Subordination to be signed by its duly authorized officer on its behalf on this day of 20 MORTGAGEE: By. Its: STATE OF ILLINOIS ) ) SS. COUNTY OF ) I, , a notary public in and for the County in the State aforesaid, DO HEREBY CERTIFY that the _ of , who is personally known to me to be the person whose name is subscribed to the foregoing instrument as such , appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation and for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of _ _ _ . , 2022. Notary Public {00125916.4} September 1Z 2022 Draft INDEX OF EXHIBITS Exhibit A Legal Description of Property Exhibit B Amended Final Development Plan B-1 Building Site Coverage Plan B-2 Demolition Plan B-3 Electrical Site Plan B-4 Elevations B-5 Final Engineering Plan B-6 Floor Plans B-7 Geometric Plan B-8 Grade Plan B-9 Impervious Surface Plan B-10 Landscape Plan B-11 Photometric Plan B-12 Signage Plan B-13 Site Plan B-14 Trash Enclosure Plan B-15 Tree Preservation Plan B-16 Utility Plan B-17 Vehicle Plan Exhibit C Form Letter of Credit Exhibit D Transferee Assumption Agreement Exhibit E List of Public Improvements {00125916.4) 455795085_v5 September IZ 2022 Draft EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY PARCEL 1: THAT PART OF LOT 1 IN DEERFIELD BUSINESS CENTER, BEING A RESUBDMSION OF LOT 1 IN LAKE -COOK ROAD INDUSTRIAL PARK, BEING A SUBDMSION OF PARTS OF THE NORTHEAST 1/4 AND NORTHWEST 1/4, SECTION 5, TOWNSHIP 42 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JUNE 2, 1983 AS DOCUMENT 26627813, IN COOK COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE NORTH 89 DEGREES 59 MINUTES 38 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 232.87 FEET TO A POINT OF BEGINNING; THENCE CONTINUING NORTH 89 DEGREES 59 MINUTES 38 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 213.13 FEET TO THE NORTHEAST CORNER OF SAID LOT 1; THENCE SOUTH 00 DEGREES 13 MINUTES 20 SECONDS WEST ALONG THE EAST LINE OF SAID LOT 1, A DISTANCE OF 456.00 FEET TO A LINE 456.00 FEET, AS MEASURED ALONG THE WEST LINE THEREOF, SOUTH OF AND PARALLEL WITH THE NORTH LINE OF SAID LOT 1; THENCE SOUTH 89 DEGREES 59 MINUTES 38 SECONDS WEST SAID LAST DESCRIBED PARALLEL LINE, A DISTANCE OF 276.88 FEET TO A POINT BEING 169.12 FEET EAST OF THE INTERSECTION OF THE WESTERLY EXTENSION OF SAID LAST DESCRIBED PARALLEL LINE WITH THE WEST LINE OF SAID LOT 1; THENCE NORTH 00 DEGREES 13 MINUTES 20 SECONDS EAST PARALLEL WITH THE EAST LINE OF SAID LOT 1, A DISTANCE OF 124.83 FEET; THENCE NORTH 89 DEGREES 59 MINUTES 38 SECONDS EAST PARALLEL WITH THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 63.75 FEET; THENCE NORTH 00 DEGREES 13 MINUTES 20 SECONDS EAST PARALLEL WITH THE EAST LINE OF SAID LOT 1, A DISTANCE OF 331.17 FEET TO THE POINT OF BEGINNING, EXCEPTING THEREFROM ALL THAT PART THEREOF FALLING WITHIN A PARCEL OF LAND CONVEYED BY QUIT CLAIM DEED DATED JUNE 10, 2008 AND RECORDED SEPTEMBER 3, 2008 AS DOCUMENT 0824731048. SAID PARCEL OF LAND BEING BOUNDED AND DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 1; THENCE SOUTH 00 DEGREES 00 MINUTES 49 SECONDS WEST ALONG THE EAST LINE OF SAID LOT 1 (ALSO BEING THE WEST LINE OF LOT 1 IN STATE FARM RESUBDIVISION RECORDED JULY 10, 1991 AS DOCUMENT NO. 91340699) A DISTANCE OF 426.68 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 00 DEGREES 00 MINUTES 49 SECONDS WEST ALONG SAID LAST DESCRIBED LINE, 29.31 FEET; THENCE SOUTH 89 DEGREES 45 MINUTES 29 SECONDS WEST, 50.00 FEET; THENCE NORTH 00 DEGREES 00 MINUTES 49 SECONDS EAST PARALLEL WITH THE EAST LINE OF SAID LOT 1. 15.00 FEET; THENCE NORTH 89 DEGREES 45 MINUTES 29 SECONDS EAST, 36.66 FEET; THENCE NORTH 42 DEGREES 59 MINUTES 11 SECONDS EAST, 19.64 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. PARCEL 2: THAT PART OF LOT 1 IN DEERFIELD BUSINESS CENTER, BEING A RESUBDMSION OF LOT 1 IN LAKE -COOK ROAD INDUSTRIAL PARK, BEING A SUBDMSION OF PARTS OF THE NORTHEAST 1/4 AND NORTHWEST 1/4, SECTION 5, TOWNSHIP 42 NORTH, RANGE 12. EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JUNE 2, 1983 AS DOCUMENT 26627813, IN COOK COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE NORTH 89 DEGREES 59 MINUTES 38 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 232.87 FEET; THENCE SOUTH 00 DEGREES 13 MINUTES 20 SECONDS WEST PARALLEL WITH THE EAST LINE OF SAID LOT 1, A DISTANCE OF 331.17 FEET; THENCE SOUTH 89 DEGREES 59 MINUTES 38 SECONDS WEST PARALLEL WITH THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 63.75 FEET; THENCE SOUTH 00 DEGREES 13 MINUTES 20 SECONDS WEST PARALLEL WITH THE EAST LINE OF SAID LOT 1, A DISTANCE OF 124.83 FEET TO A LINE 456.00 FEET, AS MEASURED ALONG THE WEST LINE THEREOF, SOUTH OF AND PARALLEL WITH THE NORTH LINE OF SAID LOT 1; THENCE SOUTH 89 DEGREES 59 MINUTES 38 SECONDS WEST ALONG SAID LAST DESCRIBED PARALLEL LINE, A DISTANCE OF 169.12 FEET TO THE WEST LINE OF SAID LOT 1; THENCE NORTH 00 DEGREES 13 MINUTES 20 SECONDS EAST ALONG THE WEST LINE OF SAID LOT 1, A DISTANCE OF 456.00 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. PARCEL 3: NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCELS 1 AND 2 FOR INGRESS AND EGRESS AS CREATED BY DECLARATION AND GRANT OF EASEMENT DATED AUGUST 1, 1981 AND RECORDED SEPTEMBER 2, 1981 AS DOCUMENT NUMBER 25987860. PINS: 04-05-200-019-0000, 04-05-200-018-0000 ADDRESS: 1101 AND 1121 LAKE COOK ROAD, ILLINOIS 60015 {00125916.4) Exhibit A-1 #55795085 v5 September 12, 2022 Draft EXHIBIT B DEVELOPMENT PLAN {00125916.4} Exhibit B (10-1) ,69=9Z4 Z O q� $ L.L CO Z a J J W W U o m Z W OL) M N Mr w U-g r U4, Q 3 3a« r� I (10-1) .69.9Zb7-7 �' \ z w �� m � Ya I I } F- I J 0 0 w - W w u oL<L y Z F Am `O O °mow I Y 0Wo j I off_ l_ I O j a II U I I s IL --- - Ill W �- I I I F/ �I O / I z c N zJ I I m m I I L— I— J------- i II r — -- I (lO-1) .00.9S4 G J w N. w w w 0 w O O W CD w m X w o Z a [Aww ?a E3 0 H z Ld w r6 0 I I!.- HIRK Z900911 'Playaapl 6105-VRL n3 CZff-bAL lZYi1 BISSmn!M'^!Pa6 �N a.ua aYpuW,r'S OZ�s 08Hvop aNel LOL L rlll Solt`Dui osiasasmV�pput, �iaxlgO8muuq�nrospX F o o W o spooM a6e�Hpaaa Pe 0!SS00'o8lp ueougsilley uaueiodaJ s�onuoJ•nua.a.(5•ftuvy8�1•nmod c 3 n _ I F <_f�r i= �Y J j W Ic�l 0; d o m o �N Da .7 ON 0+ r ii' it LL * r o 0 p v N `m m � s = y J O LL z_ o aQ r'W LL Li D V N UW Kr - ZQJ ° N Z x >->2 _ O O j O LL rw a Gin i OTx Z N W zU z 7 Y N W O O (a9 O U_J K 0 WD pCp Z �j J Q N W Sa U U WS W WD m w� wD D 4iD wD wJ s w s as z gs z> s LE 0 W z N i a mo � ai °y X F� warm Ss m o m m LLs LLZo z ¢a �o LL� <o �� �000 io aO a°� LL 3 a° `gxo aLL w3 y¢ mioo �o G m0 s , U (`. 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Y1� �; �i•� E _= �acsE:xy� sEE�a a 3g€ f`a`'3F iY ks a!°5tr x i gs""dd$;6 w ;€a'�Y sad"` i "i sE'3� if , ` &;z.lg oll Z a IYs��N R - i .ass " � .�`t I �ECiias• x2at`i F �? t7 2¢aPi4 as� zz �• aci�s�a ��_ 3��p f:Y:"1EE! F'�asaY� dsYti rc sda �.s rs i " 4PE E EBB .S ONE C � E F$i�y F.'F Fll 3 1¢¢s Htitl ai�$d "ia$? Ye i :E�aYF �i i�g 3! a3��a4 €3��!§$ a�a%p q J W LL LE LLI ED LL Ca- U O J o ui Nam_ Of LLI � �I I � ICo• I. I I� I`� I I /I �� i $ �ijlil��, it - `}•. I�-�a - III Ic,l � L ! I•; W I gill I AI{Ii 11 Z Z ,_ N W rn c W 0 w a F:_. Z 1>5� ��€' E O J W_ NLLN 1Z W W c LL O I v/ In O O W H fe W x Sl�u�iU September 1Z 2022 Draft 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 {00125916.41 Exhibit C September 1Z 2022 Draft (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 {00125916.4) Exhibit C September 1Z 2022 Draft 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] {00125916.4) Exhibit C September 12, 2022 Draft EXHIBIT "A" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT FORM OF DRAFT [To Be Supplied By Issuing Bank] {00125916.4} Exhibit C September IZ 2022 Draft 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 {00125916.41 Exhibit C September 12, 2022 Draft 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 {00125916.4) Exhibit C September IZ 2022 Draft 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 {00125916.4) Exhibit C September 1Z 2022 Draft 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 {00125916.4} Exhibit C September IZ 2022 Draft 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 {00125916.4} Exhibit C September 12, 2022 Draft 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'j; , [TYPE OF ENTITY] ("Developer''); and [TYPE OF ENTITY] ("Transferee'). WI TNESETH: WHEREAS, pursuant to that certain real estate sale contract dated 20_, the Transferee agreed to purchase from Developer certain real property situated in Cook 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 Developer 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 Cook County Clerk's Recordings Division on , 20_, as Document No. by and between the Village and Developer ("DevelopmentAgreement'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. 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. {00125916.4} Exhibit D #55795085_v5 r:l 1 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 VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation Its: Village Manager ATTEST: [DEVELOPER], a [TYPE OF BUSINESS ENTITY] By: By: Its: Its: ATTEST: [TRANSFEREE] By- By: Its: Its: {00125916.4) DRAFT STATE OF ILLINOIS SS COUNTY OF LAKE This ACKNOWLEDGMENTS instrument was acknowledged before me on , 20_, by the Village Manager of the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation, and by corporation. SEAL (00125916.41 , the Village Clerk of said municipal Signature of Notary DRAFT STATE OF ILLINOIS ) SS COUNTY OF LAKE ) This instrument was acknowledged before me on , 20_, by the of DEVELOPER, a [TYPE OF BUSINESS ENTITY], and by the . of said [limited liability company]. SEAL STATE OF ILLINOIS ) SS COUNTY OF LAKE ) This SEAL {00125916.41 Signature of Notary instrument was acknowledged before me on the of [TRANSFEREE], and by of [TRANSFEREE] Signature of Notary 201 _, by . the DRAFT EXHIBIT E LIST OF PUBLIC IMPROVEMENTS {00125916.4) Public Improvements 1. Installation of roughly 600 linear feet of 12" ductile iron water main along the frontage road, including but not limited to all pertinent connections, valves, vaults, bends, hardware, and testing to make operational. 2. Granting of a new ten feet wide sanitary easement to encompass the existing sanitary line that runs along the eastern property line.