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O-13-29VILLAGE OF DEERFIELD STATE OF ILLINOIS ) COUNTIES OF LAKE AND COOK ) SS VILLAGE OF DEERFIELD ) I IIIIIII III III IIIII IIIII IIIII II IIIII IIIII IIII IIIII IIIII IIIII IIIII IIII IIII Image# 050842/920030 Type: ORD Recorded: 12/13/2013 at 12:43:23 PM Receipt#: 2013-00081386 Pape 1 of 30 Fees: $55.00 IL Rental Housing Fund: $0.00 Lake county IL Recorder Mary Ellen Vanderventer Recorder File7062596 The undersigned hereby certifies that he is the duly appointed Deputy Village Clerk of the Village of Deerfield, Lake and Cook Counties, Illinois, and that the attached is a true and accurate copy of SEAL Ordinance No. 0-13-29, An Ordinance Authorizing the Execution of an Annexation Agreement for Woodview Residences at Parkway North Dated this 10`h day of December, 2013 DAVID E. FITZG ..RAL Deputy Village Clerk Submitted by: Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 NIA.I AD : � A age a-� lea-r4.0-1� %g) tA)o ,, 1 k!: an -K-W 'baa-fie ctl I.L(000'S 2,D 850 WAUKEGAN ROAD DEERFIELD, ILLINOIS 60015 TELEPHONE 847.945.5000 FAX 847.945.0214 VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0-13-29 AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT FOR WOODVIEW RESIDENCES AT PARKWAY NORTH PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, this 15th day of July , 2013. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Deerfield, Lake and Cook Counties, Illinois, this 15thday of July , 2013. VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO.0-13-29 AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT FOR WOODVIEW RESIDENCES AT PARKWAY NORTH BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, as follows: SECTION 1: That the corporate authorities of the Village of Deerfield do hereby authorize and approve the Annexation Agreement for the property commonly known as Woodview Residences at Parkway North, a copy of which is attached hereto as Exhibit A hereof. SECTION 2: That the President and Village Clerk of the Village of Deerfield are hereby authorized and directed to respectively execute and attest the Annexation Agreement attached hereto and made a part hereof. SECTION 3: That this Ordinance, and each of its terms, shall be the effective legislative act of a home rule municipality without regard to whether such Ordinance should: (a) contain terms contrary to the provisions of current or subsequent non -preemptive state law; or, (b) legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the intent of the corporate authorities of the Village of Deerfield that to the extent that the terms of this Ordinance should be inconsistent with any non -preemptive state law, this Ordinance shall supersede state law in that regard within its jurisdiction. 4- SECTION 4: That this Ordinance shall be in full force and effect from and after its passage by a vote of two-thirds (2/3rds) of the corporate authorities of the Village of Deerfield and approval as provided by law. PASSED this 15th day of July , 2013. AYES: Benton, Farkas, Jester, Nadler; Struthers NAYS: Seiden ABSENT: None ABSTAIN: None APPROVED this 15th day of July , 2013. ATTEST: Vil age Clerk -2- Village President EXHIBIT A Annexation At,, reement This Document Prepared by and After Recording Return to: DLA Piper LLP (US) 203 North LaSalle Street Suite 1900 Chicago, Illinois 60601 Attn: Richard Klawiter, Esq. Thee space reserver! for Recorder's use only, ANNEXATION AGREEMENT WOODVIEW RESIDENCES A'1' PARKWAY NQRT1 This ANNEXATION AGREEMENT (WOODVIEW IiEJS ENC S AT PARKWAY NORTH) (this "Agreement") is made and entered into as of this day of 2013, by and between the VILLAGE OF DEERFIELD, ILLINOIS, a municipal corporation (the "Village"), by and through its President and Board of Trustees (collectively, the "Corporate Authorities"), JBC FUNDS PARKWAY NORTH LLC, a Delaware limited liability company ("JBC"), RAVINE TERRACE LLC, an Illinois limited liability company ("Ravine Terrace") and WOODViEW DEERFIELD, LLC, a Delaware limited liability company (the "Developer'). JBC and Ravine Terrace are hereinafter collectively referred to as "Owners." The Village, Corporate Authorities, Owners and Developer are sometimes referred to herein collectively as the "Parties" and individually as a "Party." WITNESSETH WHEREAS, Owners are, collectively, the owners of record of an approximately 7.6-acre tract of real estate generally located south of Deerfield Road on the west side of the Tri-State Tollway in Lake County, Illinois, which real estate is legally described on the Plat of Annexation which is attached hereto and made a part hereof as Exhibit A (the "Property"); and WHEREAS, the portion of the Property owned by JBC, consisting of approximately 1 acre, is not situated within the limits of any municipality, but is contiguous to the Village, and is legally described on Exhibit B- 1 attached hereto and made a part hereof (the "JBC Parcel"); BASIA56781704.6 WHEREAS, the portion of the Property owned by Ravine Terrace, consisting of approximately 6.6 acres, is not situated within the limits of any municipality, but is contiguous to the Village and to the JBC Parcel, and is legally described on Exhibit B-2 attached hereto and made a part hereof (the "Ravine Terrace Parcel"); WHEREAS, the Property is not situated within the limits of any municipality, but is contiguous to the Village; and WHEREAS, Developer has entered into contracts to purchase the JBC Parcel from JBC and to purchase the Ravine Terrace Parcel from Ravine Terrace; and WHEREAS, the Developer desires and proposes to annex the Property, along with the applicable portions of the adjacent rights -of -way (to the extent, if at all, those portions are not � already located within the corporate boundaries of the Village or of another municipality), to the Village and to develop (or cause to be developed) the Property upon certain terms and conditions 1 hereinafter set forth and in accordance with the development plans which are attached hereto and made a part hereof as Exhibit C (the "Plans'; and WHEREAS, the Plans contemplate development of the Property with an approximately four-story multi -family residential building, with an interior courtyard and including approximately 248 apartment units and enclosed and unenclosed on -site parking; and WHEREAS, the Developer has submitted an application to the Village seeking, among other things, to .have the Property zoned as R-3 General Residence District and for approval of a Special Use Planned Unit Development of the Property, including modifications, as necessary to permit the development of the Property in accordance with the Plans; and i WHEREAS, the Corporate Authorities, after due and careful consideration, have concluded that the annexation of the Property to the Village, on the terms and conditions i I hereinafter set forth, and the unified development of the Property, as provided herein, would further the growth of the Village, increase its tax assessable values, enable the Village to control the development of the Property and would be in the best interests of the Village; and WHEREAS, pursuant to the provisions of Section 11-15.1.1 of the Illinois Municipal Code (65 ILCS 5/11-15.1-1), a public hearing was held on this Annexation Agreement before the corporate authorities of the Village on June 17, 2013 pursuant to notice as provided by statute and ordinance on June 17, 2013; and EAs'f156791704.b WHEREAS, pursuant to notice as required by statute and ordinance, a public hearing was held on May 23, 2013, by the Village Plan Commission with regard to the re -zoning of the Property, amendment to the Village Comprehensive Plan to designate the Property for residential s uses, the approval of a Preliminary Development Plan for a Special Use Planned Unit Development, including modifications, necessary to implement the Plans, approval of a Preliminary Development Plan, and approval of an amendment to that certain Parkway North Center Planned Unit Development, and the Village Plan Commission has submitted its recommendations of approval of the aforesaid requests to the Corporate Authorities; and i WHEREAS, pursuant to the provisions of Section 7-1-8 of the Illinois Municipal Code (65 ILCS 5/7-1-8) Developer has filed or will file with the Clerk of the Village proper petitions for annexation of the Property to the Village•, and; and WHEREAS, due and timely notice of the proposed annexation has been given to the West Deerfield Township Highway Commissioner and the Board of Town Trustees, the West Deerfield Township Supervisor and the West Deerfield Township Clerk, in the manner and form required by statute; and NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is hereby agreed by and between the Parties as follows: 1. Recitals. The recitals set forth above are incorporatea nerern oy tills reference as if set forth in their entirety in this Section 1, 2. Applicable Law. This Agreement is made pursuant to and in accordance with provisions of Section 11-15.1-1, et seq. of the Illinois Municipal Code (65 ILCS 5/11-15.1- 1, et seq.). 3. Petition for Annexation, The Owners and/or Developer have filed or will file proper petitions for annexation with the Village Clerk to annex the Property to the Village. 4. Acquisition of the Property. This Agreement, the ordinances adopted by the Village pursuant to the provisions of this Agreement and all of the Parties' rights, obligations and liabilities under this Agreement shall terminate and become null and void as to all of the Property if the Developer fails to acquire title to, or is precluded from acquiring title to, either or both of the ABC Parcel or the Ravine Terrace Parcel within 90 days of the Village's delivery to the Developer of an executed copy of this Agreement. Following its acquisition of each of the 3BC Parcel and the Ravine Terrace Parcel, the Developer shall give notice to the Village of the date of EASW678t704.6 such acquisition (individually, an "Acquisition Notice" and collectively, the "Acquisition Notices"). Upon receipt of a written request from the Developer; the Village shall extend said 90-day period for an additional 90-day period, and such extension shall not be deemed an E amendment to this Agreement. 5, Releases. From and after the date the Developer acquires title to the JBC Parcel from JBC, and upon receipt of the Acquisition Notice provided for above, JBC shall be released from all liability to the Village under this Agreement and the Village shall be released fiom all liability to JBC under this Agreement. From and after the date the Developer acquires title to the Ravine Terrace Parcel, and upon receipt of the Acquisition Notice provided for above, Ravine Terrace shall be released from all liability to the Village under this Agreement and the Village shall be released .from all liability to Ravine Terrace under this Agreement. 6. Enactment of Ordinances. Not more than 30 days after receipt of the Acquisition Notices, and provided that proper petitions for annexation of the Property have been filed, the Corporate Authorities shall enact one or more ordinances that: E a, annex the Property, including all unincorporated highways contiguous thereto, to the Village (the "Annexation Ordinance"); b, amend the Village Comprehensive Plan to designate the Property for residential uses; c1 rezone the Property to the i�-5 General Residence District; d. approve a Preliminary Development Plan, as defined in Section 12.09-C of the 1 Village Zoning Ordinance, including certain exceptions and modifications from the Village Zoning Ordinance to allow development of the Property in accordance with the Plans; g C. approve an amendment to the Parkway North Center Planned Unit Development to allow, subject to Developer securing appropriate agreements, easements or other rights from Parkway North Center private property owners, access, an overlook at the retention I pond, and a combined retention area, consistent with the Plans; and The Annexation Ordinance will be recorded with the Lake County Recorder's Office along with the Plat of Annexation within 30 days after enactment of the Annexation Ordinance, EASW6781704, 6 Approval of Plans, The Village hereby approves the Plans for the project described herein. The Village agrees to approve Final Development Plans, as defined in Section 12.09-F of the Village Zoning Ordinance, including adopting such ordinance or ordinances granting the Special Use for Residential Planned Unit Development, approving such Final Development Plans and authorizing any other action necessary to implement such Final Development Plans, provided such Final Development Plans substantially conform to the previously approved Preliminary Development Plan. The Plans contemplate the exceptions and modifications from the terms of the Village Zoning Ordinance identified on Exhibit D attached hereto. t The Developer retains the right, in accordance with the Planned Unit Development provisions of the Village's Zoning Ordinance, to seek to amend the Plans, the approved Preliminary Development Plan and the approved Final Development Plans. The Village will expeditiously process such request in accordance with its Planned Unit Development procedures. 7. Proposed Roadway Improvements. The Developer, at its expense, will construct a private access road to provide primary access off existing Parkway North Boulevard at the I southwest corner of the Property. A new traffic signal will he installed at no cost to the Village at the intersection of Parkway North Boulevard and Deerfield Road. Additional emergency access will be provided via a new limited -access private drive on the west side of the Property connected to existing Deer Run Drive. The traffic signal shall be installed prior to issuance of a t certificate of occupancy for the project described in this Agreement, The Developer intends to improve the east -west section of Deer Run Drive in the manner shown on the Plans. This portion of Deer Run Drive is currently maintained by West Deerfield Township (the "Township"), and is i the primary means of vehicular ingress and egress for two existing single-family residences located east of and adjacent to the Property (the "Adjacent Residences"). It is the intent of the Parties that the Developer own and maintain Deer Run Drive as a private road serving the Property and the Adjacent Residences. Developer acknowledges and agrees that Veer Run Drive must be maintained for purposes of providing vehicular access to the Adjacent Residences. Preliminary information indicates that title to Deer Run Drive is held by the Illinois Tollway Authority (the "Tollway"). The Parties agree that, upon annexation of the Property, the Developer, and not the Village, shall be responsible for maintenance of Deer Run Drive. The EAM6781704.6 Village agrees to reasonably cooperate with the Developer's efforts to acquire title to Deer Run Drive from the Tollway, or such other agency holding title, provided that the Developer shall grant to the owners of the Adjacent Residences access easements over Deer Run Drive serving i the Adjacent Residences. The Developer shall not be required to grant additional access rights or to allow a change in the use or exercise of such access rights to accommodate a change in use of the Adjacent Residences or an increase in the number of residential dwelling units. In the event it is not practical or economically feasible, in the Developer's sole discretion, 6 acquire title to Deer Run Drive, the Developer shall be responsible for the .maintenance of Deer Run Drive as a � road serving the Property and the Adjacent Residences. 8. Water Provision. The Developer, at its expense, shall have the right to connect to the 'Village's water system at the existing 12" water main located within Parkway North Boulevard, subject to execution of appropriate agreements with private property owners, 3 as may be required for the Property to connect at this location Alternatively, the Developer may elect to connect to the Village's water system at the existing 12" water main located within the Deerfield Road right -of way; provided, however, that the Developer shall be responsible for extending said Deerfield Road water main to the point of connection. 9. Sanitary Sewer Provision. The Developer intends to connect to the Lake County Public Work Department's ("LCPV ') sanitary sewer system. The Corporate Authorities agree to cooperate with the Developer and use reasonable efforts to aid the Developer in obtaining such permits from the LCPW and any other governmental agencies having jurisdiction { as may be necessary to authorize connections from the Property to such sewer system. 10. Storm Sewer and. Storm water Retention. The Developer, at its expense, shall, subject to the approval of the Village Engineer and all other governmental bodies having jurisdiction, and subject to appropriate agreements, easements or other rights to be secured by Developer from private property owners, construct the on -site storm sewers and appurtenances serving the Property and the expended retention pond, all as depicted in the Plans. 11, Easements Required for Development Plan. It shall be the responsibility of Developer, at its sole expense, to obtain any easements, access or property rights required to implement the Plans. 12. Dedicati n of Streets and Utilities and Vacation of Streets. No streets, water mains (except for the extended Deerfield Road water main, if Developer makes the election EASM678 [ 704.6 referenced in Section 10 above), sanitary sewers, storm sewers or other utilities located on the Property shall be dedicated to the Village. 13. Parking Study, The Developer agrees that, at such time as 90% of the apartment units are leased and occupied, the Developer shall commission a parking demand study to analyze whether the number of parking spaces provided on the Property are adequate to serve the aetuaI parking demand created by the project described herein. The Developer shall provide the Village with the results of such study. If the results of such study determine that the actual demand for parking spaces exceeds the number of parking spaces provided on the Property, then the Developer and the Village shall cooperate to identify mutually agreeable strategies to fulfill such excess demand. The Village may elect to require the Developer to create additional surface parking spaces on the Property to satisfy such excess demand. 14. Park,8 )(J Fire 1'rntcetic�ri, V lla�!c a��cl l,ibrary lm aka ct l:e�s� f'redii. Pursuant to Ordinance 0-93-48, the Developer shall receive a park impact fee credit for private open spaces and recreation areas and facilities provided as part of the project, as described in the Plans, the Rezoning Ordinances and the Preliminary Development Plan, and shall provide cash contributions for improvement of existing school, park, fire protection, village and library sites, all as provided in Exhibit E attached hereto. 15. Buiidin Permit Fees. The Developer shall pay to the Village building permit fees as and when required under generally -applicable Village laws; provided however, such building permit fees shall include the reductions, if any, identified on Exhibit E attached hereto.; 16. Condominium Conversion. The multi -family residential building to be constructed on the Property pursuant to the Plans and this Agreement may not be converted to condominium or any other form of independent unit ownership for a period of five (5) years following the annexation of the Property. 17, Deerfield Park District. The Developer agrees to execute any necessary and appropriate legal documents to annex to the Deerfield Park District any portions of the Property which are not presently within the corporate limits of another park district and which otherwise conform to any applicable state or municipal requirements for such annexation. 18. Comoliasice with Applicable Ordinances. Except as otherwise expressly provided in this Agreement, the Rezoning Ordinances, the approved Preliminary Development Plan and any approved Final Development Plans, all aspects of the development of the project EASW6781704.6 herein proposed, including the construction of buildings, facilities or other improvements, and the use of the Property, shall comply with all applicable Village ordinances, codes and regulations. All ordinances of the Village relating to zoning, subdivision control, building, and related ordinances in effect as of the date hereof, shall insofar as they may apply to the Property, continue in effect during the full term of this Agreement, with the exception of amendments updating the Village's building ordinances and other related technical codes or ordinances, 19. Facilitation of Development. Time is of the essence of this Agreement, and all Parties will make every reasonable effort to expedite the subject matters hereof. It is further understood and agreed by the Parties that the successful consummation and performance of this Agreement and the development of the Property in the best interests of all the Parties requires their continued cooperation, and the Parties do hereby agree to provide such continued cooperation. 20. Enforceability of the Agrcement. Upon a breach of this Agreement, the Party claiming such breach, in any court of competent jurisdiction, by an appropriate action or proceeding at law or in equity, secure specific performance of the covenants and agreements hereui contained, be awarded damages for failure of performance or both, or obtain rescission and disconnection for repudiation or material failure of performance. If any provision of this Agreement ig held invalid, such provision shall be deemed to be excised herefrom and the invalidity thereof shall not affect any of the other provisions contained herein. Before any failure of any Party to this Agreement to perform its obligations under this Agreement shall be deemed to be a breach of this Agreement, the party claiming such failure ! shall notify, in writing, the Party alleged to have failed to perform the alleged failure and demand performance. No breach of this Agreement may be found to have occurred if performance has i been commenced to the satisfaction of the complaining Party within twenty-one (21) days of the ! receipt of such notice. The failure of any Party to this Agreement to insist upon the strict and prompt, performance of the terms, covenants, agreements, and conditions herein contained, or any of them, upon any other Party imposed, shall not constitute or be construed as a waiver or relinquishment of any Party's right thereafter to enforce any such term, covenant, agreement or condition, but the same shall continue in full force and effect. No action taken by any party to this Agreement shall be deemed to constitute an election of remedies and all remedies set forth in EASW,6781704.6 this Agreement shall be cumulative and non-exclusive of any other remedy either set forth herein or available to any Party at law or equity. 21. Amendments. The Parties agree that this Agreement and any exhibits attached hereto may be amended by the mutual consent of the Parties and by the Village's adoption of an ordinance authorizing the execution of such amendment. after a public hearing in accordance with Article 11, Division 15.1 of the Illinois Municipal Code (65 ILCS 5111-15.1.1 et, seq.) and the subsequent execution of such amendment by all of the Parties hereto or their successors in interest. 22, Prior Agreements. Except as expressly provided herein, this Agreement supercedes all prior agreements, negotiations and exhibits and is a full integration of the entire agreement of the Parties, P 23. Term of the Agreement, This Agreement will be binding on the Parties and i their respective successors and assigns for a term of twenty (20) years, commencing as of the 1 date set forth above, and for such further term as may hereafter be authorized by statute or ordinance of the Village, Nothing herein shall in any way prevent the alienation or sale of the Property, or any portion thereof, except that said sale shall be subject to the provisions hereof, and any successor owner shall be benefited and bound by the conditions and restrictions herein expressed. 24, Severability. If any provision, covenant, agreement or portion of this Agreement I or its application to any person, entity or property is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants or portions of this agreement and, to that end, any provision, covenants, agreements or portions of this Agreement are declared to be severable. 25. Notices. Any notice required pursuant to the provisions of this Agreement shall be in writing and shall be deemed effectively given on (i) the date of personal delivery, or (ii) on the first business day following deposit with a recognized national overnight courier service, or (iii) on the second business day following deposit in the U.S. mail, certified or registered, return receipt requested, postage prepaid, to the Parties at the following addresses, or at such other addresses as the Parties may, by notice, designate: If to Developer: Ravine Park. Partners, LLC 5750 Old Orchard Road Suite 450 s SAST,56781704.6 i Skokie, Illinois 60077 Attn: Greg Moyer and to: Conor Commercial Real Estate 9550 West Higgins Road Suite 200 Rosemont, Illinois 60018 Attn: Molly McShane With a copy to: DLA Piper LLP (US) 203 North LaSalle Street Suite 1900 Chicago, Illinois 60601 Attn: Richard Klawiter, Esq. If to Village: Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 Attn: Village Manager With a copy to: Rosenthal, Murphey & Coblentz 30 North LaSalle Street Suite 1624 Chicago, Illinois 60602 Attn: Peter Coblentz, Esq. 26. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. 27. Village Approval. Wherever any approval or consent of the Village, or of any f of its departments, officials, employees, attorneys or consultants is called for under this Agreement, the same shall not be unreasonably withheld or delayed. 28. Interpretation. The Village and Developer have each had the advice of counsel in the negotiation of this Agreement and no other provision of this Agreement shall be construed against a Party or its counsel because such counsel may have had primary responsibility for the drafting thereof, Signature Pages Follow EASM6781704.6 IN WITNESS WHEREOF, the Village and the Developer have caused this instrument to be executed by their respective proper officials duly authorized to execute the same as of the day and the year first above written. Attest: Village C ] erk EAST156781704.6 VILLAGE OF DEERFIELD, an Illinois municipal corporation B_rzardY: Title: President of the of Trustees WOODVIEW DEERFIELD, LLC a Delaware limited liability company By:_ Its: 7BC FUNDS PARKWAY NORTH LLC, a DolawaT ' c , ' ility company S By: 11 Its.___W }� _ RAVINE TERRACE LLC, an Illinois limited liability company By: Its: IN WITNESS WHEREOF, the Village and the Developer have caused this instrument to be executed by their respective proper officials duly authorized to execute the same as of the day and the year first above written. VILLAGE OF DEC-RFIELD, an Illinois municipal corporation Attest: By:_ Village Clerk Title: President of the Board of Trustees WOOD'VIE,A ' DEI:,.i2MELD LLC a Delaware li 1 tool li, ompny By: Its Ar t•" JBC FUNDS PARKWAY NORTH LLC, a Delaware limited liability company By: Its: RAVINE TERRACE LLC, an Illinois limited liability company By: Its: $AM55781704.5 STATE OF ILLINOIS ) COUNTY OF SS. I, the undersigned, a notary public in and for the County and State aforesaid, DO HEREBY CERTIFY THAT H4rr;personally known to me to be the President of the Board of Trustees of the Village of Deerfield, an Illinois municipal corporation (the "Village"), and c,tdi S • S -g± , personally known to me to be the Village Clerk of said Village, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such President and Village Clerk, they signed rnd delivered the said instrument as said President and Village Clerk, and caused the corporate seat of said Village to be affixed thereto, pursuant to authority given by the Board of Trustees of said Village, as their free and voluntary act, acid as the free and voluntary act and deed of said Village, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 10 b-q- 2013. r ;11;-ary Public My Commission Expires =CMo�tmjavn1aPa-11obn1W-e8Vt tr O t312t}#7 EAM56781704,6 STATE OF MLINOIS ) SS. COUNTY OF I� ) I, the undersigned' notary public in and for the County and State aforesaid, DO 4,r,,,,*llI" �:1=�It'I'i �' THAT fiV41 ' � personally known to me to be the of Woodvievvl)vodrelcl.LIJ (the "Connpany"), and personally known #o me scrn whose name is subscribed t 'i� forep;otrig 'Irstrurxrcrrt, appeared before me this day in person and acknowledged t t as such 1`the Company, s/he signed and delivered the said instrument as said p�ursuauxr to authority given by the Company, as his/her free and voluntary act, and as Iretlran� voluntary act and deed of said Company, for the uses and purposes therein set forth. r } GIVEN under my hand and notarial seal this day ofy`c' 2013. �, Totter pifr li My Commission 1?x ' csOFFICLAL SEAL (SEAL) MARY A HOEHLEN NOTARY PUBLIC - STATE OF UJNOIS MY COMMISSION EXPIREWWW6 EASn56781704.5 STATE OF ILLINOIS ) COUNTY OFF ) I, the undersigned, a not4,4 ic in and for the County and State aforesaid, DO I BY, CERTIFY THAT ' , _, personally known to me to be the g r?�/'t4 of JBC Funds i'arkworih LLC,(the "Company"), and personally known to me to be the same; person whose name is subscribed tote forego` instrument, appeared before me this day in person and acknowledged that as auch td %fit S � irvr r'of the Company, slice signed and delivered the said instrument as saidAIIJA 5i r)44r , pursuant to authority given by the Company, as his/her free and voluntary act, and as the free and voluntary act and deed of said Company, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of ,thcrr' . 2013. IM �-f N tary Public My Commission Expires 22--Zblq- OFFICIAL SEAL SYLVIA CASTON-COLEMAN Notary Public - State of Illinois My Commission Expires Apr 22, 2014 EAS7%56781704,6 IN WITNESS WHEREOF, the Village and the Developer have caused this instrument to be executed by their respective proper officials duly authorized to execute the same as of the day and the year first above written. Attest: Village Clerk VILLAGE OF DEERFIELD, an Illinois municipal corporation By: Title: President of the Board of Trustees WOODVIEW DEERFIELD, LLC a Delaware limited liability company By: Its: 7BC FUNDS PARKWAY NORTH LLC, a Delaware limited liability company By:. Its: RAVINE TERRACE LLC, an Minn limited liabilit company By � Its:__- FAS71'56781744.5 STATE OF ILLINOIS SS. COUNTY OF Lake I, the undersigned, a notary public in and for the County and State aforesaid, DO HEREBY CERTIFY THAT Michael Strauss, personally known to me to be the Manager of Ravine Terrace LLC, (the "Company"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such Manager of the Company, s/he signed and delivered the said instrument as said Manager, pursuant to authority given by the Company, as his/her free and voluntary act, and as the free and voluntary act and deed of said Company, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of - Ao0-- ;, 013. Notary Public My Commission Expires /,�' - 4 (SEAL) t,c�;t:�AL�at ucftaJt. PAFFWAA No,!Ary My EAST156781704,5 Exhibit A Plat of Annexation EA W6781704,6 I k I gli T a q { - *Olt" A lu VAMWAY fb"rfh PrO i{KFrFfWM. I'Yi ... i r�N\jj rF� g !�. A g. MpRkf a.DN }'• cDiKYserx✓?[iWSN •a�*ai. aa.. y 8 K# kN f fi C V ����� �� 8 rM1,�D•S. t1L— - +..Yuc�•rJ. "L1,' � :a ^M� 666 YM1 g� uJDna nMfATI 1 WAt AKA M4 SS p f � DEERPIP,ID ROAD DEVq: M!Nw �# DEERf9EU1iLLIH018+-_, ++[ MAPgPTEgRI70RY708EAMREXED _ z a 511157ggppDl$T� 1'. by PS'T#Z� 'y�� p i+A�� �. y:�p� .fin g�♦ 1ttUnnqq e{"'Yi �, e!k c5�` •�i D� fr.�•—^'xb.r:-; �v a l`�it :N x I I. i I N AKI rar T. Exhibit B-1 The JBC Far el PARCEL I: LOT 4 IN HENDRIK'S SUBDIVISION, A SUBDIVISION OF THE WEST 531.8 FEET OF THE EAST 672.2 FEET OF THE NORTH 43 RODS AND 16 LINKS OF THE NORTHWEST QUARTER OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF, RECORDED OCTOBER 12, 1958, AS DOCUMENT 926650, IN BOOK 1489 OF RECORDS, PAGE 123, IN LAKE i COUNTY, ILLINOIS. PARCEL 2: THE EAST HALF OF THE VACATED STREET LYING WEST OF AND ADJACENT TO PARCEL ONE AFORESAID, AS VACATED BY ORDINANCE RECORDED AS DOCUMENT NO,'3499610 IN LAKE COiJNTY, ILLINOIS. EAM676170U Exhibit B-2 The Ravine Terrace Parcel PARCEL 1 LOT 2 IN DOEFIELD ACRES, BEING A SUBDIVISION OF PART OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 23, 1957 AS DOCUMENT 958590, IN BOOK 34 OF PLATS, PAGE 34, IN LAKE COUNTY, ILLINOIS, PARCEL 2: LOT 5 IN DOEFIELD ACRES, BEING A SUBDIVISION OF PART OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 23, 1957 AS DOCUMENT 958590, IN BOOK 34 OF PLATS, PAGE 34, IN LAKE COUNTY, ILLINOIS, PARCEL 3: TIDE EAST 140.4 FEET OF THE NORTH 720.06 FEET OF THE NORTHWEST 1/4 OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THAT PART CONDEMNED FOR TOLL ROAD PURPOSES BY PROCEEDINGS HAD IN THE COUNTY COURT OF LAKE COUNTY, ILLINOIS, AS CASE NO, 13974 ON JUDGMENT OF TAKING ENTERED JUNE 25, 1957), IN LAKE COUNTY, ILLINOIS. PARCEL 4: THE NORTH 720.06 FEET OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 31, TOWNSHIP AND RANGE AFORESAID (EXCEPT THE EAST 1133.5 FEET THEREOF, AND EXCEPT THAT PART CONDEMNED FOR TOLL ROAD PURPOSES BY PROCEEDINGS HAD IN THE COUNTY COURT OF LAKE COUNTY, ILLINOIS, AS CASE NO 13974, ON JUDGMENT OF TAKING ENTERED JUNE 25, 1957), IN LAKE COUNTY, ILLINOIS. EAS'A56781704,6 Exhibit C The Development Plans 1. Woodview Apartments Project Description, dated May 15, 2013. 2. Woodview Aerial Plan, by Hartshorne Plunkard Architecture, dated 5/2312013. 3. Overall Site Plan, sheet A0.1, showing additional handicapped parking spaces, by Hartshorne Plunkard Architecture, dated 5/9/2013. 4. Site Plan showing a new striped crosswalk, a new median curb cut, and anew sidewalk extension near the intersection of Parkway North Boulevard and the entrance to the Woodview development, by Hartshorne Plunkard Architecture, dated 5115/2013. 5, Materials Board, sheet A0.2, by Hartshorne Plunkard Architecture, dated 5/9/2013. b. First Floor Plan, sheets A1.01, by Hartshorne Plunkard Architecture, dated 5/9/2013. 7. First Floor Amenity flan, by Hartshorne Plunkard Architecture, dated 5/9/2013. S. Second Floor Plan, sheet A1.02, by Hartshorne Plunkard Architecture, dated 5/9/2013. 9. Third. and Fourth Floor Plan, sheet A1.03, by Hartshorne Plunkard Architecture, dated 5/9/2013. 10. Roof Plan, sheet A1.05, by Hartshorne Plunkard Architecture, dated 5/912013. 11. Elevations, sheet A2.01, by Hartshorne Plunkard Architecture, dated 5/9/2013. 12. Minor Elevations, sheet A2.02, by Hartshorne Plunkard Architecture, dated 5/9/2013. 13. Geometry Plan, sheet C-1, by Hartshorne Plunkard Architecture, dated 5/3/2013. 14, Utility Plan, sheet C-2, by Hartshorne Plunkard Architecture, dated 5/3/2013. 15. Grading and Paving Plan, sheet C-3, by Hartshorne Plunkard Architecture, dated 5/3/2013. 16. Landscape Site Plan, by Wolff Landscape Architecture Inc., dated 5/3/2013. 17. Landscape Palette, by Wolff Landscape Architecture Inc., dated 5/23/2013. 18. Existing Tree Inventory, by Wolff Landscape Architecture Inc., dated 5/8/2013. EASW 67817Q4.b 19, Preliminary Site Lighting Plan, sheet E1.0, by Hartshorne Plunkard Architecture, dated 5/3/.2013. 20, Preliminary Photomeuics Study, sheet E1.1, by Hartshorne Plunkard Architecture, dated 5/3/2013. 21. Boundary and Topographic Survey, 2 sheets, by Manhard Consulting, dated 2/22/13, 22. Parking Ratios Comparison, by Tracy Cross & Associates, dated June 14, 2013, 23. Traffic Impact Study, by V3 Companies, Project No, 13021, dated March 14, 2013. 24. Utility Infrastructure Analysis Memorandum, by V3 Companies, dated February 21, 2013, revised February 28, 2013. 25. An Analysis of the Market Potential For Rental Apartment Development — Parkway North Center — Deerfield, Illinois, by Tracy Cross & Associates, Inc., dated February 19, 2013, 26. Woodview Deerfield Phase 1 Design Development Package, sheets 0.1, G.2, G.3, 0.4, 05, Project Number CC-741 6, by The Phillips Agency, dated 5/2/2013. 27, Lighting Curt Sheets for the Woodview Apartments, 20 sheets. EAS7156781704,6 EXHIBIT D Variations Approved for Woodview Residences PUD 1. To allow the petitioners to provide 7.68 acres for the site in lieu of the required 680,500 square feet (15,6 acres) of land area required based on the mix of units in the proposed development, 2. To allow the setback between the private street on the west side of the development to be 15.3 feet, and the setback between the private street on the south side of the development to be 19:2 feet in lieu of the required setback for a private street, which is twenty-five (25) feet plus one (1) foot for each one (1) foot by which the building exceeds thirty (30) feet in height. The setback from the private streets on the west and,south of the property would require a 45 foot setback between the building and the road. 3. To allow structures to be located in the perimeter setbacks of this development including: a sand volleyball area located the north perimeter setback 8.3' from the property line; the pool structure located in the perimeter setback 7.3' from the property line; the new streets located in the perimeter setbacks 7.8' from the south property line and 3.3' from the west property line in lieu of the required perimeter setback which is 25 feet, plus one (1) foot for each one (1) foot by which the building exceeds thirty (30) feet in height, which shall be provided and maintained along the exterior boundaries of the Residential PUD. A 45 foot minimum perimeter setback is required for the Woodview development. 4. To allow the total ground area occupied by all principal and accessory buildings to be 32%, in lieu of a maximum of 30%. 5. To allow the apartment building to exceed the maximum building height by 15' (50' building — 35' maximum = 15' variation); and to allow the mechanical/elevator penthouse to exceed the maximum height by 10' (57' mechanical/elevator penthouse height — 47' maximum =10' variation), 6. To allow the identification entry sign to be 30 square feet in area in lieu of the maximum 27 square feet allowed. 7, To allow the identification entry sign to be located on the Parkway North Center property, 8. To allow the identification entry sign to have a depth of 3 feet 6 inches in lieu of the allowed maximum depth of 1 foot. 9. To allow the leasing office sign to be 33 square feet in area (11.66' long by 2' high) in lieu of the allowed maximum of 4 square feet. 10. To allow a reduction in the number of on -site parking spaces to 406 spaces, in lieu of the 436 spaces that would be required. EASI%5678I704.6 EXHIBIT E Impact Fees and Building Permit Fee Modifications The Property is served by private streets and storm sewers, and sanitary sewer treatment is provided by Lake County. As a result, the Village will have no street or sewer maintenance responsibilities, nor does the Village provide sewage treatment. Accordingly, the Village hereby waives (i) all, sanitary and storm connection fees, estimated to be approximately $40,000; (ii) the 0.5% Infrastructure Maintenance fee, estimated to be approximately $188,000, and (iii) engineering review fees applicable to storm water and sanitary facilities. Because the project will be served by the Village's water system, engineering review fees will be applicable for review of water distribution facilities. No engineering review fee will be applicable to private improvements, such as grading, landscaping, recreational outdoor features (including water features), paving and concrete, irrigation, and site electrical. The Parties agree that, for purposes of calculating the required impact fee under Ordinance No. 0-93-48 (the "Ordinance"), a fair market value of One Hundred Seventy -Five Thousand Dollars ($175,000.00) per acre shall be employed. Pursuant to the Ordinance, the Village hereby grants the Developer a credit against the required impact fees in consideration of the substantial amount of the Property (156,978 square feet) to be used for project -occupant recreational activities. Applying this credit, and based upon the current unit mix and unit count, the Developer shall pay a fee of $967,300 in lieu of property financial contributions to the Village, to be distributed to the various agencies as follows; Deerfield Park District $528,000 Village of Deerfield $300,000 Deerfield Library $ 15,000 D-B Fire Protection Dist, $ 2,300 School District #109 $ 76,000 School District #113 46 00 Total $967,300 The Developer shall pay the impact fee upon issuance of the building permit for construction of the apartment building. The Developer agrees that such impact fee shall be payable to the Village of Deerfield and shall be deposited with the Village Finance Director who shall be solely responsible for disbursement of the funds to the governmental units identified above. rnAM56781704.6