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R-19-13VILLAGE OF DEERFIELD RESOLUTION NO. R-19-13 A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT (10 S, 158 S, and 184 S Waukegan Road) WHEREAS, Gateway Fairview, Inc., a Delaware corporation ("Applicant'), is the record owner of that certain parcel of real property commonly known as 10 S, 158 S, and 184 S Waukegan Road, Deerfield, Cook County, Illinois ("Property'); and WHEREAS, the Property is located entirely within the 47.45-acre Deerbrook Shopping Center Commercial Planned Unit Development (`Deerbrook PVD'�; and WHEREAS, on June 17, 2019, the Village Board adopted Ordinance No. 0-19-17, granting for the Property: (i) approval of an amendment to the Deerbrook PUD; (ii) an amendment to the Final Development Plan for the Property; (iii) a zoning exception from 5.02-F-5 of the Zoning Ordinance; (iv) a zoning exception from Appendix 1 of the Zoning Ordinance; and (v) a special use permit for a multi -family rental apartment community (collectively, the 'Final Approvals'); and WHEREAS, the Final Approvals require that the Village and the Applicant 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. SECTION THREE: EXECUTION OF DEVELOPMENT AGREEMENT. The Village Mayor and the Village Clerk are hereby authorized and directed to execute and attest, on behalf of the Village, the Development Agreement upon receipt by the Village Clerk of at least one original copy of the Development Agreement executed by the Applicant; provided, however, that if the executed copy of the Development Agreement is not received by the Village Clerk within 30 days after the effective date of this Resolution, then this authority to execute and attest will, at the option of the Village Board, be null and void. SECTION FOUR: 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, Jester, Oppenheim, Seiden, Shapiro, Struthers NAYS: None ABSTAIN: None ABSENT: None PASSED: June 17, 2019 APPROVED: June 18, 2019 RESOLUTION NO. R-19-13 ATTEST: Kent S. Str et, Village Jerk Harriet Rose hal, Village Mayor EXHIBIT A DEVELOPMENT AGREEMENT THIS DOCUMENT PREPARED BY AND AFTER RECORDING RETURN TO: Steven M. Elrod Holland & Knight, LLP 131 S. Dearborn Street 301 Floor Chicago, IL 60603 Above Space For Recorder's Use Only DEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF DEERFIELD, AND GATEWAY FAIRVIEW, INC. (10 S, 158 S, AND 184 S WAUKEGAN ROAD) DATED AS OF ZUne 2019 DEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF DEERFIELD AND GATEWAY FAIRVIEW, INC. (10 S, 158 S, AND 184 S WAUKEGAN ROAD) � THIS DEVELOPMENT AGREEMENT ("Agreement'l is made as of the fi� day of 2019, by and between the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Village'l, and GATEWAY FAIRVIEW, INC., a Delaware corporation ("Owner"). 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. As of the Effective Date of this Agreement, Owner is the record title owner of a parcel of real estate consisting of approximately 10.79-acres, commonly known as 10 S, 158 S, and 184 S Waukegan Road, Deerfield, Cook County, Illinois ("Property'). B. The Property is located entirely within the 47.45-acre Deerbrook Shopping Center Commercial Planned Unit Development ("Deerbrook PUD"). The Deerbrook PUD is located within the C-2 Outlying Commercial District of the Village ("C-2 District'j. C. The Property is currently improved with three commercial buildings and associated off-street parking areas (collectively, "Current Improvements'j. D. Owner desires to demolish the Current Improvements and construct (i) one residential apartment building consisting of five stories ("Apartment Building") and 186 rental units (collectively, the "Apartment Units'l with an attached four-story parking garage ("Parking Garage'); (ii) 60 rental townhome units in nine buildings of four to 10 units (collectively, the "Townhome Units'l; (iii) a surface off-street parking lot ("Guest Parking Lot"); and (iv) two acres of greenspace, including a dog park, pool with sun deck, and multiple courtyards and garden spaces (collectively, "Greenspaces'l and related Improvements (as defined herein)(collectively, the Apartment Building, Townhome Units, Guest Parking Lot, Greenspaces, and Improvements are the "Proposed Development'j. E. In furtherance of the construction of the Proposed Development, Owner, by its duly -authorized agent, filed an application with the Village seeking approval of: (i) a text amendment to allow a multiple family rental development as a special use in the C-2 District; (ii) an amendment to the Comprehensive Plan; (iii) an amendment to the Deerbrook PUD to permit the Proposed Development on the Property; (iv) approval of a Final Development Plan for the Property; (v) multiple zoning exceptions within the planned unit development; and (vi) a special use permit for a multi -family rental apartment community (collectively, the "Requested Relief'j. `All capitalized words and phrases throughout this Agreement have the meanings set forth in the preamble above and in Section 2 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 Zoning Code. F. On December 17, 2018, the Village Board adopted a motion granting preliminary approval for the Proposed Development and the Requested Relief ("Preliminary Approval'). G. On June 17, 2019, the Village Board adopted the Special Use Ordinance approving the Proposed Development and the Requested Relief, effective upon the execution of this Agreement. H. The Corporate Authorities, after due and careful consideration, have concluded that the redevelopment and use of the Property pursuant to and in accordance with this Agreement and the Special Use Ordinance would further enable the Village to control the development of the area and would serve the best interests of the Village. I. The Village desires that the Property be redeveloped and used only in compliance with this Agreement and the Special Use Ordinance. J. As provided in, and as a condition of, the Special Use Ordinance, Owner has agreed to execute this Agreement so as to provide that the Property be redeveloped and used only in compliance with this Agreement and the Special Use Ordinance. SECTION 2. DEFINITIONS, RULES OF CONSTRUCTION. A. Whenever used in this Agreement, the following terms have the following meanings unless a different meaning is required by the context: "Aoariment Units": The apartment units located within the Apartment Building. "Building Code". Chapter 6 of the Village Code. "Contributions". The Affordable Housing Units and Metra Access, as each is defined in Section 9 of this Agreement. Village. "Corporate Authorities": The Village Mayor and Village Board of Trustees of the "Demolition Plan": That certain Site Demolition Plan for the Property, consisting of three sheets and prepared by SPACECO Inc., with a latest revision date of February 7, 2019, a copy of which is attached to this Agreement as Exhibit B. "Development Code": The "Development Code of the Village of Deerfield, Illinois," as amended. "Effective Date": The date of execution of this Agreement by both Parties, which date is deemed to be the date set forth in the first paragraph of page one of this Agreement. "Events of Default": Defined in Section 13.A of this Agreement with respect to Owner and in Section 13.13 of this Agreement with respect to the Village. "Final Develo ment Plan": That certain set of plans and documents comprising the Amended Final Development Plan Documents for the Property, as approved and defined in Section 3 of the Special Use Ordinance, as may be amended pursuant to Section 17.1- of this Agreement. "Force Maieure": Strikes, lockouts, acts of God, or other factors beyond a party's reasonable control and reasonable ability to remedy; provided, however, that Force Majeure 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, or commercial, economic, or market conditions. "'Impact Fee Ordinance"; Village Ordinance No. 0-93-48. "Improvements": The on -site and off -site improvements to be made in connection with the redevelopment of the Property, as provided in Section 4 of this Agreement, including, without limitation, the Public Improvements, but specifically excluding the Building. "Parties": The Village and Owner, collectively. "Person". Any natural individual, corporation, partnership, individual, joint venture, trust, estate, association, business, enterprise, proprietorship, or other legal entity of any kind, either public or private, and any legal successor, agent, representative, or authorized assign of the above, or other entity capable of holding title to, or any lesser interest in, real property. "Property": That certain parcel of real estate consisting of approximately 10.79 acres commonly known as 10 S, 158 S, and 184 S Waukegan 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. "Re uiremenfs of Law": All applicable federal, state and Village laws, statutes, codes, ordinances, resolutions, rules, and regulations. "Site Restoration". Site restoration and modification activities to establish a park -like setting suitable for passive outdoor recreational activities. "Special Use Ordinance": Ordinance No. 0-19-17, adopted by the Corporate Authorities, as may be amended, approving: (i) an amendment to the Deerbrook PUD; (ii) the Final Development Plan for the Property; and (iii) certain zoning exceptions within the approved planned development. "Structure": Defined in the Zoning Code, and including, without limitation, the Townhome Units and Apartment Building structures on the Property. "Subdivision Ordinance": The "Deerfield Subdivision Ordinance," as amended. "Village Code": "The Municipal Code of the Village of Deerfield, Illinois, 1975," as amended. "Zoning Code": The "Deerfield Zoning Ordinance 1978", as amended. B. Rules of Construction. 1. Grammatical Usage and Construction. In construing this Agreement, feminine or neutral pronouns are substituted for those masculine in form and vice versa, and plural terms are substituted for singular and singular for plural, in any place in which the context so requires. 2. Headinas. 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. SECTION 3. REDEVELOPMENT USE OPERATION AND MAINTENANCE OF THE PROPERTY. Notwithstanding any use or development right that may be applicable or available to the Property pursuant to the Zoning Code, the Property must be redeveloped, used, operated, and maintained only pursuant to, and in accordance with, the terms and provisions of this Agreement and its exhibits, including, without limitation, the following development restrictions: A. Standard Conditions. The development, use, operation and maintenance of the Property must comply with all applicable Village codes and ordinances, as the same have been or may be amended from time to time, except to the extent specifically provided otherwise in this Agreement or the Special Use Ordinance. The development, use, operation and maintenance of the Property must comply with the Final Development Plan, except for minor alterations due to final engineering and site work as may be approved by the Principal Planner, the Director of Public Works and Engineering or the Village Forester (for matters within their respective permitting authorities) in accordance with all applicable Village standards. B. Maximum Dwellinq Units. Not more than 186 Apartment Units and not more than 60 Townhome Units may be constructed or occupied on the Property. C. Demolition of the Current Improvements. Owner must demolish the Current Improvements on the Property in strict compliance with the Demolition Plan and the Requirements of Law. D. Construction of New Structures. The Apartment Building and the Townhome Units to be constructed pursuant to Final Development Plan must be constructed and located on the Property as depicted on the Final Development Plan. E. _O eration and Use. Operation of the buildings, Structures, and the Property must at all times be in strict conformance with the applicable provisions of the Zoning Code, the Special Use Ordinance, and the Requirements of Law. F. Sidewalks and Pedestrian Pathways. Owner must install and maintain all sidewalks and demarcated pedestrian pathways on the Property, as depicted in the Final Development Plan. G. Parking and Parking Areas. Not less than the following number of parking spaces and parking areas must be provided on the Property, as depicted on the Final Development Plan: 280 parking spaces in the Parking Garage; 2. 110 surface parking spaces in the Guest Parking Lot; and 3. A one or two -car garage for each Townhome Unit as indicated on Final Development Plan. H. Landscaping and Tree Preservation. 1. Landscaping. Prior to the issuance by the Village of a final certificate of occupancy for any of the Townhome Units and Apartment Units, Owner must install all landscaping on the Property, as depicted in the Final Development Plan, which landscaping must be installed and maintained in accordance with the following: a. Unless otherwise approved in advance by the Director of Public Works and Engineering, 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. Owner must, prior to construction, erect fencing satisfactory to the Director of Public Works and Engineering to protect those existing trees located on the Property: (i) designated in the Final Development Plan; and (ii) designated for protection by the Director of Public Works and Engineering. C. No grade alteration or construction may take place within designated tree preservation areas, consistent with the tree fencing plan that must be submitted with Owner's applications for building permits for the Proposed Development. d. All trees, shrubs, plantings, and ornamentals must be healthy, and of the size, height, and species described in the Final Development Plan. e. The Director of Public Works and Engineering will have the right to reasonably reject or require replacement of any landscaping that is not in accordance with this Agreement. f. Owner must, and does hereby, guarantee the proper health and survival of all landscaping (new and transplanted) for a period of two years after the date of the installation of such landscaping. g. The final grade of the site must contain a minimum of four to six inches of topsoil, except as may be approved by the Director of Public Works and Engineering. h. Upon installation, the trees required to be installed and planted pursuant to this Agreement must have the minimum height and diameter as represented on the Final Development Plan, and must comply with the tree replacement requirements set forth in the Village Code. i. Owner must replace any plantings that are not healthy and growing at any time within the first two years from the date of installation. 2. Tree Preservation. Owner must comply with all applicable tree preservation measures adopted by the Village. I. General Use and Development Restrictions. The redevelopment and use of, and the construction on, the Property, must, except for minor alterations due to final engineering and site work approved by the Director of Public Works and Engineering or the Director of Community Development, as appropriate, comply, and be in accordance, with the following: this Agreement; 2. the Special Use Ordinance; 3. the Final Development Plan, and all individual plans and documents of which it is comprised; 4. the Zoning Code; 5. the Building Code; 6. the Development Code; and 7. 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 7 of this Section 3.1, the plan or document that provides the greatest control and protection for the Village, as determined by the Village Manager, will control. All of the plans and documents listed as items 1 through 7 of this Section 3.1 will 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 4. IMPROVEMENTS. A. Description of Improvements. If and when Owner proceeds with the construction of the Proposed Development, Owner must, at its sole cost and expense, construct and install all of the Improvements depicted on the Final Development Plan, except for minor changes and site work approved by the Village's Principal Planner and the Director of Public Works and Engineering (for matters within their respective permitting authorities). B. Desi_qin and Construction of the Im rovements. 1. General Standards. All Improvements must be designed and constructed pursuant to and in accordance with the Final Development Plan and the Special Use Ordinance, and are subject to the reasonable written satisfaction of the Director of Public Works and Engineering in accordance with the Village Code. All work performed on the Improvements must be conducted in a good and workmanlike manner, with due dispatch, and within the time(s) provided in this Agreement. All materials used for construction of the Improvements must be new and of first rate quality. 2. Contract Terms- Prosecution of the Work. Owner 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 Special Use Ordinance, the Final Development Plan, and the Requirements of Law, until the work is properly completed, and providing that Owner may take over and prosecute the work if the contractor fails to do so in a timely and proper manner. 3. En ineerin Services. Owner 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. Owner 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. 4. Village Inspections and Approvals. All work on the Improvements is subject to inspection and approval by Village representatives at all times. 5. Other Ap removals. Where the construction and installation of any Improvement requires the consent, permission, or approval of any public agency or private party, Owner 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. Owner 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, as shown in the Final Development Plans, in a manner and in locations approved in advance by the Village Director of Public Works and Engineering. Owner must cooperate with all utility companies and owners of neighboring properties as may be necessary to ensure that the burial of utilities required pursuant to this Section 4.C.1 does not unreasonably disrupt utility service to neighboring properties. 2. Connection of Utilities. i. Owner must, at its sole cost and expense, and in accordance with and pursuant to the Final Development Plan, upgrade: (a) all public utility connections servicing the Property; and (b) the connection of all utilities to facilities located on the Property. ii. 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. Corn letion of the 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 Owner and approved by the Village. The foregoing does not preclude the Village's issuance of conditional certificates of occupancy pursuant to Section 5.E.3 of this Agreement and 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 Owner and approval of the Improvements by the Village will not confer on Owner any right or entitlement to any other building permit or certificate of occupancy. E. Dedication and Maintenance of the Public Im rovements. 1. Final Inspection and Anproval of the Improvements. Owner shall notify the Village when it believes that any or all of the Improvements have been fully and properly completed and shall request final inspection and approval of the Improvement or Improvements by the Village. The notice and request shall be given far enough in advance to allow the Village time to inspect the Improvements and to prepare a punch list of items requiring repair or correction and to allow Owner time to make all required repairs and corrections prior to the scheduled completion date. Owner shall promptly make all necessary repairs and corrections as specified on the punch list. The Village shall not be 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 Director of Public Works and Engineering has determined that the specific Improvement has been constructed to completion, in accordance with all applicable plans, specifications, and Requirements of Law. 2. Dedication and Acceptance of Public Improvements. The execution of this Agreement shall not constitute acceptance by the Village of any Improvements that are depicted as "dedicated" on the Final Development Plan, if any. The acceptance of ownership of, and responsibility for, a specific approved Improvement as a Public Improvement shall be made only by the Corporate Authorities, and only in compliance with the Requirements of Law. 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, Owner shall execute, or cause to be executed, all documents as the Village shall request to transfer ownership of the Public Improvements to, and to evidence ownership of the Public Improvements by, the Village, free and clear of all liens, claims, encumbrances, and restrictions, unless otherwise approved by the Village in writing. Owner shall, at the same time, 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. 4. Owner's Maintenance of Public Im )rovements. For a period of at least two years following acceptance by the Village of any Public Improvements, Owner shall, at its sole cost and expense, maintain the Public Improvements without any modification, except as specifically approved in writing by the Director of Public Works and Engineering, in a first rate condition at all times. Owner hereby guarantees 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 Director of Public Works and Engineering determines, in the Director of Public Works and Engineering's reasonable discretion, that Owner is not adequately maintaining, or has not adequately maintained, any Public Improvement, Owner shall, after 10 days' prior written notice from the Village (subject to Force Majeure), correct it or cause it to be corrected. If Owner 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 Owner, may, but shall not be obligated to, enter upon any or all of the Property for the purpose of performing maintenance work on and to the Public Improvement. In the event that the Village shall cause to be performed any work pursuant to this Section 4.E.4, Owner shall, upon demand by the Village, pay the costs of the work to the Village. If Owner fails to pay the costs, the Village shall have the right to draw from the Maintenance Guarantee required Pursuant to Section 8.13 of this Agreement, based on costs actually incurred or on the Village's reasonable estimates of costs to be incurred, an amount of money sufficient to defray the entire cost of the work, including legal fees and administrative expenses. In the event any Public Improvement is repaired or replaced pursuant to this Section 4.E.4, the Village's right to draw upon the Maintenance Guarantee pursuant to Section 9.13 of this Agreement shall be extended, as to the repair or replacement, for two full years from the date of the repair or replacement. SECS. DEMOLITION AND CONSTRUCTION. A. Maintenance of Property Prior to Demolition. Owner shall, at all times prior to demolition of the Current Improvements on the Property, (i) maintain the Property and Current Improvements in accordance with all Requirements of Law, (ii) keep the buildings on the Property secure, 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 Current Improvements, construction of the Improvements, and development of the Property must take place in one continuous phase. C. Diligent Pursuit of Construction. Owner must pursue, or cause to be pursued, all required redevelopment, demolition, construction, and installation of Structures and Improvements on the Property in a diligent and expeditious manner, and in strict compliance with the Village Code and the Requirements of Law. D. Construction Traffic. 1. Construction and Traffic Management Plan. Owner shall, prior to commencement of any construction, submit to the Village for approval, a construction and traffic management plan ("CTM Plan'j, which CTM Plan shall 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. Owner may not deviate from the CTM Plan without the prior written approval of the Village Director of Public Works and Engineering. 2. Desicinated 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; provided, however, that the designated routes will not: (a) be unreasonably or unduly circuitous; nor (b) unreasonably or unduly hinder or obstruct direct and efficient access to the Property for construction traffic. 3. Maintenance of Routes of Access. At all times during the construction of the Structures and Improvements, Owner 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. E. Parking and Storm Water Management During Construction. During construction of any Structures or Improvements on the Property, Owner 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 standards set forth in the Village Code; and 2. Temporarily divert or control any heavy accumulation of storm water away from or through the Property in a manner approved in advance by the Director of Public Works and Engineering, which method of diversion must include early installation of storm drains to collect water and convey it to a safe discharge point, and be consistent with all Requirements of Law, including, without limitation, any applicable Cook County, Illinois storm water ordinances and regulations. F. 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 Owner has failed or refused to meet fully any of its obligations under, or is in violation of, or is not in full compliance with, the terms of this Agreement. 2. Pre -Conditions to Issuance of Building Permit. The Village will have the right, but not the obligation, to refuse to issue a building permit for any Structure to be constructed on the Property prior to the installation by Owner, and approval by the Village Director of Public Works and Engineering, of all storm sewer systems, sanitary sewer mains, and site grading Improvements on the Property. 3. Certificates of Occupancy. A conditional certificate of occupancy and final certificates of occupancy associated with any new Structure to be located on the Property will not be issued until the final grading of the parking spaces serving such Structures is completed by Owner. G. Com letion of Construction. 1. Removal of Partially Constructed Structures and Improvements. Subject to Force Majeure, if Owner fails to diligently pursue all demolition and construction as required in, or permitted by, Sections 3 and 4 of this Agreement to completion within the time period prescribed in the building permit or permits issued by the Village for the 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, Owner 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 Owner 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 Owner fails or refuses to remove any partially completed Structures or Improvements, or to perform Site Restoration, as required pursuant to Section 5.F.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. Owner must fully reimburse the Village for all costs and expenses, including legal and administrative costs, incurred by the Village for such work. If Owner does not so fully reimburse the Village, the Village will have the right to draw from the Performance Security, 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 Owner does not so fully reimburse the Village, and the Performance Security has no funds remaining in it or is 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 51.2 are in addition to, and not in limitation of, any other rights and remedies otherwise available to the Village in this Agreement, at law, and/or in equity. H. As -Built Plans. After completion of construction of any new Structure, Owner must submit to the Village's Principal Planner final "as -built" plans: (1) related to drainage, grading, storm sewer, sanitary sewer and water mains, and associated structures; and (2) for other final construction documents as required and approved by the Director of Public Works and Engineering and the Village Principal Planner. The as -built plans must indicate, without limitation, the amount, in square feet, of impervious surface area on the Property. I. Dama a to Public Property. Owner 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 redevelopment of the Property and construction of the Improvements. Further, Owner 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 Owner or any agent of or contractor hired by, or on behalf of, Owner; and (2) repair any damage that may be caused by the activities of Owner or any agent of or contractor hired by, or on behalf of, Owner. SECTION 6. DEVELOPMENT IMPACT FEES. Owner 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 districts (collectively, "Impact Fees'J: 1. The Northbrook Park District; $122,640 2. Northbrook District 28; $171,034 3. Glenbrook High Schools District 225; $79,310 4. Northbrook Rural Fire Protection District; $2,437 5. The Village and Deerfield Public Library; $332,188 The Impact Fees are based on a per unit basis and must be paid prior to the issuance of any building permits for each residential Structure on the Property. Owner acknowledges that the payment of development impact fees imposed by the Impact Fee Ordinance are reasonable and that Owner hereby holds harmless and releases the Village, Deerfield Public Library, the Northbrook Park District, Northbrook District 28, Glenbrook High Schools District 225, and Northbrook Rural Fire Protection District (collectively, the "Districts') from any claim or other action Owner may have against either or both the Village or the Districts as a result of the Impact Fee Ordinance and the impact fees exacted thereunder for distribution to any District by the Village. Owner acknowledges and agrees that, if Owner is entitled to any credit toward the Impact Fees as a result of development impact fees previously paid by third -parties with respect to other proposed developments of the Property, and if such credit exceeds the Impact Fees otherwise due pursuant to this Section 7: (a) the Village will have no liability or responsibility whatsoever to pay to Owner the difference between the credit and the Impact Fees otherwise due; and (b) Owner 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, Owner must pay to the Village, contemporaneous with the execution of this Agreement by the Village Manager, all third -party legal, engineering, and other consulting or administrative fees, costs, and expenses incurred or accrued in connection with: (1) the redevelopment of the Property, including, without limitation, the review and processing of plans therefor; and (2) the negotiation, preparation, consideration, and review of this Agreement and the related ordinances, resolutions, and covenants. Payment of all fees, costs, and expenses must be made by a certified or cashier's check. Owner 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 Owner during the term of this Agreement in connection with the use and redevelopment of the Property. Further, Owner acknowledges and agrees that it is liable for and will pay after demand all fees, costs, and expenses incurred by the Village for publications and recordings required in connection with the above matters. B. Other Village Fees. In addition to all other costs, payments, fees, charges, contributions, or dedications required by this Agreement, Owner must pay to the Village all application, inspection, engineering review, infrastructure maintenance, 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, including, without limitation, the Village's costs for retaining a third -party engineer to assist the Village in reviewing the Owner's submittals and inspecting the Proposed Development to ensure that the Proposed Development complies with this Agreement and all Requirements of Law. SECTION 8. PERFORMANCE SECURITY. A. General Requirements. As security to the Village for the performance by Owner of Owner's obligations pursuant to and in accordance with this Agreement, Owner must cause to be provided to the Village a letter or letters of credit, in a total amount equal to 125% of the estimated cost of completing the Improvements required pursuant to this Agreement, as determined in the sole and absolute discretion of the Director of Public Works and Engineering and the Village Director of Community Development (for matters within their respective permitting authorities) ( "Performance Security'l. The Performance Security must be in a form provided by, and acceptable to, the Village. The Village will release the Performance Security in a timely fashion upon the Village's approval and, as appropriate, acceptance of the Public Improvements; provided, however, that the Village will only be required to release that percentage of the Performance Security that equals the portion of the Improvements that have been approved and, as appropriate, accepted. B. Maintenance Guarantee for Public Improvements. Following the Village's release of any percentage of the Performance Security for any Public Improvement, Owner shall substitute for the released percentage of the Performance Security a maintenance guarantee in the form of a letter of credit or performance bond ("Maintenance Guarantee'j, which is equal to 15 percent of the actual costs of the completed Public Improvements for which the letter of credit has been released, and which is acceptable to the Village Attorney. Owner shall deposit the Maintenance Guarantee with the Village. The Maintenance Guarantee shall be effective for a period of two years from the date of acceptance by the Village of the Public Improvements and may be utilized by the Village in accordance with Section 4.E.4 of this Agreement ("Maintenance Guarantee Term'J. The Village shall return to Owner the Maintenance Guarantee upon the end of the Maintenance Guarantee Term if no defects develop in the Public Improvements. SECTION 9. CONTRIBUTIONS. A. Affordable Housin . Owner has voluntarily offered to the Village that it will (i) designate 18 of the Apartment Units as affordable housing units for households whose incomes do not exceed 120 percent of the Chicago -Joliet -Naperville, IL HUD Metro FMR Area Median income, as established and defined in the annual schedule published by the U.S. Department of Housing and Urban Development, and adjusted for household size ("Affordable Housing Units'l; (ii) give the Village the ability to audit and certify the status of the Affordable Housing Units annually; and (iii) maintain the designated Affordable Housing Units as affordable units for a period of 25 years. The Village hereby acknowledges and accepts Owner's offer. Owner has agreed to codify the terms of this offer into a restrictive covenant in the form attached to this Agreement as Exhibit E ("Affordable Housing Restrictive Covenant'J. Owner hereby agrees to execute the Affordable Housing Restrictive Covenant and record it against the Property in the Office of the Cook County Recorder of Deeds at the same time this Agreement is recorded. B. Metra Station Pedestrian Access. Owner has voluntarily offered to construct a pedestrian walkway, fencing, drainage, and landscaping ("Metra Access'l from the Proposed Development to the Lake Cook Road Milwaukee District/North Line Metra Station ("Metra Station'l generally in accordance with the Pedestrian Plan prepared by the Lakota Group, consisting of one sheet and dated February 15, 2019, and attached as Exhibit D ("Pedestrian Plan'l, on the Property and over land currently owned by Metra ("Metra Land"). The Village hereby acknowledges and accepts Owner's offer. In the event that the Village enters into an agreement ("Metra Agreement') with the Commuter Rail Division of the Regional Transportation Authority ("Metra'l for the construction and maintenance of the Metra Access generally in the form attached to Special Use Ordinance as Exhibit CC, Owner shall enter into, and abide by, an agreement with the Village ("Pathway Agreement') approved by the Village Manager for Owner to: (i) construct the Metra Access generally in conformance with the Pedestrian Plan and in strict accordance with final plans approved of by Metra and the Village; (ii) maintain the Metra Access in clean condition and in good repair, free from damage and dangers to pedestrians including, but not limited to, any tripping hazard, broken glass, graffiti, litter, dangerous ice, snow, or other dangerous obstructions and conditions; (iii) assume the Village's obligations and any obligations of the Village's contractor set forth in the Metra Agreement; and (iv) indemnify and hold harmless the Village for any and all claims, damages, and costs related to the construction or maintenance of the Metra Access. Such Pathway Agreement shall be recorded against the Property. SECTION 10. LIABILITY AND INDEMNITY OF VILLAGE. A. Village Review. Owner acknowledge and agree 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 Property or the Improvements, or the issuance of any approvals, permits, certificates, or acceptances, for the development or use of the Property 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 Owner, or any of their respective successors, assigns, tenants and licensees, or any third party, against damage or injury of any kind at any time. B. VillaAe Procedure. Owner acknowledge and agree that all notices, meetings, and hearings have been properly given and held by the Village with respect to the approval of this Agreement and the Special Use Ordinance, and Owner agrees not to challenge such approvals on the grounds of any procedural infirmity or of any denial of any procedural right. C. Indemnity. Owner, only as to its own acts or omissions, agrees to, and does hereby, hold harmless and indemnify 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 Property or the Improvements; (ii) the issuance of any approval, permit, certificate, or acceptance for the Property or the Improvements; (iii) the offer by Owner and/or the acceptance by the Village of the Contributions; and (iv) the development, construction, maintenance, or use of any portion of the Property or the Improvements ("Indemnified Claims'J; provided, however, that this indemnity will not apply to willful misconduct or gross negligence on the part of the Village. D. Defense Expense. Owner, only as to its own acts or omissions, hereby agrees to pay all expenses, including legal fees and administrative expenses, incurred by the Village in defending itself with regard to any and all of the Indemnified Claims. SECTION 11. NATURE, SURVIVAL AND TRANSFER OF OBLIGATIONS. A. Successors and Transferees. To assure that all grantees, successors, assigns, and transferees of Owner, and all successor owners of all or any portion of the Property, have notice of this Agreement and the obligations created by it, Owner must: 1. Deposit with the Village Clerk, concurrent with the Village's approval of this Agreement, any consents or other documents necessary to authorize the Village to record this Agreement in the Office of the Cook County Recorder of Deeds; 2. Notify the Village in writing at least 30 days prior to any date on which Owner transfers a legal or beneficial interest in any portion of the Property to a third party (except that this provision shall not apply to the leasing of Apartment Units and Townhome Units in the ordinary course of business); 3. Incorporate this Agreement into any and all real estate sales contracts for "transfers," as that term is defined in Section 11.13 of this Agreement, entered into for the sale of all or any portion of the Property; and 4. Except as provided in Section 11.0 of this Agreement, require, prior to the transfer of all or any portion of the Property, or any legal or equitable interest therein, to any third party, the transferee of said portion or interest in the Property to execute an enforceable written agreement, in substantially the form of Exhibit C 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 (except that this provision shall not apply to the leasing of Apartment Units and Townhome Units in the ordinary course of business). 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 Owner will be released to the extent of the transferee's assumption of the liability. The failure of Owner, 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, shall result in Owner, remaining fully liable for all of its obligations under this Agreement but shall not relieve the transferee of its liability for all such obligations as a successor to Owner. B. Transfer Defined. For purposes of this Agreement, the term "transfer" includes any assignment, sale, transfer to a receiver or to a trustee in bankruptcy, transfer in trust, or other disposition of the Property (other than a lease of an Apartment Unit or a Townhome Unit), 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. C. Morta ees of Propert . This Agreement is 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 has no personal liability hereunder. SECTION 12. TERM. The provisions of this Agreement run with and bind the Property and inures to the benefit of, is enforceable by, and obligates the Village, Owner, 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 (not including tenants who lease an Apartment Unit or a Townhome Unit from Owner), from the date this Agreement is recorded and until: (a) the Improvements are approved by the Village and the Public Improvements, as required by this Agreement and the Village Code, are accepted by the Village; and (b) all maintenance and guarantee periods established pursuant to this Agreement have concluded. Following such approval, acceptance, and conclusion, the Village agrees, upon written request of Owner, to execute appropriate and recordable evidence of the termination of this Agreement. If any of the privileges or rights created by this Agreement would otherwise be unlawful or void for violation of: (i) the rule against perpetuities or some analogous statutory provision; (ii) the rule restricting restraints on alienation; or (iii) any other statutory or common law rules imposing time limits, then the affected privilege or right will continue only until 21 years after the death of the last survivor of the now living lawful descendants of the current President of the United States, or for any shorter period that may be required to sustain the validity of the affected privilege or right. SECTION 13. EVENTS OF DEFAULT. A. Owner Events of Default. The following are Owner Events of Default under this Agreement: 1. If any representation made by Owner in this Agreement, or in any certificate, notice, demand or request made by Owner 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. 2. Default by Owner for a period of 30 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 Owner; provided, however, that such default or breach will not constitute an Event of Default if such default cannot be cured within said 30 days and Owner, within said 30 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 Owner for a period of 30 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 30 days and Owner, within said 30 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 Owner 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, sequestrator (or similar official) of Owner 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 Owner 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 Owner to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Owner 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 Owner generally to pay such entity's debts as such debts become due or the taking of action by Owner in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds to meet Owner's obligations. 7. Sale, assignment, or transfer of the Property except in accordance with the Transferee Assumption provisions in Section 11 of this Agreement. 8. Change in the organizational status of Owner except in accordance with the Transferee Assumption provisions in Section 11 of this Agreement. 9. Owner abandons the redevelopment of the Property. Abandonment is deemed to have occurred when work stops on the redevelopment of the Property for more than 30 days for any reason other than Force Majeure, unless otherwise permitted by this Agreement. The failure of Owner to secure any approvals required for the development or construction of the Property is not a valid defense to abandonment. 10. Owner 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 Owner 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 Force Majeure, default by the Village for a period of 30 days after written notice thereof from Owner in the performance or breach of any covenant contained in this Agreement; provided, however, that such default will not constitute an Event of Default if such default cannot be cured within said 30 days and the Village, within said 30 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 90 days after such notice. SECTION 14. REMEDIES FOR DEFAULT AND ENFORCEMENT. A. Remedies for Default. In the case of an Event of Default under this Agreement: 1. Except as otherwise provided in this Agreement and subject to the provisions hereinafter set forth, the non -defaulting Party may institute such proceedings in law or in equity, by suit, action, mandamus, or any other proceeding, as may be necessary or desirable in its opinion to cure or remedy such default or breach, including, but not limited to, proceedings to compel specific performance of the defaulting Party's obligations under this Agreement. 2. Pursuant to Section 5.F 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 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.F, the Corporate Authorities will have the right, but not the obligation, to terminate the entitlements set forth in the Special Use Ordinance and this Agreement, without protest or objection by Owner. 3. In case the Village proceeds to enforce its rights under this Agreement and such proceedings are discontinued or abandoned for any reason, then, and in every such case, Owner, and the Village will be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers Owner, and the Village will continue as though no such proceedings had been taken. B. Limitation. Notwithstanding anything to the contrary contained in this Agreement, including the provisions of this Section 14, Owner agrees that they will not seek, and do 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 Sloecial Use Ordinance. In addition to every other remedy permitted by law for the enforcement of the terms of this Agreement, the Village has the absolute right to repeal the Special Use Ordinance if an Owner Event of Default occurs under this Agreement, in accordance with Section Eight of the Special Use Ordinance. D. Prevailing Party. In the event of a judicial proceeding brought by one Party against the other Party, the prevailing Party in the judicial proceeding will be entitled to reimbursement from the unsuccessful Party of all costs and expenses, including reasonable attorneys' fees, incurred in connection with the judicial proceeding. SECTION 15. WARRANTIES AND REPRESENTATIONS. A. By the Village. The Village represents and warrants as the basis for the undertakings on its part contained in this Agreement that: 1. The Village is a home rule municipal corporation duly organized and validly existing under the law of the State of Illinois and has all requisite corporate power and authority to enter into this Agreement; 2. The execution, delivery and the performance of this Agreement and the consummation by the Village of the transactions provided for herein and the compliance with the provisions of this Agreement: (i) have been duly authorized by all necessary corporate action on the part of the Village; (ii) require no other consents, approvals or authorizations on the part of the Village in connection with the Village's execution and delivery of this Agreement; and (iii) will 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 . Owner represents and warrants as the basis for the undertakings on its part contained in this Agreement, as of the Effective Date of this Agreement, that: 1. Owner is a Delaware corporation duly organized, validly existing, and qualified to do business in Illinois; 2. Owner has the right, power, and authority to enter into, execute, deliver and perform this Agreement, and Owner is in compliance with all Requirements of Law, the failure to comply with which could affect the ability of Owner to perform its obligations under this Agreement; 3. The execution, delivery and performance by Owner 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 Owner is now a party or by which Owner is now or may become bound; 4. There are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened, or affecting Owner which would impair its ability to perform under this Agreement; 5. Owner 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; 6. Owner has sufficient financial and economic resources to implement and complete its obligations under this Agreement; and 7. Owner has no knowledge of any liabilities, contingent or otherwise, of Owner which might have a material adverse effect upon its ability to perform its obligations under this Agreement. SECTION 16. GENERAL PROVISIONS. A. Notices. All notices required or permitted to be given under this Agreement must be given by the Parties by: (i) personal delivery; (ii) deposit in the United States mail, enclosed in a sealed envelope with first class postage thereon; or (iii) deposit with a nationally recognized overnight delivery service, addressed as stated in this Section 16.A. The address of either Party may be changed by written notice to the other Party. Any mailed notice will be deemed to have been given and received within three days after the same has been mailed and any notice given by overnight courier will be deemed to have been given and received within 24 hours after deposit. Notices and communications to the Parties will be addressed to, and delivered at, the following addresses: If to the Village: Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 Attention: Village Manager with a copy to: Holland & Knight LLP 131 S. Dearborn Street, 301 Floor Chicago, IL 60603 Attention: Steven M. Elrod, Village Attorney If to Owner-. Gateway Fairview, Inc. c/o RREEF Management LLC 222 S. Riverside Plaza, 26th Floor Chicago, IL 60606 Attention: Tait J. Pinnow with copies to: REVA Development Partners 116 W. Illinois Street, FL 7 Chicago, IL 60654 Attention: Matt Nix and Warren A. James and to: B. Time of the Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. C. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement are cumulative and are not exclusive of any other such rights, remedies, and benefits allowed by law. D. Non -Waiver. The Village is under no 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 will not be unreasonably withheld, delayed or conditioned, and, in all matters contained herein, both parties have an implied obligation of reasonableness, except as may be expressly set forth otherwise. F. Governing Law. This Agreement is governed by, and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois. G. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement and the validity, enforceability, and application to any person, firm, corporation, or property will not be impaired thereby, but the remaining provisions will be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law. H. Entire Agreement. This Agreement and the Special Use Ordinance constitute 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. I. Interpretation. This Agreement will be construed without regard to the identity of the party who drafted the various provisions of this Agreement. Each 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 is not applicable to this Agreement. J. 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. K. Exhibits/Conflicts. Exhibits A through E attached to this Agreement are, by this reference, incorporated in and made a part of this Agreement. In the event of a conflict between an exhibit to this Agreement and the text of this Agreement, the latter will control. L. 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 both parties to this Agreement in accordance with all applicable statutory procedures. 2. Amendments or modifications to the Special Use 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 Code and the provisions of this Agreement are satisfied. M. Chanes in Laws. Unless otherwise explicitly provided in this Agreement, any reference to any Requirements of Law is deemed to include any modifications of, or amendments to the Requirements of Law as may, from time to time, hereinafter occur. N. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation will be made, or be valid, against the Village or Owner. O. Recording,. The Village will record this Agreement against the Property, at the sole cost and expense of Owner, with the Office of the Cook County Recorder of Deeds promptly following the full execution of this Agreement by the Parties. P. Counterparts. This Agreement may be executed in counterparts, each of which constitutes an original document and together will constitute the same instrument. [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY. SIGNATURE PAGES FOLLOW.] IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date first above written. ATTEST: 1 �'' � � V L Kent . Stre t, Village Cle VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation y: �w - Harriet Rosenthal Its: Village Mayor GATEWAY FAIRVIEW, INC. a Dela re r oration By: Its: ACKNOWLEDGMENTS STATE OF ILLINOIS ) SS. COUNTY OF LAKE ) This instrument was acknowledged before me onr i , 2019, by Harriet Rosenthal, the Village Mayor of the VILLAGE OF DEERFIELD, an Illinois municipal corporation, and by Kent S. Street, the Village Clerk of said municipal corporation. Given under my hand and official seal this day of .�%;r1Q - _ , 2019. Notary Public My Commission expires:_ ,` WeVWOP� 15 ; z o a c , ANDREW S LICNTERMAN Official Seal SEAL I Notary Public. Sate of Illinois My Commission Expires Nov 15, 2020 STATE OF ILLINOIS ) SS. COUNTY OF ) This instrument was acknowledged before me on the ING., a Delaware corporation. Given under my hand and official seal this day of Notary Public My Commission expires: SEAL 2019, by of GATEWAY FAIRVIEW, , 2019. CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 1 County of Los Angeles J} On _ 23 JULY 2019 Date personally appeared Amit before me, Mar -go McCabe, a Notary Public Here Insert Name and Title of the Officer Aaaarwal Nome(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. MARGO MCCABE Notary Public - California z , -� Los Angeles County s Z Commission # 2170522 My Comm. Expires Nov 12, 2020+ Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Si ature of Notary Public r 0 L J.,-„ Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: 23 JULY 2019 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Amit Aggarwal (Corporate Officer — Title(s): Vice President ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Gateway Fairview, Inc. 02018•nal Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: LENDER'S CONSENT AND SUBORDINATION (and its successors and assigns, "Mortgagee"), is the holder of a certain note made by GATEWAY FAIRVIEW, INC. and secured by the following documents, each from GATEWAY FAIRVIEW, INC. and recorded with the Cook 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 and recording of the above and foregoing Development Agreement (the "Agreement'), and hereby subjects and subordinates the Mortgage to the provisions of the Agreement. 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 2019. MORTGAGEE: STATE OF ILLINOIS ) ) SS. COUNTY OF ) I 11 , a notary public in aforesaid, DO HEREBY CERTIFY that of GATEWAY FAIRVIEW, INC., who is personally known to is subscribed to the foregoing instrument as such and fore County in the State ' , the be the person whose name appeared before me this day in person and acknowledged t he signed and delivered the said instrument as his/her own free and voluntary act d as the free and voluntary act of said corporation for the uses and purposes therein se orth. GIVEN under my hand and notari seal this day of Notary Public , 2019. CALIFORNIA ACKNOWLEDGMENT CIVIL •. i.�;[+��sz� ::8 �- .�:_ �i� �'°�iE�.:'�9:uE` s� '��$.�:'.,.'�a'a3i�}E.�'*�• ... � �:�i a � _ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On 23 JULY 2019 Date personally appeared Amit before me, Margo McCabe, a Notary Public Here Insert Name and Title of the Officer Names) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. MARGO MCCABE Notary Public - California Z Los Angeles County z Z ' Commission # 2170522 n My Comm. Expires Nov 12, 2020 1; Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. r Signature Sign6 ure of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: 23 JULY 2019 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Amit Aggarwal (Corporate Officer — Title(s): Vice President ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Gateway Fairview, Inc. Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: f £7411! :Ts*..a, 'a.5 :[,i.,u3 iaEB .. E;E;•y"s,:..-,, •:? 020118•nal Notary Association INDEX OF EXHIBITS_ EXHIBIT A LEGAL DESCRIPTION OFOPERTY EXHIBIT B DEMOLITION PLAN EXHIBIT C TRANSFEREE ASSUMPTION AGREEMENT EXHIBIT D PEDESTRIAN PLAN EXHIBIT E AFFORDABLE HOUSING RESTRICTIVE COVENANT EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY TRACT A: THAT PART OF THE NORTHEAST '/ OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE NORTHEAST '/ OF SAID SECTION 4 AND THE CENTER LINE OF WAUKEGAN ROAD; THENCE WEST ON THE NORTH LINE OF THE NORTHEAST'/o OF SAID SECTION 4,193.80 FEET, SAID POINT BEING ON THE EASTERLY LINE EXTENDED NORTHERLY OF DOWNEY'S COUNTRY HOME ADDITION TO DEERFIELD, A SUBDIVISION OF PART OF THE NORTH % OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN; THENCE SOUTHERLY ON THE EASTERLY LINE OF SAID DOWNEY'S COUNTRY HOME ADDITION TO DEERFIELD, 1174 FEET TO THE SOUTHEASTERLY CORNER OF SAID SUBDIVISION; THENCE EAST PARALLEL TO THE NORTH LINE OF THE NORTHEAST'/ OF SAID SECTION 4, 830.09 FEET TO THE CENTER OF WAUKEGAN ROAD; THENCE NORTHERLY ON THE CENTER LINE OF WAUKEGAN ROAD 1190.4 FEET TO THE POINT OF BEGINNING, (EXCEPTING FROM THE ABOVE TRACT OF LAND THE NORTH 60 FEET AND THE EASTERLY 50 FEET THEREOF DEDICATED FOR PUBLIC HIGHWAY), IN COOK COUNTY, ILLINOIS. TRACT B: THAT PART OF THE NORTH '/2 OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN LYING EASTERLY AND NORTHERLY OF THE NORTHERN ILLINOIS TOLL HIGHWAY DESCRIBED AS: COMMENCING AT THE POINT OF INTERSECTION OF A LINE 1576 FEET NORTH OF AND PARALLEL WITH THE EAST AND WEST'/ SECTION LINE OF SAID SECTION 4, WITH A LINE 33 FEET WESTERLY OF (MEASURED PERPENDICULARLY) AND PARALLEL WITH THE CENTER LINE (AS OCCUPIED) OF WAUKEGAN ROAD (FORMERLY STATE ROAD), THENCE WEST ALONG SAID LINE 1576 FEET NORTH AND PARALLEL WITH SAID 1/4 SECTION LINE 1622.35 FEET TO ITS POINT OF INTERSECTION WITH THE EASTERLY RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE SOUTH 25 DEGREES 13 MINUTES 30 SECONDS EAST ALONG SAID EASTERLY RIGHT OF WAY LINE 364.88 FEET TO ITS POINT OF INTERSECTION WITH THE NORTHEASTERLY RIGHT OF WAY LINE OF SAID TOLL ROAD; THENCE SOUTH 59 DEGREES 08 MINUTES 30 SECONDS EAST ALONG THE NORTHEASTERLY LINE OF SAID TOLL ROAD 737.445 FEET; THENCE NORTH 64 DEGREES 46 MINUTES 30 SECONDS EAST, 433.887 FEET; THENCE NORTH 25 DEGREES 13 MINUTES 30 SECONDS WEST, 75.00 FEET; THENCE NORTH 64 DEGREES 46 MINUTES 30 SECONDS EAST, 629,232 FEET TO ITS POINT OF INTERSECTION WITH SAID LINE 33 FEET WESTERLY OF AND PARALLEL WITH THE CENTER LINE OF WAUKEGAN ROAD; THENCE NORTH 27 DEGREES 07 MINUTES 05 SECONDS WEST ALONG SAID PARALLEL LINE 210.56 FEET TO THE POINT OF BEGINNING, TOGETHER WITH THAT PART, IF ANY, OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: A STRIP OF LAND LYING BETWEEN THE EAST LINE OF CHICAGO, MILWAUKEE AND ST. PAUL RAILROAD RIGHT OF WAY AND A LINE 33 FEET WESTERLY OF (MEASURED PERPENDICULARLY) AND PARALLEL WITH THE CENTER LINE (AS OCCUPIED) OF WAUKEGAN ROAD (FORMERLY STATE ROAD) NORTH OF A LINE 1576 FEET NORTH OF AND PARALLEL WITH THE EAST AND WEST % SECTION LINE OF SAID SECTION 4, AND SOUTH OF THE SOUTH LINE OF DOWNEY'S COUNTRY HOME ADDITION TO DEERFIELD AND SAID SOUTH LINE EXTENDED EASTERLY, A SUBDIVISION OF PART OF THE NORTH Y2 OF SAID SECTION 4, (EXCEPT THAT PART OF THE NORTH Y2 OF SECTION 4), TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY AND NORTHERLY OF THE NORTH ILLINOIS TOLL HIGHWAY DESCRIBED AS: COMMENCING AT THE POINT OF INTERSECTION OF A LINE 1576 FEET NORTH OF AND PARALLEL WITH THE EAST AND WEST'/ SECTION LINE OF SAID SECTION 4 WITH A LINE 33 FEET WESTERLY OF AND PARALLEL WITH THE CENTER LINE (AS OCCUPIED) OF WAUKEGAN ROAD (FORMERLY STATE ROAD) THENCE SOUTH 27 DEGREES 07 MINUTES 05 SECONDS EAST ALONG SAID PARALLEL LINE 33 FEET WESTERLY OF SAID CENTER LINE 210.56 FEET; THENCE SOUTH 64 DEGREES 46 MINUTES 30 SECONDS WEST 629.232 FEET; THENCE SOUTH 25 DEGREES 13 MINUTES 30 SECONDS EAST 75.00 FEET FOR A POINT OF BEGINNING OF THE PARCEL OF LAND DESCRIBED HEREBY; THENCE SOUTH 64 DEGREES 46 MINUTES 30 SECONDS WEST 433.887 FEET TO A POINT OF INTERSECTION WITH THE NORTHEASTERLY LINE OF SAID TOLL HIGHWAY SAID POINT BEING 737.445 FEET SOUTHEASTERLY OF (AS MEASURED ALONG SAID NORTHEASTERLY LINE) ITS POINT OF INTERSECTION WITH THE EASTERLY RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE NORTH 59 DEGREES 08 MINUTES 30 SECONDS WEST IN SAID NORTHEASTERLY LINE 13.773 FEET; THENCE NORTH 64 DEGREES 46 MINUTES 30 SECONDS EAST 441.573 FEET; THENCE SOUTH 25 DEGREES 13 MINUTES 30 SECONDS EAST 11.43 FEET TO THE POINT OF BEGINNING), IN COOK COUNTY, ILLINOIS. TRACT C: PARCEL 1: THAT PART OF THE NORTH '/2 OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY AND NORTHERLY OF THE NORTHERN ILLINOIS TOLL HIGHWAY DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF A LINE 1576 FEET NORTH OF AND PARALLEL WITH THE CENTER LINE (AS OCCUPIED) OF WAUKEGAN ROAD (FORMERLY STATE ROAD); THENCE SOUTH 27 DEGREES 07 MINUTES 5 SECONDS EAST ALONG SAID PARALLEL LINE 33 FEET WESTERLY OF SAID CENTER LINE 210.56 FEET; THENCE SOUTH 64 DEGREES 46 MINUTES 30 SECONDS WEST 629.232 FEET; THENCE SOUTH 25 DEGREES 13 MINUTES 30 SECONDS EAST 75.00 FEET FOR A POINT OF BEGINNING OF THE PARCEL OF LAND DESCRIBED HEREBY; THENCE SOUTH 64 DEGREES 46 MINUTES 30 SECONDS WEST 433.887 FEET TO A POINT OF INTERSECTION WITH THE NORTHEASTERLY LINE OF SAID TOLL HIGHWAY SAID POINT BEING 737.446 FEET SOUTHEASTERLY OF (AS MEASURED ALONG SAID NORTHEASTERLY LINE) ITS POINT OF INTERSECTION WITH THE EASTERLY RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE NORTH 59 DEGREES 08 MINUTES 30 SECONDS WEST IN SAID NORTHEASTERLY LINE 13.773 FEET; THENCE NORTH 64 DEGREES 46 MINUTES 30 SECONDS EAST 441.573 FEET; THENCE SOUTH 25 DEGREES 13 MINUTES 30 SECONDS EAST 11.43 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. PARCEL 2: THAT PART OF THE NORTH Y2 OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL, LYING EASTERLY AND NORTHERLY OF THE NORTHERN ILLINOIS TOLL HIGHWAY DESCRIBED AS COMMENCING AT THE POINT OF INTERSECTION OF A LINE 1576 FEET NORTH OF AND PARALLEL WITH THE EAST AND WEST'/ SECTION LINE OF SAID SECTION 4 WITH A LINE 33 FEET WESTERLY OF AND PARALLEL WITH THE CENTER LINE (AS OCCUPIED) OF WAUKEGAN ROAD (FORMERLY STATE ROAD); THENCE SOUTH 27 DEGREES 07 MINUTES 5 SECONDS EAST ALONG SAID PARALLEL LINE 33 FEET WESTERLY OF SAID CENTER LINE 210.56 FEET FOR A POINT OF BEGINNING OF THE PARCEL OF LAND DESCRIBED HEREBY, CONTINUING THENCE SOUTH 27 DEGREES 07 MINUTES 05 SECONDS EAST ALONG SAID PARALLEL LINE 818.02 FEET TO A POINT 398.48 FEET SOUTHEASTERLY OF THE INTERSECTION OF THE LAST SAID PARALLEL LINE WITH A LINE 559.06 FEET SOUTH OF AND PARALLEL WITH SAID LINE 1576 FEET NORTH OF AND PARALLEL WITH SAID'/ SECTION LINE; THENCE SOUTH 85 DEGREES 48 MINUTES 35 SECONDS WEST 855.62 FEET TO A POINT OF INTERSECTION WITH THE NORTHEASTERLY RIGHT OF WAY LINE OF SAID TOLL ROAD, SAID POINT BEING 813.39 FEET SOUTHEASTERLY OF MEASURED IN THE SAID NORTHEASTERLY LINE) ITS POINT OF INTERSECTION WITH SAID LINE 559.06 FEET SOUTH OF SAID LINE 1576 FEET NORTH OF SAID'/ SECTION LINE; THENCE NORTH 59 DEGREES 08 MINUTES 30 SECONDS WEST OF SAID NORTHEASTERLY LINE 622.355 FEET, TO A POINT 737.445 FEET SOUTHEASTERLY (AS MEASURED ALONG SAID LINE) FROM ITS INTERSECTION WITH THE EASTERLY RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE NORTH 64 DEGREES 46 MINUTES 30 SECONDS EAST 433.887 FEET; THENCE NORTH 25 DEGREES 13 MINUTES 30 SECONDS WEST 76.00 FEET; THENCE NORTH 64 DEGREES 46 MINUTES 30 SECONDS EAST 629.232 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. PARCEL A: THAT PART OF THE NORTH Y2 OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF A LINE 1576 FEET NORTH OF AND PARALLEL WITH THE EAST AND WEST QUARTER SECTION LINE OF SAID SECTION 4 WITH A LINE 33 FEET WESTERLY OF AND PARALLEL WITH THE CENTER LINE (AS OCCUPIED) OF WAUKEGAN ROAD (FORMERLY STATE ROAD); THENCE SOUTH 27 DEGREES 07 MINUTES 05 SECONDS EAST ALONG SAID PARALLEL LINE 33 FEET WESTERLY OF SAID CENTER LINE 210.56 FEET; THENCE SOUTH 64 DEGREES 46 MINUTES 30 SECONDS WEST 325.85 FEET; THENCE SOUTH 25 DEGREES 11 MINUTES 27 SECONDS EAST 126.85 FEET TO THE PLACE OF BEGINNING; THENCE SOUTH 25 DEGREES 11 MINUTES 27 SECONDS EAST, 46.68 FEET; THENCE SOUTH 43 DEGREES 47 MINUTES 02 SECONDS EAST, 51.13 FEET; THENCE SOUTH 25 DEGREES 11 MINUTES 27 SECONDS EAST, 228.63 FEET; THENCE SOUTH 10 DEGREES 20 MINUTES 49 SECONDS WEST, 26.28 FEET; THENCE SOUTH 25 DEGREES 11 MINUTES 27 SECONDS EAST, 69.68 FEET; THENCE SOUTH 64 DEGREES 48 MINUTES 33 SECONDS WEST, 207.53 FEET; THENCE NORTH 25 DEGREES 11 MINUTES 27 SECONDS WEST, 47.33 FEET; THENCE SOUTH 64 DEGREES 48 MINUTES 33 SECONDS WEST, 179.00 FEET; THENCE NORTH 25 DEGREES 11 MINUTES 27 SECONDS WEST, 251.04 FEET; THENCE SOUTH 64 DEGREES 48 MINUTES 33 SECONDS WEST, 64.00 FEET; THENCE NORTH 25 DEGREES 11 MINUTES 27 SECONDS WEST, 126.46 FEET; THENCE NORTH 64 DEGREES 48 MINUTES 33 SECONDS EAST, 127.00 FEET; THENCE SOUTH 25 DEGREES 11 MINUTES 27 SECONDS EAST, 8.00 FEET; THENCE NORTH 64 DEGREES 48 MINUTES 33 SECONDS EAST, 322.50 FEET; TO THE PLACE OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS, (EXCEPT THE BUILDINGS AND IMPROVEMENTS LOCATED ON THE LAND). PARCEL B: A NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCEL A AS CREATED BY THE MEMORANDUM OF LEASE DATED OCTOBER 5, 2001 AND RECORDED OCTOBER 31, 2001 AS DOCUMENT NUMBER 11018899 MADE BY AND BETWEEN GATEWAY FAIRVIEW, INC., AND SEARS, ROEBUCK AND CO., FOR PARKING THE VEHICLES OF TENANT, CUSTOMERS, EMPLOYEES AND BUSINESS INVITEES, AND FOR ACCESS, USE, INGRESS AND EGRESS FOR VEHICLES AND PEDESTRIANS IN COMMON WITH THE OTHER TENANTS AND OCCUPANTS OF THE ENTIRE TRACT AND THEIR RESPECTIVE CUSTOMERS, EMPLOYEES AND BUSINESS INVITEES, OVER THE COMMON AREAS, INCLUDING WITHOUT LIMITATION, ALL PARKING AREAS, ALLEYS, ROADWAYS, SIDEWALKS, WALKWAYS, LANDSCAPED AREAS AND SURFACE WATER DRAINAGE SYSTEMS AND FOR USE OF PARKING LOT LIGHTING OVER THE FOLLOWING PARCELS. PINS: 04-04-200-005-0000, 04-04-200-007-0000, 04-04-200-008-0000, 04-04-200-013-0000, 04-04-200-014-0000, 04-04-200-016-0000, 04-04-200-017-0000, 04-04-200-021-0000, 04-04-200-022-0000, 04-04-200-023-0000, 04-04-200-024-0000, 04-04-202-024-0000, 04-04-202-025-0000. EXHIBIT B DEMOLITION PLAN eaKWNAV ® it ii I I � ®I �i ..... �vl DDL- - i op i ¢ 'Ffl ®, �msmvknt - e.�cs -- - — — — — —Ail y.w '-•�M1. ��. OFFICE DEPOT �71' g - _ — DEERRROOK MALL , frf ag3; j RF, • k, EXHIBIT C TRANSFEREE ASSUMPTION AGREEMENT THIS AGREEMENT is made as of this % day of �1�- , 201, between the VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ( 'Village'l, GATEWAY FAIRVIEW, INC., a Delaware corporation ("Owner'j, and ("Transferee'). WITNESSETH: WHEREAS, pursuant to that certain real estate sale contract dated 20_, the Transferee agreed to purchase from [NAME OF ENTITY TRANSFERRING ITS PROPERTY] ("Transferor'l certain real property situated in Cook County, Illinois and legally described in Exhibit A attached to and, by this reference, made a part of this Agreement ("Property'); and WHEREAS, following the conveyance of the Property by Transferor, the Transferee will be the legal owner of the Property; and WHEREAS, as a condition to the conveyance of the Property by Owner, the Village and Owner require that the Transferee agree to comply with all the terms_ requirements, and obligations set forth in that certain Development Agreement, dated as of � & , 2019, and in the office of the Cook County Recorder of Deeds on , 2019, as D cument No. , by and among the Village, Reva Development Partners, LLC, and Owner ( "Development Agreement"); NOW, THEREFORE, in consideration of the agreement of Transferor 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, Owner, 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, Transferor 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. 4. Acknowledgment and Release of Owner. The Village hereby acknowledges its agreement to the Transferee's assumption of the obligation to comply with the 2 terms, requirements, and obligations of the Development Agreement, including all exhibits and attachments thereto, and the Village hereby releases Owner 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: ! -► .r lair VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation By: Its: Village Mayor GATEWAY FAIRVIEW, INC. a Delaw re oration By: Its: vW AA �� 3 ACKNOWLEDGMENTS STATE OF ILLINOIS ) SS. COUNTY OF LAKE ) �This instrument was acknowledged before me on ned 11th , 20_a, by Gt�ciek RoxnjV�J, the Village Mayor of the VILLAGE OF DEERFIELD, an Illinois municipal corporation, and by a r1 y st ceei- , the Village Clerk of said municipal corporation. Given under my hand and official seal this 11 day of ::Tvnf , 2019. ANDREW S UCHTERMAN Official Seel Notary Public - State of Illinois. Notary Public My Commission Expires Nov 15, 2020 My Commission expires: N;; } 20 2 c SEAL STATE OF ) SS. COUNTY OF ) Kiz/ kAAa C." 4 This instrument was acknowledged before me on , 2019, by , the of GATEWAY FAIRVIEW INC a Delaware corporation. Given under my hand and official seal this My Commission SEAL day of _, 2019. Notary Public 4 CALIFORNIA•. %3�35'.'�r: :3^Y�" 3R�i!�r'���3'�::'.�stsE•�Eix2���s�i�iin�c3!z��+E�. 3s�iri:�,@=���r3�� .?i�« 3,.S��r'.��i3s:�sz`��Tx° , xc.�E•� .F'.z3F1� ��'�`':.e.*�EsR; A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California l County of Los Angeles J} On 23 JULY 2019 Date before me,. Margo McCabe, a Notary Public Here Insert Name and Title of the Officer personally appeared Amit Aggarwal Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. MARGO MCCABE Notary Public - Califorria Z •"'° Los Angeles County z Commission # 2170522 s My Comm. Expires Nov 12, 2020 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature) nA,;,ML� Si nature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: 23 JULY 2019 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Amit Aggarwal XCorporate Officer — Title(s): Vice President ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Gateway Fairview Inc. jjI lipipp 02018•nal Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: EXHIBIT D PEDESTRIAN PLAN hET3R TR 1hN DISTRICT Ie[IRA LQW. �� TOM, ST l 'A NORT1 LINE .. _ T� 1 ffiRSiv!... CGE:NE.�•i:'w 7: .� A: 1.'.Cf'tTfGm.A•.FCC�'.'i•.:� Eaear I�T�.a a'a" i Loe.r �, e , ►mooloa WAUKEGAN RD. aw o •:.:�..� - .. AD1AiEN'S LEGEND: 4- 9oo4 PEDESTRWJACCESSROUTE RESIDENCES OF DEE'RBROOK .tIAMRMOE'llm'NI THE _ OVERALL PEDESTRIAN ACCESS PLAN uu.r.� ,,,Q RRE.IERS- c er xonx . -- - --- "R°'R"T"" GROUP DEERFIELD.IlLIN015 FEBRUARY IS, 2019 CIM'ARC M�R[13 sRA[ECa roc. .. o... EXHIBIT E AFFORDABLE HOUSING RESTRICTIVE COVENANT THIS DOCUMENT PREPARED BY AND AFTER RECORDING RETURN TO: Steven M. Elrod, Esq. Holland & Knight LLP 131 S. Dearborn Street 3011, Floor Chicago, IL 60603 AFFORDABLE HOUSING RESTRICTIVE COVENANT (10 S, 158 S, and 184 S Waukegan Road - Residences of Deerbrook) DATED AS OF L2—,2019 A AFFORDABLE HOUSING RESTRICTIVE COVENANT (10 S, 158 S, and 184 S Waukegan Road — Residences of Deerbrook) THIS AFFORDABLE HOUSING RESTRICTIVE COVENANT ("Restrictive Covenant") is made as of the 12.�Iday of T41,V , 2019, by GATEWAY FAIRVIEW, INC., a Delaware corporation ("Owner's concerning the property described in Exhibit A, located in the Village of Deerfield commonly known as 10 S, 158 S, and 184 S Waukegan Road ("Property'). NOW, THEREFORE, OWNER DECLARES that the Property and all portions thereof are and shall be held, transferred, sold, conveyed, used, and occupied subject to the covenants set forth in this Restrictive Covenant, which covenants are for the purpose of protecting the value and desirability of the Property and other properties in the Village of Deerfield ("Village'). SECTION 1. Background. A. Owner desires to demolish the current improvements on the Property and construct on the Property (i) one residential apartment building consisting of five stories ("Apartment Building') and 186 rental units (collectively, the "Apartment Units') with an attached four-story parking garage; (ii) 60 townhome units in nine buildings of four to 10 units; (iii) a surface off-street parking lot; and (iv) two acres of greenspace, including a dog park, pool with sun deck, and multiple courtyards and garden spaces and related improvements. B. On June 17, 2019, the Village Board of Trustees approved Ordinance No. 0-19- 17 ("Ordinance'), which approved (i) an amendment to the existing 47.45-acre Deerbrook Shopping Center Commercial Planned Unit Development; (ii) a Final Development Plan for the Property; and (iii) certain zoning exceptions within the approved planned unit development. C. As required by the Ordinance, Owner entered into a development agreement with the Village (`Development Agreement') in furtherance of the redevelopment of the Property and the construction of the Apartment Building. D. Owner voluntarily offered to the Village that it would maintain the affordability of 12 one -bedroom Apartment Units in the Apartment Building, with an average size of approximately 710 square feet ("Affordable One Bedroom Units' and 6 two - bedroom Apartment Units in the Apartment Building, with an average size of approximately 1,000 square feet ("Affordable Two Bedroom Units') (collectively, the Affordable One - Bedroom Units and the Affordable Two -Bedroom Units are the "Affordable Residential Units'). E. Owner agreed to execute and record this Restrictive Covenant to codify its agreement regarding the Affordable Residential Units. F. Owner volunteered to restrict the otherwise applicable use regulations for the Property in the manner and to the extent expressly set forth in this Restrictive Covenant, and specifically to maintain and ensure the affordability of the Affordable Residential Units for the term of this Restrictive Covenant. 2 SECTION 2. Restrictions. Notwithstanding any use or development right that may be applicable or available pursuant to the provisions of "The Deerfield Zoning Ordinance 1978," as the same has been, and may be, from time to time, amended, the use and development of the Property shall be subject to the following restrictions: A. Income Limits. The Affordable Residential Units shall be available first, as such availability is defined in Section 2.0 of this Restrictive Covenant, to households ("Households") whose annual incomes do not exceed 120 percent of the Chicago -Joliet -Naperville, IL HUD Metro FMR Area Median Income, as established and defined in the annual schedule published by the U.S. Department of Housing and Urban Development, and adjusted for household size ("Income Requirements'. The incomes of potential Households of the Affordable Residential Units will be verified as meeting the Income Requirements at the initial application phase. The incomes of Households of the Affordable Residential Units will be verified as meeting the Income Requirements every third year after the initial application. B. Rental Rates. The initial monthly rental rates for the Affordable Residential Units ("Initial Rental Rates' shall be: (i) $1,500 for Affordable One -Bedroom Units; and (ii) $2,000 for Affordable Two -Bedroom Units (or such lower amounts as Owner, in the exercise of its discretion, may elect to charge). Owner may increase the Initial Rental Rates annually, but increases may not exceed annual increases in the U.S. Bureau of Labor Statistics Consumer Price Index Chicago - Naperville -Elgin, IL -IN -WI, All Urban Consumers (CPI-U): All Terms, 1982-1984=100. The Initial Rental Rates, as so increased, are hereinafter referred to as an "Affordable Residential Unit Rental Rate". C. Availability. If any single Affordable Residential Unit remains vacant and unrented for more than 60 days, Owner may rent such Affordable Residential Unit at full market rent to any qualified tenant ("Market Rate Residential Unit'); provided, however, a similar Apartment Unit must be made available to rent at the Affordable Residential Unit Rental Rate not later than the later to occur of: (i) the date an Apartment Unit becomes available for rent; and (ii) if an Apartment Unit is then available for rent in the Apartment Building, the date which is 30 days after the date such qualified tenant desires to, and enters into, a lease for such available Apartment Unit. D. Management. Owner shall hire a professional management company ("Management Company's to manage the Apartment Building, the duties of which must include the maintenance and operation of the Affordable Residential Units in accordance with the Development Agreement and this Restrictive Covenant. E. Records. Owner shall require the Management Company to create and maintain records of income qualification for every Household renting an Affordable Residential Unit. 3 D. Annual Certification with the Village. The Village may, upon 30 days' notice to Owner, require Owner, on a form provided by the Village, to certify on an annual basis that the Affordable Residential Units comply with the terms of this Restrictive Covenant. SECTION 3. Other Qualifications for Rental. This Restrictive Covenant shall not require Owner or the Management Company to rent an Affordable Residential Unit to an individual or Household who applies to rent such unit and satisfies the Income Requirements but does not meet or satisfy Owner's other criteria for apartment rental, as set forth in Owner's Tenant Selection Plan. By way of example, Owner may deny such individual or Household the right to rent such Affordable Housing Unit if they: (i) fail to submit or insufficiently complete an application for rental; (ii) submit false information in connection with the application for rental; (iii) have a poor or unsatisfactory credit history; (iv) are unable to establish that they have the financial ability to pay the required monthly rent; (v) have an inappropriate household size; or (vi) are unable to establish that they and all members of their Household do not have criminal records, are not current drug users and are not registered sex offenders. SECTION 4. Recordation. This Restrictive Covenant shall be recorded in the Office of the Cook County Recorder of Deeds. Owner, by the signature of its duly -authorized representative below, hereby consents to and permits such recordation. The Village agrees to execute a release of this Restrictive Covenant in recordable form, at Owner's request and expense, upon the expiration of the term of this Restrictive Covenant or at any earlier time if for any reason this Restrictive Covenant becomes null and void and of no further force or effect. SECTION 5. Enforcement. Owner recognizes and agrees that the Village has a valid interest in ensuring that the restrictions, covenants, and agreements in this Restrictive Covenant are properly performed and, therefore, grants the Village, and only the Village, the right to enforce these restrictions, covenants, and agreements by any proceeding at law or in equity against any person or persons violating or attempting to violate any restriction, covenant, or agreement contained in this Restrictive Covenant, either to restrain violation, to compel affirmative action, or to recover damages, and against the land to enforce any lien created by the restrictions, covenants, or agreements. This Restrictive Covenant shall not create a private right of action in any individual, Household, organization, corporation or other legal entity, or other governmental body or agency to enforce the provisions of this Restrictive Covenant or seek legal or equitable remedies against either Owner or the Management Company based on an alleged violation of this Restrictive Covenant by Owner or the Management Company or Owner's or the Management Company's refusal to rent an Affordable Residential Unit to any individual or Household notwithstanding the fact that such individual or Household qualifies to rent such unit under the Income Requirements. SECTION 6. Exercise of Village Rights; Waiver. The Village is not required to exercise the rights granted in this Restrictive Covenant, except as it shall determine to be in its best interest. Failure by the Village to exercise any right herein granted shall not be construed as a waiver of that right or any other right. Nothing in this Restrictive Covenant shall be deemed or construed to constitute a dedication of any property to the Village. SECTION 7. Notices. All notices required or permitted to be served by this Restrictive Covenant shall be served in writing and shall be deemed to be served when delivered 4 personally or three business days following deposit, by certified or registered mail, return receipt requested, in the United States mail, postage prepaid. Notices to Owner shall be sent in care of RREEF Management, LLC, 222 S. Riverside Plaza, 26th Floor, Chicago, Illinois 60606 (Attention Tait A. Pinnow) or to such other address or person as Owner may from time to time provide the Village by notice, and to the Village to Village of Deerfield, 850 Waukegan Road, Deerfield, Illinois 60015 (Attention: Village Manager), or to such other address or person as the Village may from time to time provide Owner by notice. SECTION 8. Nullification and Amendment. Except as may be otherwise provided by law, this Restrictive Covenant may be annulled only upon the express, prior written approval of the Village, by resolution duly adopted by the Village Board of Trustees. Notwithstanding the foregoing, this Restrictive Covenant shall automatically and without further act of the Village be and become null and void if for any reason the Development Agreement becomes null and void or if Owner gives notice to the Village that it has elected not to proceed with the construction of the Apartment Building. This Restrictive Covenant may be amended only upon the express, prior written approval of the Village, by resolution duly adopted by the Village Board of Trustees, and by execution of such amendment by Owner. SECTION 9. Covenants Rugn - ing with the Land. Subject to the provisions hereinabove stated, the restrictions imposed by this Restrictive Covenant shall be restrictions running with the land and shall be binding upon and inure to the benefit of Owner, and their respective successors, assigns, agents, licensees, lessees, invitees, and representatives, including, without limitation, all subsequent owners of that portion of the Property upon which the Apartment Building has been constructed and all persons claiming under them to the extent provided in this Restrictive Covenant. All leases for Affordable Residential Units, and all contracts and deeds of conveyance relating to the portion of the Property upon which the Apartment Building has been constructed, shall be subject to the provisions of this Restrictive Covenant to the extent provided in this Restrictive Covenant. SECTION 10. Term. The covenants imposed by this Restrictive Covenant shall be enforceable for a term of 25 years from the date that this Restrictive Covenant is recorded, after which time this Restrictive Covenant shall no longer be effective. IN WITNESS WHEREOF, Owner has caused this Restrictive Covenant to be executed by a duly -authorized representative on the date first above written. GATEWAY FAIRVIEW, INC., a DelaM,coration By: Its: 5 ACKNOWLEDGEMENTS STATE OF ILLINOIS ) SS. COUNTY OF The foregoing instrument was acknowl ged before me on 2019 by as of GAT AY FAIRVIEW, INC., a Delaware corporation, which individual is known to me to be th ndividual who signed the foregoing instrument on behalf of the corporation for and on b alf of said corporation, and that (s)he executed the same as his/her free and voluntary and deed, and as the free and voluntary act and deed of said corporation, for the uses a purposes therein mentioned. JA My SEAL Given under my ban nd official seal this day of . 2019. expires: Signature of Notary CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies onlythe identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On 23 JULY 2019 Date personally appeared Amit before me, Margo McCabe, a Notary Public Here Insert Name and Title of the Officer Agaarwal Nome(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. MARAG- O M-CC ABE Notary Public - California z :-� s Los Angeles County z Z ' ° Commission # 2170522 My Comm. Expires Nov 12, 2020 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature " SignJture of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: 23 JULY 2019 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Amit Aggarwal ➢(Corporate Officer — Title(s): Vice President ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Gateway Fairview, Inc. Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: It:�zT.sSs33SS$� .a: 4E3Rar ,.:�v5s_i3, r�FiFa�s'a3r a::,E..:.rc 02018•nal Notary Association EXHIBIT A TO AFFORDABLE HOUSING RESTRICTIVE COVENANT PROPERTY LEGAL DESCRIPTION THAT PART OF THE NORTHEAST 1/ OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID DOWNEY'S COUNTRY HOME ADDITION TO DEERFIELD SUBDIVISION; THENCE SOUTH 10 DEGREES 24 MINUTES 34 SECONDS EAST, A DEISTANCE OF 42.00 FEET; THENCE SOUTH 03 DEGREES 36 MINUTES 04 SECONDS WEST, A DISTANCE OF 133.34 TO A POINT OF CURVATURE; THENCE SOUTHEASTERLY A DISTANCE OF 90.33 FEET ALONG A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 180.00 FEET AND WHOSE CHORD BEARS SOUTH 10 DEGREES 46 MINUTES 33 SECONDS EAST,A DISTANCE OF 89.39 FEET TO A POINT; THENCE SOUTH 25 DEGREES 09 MINUTES 10 SECONDS WEST, A DISTANCE OF 654.69 FEET TO A POINT OF CURVATURE; THENCE SOUTHEASTERLY A DISTANCE OF 120.84 FEET ALONG A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 250.00 FEET AND WHOSE CHORD BEARS SOUTH 39 DEGREES 00 MINUTES 00 SECONDS WEST, A DISTANCE OF 119.67 FEET TO A POINT; THENCE SOUTH 52 DEGREES 50 MINUTES 50 SECONDS WEST,A DISTANCE OF 50.35 FEET,T 0 THE INTERSECTION OF THE NORTH LINE OF LOTS 1 AND 2 OF RED ROOD INN SUBDIVISION RECORDED JUNE 27, 1997 AS DOCUMENT 97468188 AND THE NORTHEASTERLY RIGHT OF WAY LINE OF THE NORTHERN ILLINOIS TOLL HIGHWAY; THENCE NORTH 59 DEGREES 00 MINUTES 06 SECONDS WEST, ALONG SAID NORTHEASTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 1260.04 FEET TO THE EASTERLY RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE NORTH 25 DEGREES 05 MINUTES 30 SECONDS WEST, A DISTANCE OF 364.88 FEET TO A POINT ON THE SOUTH LINE OF DOWNEY'S COUNTRY HOME ADDITION TO DEERFIELD AND ALSO A LINE THAT IS 1064 FEET SOUTHERLY OF THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE SOUTH 89 DEGREES 55 MINUTES 14 SECONDS EAST, A DISTANCE OF 825.20 TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS